Mirza International Ltd Directors Report

To,

The Members of

Mirza International Limited

Your Directors are pleased to present the 45th Annual Report on the business and operations of the Mirza International Limited ("the Company or "MIL") along with the Audited Financial Statements for the financial year ended March 31, 2024.

Financial Summary

The Companys standalone and consolidated financial performance for the year ended March 31, 2024 is summarised below:

Particulars	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Income
Revenue from operations	60,272.08	62,705.69	63,035.82	65,300.57
Other income	713.40	502.71	801.31	503.23
Total Income	60,985.48	63,208.40	63,837.13	65,803.80
Expenses
Operating Expenditure	43,611.45	45,007.89	46,373.63	45,841.59
Finance costs	704.23	773.31	1,179.49	979.04
Depreciation and Amortization expense	2,801.82	2,530.30	2,832.57	2,559.47
Other expenses	11,991.09	11,486.15	11,791.84	12,828.53
Total Expenses	59,108.59	59,797.65	62,177.52	62,208.61
Profit before tax	1,876.89	3,410.75	1,659.61	3,595.19
Tax Expense	479.00	792.45	455.78	951.12
Profit for the Year	1,397.89	2,618.30	1,203.83	2,644.90

State of Companys Affairs

The financial highlights (standalone and consolidated) of the Company are as under:

• The Consolidated Revenue from operations is

63,035.82 Lakhs as compared to 65,300.57 Lakhs in the previous year.

• The Standalone Revenue from operations is 60,272.08 Lakhs as compared to 62,705.69 Lakhs during the previous year.

• The Standalone Profit before Tax is 1,876.89 Lakhs as compared to 3,410.75 Lakhs during the previous year.

Growth Strategy

Exports

During the year, your Company is focusing on export marketing of its product with facts that during financial year 2023-24, export turnover of the Company was 51,539.56 Lakhs as against 52,616.85 Lakhs during financial year 2022-23. The Company is looking to get upward movement from last achieved export turnover subject to global economic conditions. Your Companys efforts in maintaining a focus on promoting own brands, ensuring timely product availability to our international partners has further led to your Company being recognized as one of the top non-leather exporters from India.

Sales & Marketing

During the year, your Company continued to strengthen its distribution network expansion in under penetrated markets, while empowering its sales force and channel partners with innovative digitized solutions for seamless efficiency. Comprehensive measures undertaken to give best-in-class rewards and recognition to the sales force have arrested attrition and reinforced our value proposition to our employees.

With its philosophy of ‘Customer First your Company regularly refreshed its product portfolio in line with consumer expectations and launched a slew of new products this year.

Innovation and Design Edge

Our globally-admired designs are inspired by our intimate knowledge of fashion and trends in different countries and brought to life at our design studios. The Company has an expert in-house design and development team that works closely with our global sales team to gather consumer insights and market intelligence. This knowledge translates into compelling designs for our footwear and accessories. The services of our in-house team help us to speed up product innovation. Our design centre and manufacturing units are connected by CAD/CAM, which further minimises the gap between design and manufacturing. Our success in innovation is also driven by specialist teams focussed on critical areas of footwear making. New product options at regular intervals keep our consumers engaged and interested in our brands, leading to fresh purchases. We are among the few/only Indian overseas footwear suppliers to design our products in-house. As we own the Intellectual Property rights for our products, it protects our unique designs from being infringed upon.

Manufacturing Excellence

Our integrated facilities, expertise and strict adherence to high quality standards have made us an admired manufacturer and preferred global supplier.

Our tannery, which is among the largest facilities in India, provides a steady supply of quality leather for our footwear units. Modern processes and machinery at the tannery enable high productivity, drive cost efficiencies, conserve energy and water, and minimise negative environmental impact. In-house research & development facility and the expertise of our leather technologists also facilitate the manufacture of customised solutions for niche sectors such as automotive industry and home d?cor.

Leather footwear production is undertaken at company-owned integrated manufacturing facilities. We have 4 manufacturing units equipped with the latest machinery and technology. These are located across Unnao and Greater Noida in Uttar Pradesh. The manufacturing facilities are supported by more than 25 dedicated ancillary units. Highly pro_cient footwear technicians are engaged at our facilities, who are involved in end-to-end product development – from material selection to designing to production. Our robust setup ensures seamless and uninterrupted operations as well as guarantees timely delivery of finished products.

Quality at Every Step

All our manufacturing facilities have SATRA accredited in-house laboratories for testing of raw materials and finished products. SATRA is recognised worldwide as a leading technical authority for footwear and leather goods.

Complete control over each stage of production and stringent checks ensure that our products are top quality. Regular inspection of intermediate products is also carried out at various units to maintain quality of end product. Quality inspection of finished products is undertaken batchwise. As per international norms, all our products are REACH compliant.

E-commerce

E-commerce is the fastest growing channel for your Company. With all our brands present in leading e-commerce portals, your Company continued its sustained investments on these platforms and is well positioned to drive growth in the future. Our brands including "Thomas Crick" and "Off The Hook" are currently live on Amazon, ASOS, Debenhams, Flipkart, Myntra, Tata Cliq, Limeroad, Jiomart and Ajio.

Scheme of Amalgamation

During the year under review, the Board of Directors of the Company in its meeting held on July 27, 2023, had approved a Scheme of Amalgamation of T N S Hotels And Resorts Private Limited with Mirza International Limited framed under the provisions of Sections 230 & 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, together with Section 2(1B) of the Income Tax Act, 1961, and other applicable provisions. This scheme is subject to necessary regulations, approval and sanction by the Honble National Company Law Tribunal. The Transferor Company - T N S Hotels And Resorts Private Limited is a wholly-owned subsidiary of the Transferee Company – Mirza International Limited. Accordingly, no shares or other consideration is being issued by the Transferee Company on the proposed amalgamation. The appointed date of the proposed Scheme of Amalgamation is April 1, 2023.

Subsidiary, Joint Ventures and Associate

Companies

As on March 31, 2024, your Company had 2 (two) wholly-owned subsidiary companies i.e., T N S Hotels And Resorts Private Limited and RTS Fashion Limited (Dubai) and 1 (one) step-down subsidiary company i.e., Mirza (U.K.) Limited. The Company does not have any associates or joint ventures as on March 31, 2024.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A statement containing the salient features of the financial statements of our subsidiaries in the prescribed format Form AOC-1 is annexed with financial statement of the Company. In accordance with Section 136 of the Act, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Companys website https://mirza.co.in/financial.php?id=sf These documents will also be available for inspection at our Corporate Office in New Delhi, on any working day between 3:00 p.m. to 5:00 p.m. till the date of the ensuing Annual General Meeting (AGM) of the Company.

Material changes and commitments after the closure of the financial year

There has been no material changes and commitments occurred in the Company after the closure of the financial year till this report.

Change in nature of business

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

Dividend

The Company has not declared any Dividend for the financial year ended on March 31, 2024.

Transfer to reserve

The Board has not transferred any amount to General Reserve.

Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such no amount of principal or interest was outstanding as on the Balance Sheet date.

Share Capital

The Authorised Share Capital of your Company as on March 31, 2024 stood at 59,38,45,000 divided into 29,69,22,500 equity shares having face value of 2 each. The Issued, Subscribed and Paid-up Share Capital of your Company is 27,64,03,800 divided into 13,82,01,900 equity shares of 2 each.

Directors and Key Managerial Personnel

Mr. Tauseef Ahmad Mirza was re-appointed as a Managing Director and Mr. Shahid Ahmad Mirza and Mr. Tasneef Ahmad Mirza as Whole-time Directors of the Company for a period of 3 (three) years from October 1, 2023 to September 30, 2026 by the members at the 44th Annual General Meeting ("AGM") of the Company held on September 23, 2023. The members have also approved the appointment of Mr. Nirmal Sahijwani and Mr. Faraz Mirza as Whole-time Directors of the Company w.e.f. July 27, 2023 and August 12, 2023 respectively, in their 44th AGM held on September 23, 2023.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shahid Ahmad Mirza, Whole-time Director who was liable to retire by rotation at the 44th AGM being eligible, re-appointed by the members vide ordinary resolution in the AGM held on September 23, 2023. Further, Mr. Tauseef Ahmad Mirza, Managing Director is liable to retire by rotation at the ensuing AGM, and being eligible, have offered himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The resolution seeking members approval for his re-appointment forms part of the AGM Notice. The Board of Directors of your Company has recommended his appointment.

The Board of Directors in their meeting held on May 28, 2024 upon recommendation of the Nomination and Remuneration Committee and subject to the approval of members:

• have re-appointed Mr. Sanjay Bhalla and Ms. Saumya Srivastava as Non-executive Independent Directors for second term of 5 (five) consecutive years commencing from August 9, 2024 upon completion of their first term.

• has re-appointed Mr. Sanjiv Gupta as Non-executive Independent Director for second term of 5 (five) consecutive years commencing from November 12, 2024 upon completion of his first term.

• has appointed Mr. Sabir Amin Ul Rahman as an Additional Director in the category of Non-Executive Independent Director for a period of 5 (five) consecutive years w.e.f. May 28, 2024.

• has recommended the appointment of Mr. Subhash Chander Sapra as Non-Executive Independent Director for a term of 5 (five) consecutive years commencing from the date of ensuing AGM or from any other date as approved by the members.

Further, Mr. Sudhindra Kumar Jain, Dr. Yashvir Singh and Mr. Qazi Noorus Salam will ceased to be Independent Directors of the Company upon completion of their second term of 5 (five) consecutive years at the close of business hours on September 18, 2024.

The brief resume of the Directors seeking appointment / re-appointment along with other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards issued by The Institute of Company Secretaries of India, are provided in the Notice convening the ensuing AGM of the Company and the Corporate Governance Report forming part of the Annual Report.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("Act") and Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the Management. The Independent Directors of the Company are persons of integrity and comprise of appropriate skills/expertise/ competencies (including pro_ciency) and have rich and varied experience in diversified domains for effective functioning of the Board of Directors of the Company. The Company has received confirmation from all its Independent Directors that they are registered in the Independent Directors Data Bank of the Indian Institute of Corporate Affairs at Manesar, in compliance with the provisions of sub-rule (1) of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

The details of programmes conducted for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the https:// mirza.co.in/corporate.php?id=td

Key Managerial Personnel

As of March 31, 2024, following are the Key Managerial Personnel (KMP) of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Tauseef Ahmad Mirza, Managing Director

• Mr. Shahid Ahmad Mirza, Whole-time Director

• Mr. Tasneef Ahmad Mirza, Whole-time Director

• Mr. Faraz Mirza, Whole-time Director

• Mr. Nirmal Sahijwani, Whole-time Director

• Ms. Harshita Nagar, Company Secretary & Compliance Officer

• Mr. V. T. Cherian, Chief Financial Officer

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc. Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

Companys policies:

Pursuant to the provisions of the Companies Act, 2013 and other corporate laws, the Board of Directors are required to frame different policies/ maintain systems/ plans and devise codes. Hereunder, details of Companys policies are detailed below:

1. Nomination and Remuneration Policy

The Nomination and Remuneration Policy was devised in accordance with Section 178 of the Act and the Listing Regulations, as amended. The Nomination and Remuneration Policy of the Company is aimed at inculcating a performance-driven culture. Through its comprehensive compensation programme, the Company endeavours to attract, retain, develop and motivate a high-performance workforce. The said policy is available on the Companys website at https:// mirza.co.in/corporate.php?id=po

2. Risk Management Policy

The Company has in place a Risk Management Policy which was reviewed by the Audit Committee and approved by the Board of Directors of the Company. The Policy provides for a robust Risk Management Framework to identify and assess strategic, operational, financial and compliance risks and monitors the effectiveness and efficiency of risk mitigation and control measures. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. The Risk Management Framework of the Company consists of three key components:

• Risk identification and assessment: Periodic assessment to identify significant risks for the Company and prioritizing the risks for action. Mechanisms for identification and prioritization of risks include risk survey, business risk environment scanning and focused discussions in Risk Management Committee. Risk survey of executives across units, functions is conducted before the annual strategy exercise. Risk register and internal audit findings also provide pointers for risk identification.

• Risk measurement, mitigation and monitoring: For top risks, dashboards are created that track external and internal indicators relevant for risks, so as to indicate the risk level. The trend line assessment of top risks, analysis of exposure and potential impact are carried out. Mitigation plans are finalized, owners are identified and progress of mitigation actions are monitored and reviewed.

• Risk Reporting: Top risks report outlining the risk level, trend line, exposure, potential impact and status of mitigation actions is discussed in Risk Management Committee on a periodic basis. In addition, risk update is provided to the Board. Entity level risks such as project risks, account level risks are reported to and discussed at appropriate levels of the organization.

The Board takes responsibility for the overall process of Risk Management in the organization, through Enterprise Risk Management Programme, Business units and Corporate functions address opportunities and attendant risks through an institutionalized approach aligned to the Companys objective.

3. Vigil Mechanism (Whistle Blower)

The Company has in place a Whistle Blower Policy to establish a vigil mechanism for Directors/ Employees and other stakeholders of the Company to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct / business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail of this mechanism. No person has been denied access to the Chairman of the Audit Committee.

The Vigil Mechanism (Whistle Blower) Policy is available on Companys website at the https://mirza.co.in/ corporate.php?id=po

4. Dividend Distribution Policy

In terms of Regulation 43A of the Listing Regulations, the Company has in place the Dividend Distribution Policy which aims to ensure fairness, sustainability and consistency in distributing profits to the Shareholders. The Policy is available on Companys website at https:// mirza.co.in/corporate.php?id=po

Disclosure under Secretarial Standards

The Directors state that the Company is complying with all the applicable Secretarial Standards on meetings of the Board of Directors.

Particulars of Loans, Guarantees or Investments under Section 186

The particulars of loans, guarantees, and investments covered under the provisions of Section 186 of the Act have been disclosed in the financial statements.

Internal Financial Control Systems and their Adequacy

The internal control systems commensurate with the size, scale and complexity of the operations of the Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with the applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with corporate policies.

The Audit Committee of the Board of Directors, comprising of Independent Directors, reviews the effectiveness of the internal control system across the Company including annual plan, significant audit findings and recommendations, adequacy of internal controls and compliance with accounting policies and regulations.

Investor Education and Protection Fund (IEPF)

Pursuant to Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), mandates that Companies shall transfer dividend that has remained unclaimed for a period of 7 years from the unpaid dividend account to IEPF. Further, the rules mandates that the shares on which dividend has not been paid or claimed for a period of 7 consecutive years or more be transferred to the IEPF.

The following table provides a list of years for which unclaimed dividend and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:

Year	Type of dividend	Dividend Per Share	Date of declaration	Due date for transfer	Amount (in )*
2016-17	Final	0.90	28.09.2017	27.10.2024	9,76,678.20
2017-18	Final	0.90	26.09.2018	25.10.2025	7,75,770.30
2018-19	Final	0.90	19.09.2019	18.10.2026	33,74,712.00
2019-20	Interim	0.90	12.02.2020	09.03.2027	9,21,929.40

The Company sends periodic intimation to the shareholders concerned, advising them to lodge their claims with respect to unclaimed dividend. Shareholders may note that both the unclaimed dividend and corresponding shares transferred to IEPF, including all benefit accruing on such shares if any, can be claimed back from IEPF following the procedure prescribed in the Rules.

Details of the Nodal Officer

Ms. Harshita Nagar, Company Secretary and Compliance Officer of the Company has been appointed as the Nodal officer as per the provisions of IEPF. The details of the same may be accessed on the Companys website at: https:// mirza.co.in/shareholders.php?id=no.

Share transferred to IEPF

During the year, the Company transferred 46,842 shares on January 3, 2024 to the IEPF. The shares transferred were on account of dividends unclaimed for seven consecutive years.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations is presented in a separate section, forming part of the Annual Report.

Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility Committee in place as per the provisions of Section 135 of the Act. As on March 31, 2024, the Committee consisted of

Mr. Tauseef Ahmad Mirza, Chairman, Mr. Tasneef Ahmad Mirza, Mr. Nirmal Sahijwani and Mr. Sanjiv Gupta as members of the Committee.

The Companys Corporate Social Responsibility Policy (CSR Policy) duly approved by the Board, indicates the activities to be undertaken by the Company to fulfil the expectation of our Stakeholders and to continuously improve our social, environmental and economical performance while ensuring sustainability and operational success of our Company.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013. The guiding principles for all CSR initiatives of the Company are as follows:

• Establishing a guideline for compliance with the provisions of Regulations to dedicate a percentage of Companys profits for social projects;

• Ensuring the implementation of CSR initiatives in letter and spirit through appropriate procedures and reporting; and

• Creating opportunities for employees to participate in socially responsible initiatives.

The CSR Policy may be accessed on the Companys website at the link: https://mirza.co.in/corporate.php?id=po

The Annual Report on CSR activities for the financial year 2023-24 is annexed as Annexure - I to this Report.

Human Resources

The Company believes that Human Resource is the key to its success. A well planned Human Resource policy and its proper implementation with employees satisfaction nurture the Companys growth story for long run. The Company provides a fair and inclusive environment that promotes new ideas, respect for the individual and equal opportunity to succeed. Experience, merit and performance, leadership abilities, strategic vision, collaborative mindset, teamwork and result orientation are actively promoted and rewarded through an objective appraisal process.

The number of people employed as on March 31, 2024 was 1,662 (March 31, 2023: 1,672). Industrial Relations were satisfactory during the year.

The Company wishes to put on record its deep appreciation of the co-operation extended and efforts made by all employees.

Particulars of Employees and other Additional Information

The Information required as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - II to this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing top ten employees in respect of their remuneration and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed as Annexure – III.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo a) Conservation of energy:

Energy conservation measures are being carried out continuously in its operational activities by way of monitoring energy related parameters on regular basis.

To achieve above objectives, the following steps are being undertaken by the Company:

• Continuously monitoring the energy parameters such as maximum demand, power factor, load factor on regular basis;

• Installation of energy efficient LED lights by replacing high energy consuming lights.

• Increasing the awareness of energy saving within the organization to avoid the wastage of energy;

Steps taken for utilization of alternate source of energy;

• Installation of solar plants with a capacity of 3,750 KW at our plant locations that generate an average of 14,500 units of electricity each day.

Capital investment on energy conservation equipment:

Financial Year	2023-24
Amount	6 4.25 Lakhs

b) Technology Absorption

Efforts made towards technology absorption

Following efforts are made during the year towards technology absorption:

• Replacement of old Desktops / Laptops with latest technology Laptops and data processing units;

• Introduction of new designs for shoe uppers; and

• Expansion of online platforms in global market.

Benefits derived

• Speedy and real time updated flow of information between management and staff level;

• Adding customer base remaining half population i.e. Indian Women;

• Value addition and Brand building via online outlets with more customer reach;

(i) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : N/A

(ii) Expenditure incurred on Research and Development: 957.30 Lakhs

c) Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned was

49,331.15 Lakhs as compared to 46,598 Lakhs during the previous year. The foreign exchange outgo was 6,784.49 Lakhs as compared to 4,009 Lakhs during the previous year.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is annexed to the Report on Corporate Governance.

Auditors and Auditors Report a) Statutory Auditors

M/s. Khamesra Bhatia & Mehrotra, Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the Company held on September 28, 2022, to hold office as Statutory Auditors for a period of five consecutive years i.e. upto the conclusion of the 48th AGM. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and therefore do not require any further comments. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Mallika & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditor is annexed as Annexure – IV.

The comments made by the Secretarial Auditor in her report and explanation/ clarification of the Company are given below:

Comments made in the Secretarial Audit Report	Explanation/ clarification of the Company
The Company has submitted the Related Party Transactions for the Quarter and Half year ended September 30, 2023 with the delay of 2 (Two) days and a _ne of 5,900 has been imposed on the Company for the Non- Compliance of	Due to technical issue, the same was not submitted within due timelines.
Regulation 23 (9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Save as mentioned above, the observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence, do not call for any further comments.

c) Cost Auditor

In terms of provisions of Section 148(1) of the Companies Act, 2013 maintenance of Cost Records is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors, in compliance with the provisions of the Companies Act, 2013, Rules and Notifications issued thereunder, have appointed Mr. Arun Kumar Srivastava, Cost Accountants, as Cost Auditors to conduct Audit of the Cost Accounts maintained by the Company for the financial year 2023-24.

Annual Return

Pursuant to Section 134(3)(a), the draft Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2024, is hosted on the website of the Company and can be accessed at i.e., https:// mirza.co.in/financial.php?id=ar under "Investors" Section.

Number of Board Meetings

During the year under review, 5 (five) Board Meetings were convened and held on May 27, 2023, July 27, 2023, August 12, 2023, November 4, 2023 and February 3, 2024 the details of which are given in the Corporate Governance Report which is forming part of this Annual Report.

Audit Committee

The Audit Committee comprises of Non-Executive Independent Directors namely Mr. Sudhindra Kumar Jain, Chairman and Mr. Sanjay Bhalla, Mr. Sanjiv Gupta and Ms. Saumya Srivastava as members. For further details, please refer Report on Corporate Governance which is forming part of this Annual Report.

The recommendations / observations of the Audit Committee placed before the Board during the financial year ended March 31, 2024 in respect of matters pertaining to the financial management or any other matter related thereto, were considered and duly accepted by the Board of Directors of the Company.

Contracts and Arrangements with Related Parties

Particulars of contracts or arrangements with Related Parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are given in Annexure - V forming part of this Report. Notes to Accounts cover information on Related Party Transactions entered into by the Company.

All contracts / arrangements entered with Related Parties in terms of Section 188(2) of the Companies Act, 2013 were in the ordinary course of business and on an arms length basis. During the year under review, the Company has entered into transactions with Olive Shoes Private Limited, REDTAPE Limited and Mirza (U.K.) Limited, Related Parties which were considered material in terms of the Companys policy on materiality of Related Party Transactions read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The aforesaid transactions were approved by members in the Annual General Meeting held on September 23, 2023.

The Policy on Related Party Transactions is available on the website of the Company, i.e., https://mirza.co.in/corporate. php?id=po

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of Sexual Harassment at workplace.

The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability etc. All women associates (permanent, temporary, contractual & trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Directors further state that during the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress complaints regarding Sexual Harassment, if any.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors, in terms of Section 134 of the Companies Act, 2013 ("Act"), state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

d) the Directors had prepared the annual accounts on a ‘going concern basis;

e) the Directors 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) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies Act 2013.

b) Issue of equity shares with differential right as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Issue of Employees Stock Option to employees of the Company under any scheme.

Acknowledgements

Your Directors would like to express their appreciation for assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by all employees of the Company.