Redington Ltd

To the Members,

Your Directors, are pleased to present the 31st (Thirty First) Annual Report of "Redington Limited" ("Redington" or "the Company") along with the audited Financial Statements for the financial year ended on March 31,2024.

Consolidated Financial Results

FINANCIAL PERFORMANCE

The Standalone and Consolidated Financial Statements of the Company for the financial year 2023-24 have been prepared in accordance with the Indian Accounting Standards ("Ind AS") as required under Section 133 of the Companies Act, 2013 ("Act").

Pursuant to Section 129(3) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") the said Consolidated Financial Statements forms part of the Annual Report.

The consolidated revenue from operations for the financial year was H89,345.71 Crores as against H79,376.78 Crores in the previous financial year registering a growth of 12.6%, while the consolidated net profit for the year de-grew by 12.5% to H1,218.62 Crores as against H1,392.56 Crores in the previous financial year.

The Basic Earnings per Share (EPS) on a consolidated basis decreased to H15.59 /- for the financial year under review as compared to H 7.82 /- for the previous financial year.

A detailed analysis on the financial performance of the Company is given as part of the Management Discussion and Analysis Report, which forms part of this Annual Report.

DIVIDEND

In line with the Company's Dividend Distribution Policy, (https://redingtongroup.com/wp-content/uploads/2023/09/ Dividend-Distribution-Policy.pdf) the Board of Directors at their meeting held on June 4, 2024 recommended a dividend of H6.20/- per equity share (i.e., 310 % of the face value) for the financial year 2023-24. This dividend, expected to result in pay-out of H484.7 Crores. is subject to the approval of members at the ensuing Annual General Meeting and deduction of income tax at source, as applicable.

The financial statements of the Company for the year ended March 31, 2024 were approved by the Board of Directors on May 15, 2024, on which date the statutory auditors of the Company submitted their report thereon.

TRANSFER TO RESERVES

Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

SHARE CAPITAL

During the financial year 2023-24, 2,13,660 equity shares were issued and allotted upon exercise of 3,70,270 Stock Appreciation Rights ("SAR") granted under Redington Stock

Appreciation Right Scheme, 2017 - Plan Series A, ranking pari-passu in all respects with the existing equity shares of the Company. The issued and paid-up share capital of the Company stood at H1,56,35,48,862/- with a face value of H2/- each as on the date of this report.

Subject to the approval of the Members of the Company at the ensuing Annual General Meeting, the Company proposes to increase the authorised share capital of the Company from H1,70,00,00,000/- (Rupees One Hundred and Seventy Crores) divided into 85,00,00,000 (Eighty-Five Crores) equity shares of H2/- (Rupees Two) each to H2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores) divided into 1,25,00,00,000 (One hundred and Twenty-Five Crores) equity shares of H2/- (Rupees Two) each ranking pari-passu in all respects with the existing equity shares of the Company. A resolution for the increase in the authorised capital of the Company is included in the notice of the ensuing Annual General Meeting.

BUSINESS PERFORMANCE

Discussion on the Company's performance is mentioned in the Management's Discussion and Analysis Report, which forms part of this Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2024, the Company has two direct and one stepdown subsidiary in India, and, two direct and 50 step- down subsidiaries, overseas. The details of the subsidiaries incorporated/ ceased and under liquidation during the financial year under review, as applicable, are given as part of notes to the consolidated financial statements.

(i) ProConnect Supply Chain Solutions Limited

ProConnect Supply Chain Solutions Limited ("ProConnect") is a wholly owned Indian subsidiary of Redington Limited. ProConnect is a trusted provider of Supply Chain Management & Warehousing Solutions to industries across sectors.

ProConnect's performance for the year has largely revolved around the Stabilisation, Optimisation and Consolidation of the Operations PAN India.

During the year a new Warehouse Management System (WMS) for one of the key customers and a Transport Management System (TMS) for ProConnect was rolled out, which is expected to bring in significant improvements to data-based decision making and provide an enhanced customer service experience.

As part of planned restructuring of logistics assets, Redington Limited transferred its state of the art warehouses in Chennai and Kolkata to ProConnect.

Till FY 2022-23, ProConnect was operating mainly in the southern and eastern parts of India. During the year it was decided to focus on expanding to the northern and western parts also. To achieve this the entire organisational structure has been redesigned.

ProConnect's performance for FY 2023-24 was mixed, largely due to rate reduction from one of the major customers in line with the general industry trend on cost reduction. This has resulted in reduction of revenue from one of the key customers as well as pressure in the gross margin across various customers.

However, in the second half ProConnect stabilized and turned around challenges into opportunities with new initiatives.

ProConnect is strategically positioned with the necessary infrastructure and an experienced work force, aiming for Zero tolerance and 100% excellence in all the spheres of operation supported by technology which will propel its steady and sustained future growth.

(ii) Redserv Global Solutions Limited

Redserv Global Solutions Limited ("RGS") is a wholly owned subsidiary of Redington Limited. RGS manages the entire back-office operations for Middle East, Africa, India, and Singapore (Sales Order, Purchase Order Processing, Credit release, Master Data maintenance, General Ledger Accounting and Financial Statements including Reporting).

RGS currently operates from two locations in Chennai. RGS has a well-defined approach to use cutting edge technology and continuous improvement methods in solving business problems and to drive efficiency. Over the last two years, RGS has invested in developing workflow solutions using external and internally developed platforms. It has also enhanced internal capability for developing Robotic Process Automations and Data Analytics tools.

RGS is the preferred partner for the Redington Group for all process and automation related requirements. RGS will continue to steadfastly support Redington Group's growth with a continuously improving and adaptive service portfolio. People remain our greatest asset and RGS is committed in driving people excellence and nurture talent through its engagement and development programs.

Indian Associate

Redington (India) Investments Limited (RIIL), an associate Company of Redington Limited, was operating Apple retail stores in South India through its wholly owned subsidiary, Currents Technology Retail (India) Limited. It exited its business in FY21 and accordingly, the Company is evaluating available restructuring options including winding up.

Overseas Operations

Redington's overseas operations are carried out through its two wholly owned subsidiaries, Redington International Mauritius Limited, Mauritius (RIML) and Redington Distribution Pte Limited, Singapore (RDPL). The Management's Discussion and Analysis covers the business performance of both the entities and their subsidiaries.

(i) Redington International Mauritius Limited, Mauritius (RIML)

RIML grew 7.2% year-over-year in Middle East, Turkey, and Africa ("META"), contributing 53% of Redington's consolidated revenue. It continues to strengthen its position for growth in META. The Company achieved a notable 14% growth in Saudi Arabia, largely driven by ongoing investments in enterprise projects. In Africa, despite facing challenges related to availability of, and fluctuations in the value of US dollars, a cautious approach was taken to maintain quality and risk-free business operations.

The Company continued to invest in its cloud capabilities, served more channel partners through the e-commerce platform, expanded its portfolio of enterprise services, and focused on delivering mobility solutions. As part of its strategy to enhance in-country business delivery, the Company extended its presence into South Africa by securing key contracts. Additionally, RIML ventured into the solar business by setting up an entity, Redington Green Energy Limited, in Africa.

During the year, the Company experienced a normalisation of gross margin post-COVID, which is expected to be more sustainable in the coming years. However, the Company achieved a much higher gross margin than pre-COVID levels, driven by continuous growth in enterprise business and an increased services mix.

(ii) Redington Distribution Pte Limited, Singapore (RDPL)

RDPL has maintained a strong presence in the South Asian region, including Bangladesh, Sri Lanka, Nepal, Bhutan, and Maldives. While the global economic landscape in 2023 presented challenges such as inflation and currency fluctuations, RDPL has demonstrated resilience and growth, particularly in the Bangladeshi market.

The economic situation in South Asia has seen some recovery in 2024, although challenges persist. Inflation remains a concern in several countries, and ongoing global geopolitical tensions continue to impact supply chains and trade. Despite these hurdles, the region's growing digital infrastructure and increasing demand for IT solutions offer significant opportunities for RDPL.

In light of the evolving market dynamics, RDPL is actively exploring expansion opportunities in the

Southeast Asian region. This strategic move is driven by several factors:

Economic Growth: Southeast Asia boasts of some of the fastest-growing economies globally, with a burgeoning middle class and increasing disposable income.

Digital Transformation: The region is experiencing rapid digitalisation across various sectors, leading to a surge in demand for IT products and services.

Government Initiatives: Several Southeast Asian governments are investing heavily in technology infrastructure and promoting innovation, creating a favorable business environment.

RDPL's expansion strategy will focus on leveraging its existing strengths, including its diverse product portfolio and established partner network. The Company aims to tailor its offerings to the specific needs of Southeast Asian markets, addressing local challenges and preferences.

RDPL is confident that its expansion into Southeast Asia will not only drive business growth but also contribute to the region's ongoing technological advancement and digital transformation.

During the year under review:

(i) ProConnect Supply Chain Solutions Limited invested H 57.99 Cr in ProConnect Holding Limited, Dubai, its wholly owned subsidiary.

(ii) ProConnect Holding Limited, Dubai acquired 3700 equity shares of AED 100 each of ProConnect Supply Chain Logistics LLC, Dubai from Redington Gulf FZE, Dubai.

(iii) Arena Connect lletisim ve Servis Limited Sirketi, had merged with Arena Connect Teknoloji Sanayi ve Ticaret Anonim Sirketi with effect from December 26,2023. Both are step-down subsidiaries of the Company.

(iv) A sale and purchase agreement ('SPA') was

executed on February 29, 2024, between

Redington Gulf FZE, a wholly owned subsidiary of the Company, ('Seller'), and Business Integrated Operating Systems FZ-LLC, Dubai, ('Purchaser') for the sale of 100% of the equity ownership of Citrus Consulting Services FZ-LLC UAE, ('Target'), a wholly owned subsidiary of the Seller and step down subsidiary of the Company, which is subject to regulatory approvals and fulfilment of conditions precedent as mentioned in the SPA. The sale is expected to be completed not later than six months from the date of the SPA

(v) The Company incorporated a stepdown subsidiary Redington Kazakhstan Technology in Kazakhstan (a wholly owned subsidiary of

Redington Turkey Teknoloji A.S.). The entity is yet to commence operations.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is provided in the notes to the consolidated financial statements. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries and Associates in Form AOC-1 is attached as Annexure F to this report.

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 the subsidiaries are available on the website of the Company at https:// redingtongroup.com/financial-reports/

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at https://redingtongroup.com/wp- content/uploads/2023/09/Policy-on-dealing-with- Material-subsidiaries-final.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

The Board of Directors of the Company has on June 4, 2024 recommended dividend for the financial year 2023-24 as aforementioned.

A definitive agreement has been executed on May 6, 2024 between a step down subsidiary of the Company Arena Bilgisayar Sanayi Ve Ticaret A.S, Turkey ("Arena"), a Company listed in Istanbul, Turkey and lyzi Payment and Electronic Money Services Inc, Turkey ("lyzico") for the sale of 100% of the equity / ownership interest held by Arena in its fintech payments business, Paynet Odeme Hizmetler A.S ("Paynet"), which is a wholly owned subsidiary of Arena. The sale is expected to be completed not later than six months from the date of the agreement.

There are no other material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

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

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adhering to Corporate Governance guidelines, as laid out in SEBI (LODR) Regulations, 2015 Corporate governance is about promoting fairness, transparency, and accountability in the management and decision-making processes of an organisation. It is the foundation for building trust with Members and stakeholders. The Corporate Governance Report of the Company for the financial year 2023-24 forms part of this Annual Report.

The Company has obtained a certificate from M/s RBJV & Associates, Practising Company Secretary on compliance with corporate governance norms under the SEBI (LODR) Regulations, 2015 and the Chief Executive Officer/Chief Financial Officer (CEO/CFO) certification as required under the SEBI (LODR) Regulations, 2015 is appended to the Corporate Governance Report.

The Corporate Governance Report of the Company contains the necessary declaration regarding compliance with the Code of Conduct of the Company for the FY 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of changes in the directorships and key managerial personnel during the financial year 2023-24 is given below:

1. Mr. B. Ramaratnam (DIN: 07525213) was re-appointed as a Non-Executive Independent Director for a second term of five years with effect from May 21, 2023 to May 20, 2028.*

2. Mr. Tu, Shu Chyuan (DIN: 02336015) was re-designated as a Non-Executive Non-Independent Director with effect from July 31,2023.*

3. Ms. Chen, Yi-Ju (DIN:08031113) was re-designated as a Non-Executive Non-Independent Director with effect from July 31, 2023.*

4. Mr. Rajiv Srivastava (DIN: 03568897) resigned as

Managing Director of the Company with effect from the end of business hours on August 11, 2023.

5. Mr. V. S. Hariharan (DIN: 05352003) resigned as

Independent Director with effect from the end of business hours on September 1, 2023.

6. Mr. V. S. Hariharan was appointed as the Group Chief Executive Officer of the Company for 3 years with effect from September 11,2023.#

7. Mr. Muthukumarasamy, resigned as Company Secretary and Compliance Officer of the Company with effect from the end of business hours on November 30, 2023.

8. Mr. K Vijayshyam Acharya was appointed as the Company Secretary and Compliance Officer of the Company with effect from December 1, 2023.

9. Prof. J. Ramachandran (DIN:00004593) was appointed as a Non-Executive Non-Independent Director of the Company with effect from February 6, 2024, and he continues to be the Chairman of the Company#.

10. Mr. Sudip Nandy (DIN: 07199187) was appointed as an Additional Director of the Company, designated as a Non-Executive Independent Director, with effect from February 6, 2024. Further with effect from March 10, 2024, he was appointed as a Non-Executive Independent Director of the Company#.

# Items 1 to 3 were approved by the members of the company at the Annual General Meeting held on July 31, 2023.

# Item 6 was approved by the members of the company through a postal ballot on December 1, 2023.

# Items 9 and 10 were approved by the members of the company through postal ballot on March 10, 2024.

The Company has received declarations from all the Independent Directors of the Company confirming that,

(a) they meet the criteria of independence prescribed under the Act and the SEBI (LODR) Regulations, 2015;

(b) t hey have registered their names in the Independent Directors' Databank, and

(c) there has been no change in the circumstances which may affect their status as Independent Director during the year.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at https:// redingtongroup.com/wp-content/uploads/2024/05/Terms- and-Conditions-of-Appointment-of-Independent-Director.pdf

Mr. Chen, Yi-Ju, (DIN: 08031113) Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers herself for re-appointment. The resolutions seeking approval of the Members for her re-appointment has been incorporated in the Notice to the AGM of the Company along with brief details about her. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment.

The Company has also disclosed the Director's familiarisation programme on its website at https://redingtongroup. com/wp-content/uploads/2024/05/Familiarisation- Programme-2023-24.pdf

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for attending meetings of the Company.

The details of the composition of the Board and its Committees and various meetings held during the financial year are given in the Corporate Governance Report which forms part of this Annual Report.

All the recommendations made by the Nomination and Remuneration Committee were approved by the Board.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company are Mr. S V Krishnan, Finance Director (Whole-time), Mr. V.S. Hariharan, Group Chief Executive Officer, Mr. Ramesh Natarajan, Chief Executive Officer, Mr. V Ravi Shankar, Chief Financial Officer and Mr. K Vijayshyam Acharya, Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a) i n the preparation of the annual financial statements for the year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) for the financial year ended March 31, 2024, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 of the Company for the financial year ended March 31,2024;

c) that proper and enough care has been taken 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 annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.008072S) Statutory Auditors of the Company hold office till the conclusion of thirty- fourth AGM of the Company.

The Auditor's report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2024, does not contain any qualification, observation or adverse comment. The Auditor's Report is enclosed with the financial statements in this Annual Report.

Cost Records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Act do not apply to the business activities carried out by the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on May 16, 2023, approved the appointment of M/s. RBJV & Associates, Practising Company Secretaries (Firm Registration number P2016TN053800), Chennai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. The Company has received consent from them to act as such.

The Secretarial Audit report for the financial year ended March 31, 2024, in Form No. MR-3 is attached as Annexure E to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI (LODR) Regulations, 2015, the Company has obtained an annual secretarial compliance report from M/s. RBJV & Associates, Practising Company Secretaries (Firm Registration number P2016TN053800), Chennai and the same has been submitted to the stock exchanges within the prescribed time limits.

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs of India.

DETAILS OF FRAUD REPORTED BY AUDITORS IN TERMS OF SECTION 143(12) OF COMPANIES ACT 2013

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Act any instances of fraud committed against the Company by its officers or employees.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company as on March 31, 2024, is available on Company's website at the Investor Section under Financial Information at https://redingtongroup.com/financial-reports/.

BOARD MEETINGS HELD DURING THE YEAR

Seven (7) meetings of the Board of Directors of your Company were held during the financial year 2023-24. The maximum

time gap between any two Board meetings was less than 120 days. Necessary quorum was present throughout all the Board meetings. A separate meeting of the Independent Directors of the Company was held on February 6, 2024.

The particulars of the meetings held and the attendance of the Directors in the meetings are detailed in the Corporate Governance Report, which forms part of the Annual Report.

COMMITTEES

As at March 31, 2024, the Company has the following functional committees i.e. Audit Committee, a Nomination and Remuneration Committee, a Stakeholders Relationship Committee, a Risk Management Committee, a Corporate Social Responsibility & Environmental, Social and Governance Committee, SAR Share Allotment Committee, and Finance Committee. Detailed notes on the composition of the Board and its Committees are provided in the Corporate Governance Report, which forms part of the Annual Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board based on the recommendation of the Nomination and Remuneration Committee, has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and Other Employees.

• The objective of the policy for the appointment of Directors is to facilitate the Nomination and Remuneration Committee to evaluate the Directors and recommend the Board for their appointment/ re-appointment and to ensure an optimum composition of executive, nonexecutive and independent Directors to maintain the independence of the Board and separate its functions of governance and management.

• The objective of the Remuneration Policy is to attract, motivate and retain qualified industry professionals for the Board and Management to achieve its strategic goals and to encourage behaviour that is focused on long-term value creation while adopting the highest standards of good corporate governance. The remuneration policy of the Company is aimed at rewarding performance, based on a continuous review of achievements and aligns with the existing industry practices.

• The Remuneration Policy provides a framework for the remuneration of Directors, Key Managerial Personnel, and other employees.

The Company's policy on appointment of Directors and remuneration and other matters provided in Section 178(3) of the Act is available at the website at https://redingtongroup. com/wp-content/uploads/2024/05/Nomination-and- Remuneration-Policy.pdf

PARTICULARS OF EMPLOYEES

The Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of the Act and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure B and forms part of this report.

The statement under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Report and Financial Statements are being sent to the Members of the Company excluding the said statement.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The evaluation of all the Directors, Committees and the Board as a whole was conducted based on the criteria and framework approved by the Nomination and Remuneration Committee. The Board evaluation process was completed for the financial year 2023-24. The evaluation parameters and the process have been explained in the Corporate Governance Report.

REDINGTON LIMITED SHARE BASED EMPLOYEE BENEFITS SCHEME

During the year, 2,13,660 equity shares of H 2/- each were allotted to employees including employees of subsidiary companies under the Redington Stock Appreciation Right Scheme, 2017.

The disclosure as required under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is enclosed in this Report as Annexure C.

A certificate from the Secretarial Auditors of the Company will be made available electronically during the Annual General Meeting stating that Redington Stock Appreciation Right Scheme, 2017 has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and as per the resolutions passed by the Members.

The Nomination and Remuneration Committee and the Board at their meeting held on February 6, 2024, had passed resolutions for the closure of the Redington Stock Appreciation Right Scheme, 2017.

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

The particulars of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2023-24 form part of the Notes to the financial statements provided in this Annual Report. The Company has neither given guarantees nor provided security under Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-24, none of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure G in Form AOC-2.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved by the Board, is available on the Company's website and can be accessed at https://redingtongroup.com/wp-content/ uploads/2023/05/REDINGTQN-RPT-Policv-v2-16-05-2023. pdf

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Redington primarily carries out Corporate Social Responsibility (CSR) activities through its trust, Foundation for CSR @ Redington, by supporting its projects in the areas of education, employability skills training for the underprivileged and specially abled, healthcare and environmental sustainability. The Corporate Social Responsibility Committee has formulated and recommended to the Board a policy on CSR indicating the activities to be undertaken by the Company which is available on the website of the Company at https://redingtongroup.com/wp-content/ uploads/2023/09/CSR-Policy-Redington-Limited-.pdf

During the year, the Company spent H 13.96 Crores on CSR activities. The initiatives undertaken by the Company on CSR activities and executive summary of the impact assessment carried out during the year are set out in Annexure D of this report. The composition of the CSR Committee is disclosed in the Corporate Governance Report which forms part of the Annual Report.

Further, the Chief Financial Officer of the Company has certified that CSR spending of the Company for the financial year 2023-24 has been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Pursuant to Regulation 34(2)(f) of the SEBI (LQDR) Regulations,

2015, the Business Responsibility & Sustainability Report forms part of this Annual Report. The CSR & ESG discharges its oversight responsibility on matters related to organisation wide ESG initiatives, priorities, and leading ESG practices. The CSR & ESG Committee meets regularly at various intervals to review progress on the ESG strategy of the Company and reports to the Board.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Company believes in the conduct of affairs of its constituents fairly and transparently by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LQDR) Regulations, 2015, and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Board of Directors had approved the Policy on Vigil Mechanism / Whistle Blower to provide a framework for the Company's employees and Directors to promote responsible and secure whistleblowing in the organisation across levels. It also protects whistle-blowers who raise concerns about serious irregularities within the Company.

The whistle Blower policy is hosted on the website of the Company at https://redingtongroup.com/wp-content/ uploads/2023/05/Whistle-Blower-Policy-1.2.pdf

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with Investor Education and Protection Fund ["I EPF"] Authority (Accounting, Audit, Transfer and Refund) Rules,

2016, the Company is required to transfer the unpaid or unclaimed dividend and shares in respect of which dividend entitlements are remaining unpaid or unclaimed for a period of seven consecutive years or more by any Member, to IEPF. Accordingly, the Company has transferred the unclaimed dividend of INR 1,20,132.60 pertaining to the financial year

2015- 16 which remained unclaimed for seven consecutive years and 1109 shares to the IEPF authority. Further, the Company has also transferred an amount of INR 1,32,980, being the interim dividend declared during financial year

2016- 17 which remained unclaimed for seven consecutive years and 180 shares to the IEPF authority.

Dividend for financial year 2022-23 on shares held by IEPF authority amounting to INR 66,376.2 was also transferred to IEPF Authority. The details of the shares due to be transferred to IEPF during the financial year 2024-25 are available on our website of the Company.

DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2024.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company.

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Your Board confirms that there is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of a one-time settlement with any Bank or Financial Institution, during the year under review.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has prepared a comprehensive document on Internal Financial Controls (IFC) in line with the requirements under the Act which included Entity Level Controls (ELC), Efficiency Controls, Risk Controls, Fraud Preventative Controls, Information Technology General Controls (ITGC) and Internal Controls on Financial Reporting (ICFR). A brief note on IFC including ICFR is enclosed in this Report as Annexure A. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including safeguarding its assets, prevention and detection of fraud, error reporting mechanisms and ensuring accuracy and completeness of financial statements. Based on the results of assessments carried out by Management, no reportable material weaknesses or significant deficiencies in the design or operation of internal financial controls were observed. The Board opines that the internal controls adopted and implemented by the Company for the preparation of financial statements are adequate and sufficient.

RISK MANAGEMENT

Pursuant to Regulation 17 and Regulation 21 read with Part D of Schedule II of SEBI (LQDR) Regulations, 2015 the Risk Management Committee evaluates the significant internal and external risks and ensures that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The Board of Directors reviewed the risk assessment and procedures adopted by the Company for risk control and management and is of the opinion that there are no risks that may threaten the existence of the Company. The terms of reference of the

Risk Management Committee and activities of the Committee during the year are elaborated in the Corporate Governance Report, which forms part of this Annual Report.

A. Conservation of Energy:

The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimising the usage of energy.

B. Technology Absorption:

Efforts made towards technology absorption: Your Company continues to use the latest technologies to improve the quality of services it offers. Digitalisation and adoption of cloud technology, virtualisation and mobility resulted in better operational efficiencies and Turnaround Time (TAT). Business Intelligence (BI) and Analytics facilitate key decisions and improve process efficiency. Your Company has seamlessly and securely adopted the hybrid working model and has been able to provide all employees with relevant technology tools and connectivity to carry out the work without any interruption.

Import of Technology:

The Company has not imported any technology during the year.

C. Expenditure on Research and Development:

As a Company involved in the distribution of technology products, your Company constantly innovates via strategic and qualitative initiatives to empower adoption of cutting-edge technologies.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and expenditures during the year are given below:

Earnings in Foreign Currency:

Expenditure in foreign currency:

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has constituted Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to consider and resolve all sexual harassment complaints. Your Company has framed a policy on the Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from women employees about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. Adequate workshops and awareness on the policy are also created by implementing learning modules for the employees.

FOREIGN EXCHANGE MANAGEMENT ACT, 1999

The Company is in compliance with the Foreign Exchange Management Act, 1999 and the Regulations made thereunder with respect to downstream investments made in its subsidiaries.

ACKNOWLEDGMENT

Your Directors take this opportunity to gratefully acknowledge the cooperation and support received from the Members including the principal Members, suppliers, vendors, customers, bankers, business partners/associates, channel partners, bankers, financial institutions, and Regulatory/ Government authorities to the Company. The Directors record their appreciation for the contributions made by employees of the Company, its subsidiaries and associates, for their hard work and commitment, towards the success of the Company. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.