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

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

FINANCIAL HIGHLIGHTS

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

PERFORMANCE HIGHLIGHTS

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

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

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

BUSINESS OVERVIEW AND STATE OF
AFFAIRS

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

MATERIAL DEVELOPMENTS DURING THE
FINANCIAL YEAR 2024-25

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

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION

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

DIVIDEND

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

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

DIVIDEND DISTRIBUTION POLICY

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

TRANSFER TO RESERVES

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

CHANGE IN NATURE OF BUSINESS OF THE
COMPANY

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

Bonus Share

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

SHARE CAPITAL

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

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

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

ANNUAL RETURN

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

NUMBER OF MEETINGS OF THE BOARD

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

DEPOSIT

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

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

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

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

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

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

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

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

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

DIRECTORS

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

INDEPENDENT DIRECTORS

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

REPORT ON SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

The Company has four (4) subsidiary companies namely:

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

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

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

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

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

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

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

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

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

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

HUMAN RESOURCES DEVELOPMENT AND
INDUSTRIAL RELATIONS

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

Engagement, Connect & Celebrations

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

Customer Engagement Initiatives

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

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

Safety

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

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

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

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

• Dissemination of employee safety awareness through
safety awareness programs.

• Engagement with Regional Officers.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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

PARTICULARS OF REMUNERATION OF
DIRECTORS/ KMP/EMPLOYEES

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

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

FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS

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

STATUTORY AUDITORS

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

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

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

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

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

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

COST AUDITOR

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

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

SECRETARIAL AUDITOR

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

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

Observations of Secretarial auditor

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

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

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

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

Management Explanation

1. It was fled inadvertently.

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

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

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

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

SECRETARIAL STANDARDS

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

COMMITTEES OF THE BOARD OF
DIRECTORS

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

• Corporate Affairs Committee

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

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

PERFORMANCE EVALUATION OF THE
BOARD, ITS COMMITTEE AND DIRECTORS

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

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS

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

CREDIT RATINGS

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

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

NODAL OFFICER

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

BOARD POLICIES

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

BOARD DIVERSITY

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

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

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND

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

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

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

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

Process of claiming shares and dividend from IEPF

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

DISCLOSURE UNDER SEXUAL

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

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

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

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

MATERNITY BENEFIT ACT

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

RISK MANAGEMENT POLICY

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

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

INTERNAL FINANCIAL CONTROL FOR
FINANCIAL STATEMENTS

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

INTERNAL AUDITOR

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

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

VIGIL MECHANISM POLICY

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

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

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING PRACTICES

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

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

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

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

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

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

b) That they had selected such accounting policies and
applied them consistently, and made judgments and
estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit and loss of the Company for that period;

c) That they had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

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

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

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

LISTING WITH STOCK EXCHANGES

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

GREEN INITIATIVE

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

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

ACKNOWLEDGEMENTS

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

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

For REDTAPE LIMITED

Shuja Mirza Arvind Verma

Managing Director Whole Time Director
01453110 09429834

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

1

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