The Board of Directors is pleased to present the Company’s Ninth Annual Report on its business and operation along with the
Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31,2026 ('the year’).

FINANCIAL PERFORMANCE

In terms of 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 both its standalone and
consolidated financial statements for the financial year ended on March 31, 2026. A brief summary of the Company’s financial
performance for the said financial year is presented below:

(A) STANDALONE RESULTS

(B) CONSOLIDATED RESULTS

For detailed discussion on financial results and
operational performance please refer to the
Management Discussion and Analysis section
(‘Annexure A').

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.

DIVIDEND

In order to conserve the resources and strengthen the
Company’s financial position for future growth and
expansion, the Board has decided not to recommend
any dividend on its Equity shares for the year
under review.

Pursuant to Regulation 43A of the Listing Regulations,
the Company has formulated a Dividend Distribution
Policy which outlines the guiding principles for
declaration of dividend and the same is available
on Company’s website and can be accessed at
https://www.rpsgventuresltd.com/uploads/policies/
Dividend%20Distribution%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 forms integral part of this Report
alongwith Secretarial Auditors' Certificate confirming
compliance with the conditions of Corporate
Governance prescribed in the Listing Regulations.

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 in the 'Annual Report on
CSR Activities’ (‘Annexure D'). 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

In accordance with the requirements of Listing
Regulations, the Company has prepared Business
Responsibility and Sustainability Report ('BRSR’)
for the Financial Year under review. BRSR forms an
integral part of this report and is annexed hereto as
(‘Annexure E').

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 2026-27.

HOLDING, SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

As on March 31, 2026, the Company continued to be
a subsidiary of Rainbow Investments Limited and has
fifty five (55) 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. During
the year under review Manchester Originals Limited,
Jaye Inc. d/b/a TeleMedik, Firstsource Solutions Canada
Inc., Pastdue Credit Solutions Limited, Firstsource
Middle East Services LLC became subsidiaries of the
Company and FSP Design Private Limited and FSP
International Inc. became associates of the Company.
Subsequent to the closure of the financial year, the
Company has incorporated a wholly owned subsidiary
named RPSG Brands Mena Private Limited on April 21,
2026. Further, Bowlopedia Restaurants India Limited,
a subsidiary of the Company, initiated voluntary
liquidation during the year under review and obtained
the dissolution order from the National Company Law
Tribunal on May 13, 2026.

Details of the 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’), the Consolidated Financial Statements
('CFS’) of the Company and its subsidiaries for the
financial year 2025-26 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 Sections 129, 136 and other
applicable provisions 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 adopted 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
RVI.pdf.

COST RECORDS

In accordance with Section 148(1) of the Act,
maintenance of cost records and requirement of cost
audit are not applicable to the business activities
carried out by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Re-appointment of Directors

In accordance with the provisions of Section 152 of
the Companies Act, 2013 ("the Act") and the Articles
of Association of the Company, Mr. Shashwat Goenka
(DIN: 03486121), Director, retires by rotation at the
forthcoming Annual General Meeting (AGM) and, being
eligible, offers himself for re-appointment.

Further, based on the recommendation of the
Nomination and Remuneration Committee (NRC), the
Board of Directors at its meeting held on May 21,2026,
approved the re-appointment of Ms. Kusum Dadoo
(DIN: 06967827) as a Non-Executive Independent
Director for a further term of 5 years, effective September
23, 2026. The Board also approved the continuation of
her directorship beyond the age of 75 years up to the
completion of her proposed term, in compliance with
Regulation 17(1A) of the Listing Regulations.
Appropriate resolutions seeking Members’ approval
for the re-appointment of Mr. Goenka and Ms. Dadoo
are included in the Notice convening the ensuing AGM.
Requisite disclosures regarding these re-appointments
form part of the Report on Corporate Governance
(‘Annexure B').

Declarations from Independent Directors

The Company has received necessary disclosures and
declarations from all Independent Directors confirming
that they meet the criteria for independence as
mandated under the Act and the Listing Regulations.

Changes in Board and Key Managerial Personnel (KMP)

As of March 31, 2026, the Company had three KMPs
pursuant to Section 2(51) of the Act: Mr. Sudhir
Langer (Whole-time Director), Mr. Sudip Kumar Ghosh
(Company Secretary), and Mr. Ayan Mukherjee (Chief
Financial Officer).

Key transitions at the end of the financial year were
as follows:

• Mr. Sudhir Langer (DIN: 08832163) stepped
down as Whole-time Director at the close of
business hours on March 31,2026, citing personal
reasons. The Board places on record its sincere
appreciation for his valuable contributions during
his tenure.

• Based on the NRC’s recommendation, the Board
at its meeting held on March 30, 2026 appointed
Mr. Sudip Kumar Ghosh (DIN: 09070464) as an
Additional Director and the Whole-time Director
effective April 1, 2026. Members’ approval for
Mr. Ghosh’s appointment is being sought via
Postal Ballot through e-voting. Consequently, Mr.
Ghosh resigned as Company Secretary effective
March 31, 2026, but continues to serve as the
Compliance Officer of the Company.

• Mr. Sayak Chatterjee (ICSI Membership No. ACS
29589) was appointed as the Company Secretary
and KMP of the Company effective April 1,2026.

Board Meetings

During the Financial Year 2025-26, the Board of Directors
met six (6) times on May 15, 2025, August 1, 2025,
November 10, 2025, November 18, 2025, February 6,
2026 and March 30, 2026.

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

Policies, Disclosures, and Performance Evaluation

The Company has in place a comprehensive
Remuneration Policy for Directors, KMPs, and other
employees. This policy can be accessed on the
Company’s website at: https://www.rpsgventuresltd.
com/uploads/policies/Remuneration Policy RVL.pdf.

During the year, the formal annual evaluation of
the Board, its Committees, and individual Directors
(including Independent Directors) was conducted
in accordance with the Act and Listing Regulations.
Detailed disclosures on Directors’ appointments,
remuneration, core competencies, board diversity,
and evaluation processes are provided in Report on
Corporate Governance (‘Annexure B') forming part of
this Report.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various
committees to focus on certain specific areas of
governance and to facilitate informed decisions
in line with the authority delegated to them. Each
Committee functions with its defined scope and plays
a vital role in ensuring compliance, transparency and
effective oversight.

The following are the statutory committees constituted
by the Board, in accordance with the applicable
provisions of the Act and Listing Regulations:

• 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:

a. in the preparation of the accounts for the financial
year ended March 31, 2026, the applicable
accounting standards have been followed along
with proper explanation relating to the material
departures, if any;

b. 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;

c. 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;

d. the Directors have prepared the annual accounts
on a going concern basis;

e. 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

f. 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, 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

Pursuant to Regulation 24A of the Listing Regulations,
as amended, and the provisions of Section 204 of the
Act read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors of the Company, based on
the recommendation of the Audit Committee and with
the approval of the Members at the Eighth (8th) Annual
General Meeting (AGM), had appointed M/s. Anjan
Kumar Roy & Co., Company Secretaries (Firm Unique
Code - S2002WB051400; Peer Review Certificate
No. 869/2020) as the Secretarial Auditors of the
Company for a term of up to five (5) consecutive years.
Accordingly, the secretarial audit for the financial year
2025-26 was conducted by M/s. Anjan Kumar Roy &
Co., Company Secretaries.

Secretarial Audit Report for the financial year 2025¬
26 is annexed herewith and marked as (‘Annexure
F') to this Report. Secretarial Audit Reports of Quest
Properties India Limited, RPSG Sports Private Limited
and RPSG Sports Ventures Private Limited, material
unlisted subsidiaries of the Company in terms of
Regulation 16(1)(c) of the Listing Regulations, duly
audited by their Secretarial Auditors, are also attached
as (‘Annexures F1, F2 and F3'). None of the above
Secretarial Audit Reports contain any qualification,
reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS (IFCs) AND THEIR
ADEQUACY

The Company has in place adequate internal financial
controls 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. The IFCs
are adequate and operating effectively. Effectiveness

of IFCs is ensured through Management reviews,
controlled self-assessment and independent testing by
the Internal Auditor of the Company.

The Audit Committee periodically reviews the report
of Internal Auditor to ensure that the Company’s
Internal Financial Control framework remains robust,
responsive and aligned with statutory requirements
and thereby affirming Company’s strong compliance
framework and governance standards.

The Company believes that these systems provide
reasonable assurance that the Company’s internal
financial controls 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 in compliance with the provisions of
Section 188 of the Act and Regulation 23 of the Listing
Regulations. There was no materially significant
related party transaction that had any potential conflict
with the interests of the Company. The Company has
also adhered to the applicable Industry Standards on
Related Party Transactions as prescribed by SEBI,
pertaining to Minimum information to be provided
to the Audit Committee for approval of Related
Party Transactions. Further, there were no material
transactions with related parties entered into during
the year under review, requiring Shareholders approval.
The Policy Statement on Materiality and Dealing with
Related Party Transactions can be accessed at:
https://www.rpsgventuresltd.com/uploads/policies/
Related%70Party%?0Policy.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 timely
identification, assessment and effective mitigation
of risks across its operations. The framework
ensures that risks are systematically monitored and
addressed in alignment with the Company’s strategic
objectives, regulatory requirements and stakeholders’
expectations. 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

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ("POSH Act") and
Rules framed thereunder, the Company has adopted
a comprehensive policy on Prevention of Sexual
Harassment at Workplace and constituted an Internal
Complaints Committee (ICC) to redress and resolve any
complaints arising under the POSH Act. The Company
is committed to fostering a safe and secure work
environment for all employees and has undertaken
awareness and sensitisation initiatives to reinforce its
zero tolerance approach towards sexual harassment.
Details of complaints received/disposed of, if any, during
the Financial Year 2025-26 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 2025-26.

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

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 remains committed to efficient
use of energy across its operations. Energy
conservation considerations are integrated into
operational and infrastructure-related decisions
to support operational efficiency and responsible
resource utilisation.

B. Technology Absorption, Adaptation and
Innovation:

The Company continuously evaluates and adopts
appropriate technologies to enhance operational
effectiveness, improve process reliability and
support business objectives. This forms an
integral part of the Company’s operations and are
supported by experienced professionals with the
requisite technical and functional expertise.

C. Research and Development:

Research and development activities are
embedded within the Company’s approach
to continuous improvement and business
excellence. Ongoing efforts in innovation, process
enhancement and knowledge development are
based on research carried out into innovative
practices that can lead to improving productivity,
strengthening service quality and enhancing
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 2025-26 was
' 0.05 Crore (Previous Year - ' 0.06 Crore).

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.
Further, there was no instance of one-time settlement
with any Bank or Financial Institution.

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 2025-26.

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%202025-26.pdf

THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY
BENEFIT

The Company is in compliance with the applicable
provisions relating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961/the Code on
Social Security, 2020.

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

Our continued progress is a direct reflection of the
collective effort and trust of our stakeholders. The Board
extends its heartfelt appreciation to the Company’s
customers, supply chain partners, lenders/bankers,
and government authorities for their seamless support
and partnership throughout the year.

We also recognize and deeply value the unwavering
dedication of our employees, whose exceptional
contributions continue to propel the Company forward.
Most importantly, your Board remain profoundly grateful
to our shareholders for your enduring confidence and
steadfast encouragement.

For and on behalf of the Board of DirectorsDr. Sanjiv Goenka

Place: Kolkata Chairman

Date: May 21,2026 DIN: 00074796