RPSG Ventures Ltd

Dear Members,

The Board of Directors is pleased to present the Company's Eighth Annual Report on its business and operations along with the Audited Financial Statements for the financial year ended on March 31, 2025 (‘the year').

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the 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 March 31, 2025. A brief overview of the performance for the said year is presented below:

For detailed discussion on financial results and operational performance may please refer to the Management Discussion and Analysis section

(Annexure "A").

There are 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.

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.

Pursuant 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%20Distribution%20Policy.pdf

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").

A separate Report on Corporate Governance (Annexure ‘B') along with Additional Shareholder Information (Annexure ‘C') as prescribed under the Listing Regulations are annexed as a part of this Report along with the Auditors' Certificate

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 with 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, as required under the Listing Regulations, is annexed as ‘Annexure E' to this report.

There was no change in the equity share capital of the Company during the year. The Company's shares continued to be listed on the National Stock Exchange of India Limited and BSE Limited.

The Company has paid the requisite listing fees to the stock exchanges up to the Financial Year 2025-26.

As on March 31, 2025, the Company remained a subsidiary of Rainbow Investments Limited and had fifty (50) 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. Further, RPSG Sports Ventures Private Limited (RSVPL), a subsidiary of the Company has been declared as the successful bidder by the England and Wales Cricket Board ("ECB") for a proposed transaction involving the acquisition of a controlling equity stake in Manchester Originals Limited, which owns and operates a men's team and a women's team participating in "The Hundred" cricket league organised by the ECB every year. RSVPL is in the process of negotiating, finalising and executing legitimate documents to complete the acquisition.

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 Act and Listing Regulations, Consolidated Financial Statements (‘CFS') of the Company and its subsidiaries for the financial . year 2024-25 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_on_Material_Subsidiary_RVL.pdf

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.

In terms of the provisions of Section 152 of the Act read with the Articles of Association of the Company, Dr. Sanjiv Goenka, Director of the Company (DIN: 00074796), retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

The Notice convening the ensuing Annual General Meeting of the Company includes appropriate Resolution seeking Member's approval in respect of re-appointment of Dr. 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_Policy_RVL.pdf The details on Directors' appointments and remuneration including criteria for determining positive qualifications, 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 Directors form a part of the Report on Corporate Governance (‘Annexure B'). During the year, the performance evaluation of Independent Directors, other Board members as well as Committees of the Board were done in terms of the Act and the Listing Regulations.

During the Financial Year 2024-25, four (4) meetings of the Board of Directors were held on May 23, 2024, August 09, 2024, November 06, 2024 and February 14, 2025.

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.

Mr. Rajeev Ramesh Chand Khandelwal (DIN : 08763979) ceased to be the Whole-time Director of the Company with effect from August 09, 2024. The Board placed on record its sincere appreciation for the valuable contributions made by Mr. Khandelwal during his tenure. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company (‘the Board') at its meeting held on August 09, 2024 had appointed Mr. Sudhir Langer as an Additional Director and also as the Whole-time Director of the Company for a period of three years commencing from

August 09, 2024. The said appointment and the terms of remuneration of Mr. Langer was subsequently approved by the Members of the Company by way of Postal Ballot on October 24, 2024.

As on March 31, 2025, the Company has three Key Managerial Personnel as per Section 2(51) of the Act, viz, Mr. Sudhir Langer, Whole-time Director, Mr. Sudip Kumar Ghosh, Company Secretary and Mr. Ayan Mukherjee, Chief Financial Officer.

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.

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, 2025, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company 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.

M/s. Batliboi, Purohit & Darbari, Chartered Accountants, (Firm Registration No. 303086E) the Auditors of the Company, hold office till 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.

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 2024-25.

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.

In terms of Regulation 24A of the Listing Regulations, as amended and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to the approval of the Members in the ensuing Eighth (8th) Annual General Meeting (‘AGM'), the Board of Directors of the Company, based on recommendation of the Audit Committee, has approved the appointment of M/s. Anjan Kumar Roy & Co., Company Secretaries (Firm Unique Code S2002WB051400 and Peer Review Certificate No. 869/2020) as Secretarial Auditors of the Company for a term of upto 5 (Five) consecutive years to hold office from the conclusion of this Eighth (8th) AGM till the conclusion of Thirteenth (13th) AGM of the Company.

M/s. Anjan Kumar Roy & Co, Company Secretaries, have consented to the said appointment and confirmed that their appointment, if made, would be in compliance of Section 204(1) of the Act and Regulation 24A of Listing Regulations.

The Notice of the Eighth (8th) AGM contains an appropriate resolution proposing the appointment of Secretarial Auditors as mentioned above.

The Company has in place adequate internal financial controls (IFC) to ensure the orderly and efficient conduct of its business operations. These controls are designed to promote adherence to the Company's policies, safeguard its assets, prevent and detect fraud and errors, ensure the accuracy and completeness of accounting records, and enable the timely preparation of reliable financial disclosures. The effectiveness of these controls are reinforced through regular management reviews, structured self-assessments and independent testing carried out by the Company's Internal Auditors. The Company believes that these systems provide reasonable assurance that the Company's IFC are adequate and are operating effectively as intended.

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 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%20on%20Material%20Subsidiary.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.

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

The Company has zero tolerance towards sexual harassment at the workplace. In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has adopted a policy and constituted an Internal Complaints Committee (ICC) to redress and resolve any complaints arising under the POSH Act.. Details of complaints received/disposed of, if any, during the Financial Year 2024-25 are provided in the Report on Corporate Governance.

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 2024-25.

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

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 and material orders were passed by details thereof are referred to in Notes 8, 9, 15, 36 and 39 to the Standalone Financial Statements of the Company.

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

The information relating to conservation of energy, and research & development, technology absorption and mitigated appropriately. foreign exchange earnings and outgo, as required under Section 134 of Act read with the Companies (Accounts) Rules, 2014 is given below:

The Company places strong emphasis on energy optimization and sustainable practices. Over the past year, measures were implemented to introduce infrastructure with improved energy performance. Moreover, tracking and analysis of energy usage were undertaken to identify opportunities for greater operational efficiency.

Recognizing the critical role of innovation in business growth, the organization actively integrates emerging technologies and fosters a culture of continuous improvement. A team of skilled executives with deep technical knowledge and cross-functional expertise drives these efforts, ensuring alignment with evolving industry standards.

Research and Development remains a cornerstone of the organization's strategy. Ongoing efforts through innovation and process refinement are directed toward boosting productivity and elevating service quality in order enhance customer experience.

There has been no foreign exchange earning during the year under review (Previous Year - Nil). Foreign exchange outgo during FY 2024-25 was 0.06 Crore (Previous Year - Nil).

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

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 2024-25.

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

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%20Return%202024-25.pdf

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 G'. 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-H' forming part of this Report. However, the Report and Accounts are being sent to the Members without the aforesaid ‘Annexure-H'. 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.

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.