Dear Members,

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 statementsforthefinancialyear ended on March 31, 2026. A brief summary of the Company's financial performance for the said financial year is presented below:

(A) ST ANDALONE RESULTS

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

(‘Annexure A').

The re is no material changes and ncial position of the Company, which fina affectingthe 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

M ANAGEMENT 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 (‘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 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 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').

SH ARE CAPITAL

The re was no change in the equity share capital 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.

F or 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.

Det ails 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. of 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_ RVL.pdf.

COST RECORDS

In accordance with Section 148(1) of the 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 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.

F urther, based on the recommendation of

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.

Appr opriate resolutions seeking Members' 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').

Dec larations from Independent Directors

The Company has received necessary disclosures 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 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).

K ey transitions at the end of the financial year 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 Act, 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 of 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.

Boa rd 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 and (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

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

DIREC TORS' 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 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.

A UDITORS 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. forAccordingly, the secretarial audit for the financial year 2025 26 was conducted by M/s. Anjan Kumar Roy & Co., Company Secretaries.

Sec retarial 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.

IN TERNAL FINANCIAL CONTROLS s) AND THEIR(IFC 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.

REL ATED 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%20Party%20Policy.pdf T ransactions 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.

RIS K 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.

PRE VENTION 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.

VIG IL 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

L OANS, GUARANTEES OR INVESTMENTS

Loa n(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. T echnology Absorption, Adaptation 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 Rs 0.05 Crore (Previous Year - Rs 0.06 Crore).

SIGNIFICANT AND MATERIAL ORDERS passed by the No significant 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)

The re was no proceeding, initiated by any 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.

CH ANGE IN THE NATURE OF BUSINESS

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

ANN UAL 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 and provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/the Code on Social Security, 2020.

P ARTICULARS 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. Oth er 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. W e 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.