RPSG Ventures Ltd

Dear Members,

The Board of Directors of the Company presents the Seventh Annual Report on the Company's business and operations along with the Audited Financial Statements for the financial year ended on March 31,2024 ('the year').

FINANCIAL PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 ('the Act') and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Company has prepared its standalone and consolidated financial statements for the financial year ended on March 31, 2024. A brief summary of the Company's financial performance for the said financial year is given below:

STANDALONE RESULTS

(Rs in Crores)

During the year under review, total income (including other income) increased by 4.5% from Rs 307.08 Crore in 2022-23 to Rs 321.06 Crore in 2023-24. Total expenses increased from Rs 105.24 Crore in 2022-23 to Rs 142.96 Crore in 2023-24. Accordingly, profit before tax (PBT) grew at 35.5% to Rs 178.10 Crore in 2023-24, while profit after tax (PAT) for the year grew at 69.6% stood at Rs 129.32 Crore in 2023-24. Retained earnings at the end of the year under report stood at Rs 735.73 Crore (previous year Rs 606.31 Crore).

CONSOLIDATED RESULTS

(Rs in Crores)

Total consolidated income (including other income) of the Company grew by 9.6% during the year from Rs 7308.03 Crore in 2022-23 to Rs 8,006.58 Crore in 2023-24. Total expenses, which includes operating and other expenses, employee costs, depreciation and finance costs, grew at about 5.7% from Rs 7220.18 Crore in 2022-23 to Rs 7,628.51 Crore in FY 2023-24. Profit before tax (PBT) stood at Rs 376.84 Crore while profit after tax was Rs 197.01 Crore in FY 2023-24. There is no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of the report.

The financial results and results of operations including major developments have been further discussed in detail in the Management Discussion and Analysis section.

DIVIDEND

In order to conserve the resources for the Company's future growth and expansion, the Board does not recommend payment of any dividend on its Equity shares for the year under review.

According to Regulation 43A of the Listing Regulations, the Company formulated a dividend distribution policy which can be accessed using the following link at https:// www.rpsgventuresltd.com/uploads/policies/Dividend%20 Distribution%20Policy.pdf

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review, as stipulated under Listing Regulations, is presented in a separate section and forms part of the Annual Report ("Annexure A").

SHARE CAPITAL

Pursuant to the requisite approvals of the Board of Directors and the Members, the Company had issued and allotted

35.75.000 equity shares, having face value of Rs 10/- each at a price of Rs 795/- (Rupees Seven Hundred and Ninety- Five only) (including a premium of Rs 785/-) per equity share aggregating to Rs 284,21,25,000/- on preferential and private placement basis for cash consideration during the year. Out of the aforesaid, 11,70,000 equity shares were allotted to Rainbow Investments Limited, a Promoter company and

24.05.000 equity shares were allotted to Integrated Coal Mining Limited, a company in the Promoter Group. Consequent to such allotment, the paid-up equity share capital oftheCompany as on March 31,2024stood increased toRs 33.09 crores divided into 3,30,86,409 equity shares of face value of Rs 10/- each. The Company's equity shares continue to remain listed with BSE Limited and National Stock Exchange of India Limited.

CARE Ratings Limited, the monitoring agency appointed to monitor the utilisation of proceeds of fund raising by the Company through aforesaid issue of equity shares, has since reported that, partial utilisation of fund upto the quarter ended on March 31, 2024 has been in conformity with the terms and conditions contained in the postal ballot notice dated January 17, 2024 and the balance sum has been kept for subsequent utilisation, as per the said terms and conditions. Accordingly, there has been no deviation or variation in utilisation of the issue proceeds of the Company.

The Company has paid the requisite listing fees to both the stock exchanges up to the Financial Year 2024-25. During the year under review your Company has not issued any equity share with differential rights as to voting, dividend or otherwise.

SUBSIDIARIES

As on March 31, 2024, the Company had thirty-nine subsidiaries. For details of the subsidiaries, associates, and joint ventures of the Company, Note 36 to the Standalone Financial Statements ('SFS') may be referred to. Since the close of the year, 'Serene Vibes Private Limited' became a wholly-owned subsidiary of the Company.

The details of operations of the Company's subsidiaries are given in the Management Discussion & Analysis, which forms a part of this report.

In accordance with the provisions of the Companies Act, 2013 ('the Act'), Consolidated Financial Statements ('CFS') of the Company for the financial year 2023-24 have been duly audited by M/s. Batliboi, Purohit & Darbari, Chartered

Accountants, the Statutory Auditors of the Company, in compliance with the applicable Indian Accounting Standards and the Listing Regulations. The said CFS, forming a part of the Annual Report, shall be laid before the ensuing Annual General Meeting of the Company along with SFS, as required under the Act.

The financial statements of the subsidiaries, as required under Section 129 of the Act, are available on Company's website and can be accessed at: https://www.rpsgventuresltd.com/ subsidiaries annual report.php

A separate statement containing the salient features of the financial statements of the subsidiaries, as per Section 129(3) of the Act, is attached to the CFS.

The Company has a policy on material subsidiaries pursuant to Regulation 16(1) (c) of the Listing Regulations and the Policy is uploaded on the Company's website at https://www. rpsgventuresltd.com/uploads/policies/Policy%20on%20Material%70Subsidiary.pdf

COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Shashwat Goenka, Director of the Company (DIN: 03486121), retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Notice for the forthcoming Annual General Meeting of the Company includes appropriate Resolution seeking shareholders' approval in respect of re-appointment of Mr. Shashwat Goenka.

The requisite disclosures regarding the above re-appointment have been made in the Report on Corporate Governance which forms a part of this Report.

The Company has received necessary disclosure/ declarations from all the Independent Directors of the Company confirming that they meet the criteria for independence prescribed under the Act and the Listing Regulations.

The Company has in place a Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company and the same can be accessed on the Company's website at https://www.rpsgventuresltd.com/ uploads/policies/Remuneration%20Policy.pdf

The details on Directors' appointments and remuneration including criteria for determining qualifications, positive attributes, independence of Directors, key skills, expertise and core competencies of the Board, maintenance of Board diversity, process of performance evaluation of Board and committees etc. and also remuneration of Key Managerial Personnel and other employees form a part of the Report on Corporate Governance (‘Annexure B'). During the year, performance evaluation of Independent Directors and other Board members as well as Committees of the Board were done in terms of the Act and the Listing Regulations.

Five meetings of the Board of Directors were held during the year on May 19, 2023, August 10, 2023, November 10, 2023, January 17, 2024, and February 9, 2024.

The Company has complied with the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Government of India, on Board Meetings and General Meetings.

As on March 31,2024, the Company has three Key Managerial Personnel as per Section 2(51) of the Act, viz, Mr. Rajeev Ramesh Chand Khandelwal, Whole-time Director, Mr. Sudip Kumar Ghosh, Company Secretary and Mr. Ayan Mukherjee, Chief Financial Officer. There has been no change in the Key Managerial Personnel of the Company, during the year under review.

COMMITTEES OF THE BOARD

The various committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following are the statutory committees constituted by the Board, according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors hereby state and confirm that:

I. in the preparation of the accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any;

II. the Directors have 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 of the Company for that period;

III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; IV the Directors have prepared the annual accounts on a going concern basis;

V. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adheres to the Corporate Governance requirements prescribed by the Securities and Exchange Board of India. Report on Corporate Governance (‘Annexure B') and Additional Shareholder Information (‘Annexure C') as prescribed under the Listing Regulations, are annexed as a part of this Report along with the Secretarial Auditors' Certificate thereon, confirming the adherence to the conditions of Corporate Governance by the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal financial controls (IFC) for ensuring orderly and efficient conduct of the business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. Effectiveness of IFC is ensured through Management reviews, controlled self-assessment and independent testing by the Internal Auditor of the Company.

The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and are operating effectively as intended.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has in place a Corporate Social Responsibility Policy, a brief outline of which along the activities in this behalf during the year under review is disclosed as ‘Annexure D' to this Report. The CSR Policy is put up on the Company's website and may be accessed at:

https://www.rpsgventuresltd.com/uploads/policies/CSR%20Policy.pdf

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report, as required under the Listing Regulations, is annexed as Annexure ‘E' to this report.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the year with related parties were in the ordinary course of business and at arm's length basis. There was no materially significant related party transaction that had any potential conflict with the interests of the Company. The Policy Statement on Materiality and Dealing with Related Party Transactions can be accessed at: https://www.rpsgventuresltd.com/uploads/policies/ Policy%70on%70Material%70Si.ibsidiary.pdf

Transactions with related parties are periodically placed before the Audit Committee of the Board for its review and approval. Note 36 to the Standalone Financial Statements may be referred to for requisite disclosure in respect of related parties and for transactions entered into with them during the year.

RISK MANAGEMENT

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Detailed discussion on risk management is covered in Management Discussion and Analysis and Report on Corporate Governance, which form part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act, the rules made thereunder and the Listing Regulations, the Company has a Whistle Blower Policy/ Vigil Mechanism in place for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/ or misconduct for directors, employees and stakeholders. No such instances were reported during the Financial Year 2023-24.

The details of the said policy have been disclosed in the Company's website at: https://www.rpsgventuresltd.com/ uploads/policies/Whistle%20Blower%20Policy.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loan(s) given, investment(s) made and guarantee(s) or security(ies) provided, as the case may be, were in compliance with the provisions of the Act and relevant details thereof are referred to in Notes 8, 9, 15, 36 and 39 to the Standalone Financial Statements of the Company.

FIXED DEPOSITS

During the year under review the Company had not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

AUDITORS AND AUDITORS' REPORT

M/s. Batliboi, Purohit & Darbari, Chartered Accountants, (Firm Registration No. 303086E) the Auditors of the Company, were re-appointed as Statutory Auditors of the Company for second term of five consecutive years, at the Sixth Annual General Meeting (AGM) of the Company.

The Auditors' Report annexed to the financial statements for the year under review does not contain any qualifications, reservations or adverse remarks. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. During the year under review, the Auditors have not reported any instance of fraud as referred to in Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS

The Board had appointed M/s S.M. Gupta & Co., Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2023-24. Secretarial Audit Report for the Year is annexed herewith and marked as ‘Annexure F' to this Report. Secretarial Audit Report of Quest Properties India Limited, the only material unlisted subsidiary of the Company in terms of Regulation 16(1) (c) of the Listing Regulations, duly audited by their Secretarial Auditors, is also attached as ‘Annexures F1'. None of the above Secretarial Audit Reports contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is engaged in the services sector and provides IT and IT related services and accordingly, it doesn't have scope to conserve a substantial amount of energy.

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 134 of Act read with the Companies (Accounts) Rules, 2014 is given in ‘Annexure G', to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company's operations in future.

THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no proceeding, initiated by any Financial Creditor or Operational Creditor or by the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the Financial Year 2023-24.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

ANNUAL RETURN

The Annual Return of the Company as required under the Act is available on the website of the Company at: https:// www.rpsgventuresltd.com/uploads/annual return/Annual Return 2023-24.pdf

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as ‘Annexure H'. Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rules are provided in the Annexure-I' forming part of this Report. However, the Report and Accounts are being sent to the Members without the aforesaid 'Annexure-I'. Any Member interested in obtaining the same may write to the Company Secretary at the Registered Office address of the Company.

Other details relating to remuneration paid during the year to Directors are furnished in the Report on Corporate Governance which forms a part of this report. Employee relations in the Company, during the year, continued to be cordial.

ACKNOWLEDGEMENT

The Board wishes to place on record its sincere appreciation for the continued assistance and support extended to your Company by its customers, banks, vendors and both State and Central Government authorities. The Board also appreciates and value the committed services by all the employees of the Company.

Your Directors are also grateful for your continued encouragement and support.