mirza international ltd Directors report

To,

The Members of

Mirza International Limited

Your Directors are pleased to present the 44^th 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, 2023.

FINANCIAL SUMMARY

The Companys standalone and consolidated financial performance for the year ended March 31, 2023 is summarised below:

Particulars	Standalone*		Consolidated*
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Income	_	_	_	_
Revenue from operations	62,705.69	1,38,562.58	65,300.57	1,39,919.89
Other income	502.71	1,721.16	503.23	1,721.16
Total Income	63,208.40	1,40,283.73	65,803.80	1,41,641.05
Expenses
Operating Expenditure	45,007.89	89,837.50	45,841.59	91,446.83
Finance costs	773.31	2,300.63	979.04	2,340.96
Depreciation and Amortization expense	2,530.30	5,757.36	2,559.47	5,771.00
Other expenses	11,486.15	31,004.17	12,828.53	30,831.99
Total Expenses	59,797.65	1,28,899.66	62,208.61	1,30,389.70
Profit before tax	3,410.75	11,384.07	3,595.19	11,251.27
Tax Expense	792.45	2,824.56	951.12	2,606.47
Profit for the Year	2,618.30	8,559.52	2,644.90	8,643.80

*Pursuant to the order dated February 21, 2023 of Honble National Company Law Tribunal, Allahabad Bench, Prayagraj ("Honble NCLT") approving the Composite Scheme of Arrangement between RTS Fashions Private Limited (Transferor Company), Mirza International Limited (Transferee/Demerged Company) and REDTAPE Limited (Resulting Company) and their respective shareholders and creditors, through which, the consolidated business of RTS Fashions Private Limited has been amalgamated into Mirza International Limited and Branded/REDTAPE Business of Mirza International Limited has been transferred to REDTAPE Limited. The Appointed date of the Scheme is January 1, 2022. The Scheme has become effective upon filing of copy of the order of the Honble NCLT, Allahabad Bench, Prayagraj with Registrar of Companies on February 25, 2023.

Accordingly, the figures for previous year have been restated in compliance with the applicable Indian Accounting Standards (Ind AS) to make them comparable.

State of Companys Affairs

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

• The Consolidated Revenue from operations is Rs. 65,300.57 Lakhs as compared to Rs. 139,919.89 Lakhs in the previous year.

• The Standalone Revenue from operations is Rs. 62,705.69 Lakhs as compared to Rs. 1,38,562.58 Lakhs during the previous year.

• The Standalone Profit before Tax is Rs. 3,410.75 Lakhs as compared to Rs. 11,384.07 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 2022-23, export turnover of the Company was Rs. 526.17 Crores as against Rs. 514.30 Crores during financial year 2021-22. 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 helps 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.

SCHEME OF ARRANGEMENT

As already informed and updated from time to time, a Composite Scheme of Arrangement of RTS Fashions Private Limited, Mirza International Limited and REDTAPE Limited (hereinafter referred to as the Composite Scheme of Arrangement/the Scheme) was framed in terms of the provisions of Sections 230 & 232 of the Companies Act, 2013, read with Section 66 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, together with Sections 2(1B) and 2(19AA) of the Income Tax Act, 1961, and other applicable provisions, if any was proposed subject to the regulatory approvals.

The aforesaid Composite Scheme of Arrangement provided for: i. Amalgamation of RTS Fashions Private Limited ("Transferor Company") with and into Mirza International Limited ("Transferee Company");

ii. Demerger of Branded Business/REDTAPE Business ("Demerged Business") of Mirza International Limited into REDTAPE Limited ("Resulting Company") on going concern basis; and

iii. Various other matters incidental, consequential or otherwise integrally connected with the aforesaid Amalgamation and De-merger.

The Honble National Company Law Tribunal, Allahabad Bench, Prayagraj ("Honble NCLT") vide its Order dated February 21, 2023 (date of pronouncement of Order) approved the Composite Scheme of Arrangement. The

Scheme has become operative with effect from the Effective Date i.e., February 25, 2023, on filing of the Honble NCLT Order with the Registrar of Companies, Uttar Pradesh, Kanpur. The Scheme is effective from January 1, 2022, being the Appointed Date of the Scheme.

Accordingly, in terms of the Scheme, RTS Fashions Private Limited has been merged into Mirza International Limited along with all the assets and liabilities; and entire REDTAPE Business of Mirza International Limited has been demerged into REDTAPE Limited, with effect from January 1, 2022.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, T N S Hotels And Resorts Private Limited become wholly-owned subsidiary of the Company. Pursuant to the Composite Scheme of Arrangement between RTS Fashions Private Limited, Mirza International Limited and REDTAPE Limited becoming effective from February 25, 2023, RTS Fashions Private Limited was merged into Mirza International Limited. RTS Fashions Private Limited had one foreign subsidiary RTS Fashion Limited and one foreign step-down subsidiary Mirza (U.K.) Limited, which pursuant to Composite Scheme of Arrangement became subsidiary and step-down subsidiary of Mirza International Limited. Pursuant to the order of Honble NCLT, the Branded Business/REDTAPE Business of Mirza International Limited has been demerged into REDTAPE Limited ("Resulting Company"). The Resulting Company had issued and allotted 13,82,01,900 Equity Shares of Rs.2 each, credited as fully paid up, to the members of Mirza International Limited ("Transferee Company") in exchange of 100% post-amalgamation share capital of the Transferee Company. The pre-Scheme issued and paid-up share capital of the Resulting Company which consists of 50,000 Equity Shares of Rs.2 each aggregating Rs.1,00,000, which was held by Mirza International Limited was cancelled and 50,000 9% Compulsorily Redeemable Preference Shares of Rs.2 each, credited as fully paid-up, aggregating Rs.1,00,000, had been issued in place of such cancelled equity share capital to the Company. Accordingly, REDTAPE Limited ceased to be a subsidiary of the Company. The investments held in Mirza Bangla Limited and Sen En Mirza Industrial Supply Chain LLP were vested with REDTAPE Limited pursuant to the aforesaid Composite Scheme of Arrangement. Consequently, Mirza Bangla Limited and Sen En Mirza Industrial Supply Chain LLP also ceased to be subsidiaries of the Company.

Mirza (H.K.) Ltd, also ceased to be subsidiary of the Company pursuant to the closure of Mirza (H.K.) Ltd. Accordingly, as on close of the financial year March 31, 2023, the list of subsidiary, associate and joint ventures are as below: Subsidiaries: TNS Hotels And Resorts Private Limited, RTS Fashion Ltd and Mirza (U.K.) Limited

Associates: Nil Joint Ventures: Nil

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have 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 as Annexure - I to the Directors Report. 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 CLOSE OF THE FINANCIAL YEAR

Except as disclosed elsewhere in this Report, 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

Consequent to approval of Scheme of Arrangement by the Honble National Company Law Tribunal, Allahabad Bench, Prayagraj, the Branded Business/REDTAPE Business have been transferred to REDTAPE Limited. Apart from this, 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, 2023.

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, 2023 stood at Rs. 59,38,45,000 divided into 29,69,22,500 equity shares having face value of Rs. 2 each. The Issued,

Subscribed and Paid-up Share Capital of your Company is Rs. 27,64,03,800 divided into 13,82,01,900 equity shares of Rs. 2 each.

Pursuant to the approval of the Scheme, the Authorised Share Capital of the Transferor Company – RTS Fashions Private Limited amounting Rs. 8,13,45,000 divided into 81,34,500 equity shares of Rs. 10 each has been added into the Authorised Share Capital of the Company.

Further, the Company has allotted 1,78,95,900 equity shares of Rs. 2 each aggregating Rs. 3,57,91,800 on February 27, 2023 to the shareholders of Transferor Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, in terms of the provisions of the Scheme of Arrangement, all the employees (including Managing Director and Whole-time Director) who were engaged in the Branded Buisness/REDTAPE Business of Mirza International Limited have been transferred into REDTAPE Limited. Accordingly, Mr. Rashid Ahmed Mirza, Mr. Shuja Mirza and Mr. Narendra Prasad Upadhyay who were in whole-time employment of REDTAPE Business have accordingly been transferred from Mirza International Limited to REDTAPE Limited and had become Non-Executive Directors of Mirza International Limited.

The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee has designated Mr. Tauseef Ahmad Mirza as Managing Director of the Company w.e.f. March 21, 2023 for his remaining tenure till September 30, 2023. Further, the members of the Company has approved such appointment on June 17, 2023 through postal ballot.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Tauseef Ahmad Mirza and Mr. Tasneef Ahmad Mirza, Executive Director who were liable to retire by rotation at the 43^rd AGM being eligible, re-appointed by the members vide ordinary resolution in the Annual General Meeting held on September 28, 2022. Further, Mr. Shahid Ahmad Mirza, Whole-time 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.

Further, Mr. Rashid Ahmed Mirza and Mr. Shuja Mirza have tendered their resignation w.e.f. July 18, 2023 due to pre-occupation and Mr. Narendra Prasad Upadhyaya has tendered his resignation due to health reasons w.e.f. July 18, 2023. The Board places on record its deep sense of appreciation for the guidance and invaluable contributions made by the Directors during their tenure as Director of the Company.

The Board of Directors upon the recommendation of Nomination and Remuneration Committee of the Board, have appointed Mr. Nirmal Sahijwani and Mr. Faraz Mirza as Whole-time Directors w.e.f. July 27, 2023 and August 12, 2023 respectively, for a period of 3 years subject to the approval of shareholders in ensuing AGM. The Company has received a notice in writing from members proposing their candidature for the office of Director. A brief resume of the Director(s) seeking appointment / reappointment, along with other details as stipulated under Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standards on General Meetings, is provided in the Corporate Governance Report and Notice convening the AGM.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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 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

Pursuant to Section 203 of the Companies Act, 2013, Ms. Harshita Nagar was appointed as Company Secretary and Compliance Officer w.e.f. June 1, 2022. Mr. Tauseef Ahmad Mirza was appointed as Managing Director of the Company w.e.f. March 21, 2023.

Mr. Nirmal Sahijwani and Mr. Faraz Mirza were appointed as Whole-time Director w.e.f. July 27, 2023 and August 12, 2023 subject to the approval of shareholders in the ensuing AGM.

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 SEBI 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 Committee of the Company was re-constituted on May 27, 2023. 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘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*
2015-16	Final	0.50	29.09.2016	28.10.2023	6,18,426.50
2016-17	Final	0.90	28.09.2017	27.10.2023	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

*Amount unclaimed as on March 31, 2023.

The Company has not declared any Final Dividend for the Year 2019-20, 2020-21, 2021-22 and 2022-23.

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:// https://mirza.co.in/shareholders.php?id=no.

SHARE TRANSFERRED TO IEPF

During the year, the Company transferred 24,228 shares on December 14, 2022 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Companies Act, 2013. As on March 31, 2023, the Committee consisted of Mr. Tauseef Ahmad Mirza, Chairman, Mr. Shuja Mirza, Mr. Tasneef Ahmad Mirza and Mr. Sanjiv Gupta as members of the Committee.

The Committee was reconstituted on July 27, 2023 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 2022-23 is annexed as Annexure - II 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, 2023 was 1,672 (March 31, 2022: 2,409). 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 Companies Act, 2013 ("Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - III 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 the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Corporate Office of the Company on all working days during the business hours till the date of ensuing Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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	2022-23
Amount	Rs. 58.87 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: Rs. 930.80 Lakhs

c) Foreign Exchange Earnings and Outgo

During the year, the foreign exchange earned was

Rs. 465.98 Crores as compared to Rs. 468.98 Crores during the previous year. The foreign exchange outgo was

Rs. 40.09 Crores as compared to Rs. 603.97 Crores 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 attached 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 48^th 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. R & D, 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 his 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 convened meeting of Risk Management Committee on August 8, 2022 and February 13, 2023 i.e. a gap of 189 days elapse between both the meetings. Accordingly, Company has not complied with the provisions of Regulation 21(3C) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015	As mentioned by the Secretarial Auditor in his Report, the Company has, inter alia, convened meetings of Risk Management Committee on August 8, 2022 and February 13, 2023. In terms of the provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, maximum gap between two meetings of the Risk Management Committee should not exceed 180 days. However, due to non-availability of some of the Committee Members, the Company could not hold the meeting of Risk Management Committee within the stipulated time period and there is delay of 9 days beyond the permissible limit. The Company has reconstituted its Risk Management Committee to ensure timely availability of the Risk Management Committee Members to avoid any such lapse in future.
The Company has not filed e-Form MGT-14 for the following events during the financial year as required to be filed in terms of the provisions of Section 117 read with Section 170 of the Companies Act, 2013. However, the same were filed subsequent to the end of financial year under review and till the date of this report:	The Company has executed a Composite Scheme of Arrangement for Amalgamation of RTS Fashions Private Limited with Mirza International Limited; and Demerger of REDTAPE Business of Mirza International Limited into REDTAPE Limited. As part of the restructuring exercise, employees of the Company were also shuf_ed between the REDTAPE Business and the Remaining Business of Mirza International Limited. Filing of the e-Form MGT-14 was missed due to some confusion in the Compliance
• Resolution passed by the board in their meeting held on August 8, 2022 in connection with the credit facilities availed by the Company from HDFC Bank Ltd and Citibank; • Resolution passed by the board in their meeting held on August 8, 2022 in connection with approval of Board of Directors Report for the financial year 2021-22;	Team due to the aforesaid shuf_ing. However, the aforesaid e-Form has since been filed with the additional _ling fee and the default has already been made good. The Company has further strengthened its internal system to avoid any such lapse in future.

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 2022-23.

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, 2023, 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, six Board Meetings were convened and held on May 30, 2022, August 8, 2022,

November 2, 2022, November 11, 2022, February 13, 2023 and March 21, 2023 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, 2023 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 Euro Footwear Private 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 28, 2022.

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, 2023, 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, 2023 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.

ORDER, IF ANY, PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, the Honble National Company Law Tribunal, Allahabad Bench, Paryagraj vide its order dated February 21, 2023, had approved the Composite Scheme of Arrangement of RTS Fashions Private Limited, Mirza International Limited and REDTAPE Limited. Pursuant to the said Scheme, the Branded Business/ REDTAPE Business have been transferred and vested in REDTAPE Limited.

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.

	For and on behalf of the Board of Directors
Place: New Delhi	Tauseef Ahmad Mirza	Tasneef Ahmad Mirza
Date: August 12, 2023	Managing Director	Whole-time Director