Your Directors are pleased to present the 5^th Annual Report of REDTAPE Limited (“Company”), together with the Audited Financial Statements, for the financial year ended March 31, 2026. The Report provides an overview of the Company’s business operations, financial performance, and significant developments during the year under review.

The key highlights of the Company’s financial performance for the financial year ended March 31, 2026, along with the corresponding figures for the previous financial year, are presented below:

1. FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31,2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and the provisions of the Companies Act, 2013. The Company’s Standalone and Consolidated financial performance for the year ended March 31,2026, is summarized below:

('' in Lakh)

2. PERFORMANCE HIGHLIGHTS

On consolidated basis, the revenue from operations for FY 2025-26 is '' 241877 lakh against ''202091 lakh in the previous year, registering a growth of 19.68%. The Profit after tax is '' 24055 lakh against Profit of ''17000 lakh during the previous year, reflecting a growth of 41.50%.

On a Standalone basis, the revenue from operations for FY2025-26 is ''241451 lakh against ''201846 lakh in the previous year, registering a growth of 19.62%. The profit after tax is ''24416 lakh against ''18448 lakh during the previous year, reflecting a growth of 32.35%.

Your directors remain committed to driving sustainable revenue growth, improving profitability, and creating long-term value for all stakeholders.

3. BUSINESS OVERVIEW AND STATE OF AFFAIRS

A detailed overview of the Company’s business operations, industry scenario, performance, opportunities, risks, and the overall state of affairs is provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

4. MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR 2025-26

There are no material Developments that took place during the FY 2025-26.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting the financial position of the Company between the end of the FY 2025-26 and the date of this report. There are no significant and material

orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

6. BUSINESS DEVELOPMENTS

During the financial year under review, the Company expanded its product portfolio with the launch of REDTAPE Sunglasses and Women’s Handbags, respectively, marking its entry into a new product segment within the apparel and accessories category. This strategic initiative is aligned with the Company’s vision of strengthening its lifestyle brand portfolio, enhancing customer offerings and catering to the evolving preferences of consumers in the domestic market.

7. DIVIDEND

The Board of Directors, at their meeting held on May 26, 2026, has recommended a final dividend of '' 2 per fully paid-up equity share (100%) for the financial year 2025-26. The Record Date for determining the eligibility of members entitled to receive the final dividend has been fixed as Friday, July 31,2026.

Subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”), the final dividend shall be paid to the eligible shareholders, whose names appear in the Register of Members or the records of the Depositories on the Record Date, as per the provisions of Corporate and Allied Laws.

8. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”), as amended from time to time, the top 1,000 listed entities based on market capitalization are required to formulate and disclose a Dividend Distribution Policy.

Accordingly, the Company has adopted a Dividend Distribution Policy, which provides a transparent framework and guiding principles for declaration and distribution of dividends, taking into account various financial, operational and strategic factors considered by the Board from time to time. The Policy is available on the Company’s website at https://about.redtape. com/assets/investor-pdf/code_of_conducts_and_ policies/Dividend-Distribution-Policy.pdf

9. TRANSFER TO RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserve for the financial year 2025-26. Accordingly, the entire profit for the financial year has been kept in the retained earnings.

10. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company during the financial year under review.

11. SHARE CAPITAL

The Authorised Share Capital of the Company is ''1,12,01,00,000 (Rupees One Hundred Twelve Crore and One Lakh) divided into 56,00,00,000 ( Fifty Six Crore ) Equity Shares of ''2/- (Rupees Two ) each aggregating to ''1,12,00,00,000 (Rupees One Hundred Twelve Crore) and 50,000 (Fifty Thousand) Preference Shares of ''2 each aggregating to ''1,00,000 (Rupees One Lakh).

Further, pursuant to the terms of issue, the Company redeemed 50,000 Preference Shares of ''2/- each on May 27, 2025, resulting in a reduction of ''1,00,000 in the paid-up share capital. Consequently, the paid-up share capital of the Company stood reduced from ''110,57,15,200 to ''110,56,15,200 as on March 31,2026.

12. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and the rules made thereunder, the Annual Return of the Company for the financial year 2025-26, in the prescribed form, has been placed on the website of the Company. The same can be accessed at https:// about.redtape.com/annual-return.php

13. DEPOSIT

During the financial year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has filed e-Form DPT-3 with the Registrar of Companies within the prescribed timeline in compliance with the applicable provisions of the Companies Act, 2013.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company firmly believes that its purpose extends beyond business operations to serving all stakeholders, and that long-term sustainability is a fundamental prerequisite for responsible and enduring growth.

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company for the financial year 2025-26. Accordingly, the Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2025-26, as required under the

Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure - I.

I n compliance with the provisions prescribed under Section 135 of the Act, the Board of Directors of your Company constituted Corporate Social Responsibility (CSR) Committee on April 07, 2023. The CSR Committee comprises of Mr. Shuja Mirza -Managing Director as Chairman, Mr. Arvind Verma -Whole Time Director, Dr. Yashvir Singh - Independent Director and Dr. Rajshree Saxena - Independent Director as members.

The terms of reference of the Corporate Social Responsibility (CSR) Committee are provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://about.redtape. com/assets/investor-pdf/code_of_conducts_and_ policies/CSR_Policy.pdf

Initiatives taken by the Company during the Year are as follows:

The Members are hereby informed that, with a view to preserving and promoting the rich cultural heritage of the nation, the Company had already undertaken initiatives under the “Adopt a Heritage Scheme 2.0” launched by the Ministry of Culture, Government of India, during the previous financial year. Under the said scheme, the Company adopted selected heritage monuments, as approved by the Archaeological Survey of India (ASI), through Sabhyata Foundation, a Section 8 company incorporated under the Companies Act, 2013, acting as the implementing agency.

Pursuant to the above, the Company has made significant progress in the adoption and development of identified heritage sites. At Kashmiri Gate, various initiatives such as plantation drives and illumination works have already been completed which has enhanced aesthetic and environmental value of the monument, with security and cleaning measures. Further, same initiatives have been undertaken for Delhi Gate for illumination, cleaning and security. Now, concentration is given for Ajmeri Gate for replicating the same initiatives.

In addition to heritage conservation, the Company continues to actively undertake various Corporate Social Responsibility (CSR) initiatives, including promotion of education for underprivileged children, skill development programs, constant medical assistance to the needy and other community welfare activities.

Members are requested to refer to the detailed sections on CSR in the Annual Report for comprehensive information along with supporting visuals, which includes other initiatives.

15. BOARD OF DIRECTORS

The Board of Directors of the Company is duly constituted in accordance with the provisions of the Companies Act, 2013, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Board reflects an optimum Composition of Executive, Non-Executive and Independent Directors, with an appropriate mix of skills, experience, expertise, diversity and professional competence. The Directors bring with them rich and varied experience across diverse fields, enabling the Board to provide effective leadership, strategic direction and robust oversight of the Company’s affairs. The Board continues to function in a transparent, accountable and efficient manner, ensuring the highest standards of corporate governance and safeguarding the interests of all stakeholders.

As on March 31, 2026, the Board comprised eight (8) Directors: Mr. Rashid Ahmed Mirza, Whole-time Director and Chairman; Mr. Shuja Mirza, Managing Director; Mr. Arvind Verma, Whole-time Director; Ms. Sunanda, Whole-time Director; and the remaining Directors i.e. Mr. Sanjay Bhalla, Dr. Yashvir Singh, Mr. Subhash Chander Sapra and Dr. Rajshree Saxena, respectively, serve as Non-Executive Independent Directors.

16. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, Six (6) Board meetings were held and the details of same are given in the Corporate Governance Report forming part of this Annual Report.

The intervening gap between two consecutive meetings was not more than one hundred and twenty days (120 days) as prescribed by the Companies Act, 2013 and applicable provisions

17. RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rashid Ahmed Mirza (DIN: 00049009) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment for the approval of the Members at the ensuing Annual General Meeting.

During the financial year under review, except as stated above, there was no change in the composition of the Board of Directors of the Company.

18. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25(8) of the Listing Regulations.

The Independent Directors have also confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA) and also confirmed that they have complied with Company’s Code for Independent Directors. The Board is of the opinion that they are people of integrity and possess relevant expertise and experience.

19. THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.

In terms of the provisions of Section 2(51) and 203 of the Companies Act, 2013, during the financial year 2025-26, the Company has following whole-time Key Managerial Personnel (“KMP”):

20. COMMITTEES OF THE BOARD OF DIRECTORS

I n compliance with the provisions of the Companies Act, 201 3, the Rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted various Committees to assist it in the effective discharge of its responsibilities and to strengthen the corporate governance framework of the Company.

As on the date of this Report, the Board has constituted the following Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders’ Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee; and

• Corporate Affairs Committee.

The details of the terms of reference, composition of the aforesaid Committees, number of meetings held during the financial year 2025-26 and the attendance of the members at such meetings are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

21. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated and recommended to the Board a policy on the appointment

and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy, inter alia, lays down the criteria for appointment, qualifications, positive attributes, independence of Directors, remuneration framework and other matters as prescribed under the applicable provisions of the Companies Act, 2013 and the Rules made thereunder. The said Policy was approved by the Board of Directors on May 30, 2023, and is available on the Company’s website at: https://about.redtape. com/assets/investor-pdf/code_of_conducts_and_ policies/Nomination-and-Remuneration-Policy.pdf

The Board affirms that the remuneration paid to the Directors during the year in accordance with the terms and parameters laid out in the said policy.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Pursuant to Section 134(3)(g) of the Companies Act, 2013 during the year under review the Company has not given loan or guarantee or provided any security covered under the provisions of Section 186 of the Companies Act, 2013.

Further the details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as below:

23. REPORT ON SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company had two wholly owned subsidiaries, namely RedTape Bangla Limited (formerly known as Mirza Bangla Limited) and RedTape HK Limited. Further, RedTape HK Limited had two wholly owned subsidiaries, namely RedTape London Limited and RedTape (Quanzhou) Sports Goods Co. Limited, which were step-down subsidiaries of the Company.

During the financial year under review, there was no change in the subsidiary structure of the Company. The Company did not have any associate or joint venture company during the financial year 2025-26.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the names, details and key financial highlights of the subsidiaries in Form AOC- 1 is included in the Consolidated Financial Statements, which forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Financial Statements of the Company, together with the separate audited financial statements of its subsidiary companies and other relevant documents, are available on the Company’s website at https://about.redtape.com/financial-information.php.

24. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, there is no such Company which has ceased to become a subsidiary Company.

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

During the financial year under review, the Company entered into transactions with its related parties, namely M/s Gempack Enterprises and Mirza International Limited, pursuant to the agreements executed on March 26, 2025, which became effective from April 1, 2025. All such transactions were undertaken in the ordinary course of business and on an arm’s length basis, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Since all related party transactions were entered into in the ordinary course of business and on an arm’s length basis, and no material contract or arrangement requiring disclosure under Section 188 of the Companies Act, 2013 was entered into during the Financial Year. Accordingly, disclosure in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, is not applicable.

Details of the related party transactions are disclosed in the Financial Statements, which forms an integral part of this Annual Report.

The policy on Related Party Transactions, as approved by the Board is available on the website of the Company at https://about.redtape.com/ assets/investor-pdf/code_of_conducts_and_policies/ Related-Party-Transaction-Policy.pdf

26. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The human resource development function of the Company continues to be guided by a robust framework of values and well-defined policies, with a continued focus on providing a conducive, inclusive, and growth-oriented work environment for its employees. The Company remains committed to maintaining a workplace free from all forms of

discrimination and harassment, including physical, verbal, and sexual harassment, and has implemented appropriate policies and mechanisms in compliance with applicable laws. During the year under review, various initiatives were undertaken to strengthen employee engagement, capability building, and overall organizational development, the details of which are provided in the Management Discussion and Analysis Report. The Company also maintained healthy, cordial, and harmonious industrial relations at all levels throughout the year under review.

Engagement, Connect & Celebrations

The Company believes that an engaged and motivated workforce is fundamental to its sustained success. During the year, the Company organized various employee engagement initiatives, cultural events and celebrations to promote collaboration, strengthen team spirit and foster an inclusive workplace culture. National occasions such as Independence Day and Republic Day, along with festivals and other significant events, were celebrated across the organization to enhance employee engagement and reinforce the Company’s core values.

Customer Engagement Initiatives

The Company continued to strengthen its engagement with customers through workshops and interactive sessions aimed at enhancing customer experience, fostering collaboration and building long-term relationships. These initiatives were well received and reaffirmed the Company’s commitment to customer-centricity, trust and continuous value creation.

Occupational Health, Safety and Well-being

The Company is committed to providing a safe, healthy and secure workplace for all its employees. A comprehensive Occupational Health, Safety and Well-being Policy is in place, supported by well-defined processes and standard operating procedures, to identify, assess and mitigate workplace risks while ensuring compliance with applicable statutory and regulatory requirements.

During the year, the Company undertook various initiatives to strengthen occupational health and safety, including:

• Web-based training programmes on first aid, fire safety, building and office evacuation, and emergency preparedness for employees;

• Awareness sessions on health, safety and emergency response for off-roll and field personnel;

• Organization-wide safety awareness programmes to reinforce a culture of safety; and

• Regular engagement with Regional Officers to review and strengthen safety practices across locations.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and foreign exchange outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure II, which forms an integral part of this Report.

28. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The disclosures relating to the remuneration of Directors, Key Managerial Personnel and employees, as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure III, forming part of this Report.

The statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, in terms of the provisions of Section 136 of the Companies Act, 2013, this Annual Report is being circulated to the Members excluding the aforesaid statement.

The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on all working days for a period of twenty-one days preceding the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the said statement may submit a written request to the Company, and the same shall be made available upon request.

29. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the Listing Regulations, your Company familiarizes its Independent Directors with their roles, rights, and responsibilities in the Company, as well as with the nature of the industry and the Company’s business model, through structured presentations covering, inter alia, the Company’s strategy, product and service offerings, customer and shareholder profile, financial performance, human resources, technology, facilities, internal controls, and risk management framework. The Board is also periodically apprised of any changes in the regulatory framework governing the roles and responsibilities of Independent Directors. Further details in this regard are provided in the Report on Corporate Governance, and the details of such familiarization programmes

are available on the website of the Company at https://about.redtape.com/assets/investor-pdf/ odur46/Details-of-Familiarization-Program-for-FY-2025-26.pdf.

30. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company, at the Second Annual General Meeting held on September 30, 2023, approved the appointment of M/s Ashwani & Associates, Chartered Accountants (Firm Registration No. 000497N), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the Second Annual General Meeting until the conclusion of the Seventh Annual General Meeting of the Company.

I n accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity is required to ensure that the limited review reports and audit reports submitted to the Stock Exchanges on a quarterly and annual basis are issued only by an auditor who has undergone the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and holds a valid Peer Review Certificate issued by the Peer Review Board of the ICAI. The Statutory Auditors of the Company fulfil the aforesaid requirement.

The Statutory Auditors have issued the Audit Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer of opinion. The notes forming part of the Financial Statements referred to in the Audit Reports are self-explanatory and, therefore, do not call for any further comments from the Board.

31. DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE ACT

During the financial year under review, the Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013. Accordingly, no disclosure is required to be made under Section 134(3)(ca) of the Companies Act, 2013.

32. COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 maintenance of Cost Records is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, have appointed Mr. Arun Kumar Srivastava, Cost Accountants, (Membership No. 10467 & Firm Registration No. 100090), as Cost Auditor to conduct Audit of the Cost Accounts maintained by the Company for the FY 2025-26.

The Board of Directors has, based on the recommendations of the Audit Committee, in their meeting held on May 26, 2026, re-appointed Mr. Arun Kumar Srivastava, Cost Accountant, as Cost Auditor of the Company to conduct the audit of the Company’s Cost Records for the financial year 2026-27. Mr. Arun Kumar Srivastava has confirmed his independence and arm’s length relationship with the Company and that he is free from the disqualifications specified in Section 139 and 141 of the Act and his appointment meets the requirements prescribed in Section 141(3)(g) and 148 of the Act.

I n compliance with Rule 14 of the Companies (Audit and Auditors), Rules, 2014, an item for ratification of remuneration of cost auditor for conducting the audit for the financial year 2026-27 has been included in the Notice of the ensuing AGM for member’s approval.

The Cost Audit Report for the financial year under review does not contain any qualification, reservation or adverse remark.

33. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 (“the Act”) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s R&D, Company Secretaries (Firm Registration No. P2005DE011200), were appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years, commencing from FY 2025-26 to FY 2029-30, at the 4^th Annual General Meeting held on September 26, 2025, based on the recommendation of the Audit Committee and the approval of the Board of Directors.

The Secretarial Auditors have confirmed that their appointment is in compliance with the eligibility criteria prescribed under the applicable provisions of the Companies Act, 2013 and the Listing Regulations. They have conducted the Secretarial Audit of the Company for the financial year ended March 31,2026, in accordance with the applicable statutory provisions and have submitted their Secretarial Audit Report.

The Secretarial Audit Report for the financial year 2025-26 is annexed to this Report as Annexure IV.

The Secretarial Audit Report does not contain any observations/qualifications, which does have any material impact on the operations or financial position of the Company.

34. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), as amended from time to time, during the financial year under review.

35. INTERNAL AUDITOR

In terms of the provisions of Section 138 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s Surinder Mahajan & Associates, Chartered Accountants (Firm Registration No. 009973N), as the Internal Auditors of the Company at its meeting held on May 27, 2025, to conduct the internal audit of the Company for the financial year 2025-26.

The Internal Auditors have carried out the internal audit in accordance with the approved audit plan and submitted their reports to the Audit Committee on a periodic basis. The Internal Audit Reports for the financial year 2025-26 do not contain any qualification, reservation, disclaimer or adverse remark. The Internal Auditors have, however, made certain recommendations for further strengthening the Company’s internal controls and financial processes, which have been duly noted by the Management and are being implemented, wherever considered necessary.

36. INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

The effectiveness of the internal financial control systems is assessed by the Internal Auditors of the Company through design and operating effectiveness testing carried out on a quarterly basis and is also independently assessed by the Statutory Auditors as part of their audit procedures. The Internal Auditors submit their reports periodically, which are reviewed by the Audit Committee of the Board, along with management responses and corrective actions, if any. Based on these assessments, no material weaknesses or deficiencies in the design or operation of the Internal Financial Controls were observed during the year.

Further, the Audit Committee actively oversees the adequacy and effectiveness of the internal control framework, risk management systems, and financial reporting processes. The Board of Directors also

reviews the internal financial controls from time to time to ensure their robustness and operating effectiveness and continues to strengthen the Company’s risk management and internal control capabilities through timely improvements in policies and procedures.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year ended March 31, 2026, forms an integral part of this Annual Report.

The Management Discussion and Analysis Report provides, inter alia, a comprehensive review of the industry structure and developments, business performance, operational and financial performance, opportunities and threats, risks and concerns, internal control systems, outlook and other information as prescribed under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

38. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND DIRECTORS

In accordance with the provisions of Section 178 of the Companies Act, 2013, read with the rules framed thereunder and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, in consultation with the Nomination and Remuneration Committee, has put in place a structured framework for annual performance evaluation of the Board, its Committees, and individual Directors. The evaluation process for the financial year 2025-26 was carried out through a comprehensive mechanism, which included circulation of structured questionnaires and feedback formats to the Directors.

The evaluation was aimed at assessing the effectiveness of the Board’s functioning, adequacy of its composition, and its ability to discharge responsibilities in line with the Company’s strategic objectives. The Directors were evaluated on various parameters, including their participation and contribution in Board and Committee meetings, strategic inputs, and guidance provided to the management. The performance of the Board as a whole was assessed considering factors such as overall governance standards, oversight on management, risk management practices, quality of deliberations, and effectiveness of decision-making processes.

The Committees of the Board were evaluated based on their composition, scope of work, and effectiveness in discharging their respective responsibilities. In line

with regulatory requirements, the performance of Independent Directors was evaluated by the entire Board, excluding the Directors being evaluated, while the Independent Directors also reviewed the performance of the Non-Independent Directors, the Chairman, and the Board as a whole.

The Board expressed satisfaction with the overall evaluation process and its outcomes.

39. MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors are required to hold at least one separate meeting during each financial year, without the presence of the Non-Independent Directors and members of the management, to review the performance of the Non-Independent Directors and the Board as a whole, evaluate the performance of the Chairperson of the Company and assess the quality, quantity and timeliness of the flow of information between the management and the Board.

The Company has duly complied with the aforesaid provisions during the Financial Year 2025-26. The details of the meetings of the Independent Directors, including the dates and attendance, are provided in the Report on Corporate Governance, which forms part of this Annual Report.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the FY 2025-26, no significant and material orders were passed by the regulator(s) or court(s) or tribunal(s), impacting the going concern status and Company’s operations in future.

41. CREDIT RATINGS

During the year under review, your Company has obtained credit rating. For brief details of credit ratings refer to the Report on Corporate Governance.

42. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of corporate governance and believes that sound governance practices are essential for enhancing stakeholder value and ensuring sustainable growth.

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Report on Corporate Governance for the financial year ended March 31, 2026, forms an integral part of this

Annual Report. The Report sets out the governance framework, policies and practices adopted by the Company in compliance with the applicable provisions of the Listing Regulations.

The requisite certificate from the Practising Company Secretary confirming compliance with the conditions of Corporate Governance, as required under Schedule V of the Listing Regulations, forms part of the Report on Corporate Governance.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company is committed to conducting its business in a responsible, ethical and sustainable manner, while creating long-term value for all its stakeholders. We recognizes that responsible business practices, coupled with robust environmental, social and governance (“ESG”) principles, are integral to its long-term growth and sustainable development.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, the Business Responsibility and Sustainability Report (“BRSR”) for the financial year ended March 31,2026, forms an integral part of this Annual Report.

44. NODAL OFFICER

Your Company has designated Mr. Akhilendra Bahadur Singh, Company Secretary and Compliance Officer, as the Nodal Officer for the purpose of coordination with the Investor Education and Protection Fund Authority (“IEPFA”) and for dealing with matters relating to unclaimed dividends, transfer of shares and refund claims under the Investor Education and Protection Fund (“IEPF”).

The details of the Nodal Officer are available on the Company’s website at: https://about.redtape. com/help-desk.php

45. BOARD POLICIES

The Board of Directors has approved and adopted various policies and codes in accordance with the provisions of the Companies Act, 2013 and the applicable regulations issued by the Securities and Exchange Board of India (“SEBI”). These policies and codes provide the framework for effective corporate governance and regulatory compliance and are reviewed and updated from time to time, as considered necessary.

The details of the policies and codes adopted by the Board are available on the Company’s website at: https://about.redtape.com/code-of-conducts-and-policies.php

46. BOARD DIVERSITY

The Company firmly believes that an appropriately diversified Board enhances the quality of decision-making, strengthens corporate governance and contributes to the sustainable growth of the Company. The Board Diversity Policy seeks to ensure an appropriate balance of skills, experience, knowledge, professional expertise, gender, age, cultural and geographical background, ethnicity, industry experience, thought and perspective, enabling the Board to effectively discharge its responsibilities and provide strategic direction to the Company.

While identifying and recommending suitable candidates for appointment to the Board, the Nomination and Remuneration Committee considers diversity of thought, experience, knowledge, expertise and other attributes, in addition to merit and integrity, so as to maintain an optimum balance of competencies on the Board.

The Board Diversity policy is available on our website, at https://about.redtape.com/assets/ investor-pdf/code_of_conducts_and_policies/Board_ Diversity_Policy.pdf.

47. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, unpaid or unclaimed dividend remaining in the Unpaid Dividend Account for a period of seven consecutive years, together with the corresponding equity shares in respect of which such dividend remains unpaid or unclaimed for seven consecutive years, is required to be transferred to the Investor Education and Protection Fund (“IEPF”).

The Company was incorporated on December 8, 2021 and declared its first dividend during the Financial Year 2024-25. Accordingly, no unpaid or unclaimed dividend or corresponding equity shares of the Company became due for transfer to the IEPF during the Financial Year 2025-26 under the aforesaid provisions.

However, pursuant to the Composite Scheme of Arrangement amongst Mirza International Limited and REDTAPE Limited, 4,76,921 equity shares of the Company allotted to shareholders whose corresponding shareholding in Mirza International Limited had already been transferred to the IEPF were also transferred to the demat account of the IEPF Authority, in accordance with the applicable provisions of the Scheme and the IEPF Rules.

During the Financial Year 2024-25, the Company issued Bonus Equity Shares in the ratio of 3:1. Accordingly, 14,30,763 Bonus Equity Shares allotted in respect of the equity shares lying in the demat account of the IEPF Authority were also transferred to the IEPF Authority in accordance with the applicable provisions of the Companies Act, 2013

For the FY 2024-25, the Company declared an Interim Dividend of '' 2.00 per equity share and a Final Dividend of '' 0.25 per equity share. The dividend pertaining to the equity shares held by the Investor Education and Protection Fund (“IEPF”) was also transferred to the IEPF Authority in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

The details of unpaid/unclaimed dividend are available on the Company’s website at https:// about.redtape.com/Statement-Showing-Unclaimed-UnpaidInterim-Dividend.php.

Process of claiming shares and dividend from IEPF

Members whose shares and dividends have been transferred to the Investor Education and Protection Fund (“IEPF”) may claim the same by submitting the prescribed documents to the Registrar to Issue and Share Transfer Agent (“RTA”) of the Company at [email protected], for issuance of an Entitlement Letter (“EL”).

Upon receipt of the Entitlement Letter, the Member is required to file the web-based Form IEPF-5 electronically through the Ministry of Corporate Affairs (“MCA”) portal at www.mca.gov.in, along with the Entitlement Letter and the prescribed supporting documents. After successful submission of Form IEPF-5, the Member is required to upload the postal receipt under the “Pending for Action” tab on the MCA portal and thereafter forward the duly signed and self-attested physical copy of Form IEPF-5, together with the requisite documents, to the Company.

The aforesaid process facilitates expeditious processing of claims and minimizes the likelihood of rejection of applications by the Company or the Investor Education and Protection Fund Authority (“IEPFA”) on account of incomplete documentation or non-receipt of the requisite documents.

FAQs on dealing with IEPF are available on the website of the Company.

48. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDERSSAL) ACT, 2013

The Company is committed to providing a safe, secure, inclusive and respectful work environment,

where every employee is treated with dignity and respect, and is afforded equal opportunity, irrespective of gender. Since its inception, the Company has maintained a zero-tolerance approach towards any form of sexual harassment at the workplace and is committed to fostering a work culture that promotes equality, dignity and mutual respect.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, which is available on the Company’s website at https://about. redtape.com/assets/investor-pdf/code_of_conducts_ and_policies/Policy-on-Prevention-Prohibition-Redressal-of-Sexual-Harassment-at-the-Workplace20-Feb.pdf. The Company has also constituted an Internal Complaints Committee (“ICC”) in accordance with the provisions of the POSH Act to ensure the effective implementation of the Policy and timely redressal of complaints, if any. The Policy is effectively communicated across the organization, and appropriate disciplinary action, including termination of employment wherever warranted, is provided for in cases of violation.

The Company continues to undertake various awareness and sensitization initiatives to promote a safe and respectful workplace and to ensure that all employees, including permanent, contractual, temporary employees and trainees, are aware of their rights and responsibilities under the POSH Act.

An Internal Complaints Committees is available at all its plants and offices in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to ensure a safe, secure, and dignified work environment for all employees. Further, your Company regularly conducts awareness and sensitization sessions for employees to promote understanding of the policy, encourage respectful workplace behavior, and ensure effective implementation of the applicable legal provisions.

During the financial year under review, no complaint of sexual harassment was received under the provisions of the POSH Act.

49. RISK MANAGEMENT

Your Company has in place a comprehensive Risk Management Policy in line with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, which provides a structured approach to identify, assess, and mitigate risks that may impact on the

achievement of its business objectives. The Board of Directors has overall responsibility for overseeing the risk management framework and internal control systems, including those relating to financial reporting and regulatory compliance, and undertakes periodic assessment of key risks faced by the Company.

To assist the Board in discharging these responsibilities, a Risk Management Committee has been constituted to evaluate risk exposures and recommend appropriate mitigation measures. The risk management processes are embedded across the major functions of your Company and are regularly reviewed to ensure their effectiveness and continuous improvement. The Board, based on inputs from the Committee; reviews significant risks and related actions from time to time. In the opinion of the Board, there are no risks that threaten the existence of your Company, however, key risks and challenges are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

Further details relating to the composition, meetings, and terms of reference of the Risk Management Committee are provided in the Report on Corporate Governance which forms part of the Annual Report.

The Risk Management Policy of the Company as approved by the Board of Directors, is uploaded on your Company’s website at https://about.redtape. com/assets/investor-pdf/code_of_conducts_and_ policies/Risk-Managment-Policy2025.pdf

50. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism / Whistle Blower Policy to provide Directors, employees and other stakeholders, as applicable, with a formal mechanism to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Company’s Code of Conduct or any other improper practices.

The Policy provides adequate safeguards against victimisation of persons who avail of the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Company affirms that no person has been denied access to the Chairperson of the Audit Committee under the Vigil Mechanism.

During the financial year under review, no whistle blower complaint was received under the said Policy.

The Vigil Mechanism and Whistle Blower Policy of the Company as approved by the Board of Directors, is

uploaded on your Company’s website at the link https:// about.redtape.com/assets/investor-pdf/code_of_ conducts_and_policies/Vigil-Mechanism-Policy.pdf .

51. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING PRACTICES

Your Company has adopted a Code of Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“UPSI”), In compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

These Codes provide a robust framework for preserving the confidentiality of Unpublished Price Sensitive Information, preventing insider trading and ensuring timely and adequate disclosure of UPSI in accordance with the applicable regulatory requirements. The Codes are reviewed periodically and updated, whenever required, to ensure continued compliance with the applicable laws and regulations.

The aforesaid Codes are available on the Company’s website

i) Code of Conduct to regulate, monitor and report trading by insider at: https://about.redtape.com/ assets/investor-pdf/code_of_conducts_and_ policies/CodeSEBI-PITRegulation.pdf

i) Code of practices and procedures for fair disclosures at: https://about.redtape.com/ assets/investor-pdf/code_of_conducts_ and_policies/Code-of-Fair-Disclosure-SEBI-PIT-Regulations.pdf

52. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application was made and also no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

53. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, no such valuation was required to be done.

54. COMPLIANCE WITH THE CODE ON SOCIAL SECURITY 2020 - MATERNITY BENEFIT

Your Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefits Act, 1961/ the Code on Social Security, 2020.

55. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the period under review, no such order is passed by any Regulator(s) or Court(s) or Tribunal(s) which would impact the going concern status of the Company and its future operations other than the orders mentioned herein above.

56. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they have 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 and loss of the Company for that period;

c) That they have 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) That they have prepared the annual accounts on a going concern basis;

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

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

57. MANAGING DIRECTOR AND CFO CERTIFICATION

The certificate required under Regulation 17(8) read with Part B of schedule II of the Listing Regulations, duly signed by the Managing Director and CFO as placed before the Board is annexed with Corporate Governance Report which forms part of this Annual Report.

Declaration by Managing Director under Regulation 34(3) read with Schedule V of the Listing Regulations in respect of compliance with the Company’s Code of Conduct is annexed with Corporate Governance Report which forms part of this Annual Report.

58. LISTING WITH STOCK EXCHANGES

The equity shares of your Company are listed on BSE Limited and National Stock Exchange of India Limited with effect from August 11, 2023. Your Company has paid the annual listing fees for the Financial Year 2026-27 to both the Stock Exchanges.

59. GREEN INITIATIVE

In line with the Green Initiative and in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”) from time to time, the Notice convening the 5^th Annual General Meeting (“AGM”) and the Annual Report for the Financial Year 2025-26 will be circulated to the Members through electronic mode whose e-mail addresses are registered with the Company or their respective Depository Participant(s)/ Registrar to an Issue and Share Transfer Agent.

The Notice of the 5^th AGM and the Annual Report for the Financial Year 2025-26 will also be made available on the Company’s website at www.redtape.com and on the websites of the Stock Exchanges, namely, BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com).

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company will provide the facility of remote e-voting to enable Members to cast their votes electronically on all the resolutions set out in the Notice of the 5^th AGM. The detailed instructions for remote e-voting and e-voting during the AGM will form part of the Notice convening the 5^th AGM.

62. ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the dedication, commitment and invaluable contribution of the Company’s employees, whose continued efforts have been instrumental in

the Company’s performance and growth during the year under review.

The Board also expresses its heartfelt gratitude to the Company’s customers, dealers, distributors, franchisee partners, vendors, business associates and the communities around its operating locations for their continued trust, cooperation and support. The Company values these enduring relationships and looks forward to their continued partnership in the years ahead.

Your Directors further acknowledge with gratitude the continued support and guidance received from the Government of India, various State Governments, statutory and regulatory authorities, banks, financial institutions, shareholders and all other stakeholders The Board sincerely appreciates the confidence reposed in the Company and remains committed to creating sustainable value for all its stakeholders

Your Directors with immense pleasure present their 4^th Annual Report of REDTAPE Limited (“Company”) on the business
and operations together with the Audited Financial Statements of the Company for the financial year ended March 31^st,
2025.

The Key highlights of Financial Performance of the Company for the year along with previous year figures are as follows.

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards (“Ind AS”) and the provisions of the Companies Act, 2013. The Company’s
Standalone and Consolidated financial performance for the year ended March 31,2025, is summarized below:

PERFORMANCE HIGHLIGHTS

On consolidated basis, the revenue from operations for
FY2025 is ''202091 lakhs against ''184292 lakh in the
previous year. The Profit after tax is ''17000 lakhs against
Profit of ''17624 lakh during the previous year.

On a Standalone basis, the revenue from operations
for FY2025 is ''201846 lakh against ''183754 lakh in the
previous year. The profit after tax is ''18448 lakh against
''16980 lakh during the previous year.

Your Directors are putting in their best efforts for the growth
of the top line and bottom-line of the Company.

BUSINESS OVERVIEW AND STATE OF
AFFAIRS

Detailed information on the Company’s affairs is provided
in the report on Management Discussion and Analysis,
which forms part of this Annual Report.

MATERIAL DEVELOPMENTS DURING THE
FINANCIAL YEAR 2024-25

There is no material Development that took place during
the FY 2024-2025.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments affecting
the financial position of the Company between the end of
the FY 2024-2025 and the date of this report. There are no
significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and
company’s operations in future.

DIVIDEND

The Board of Directors at their meeting held on 27^th May,
2025, has recommended payment of 12.5% (0.25 Paisa per
equity share of Rs. 2 each fully paid-up as final dividend for
the financial year 2024-25. The record date for payment of
final dividend is Friday, 1^st August 2025. The final dividend,
subject to the approval of the shareholders at the ensuing
Annual General Meeting (“AGM”) of the Company, will be
paid on or after Friday, 26^th September, 2025. During the
year under review, The Board of Directors of your company
has also declared and approved the payment of Interim
Dividend of Rs. 2/- each (100%) per Fully Paid-up Equity
Share for the financial year 2024-25 In a board meeting
held on 26^th December 2024., the Company has fixed
Friday, 3^rd January 2025 as the record date for determining

entitlement of Members for payment of Interim Dividend for
financial year 2024-25.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as “Listing Regulations”) (as
amended from time to time), the Company has Dividend
Distribution Policy in place which can be accessed on the
website of the Company at https://about.redtape.com/
assets/investor-pdf/code_of_conducts_and_policies/
Dividend-Distribution-Policy.pdf .

TRANSFER TO RESERVES

The Board of the Directors has decided to retain the entire
amount of profit for the Financial Year 2024-25, in the
statement of profit & loss.

CHANGE IN NATURE OF BUSINESS OF THE
COMPANY

There has been no change in the nature of business of the
Company.

Bonus Share

On February, 2025 the Board has allotted Bonus Shares to
its equity shareholders in the proportion of 3: 1 i.e. 3 (Three)
new fully paid-up equity share of Rs. 2/- (Rupees Two) each
for every l (One) existing fully paid-up equity share of Rs. 2/-
(Rupees Two) each as approved by the shareholders in the
extra ordinary general meeting held on January 23, 2025.
The bonus share were issued out of the credit balance of
the Profit and Loss Account, being part of the free reserves
of the Company, as per the audited financial statements for
the financial year ended March 31^st , 2024 the new bonus
equity shares so issued and allotted shall, for all purposes,
be treated as an increase in the paid-up equity capital of
the Company held by each such member.

SHARE CAPITAL

During the financial year 2024-2025 the authorized share
capital of company increased from Rs. 30,02,00,000 to Rs.
112,01,00,000/- Pursuant to Bonus issue of 41,46,05,700
equity share of Rs. 2 each from and out of the credit
balance of the Profit and Loss Account, being part of the
free reserves of the Company, as per the audited financial
statements for the financial year ended March 31, 2024
The Authorized share capital of the Company is divided
into 56,00,50,000 Equity Shares of ''2 each.

The paid-up share capital of the Company as on March 31,
2025 is as follows:

*On 27^th May 2025, Company redeemed it’s 9% Preference
Shares

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read
with section 134(3)(a) of the Companies Act, 2013 and
Rules framed thereunder, an annual return in the prescribed
format for the financial year 2024-25 is available on the
website of the Company at https://about.redtape.com/
annual-return.php

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2024-25, 9 Board meetings were
held and the details of same are given in the Corporate
Governance Report forming part of this Annual Report.
The intervening gap between consecutive meetings was
not more than one hundred and twenty (120) days as
prescribed by the Companies Act, 2013 and applicable
provisions.

DEPOSIT

During the year under review, the Company has neither
accepted nor renewed any deposits from the public within
the meaning of Section 73 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

Provisions of Section 135 of the Companies Act, 2013 are
applicable to the Company for the financial year 2024-25.
Thus, requirements for the Annual Report on CSR activities
is applicable to the Company for the year 2024-25.

The Board of Directors of your Company had constituted
Corporate Social Responsibility (CSR) Committee on April
07, 2023. The CSR Committee comprises of Mr. Shuja
Mirza - Managing Director as Chairman, Mr. Arvind Verma
- Whole Time Director, Dr. Yashvir Singh - Independent
Director and Dr. Rajshree Saxena - Independent Director
as members.

The terms of reference of the Corporate Social Responsibility
(CSR) Committee is provided in the Corporate Governance
Report. Your Company has also formulated a Corporate
Social Responsibility Policy (CSR Policy) which is available
on the website of the Company at https://about.redtape.
com/assets/investor-pdf/code_of_conducts_and_policies/
CSR_Policy.pdf

Initiatives taken by the Company during the Year are
as follows:

Members may take note that to strengthen & protect the
rich cultural heritage of our nation, Company has Adopted

a Heritage Scheme 2.0, a scheme of Ministry of Culture
of Government of India. Under this scheme, our Company
has shown willingness to adopt monuments as approved
by Archeological Scheme of India (ASI) via. Sabhyata
Foundation, as implementing agency, a company
incorporated under Section 8 of Companies Act, 2013

Our company has shown keen interest and have already
taken necessary steps for adoption of heritages i.e. Mori
Gate, Kashmiri Gate, Delhi Gate & Ajmeri Gate (images
are attached in the Annual Report). Also, other initiatives
have been taken relating to education to under privileged
kids, Skill Development, medical treatment facility to the
needy person & educating the underprivileged kids etc. For
complete details with visuals, refer to separate sections of
CSR & Adopt Heritage of the Annual Report.

DIRECTORS

During the financial year 2024-25 Mr. Arvind Verma (DIN:
09429834), who retires by rotation for re-appointment,
being eligible to offer himself for reappointment. Further,
there is no change in the composition of Board Members
of the company

INDEPENDENT DIRECTORS

Your Company is having ideal composition of Independent
Directors to steer the Company at the path of growth with

approach of integrity and transparency, in term of Section
149 of the Companies Act & SEBI , Dr. Yashvir Singh (DIN
00049360) , Mr. Subhash Chander Sapra (DIN: 00049243)
& Mrs. Rajshree Saxena (DIN: 09784592), were appointed
as Independent Director of the Company on April 07,
2023, whereas Mr. Sanjay Bhalla was appointed as Non¬
Executive Director on December 10, 2021 but designated
as Independent Director on April 07, 2023. A brief profile of
all Independent Director is given at the start of the Annual
Report under the heading “Board of Director”.

The Board of Directors has received declarations from all the
Independent Directors of the Company appointed during
the financial year 2024-25 confirming that they meet with
criteria of independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and Regulation
16(1)(b) read with Regulation 25 of the Listing Regulations.
The Board is of the opinion that they are people of integrity
and possess relevant expertise and experience.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 2(51) and 203 of the

Companies Act, 2013, during the financial year 2024-25, the Company has following whole-time Key Managerial Personnel
(“KMP”):

PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013.

Pursuant to Section 134(3)(g) of the Companies Act, 2013
during the year under review the Company has given loan
to wholly owned subsidiary Redtape HK Limited - INR
225.80 Lacs under the provisions of Section 186 of the
Companies Act, 2013.

Further the details of Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are
as below:

*Name of Mirza Bangla Limited has been changed to
REDTAPE Bangla Limited.

REPORT ON SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

The Company has four (4) subsidiary companies namely:

REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in
China) incorporated on 29^th February, 2024

There was no other subsidiary, joint venture or associates’
company during the financial year 2024-25.

In accordance with section 129(3) of the Companies Act,
2013, the consolidated financial statements of the Company
and its subsidiary company form part of the Annual Report.
Further, a statement containing performance and salient
features of the financial statements

Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company, consolidated
financial statements along with relevant documents
and separate audited financial statements in respect of
subsidiaries, are available on the Company’s website at
www.redtape.com.

THE NAMES OF COMPANIES WHICH
HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE
YEAR;

During the year under review, there is no such Company
which has ceased to become a subsidiary Company.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES UNDER SECTION 188(1)
OF THE COMPANIES ACT, 2013

During the year the Company had not entered into any
contract / arrangement/ transaction with related parties
which could be considered material for which shareholders’
approval is required in accordance with provisions of the
Companies Act, 2013.

All contracts/ arrangements entered with Related Parties
in terms of Section 188 of the Companies Act, 2013
were in the ordinary course of business and on an arm’s
Length basis. Thus, disclosure in Form AOC-2 in terms of
Section 134 of Companies Act, 2013 is not required, (refer
Annexure -I).

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company’s website at https://
about.redtape.com/assets/investor-pdf/code_of_conducts_
and_policies/Related-Party-Transaction-Policy.pdf

HUMAN RESOURCES DEVELOPMENT AND
INDUSTRIAL RELATIONS

The human resources development function of the
Company is guided by a strong set of values and
policies. Your Company strives to provide the best work
environment with ample opportunities to grow and explore.
Your Company maintains a work environment that is free
from physical, verbal and sexual harassment. The details
of initiatives taken by the Company for the development of
human resources are given in Management Discussion and
Analysis Report. The Company maintained healthy, cordial
and harmonious industrial relations at all levels during the
year under review.

Engagement, Connect & Celebrations

The Company organizes various engagement events and
gatherings from time to time to promote employee bonding
and cultural connect. These include celebrations on
occasions of national importance such as Independence
Day (15^th August) and Republic Day (26^th January), as
well as festivals and other special events. Such initiatives
are aimed at fostering team spirit, enhancing employee
interaction, and strengthening organizational culture.

Customer Engagement Initiatives

To strengthen our connection with customers, we continue
to engage with them through Workshops.

These sessions were well-received, reinforcing our
commitment to empowering customers, building trust, and
driving collaborative innovation.

Safety

The Company has a well-defined and practised
Occupational Safety Health and Wellbeing Policy in
place. The Company’s Policy comprises guidelines and
standardized practices, based on robust processes. It
advocates proactively improving its management systems
to minimize health and safety hazards, thereby ensuring
compliance in all operational activities.

To minimize and mitigate risks related to fire safety and
physical security, the Company has taken up various safety
initiatives that include:

• First aid and fire safety web-based training including
Building and Office Evacuation and Fire Safety
Awareness for all employees.

• Presentation-based awareness sessions for off-roll /
field employees.

• Dissemination of employee safety awareness through
safety awareness programs.

• Engagement with Regional Officers.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information under section 134(3)(m) of the Companies Act,
2013, read with rule 8(3) of Companies (Accounts) Rules,
2014 is given in Annexure-II to this Report.

PARTICULARS OF REMUNERATION OF
DIRECTORS/ KMP/EMPLOYEES

Disclosure pertaining to remuneration and other details as
required under section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
given in Annexure-III to this Report.

The Statement containing the particulars of top 10
employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable rules (if
any), is provided in a separate annexure forming part of
this report. Further, the report and the accounts are being
sent to the members excluding the aforesaid annexure.
In terms of section 136 of the Companies Act, 2013, the
said annexure is open for inspection at the registered office
of the Company during the working hours for a period
of twenty-one days before the date of the AGM & also,
member interested in obtaining a copy, in advance of the
same, may write specific to the Company.

FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles,
rights and responsibilities in the Company as well as
with the nature of industry and business model of the
Company through presentations about the Company’s
strategy, business model, product and service offerings,
customers’ & shareholders’ profile, financial details, human
resources, technology, facilities, internal controls and risk
management, their roles, rights and responsibilities in the
Company. The Board is also periodically briefed on the
various changes, if any, in the regulations governing the
conduct of Independent Directors. Also, refer report on
the Corporate Governance for further information. The
details of the familiarization programs have been hosted
on the website of the Company, at web-link .i.e https://
about.redtape.com/assets/investor-pdf/odur46/Details-of-
Familiarisation-Program-for-FY-2024-25.pdf

STATUTORY AUDITORS

As per section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, the Members
of the Company in Second Annual General Meeting held

on 30^th September, 2023 approved the appointment
of M/s Ashwani & Associates, Chartered Accountants,
(Firm Registration No. 000497N), as Statutory Auditors
of the Company for a term of 5 (five) consecutive years,
commencing from conclusion of 2^nd AGM till conclusion of
7^th AGM of the Company.

In terms of the provisions of the Companies Act, 2013 and
Listing Regulations, every listed entity has to ensure that
the limited review or audit reports submitted to the stock
exchange(s) on a quarterly or annual basis are to be given
only by an auditor who has subjected himself/herself to the
peer review process of Institute of Chartered Accountants
of India and holds a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of
India.

The notes on the f nancial statement referred to in the
Auditors’ Report are self-explanatory and do not call for
any further comments. The Auditors Report annexed with
this Annual Report, does not contain any qualif cation,
reservation or adverse remarks.

DETAILS REGARDING FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143 (12) OF
THE ACT

During the Financial Year 2024-25, the Auditors had
not reported any matter under Section 143(12) of the
Companies Act, 2013, therefore no detail is required to be
disclosed under Section 134(3)(ca) of the Companies Act,
2013.

COST AUDITOR

The maintenance of cost records as specif ed by the
Central Government under sub-section (1) of section 148
of the Companies Act, 2013, is required by the Company
and accordingly such accounts and records have been
prepared and maintained by the Company for the financial
year 2024-25. The Board of Directors has appointed Mr.
A.K. Srivastava, Cost Accountant (Membership No. 10467
& FRN: 100090) as Cost Auditor to conduct the audit of
cost records of the Company for the financial year 2025¬
26.

During the Financial Year 2024-25, the Auditors have
not reported any qualifications, reservations & adverse
remarks.

SECRETARIAL AUDITOR

M/s R&D, Company Secretaries (Firm Registration Number:
P2005DE011200), were appointed as the Secretarial
Auditor of the Company for a period of 5 consecutive
years, commencing from FY 2025-26 to FY 2029-30, at
the Board meeting held on May 27, 2025, based on the
recommendation of the Audit Committee of Directors,
subject to the approval of the Members at the ensuing
AGM of the Company. They will undertake secretarial audit

as required and issue the necessary secretarial audit report
for the aforesaid period in accordance with the provisions
of Section 204 of the Act and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and amended Regulation 24A of the Listing Regulations.
They have confirmed that their appointment complies
with the eligibility criteria in terms of Listing Regulations.
The resolution seeking Members’ approval for their
appointment forms part of the Notice. The Secretarial Audit
Report confirms that the Company has complied with the
provisions of the Act, Rules, Regulations and Guidelines
and that there were no deviations or non-compliances. The
Secretarial Audit Report is provided as Annexure-IV to this
Report. The Secretarial Audit Report contains qualifications
which do not have any material impact on Company. Their
observations is given hereunder along with the reply of the
Company.

Observations of Secretarial auditor

1. The scrutinizer report submitted to exchanges on
24^th January, 2025 pursuant to resolutions passed
at the Extraordinary General Meeting held on 23^rd
January, 2025, was fled without countersigned by
the Chairman/Company Secretary.

2. Form MGT-6 was fled with a delay. The declarations
in Form MGT-4 and MGT-5 were dated 16^th January
2024, and the Company received the declarations on
17^th January 2024. However, Form MGT-6 was fled
only on 23^rd August 2024.

3. Form CHG-1 fled for Modification of Charge ID
100689802 was submitted with delay.

4. The Related Party Transaction submitted with
exchange for the half-year ended 31^st March, 2024
was submitted with a delay of 2 days. Further the
same is being intimated through the email within time
but could not be uploaded to BSE Portal due to some
technical error. It is submitted on 1^st June 2024 with
BSE portal. However, it is submitted on time with
National Stock Exchange Limited (NSE).

Management Explanation

1. It was fled inadvertently.

2. The delay in fling Form MGT-6 was due to technical
glitches on the MCA portal. The Company had raised
multiple tickets and also written emails to MCA in this
regard. The fling could be successfully completed
only after resolution of the above said technical
issues.

3. The delay in fling Form CHG-1 for Modification of
Charge ID 100689802 was due to technical issues on
the MCA portal.

4. The Related Party Transaction disclosure for the
half-year ended 31^st March, 2024 was fled with
a delay of 2 days on the BSE portal due to certain

technical errors in the XBRL file. However, the said
disclosure was fled within the prescribed timeline
with the National Stock Exchange of India Limited
(NSE). The Company had also intimated BSE by
email within the timeline. Subsequently, the XBRL file
was rectified with the assistance of BSE’s official and
the disclosure was successfully uploaded on the BSE
portal on 1^st June, 2024.

SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively, as per the requirements.

COMMITTEES OF THE BOARD OF
DIRECTORS

As on date of report, the Board of Directors has constituted
the following committees, in terms of the provisions of the
Companies Act, 2013 and rules made thereunder and the
SEBI (LODR) Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Corporate Affairs Committee

Details of terms of reference, composition of the
Committees, and the number of meetings held and
attendance of various members at such meetings etc.,
are provided in the Corporate Governance Report, which
forms part of this Report.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Committee recommended
to the Board of Directors, a policy on Director’s appointment
and remuneration, including, criteria for determining
qualifications, positive attributes, independence of a director
and other matters. The said policy as approved by the
Board of Directors on May 30, 2023, is uploaded on the
Company’s website at https://about.redtape.com/assets/
investor-pdf/code_of_conducts_and_policies/Nomination-
and-Remuneration-Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 of the SEBI LODR, Management
Discussion and Analysis Report, for the year under review,
is presented in a separate section forming part of this
Annual Report.

PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEE AND DIRECTORS

The Nomination & Remuneration Committee (NRC) of the
Board reassessed the framework, methodology and criteria
for evaluating the performance of the Board as a whole,
including Board committee(s), as well as performance of
each director(s) and confirms that the existing evaluation
parameters are in compliance with the requirements
as per SEBI guidance note dated January 5, 2017 on
Board evaluation. The existing parameters includes
effectiveness of the Board and its committees, decision
making process, Directors’/ members’ participation,
governance, independence, quality and content of agenda
papers, team work, frequency of meetings, discussions at
meetings, corporate culture, contribution and management
of conflict of interest. The performance evaluation of the
Board as a whole and its committees, namely, Audit
Committee, Nomination and Remuneration Committee
and Stakeholders’ Relationship Committee, as well as the
performance of each director individually was carried out by
the entire Board of Directors. The performance evaluation of
the Non-Independent Directors and the Board of Directors,
as a whole was carried out by the Independent Directors
in their meeting held on August 14, 2024. The Directors
expressed their satisfaction with the evaluation process.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS

No significant and material orders were passed by the
regulators or courts or tribunals, impacting the going
concern status and Company’s operations in future.

CREDIT RATINGS

During the year under review, the Company has obtained
credit rating. For brief details of credit ratings refer to the
Report on Corporate Governance.

CORPORATE GOVERNANCE

A report on Corporate Governance practices followed by
the Company is provided in a separate section and forms
an integral part of this report. The Company is required to
prepare the Corporate Governance Report for the Financial
Year 2024-25, therefore please refer the Corporate
Governance Report is annexed in this Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Your Company realizes the importance of being transparent
and accountable as an organization, which in turn, helps
in strengthening the trust that stakeholders’ have placed
in the Company. We consider disclosure practice as a
strong tool to share strategic developments, business
performance and the overall value generated for various
stakeholder groups over a period of time, provided in this
Annual Report.

NODAL OFFICER

Mr. Akhilendra Bahadur Singh, Company Secretary and
Compliance Officer of the Company has been appointed
as Nodal Officer as per the provisions of IEPF. The details
of the same can be accessed on the Company’s website at
https://about.redtape.com/help-desk.php

BOARD POLICIES

The details of the policies approved and adopted by
the Board as required under the Act and Securities and
Exchange Board of India (SEBI) regulations are provided in
weblink i.e. https://about.redtape.com/code-of-conducts-
and-policies.php

BOARD DIVERSITY

The Company recognizes and embraces the importance of
a diverse Board in its success. We believe that a truly diverse
Board will leverage differences in thought, perspective,
regional and industry experience, cultural and geographical
background, age, ethnicity, race, gender, knowledge and
skills, including expertise in financial, diversity, global
business, leadership, information technology, mergers and
acquisitions, Board service and governance, sales and
marketing, Environmental, Social and Governance (ESG),
risk management and cybersecurity and other domains,
which will ensure that our Company retains its competitive
advantage. The Board Diversity Policy adopted by the
Board sets out its approach to diversity. The policy is
available on our website, at https://about.redtape.com/
assets/investor-pdf/code_of_conducts_and_policies/
Board_Diversity_Policy.pdf.

Your Company is having robust and duly complied with the
orders, rules, regulations, and all other legal requirements
under the Information Technology Act, 2000, including
adhering to the guidelines related to data protection and
privacy as well as cyber security to enable the organization
to operate in a digital environment of Trust and Confidence
and that the information has been protected against threats
including cyber frauds and data breaches and that the
necessary security measures including secured computer
system.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND

In accordance with the provisions of Sections 124,
125 and other applicable provisions, if any, of the Act,
read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (hereinafter referred to as ‘IEPF Rules’) (including
any statutory modification(s) or reenactment(s) thereof
for the time being in force), the amount of dividend
remaining unclaimed or unpaid for a period of seven
years from the date of transfer to the Unpaid Dividend

Account is required to be transferred to IEPF maintained
by the Central Government. In pursuance of this, the
dividend remaining unclaimed in respect of dividends
declared upto the financial year ended March 31, 2017
have been transferred to the IEPF. The details of the
unclaimed dividends so transferred are available on the
website of MCA at www.iepf.gov.in

Pursuant to the Scheme of Arrangement, the Company
has issued 4,76,921 equity shares to IEPF against the
lEPF’s shareholding in the Transferee Company - Mirza
International Limited.

The details of unclaimed dividends and equity shares
transferred to IEPF during the year 2024-25 are as follows:

Process of claiming shares and dividend from IEPF

The Members whose unclaimed dividends or shares have
been transferred to the IEPF can claim them by contacting
the Company or RTA to obtain an Entitlement Letter (EL)
upon submitting the necessary documents. Once the
EL is issued, the Member is required to file the web-
based Form IEPF-5 online at www.mca.gov.in, attaching
the EL and other required supporting documents. After
submitting Form IEPF-5, Members have to upload the
postal receipt under the "Pending for Action" tab and
then send a physical copy of the self-attested Form to
the Company. The said process reduces the instance of
claim applications being rejected by the Company/ IEPF
Authority on account of incomplete and/or non-receipt of
required documents. The Members can now track claim
status via the “Grievances Ticketing System” on the MCA
portal at https://www.mca.gov.in.

DISCLOSURE UNDER SEXUAL

HARRASMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDERSSAL)
ACT, 2013

The Company since inception, ensures gender equality and
the right to work with dignity to all employees (permanent,
contractual, temporary and trainees) of the Company
and has been following a zero tolerance against sexual
harassment of any person at workplace and has adopted
a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
thereunder and in order ensure this in all it strictness, the
Company has in place an Internal Complaints Committee,
the constitution whereof, is in complete compliance with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Sexual Harassment Policy of the Company has been
effectively promoted and propagated an environment
and culture in the Company which inculcates in the
male employees, a spirit of utmost respect for the
women workforce at every level. The Company has also
formulated a set of standing orders which stipulate very
harsh punitive measures against any employee found
guilty of having or attempting to have sexually harassed
a female employee, which without prejudice to the other
actions taken against the offender, include immediate
termination of his services.

The fact that safety and security of the women workforce
in the Company has been an area given the paramount
importance in the Company explains why the Company
can proudly boast or being among the safest work places
for women in the country. As has been the case in the
previous years, during the year under review as well, no
complaints under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2015, were received during the year under review.

MATERNITY BENEFIT ACT

The Company is committed to ensurinng a safe, inclusive,
and supportive work enviroment for all employees. The
Company has complied with the provision of Maternity
Benefit Act, 1961, and extend all benefits and protections
under the Act to eligible employees. Adequate procedures
are in place to uphold the rights and welfare of Women
employees on accordance with the applicable laws.

RISK MANAGEMENT POLICY

The Board of Directors bear the overall responsibility
for the company’s risk management and internal control
procedures in connection with the financial reporting
process, including ensuring compliance with relevant
legislation and other regulations relating to financial
reporting. The Board of Directors undertakes on-going
assessment of the risks to which the company is subject,
including risks relating to financial reporting.

The risk management procedures and internal control are
regularly reviewed in order to continuously secure and
enhance their effectiveness.

INTERNAL FINANCIAL CONTROL FOR
FINANCIAL STATEMENTS

Your Company has an effective internal financial control
system, which is continuously evaluated by the internal
and statutory auditors. The internal financial controls
are designed to ensure that financial and other records
are reliable for preparing financial information and for
maintaining accountability of assets. All financial and
audit control systems are also reviewed by the Board of
the Company.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013
read with rules made thereunder, the Board of Directors
of the Company, upon the recommendation of the Audit
Committee, in their meeting held on May 29, 2024, has
appointed M/s Surinder Mahajan & Associates, Chartered
Accountants (Firm Registration No. 009973N) Chartered
Accountants, as the Internal Auditor of the Company to
conduct the Internal Audit for the financial year 2024-25.

The Internal Audit Report for financial year 2024-25, does not
contain any qualification, reservation, disclaimer or adverse
remark. Although auditor provided several suggestion for
improvement in financial functioning of the Company.

VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism and Whistle
Blower Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation
of the Company’s Code of Conduct or ethics policy. The
Policy provides adequate safeguards against victimization
of employees who avail of the mechanism and also provides
for direct access to the Nominated Director. It is affirmed
that no personnel of the Company have been denied
access to the Vigilance and Ethics Officer appointed under
such Policy.

The Vigil Mechanism and Whistle Blower Policy of the
Company as approved by the Board of Directors, is
uploaded on the Company’s website at https://about.
redtape.com/assets/investor-pdf/code_of_conducts_and_
policies/Vigil-Mechanism-Policy.pdf .

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING PRACTICES

The Company has already formulated the Code of
Conduct for Regulation, Monitoring and Reporting of
Insider Trading and the Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive
Information (UPSI) in compliance with SEBI (Prohibition
of Insider Trading) Regulations, 2015. These codes
are displayed on the Company’s website having link.
i.e. https://about.redtape.com/assets/investor-pdf/
code_of_conducts_and_policies/Code-SEBI-PIT-
Regulations.pdf.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the year under review, no application was made and
also no proceeding was pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).

DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the year under review, no such valuation was
required to be done.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERNS STATUS AND COMPANY
OPERATIONS IN FUTURE

During the period under review, no such order is passed by
any Regulators or Courts or Tribunals which would impact
the going concern status of the Company and its future
operations other than the orders mentioned herein above.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of
the Companies Act, 2013, with respect to Directors’
Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the
applicable Accounting Standards have been followed
along with proper explanation relating to material
departures;

b) That they 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 and loss of the Company for that period;

c) That they 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) That they had prepared the annual accounts on a
going concern basis;

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

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

LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and
National Stock Exchange Limited w.e.f. August 11, 2023.
The Annual Listing Fees for the financial year 2025-26 is
paid to the both Stock Exchanges.

GREEN INITIATIVE

Your Company has implemented the “Green Initiative” to
enable electronic delivery of notice/documents/annual
reports to shareholders. The Annual Report for the financial
year 2024-25 and Notice of the 4^th Annual General Meeting
are being sent to all members electronically, whose e-mail
addresses are registered with the Company/Depository
Participant(s). Members may note that the Notice and
Annual Report 2024-25 is also available on the Company’s
website having link i.e. www.redtape.com and websites of
the Stock Exchanges i.e. BSE Limited and National Stock
Exchange of India Limited at www.bseindia.com and www.
nseindia. com respectively.

The above are in compliance with relevant circulars issued
by the Ministry of Corporate Affairs and Securities and
Exchange Board of India, from time to time. The e-voting
facility is being provided to the members to enable them to
cast their votes electronically on all resolutions set forth in
the notice, pursuant to Section 108 of the Companies Act,
2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014. The instructions for
e-voting are provided in the Notice of this 4^th Annual
General Meeting.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to place
on record its appreciation of the significant contribution
made by the employees for their dedicated service and
firm commitment to the goals & vision of the Company.
The Company has achieved impressive growth through
competence, hard work, solidarity, cooperation and support
of employees at all levels. Your Board also wishes to place
on record its sincere appreciation for the whole-hearted
support received from the customers, dealers, distributors,
franchisee partners, vendors and other business associates
and from the neighborhood communities of Plant locations.
We look forward to continued support of all these partners
in the future.

Your Directors also wish to thank the Government of India,
the State Governments and other regulatory authorities,
banks and Shareholders for their cooperation and support
extended to the Company.

For REDTAPE LIMITED

Shuja Mirza Arvind Verma

Managing Director Whole Time Director
01453110 09429834

Place: Noida, India Place: Noida, India
Date: 28-08-2025 Date: 28-08-2025

1

On the recommendation of NRC Committee and Audit Committee, the Board members approve the redesignation of Mr.
Abhinav Jain from the position of Chief Financial Officer (CFO) & Key Managerial Position (KMP) to Vice President-Finance
w.e.f. 14^th August 2025 and Appointment of Mr. Vivek Agnihoti as a Chief Financial Officer (CFO) & Key Managerial Officer
(KMP) w.e.f. 14^th August 2025

Your Directors with immense pleasure present their 3^rd Annual Report of REDTAPE Limited (“Company”) on the business and operations together with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

The Key highlights of Financial Performance of the Company for the year along with previous year figures are as follows.

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on 31^st March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and the provisions of the Companies Act, 2013. The Company’s Standalone and Consolidated financial performance for the year ended March 31,2024, is summarized below:

PERFORMANCE HIGHLIGHTS

On consolidated basis, the revenue from operations for FY2024 is ''184292 lakhs against ''146831 lakh in the previous year. The Profit after tax is ''17624 lakhs against Profit of ''14215 lakh during the previous year.

On a Standalone basis, the revenue from operations for FY2024 is ''183187 lakh against ''145882 lakh in the previous year. The profit after tax is ''16980 lakh against ''13607 lakh during the previous year.

Your Directors are putting in their best efforts for the growth of the top line and bottom-line of the Company.

BUSINESS OVERVIEW AND STATE OF AFFAIRS

Detailed information on the Company’s affairs is provided in the report on Management Discussion and Analysis, which forms part of this Annual Report.

MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR 2023-24

The Board of Directors of the Company, in its meeting held on December 10, 2021, had approved a Composite

Scheme of Arrangement of RTS Fashions Private Limited, Mirza International Limited, REDTAPE Limited and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013 read with section 66 of the Companies Act 2013 and other applicable provisions, if any (hereinafter referred to as “the Scheme”).

The Scheme, inter-alia, provided for (a) Amalgamation of RTS Fashions Private Limited with Mirza International Limited; and (b) De-merger of Branded Business/ REDTAPE Business of Mirza International Limited into REDTAPE Limited.

The Scheme was duly sanctioned by the Hon’ble National Company Law Tribunal, Allahabad Bench, Prayagraj (“NCLT”) by way of an order dated February 21, 2023 (“Order”) certified copy of which order was issued on February 24, 2023. Pursuant to the Scheme the Branded Business/ REDTAPE Business of Mirza International Limited was demerged into the Company w.e.f. February 25, 2023. The Equity shares of your Company got listed with BSE Limited and National Stock Exchange of India w.e.f. August 11,2023, resulting in the change of status of the Company from unlisted Company to listed Company.

Material Changes and Commitments affecting the Financial Position

There are no material changes and commitments affecting the financial position of the Company between the end of the FY 2023-2024 and the date of this report. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

During the year under review, there is no such Company which has ceased to become a subsidiary Company.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend being recommended for the Financial Year 2023-24. .

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) (as amended from time to time), the Company has Dividend Distribution Policy in place which can be accessed on the website of the Company at https://about.redtape.com/ assets/investor-pdf/code_of_conducts_and_policies/ Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

The Board of the Directors has decided to retain the entire amount of profit for the Financial Year 2023-24, in the statement of profit & loss.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

SHARE CAPITAL

There were no changes in the share capital of the Company during the year under review.

Authorized share capital of the Company is ''30,02,00,000 divided into 13,82,01,900 Equity Shares of ''2 each and 50,000, 9% Compulsorily Redeemable Preference Shares Preference shares of ''2 each aggregating of ''1,00,000.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an annual return in the prescribed format for the financial year 2023-24 is available on the website of the Company at https://about.redtape.com/assets/ investor-pdf/annual_return/Draft-Annual-Return-23-24.pdf

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, 8 (Eight) Board meetings were held and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.

DEPOSIT

During the year under review, the Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 135 of the Companies Act, 2013 are applicable to the Company for the financial year 2023-24. Thus, requirements for the Annual Report on CSR activities is applicable to the Company for the year 2023-24.

The Board of Directors of your Company had constituted Corporate Social Responsibility (CSR) Committee on April 07, 2023. The CSR Committee comprises of Mr. Shuja Mirza - Managing Director as Chairman, Mr. Arvind Verma - Whole Time Director, Dr. Yashvir Singh - Independent Director and Dr. Rajshree Saxena - Independent Director as members.

The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://about.redtape. com/assets/investor-pdf/code_of_conducts_and_policies/ CSR_Policy.pdf .

Initiatives taken by the Company during the Year are as follows:

Members may take note that to strengthen & protect the rich cultural heritage of our nation, Company has Adopted a Heritage Scheme 2.0, a scheme of Ministry of Culture of Government of India. Under this scheme, our Company has shown willingness to adopt monuments as approved by Archeological Scheme of India (ASI) via. Sabhyata Foundation, a company incorporated under Section 8 of Companies Act, 2013

Our company has shown keen interest and have already taken necessary steps for adoption of heritages i.e. Mori Gate, Kashmiri Gate & Ajmeri Gate (images as attached here for your reference). Also, other initiative has been taken relating to Skill Development & medical treatment facility to the needy person etc. For complete details with visuals, refer separate sections of CSR & Adopt Heritage of the Annual Report. CSR activities are provided in Annexure V to this report.

DIRECTORS

During the financial year 2023-24, following were the changes in the Board of Directors of the Company:

1. The Board of Directors in its meeting held on July 17, 2023 had approved appointment of Ms. Sunanda (DIN: 10243709) as Whole time Director of the Company w.e.f. August 1, 2023 for a term of three (3) years.;

2. The Board of Directors in its meeting held on July 17, 2023 took note and accepted the resignation of Mr. Narendra Prasad Upadhyaya (DIN: 00049196) as Whole time Director from the Board of the Company w.e.f. August 31,2023.

3. The Board of Directors in its meeting held on September 01, 2023 and the members in their meeting held on September 30, 2023 had approved the appointment of Mr. Rashid Ahmed Mirza as Whole-Time Director designated as Executive Chairman of the Company for a term of five (5) years w.e.f. 1^st September, 2023 subject to the approval of Central Government.

Central government had approved the appointment of Mr. Rashid Ahmed Mirza as Whole-Time Director of the Company via SRN number AA5987845/CL-VII dated 26^th February, 2024

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shuja Mirza (DIN: 01453110), Director of the Company, is liable to retire by rotation and being eligible, offer himself for reappointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS

Your Company is having ideal composition of Independent Directors to steer the Company at the path of growth with approach of integrity and transparency, in term of Section 149 of the Companies Act & SEBI , Dr. Yashvir Singh (DIN 00049360) , Mr. Subhash Chander Spara (DIN: 00049243) & Mrs. Rajshree Saxena (DIN: 09784592), were appointed as Independent Director of the Company on April 07, 2023, whereas Mr. Sanjay Bhalla was appointed as NonExecutive Director on December 10, 2021 designated as Independent Director on April 07, 2023. A brief profile of all Independent Director is given at the start of the Annual Report under the heading “Leading the way to success”.

The Board of Directors has received declarations from all the Independent Directors of the Company appointed during the financial year 2023-24 confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1 )(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion that they are people of integrity and possess relevant expertise and experience.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 2(51) and 203 of the Companies Act, 2013, during the financial year 2023-24, the Company has following whole-time Key Managerial Personnel (“KMP”):

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 during the year under review the Company has not given any loan or guarantee or provided any security in connection with loan covered under the provisions of Section 186 of the Companies Act, 2013.

Further the details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as below:

*Name of Mirza Bangla Limited has been changed to REDTAPE Bangla Limited (w.e.f. 12^th November, 2023).

REPORT ON SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has four (4) subsidiary companies namely:

There was no other subsidiary, joint venture or associates’ company during the financial year 2023-24.

In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiary company form part of the Annual Report. Further, a statement containing performance and salient features of the financial statements

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited f nancial statements in respect of subsidiaries, are available on the Company’s website at www.redtape.com.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders’ approval is required in accordance with provisions of the Companies Act, 2013.

All contracts/ arrangements entered with Related Parties in terms of Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arm’s Length basis. Thus, disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required, (refer Annexure -I).

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at https://about.redtape.com/assets/investor-pdf/code_of_ conducts_and_policies/Related-Party-Transaction-Policy. pdf

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The human resources development function of the Company is guided by a strong set of values and policies. Your Company strives to provide the best work environment with ample opportunities to grow and explore. Your Company maintains a work environment that is free from physical, verbal and sexual harassment. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report. The Company maintained healthy, cordial and harmonious industrial relations at all levels during the year under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-II to this Report

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-III to this Report.

The Statement containing the particulars of top 10 employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013, the said annexure is open for inspection at the registered office of the Company during the working hours for a period of twenty-one days before the date of the AGM & also, member interested in obtaining a copy, in advance of the same, may write specific to the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company’s strategy, business model, product and service offerings, customers’ & shareholders’ profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The Board is also periodically briefed on the

various changes, if any, in the regulations governing the conduct of Independent Directors. Also, refer report on the Corporate Governance for further information. The details of the familiarization programs have been hosted on the website of the Company, at web-link .i.e. https:// about.redtape.com/assets/investor-pdf/odur46/Details-of-Familiarisation-Program-for-FY-2023-24.pdf .

STATUTORY AUDITORS

As per section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in Second Annual General Meeting held on 30^th September, 2023 approved the appointment of M/s Ashwani & Associates, Chartered Accountants, (Firm Registration No. 000497N), as Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from conclusion of 2^nd AGM till conclusion of 7^th AGM of the Company.

In terms of the provisions of the Companies Act, 2013 and Listing Regulations, every listed entity has to ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself/herself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The notes on the f nancial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualif cation, reservation or adverse remarks.

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE ACT

During the year Financial Year 2023-24, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

COST AUDITOR

The maintenance of cost records as specif ed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records have been prepared and maintained by the Company for the financial year 2023-24. The Board of Directors has appointed Mr. A.K. Srivastava, Cost Accountant (Membership No. 10467 & FRN : 100090) as Cost Auditor to conduct the audit of cost records of the Company for the financial year 202425.

During the Financial Year 2023-24, the Auditors have not reported any qualification, reservations & adverse remark.

SECRETARIAL AUDITOR

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mallika & Co., Company Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2024.

The Report given by the Secretarial Auditor is annexed herewith as Annexure - IV and forms an integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their report.

During the Financial Year 2023-24, the Auditors have not reported any qualification, reservations & adverse remark. .

As the Company has submitted the Annual Secretarial Compliance Report, pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations read with SEBI Circulars issued in this regard to the Stock Exchanges i.e. NSE & BSE for the FY 2023-24. In this report also there are no qualification, reservations & adverse remark.

COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted the following committees, in terms of the provisions of the Companies Act, 2013 and rules made thereunder and the SEBI (LODR) Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Corporate Affairs Committee

Details of terms of reference, composition of the Committees, and the number of meetings held and attendance of various members at such meetings etc., are provided in the Corporate Governance Report, which forms part of this Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee recommended to the Board of Directors, a policy on Director’s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a director and other matters. The said policy as approved by the Board of Directors on May 30, 2023, is uploaded on the Company’s website at https://about.redtape.com/assets/investor- pdf/code_of_ conducts_and_policies/Nomination-and-Remuneration-

Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI LODR, Management Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND DIRECTORS

The Nomination & Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s) and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors’/ members’ participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution and management of conflict of interest. The performance evaluation of the Board as a whole and its committees, namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, as well as the performance of each director individually was carried out by the entire Board of Directors. The performance evaluation of the Non-Independent Directors and the Board of Directors, as a whole was carried out by the Independent Directors in their meeting held on January 24, 2024. The Directors expressed their satisfaction with the evaluation process.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company’s operations in future.

CREDIT RATINGS

During the year under review, the Company has obtained credit rating. For brief details of credit ratings refer Report on Corporate Governance.

CORPORATE GOVERNANCE

A report on Corporate Governance practices followed by the Company is provided in a separate section and forms an integral part of this report. The Company is required to prepare the Corporate Governance Report for the Financial Year 2023-24, therefore please refer the the Corporate Governance Report is annexed in this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company realizes the importance of being transparent and accountable as an organization, which in turn, helps in strengthening the trust that stakeholders’ have placed in the Company. We consider disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. In compliance with Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) is annexed as this provided in this Annual Report.

NODAL OFFICER

Mr. Akhilendra Bahadur Singh, Company Secretary and Compliance Officer of the Company has been appointed as Nodal Officer as per the provisions of IEPF. The details of the same can be accessed on the Company’s website at https://about.redtape.com/help-desk.php

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and Securities and Exchange Board of India (SEBI) regulations are provided in weblink i.e. https://about.redtape.com/code-of-conducts-and-policies.php

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, regional and industry experience, cultural and geographical background, age, ethnicity, race, gender, knowledge and skills, including expertise in financial, diversity, global business, leadership, information technology, mergers and acquisitions, Board service and governance, sales and marketing, Environmental, Social and Governance (ESG), risk management and cybersecurity and other domains, which will ensure that our Company retains its competitive advantage. The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at https://about.redtape.com/ assets/investor-pdf/code_of_conducts_and_policies/ Board_Diversity_Policy.pdf.

Your Company is having robust and duly complied with the orders, rules, regulations, and all other legal requirements under the Information Technology Act, 2000, including adhering to the guidelines related to data protection and privacy as well as cyber security to enable the organization to operate in a digital environment of Trust and Confidence and that the information has been protected against threats including cyber frauds and data breaches and that the necessary security measures including secured computer system.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India (ICSI) constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund ("IEPF”).

However, pursuant to the Scheme of Arrangement, the Company has issued 4,76,921 equity shares to IEPF against the IEPF’s shareholding in the Transferee Company - Mirza International Limited.

DISCLOSURE UNDER SEXUAL

HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDERSSAL) ACT, 2013

The Company since inception, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and in order ensure this in all it strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Sexual Harassment Policy of the Company has been effectively promoted and propagated an environment and culture in the Company which inculcates in the male employees, a spirit of utmost respect for the women workforce at every level. The Company has also formulated a set of standing orders which stipulate very harsh punitive measures against any employee found guilty of having or attempting to have sexually harassed a female employee, which without prejudice to the other actions taken against the offender, include immediate termination of his services.

The fact that safety and security of the women workforce in the Company has been an area given the paramount importance in the Company explains why the Company can proudly boast or being among the safest work places for women in the country. As has been the case in the

previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.

RISK MANAGEMENT POLICY

The Board of Directors bear the overall responsibility for the company’s risk management and internal control procedures in connection with the financial reporting process, including ensuring compliance with relevant legislation and other regulations relating to financial reporting. The Board of Directors undertakes on-going assessment of the risks to which the company is subject, including risks relating to financial reporting.

The risk management procedures and internal control are regularly reviewed in order to continuously secure and enhance their effectiveness.

INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

Your Company has an effective internal financial control system, which is continuously evaluated by the internal and statutory auditors. The internal financial controls are designed to ensure that f nancial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Board of the Company.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, upon the recommendation of the Audit Committee, in their meeting held on July 17, 2023, has appointed M/s Surinder Mahajan & Associates, Chartered Accountants (Firm Registration No. 009973N) Chartered Accountants, as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2023-24.

The Internal Audit Report for financial year 2023-24, does not contain any qualification, reservation, disclaimer or adverse remark.

VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Nominated Director. It is affirmed that no personnel of the Company have been denied

access to the Vigilance and Ethics Officer appointed under such Policy.

The Vigil Mechanism and Whistle Blower Policy of the Company as approved by the Board of Directors, is uploaded on the Company’s website at https://about. redtape.com/assets/investor-pdf/code_of_conducts_and_ policies/Vigil-Mechanism-Policy.pdf .

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING PRACTICES

During the financial year under review, the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 were not applicable. However, during Current financial year, the Company has formulated the Code of Conduct for Regulation, Monitoring and Reporting of Insider Trading and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are displayed on the Company’s website having link .i.e. . https://about.redtape.com/assets/investor-pdf/code_of_ conducts_and_policies/Code-SEBI-PIT-Regulations.pdf .

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application was made and also no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, no such valuation was required to be done.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period under review, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations other than the orders mentioned herein above.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they 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 and loss of the Company for that period;

c) That they 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) That they had prepared the annual accounts on a going concern basis;

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

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

LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited w.e.f. August 11, 2023. The Annual Listing Fees for the financial year 2024-25 is paid to the Stock Exchanges.

GREEN INITIATIVE

Your Company has implemented the “Green Initiative” to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the financial year 2023-24 and Notice of the 3^rd Annual General Meeting are being sent to all members electronically, whose e-mail

addresses are registered with the Company/Depository Participant(s). Members may note that the Notice and Annual Report 2023-24 is also available on the Company’s website .i.e.www.redtape.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively.

The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time. The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice of this 3^rd Annual General Meeting.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made by the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the whole-hearted support received from the customers, dealers, distributors, franchisee partners, vendors and other business associates and from the neighborhood communities of Plant locations. We look forward to continued support of all these partners in the future.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.

The Directors present their 2^nd Annual Report together with the audited financial statements for the financial year ended March 31, 2023. The consolidated performance of REDTAPE Limited (“the Company”) and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of your Company as on 31^st March, 2023, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and the provisions of the Companies Act, 2013. The Company’s standalone and consolidated financial performance for the year ended March 31,2023, is summarized below:

Your Company was incorporated on December 8, 2021 as a wholly owned subsidiary of Mirza International Limited (“MIL”). On implementation of the Scheme of Arrangement for Demerger of the REDTAPE Business from MIL, , shares were allotted in the ratio of 1:1 to all the shareholders of MIL. After obtaining requisite regulatory approvals, your Company has been listed on August 11, 2023 on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

PERFORMANCE HIGHLIGHTS

On consolidated basis, the revenue from operations for FY2023 is ''1,46,831 lakh against ''30,322 lakh in the previous year. The Profit after tax is ''14,215 lakh against Profit of ''2,904 lakh during the previous year.

On a Standalone basis, the revenue from operations for FY2023 is ''1,45,882 lakh against ''29,694 lakh in the previous year. The profit after tax is ''13,607 lakh against ''2,544 lakh during the previous year.

Your directors are putting in their best efforts for the growth of the topline and bottomline of the Company.

The figures for the financial year 2021-22 is as per restated financial statements post Scheme of Arrangement, with effect from the Appointed Date for the Scheme of Arrangement, being January 01,2022.

MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR 2022-23

The Board of Directors of your Company, in its meeting held on December 10, 2021 had approved a Composite Scheme of Arrangement of RTS Fashions Private Limited, Mirza International Limited, the Company and their respective shareholders and creditors under sections 230 to 232 of the Companies Act, 2013 read with section 66 of the Companies Act 2013 and other applicable provisions, if any (hereinafter referred to as “the Scheme” / “the Scheme of Arrangement”).

The Scheme, inter-alia, provided for (a) Amalgamation of RTS Fashions Private Limited with Mirza International Limited; and (b) De-merger of Branded Business/ REDTAPE Business of Mirza International Limited into the Company.

The Scheme was duly sanctioned by the Hon’ble National Company Law Tribunal, Allahabad Bench, Prayagraj (“NCLT”) by way of an order dated February 21, 2023 (“Order”) certified copy of which order was issued on February 24, 2023. Pursuant to the Scheme the Branded Business/ REDTAPE Business of Mirza International Limited was demerged into the Company w.e.f February 25, 2023.

The Equity shares of your Company got listed with BSE Limited and National Stock Exchange of India w.e.f August 11, 2023 resulting in the change of status of the Company from unlisted Company to listed Company.

EFFECT OF THE SCHEME ON THE FINANCIAL STATEMENTS

The effect and impact of the Scheme of Arrangement on the financial Statements of the Company is mentioned in notes to the audited financial statements. The members are requested to refer the same.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of this Report.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend being recommended for this year.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided to retain the entire amount of profit for the Financial Year 2022-23 in the statement of profit and loss.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

SHARE CAPITAL

During the year under review following changes were made:

• Your Company has increased its authorised share capital from existing ''1,00,000 divided into 50,000 equity shares of ''2 each to ''30,02,00,000 divided into 15,00,50,000 Equity Shares of ''2 each aggregating of ''30,01,00,000 and 50,000 Preference shares of ''2 each aggregating of ''1,00,000. ¹

• Pursuant to the Scheme of Arrangement, the Company has issued and allotted 50,000 9% Compulsorily Redeemable Preference Shares of ''2 each in place of the aforesaid cancelled equity shares.

• In addition to above allotment, your Company had allotted 13,82,01,900 Equity Shares of ''2 each to the equity shareholders of the Mirza International Limited pursuant to Scheme of Arrangement.

The paid-up share capital of the Company as on 31^st March, 2023 is as follows:

ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an annual return in the prescribed format for the financial year 2022-23 is available on the website of the Company at www.redtape.com .

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, 9 (Nine) number of Board meetings were held and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.

DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 135 of the Companies Act, 2013 was not applicable to your Company for the financial year 2022-23. Thus, requirements for the Annual Report on CSR activities is not applicable to the Company for the year 2022-23.

The Board of Directors of your Company had constituted Corporate Social Responsibility (CSR) Committee on May 30, 2023. The CSR Committee comprises of Mr. Shuja Mirza - Managing Director as Chairman, Mr. Arvind Verma - Whole Time Director, Dr. Yashvir Singh - Independent Director and Dr. Rajshree Saxena - Independent Director as members.

The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www.redtape.com.

DIRECTORS

During the financial year 2022-23, following were the changes in the Board of Directors of the Company:

1. Mr. Rashid Ahmed Mirza (DIN: 00049009), NonExecutive Director of the Company was appointed as Chairman of the Company by the Board of Directors in its meeting held on March 22, 2023.

2. Mr. Narendra Prasad Upadhyaya (DIN: 00049196) was appointed by the Board of Directors in its meeting held on March 22, 2023 as Whole Time Director of the Company effective March 22, 2023 for a period upto September 30, 2023. The appointment of Mr. Narendra Prasad Upadhyaya as Whole Time Director was approved by the shareholders of the Company in Extra-Ordinary General Meeting held on March 30, 2023.

3. Mr. Shuja Mirza (DIN: 01453110), Director of the Company was appointed by the Board of Directors in its meeting held on March 22, 2023 as Managing Director of the Company effective March 22, 2023 for a period upto March 31,2027. The appointment of Mr. Shuja Mirza as Managing Director was approved by the shareholders of the Company in Extra-Ordinary General Meeting held on March 30, 2023.

4. Mr. Arvind Verma (DIN: 09429834) Director of the Company was appointed by the Board of Directors in its meeting held on March 22, 2023 as Whole Time Director of the Company effective March 22, 2023 for a period upto March 21,2026. The appointment of Mr. Arvind Verma as Whole Time Director was approved by the shareholders of the Company in Extra-Ordinary General Meeting held on March 30, 2023.

5. Further, the Board of Directors in its meeting held on March 22, 2023 had approved to appoint Mr. Sanjay Bhalla (DIN: 00699901), Dr. Yashvir Singh (DIN: 00049360), Mr. Subhash Chander Sapra (DIN: 00049243) and Dr. Rajshree Saxena (DIN: 09784592) as Independent Directors effective April 7, 2023 for a

term of five (5) years. The appointment of Mr. Sanjay Bhalla, Dr. Yashvir Singh, Mr. Subhash Chander Sapra and Dr. Rajshree Saxena as Independent Directors of the Company was approved by the shareholders of the Company in Extra-Ordinary General Meeting held on March 30, 2023.

Subsequent to the FY2023 following changes were made on the Board of the Company:

1. The Board of Directors in its meeting held on July 17, 2023 had approved to appoint Ms. Sunanda Singh (DIN: 10243709) as Whole time Director of the Company effective August 1, 2023 for a term of three (3) years.;

2. The Board of Directors in its meeting held on July 17, 2023 took note and accepted the resignation of Mr. Narendra Prasad Upadhyaya (DIN: 00049196) as Whole time Director from the Board of the Company effective August 31,2023.

I n accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rashid Ahmed Mirza (DIN: 00049009), Director of the Company, is liable to retire by rotation and being eligible, offer himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1 )(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion that they are the persons of integrity and possesses relevant expertise and experience.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Mr. Shuja Mirza, Managing Director of your Company is son of Mr. Rashid Ahmed Mirza, Chairman of your Company and accordingly, are related to each other within the meaning of the term “relative” as per Section 2(77) of the Companies Act, 2013 and SEBI Listing Regulations. Except as stated above, none of the Directors are related to each other.

KEY MANAGERIAL PERSON

In terms of the provisions of section 2(51) and 203 of the Companies Act, 2013, the details of the Key Managerial Personnel (“KMP”) during the financial year 2022-23 and till the date of this Report is as below:

** The Company is partner in M/s Sen En Mirza Industrial Supply Chain LLP having Profit sharing of 52%.

REPORT ON SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

On March 31, 2023, the Company has one subsidiary company namely M/s. Mirza Bangla Limited. There has been no change in the nature of business of subsidiary of your Company.

There was no other subsidiary, joint venture or associates company during the Financial Year 2022-23.

In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of your

Company and its subsidiary company form part of the Annual Report. A statement containing performance and salient features of the financial statements of the Company’s subsidiary is annexed in Form AOC-1 as Annexure-A.

A pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at www.redtape.com.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders’ approval is required in accordance with provisions of the Companies Act, 2013.

All contracts/ arrangements entered with Related Parties in terms of Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arm’s Length basis. Thus, disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Your Directors draw attention of the members to Note No. 30 and 36 to standalone financial statement which sets out related party disclosures.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-B to this Report

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-C to this Report.

The Statement containing the particulars of top 10 employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours for a period of twenty-one days before the date of the AGM. Any member interested in obtaining a copy of the same may write to the Company.

STATUTORY AUDITORS

As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in first Annual General Meeting approved the appointment of the Statutory Auditors in its 1^st Annual General Meeting held on 27^th September, 2022 and had appointed, M/s Gulati Sandeep & Co., Chartered Accountants, (Firm Registration No. 087455), as Statutory Auditors of the Company, to hold the office from the conclusion of first annual general meeting till the conclusion of the sixth annual general meeting, i.e., for the Financial Year 2022-23 to Financial Year 2026-27.

Post Scheme of Arrangement of RTS Fashions Private Limited, Mirza International Limited and REDTAPE LIMITED; the equity shares of your Company were proposed to be listed and got listed with the BSE and NSE.

In terms of the provisions of the Companies Act, 2013 and Listing Regulations, every listed entity has to ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself/herself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

M/s Gulati Sandeep & Co., Chartered Accountants had informed to the Company that they are not subjected to the peer review process of the Institute of Chartered Accountants of India and thus does not hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. In this respect, M/s Gulati Sandeep & Co., Chartered Accountants, had also

informed their disqualification and accordingly, ceased to hold the office of the Statutory Auditors of the Company.

In order to fill the above casual vacancy, the Board in its meeting held on April 7, 2023 had appointed M/s Khamesra Bhatia & Mehrotra, Chartered Accountants, (Firm Registration No. 001410C) as a statuary auditor of the Company to hold the office till the conclusion of ensuing AGM, to examine and conduct the audit of the accounts of the Company for the financial year 2022-23.

The notes on the financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks. During the year Financial Year 2022-23, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

M/s Khamesra Bhatia and Mehrotra, Chartered Accountants, has expressed their unwillingness to be appointed as the Statutory Auditors at ensuing AGM. Accordingly, the Board of Directors on the recommendations of the Audit Committee vide its resolution dated July 17, 2023 had considered to appoint M/s Ashwani & Associates, Chartered Accountants as Statutory Auditors of the Company for a term of 5 (five) consecutive years, commencing from conclusion of 2^nd AGM till conclusion of 7^th AGM of the Company, subject to the approval of the members at this AGM.

M/s Ashwani & Associates, Chartered Accountants, (‘the Audit Firm’) is registered with the Institute of Chartered Accountants of India (‘ICAI’). The Audit Firm is a peer reviewed audit firm and ensures auditor independence. The Audit Firm is primarily engaged in providing audit and assurance services to its clients.

M/s Ashwani & Associates, Chartered Accountants have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the Sections 139(1), 141(2) and (3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

COST AUDITOR

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records have been prepared and maintained by the Company for the financial year 2022-23. The Board of Directors has appointed Mr. A.K. Srivastava, Cost Accountant (Membership No. 10467) as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2022-23.

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. R & D, Company Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31,2023.

The Report given by the Secretarial Auditor is annexed herewith as Annexure - D and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their report except one instance of delayed filing of one e-form MGT-14 submitted with Registrar of Companies with additional fees. During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

As your Company was not listed during the Financial Year 2022-23, the Annual Secretarial Compliance Report, pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations read with SEBI Circulars issued in this regard, was not applicable for the FY 2022-23.

COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted the following committees, in terms of the provisions of the Companies Act, 2013 and rules made thereunder and the SEBI (LODR) Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

Details of terms of reference, composition of the Committees, and the number of meetings held and attendance of various members at such meetings etc., are provided in the Corporate Governance Report, which forms part of this Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee recommended to the Board of Directors, a policy on Director’s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a director and other matters. The said policy as approved by the Board of Directors on May 30, 2023, is uploaded on the Company’s website at www. redtape.com.

The Sexual Harassment Policy of the Company has been effectively promoted and propagated an environment and culture in the Company which inculcates in the male employees, a spirit of utmost respect for the women workforce at every level. The Company has also formulated a set of standing orders which stipulate very harsh punitive measures against any employee found guilty of having or attempting to have sexually harassed a female employee, which without prejudice to the other actions taken against the offender, include immediate termination of his services.

The fact that safety and security of the women workforce in the Company has been an area given the paramount importance in the Company explains why the Company can proudly boast or being among the safest work places for women in the country. As has been the case in the previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.

RISK MANAGEMENT POLICY

The Board of Directors bear the overall responsibility for the company’s risk management and internal control procedures in connection with the financial reporting process, including ensuring compliance with relevant legislation and other regulations relating to financial reporting. The Board of Directors undertakes on-going assessment of the risks to which the company is subject, including risks relating to financial reporting.

The risk management procedures and internal control are regularly reviewed in order to continuously secure and enhance their effectiveness.

INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS

Your Company has an effective internal financial control system, which is continuously evaluated by the internal and statutory auditors. The internal financial controls are designed to ensure that financial and other records are reliable for preparing financial information and for maintaining accountability of assets. All financial and audit control systems are also reviewed by the Board of the Company.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, upon the recommendation of the Audit Committee, in their meeting held on April 7, 2023 has appointed M/s Surinder Mahajan & Associates, Chartered Accountants (Firm Registration No. 009973N) Chartered Accountants, as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2022-23.

The Internal Audit Report for financial year 2022-23, does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Nominated Director. It is affirmed that no personnel of the Company have been denied access to the Vigilance and Ethics Officer appointed under such Policy.

The Vigil Mechanism and Whistle Blower Policy of the Company as approved by the Board of Directors, is uploaded on the Company’s website at www.redtape.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING PRACTICES

During the financial year under review, provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 were not applicable. However, during Current financial year, the Company has formulated the Code of Conduct for Regulation, Monitoring and Reporting of Insider Trading and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are displayed on the Company’s website i.e. www.redtape.com .

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, no such valuation was required to be done.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period under review, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations other than the orders mentioned herein above.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) That they 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 and loss of the Company for that period;

c) That they 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) That they had prepared the annual accounts on a going concern basis;

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

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

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

1

Your Company has cancelled the entire pre scheme paid up share capital which consist of 50,000 Equity shares of ''2 each pursuant to the composite Scheme