Directors Report of RPSG Ventures Ltd.

Mar 31, 2025

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’).

FINANCIAL PERFORMANCE

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 Company’s financial performance for the said year is presented below:

(A) STANDALONE RESULTS		('' in Crore)
Items	FY 2024-25	FY 2023-24
Revenue from operations	225.5	161 .5
Other Income	190.4	159.6
Total Income	415.9	321.1
Total Expenses	216.5	143.0
Profit before Taxes	199.4	178.1
Tax Expenses	(51.0)	(48.8)
Profit after Taxes	148.4	129.3
Other Comprehensive Income	(4.3)	12.6
Total Comprehensive Income	144.1	141.9
Retained Earnings at the year end	883.9	735.7
(B) CONSOLIDATED RESULTS
		('' in Crore)
Items	FY 2024-25	FY 2023-24
Revenue from operations	9,608.3	7,950.9
Other Income	36.7	55.6
Total Income	9,645.0	8,006.5
Total Expenses	9,342.4	7,628.5
Share in net profit / (loss) of associate and joint ventures	62.8	(1.2)
Profit before Exceptional Item and Taxes	365.4	376.8
Exceptional Item	8.8	-
Profit before Taxes	374.2	376.8
Tax Expenses	(209.8)	(179.8)
Profit after Tax	164.4	197.0
Other Comprehensive Income	39.9	62.0
Total Comprehensive Income	204.3	259.0

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.

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.

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.rpsgvRnturRsltd.com/uploads/policiRs/

Dividend%20Distnbution%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").

CORPORATE GOVERNANCE

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 thereon.

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 alongwith 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.rpsaventuresltd.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.

SHARE CAPITAL

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.

HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

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

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 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.rpsaventuresltd.com/uploads/policies/ Remuneration Policy RVL.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 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.

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, 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.

AUDITORS AND AUDITORS'' REPORT

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

INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

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.

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/ Policv%20on%20Material%20Subsidiarv.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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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.

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 2024-25.

The details of the said policy have been disclosed in the Company’s website at:

https://www.rpsaventuresltd.com/uploads/policies/ Whistle Blower Policy.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.

PUBLIC DEPOSITS

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.

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

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 below:

A. Conservation of energy:

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.

B. Technology Absorption, Adaptation and Innovation:

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.

C. Research and Development:

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.

D. Foreign Exchange Earnings and Outgo

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).

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 2024-25.

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%20Return%202024-25.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 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.

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.

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Mar 31, 2024

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)
Item	2023-24	2022-23
Revenue from operations	161.50	cn oi o
Other Income	159.56	145.58
Total Income	321.06	307.08
Total Expenses	142.96	105.24
Exceptional Items	-	(70.37)
Profit before Tax	178.10	131.47
Tax Expenses	(48.78)	(55.22)
Profit after Tax	129.32	76.25
Other Comprehensive Income	12.63	2.24
Total Comprehensive Income	141.95	78.49

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

CONSOLIDATED RESULTS

('' in Crores)
Item	2023-24	2022-23
Revenue from operations	7,950.94	7,166.23
Other Income	55.64	141 .80
Total Income	8,006.58	7,308.03
Total Expenses	7,628.51	7,220.18
Share in net profit / (loss) of associate and joint ventures	(1.23)	32.38
Profit before Tax	376.84	120.23
Tax Expenses	179.83	179.25
Profit after Tax	197.01	(59.02)
Other Comprehensive Income	62.04	129.21
Total Comprehensive Income	259.05	70.19

Total consolidated income (including other income) of the Company grew by 9.6% during the year from '' 7308.03 Crore in 2022-23 to '' 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 '' 7220.18 Crore in 2022-23 to '' 7,628.51 Crore in FY 2023-24. Profit before tax (PBT) stood at '' 376.84 Crore while profit after tax was '' 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 '' 10/- each at a price of '' 795/- (Rupees Seven Hundred and Ninety-Five only) (including a premium of '' 785/-) per equity share aggregating to '' 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 to'' 33.09 crores divided into 3,30,86,409 equity shares of face value of '' 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%20 Material%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.

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Mar 31, 2022

The Board of Directors is pleased to present the Company''s Fifth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2022 (''the year'').

FINANCIAL PERFORMANCE

The Company''s financial performance for the year ended March 31, 2022 is summarized below:

STANDALONE RESULTS		H in Crore
Item	2021-22	2020-21
Revenue from operations Other Income	161.50 135.24	114.00 115.29
Total Income	296.74	229.29
Profit before Taxation	197.81	170.11
Tax Expenses	53.14	42.81
Profit after tax	144.67	127.30
Other Comprehensive Income	14.12	(0.18)
Total Comprehensive Income	158.79	127.12
Retained Earnings at the end of previous year	369.93	242.81
Retained Earnings at the end of current year	514.46	369.93
During the year under review, total income was H 296.74 crore as against H 229.29 crore for the previous year Profit after tax (PAT) for the year stands at H 144.67 crore as against H 127.30 crore in 2020-21. Retained earnings at the end of the year under report stood at H 514.46 crore (previous year H 369.93 crore).
CONSOLIDATED RESULTS		H in Crore
Item	2021-22	2020-21
Revenue from operations Other Income	6670.08 15.35	5599.25 63.78
Total Income	6685.43	5663.03
Profit before Taxation	508.47	294.45
Profit after tax	338.56	58.38

Total consolidated income was H 6685.43 crore as against H 5663.03 crore for the previous year Profit before tax was H 508.47 crore and Profit after tax (PAT) was at H 338.56 crore during the year

DIVIDEND

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

According to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the top 1000 listed entities based on market capitalization, calculated as on March 31 of every financial year, are required to formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link at http://www.rpsgventuresltd.com/ uploads/ policies/Dividend%20Distribution%20Policv.pd .

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 approvals of the Board of the Directors and the Members of the Company, the Authorised Share Capital of the Company was re-classified into 124,00,00,000 equity shares of H 10/- each aggregating to H 1240,00,00,000/- and 1,00,00,000 preference shares of H 10/- each aggregating to H.10,00,00,000/-.

Further, during the year under review, the Company had issued and allotted 30,00,000 Compulsorily Convertible Preference Shares ("CCPS") of Face Value of H 10/- each at a premium of H 770/- each on preferential allotment basis to Integrated Coal Mining Limited (ICML), a promoter group company. Subsequently, 1,30,000 equity shares were allotted to ICML on conversion of equivalent number of CCPS on March 23, 2022.

Consequent to the above allotment, the paid-up equity share capital of the Company has been increased from H 26,51,14,090/- to H 26,64,14,090/- representing 2,66,41,409 equity shares of H 10/- each. The Company''s equity shares continue to remain listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid the requisite listing fees to both the stock exchanges up to the Financial Year 2022-23.

The Company has not issued any equity shares with differential rights as to voting, dividend or otherwise.

SUBSIDIARIES

As on March 31, 2022, the Company had thirty four subsidiaries. During the year under review, RPSG Sports Private Limited became a subsidiary of the Company. For details of the subsidiaries of the Company, Note 36 to the Standalone Financial Statements (SFS) may be referred to. 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 and its subsidiaries for the year 2021 - 22 have been duly audited by Batliboi, Purohit & Darbari, Chartered Accountants, 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: http://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 http://www.rpsgventuresltd.com/ uploads/policies/POLICY%20ON%20MATERIAL%20SUBSIDIARYpd .

COST RECORDS

Neither maintenance of cost records nor audit thereof in terms of Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr Sanjiv Goenka, Director of the Company (DIN: 00074796), retires by rotation and being eligible, offers himself for re-appointment.

Ms. Grace Elizabeth Koshie, Independent Director (DIN: 06765216) has resigned from the Board of Directors of the Company w.e.f.

September 19, 2021. Ms. Koshie was on the Board from November 14, 2018 and made significant contribution as a Director during her tenure. The Board places on record its appreciation for Ms. Koshie for her invaluable contribution. Ms. Kusum Dadoo (DIN: 06967827) was appointed by the Board as an Independent Director for a period of five years with effect from September 23, 2021. In the opinion of the Board, Ms. Dadoo possesses requisite expertise, integrity and experience, including proficiency for appointment as an Independent Director of the Company and the Board considers that, given her professional background and experience, her association would be beneficial to the Company. Subsequently, shareholders of the Company at the Extra-ordinary General Meeting held on February 9, 2022, approved her appointment as a Non-Executive Independent Director w.e.f September 23, 2021.

The Company has received 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 and

- they have registered their names in the Independent Directors'' Databank.

The Company has devised inter-alia the Remuneration Policy and the same can be accessed on the Company''s website at http://www. rpsgventuresltd.com/uploads/policies/REMUNERATION POLICY BPS.pd .

The details on Directors'' appointments and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and also remuneration of Key Managerial Personnel and other employees form a part of the Corporate Governance Report (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 June 16, 2021, August 11, 2021, November 12, 2021, January 13, 2022 and February 9, 2022. The Company has complied with the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

There has been no change in the Key Managerial Personnel of the Company, during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of the accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed alongwith 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.

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 formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures and a detailed section on 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 http://www.rpsgventuresltd.com/uploads/ policies/CSR BPS.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 its 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. Consequent to the notification issued by Securities and Exchange Board of India amending certain provisions, inter alia, in respect of Related Party Transactions in Listing Regulations, your Company has adopted the amended Policy Statement on Materiality and Dealing with Related Party Transactions and has uploaded the same on the Company''s website and can be accessed at http://www.rpsgventuresltd.com/uploads/policies/ Policy statement on materiality and dealing with Related Parties.pd .

Transactions with related parties entered into in the normal course of business 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. During the year under review, the Company adopted the revised Risk Management Policy in terms of the amendments in the Listing Regulations. Detailed discussion on risk management is covered in Management Discussion and Analysis and Report on Corporate Governance, which form part of the Annual Report. Internal Financial Controls are an integral part of the risk management process and the Board is of the opinion that it has been working effectively. In view of its importance, the Company makes efforts on an ongoing basis to strengthen its internal financial control system.

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 2021-22.

The details of the said policy have been disclosed in the Company''s website at: http://www.rpsgventuresltd.com/uploads/policies/BPS Whistle.pd .

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 8,9,36 and 39 to the Standalone Financial Statements of the Company.

FIXED DEPOSITS

The Company, during the year, 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

Batliboi, Purohit& Darbari, Chartered Accountants, (Firm Registration No. 303086E) were appointed as the statutory auditors for a term of five consecutive years, holding office from the first Annual General Meeting until the conclusion of the sixth Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have not reported any instance of fraud.

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 2021-22.

Secretarial Audit Report for the Year is annexed herewith and marked as Annexure F to this Report. Secretarial Audit Reports of Guiltfree Industries Limited and Quest Properties India Limited, two material unlisted subsidiaries of the Company, duly audited by their respective Secretarial Auditors are also attached (Annexures F1 and F2). 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 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.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

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 2021-22.

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 http://www.rpsgventuresltd.com/uploads/annual return/ Annual%20Return-%202021-22.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 of the Company.

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

COVID 19 PANDEMIC

The impact of Covid-19 on the operation of the Company and its subsidiaries along with steps taken to minimise such impact has been discussed in the Management Discussion and Analysis, forming a part of this Report.

In assessing the recoverability of its assets including receivables, the Company has considered internal and external information upto the date of approval of these financial statements including economic forecasts. The Company has performed analysis on the assumptions used and based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The impact of the global health pandemic may be different from that estimated as at the date of approval of these financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its deep sense of appreciation for the co-operation received by the Company from its customers, banks, vendors and Government authorities during the year under review. The Board also appreciates the committed services of all its employees during the year.

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

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Mar 31, 2019

The Directors have pleasure in presenting the Second Annual Report and Audited Accounts of CESC Ventures Limited for the year ended 31 March, 2019. The Company was incorporated on 7 February, 2017 and its shares got listed with stock exchanges during the financial year 2018-19.

Financial Results Rs.in Crores

Item	2018-19	2017-18 (07.02.2017 to 31.03.2018)
Revenue from operations	62.60	25.10
Other Income	61.90	2.23
Total Income	124.50	27.33
Profit before Taxation	74.18	4.38
Tax Expenses	8.41	2.08
Profit after tax	65.77	2.30
Other Comprehensive Income	(0.79)	0.15
Total Comprehensive Income	64.98	2.45

Performance Overview

During the year under review, the Company’s revenue from operations was Rs. 62.60 crore. Total income (including other income) grew from Rs. 27.33 crore in 2017-18 to Rs. 124.50 crore in 2018-19. Profit after tax (PAT) for 2018-19 stands at Rs. 65.77 crore against Rs. 2.30 crore in 2017-18. Total comprehensive income was at Rs. 64.98 crore. Retained earnings at the end of the year under report stood at Rs. 68.50 crore (Previous year Rs. 3.52 crore) after adjustments for miscellaneous items.

A detailed review of the operations for the year ended 31 March, 2019 is given in the Management Discussion & Analysis, which forms a part of this Report.

Dividend

The Board considers it prudent to conserve resources for the Company’s growth and expansion, and accordingly does not recommend payment of any dividend on its Equity shares for the year ended on 31 March, 2019.

Restructuring

A Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) amongst the Company, CESC Limited (its erstwhile holding company) (“CESC”) and some other CESC subsidiaries was approved by National Company Law Tribunal, Kolkata Bench (“NCLT”), subject to the terms and conditions mentioned therein.

In terms of the said Scheme, with effect from 1 October, 2017, IT business of CESC has been demerged to the Company. The Company now has, amongst its subsidiaries, Firstsource Solutions Limited, Quest Properties India Limited, Guiltfree Industries Limited and Bowlopedia Restaurants India Limited.

As consideration for demerger of CESC’s IT business, CESC shareholders have been allotted, without any payment, additional equity shares of the Company in the ratio of 2 fully paid-up equity shares of Rs. 10 each against every 10 CESC shares held on 31 October, 2018, the Record Date. 2,65,11,409 equity shares of Rs. 10 each allotted by the Company have subsequently been listed with National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

The Board believes that the above restructuring will unlock value for the investors, give a focussed management attention to the businesses involving the Company and its subsidiaries to persue respective growth plan and allow the Company to take advantage of the market value for FMCG, Real Estate and IT businesses.

Share Capital

As stated earlier, the Company issued and allotted 2,65,11,409 fully paid equity shares of the face value of Rs. 10/- each on 14 November, 2018 to the shareholders of CESC Limited in the ratio of 2 equity shares of the Company for every 10 equity shares held by them in CESC Limited on 31 October, 2018 in terms of the aforesaid Scheme. The said shares have been listed with BSE, NSE and CSE.

Subsidiaries

As on 31 March, 2019, the Company had twenty three subsidiaries. Broad details of operations of the said subsidiaries are given in the Management Discussion & Analysis section, which forms a part of this report.

In accordance with the Companies Act, 2013 (‘the Act’), consolidated financial statements of the Company and of all its subsidiaries for the year 2018-19 have been prepared and duly audited by M/s. Batliboi, Purohit & Darbari, Auditors, in compliance with the applicable accounting standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Regulations’). The said consolidated financial statements form a part of the annual report and accounts and shall be laid before the Annual General Meeting of the Company while laying its financial statements as required under the Act. A separate statement containing the salient features of the financial statements of its subsidiaries is attached. The Company has a policy on material subsidiaries pursuant to Regulation 16(1)(c) of the SEBI Regulations. The same is available on website of the Company www.cescventures.com

Cost Records

Neither maintenance of cost records nor audit of cost records as required under Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

Directors and Key Managerial Personnel

Mr. Sanjiv Goenka, Mr. Shashwat Goenka, Mr. Kalaikuruchi Jairaj, Ms. Grace Elizabeth Koshie, Mr. Arjun Kumar and Mr. Suhail Sameer were appointed by the Board as Additional Directors from 14 November, 2018 and shall hold office as such upto the date of the forthcoming Annual General Meeting. The Company has received requisite notices from members proposing the candidatures of Mr. Sanjiv Goenka, Mr. Shashwat Goenka, Mr. Kalaikuruchi Jairaj, Ms. Grace Elizabeth Koshie, Mr. Arjun Kumar and Mr. Suhail Sameer to the office of Directors under the applicable provisions of the Act.

Mr. Kalaikuruchi Jairaj, Ms. Grace Elizabeth Koshie and Mr. Arjun Kumar have been appointed as Independent Directors for a period of 5 years each from 14 November, 2018.

Mr. Suhail Sameer was appointed as the Whole-time Director of the Company for a period of 3 years from 14 November, 2018, subject to necessary approvals.

Notice for the forthcoming Annual General Meeting of the Company includes appropriate Resolutions seeking shareholders’ approval in respect of all the above matters.

The requisite disclosures regarding the above appointments have been made in the Corporate Governance section which forms a part of this Report.

Mr. Rajendra Jha and Mr. Utpal Bhattacharyya, first Directors of the Company resigned with effect from 14 November, 2018. Mr. Subhasis Mitra, another Director, resigned with effect from 27 November, 2018.

The Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under the Act and SEBI Regulations.

The details on all matters related to the Directors’ appointments and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees form part of Corporate Governance Report included in this Annual Report. During the year, performance evalution of Independent Directors and other board members as well as the committees of the board were done in terms of the Act and SEBI Regulations.

Seven meetings of the Board of Directors were held during the year on 19 May, 2018, 10 September, 2018, 12 October, 2018, 25 October, 2018, 5 November, 2018, 14 November, 2018 and 11 February, 2019. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Listing

The equity shares of the Company got listed at the BSE, NSE and CSE. The trading of the shares commenced from 25 January, 2019. The Company has paid the requisite listing fee to the said Stock Exchanges up to the financial year 2019-20.

Directors’ Responsibility Statement

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

i) in the preparation of the accounts for the financial year ended 31 March, 2019, the applicable accounting standards have been followed along with proper explanation relating to 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

A report on Management Discussion and Analysis is attached herewith (Annexure ‘A’). A separate Report on Corporate Governance (Annexure ‘B’) along with Additional Shareholder Information (Annexure ‘C’) as prescribed under the SEBI Regulations, are annexed as a part of this Report along with the Auditor’s Certificate thereon.

Corporate Social Responsibility

In accordance with Section 135 of the Act and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures are annexed (Annexure ‘D’) as a part of this Report.

Whistle Blower Policy

Pursuant to Section 177 of the Act, the rules made thereunder and the SEBI 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. The details of the said policy have been disclosed in the Company’s website https://www.cescventures.com/uploads/policies/BPS_Whistle.pdf

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There was no materially significant related party transaction that had a potential conflict with the interests of the Company. Transactions with related parties entered into in the normal course of business are periodically placed before the Audit Committee of the Board for its approval.

Risks and Concerns

The Company has in place a Risk Management Policy which can be accessed at https://www.cescventures.com/uploads/policies/ RISK_MANAGEMENT_POLICY_BPS.pdf. Details of various risks faced by the compnay are provided in the Management Discussion and Analysis (Annexure ‘A’).

Particulars of Loans, Guarantees or Investments

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in Notes 4 and 29 to the standalone financial statements of the Company.

Fixed Deposits

The Company, during the year, has not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Auditors

At the First Annual General Meeting of the Company, the members had appointed Messrs. Batliboi, Purohit & Darbari, Chartered Accountants, (Firm Registration No. 303086E) as statutory auditors for a term of five consecutive years, holding office until the conclusion of the Sixth Annual General Meeting.

The Auditors’ Report annexed to the financial statements for the year under review does not contain any qualification.

The Auditors have not reported any instance of fraud referred to in Section 134(3)(ca) of the Act.

Secretarial Audit

Secretarial audit of secretarial and related records of the Company was conducted during the year by M/s. S.M. Gupta & Co., Company Secretaries and a copy of the secretarial audit report is annexed which forms a part of this report (Annexure ‘E’).

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

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, forming a part of this Report (Annexure ‘F’).

Annual Return

An extract of the Annual Return as required is annexed and forms a part of this report (Annexure ‘G’). The annual return of the Company as required under the Act will be available on the website of the Company at www.cescventures.com/annual_return.php

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 forming part of this Report. However, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

The Company has in place a Remuneration Policy for Directors, Key Managerial Personnel and other employees duly recommended by the Nomination & Remuneration Committee and approved by the Board. Other details relating to remuneration paid during the year to directors and key managerial personnel are furnished in the Report on Corporate Governance which forms a part of this report.

Employees Relations

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, Government authorities and employees.

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

On behalf of the Board of Directors

Sanjiv Goenka

Chairman

Kolkata, 17 May, 2019 DIN:00074796