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Redtape Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 6418.10 Cr. P/BV 6.02 Book Value (Rs.) 19.28
52 Week High/Low (Rs.) 164/108 FV/ML 2/1 P/E(X) 26.68
Bookclosure 31/07/2026 EPS (Rs.) 4.35 Div Yield (%) 0.00
Year End :2026-03 

Note 11.2 Rights, preferences and restrictions attached to shares a. Equity Shares

The Company has only one class of equity shares having a par value of ' 2 per share. Each holder of Equity Shares is entitled to one vote per share.

The dividend if proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.

The distribution will be in proportion to the number of equity shares held by the shareholders.

The company has paid final dividend for F.Y. 2024-25 of 12.50% (' 0.25 per equity share of ' 2/- each) during the year ended 31st March 2026 and interim dividend for F.Y. 2024-25 of 100% (' 2 per equity share of ' 2/- each) during the year ended 31st March 2025.

The Board of Directors have proposed final dividend of '2 per share (face value '2 each, fully paid up) for the year ended 31st March 2026 subject to the approval of members at the ensuing Annual General Meeting (AGM).

The Company has incurred a net cash outflow of ' 1,382 lakh on account of the final dividend for F.Y. 2024-25 during the year ended 31st March 2026 (Previous year 31st March 2025 : ' 2,764 lakh on account of the interim dividend for F.Y. 2024-25).

b. Preference shares

During the year, the company redeemed 9% Non-cumulative compulsorily redeemable preference shares of '2 each at par.

Preference shares were redeemable preferences shares with a put and call option available to the shareholders and the issuer company for early redemption.

Same had been classified and presented under ‘current financial liabilities’ as ‘borrowings’ and the disclosure requirements in this regard applicable to such borrowings has been done (Refer note no.13).

Note 11.5 There are following shares issued without payment being received in cash:

(i) During the F.Y. 2024-25, the Company has alloted Bonus Shares by capitalisation of Free Reserves of the Company. (Refer note no. 11.7)

(ii) During the F.Y. 2023-24, Pursuant to the Scheme of arrangement the Company had issued 13,82,01,900 Equity Shares to the Shareholders of Mirza International Limited. On 31st March 2023 (Allotment date) Redtape Limited had issued one equity share for every equity share held of Mirza International Limited on the date of 29th March 2023 (Record date) for consideration other than cash.

Note 11.6 There are no buy back of equity shares during the last five years.

Note 11.7 The Bonus Issue in the ratio of 3:1 i.e., 3 (three) new fully paid up bonus equity shares of '2/- each for every 1 (one) existing fully paid up equity share of '2/- each was approved by the Members of the Company on 23rd January 2025 in Extra-Ordinary General Meeting (“EGM”). Subsequently on 5th February, 2025, the Company alloted 41,46,05,700 fully paid up bonus equity shares of '2/- each in the ratio of 3:1 to the eligible members of the Company whose names appeared in the Register of Members as on 4th February, 2025, (Record Date fixed for this purpose) by capitalising ' 8,292 lakhs out of Free Reserves of the Company.

Nature and purpose of reserve

- Capital reserve

Surplus resulted pursuant to Scheme of Arrangement of Demerger.

- Capital Redemption Reserve

During the year, the company redeemed 50,000, 9% Non-cumulative compulsorily redeemable preference shares of '2 each at par, aggregating to '1 lakh. The redemption was carried out out of accumulated profits, in accordance with the requirements of Section 55 of the Companies Act, 2013.

As required under the said provisions, an amount equivalent to the nominal value of the shares redeemed, i.e., '1 lakh, has been appropriated from Retained Earnings and transferred to the Capital Redemption Reserve (CRR).”

- Retained earnings:

Retained earnings represents the net profits after all distributions and transfers to other reserves.

- Remeasurements of defined benefit obligation

Remeasurements of defined benefit obligation comprises actuarial gains and losses.

Other comprehensive income:

- Cash flow hedge reserve

The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the statement of profit and loss when the hedged item affects the profit or loss.

a) Details of Security for Term and Working Capital Loans:-

(1) HDFC Bank term loans amounting to ' 3,331 Lakh (Previous Year ' ' 4,704 Lakh) secured by exclusive charge on moveable assets funded from HDFC Bank term loan and secondary collateral exclusive charge on industrial property measuring 2,72,646.39 square meters located in Industrial Area Unnao (Uttar Pradesh).

(2) HDFC Bank working capital loan of ' 17,854 Lakh (Previous Year ' ' 17,532 Lakh) is secured by Pari passu charge on current & future stocks & book debts and secondary collateral exclusive charge on industrial property measuring 2,72,646.39 square meters located in Industrial Area Unnao (Uttar Pradesh)

(3) CITI Bank working capital loan of ' 7,500 Lakh (Previous Year ' ' 11,300 Lakh) is secured by Pari passu charge on present & future stocks & book debts and secondary collateral exclusive charge on Plot no 18-19, Nand Nagar, Industrial Estate, Mahuwakhera Ganj, Tehsil Kashipur.(Refer note no. 45(x))

(4) AXIS Bank working capital loan of ' 9,858 Lakh (Previous Year Nil) is secured by First Pari passu charge by way of hypothecation on entire current assets present & future stocks & book debts and secondary collateral exclusive charge on property situated at Plot No.8, Sector-90, Noida.(Refer note no. 45(x))

(5) Federal Bank working capital loan of Nil (Previous Year ' ' 3,000 Lakh) is secured by First Pari passu charge by way of hypothecation on entire current assets present & future stocks & book debts.

(6) Auto Loans are secured by the hypothecation of respective vehicle for which is availed.

(7) All the above secured Loans except Auto Loans are guaranteed by Mr. Shuja Mirza (Managing Director).

b) (Non-cumulative) Compulsorily Redeemable Preference Shares

As per Clause 3.10 of Composite Scheme of Arrangement the pre-Scheme issued and paid-up share capital of the Company which consists of 50,000 Equity Shares of '2 each aggregating '1,00,000, will be cancelled. 50,000 9% Compulsorily Redeemable Preference Shares of '2 each, credited as fully paid-up, aggregating '1,00,000, will be issued in place of such cancelled equity share capital.

50,000 9% Non-cumulative compulsorily redeemable preference shares of ' 2/- each fully paid up shall be redeemed in terms of the provisions of the Companies Act, 2013, at Par within a period of 5 years from the date of issue (maturity date is 30 March 2028) of such Redeemable Preference Shares with a put and call option available to the Shareholders and the Issuer Company for early redemption.

During the year, the company redeemed 50,000, 9% Non-cumulative compulsorily redeemable preference shares of '2 each at par, aggregating to '1 lakh. The redemption was carried out out of accumulated profits, in accordance with the requirements of Section 55 of the Companies Act, 2013.

Annual Report 2025-26


Notes to the Standalone Financial Statements

for the year ended 31st March 2026

(All amounts in ' Lakh, unless otherwise stated)

NOTE 15 TRADE PAYABLES- NON CURRENT

Particulars

As at

31st March 2026

As at

31st March 2025

Outstanding dues of micro and small enterprises (Refer note no. 39)

6

-

Outstanding dues of creditors other than micro and small enterprises

11

-

Total

17

-

Trade Payables due for payment ageing schedule

As at 31st March 2026

Outstanding for following periods from due date of transaction*

Particulars

Less than 1 year

1-2 years

2-3 years

More than 3 years

Total

(i) Micro and Small enterprises (Refer note no. 39)

-

6

-

-

-

(ii) Others

-

11

-

-

-

(iii) Disputed dues - Micro and Small enterprises

-

-

-

-

-

(iv) Disputed dues - Others

-

-

-

-

-

Total

-

17

-

-

-

* There are no specific due date of payment specified in respect of trade payables, as such the trade payables ageing schedule is prepared on the basis of date of transaction.

NOTE 16 PROVISIONS

Non-Current Current

Particulars

As at

31st March 2026

As at

31st March 2025

As at

31st March 2026

As at

31st March 2025

Provision for employee benefits

Gratuity (unfunded) (Refer note no. 33)

414

415

25

20

Provision for Compensated absences (unfunded)

36

42

130

123

Total

450

457

155

143

NOTE 17 TRADE PAYABLES- CURRENT

Particulars

As at

31st March 2026

As at

31st March 2025

Outstanding dues of micro and small enterprises (Refer note no. 39)

3,587

2,928

Outstanding dues of creditors other than micro and small enterprises

- Others

30,863

48,699

- Related parties (Refer note no. 34)

1,891

222

Total

36,341

51,849

1. The business currently carried on by the Company was originally operated by M/s Mirza International Limited. Pursuant to a Scheme of Arrangement approved by the Hon’ble National Company Law Tribunal, Allahabad Bench (“NCLT”), Prayagraj vide its order dated 21.02.2023, the said business was demerged from M/s Mirza International Limited and vested with the Company. The appointed date of the demerger, as per the Scheme, is 01.01.2022.

As per the terms of the NCLT-approved Scheme, the Company is entitled to the benefit of credit of taxes deducted at source (TDS), tax collected at source (TCS), and advance tax paid under the PAN of M/s Mirza International Limited before 21.02.2023, to the extent such taxes pertain to the demerged business now carried on by the Company.

However, the credit for the above-mentioned taxes has not been reflected in the Company’s tax records for the A.Y. 2023-24 and demand of '3481.79 lakh (inclusive of interest) have been raised by the Income Tax Department under Section 143(1)(a) of the Income-tax Act, 1961 (“Act”) for A.Y. 2023-24 as on 28.03.2024. In this regard, a rectification application under Section 154 of the Income-tax Act, 1961 (“Act”) has already been filed with the appropriate jurisdictional Assessing Officer/Authority as on 08.04.2024.

As per the order passed u/s 154 of the Income-Tax Act, 1961 (“Act”) as on 01.12.2025, the benefit of credit of advance tax paid under the PAN of M/s Mirza International Limited has been passed to the REDTAPE Limited but demand of '317.94 lakhs (inclusive of interest) is still pending related to taxes deducted at source (TDS) and tax collected at source (TCS) paid under the PAN of M/s Mirza International Limited. For '317.94 lakh, further rectification filed under Section 154 with jurisdictional assessing officer as on 08.12.2025.

2. With reference to note 1, As per Scheme of Arrangement sanctioned by Hon’ble The National Company Law Tribunal. the Retail Business which was carried out in the name of REDTAPE”” by Mirza International Limited (PAN AAECM3626M) has been demerged into REDTAPE LIMITED having PAN AALCR5032R. The “’’Appointed Date”” for the reorganization as per the NCLT Order is 01.01.2022.

The modified return of income in Form ITR-A furnished electronically by the Resulting Company, REDTAPE LIMITED. for the Assessment Year A.Y. 2022-23 on 31.08.2023 in accordance with the provisions of Section 170A of the Income Tax Act. 1961 (the Act).

The total income of REDTAPE LIMITED for the A.Y. 2022-23 is modified to '4,100 lakh as per the modified return filed in Form ITR-A.Demand notices, As per the terms of the NCLT-approved Scheme, the Company is entitled to the benefit of credit of taxes deducted at source (TDS), tax collected at source (TCS), and advance tax paid under the PAN of M/s Mirza International Limited before 21.02.2023, to the extent such taxes pertain to the demerged business now carried on by the Company.

However, the credit for the above-mentioned taxes has not been reflected in the Company’s tax records for the A.Y. 2022-23 and demand of '2043.19 lakhs (inclusive of interest) have been raised by the Income Tax Department under Section 170A of the Income-tax Act, 1961 (“Act”) for A.Y. 2022-23 as on 26.12.2025. In this regard, a appeal under section 246A of the Income-tax Act, 1961(“Act”) has already been filed with the appropriate jurisdictional Assessing Officer/Authority as on 23.02.2026.

The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company’s management reasonably expects that these legal actions, when ultimately concluded and determined, will not have a material and adverse effect on the Company’s results of operations or financial condition.

The Company has other commitments for purchase/sale orders which are issued after considering requirements as per the operating cycle for purchase/sale of goods and services, and employee benefits. The Company does not have any long term commitment or material non cancellable contractual commitments/contracts which might have a material impact on the Standalone Financial Statements of the Company.

NOTE 33 EMPLOYEE BENEFITS

On November 21,2025, the Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, (‘Labour Codes’) which consolidate twenty-nine existing labour laws into a unified framework governing employee benefits during employment and post-employment. The Labour Codes, amongst other things introduces changes, including a uniform definition of wages and enhanced benefits relating to leave. The Company has estimated and recognized the impact of implementation of the New Labour Codes under Employee benefits expense for the year ended March 31,2026. The impact of the same is not material to the results for the year. The company continues to monitor the finalisation of Central and State Rules, as well as Government clarifications on other aspects of the Labour Codes and will incorporate appropriate accounting treatment based on these developments as required.

A. Defined benefit plan - Gratuity

The gratuity plan is governed by as per the provisions of payment of gratuity under The Code on Social Security,2020. Under the gratuity plan, every employee who has completed at least five years of service usually gets a gratuity on departure 15 days of last drawn basic salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The following table set out the funded status of the gratuity plan and the amount recognised in the company’s financial statement as at 31st March 2026 and 31st March 2025:

(viii) The salary growth rate indicated above is the Company’s best estimate of an increase in salary of the employees in future years, determined considering the general trend in inflation, seniority, promotions, past experience and other relevant factors such as demand and supply in employment market, etc.

(ix) Sensitivity Analysis:

Significant actuarial assumptions for the determination of the define benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis is given below :

(xi) Actuarial risks exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follows:

I nterest Rate risk : The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).

Liquidity Risk : This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

Salary Escalation Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.

Demographic Risk : The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

Regulatory Risk : Gratuity benefit is paid in accordance with the requirements of Chapter V (Gratuity) of the Code on Social Security, 2020 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity of ' 20,00,000).

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Variable Lease Payment

Some leases contain variable payment terms that are linked to sales generated from a store. For some individual stores, up to 100% of lease payments are on the basis of variable payment terms with percentages ranging from 8% to 10% of sales. Variable payments terms are used for a variety of reasons, including minimizing the fixed costs base for newly established stores. Variable lease payments that depend on sales are recognized in profit or loss in the period in which the condition that triggers those payments occurs.

Expenses relating to short-term leases and expenses relating to variable lease payments not included in lease liabilities (included in other expenses) were ' 436 Lakhs (Previous Year- ' 228 Lakhs).

As at Balance Sheet date, the Company is not exposed to future cash flows for extension / termination options, residual value guarantees, and leases not commenced to which lessee is committed.

NOTE 37 FINANCIAL RISK MANAGEMENT

The financial assets of the company include loans, trade and other receivables, security deposits and cash and bank balances that derive directly from its operations. The financial liabilities of the company, other than derivatives, include loans and borrowings, trade payables and other payables, and the main purpose of these financial liabilities is to finance the day to day operations of the company. The Company also enters into derivative transactions.

The Company seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposures. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

The Company’s senior management oversees the management of these risks and that advises on financial risks and the appropriate financial risk governance framework for the Company.

The company is mainly exposed to the following risks that arise from financial instruments:

(i) Market risk (including currency risk, interest rate risk and other price risk)

(ii) Liquidity risk

(iii) Credit risk

This note explains the risks which the company is exposed to and policies and framework adopted by the company to manage these risks:

(i) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise two types of risk: foreign currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Company uses derivatives to manage market risks. Derivatives are only used for economic hedging purposes and not as speculative investments. All such transactions are carried out within the guidelines set by the Board of Directors.

There has been no significant changes to the Company’s exposure to market risk or the methods in which they are managed or measured.

(a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company’s exposure to currency risk relates primarily to the Company’s operating activities when transactions are denominated in a different currency from the Company’s functional currency.

The company imports finished goods from outside India and export finished goods. The exchange rate between the Indian rupee and foreign currencies has fluctuated in recent years and may fluctuate substantially in the future. Consequently the company is exposed to foreign currency risk and the results of the company may be affected as the rupee appreciates/ depreciates against foreign currencies. Foreign exchange risk arises from the future probable transactions and recognized assets and liabilities denominated in a currency other than company’s functional currency.

The company measures the risk through a forecast of highly probable foreign currency cash flows and manages its foreign currency risk by hedging appropriately. The company manages its foreign currency risk through the process of adjusting inward remittances in foreign currency for its payment of outward remittances (i.e. considering it as natural hedge). The Company also holds derivative financial instruments such as foreign exchange forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures.

Derivatives designated as hedging instruments

The Company enters into hedging instruments in accordance with policies as approved by the Board of Directors with written principles which is consistent with the risk management strategy of the Company. The Company has decided to apply hedge accounting for derivative contracts that meets the qualifying criteria of hedging relationship entered.

Cash flow hedges

During the current year ended 31st March 2026 and previous year ended 31st March 2025, the Company has designated certain foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign exchange exposure.The Company does not use forward contracts for speculative purposes. The Counterparty for such contracts is generally a bank.

The foreign exchange forward contract balances vary with the level of expected foreign currency purchase and changes in foreign exchange forward rates. The fair value of derivative financial instruments is as follows:

The critical terms of the foreign currency forward contracts match the terms of the expected highly probable forecast purchase transactions. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss.

The cash flow hedges of the forecasted purchase transactions during the year ended 31 March 2026 were assessed to be highly effective and unrealized profit of ' 768 lakh (Previous year unrealized loss ' 103 lakhs), with a deferred tax charge of ' (193 lakh) (Previous year ' 26 lakh) relating to the hedging instruments, is included in other comprehensive income.

During the year ended 31 March 2026 and 31 March 2025 the company has designated certain foreign exchange contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast cash transactions. The related hedge transactions for balance in cash flow hedge reserve as at 31 March 2026 are expected to occur and reclassified to statement of profit and loss within one year.

The company determines the existence of economic relationship between the hedging instrument and hedged item based on the currency, amount and timings of its forecasted cash flows. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in the Statement of Profit or Loss at the time of the hedge relationship rebalancing.

(b) Interest Rate Risk

The Company’s exposure to the risk of changes in market interest rates relates primarily to long term debt. Borrowings at variable rates exposes to cash flow risk. With all other variables held constant, the following table demonstrates composition of fixed and floating rate borrowing of the company and impact of floating rate borrowings on company’s profitability. demonstrates composition of fixed and floating rate borrowing of the company and impact of floating rate borrowings on company’s profitability.

(ii) Liquidity Risk

Financial liabilities of the company include borrowings, lease liabilities, trade and other payables. The company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.

Liquidity Risk Management

The Management of the Company is responsible for liquidity risk management who has established an appropriate liquidity risk management framework for the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The company monitors its risk of shortage of funds to meet the financial liabilities. The company plans to maintain sufficient cash to meet the obligations as and when falls due.

(iii) Credit Risk

Credit risk refers to the risk of default on its contractual terms or obligations by the counterparty resulting in a financial loss. The Company is exposed to credit risk from trade receivables, security deposit to landlord & cash and bank balances.

A) Trade Receivables Sale at Retail Stores

Sales to retail customers are required to be settled in cash and other secured payment modes, mitigating credit risk. There are no significant concentrations of credit risk, whether through exposure to individual customers, specific industry sectors and/or regions. The credit risk to the Company is limited in cases of retail sales since they are in nature of cash and carry.

Non-Retail Sales and Sales through E-Commerce portal

For non-retail customers, the Company assesses the credit quality of the customer and for E-Commerce Portal, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings by the management. The compliance with credit limits by customers is regularly monitored by line management.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.The company has considered an allowance for doubtful debts based on losses from historical data and also considers reasonable and supportable information of current conclusions and forecast of future economic conclusion but there has not been a significant change in the credit quality and the amounts are still considered recoverable. (Refer note no. 9 for Expected Credit Loss)

B) Other Financial Assets

With regards to all the financial assets with contractual cashflows other than trade receivables, management believes these to be high quality assets with negligible credit risk. The management believes that the parties from which these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is negligible.

Credit risk on cash and bank balances is limited as the company generally invests in deposits with banks and financial institutions with high credit ratings assigned by credit rating agencies.

The Company’s maximum exposure to credit risk for the components of the financial assets as at 31st March 2026 and 31st March 2025 is to the extent of their respective carrying amounts as disclosed in respective notes.

The Company’s capital management objectives are:

- to ensure the Company’s ability to continue as a going concern.

- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

- to maintain optimum capital structure to reduce cost of capital and to maximize the shareholder value

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants which otherwise would permit the banks to immediately call loans and borrowings. In order to maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

Further, there have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.

There were no changes in the objectives, policies or processes for managing capital during the year ended 31-Mar-2026 and 31-Mar-2025.

NOTE 39 DISCLOSURES REQUIRED UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006:

Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (as amended till date) have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers.

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2nd October 2006 (as amended till date), certain disclosures are required to be made relating to Micro, Small and Medium Enterprises.

In respect of F.Y. 2025-26, The Company has calculated and estimated an amount of '133 Lakhs (31st March 2025: Nil) towards interest liability under section 16 of the MSMED Act on delayed payment made to micro and small enterprises during the F.Y. 2025-26.

Based on the information and records available with the management, as on 31st March 2026, '228 Lakh are outstanding dues to Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises development Act, 2006 beyond the statutory period of 45 days. (31st March 2025: Nil)

(b) Basis of Fair value of Financial assets and liabilities (i) Fair Value hierarchy

The Company categorizes financial assets and financial liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement which are described as follows:

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the financial asset or financial liability.

Level 3 - Inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Company’s assumptions about pricing by market participants.

NOTE 41

The main business of the Company is retailing/ trading of merchandise which primarily consist of apparels and footwears. All other operating activities of the Company are incidental to its main business. Accordingly, the Company has only one identifiable segment reportable under Ind AS 108 “Operating Segment”. The chief operational decision maker monitors the operating results of the entity’s business for the purpose of making decisions about resource allocation and performance assessment.

NOTE 42

Previous year figures have been regrouped/recasted/rearranged wherever necessary to confirm to its classification of the current year.

In the current year’s financial statements, the company has done some material reclassifications in respect of previous year figures, the details of which are as follows:

xi) As at 31-Mar-2026, the Company have following subsidiary companies i.e.

i. Redtape Bangla Limited

ii. Redtape HK Limited

iii. Redtape London Limited (Step down subsidiary - Wholly Owned Subsidiary of Redtape HK Limited)

iv. Redtape (Quanzhou) Sports Goods Co. Limited (Step down subsidiary - Wholly Owned Subsidiary of Redtape HK Limited) The Company is in compliance of requirement of number of layer of companies.

xii) There is no scheme of Arrangement approved during the year.

xiii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

xiv) The company has not traded or invested in Crypto currency or Virtual currency during the financial year.

xv) There is no income that has been surrendered or disclosed as income during the year in Tax Assessments under Income Tax Act,1961.

NOTE 47

Events after the Reporting Period

The Board of Directors have proposed final dividend of '2 per share(face value '2 each, fully paid up) for the year ended March 31,2026.

NOTE 48

The company has complied with the provisions of Section 186(4) of the companies act, 2013 in respect of investments made and loan granted. (Refer note no:5 and 6)

NOTE 49

(i) The Company deals in Fashion Items such as Footwear, Apparel, Accessories etc. Company has made its sales network through its retail stores pan India at various remote locations. The Company operates these retail stores, through its owned stores or stores operated by its Franchisee. Due to remote locations and volumes of transactions, there are few instances where employees of the company misappropriated the Cash of the sale proceeds of the retail store.

During the year there are two cases reported amounting '15 Lakhs which constitute even less than 0.01% of the total sales proceeds of company owned stores). This is general trend of the industry.

(ii) During the year, the Company identified an instance of fraud committed by an employee.The matter was promptly reported to the Audit Committee and the Board of Directors. The Company has initiated appropriate disciplinary and legal proceedings, including the filing of a First Information Report (FIR), and the matter is currently under investigation. Based on the facts and circumstances prevailing as at the reporting date, the Company has recognised and written off the resultant loss of '119 lakhs in its books of account. The management is of the view that the amount involved is not material to the financial statements of the Company.

NOTE 50

The Income-Tax authorities (the department) had conducted search u/s 132 of the Income Tax Act, 1961 during the month of September 2025 at some of the premises, plant, residences of some of the Directors and also residences of few of the employees of the Company. The Company extended full cooperation to the Income tax officials during the search and provided required details, clarifications, and documents. As on the date of issuance of these financial results, the Company has not received any written communication from the department regarding the outcome of the search, therefore, the consequent impact on the financial results, if any, is not ascertainable. The Management, after considering all available records and facts known to it, is of the view that there is no material adverse impact on the financial position of the company and no material adjustments are required to these financial results for the year ended 31st March 2026 in this regard.

NOTE 51

In accordance with the Ind AS-36 on Impairment of Assets, the Company has assessed as on the balance sheet date, whether there are any indications with regard to the impairment of any of the assets. Based on such assessment it has been ascertained that no potential loss is present and therefore, formal estimate of recoverable amount has not been made. Accordingly, no impairment loss has been provided in the books of account.

NOTE 52

Figures in bracket indicate deductions.


 
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