Dear Members,

The Directors take great pleasure in presenting the 33rd report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2021-22.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of Rs 582.40 million, as compared to PBT of Rs 256.90 million in the previous year. Highlights of the financial performance (Standalone) are as follows:

(Rs In Million)

During the period under review, the company formed a Strategic Advisory Board (SAB). The SAB is comprised of renowned executives with diverse experience who will work closely with RenaissanceRss leadership team to provide guidance and input on the companyRss strategic initiatives for growth. The strategic impetus of this Advisory BoardRss collective experience and knowledge will steer the Company to capitalise on this next phase of sustained growth, given that the global market for branded fine jewellery is expected to grow at a CAGR of 8 to 12 percent through 2025. The SAB will participate in crucial phases of the CompanyRss future projects, paving the way for a stronger and more effective performance in the future.

Strategic Advisory Board consists the following members:

• Mr. Bijou Kurien

Mr. Kurien, the Chairman of the Retail Association of India, is a veteran of the Indian retail industry with over 37 years of experience in building brands, building businesses, and building organisations. Over the course of his career, he has served as the COO of Titan Company Ltd, President and CEO at Reliance Retail - Lifestyle and as a Strategy Board Member of a leading private equity player.

• Mr. Francesco Pesci

Mr. Pesci is a senior executive with extensive experience in global CEO positions in the jewellery, luxury, fashion, and home decor businesses. In his last role, Mr. Pesci was the Chief Executive Officer at George Jensen, a Danish jewellery brand, established in 1904. He has previously served as the CEO/MD at leading fashion and luxury brands like Peuterey and Brioni and Damiani Japan.

• Mr. John MacEntee

Over the last 20+ years, Mr. MacEntee has led private companies and advised global corporations and private equity firms on innovation, market disruption and strategic transactions leading to robust value creation. He has strong expertise in eCommerce, DTC sales, multi-channel retail and Amazon marketplace management. Most recently he served as President and Board Member of Direct Commerce Group where he built a diversified portfolio of eCommerce focused entrepreneurial businesses.

MANAGEMENTRsS DISCUSSION AND ANALYSIS REPORT

ManagementRss Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015), is presented in a separate section forming part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2021-22 and till the date of this report.

COVID-19 OUTBREAK - A GLOBAL PANDEMIC

We began the financial year under consideration with production disruptions amid IndiaRss nationwide lockdown coupled with subdued demand for jewellery in the major markets we operate in.

At the end of the first quarter of the fiscal year, our companyRss jewellery export business began to improve as a result of relaxations allowing us to begin manufacturing and pent-up demand for jewellery beginning to emerge following the normalisation of COVID-19 cases in Western markets. As we moved into the third and fourth quarters of the fiscal year, the positive impact of vaccinations and stimulus programmes in these Western markets, which account for the majority of our sales, continued to boost jewellery demand.

In addition, our online Direct to Consumer business has shown promise in the United States and the United Kingdom by capitalising on the rising trend of online purchasing during the pandemic.

During the pandemic, we have ensured the health and well-being of all our employees, by setting up work-from-home infrastructure and ensuring safe, sanitized workplaces at our manufacturing plants and various sales locations across the world. We conducted a vaccination drive to vaccinate all our employees and their family members at our plants and office premises in India.

SUBSIDIARIES

As on signing date of this report, your Company had following direct and indirect subsidiary companies:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. Verigold Jewellery DMCC, Dubai

Indirect (Step-down) Subsidiary Companies:

1. Renaissance Jewellery DMCC, Dubai (Subsidiary of Verigold Jewellery DMCC, Dubai)

2. Jay Gems Inc., USA (Subsidiary of Renaissance Jewelry New York Inc)

3. Essar Capital LLC, USA (Subsidiary of Jay Gems Inc., USA)

4. Verigold Jewellery (Shanghai) Trading Company Limited, China (Subsidiary of Verigold Jewellery DMCC, Dubai)

5. Renaissance D2C Ventures Inc, USA (Subsidiary of Verigold Jewellery DMCC, Dubai)

6. Renaissance FMI Inc., USA (Subsidiary of Renaissance D2C Ventures Inc, USA)

Cessation of Subsidiary Company:

During the year under review, Renaissance Jewellery Bangladesh Pvt. Ltd., wholly owned subsidiary of the Company, ceased to be the wholly owned subsidiary of the Company w.e.f. March 12, 2022, pursuant to voluntary winding up due to discontinuance of business operations/activities.

Renaissance Jewellery Bangladesh Pvt. Ltd was not a material subsidiary of the Company and voluntary winding up of said subsidiary does not have any financials impact on the Company.

FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES:

As on signing date of this Report, the Company has nine subsidiaries including three wholly owned direct subsidiary and six step- down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the format prescribed i.e. Form AOC-1, (Pursuant to first Proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been attached separately to this Annual Report. The Company will make available the accounts of subsidiaries to any member of the Company on request.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Companies Act, 2013 and Accounting Standards AS-110 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

Authorised Share Capital of the Company:

The Authorised Share Capital of the Company Rs 98,70,00,000 ( Rupees Ninety Eight Crore Seventy Lakh Only) divided into 8,87,00,000/- (Eight Crore Eighty Seven Lakhs) Equity shares of Rs 10/- (Rupees Ten only) each and 1,00,00,000 (One Crore) 0% optionally convertible or redeemable non-cumulative preference share of Rs 10/- each.

Sub-division of equity shares and Alteration of Memorandum of Association of the Company:

After the end of financial year, the Board of Directors of the Company at its meeting held on May 05, 2022 considered a proposal to sub-divide each equity share of face value of Rs. 10/- into 5 equity shares of the face value of Rs. 2/- each, fully paid up and consequential alteration of clause V(a) of the Memorandum of Association of the Company subject to approval of the members through Postal Ballot procedure and such other approvals as may be necessary.

The Notice of the Postal Ballot including appropriate resolutions seeking your approval for the above purpose is already sent.

The above activity will be completed before ensuing Annual General Meeting.

After the approval of members the Authorised Share Capital of the Company will be Rs 98,70,00,000 ( Rupees Ninety Eight Crore Seventy Lakh Only) divided into 44,35,00,000/- (Forty Four Crores Thirty Five Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each and 1,00,00,000 (One Crore) 0% optionally convertible or redeemable non-cumulative preference share of Rs 10/- each.

• RJL- Employees Stock Option Plan 2018 (RJL ESOP 2018)

During the financial year 2018-19, the Company had introduced and implemented the "RJL - Employees Stock Option Plan 2018" (RsESOP-2018/the SchemeRs) through RJL Employee Welfare Trust (the Trust) to create, grant, offer, issue and allot at any time in one or more tranches such number of stock options not exceeding 10,00,000 equity shares of face value of Rs 10 each, convertible into Equity Shares of the Company ("Options") bifurcated in Type A - 1,96,376 options and Type B - 8,03,624 options.

During the financial year under review, the total 196376 Type A stock options granted under ESOP 2018 of the Company were exercised by the senior executives of the Company.

There is no grant of options to any employee from Type B options mentioned above.

• RGL- Employees Stock Option Plan 2021 (RGL ESOP 2021)

During the financial year under review, with the approval of Board of Directors at their Meeting held on December 14, 2021 and approval of shareholders through special resolution passed by Postal Ballot on January 21, 2022, the Company had introduced and implemented the RGL Employee Stock Option Plan 2021 (RsRGL ESOP 2021Rs / RsSchemeRs) to create, grant, offer, issue and allot at any time in one or more tranches such number of stock options not exceeding 5,00,000 equity shares of face value of Rs 10 each, convertible into Equity Shares of the Company ("Options")

The Nomination and Remuneration Committee shall act as the Compensation Committee and is empowered to formulate detailed terms and conditions of the RGL ESOP 2021, administer and supervise the same.

The maximum number of options to be granted per employee per grant and in aggregate shall not exceed 5,00,000 (Five Lakhs).

The maximum number of Options under RGL ESOP 2021 that may be granted to each eligible employee shall vary depending upon the grade, however the same shall not be equal to or exceeding the number of Shares equivalent to one per cent (01%) of the Issued Capital of the Company, per eligible Employee in any year and in aggregate.

The specific employees to whom the Options would be granted and their eligibility criteria would be determined by the Nomination and Remuneration Committee at its sole discretion.

Options granted under RGL ESOP 2021 would vest on completion of 1 (one) year from the date of grant of such Options or any other terms as decided by the Nomination and Remuneration Committee.

As on the date of this report, your Company has granted 2,86,000 options to the eligible employees under RGL ESOP 2021 on April 11, 2022.

The ESOP 2018 and 2021 are in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, A certificate from the Secretarial Auditor of the Company that these Schemes are implemented in accordance with the SBEB and Sweat Equity Regulations 2021 and the resolutions passed by the members would be placed before the members at the ensuing AGM and a copies of the same shall be available for inspection at the Registered Office of the Company.

The applicable disclosures as on March 31, 2022, as stipulated under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with the SEBI circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 and Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, are made available on the website of the Company www.renaissanceglobal.com.

• Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

• Issue of sweat equity shares

During the financial year under review, there was no issue of sweat equity shares as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

LISTING

At present 18,879,440 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2022-23. The CompanyRss shares are compulsorily tradable in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the Securities and Exchange Board of India Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoterRss and promoter groupRss shareholding in dematerialized form. Therefore, the securities of Company are traded in the normal segment of the Exchanges.

AWARDS/RECOGNITION

Your Company has always strived for the best quality and designs adhering necessary Ethical Standards. The Company has been consistently receiving recognition by various Trade Organizations and Councils, for itsRs performance and achievements. During the financial year under review, the Company has received GJEPC Award for being the largest exporter of Studded Precious Metal Jewellery in 2019.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Company has taken appropriate steps and measures to comply with all the applicable provisions of Regulation 17 to 27 of SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015, along with certificates of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2022 was placed before the Board of Directors and the Board has noted the same.

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34 (2) (c) of the SEBI (LODR) Regulations, 2015, the cash flow statement for the year ended March 31,2022 is annexed hereto.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As per the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Company is compliant of the requirement of having at least 50% of the total number of Directors as Non- Executive Directors and one lady director on the Board of the Company.

Pursuant to the provisions of Sections 149(10), and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder and Regulation 16 of SEBI( Listing Obligations and Disclosures Requirements) Regulations 2015, based on the recommendation of the Nomination and Remuneration Committee and the Board, the membersRs at their 30th Annual General Meeting held on August 07, 2019 ,by passing special resolutions, had re-appoint Mr. Veerkumar C. Shah, Mr. Vishwas V. Mehendale, Mr. Arun P. Sathe and Dr. Madhavi S. Pethe as Independent Directors on the Board of the Company, for a further period of 5 (five) years to hold the office up to conclusion of the 35th Annual General Meeting proposed to be held in 2024.

Niranjan Shah (DIN:00036439) vide his letter dated December 14, 2021, has tendered his resignation as the Chairman of the Company effective from December 14, 2021.

The Board at its meeting held on December 14, 2021, pursuant to the recommendation of Nomination and Remuneration Committee appointed Mr. Darshil Shah (DIN: 08030313 ) as additional director designated as Executive Director, liable to retire by rotation.

Further, The Board at its meeting held on December 14, 2021 appointed Mr. Sumit Shah (DIN: 00036387) as Non-Executive Chairman of the Company w.e.f December 14, 2021.

Further, the Board of Directors at its meeting held on February 07, 2022, on recommendation of nomination and remuneration committee, have approved re-appointment of Mr. Hitesh Shah (DIN 00036338) as Managing Director and Mr. Neville Tata (DIN: 00036648) as a Whole-time Director (Executive Directors) of the Company for a period of 5 (Five) years with effect from April 01, 2022 and February 01,2022 respectively and have recommended the same to the members for their approval at the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sumit Shah (DIN: 00036387), Non-Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Brief resume of the Directors proposed to be appointment /re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under Regulation 17 of SEBI (LODR) Regulations, 2015 are provided in the Notice of Annual General Meeting forming part of this Annual Report.

As on date of this Report, the Board consists of eight Directors comprising one Non-Executive Chairman, four Independent Directors and three Executive Directors. Out of four independent directors one is lady independent director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business.

APPOINTMENT OF CHAIRMAN EMERITUS

Post retirement of Mr. Niranjan Shah, Executive Chairman, the management proposed to continue the Mr. Niranjan Shah association with Company by availing his services and benefits from his tremendous experience / knowledge, wisdom in the business of company and the industry to which Company belongs.

Hence on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on December 14, 2021 appointed Mr. Niranjan Shah as Chairman Emeritus w.e.f December 14, 2021 on such terms and conditions as may be agreed between Mr. Niranjan Shah and Board of Directors.

In this role, Mr. Niranjan Shah will, inter-alia, mentor, guide and provide perspective to the Board and the management on matters relating to strategy, new business opportunities and corporate governance related matters, and continue to build/ contribute to the CompanyRss image and brand.

He will be a permanent invitee to the meetings of the Board of the Company or any of its committees. He will attend the meetings of the Board or any meetings of the Board committees in the capacity of an invitee only, with no voting rights, and shall not be deemed to be a party to any decision of the Board or its committees thereof.

He shall not be deemed to be a director for any purposes of the Companies Act, 2013 or any other statute or rules as may be in force from time to time, including for the purpose of determining the maximum number of Directors which the Company can appoint.

Necessary details regarding his appointment and remuneration as required under Section 188 of the Companies Act, 2013 and SEBI Listing Regulations, 2015 are given in the Notice of AGM. The aforesaid appointment is subject to approval of shareholders at the ensuing AGM.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are whole-time Key Managerial Personnel of the Company as on March 31, 2022:

1. Mr. Hitesh Shah - Managing Director

2. Mr. G. M. Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

During the financial year under review Mr. Niranjan Shah (DIN: DIN:00036439), vide his letter dated December 14, 2021, has tendered his resignation as Chairman from the Board of Directors of the Company.

The Board at its meeting held on May 30, 2022, also took a note of Mr. G.M. WalavalkarRss relinquishment of company secretary position of your Company. In the same Board Meeting, Mr. Vishal Dhokar was appointed as the Company Secretary, Compliance Officer and Key Managerial Personnel of your Company w.e.f May 31, 2022 in accordance with Section 203 of the Companies Act, 2013. Further there is no other change in the KMP of the Company.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of SEBI (LODR) Regulations, 2015.

Pursuant to provision of Regulation 17A of SEBI (LODR) Regulations, 2015, none of the Non-Executive Directors serve as an Independent Directors on the Board of more than seven listed Companies and none of the Executive Directors serve as an Independent Director on the Board of any listed Company.

Independent directors databank registration:

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).

Online Proficiency Self-Assessment Test:

Pursuant to the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2020, based on the experience of more than three years as on the date of inclusion of their names in the Independent directors databank, all the Independent directors of the Company were exempted from appearing for the proficiency self-assessment test notified under sub-section (1) of section 150 of the Act and rules made thereunder.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and part D of Schedule II of SEBI (LODR) Regulations, 2015 the Nomination and Remuneration Committee has devised a criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Independent Directors and Non-Independent Directors at their respective meetings evaluated performance of fellow directors based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year under review.

MEETING OF INDEPENDENT DIRECTORS

In accordance with the Clause VII of Schedule IV of the Companies Act 2013 and Regulation 25(3) of SEBI (LODR) Regulations, 2015, a separate meeting of Independent Directors was held on February 05, 2022 without the attendance of Non-Independent directors and members of the management.

At this meeting the Independent Directors reviewed the performance of Non-Independent Directors including Non-Executive Chairman and Managing Director and the Board as a whole.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has formulated Familiarisation Program to familiarise the Independent Directors with the Company and its business. The details of the program and related matters are posted on the website of the Company www.renaissanceglobal.com.

NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors, in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (LODR) Regulations, 2015.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration policy is posted on the website of the Company www.renaissanceglobal.com.

POLICY ON DIVIDEND DISTRIBUTION

The Board of Directors has adopted Dividend Distribution Policy in terms of the requirements of Listing Regulations. The Policy is available on the website of the Company at www.renaissanceglobal.com.

DISCLOSURE OF PECUNIARY RELATIONSHIP

There was no pecuniary relationship or transactions of the Non-Executive Independent Directors vis-a-vis the Company during the year under review. Also, no payment, except sitting fees, was made to any of the Non-Executive Independent Directors of the Company. No convertible instruments are held by any of the Non-Executive Directors.

DIRECTORSRs RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (3) (c) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b) selected accounting policies were applied 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 31,2022 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken 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 to the best of the DirectorsRs knowledge and ability;

d) the annual accounts have been prepared on a Rsgoing concernRs basis;

e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and are operating effectively and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS

As per Section 139 of the Companies Act, 2013 (Rsthe ActRs), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 29th Annual General Meeting held on August 07, 2018 had approved the appointment of M/s Chaturvedi and Shah LLP, Chartered Accountants (Firm Registration No:101720W) as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 29th Annual General Meeting until the conclusion of 34th Annual General Meeting of the Company to be held in the year 2024, subject to ratification by the shareholders every year, if so required under law.

The requirement of ratification of appointment of Auditors by members at every Annual General Meeting is done away with by the Ministry of Corporate Affairs vide its notification dated May 7, 2018. Hence, the membersRs resolution seeking ratification for continuance of their appointment at this AGM is not being sought.

M/s Chaturvedi and Shah LLP, has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company for the FY2022-23. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

AUDITORSRs REPORT

The Statutory AuditorsRs Report for FY 2021-22 on the financial statement of the Company forms part of this Annual Report. The Statutory AuditorsRs report on the financial statements for FY 2021-22 does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act. The Notes on financial statement referred to in the AuditorsRs Report are self-explanatory and do not call for any further comments by the Board.

INTERNAL AUDITORS

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, M/s J. K. Shah & Co., Chartered Accountants, Mumbai have been appointed as Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2021-22.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Board periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

SECRETARIAL AUDITOR

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co., Practicing Company Secretaries, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31,2022 is enclosed herewith as Annexure - I forming part of this DirectorRss Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the BoardRss report.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

The Company continued energy conservation measures during the year. It has constantly monitored power usage and running hours on day to day basis, thereby resulting in best utilization of energy. The office and industrial rooms are fitted with energy saving technologies to preserve energy in the long term.

c) Foreign exchange earnings and outgo:

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armRss length basis.

Pursuant to Regulation 23(2) of SEBI (LODR) Regulations 2015, all related party transactions and subsequent material modifications are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions, which are repetitive in nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The approval of members is being sought at ensuing Annual General Meeting for the appointment of Mr. Niranjan Shah as Chairman Emeritus of the Company being a related party transaction in terms of provisions of Section 188 of the Companies Act 2013.

The Policy on materiality of related party transactions, material modifications and dealing with related party transactions as approved by the Board is posted on the CompanyRss website www.renaissanceglobal.com.

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has established the Corporate Social Responsibility Committee (CSR Committee) which has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The said CSR Policy is posted on the CompanyRss website www.renaissanceglobal.com.

The Company has identified four focus areas of engagement which are as under:

Medical, Health Care and Social Welfare: Affordable solutions for healthcare and social welfare through improved access, health awareness.

Educational: Access to quality education, training and skill enhancement.

Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Animal Welfare, Cultural and Religious: ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources and protection of national heritage, art and culture and religion.

As required under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this DirectorRss Report.

RISK MANAGEMENT

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management, through a properly defined framework in terms of the aforesaid policy identifies, monitors, controls and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Management and review the measures taken for their mitigation.

INVESTOR RELATIONS (IR)

The Company also continuously strives for excellence in its Investor Relations ("IR") engagement with International and Domestic investors through structured conference calls and periodic investor/analyst interactions like individual Meetings, participation in investor conferences, quarterly earnings calls, and analyst meet from time to time. The management of the Company has participated in several investors meets organized by CDR India (IR Agency), during the year. A large majority of these meetings were virtual in deference to the prevailing social distancing norms. Efforts were made to ensure that these virtual meetings were conducted in the most productive manner. The critical information about the Company is made available to all the investors, by uploading all such information on the CompanyRss website www.renaissanceglobal.com.

The Company has designated the email-id "investors@renaissanceglobal.com", exclusively for the service of investors.

HUMAN RESOURCES

The CompanyRss most valuable assets are its employees, and the Company has fostered a healthy and productive work environment that promotes excellence. Your company has implemented a scalable requirement and human resource management process, allowing it to recruit and retain high-caliber personnel. The company continually invests in educating employees in latest cutting- edge technologies.

PREVENTION OF SEXUAL HARASSMENT COMMITTEE

As per the requirement of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH) your Company has a robust mechanism in place to redress the complaints reported under this Act. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under POSH.

The Internal Complaints Committee (ICC) composed of internal members and an external member who has extensive experience in the relevant field. The said Committee meets regularly and takes up programs to spread awareness and educate employees about prevention of Sexual Harassment at Workplace.

Following is the status of sexual harassment complaints during the financial year under review:

OTHER DISCLOSURES CSR Committee

The CSR Committee comprises of Mr. Hitesh M. Shah as Chairman, Mr. Darshil A. Shah and Dr. Madhavi Pethe, as other members. Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Veerkumar C. Shah as Chairman, Mr. Arun P. Sathe and Mr. Vishwas V. Mehendale, as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Six meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement

Particulars of Employees

The disclosure pursuant to Section 197(12) read with rule 5(1) and 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annexure - III enclosed with this DirectorRss Report.

Compliance with Secretarial Standards on Board and General Meetings

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Annual Return (Form MGT-7)

A copy of the Annual Return of the Company for the Financial year 2021-22, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the CompanyRss website www.renaissanceglobal.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the BoardRss report.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund (IEPF)

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2014-15 is due on October 23, 2022 for remittance to the Investor Education and Protection Fund (IEPF) established by the Central Government. For the unclaimed dividend relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in Report on Corporate Governance.

During the financial year under review, the Company has transferred unclaimed dividend for FY 2013-14 amounting to Rs 32,370/-, to the IEPF.

Transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Suspense Account

With the transfer of Shares into IEPF as of March 31, 2022, a total of 6468 shares of the Company were lying in the Demat A/c of the IEPF Authority,

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov.in.

The voting rights on shares transferred to the IEPF Authority shall remain frozen until the rightful owner claims the shares. The shares held in such DEMAT account shall not be transferred or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he/she approaches the Authority. All benefits except rights issue accruing on such shares e.g. bonus shares, split, consolidation, fraction shares etc., shall also be credited to such DEMAT account.

Any further dividend received on such shares shall be credited to the IEPF Fund.

Business Responsibility Report (BRR)

Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization.

In compliance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report.

Insolvency and Bankruptcy Code, 2016:

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/ courts or tribunals which have an effect on the going concern status of the company and its operations.

Environment, Health and Safety

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the CompanyRss objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the CompanyRss principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the CompanyRss customers, members, vendors and Bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise/ GST department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support and co-operation in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all Employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.