Redtape Ltd Directors Report

To,

The Members of

Dear Members,

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

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 Companys Standalone and Consolidated financial performance for the year ended March 31, 2025, is summarized below:

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

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

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

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 companys operations in future.

The Board of Directors at their meeting held on 27th 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, 1st 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, 26th 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 26th December 2024., the Company has fixed Friday, 3rd January 2025 as the record date for determining

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

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 .

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.

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

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 31st , 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.

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

*On 27th May 2025, Company redeemed its 9% Preference Shares

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

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.

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.

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

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.

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

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.

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"):

* 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. 14th August 2025 and Appointment of Mr. Vivek Agnihoti as a Chief Financial Officer (CFO) & Key Managerial Officer (KMP) w.e.f. 14th August 2025

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.

The Company has four (4) subsidiary companies namely:

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https:// about.redtape.com/assets/investor-pdf/code_of_conducts_

REDTAPE Bangla Limited (Bangladesh)

Subsidiary Company

The human resources development function of the

REDTAPE HK Limited Subsidiary Company Company is guided by a strong set of values and

REDTAPE London Limited (based in England and Wales)

REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in China)

Step down subsidiary - Subsidiary of REDTAPE HK Limited

Step down subsidiary - Subsidiary of REDTAPE HK Limited

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

REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in

China) incorporated on 29th 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 Companys website at www.redtape.com.

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

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.

and harmonious industrial relations at all levels during the year under review.

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 (15th August) and Republic Day (26th January), as well as festivals and other special events. Such initiatives are aimed at fostering team spirit, enhancing employee interaction, and strengthening organizational culture.

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.

The Company has a well-defined and practised Occupational Safety Health and Wellbeing Policy in place. The Companys 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.

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.

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 Companys 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

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 30th 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 2nd AGM till conclusion of 7th 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 financial 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 qualification, reservation or adverse remarks.

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.

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records have been prepared and maintained by the Company for the financial year 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.

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.

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

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

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

The Related Party Transaction submitted with exchange for the half-year ended 31st 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 1st June 2024 with BSE portal. However, it is submitted on time with National Stock Exchange Limited (NSE).

It was filed inadvertently.

The delay in filing 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 filing could be successfully completed only after resolution of the above said technical issues.

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

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

technical errors in the XBRL file. However, the said disclosure was filed 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 BSEs official and the disclosure was successfully uploaded on the BSE portal on 1st June, 2024.

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.

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.

The Nomination and Remuneration Committee recommended to the Board of Directors, a policy on Directors 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 Companys website at https://about.redtape.com/assets/ investor-pdf/code_of_conducts_and_policies/Nomination- and-Remuneration-Policy.pdf

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.

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.

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

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

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.

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 Companys website at https://about.redtape.com/help-desk.php

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

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.

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 IEPFs shareholding in the Transferee Company – Mirza International Limited.

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

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

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.

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.

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.

The Board of Directors bear the overall responsibility for the companys 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.

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.

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.

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 Companys 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 Companys website at https://about. redtape.com/assets/investor-pdf/code_of_conducts_and_ policies/Vigil-Mechanism-Policy.pdf .

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 Companys website having link.

i.e. https://about.redtape.com/assets/investor-pdf/ code_of_conducts_and_policies/Code-SEBI-PI T- Regulations.pdf.

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).

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

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.

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

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

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;

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;

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

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

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.

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.

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 4th 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 Companys 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 4th Annual General Meeting.

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.