We have audited the accompanying Standalone FinancialStatements of REDTAPE Limited (“the Company”)(CIN:L74101UP2021PLC156659), which comprise theBalance Sheet as at March 31, 2025, the Statement ofProfit and Loss (including Other Comprehensive Income),the Statement of Changes in Equity and the Statement ofCash Flows for the year ended on that date, and notes tothe Financial Statements, including a summary of materialaccounting policies and other explanatory information(hereinafter referred to as “the Standalone FinancialStatements”).
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidStandalone Financial Statements give the informationrequired by the Companies Act, 2013 (“the Act”) inthe manner so required and give a true and fair viewin conformity with the Indian Accounting Standardsprescribed under section 133 of the Act, (“Ind AS”) andother accounting principles generally accepted in India, ofthe state of affairs of the Company as at March 31, 2025and its prof t, total comprehensive income, changes inequity and its cash flows for the year ended on that date.
We conducted our audit of the Standalone FinancialStatements in accordance with the Standards onAuditing (“SA”s) specif ed under section 143(10) of theAct (SAs). Our responsibilities under those Standardsare further described in the Auditor’s Responsibilities forthe Audit of the Standalone Financial Statements sectionof our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with theethical requirements that are relevant to our audit of theStandalone Financial Statements under the provisionsof the Act and the Rules made thereunder, and we havefulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI’s Code of Ethics. Webelieve that the audit evidence obtained by us is sufficientand appropriate to provide a basis for our audit opinion onthe Standalone Financial Statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of theStandalone Financial Statements of the current period.These matters were addressed in the context of our auditof the Standalone Financial Statements as a whole, andin forming our opinion thereon, and we do not provide aseparate opinion on these matters. We have determinedthe matters described below to be the key audit matters tobe communicated in our report.
S.
no.
Key Audit Matter
Auditors’ Response
1.
Revenue recognition:
Refer note 20 of the Standalone FinancialStatements. The Company’s revenue relates to retailsales through a large number of Company ownedretail outlets, franchisee outlets, E CommercePortals and non-retail business across the countrywhich is comprised high volume of transactions.This increases the risk of revenue being recognisedinaccurately. A proper process for accounting salesrevenue is critical in order to mitigate risk of error.
For sales transactions in a certain period aroundbalance sheet date, it is essential to ensure whetherthe transfer of control of the goods by the Companyto the customer occurs before the balance sheetdate or otherwise. Considering that there issignificant volume of sales transactions close tothe year end, involving material amounts and suchrevenue recognition is subject to whether transferof control to the customers has occurred before thebalance sheet date or otherwise.
Also, recognition of revenue requires determinationof the net selling price after considering forecast ofsales returns and discounts. The estimate of salesreturns and discounts depends on the Company’sreturn policy, contract terms, forecast of salesvolumes and past history of quantum of return.
Considering the above-mentioned factors,appropriateness of revenue recognition has beenconsidered as a key audit matter.
Principal Audit Procedures:
We evaluated the design of internal controls over recognitionof revenue in the appropriate period in accordance withthe Company’s accounting policy. On a sample basis, wetested the operating effectiveness of the internal controlrelating to determination of point in time at which thetransfer of control of the goods occurs.
We tested the sale transactions on a sample basis, byexamining the underlying documents such as sales invoice,customer contracts, shipping/dispatch documents alongwith proof of delivery and agreeing them with the cash /credit card / online receipts and bank deposits.
We evaluated the Company’s policy for returns andperformed an analysis of trend for sales return in case ofthe business and tested appropriateness of the provisionfor sales return as at the year-end.
Based on above procedures, we observed that salesrevenue has been properly recognized by the Company.
2
Right of Use Assets and Lease Liabilities
Refer note 4, 14 and 35 of the Standalone FinancialStatements. The Company act as a lessee in largenumber of leases so accounting of Right of useassets and Lease liabilities has a significant impacton the Standalone Financial Statements. A numberof judgements have been applied and estimatesmade in determining the impact of right of useassets and lease liabilities (mainly to assess theapplicable discount rate).
We considered the accounting of Right of useassets and Lease liabilities as a key audit matter dueto the material nature of leases and the significanceof the management’s judgements in determining theapplicable discount rate.
Additionally, there is a risk that the lease data whichis used in the calculation of Right of use assets andLease liabilities is incomplete or inaccurate.
We evaluated the design and operating effectiveness of keycontrols around accounting for leases in accordance withthe Company’s accounting policy.
We reviewed the management assumptions, specifically onthe assumptions underlying determination of the discountrates used to calculate the lease obligation.
We assessed the accuracy of the lease data by testing thelease data captured by management for a sample of leasesthrough the inspection of lease documentation.
We tested the completeness of the lease data by reconcilingthe Company’s existing lease commitments to the leasedata used for determining right of use assets and leaseliabilities.
We evaluated whether the disclosures included in the notesto the Standalone Financial Statements are in conformitywith the applicable standard.
The Company’s Board of Directors is responsible for theother information. The other information comprises theinformation included in the Management Discussion andAnalysis, Board’s Report including Annexures to Board’sReport, Business Responsibility and Sustainability Report,Corporate Governance and Shareholder’s Information, butdoes not include the Consolidated Financial Statements,Standalone Financial Statements and our Auditor’s Reportthereon.
Our opinion on the Standalone Financial Statements doesnot cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the otherinformation and, in doing so, consider whether the otherinformation is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materiallymisstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information,we are required to report that fact. We have nothing toreport in this regard as we have not received any otherinformation namely Management Discussion and Analysis,Board’s Report including Annexures to Board’s Report,Business Responsibility Report and Corporate Governanceas the case may be from the company.
When we read the other information as stated in abovepara, if we conclude that there is a material misstatementtherein, we are required to communicate the matter tothose charged with governance.
The Company’s Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these Standalone Financial Statementsthat give a true and fair view of the financial position,financial performance, including other comprehensiveincome, changes in equity and cash flows of the Companyin accordance with the Ind AS and other accountingprinciples generally accepted in India. This responsibilityalso includes maintenance of adequate accountingrecords in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of theStandalone Financial Statements that give a true and fairview and are free from material misstatement, whether dueto fraud or error.
In preparing the Standalone Financial Statements,management is responsible for assessing the Company’sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and usingthe going concern basis of accounting unless Board ofDirectors either intends to liquidate the Company or tocease operations, or has no realistic alternative but to doso.
The Board of Directors are also responsible for overseeingthe Company’s financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the Standalone Financial Statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an Auditor’s Report that includes ouropinion. Reasonable assurance is a high level of assurancebut is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these StandaloneFinancial Statements.
As part of our audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the Standalone Financial Statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal financial controlrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls with reference toStandalone Financial Statements in place and theoperating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management’suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany’s ability to continue as a going concern.If we conclude that a material uncertainty exists,we are required to draw attention in our Auditor’sReport to the related disclosures in the StandaloneFinancial Statements or, if such disclosures areinadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to thedate of our Auditor’s Report. However, future eventsor conditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure andcontent of the Standalone Financial Statements,including the disclosures, and whether the StandaloneFinancial Statements represent the underlyingtransactions and events in a manner that achievesfair presentation.
Materiality is the magnitude of misstatements in theStandalone Financial Statements that, individuallyor in aggregate, makes it probable that the economicdecisions of a reasonably knowledgeable user of theStandalone Financial Statements may be influenced.We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit work and inevaluating the results of our work; and (ii) to evaluate theeffect of any identified misstatements in the StandaloneFinancial Statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance witha statement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the StandaloneFinancial Statements of the current period and aretherefore the key audit matters. We describe thesematters in our Auditor’s Report unless law or regulationprecludes public disclosure about the matter or when,in extremely rare circumstances, we determine thata matter should not be communicated in our reportbecause the adverse consequences of doing so wouldreasonably be expected to outweigh the public interestbenefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on
our audit, we report that:
a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books.
c) The Balance Sheet, the Statement of Profitand Loss including Other ComprehensiveIncome, Statement of Changes in Equity andthe Statement of Cash Flows dealt with bythis Report are in agreement with the books ofaccount.
d) In our opinion, the aforesaid StandaloneFinancial Statements comply with the Ind ASspecified under Section 133 of the Act.
e) On the basis of the written representationsreceived from the directors as on March 31,2025 taken on record by the Board of Directors,none of the directors is disqualified as on March31, 2025 from being appointed as a director interms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internalfinancial controls with reference to StandaloneFinancial Statements of the Company and theoperating effectiveness of such controls, referto our separate Report in “Annexure A”. Ourreport expresses an unmodified opinion onthe adequacy and operating effectiveness ofthe Company’s internal financial controls withreference to Standalone Financial Statements.
g) With respect to the other matters to be includedin the Auditor’s Report in accordance with therequirements of section 197(16) of the Act, asamended:
In our opinion and to the best of our informationand according to the explanations given to us,the remuneration paid by the Company to itsdirectors during the year is in accordance withthe provisions of section 197 of the Act.
h) With respect to the other matters to be includedin the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors)Rules, 2014, as amended, in our opinion and tothe best of our information and according to theexplanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial positionin its Standalone Financial Statements -Refer Note 31
ii. The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses.
iii. There has been no delay in transferringamounts, required to be transferred, if any,to the Investor Education and ProtectionFund by the Company.
iv. (a) The Management has represented
that, to the best of its knowledgeand belief, no funds (which arematerial either individually or in theaggregate) have been advancedor loaned or invested (either fromborrowed funds or share premiumor any other sources or kind offunds) by the Company to or in anyother person or entity, includingforeign entity ("Intermediaries"),with the understanding, whetherrecorded in writing or otherwise,that the Intermediary shall, whether,directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever by or onbehalf of the Company ("UltimateBeneficiaries") or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries;
(b) The Management has represented,that, to the best of its knowledgeand belief, no funds (which arematerial either individually or inthe aggregate) have been receivedby the Company from any personor entity, including foreign entity("Funding Parties"), with theunderstanding, whether recordedin writing or otherwise, that theCompany shall, whether, directlyor indirectly, lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalfof the Funding Party ("UltimateBeneficiaries") or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries;
(c) Based on the audit proceduresthat have been consideredreasonable and appropriate in the
circumstances, nothing has cometo our notice that has caused usto believe that the representationsunder sub-clause (i) and (ii) of Rule11(e), as provided under (a) and(b) above, contain any materialmisstatement.
v. As stated in Note 11.2 (a) and 2(i)(IX) tothe Standalone Financial Statements, Theinterim dividend declared and paid by theCompany during the year and until thedate of this report is in compliance withSection 123 of the Act.
As stated in Note 46 to the StandaloneFinancial Statements, the Board ofDirectors of the Company has proposedfinal dividend for the year which is subjectto the approval of the members at theensuing Annual General Meeting. Suchdividend proposed is in accordance withSection 123 of the Act, as applicable.
vi. Based on our examination, which includedtest checks, the Company has usedaccounting softwares for maintaining itsbooks of account for the financial yearended March 31,2025 which has a featureof recording audit trail (edit log) facilityand the same has operated throughoutthe year for all relevant transactionsrecorded in the softwares. Further, duringthe course of our audit we did not comeacross any instance of the audit trailfeature being tampered with and the audittrial has been preserved by the companyas per the statutory requirements for therecord retention.
2. As required by the Companies (Auditor’s Report)Order, 2020 (the “Order”) issued by the CentralGovernment in terms of Section 143(11) of the Act,we give in “Annexure B” a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
For and on behalf ofAshwani & Associates
Chartered AccountantsFirm Registration Number: 000497N
by the hand ofAditya Kumar
Partner
Membership No.:506955UDIN: 25506955BMMHXF7236
Place: Noida
Dated: May 27, 2025