Annual Report of Rajnish Retail Limited for the financial year 2025-2026

RAJNISH RETAIL LIMITED (Formerly known as Sheetal Diamonds Limited) CIN: L47190MH1994PLC083945 www.rajnishretail.com info@rajnishretail.com +91 8850742246 Date: 04/09/2026 The Department of Corporate Service. BSE Limited. Department of Corporate Service, 14th Floor, P.J. Tower, Dalal Street, Fort, Mumbai – 400 001. Sub.: Notice of the 32nd Annual General Meeting (“AGM”) along with Annual Report of Rajnish Retail Limited for the financial year 2025-2026 Ref: Rajnish Retail Limited, Scrip Code: 530525 Dear Sir, Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached the Notice of the 32nd Annual General Meeting of the Company scheduled to be held on Saturday the 26th September, 2026 at 3:30 p.m. (IST) through Video Conferencing / Other Audio-Visual Means (OAVM), along with the Annual Report of Rajnish Retail Limited for the financial year 2025 - 2026 which is being sent through electronic mode to all the Members of the Company who have registered their e-mail address with the Company. The Notice of AGM along with Annual Report for the financial year 2025 - 2026 is available on the website of the Company at https://rajnishretail.com/annual-report/ , on the website of Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com. We request you to take the above information on record. Thanking you. Yours Faithfully, For RAJNISH RETAIL LIMITED (Formerly Known as “SHEETAL DIAMONDS LIMITED”) Vijay Kumar Chopra Whole- Time-Director and Chief Financial Officer DIN: 10337012 Reg.Office:Shop No. 22, New Corporate Co-op Premises Society Ltd, Ramchandra Lane Extension Road Kachapada, s West, Mumbai-400064 RAJNISH RETAIL LIMITED CIN: L47190MH1994PLC083945 Board of Directors and Key Managerial Personnel Sr. No. Name Designation Non-Executive – Non-Independent Director, 1 Rajnish Kumar Singh Chairperson Executive Whole-time Director & Chief 2 Vijay Kumar Chopra Financial Officer 3 Anand Kumar Jain Executive Whole-time Director 4 Apra Sharma Non-Executive - Independent Women Director 5 Lovish Kataria Non-Executive - Independent Director Renu Kaur 6 (Resignation w.e.f. May 16, Non-Executive-Independent Women Director 2025) Saurabh Gakhar 7 (Appointment w.e.f. July 04, Non – Executive- Independent Director 2025) 8 Priti Agrawal Company Secretary & Compliance Officer CORPORATE INFORMATION REGISTERED ADDRESS BANKERS SH-022, Neo Corporate Plaza, IndusInd Bank Ramchandra Lane Extension, Malad- AU Small Finance Bank West, Mumbai, Maharashtra, India, Bank of Baroda 400064 SHARES LISTED AT AUDITORS BSE Limited, M/S C.P. Jaria & Co, Phiroze Jeejeebhoy Towers, Chartered Accountants Dalal Street, Mumbai – 400 001 SECRETARIAL AUDITORS SHARE TRANSFER AGENT M/s. HSPN And Associates LLP Satellite Corporate Services Pvt. Ltd. Practicing Company Secretaries 106 & 107 Dattani Plaza, Kurla Andheri Road, Kurla (W), Nr. Safed Poll East West Ind Estate INTERNAL AUDITOR Mumbai City MH 400072 IN M/s. Shweta Goel & Co Tel: 022-28520461/462 Chartered Accountants Email: service@satellitecorporate.com CONTENTS OF THE ANNUAL REPORT Sr. Page Particulars No. Number 1 Notice of Annual General Meeting 01 - 26 2 Directors’ report 27 - 40 3 Annexure A to Directors’ report 41 4 Annexure B to Directors’ report 42 - 43 5 Annexure C to Directors’ report 44 - 45 6 Annexure D to Secretarial Audit report 46 - 47 7 Annexure E to Directors’ report 48 - 51 8 Annexure F to Directors’ report 52 - 55 9 Annexure G to Directors’ report 56 - 78 10 Annexure H to Directors’ report 79 11 Independent Auditor’s Report 80 - 90 12 Balance Sheet 91 - 92 13 Statement of Profit & Loss 93 - 94 14 Cash Flow Statement 95 - 96 15 Statement of Changes in Equity 97 - 98 16 Notes to Financial Statement 99 - 117 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE THIRTY SECOND ANNUAL GENERAL MEETING (THE “MEETING”) OF RAJNISH RETAIL LIMITED (“THE COMPANY”) WILL BE HELD ON SATURDAY THE 26TH SEPTEMBER, 2026 AT 3.30 PM THROUGH VIDEO CONFERENCING/ OTHER AUDIO- VISUAL MEANS (VC/OAVM) FACILITY TO TRANSACT FOLLOWING BUSINESS. ORDINARY BUSINESS: ITEM NO. 1 TO APPROVE ADOPTION OF FINANCIAL STATEMENTS: To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2026 including Audited Balance Sheet as at 31st March, 2026 and the statement of Profit & Loss for the year ended on that date and the Report of the Board of Directors and Auditors thereon. ITEM NO. 2 TO RE-APPOINT MR. ANAND KUMAR JAIN (DIN: 06473991) WHO RETIRES BY ROTATION & BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT AS A DIRECTOR: To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Section 152 (6) and other applicable provisions of the Companies Act, 2013(including any statutory modification(s), amendment(s) or re-enactment thereof for the time being in force), Mr. Anand Kumar Jain (DIN: 06473991) who retires by rotation & being eligible offers himself for re-appointment as Director, be and is hereby re-appointed as a Director liable to retire by rotation.” SPECIAL BUSINESS: ITEM NO. 3 TO APPROVE RELATED PARTY TRANSACTIONS UP TO ₹10 CRORES. To consider and if though fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188, 177, and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations), and the Company’s Policy on Related Party Transactions, and subject to such other consents, approvals, permissions as may be required, the approval of the members of the Company be and is hereby accorded to the Board of Directors (including any committee thereof), to enter into and/or continue to enter into Related Party Transactions (RPTs), whether individually and/or in aggregate, with related parties as defined under the Companies Act and SEBI LODR Regulations, for an amount not exceeding 1 | Pa ge Rs.10,00,00,000/- (Rupees Ten Crores only) during the financial year 2026–2027, such transactions being in the ordinary course of business and at arm’s length basis. RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to do all such acts, deeds, matters, and things including finalising the terms and conditions, and execute such agreements, documents and writings as may be required, and to delegate all or any of the powers herein conferred to any directors of the Company, to give effect to this resolution." ITEM NO.4 TO APPROVE THE TRANSACTIONS WITH THE COMPANY’S RELATED PARTIES: To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 23(4) of the Securities and Exchange Board of India the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company’s policy on Related Party transaction and as agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee and sub-committee which the Board may have constituted or shall hereinafter constitute to exercise its powers including the powers conferred by this resolution), approval of the members of the Company be and is hereby accorded to enter [Showing first 8,000 characters — download PDF for full document]