Directors Report of Redtape Ltd.

Mar 31, 2025

Your Directors with immense pleasure present their 4^th Annual Report of REDTAPE Limited (âCompanyâ) 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 (âInd ASâ) and the provisions of the Companies Act, 2013. The Companyâs
Standalone and Consolidated financial performance for the year ended March 31,2025, is summarized below:

Particulars	Standalone result		Consolidated result
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Income	206375	184464	205293	185597
Total Expenditure	181648	161735	182001	161973
Profit/(Loss) before tax	24727	22729	23292	23624
Tax Expense	6279	5749	6292	6000
Profit/(Loss) after tax	18448	16980	17000	17624
Paid-up Share Capital	11056	2764	11056	2764
Reserves and Surplus	67755	60453	67828	62079

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 Companyâs 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
companyâs 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 (âAGMâ) 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 âListing Regulationsâ) (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:

Particulars	No. of shares	Face value
Equity Share	55,28,07,600	''2 each
9% Preference share *	50,000	''2 each

*On 27^th May 2025, Company redeemed itâs 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 NonÂ¬
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 âBoard of Directorâ.

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
(âKMPâ):

S. No.	Name of KMP¹	Designation	Date of Appointment	Date of Cessation
1.	Mr. Rashid Ahmed Mirza	Chairperson & Whole-Time Director	01.09.2023	Continuing
2.	Mr. Shuja Mirza	Managing Director	22-03-2023	Continuing
3.	Mr. Arvind Verma	Whole time Director	22-03-2023	Continuing
4.	Ms. Sunanda	Whole time Director	01-08-2023	Continuing
5.	Mr. Abhinav Jain¹	Chief Financial Officer	22-03-2023	14-08-2025
6.	Mr. Akhilendra Bahadur Singh	Company Secretary & Compliance Officer	08-12-2023	Continuing

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:

S l .	Name of the Body	Amount of
No	Corporate	Investment
1.	REDTAPE Bangla Limited¹	''41 Lacs
2.	REDTAPE HK Limited	''2 Lacs

*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:

Name of the Company	Relation with REDTAPE Limited
REDTAPE Bangla Limited (Bangladesh)	Subsidiary Company
REDTAPE HK Limited	Subsidiary Company
REDTAPE London Limited (based in England and Wales)	Step down subsidiary - Subsidiary of REDTAPE HK Limited
REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in China)	Step down subsidiary - Subsidiary of REDTAPE HK Limited

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

There was no other subsidiary, joint venture or associatesâ
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 Companyâs 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 shareholdersâ
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 armâs
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 Companyâs 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 Companyâs 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:

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

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

â¢ Dissemination of employee safety awareness through
safety awareness programs.

â¢ 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 Companyâs
strategy, business model, product and service offerings,
customersâ & shareholdersâ 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
Auditorsâ 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 2025Â¬
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 Membersâ 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^rdJanuary, 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 BSEâs 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:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

â¢ 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 DIRECTORSâ APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Committee recommended
to the Board of Directors, a policy on Directorâs 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
Companyâs 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, Directorsâ/ membersâ 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 Stakeholdersâ 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 Companyâs 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 stakeholdersâ 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 Companyâs 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 âIEPF Rulesâ) (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
lEPFâs 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:

Amount of unclaimed dividend transferred	953842
Number of Equity shares transferred	1430763

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 âGrievances Ticketing Systemâ 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 companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of
the Companies Act, 2013, with respect to Directorsâ
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 âGreen Initiativeâ 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 Companyâs
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

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

Mar 31, 2024

Your Directors with immense pleasure present their 3^rd Annual Report of REDTAPE Limited (âCompanyâ) 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 (âInd ASâ) and the provisions of the Companies Act, 2013. The Companyâs Standalone and Consolidated financial performance for the year ended March 31,2024, is summarized below:

('' in Lakh)
Particulars	Standalone result		Consolidated result
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Income	184464	146533	185597	147483
Total Expenditure	161735	128421	161973	128573
Profit/(Loss) before tax	22729	18112	23624	18910
Tax Expense	5749	4505	6000	4695
Profit/(Loss) after tax	16980	13607	17624	14215
Paid-up Share Capital	2765	2765	2765	2765
Reserves and Surplus	60453	43847	62079	44911

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 Companyâs 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 âthe Schemeâ).

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 Honâble National Company Law Tribunal, Allahabad Bench, Prayagraj (âNCLTâ) by way of an order dated February 21, 2023 (âOrderâ) 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 companyâs 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 âListing Regulationsâ) (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.

The paid-up share capital of the Company as on 31^st March 2024 is as follows:
Particulars	No. of	Face
	shares	value
Equity Share	13,82,01,900	''2 each
9% Compulsorily Redeemable Preference Shares	50,000	''2 each

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^thFebruary, 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 âLeading the way to successâ.

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 (âKMPâ):

S. No.	Name of KMP*	Designation	Date of Appointment	Date of Cessation
1.	Mr. Rashid Ahmed Mirza	Chairperson & Whole-Time Director	01.09.2023	Continuing
2.	Mr. Shuja Mirza	Managing Director	22-03-2023	Continuing
3.	Mr. Narendra Prasad Upadhyaya	Whole time Director	22-03-2023	31-08-2023
4.	Mr. Arvind Verma	Whole time Director	22-03-2023	Continuing
5.	Ms. Sunanda	Whole time Director	01-08-2023	Continuing
6.	Mr. Abhinav Jain	Chief Financial Officer	22-03-2023	Continuing
7.	Ms. Nandita Singh	Company Secretary & Compliance Officer	22-03-2023	17-07-2023
8.	Mr. Nand Kishore Sharma	Company Secretary & Compliance Officer	22-07-2023	01-09-2023
9.	Ms. Sakshi Mehta	Company Secretary & Compliance Officer	01-09-2023	07-10-2023
10.	Mr. Akhilendra Bahadur Singh	Company Secretary & Compliance Officer	08-12-2023	Continuing

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 the Body Corporate

Amount of Investment

REDTAPE Bangla Limited*

''4096724

REDTAPE HK Limited

''109400

*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:

Name of the Company	Relation with REDTAPE Limited
REDTAPE Bangla Limited (Bangladesh)	Subsidiary Company
REDTAPE HK Limited	Subsidiary Company
REDTAPE London Limited (based in England and Wales)	Step down subsidiary -Subsidiary of REDTAPE HK Limited
REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in China)	Step down subsidiary -Subsidiary of REDTAPE HK Limited

There was no other subsidiary, joint venture or associatesâ 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 Companyâs 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 shareholdersâ 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 armâs 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 Companyâs website at https://about.redtape.com/assets/investor-pdf/code_of_ conducts_and_policies/Related-Party-Transaction-Policy. pdf

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

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

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 Auditorsâ 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:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ Risk Management Committee

â¢ 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 DIRECTORSâ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee recommended to the Board of Directors, a policy on Directorâs 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 Companyâs 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, Directorsâ/ membersâ 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 Stakeholdersâ 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 Companyâs 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 stakeholdersâ 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 (âBRSRâ) 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 Companyâs 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 ("IEPFâ).

However, pursuant to the Scheme of Arrangement, the Company has issued 4,76,921 equity shares to IEPF against the IEPFâs 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.

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 companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ 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

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 Companyâs 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.

Mar 31, 2023

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 (âthe Companyâ) 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 (âInd ASâ) and the provisions of the Companies Act, 2013. The Companyâs standalone and consolidated financial performance for the year ended March 31,2023, is summarized below:

Particulars	(Rs. in Lakh) Standalone result Consolidated result
	FY 2022-23	From December 8, 2021 to March 31,2022#	FY 2022-23	From December 8, 2021 to March 31,2022#
Total Income	1,46,533	29,700	1,47,483	30,328
Total Expenditure	1,28,421	26,135	1,28,573	26,248
Profit/(Loss) before tax	18,112	3,565	18,910	4,080
Tax Expense	4,505	1,021	4,695	1,176
Profit/(Loss) after tax	13,607	2,544	14,215	2,904
Paid-up Share Capital	2,765	1¹	2,765	1¹
Reserves and Surplus	43,847	30,463	44,911	30,823
*Equity Share Capital issued pursuant to Scheme of Arrangement: ''2,764 Lakh. # Restated figures pursuant to the Scheme of Arrangement with effect from the Appointed Date as provided in Scheme of Arrangement, being January 01,2022.

Your Company was incorporated on December 8, 2021 as a wholly owned subsidiary of Mirza International Limited (âMILâ). 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 âthe Schemeâ / âthe Scheme of Arrangementâ).

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:

â¢ 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

â¢ 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.

â¢ 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^stMarch, 2023 is as follows:

Particulars	No. of	Face
	shares	value
Equity Share	13,82,01,900	''2 each
9% Compulsorily	50,000	''2 each
Redeemable 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 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.;

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 ârelativeâ 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 (âKMPâ) during the financial year 2022-23 and till the date of this Report is as below:

S. No.	Name of KMP	Designation	Date of Appointment Date of Cessation
1.	Mr. Shuja Mirza	Managing Director	22-03-2023	Continuing
2.	Mr. Narendra Prasad Upadhyaya	Whole time Director	22-03-2023	31-08-2023
3.	Mr. Arvind Verma	Whole time Director	22-03-2023	Continuing
4.	Ms. Sunanda	Whole time Director	01-08-2023	Continuing
5.	Mr. Abhinav Jain	Chief Financial Officer	22-03-2023	Continuing
6.	Ms. Nandita Singh	Company Secretary	22-03-2023	17-07-2023
7.	Mr. Nand Kishore Sharma	Company Secretary	22-07-2023	01-09-2023
8.	Ms. Sakshi Mehta	Company Secretary	01-09-2023	Continuing

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 provide 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:

('' in lakh)
S. No.	Name of the Body Corporate	No. of Shares	Amount of Investment
1.	Mirza Bangla Limited*	46,918	''40.40
2.	Sen En Mirza Industrial Supply Chain LLP**	NA	''55

* The Company is having 100% controlling stake in M/s Mirza Bangla Limited. Mirza Bangla Limited was acquired under the Scheme of Arrangement from Mirza International Limited. However due to pending completion of legal formalities for transfer, investment are still held in the name of Mirza International Limited.

** 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 Companyâs 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 Companyâs 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 shareholdersâ 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 armâs 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 Companyâs 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 Auditorsâ 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^ndAGM 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, (âthe Audit Firmâ) is registered with the Institute of Chartered Accountants of India (âICAIâ). 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.

In terms of the requirement of the Companies Act, 201 3 and Listing Regulations, the Board will carry out an annual evaluation of its own performance, Board committees, individual Directors including the Independent Directors and the Chairman of the Company effective from May 30, 2023.

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 not required to prepare the Corporate Governance Report for Financial Year 2022-23. However, a voluntary Corporate Governance Report is annexed herewith.

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 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

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

DISCLOSUREUNDERSEXUALHARRASMENT 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.

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:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Corporate Social Responsibility Committee

â¢ 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 DIRECTORSâ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee recommended to the Board of Directors, a policy on Directorâs 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 Companyâs 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 companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ 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 Companyâs internal financial controls were adequate and effective.

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 2023-24 is paid to the Stock Exchanges.

GREEN INITIATIVE

Your Company has implemented the âGreen Initiativeâ to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the financial year 2022-23 and Notice of the 2^nd 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 2022-23 is also available on the Companyâs website 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 2^nd 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 and on behalf of the Board For REDTAPE LIMITED

Rashid Ahmed Mirza

Place: Noida Chairman

Date: September 1,2023 DIN: 00049009

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

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