Raconteur Global Resources Ltd Directors Report

To,

The Members,

Raconteur Global Resources Limited

Your directors have pleasure in presenting the 8th Board of Directors Report of your Company together with the Consolidated and Standalone Audited Financial Statements along with Auditors Report for the Financial Year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

(a) Financial Highlights and Operational Overview

The performance of your Company for the Financial Year ended on 31st March, 2026 is summarized below:

(Amount in Lakhs)

Particulars	Standalone Current Year	Standalone Previous Year	Consolidated Current Year	Consolidated Previous Year
Total Income	783.73	350.74	795.83	350.74
Total Expenses	1,457.39	34.32	2,928.68	34.32
Profit/(Loss) Before Exceptional Item	(673.66)	16.42	(2,132.85)	16.42
Exceptional Item	0	0	0	0
Profit Before Tax	(673.66)	16.42	(2,132.85)	16.42
Tax Expenses
Current Tax	0	0	0	0
Deferred Tax	1.10	0	1.11	0
Profit/(Loss) after Tax	(674.76)	16.42	(2,133.96)	16.42
Earnings per share — Basic	-8.44	0.31	-23.75	0.31
Earnings per share — Diluted	-8.44	0.31	-23.75	-0.31

(i) Highlights of the Companys Performance (Standalone) for the year ended 31st March, 2026 are as under:

During the year, your Company recorded Total Standalone Turnover Revenue of Rs. 783.73 Lakhs (previous year Rs. 50.74 Lakhs). The Company has recorded a Net Loss of Rs. 673.66 Lakhs during the Financial Year ended 31st March, 2026 as compared to Net Profit of Rs. 16.42 Lakhs in the previous year.

(ii) Highlights of the Companys Performance (Consolidated) for the year ended 31st March, 2026 are as under:

During the year, your Company recorded Total Consolidated Turnover Revenue of Rs. 795.83 Lakhs (previous year Rs. 50.74 Lakhs). The Company has recorded a Net Loss of Rs. 2,132.85 Lakhs during the Financial Year ended 31st March, 2026 as compared to Net Profit of Rs. 16.42 Lakhs in the previous year.

(b) Capital Structure

The Authorized Share Capital as at 31st March, 2026 stood at Rs. 48,00,00,000/- (Rupees Forty Eight Crores only) divided into 48000000 (Four Crore Eighty Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each and the paid-up Equity Share Capital as at 31st March, 2026 stood at Rs. 10,77,78,440/- (Rupees Ten Crores Seventy Seven Lakhs Seventy Eight Thousand Four Hundred Forty Only) divided into 10777844 (One Crore Seven Lakh Seventy Seven Thousand Eight Hundred Forty Four) equity shares of Rs. 10/- (Rupees Ten Only) each.

Changes during the financial year in Capital Structure

Authorized Share Capital:

The company at its Annual General Meeting held on 25th July,2025 has increased the Authorized Share Capital from Rs. 7,00,00,000/- (Rupees Seven Crores Only) divided into 7000000 (Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 48,00,00,000/- (Rupees Forty Eight Crores Only) divided into 48000000 (Four Crore Eighty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Paid Up Share Capital:

During the year under review, the company has made allotment of 5564283 (Fifty Five Lakhs Sixty Four Thousand Two Hundred Eighty Three) Equity Shares on 18th March, 2026 via Preferential Allotment which was duly approved by the members of the Company in their Extra Ordinary General Meeting held on 9th January, 2026.

Therefore, the companys paid up share capital as on 31st March, 2026 stands at Rs. 10,77,78,440/- (Rupees Ten Crores Seventy Seven Lakhs Seventy Eight Thousand Four Hundred Forty Only).

Further, after the closure of financial year, the Board of Directors at their Meeting held on 02nd July, 2026 has allotted 2499999 (Twenty Four Lakhs Ninety Nine Thousand Nine Hundred Ninety Nine) Equity Shares of Rs. 10/- (Rupees Ten Only) pursuant to conversion of warrants.

Therefore, the companys paid up share capital as on report date i.e., 22nd July, 2026 stands at Rs. 13,27,78,430/- (Rupees Thirteen Crore Twenty Seven Lakh Seventy Eight Thousand Four Hundred and Thirty only).

(c) Transfer to Reserves in Terms of Section 134 (3) (J) of the Companies Act, 2013

For the Financial Year ended 31st March, 2026, the Company has not proposed to carry any amount to the General Reserve Account.

(d) Dividend

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31st March, 2026.

(e) Loans

As on 31st March, 2026 the company have NIL Secured Loans. The details of the unsecured loans taken by the company are elaborated under the financial statements for the financial year ended on 31st March, 2026.

(f) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no other material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report except allotment of 2499999 Equity Shares pursuant to conversion of the Warrants into Equity Shares in its Board meeting held on 02nd July, 2026.

(g) Reclassification

During the year under review there was no re-classification requests received by the Company.

2. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013.

3. CHANGE IN THE NATURE OF THE BUSINESS

During the period under review, there is no change in the nature of business.

4. REGULATORY STATEMENT

In conformity with the provision of Regulation 34 of SEBI (Listing Obligations Disclosure Requirements), Regulations, 2015, the required disclosures for the year ended 31st March, 2026 are annexed hereto.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

CHANGES IN BOARD OF DIRECTORS

During the Financial Year ended 31st March, 2026, the following changes were made in the Board of Directors of the Company:

1. On receiving recommendation of the Nomination and Remuneration Committee, the Board appointed Ms. Hina (DIN: 09534689) as Additional Director (Executive) of the Company and further changed her Designation to Whole Time Director of the Company with effect from 14th January, 2025. Further her appointment was regularized by shareholders at their Extra-Ordinary General Meeting held on 2nd May, 2025.
2. On receiving recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Surinder Kalra (DIN: 10779178) as Additional Director (Executive) of the Company and further changed his Designation to Whole Time Director of the Company with effect from 14th January, 2025. Further his appointment was regularized by shareholders at their Extra-Ordinary General Meeting held on 2nd May, 2025.
3. On receiving recommendation of the Nomination and Remuneration Committee, appointed Mr. Shah Adnan Khan (DIN: 10985412) as Additional Director (Executive) of the Company and further changed his

4. Mr. Shah Adnan Khan (DIN: 10985412) Resigned from the office of Whole Time Director of the Company w.e.f. 15th May, 2025, due to preoccupation.
5. On receiving recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Yogesh Singh Rana (DIN: 05304811) as Additional Director (Executive) of the Company and further changed his Designation to Whole Time Director of the Company with effect from 15th May, 2025. Further his appointment was regularized by shareholders dated 17th June, 2025 via conducting Postal Ballot.
6. Mr. Asdulla Mehfuzali Khan (DIN: 10388973) Resigned from the office of Non-Executive Independent Director of the Company w.e.f. 10th March, 2026, due to preoccupation.
7. Mr. Tushar Virendra Pratap Singh (DIN: 10388960) Resigned from the office of Non-Executive Independent Director of the Company w.e.f. 10th March, 2026, due to preoccupation.
8. On receiving recommendation of the Nomination and Remuneration Committee, the board appointed Mr. Sourabh Parnami (DIN: 05323570) as Additional Director (Non-Executive Independent Director) of the Company w.e.f. 11th March, 2026 till the date of the ensuing general meeting of the Company.
9. On receiving recommendation of the Nomination and Remuneration Committee, the board appointed Mr. Gowhar Parveen Mallick (DIN: 11225598) as Additional Director (Non-Executive) of the Company w.e.f. 14th November, 2025. Further his appointment was regularized by shareholders at their Extra-Ordinary General Meeting held on 9th January, 2026.

10. On receiving recommendation of the Nomination and Remuneration Committee, the board appointed Mr. Arvinder Singh Kohli (DIN: 08444774) as Additional Director (Non-Executive Independent Director) of the Company w.e.f. 18th March, 2026 till the date of the ensuing general meeting of the Company.

B. CHANGES IN KEY MANAGERIAL PERSONNEL

The following changes were made in the Key Managerial Personnel of the Company during the Financial Year ended 31st March, 2026;

1. Ms. Hina was appointed as Chief Financial Officer of the Company w.e.f. 27th May, 2025.
2. Mr. Anurag Garg service terminated from the office of Company Secretary & Compliance Officer of the Company with effect from 4th September, 2025.
3. Ms. Priya Mathur was appointed as Company Secretary & Compliance Officer of the Company with effect from 15th December, 2025.
4. Mr. Priya Mathur resigned from the office of Company Secretary & Compliance Officer of the Company with effect from 10th March, 2026.
5. Further, after closure of the financial year, Ms. Radhika Sood was appointed as Company Secretary & Compliance Officer of the Company with effect from 09th June, 2026.

C. RETIREMENT BY ROTATION

Pursuant to Section 152 of the Companies Act, 2013 and the

Articles of Association of the Company, Ms. Hina (DIN: 09534689) is liable to retire by rotation at this Annual General Meeting and being eligible offers herself for re-appointment.

D. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met one time during the year where all the independent directors were present under the requirement of the Companies Act, 2013. The Meeting of Independent Directors was held on 31st March, 2026.

E. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received necessary declarations from each Independent Director of the Company confirming that they met with the criteria of independence as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The Board is in the opinion that the directors of the company (including independent directors) are of integrity, expertise and experience (including the proficiency) who was appointed during the financial year.

F. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures. Framework for Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted to Independent Directors are made available on the,website of the Company at https://rgrl.in/stakeholders-information/.

G. KEY MANAGERIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Surinder Kalra (DIN: 10779178) and Mr. Yogesh Singh Rana (DIN: 05304811), Whole Time Directors, Ms. Hina (DIN: 09534689) Whole Time Director and Chief Financial Officer and Ms. Radhika Sood, Company Secretary and Compliance Officer of the Company.

H. ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualifications, to the extent applicable, in respect of Non-Independent Directors. All the Non-Executive Directors of the Company fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

I. REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company, a copy of which is available on the website of the Company at https://rgrl.in/stakeholders-information/. The Policy is attached herewith the Report and marked as ANNEXURE-I.

J. BOARD EVALUATION

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process. In the separate meeting of Independent directors, performance of non-independent directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

6. NUMBER OF BOARD MEETINGS

During the year ended 31st March, 2026, the Board met 08 (Eight) times. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). Required quorum was present throughout each meeting as per the requirement of the said Act.

S.NO	Date of Meeting	Total Number of directors associated as on the date of meeting	Number of directors attended	% of attendance
1	05th April, 2025	5	5	100
2	15th May, 2025	6	6	100
3	27th May, 2025	6	6	100
4	30th June, 2025	6	6	100

7. BOARD COMMITTEES AND MEETINGS

As on 31st March, 2026, the Company has 3 (Three) Board Committees with the following members:

Date of Meeting	Total Number of directors associated as on the date of meeting	Number of directors attended	% of attendance
5	14th November, 2025	6	6	100
6	13th December, 2025	7	7	100
7	11th March 2026	5	5	100
8	18th March 2026	6	6	100

7. BOARD COMMITTEES AND MEETINGS

As on 31st March, 2026, the Company has 3 (Three) Board Committees with the following members:

Committee	Members	Designation
Audit Committee	Mr. Arvinder Singh Kohli	Chairperson-Independent Director
	Mr. Sourabh Parnami	Member-Independent Director
	Ms. Hina	Member-Whole-Time Director
Nomination and Remuneration Committee	Mr. Arvinder Singh Kohli	Chairperson-Independent Director
	Mr. Sourabh Parnami	Member-Independent Director
	Ms. Gowhar Parveen Mallick	Member-Non-Executive Director
Stakeholders Relationship Committee	Mr. Arvinder Singh Kohli	Chairperson-Independent Director
	Mr. Saurabh Parnami	Member-Independent Director
	Ms. Gowhar Parveen Mallick	Member-Non-Executive Director

Changes occurred in Audit Committee:

Mr. Arvinder Singh Kohli was designated as Chairperson of the committee in place of Mr. Tushar Virendra Pratap Singh who resigned from his office w.e.f. 10th March, 2026 by the Board via passing Resolution in Board Meeting dated 18th March, 2026. Mr. Sourabh Parnami was designated as member of the committee in place Mr. Asdulla Mehfuzali Khan who has resigned w.e.f. 10th March, 2026 by the Board via passing Resolution in Board Meeting dated 11th March, 2026.

Changes occurred in Nomination and Remuneration Committee:

Mr. Arvinder Singh Kohli was designated as Chairperson of the committee in place of Mr. Tushar Virendra Pratap Singh who resigned from his office w.e.f. 10th March, 2026 by the Board via passing Resolution in Board Meeting dated 18th March, 2026. Mr. Sourabh Parnami was designated as member of the committee in place Mr. Asdulla Mehfuzali Khan who has resigned w.e.f. 10th March, 2026 by the Board via passing Resolution in Board Meeting dated 11th March, 2026.

Changes occurred in Stakeholders Relationship Committee:

Mr. Arvinder Singh Kohli was designated as Chairperson of the committee in place of Mr. Tushar Virendra Pratap Singh who resigned from his office w.e.f. 10th March, 2026 by the Board via passing Resolution in Board Meeting dated 18th March, 2026. Mr. Sourabh Parnami was designated as member of the committee in place Mr. Asdulla Mehfuzali Khan who has resigned w.e.f. 10th March, 2026 by the Board via passing Resolution in Board Meeting dated 11th March, 2026.

THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2026, 5 (Five) Meetings of the Committee were held on:

S.NO	Date of Meeting	Total Number of Members entitled to attend Committee meeting	Number of directors Attended	% of attendance
1	27th May, 2025	3	3	100
2	26th July, 2025	3	3	100
3	14th November, 2025	3	3	100
4	03rd December, 2025	3	3	100
5	18th March, 2026	3	3	100

THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2026, 6 (Six) Meetings of the Nomination and Remuneration Committee were held on:

S.NO	Date of Meeting	Total Number of Members entitled to attend Committee meeting	Number of directors Attended	% of attendance
1	15th May, 2025	3	3	100
2	27th May, 2025	3	3	100
3	14th November, 2025	3	3	100
4	13th December, 2025	3	3	100
5	11th March, 2026	1	1	100
6	18th March, 2026	2	2	100

THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31st March, 2026, 4 (Four) meetings of Stakeholders Relationship Committee were held on:

S.NO	Date of Meeting	Total Number of Members entitled to attend Committee meeting	Number of directors Attended	% of attendance
1	15th May, 2025	3	3	100
2	21st July, 2025	3	3	100
3	14th November, 2025	3	3	100
4	06th February, 2026	3	3	100

8. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors to the best of their knowledge and ability confirm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed with proper explanation relating to material departures, if any;

ii) they 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 and loss of the Company for that period;

iii) they 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 your Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2026, the Company has 3 (Three) subsidiaries, including 2 (two) wholly owned subsidiaries of the Company.

Further during the year the company incorporated a wholly owned subsidiary named as Trustfield Project and Infra Limited. However, the wholly owned subsidiary has not commenced any business operations since its incorporation and, accordingly after the closure of financial year, the Board has approved making an application to the Registrar of Companies for removal of its name from the Register of Companies by way of voluntary strike-off.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries has been annexed in the prescribed Form AOC-1.

10. LISTING INFORMATION

The Equity Shares of the Company are presently listed on SME Platform of BSE Limited and Annual listing fee for the financial year 2026-27 has been duly paid.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, the ISIN allotted to the Company is INE00WY01013

12. DETAILS OF INVESTORS GRIEVANCES/COMPLAINTS

There were NIL Investor complaints received and resolved during the year. The pending Complaints of the Shareholders/ Investors registered with SEBI at the end of the current financial year ended on 31st March, 2026 are NIL. There were no pending requests for share transfer/dematerialization of shares as of 31st March, 2026.

13. REPORT ON CORPORATE GOVERNANCE

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions. Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act 2013 with regard to Corporate Governance.

14. CORPORATE SOCIAL RESPONSIBILITY

As the Companys Net Worth, Turnover or Net Profit is below the limit prescribed under Section 135 of the Companies Act, 2013 and hence provisions pertaining to CSR is not applicable to your Company.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace, during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

There are no employees drawing remuneration in excess of the limits set out in the said Rules during the financial year. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

The Ratio of the remuneration of each director and key managerial personnel to the median remuneration of the employees of the Company for the financial year 2025-26:

S. No.	Name	Designation	Ratio
1	Mr. Surinder Kalra	Whole Time Director	Nil
2	Ms. Hina	Whole Time Director	0.88
3	Mr. Yogesh Singh Rana	Whole Time Director	Nil
4	Mr. Gowhar Parveen Mallick	Non-Executive Director	Nil
5	Mr. Arvinder Singh Kohli	Independent Director	Nil
6	Mr. Sourabh Parnami	Independent Director	Nil
7	Mr. Priya Mathur	Company Secretary and Compliance Officer	0.38
8	Mr. Anurag Garg	Company Secretary and Compliance Officer (terminated w.e.f. 04th September, 2025)	0.74

Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2025-26:

S. No.	Name	Designation	Ratio
1	Mr. Surinder Kalra	Whole Time Director	Nil
2	Ms. Hina	Whole Time Director	0.88
3	Mr. Yogesh Singh Rana	Whole Time Director	Nil
4	Mr. Gowhar Parveen Mallick	Non-Executive Director	Nil
5	Mr. Arvinder Singh Kohli	Independent Director	Nil
6	Mr. Sourabh Parnami	Independent Director	Nil
7	Mr. Priya Mathur	Company Secretary and Compliance Officer	0.38
8	Mr. Anurag Garg	Company Secretary and Compliance Officer (terminated w.e.f. 04th September, 2025)	0.74

Percentage increase in Median remuneration of employees in financial year 2025-26: Nil

Number of permanent employees on rolls of the Company as on 31st March, 2026: 4

Average percentage increases already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof: NIL

Average remuneration increase for Non-Managerial Personnel of the Company during the financial year was NIL.

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of maintenance of cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the company and accordingly accounts and records are not required to be maintained as per the provisions of this Section.

17. RISK MANAGEMENT

The Board of Directors has formally approved the Companys Risk Management Policy, establishing a comprehensive framework to identify, assess, and mitigate risks inherent in our operations, financial activities, and compliance obligations. This framework is integral to our strategic planning and execution, ensuring that potential risks are systematically managed to support the Companys objectives. Responsibility for risk management is embedded at all levels of the organization. Managers and officers are accountable for managing risks within their domains, fostering a culture of risk awareness and accountability. The Board receives annual updates on the risk management frameworks performance, ensuring oversight and strategic alignment.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since, there was no unpaid/unclaimed dividend declared and paid in the previous years, the provision of Section 125 of the Companies Act, 2013 do not apply.

19. CLASS OF SHARES

As on date, the company has only class of share capital i.e. Equity shares of INR 10/- each.

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not provided any guarantee in respect of the loan, any loan or havent made any investment in the securities of the other body corporate.

22. DISCLOSURES IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON RELATED PARTY DISCLOSURES

During the year ended 31st March, 2026, the Company has not entered into any Related Party Transactions. Hence Form AOC-2 is not applicable. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at https://rgrl.in/stakeholders-information/

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the year under review, no significant and material orders were passed by any Regulators/ Courts/ Tribunals impacting the going concern status and your Companys operations in future.

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

As on 31st March, 2026, no dues were pending towards micro, small and medium enterprises.

25. STATUTORY AUDITORS AND AUDIT REPORT

M/s. Kapil Sandeep & Associates, Chartered Accountants, having Firm Registration No. 016244N was appointed as Statutory Auditors of the Company, for consecutive term of five years, from the conclusion of this 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting to be held in the year 2029.

However, M/s Kapil Sandeep & Associates, Chartered Accountants has tendered his resignation from the position of Statutory Auditor of the Company, w.e.f. 13th August, 2026. Thereafter, the Board, after the recommendations of the Audit committee, in its meeting held on 20th August, 2026, approved the appointment of M/s A S Bhutani & Associates, as Statutory Auditors of the company for the FY 2026-27 to fill the casual vacancy caused due to the resignation of the previous auditor subject to the approval of shareholders.

Further the Board considered and approved the appointment of M/s. A S Bhutani & Associates, as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from 2026-27 till 2030-31 which is subject to the approval of shareholders in the ensuing general meeting of the company.

The audit report, issued by the Statutory Auditor, contains some qualification or reverse remark on the financial statements of the company for the financial year ended on 31st March, 2026.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report;

The Boards comment on the remarks reported by the Auditor is as follows:

S.No.	REMARK ON AUDIT REPORT	BOARDS COMMENT
1.	External balance confirmations as required under SA 505 have not been received from counter-parties. The balances of trade receivables, trade payables, loans and advances given and taken as at 31st March 2026 are subject to confirmations, reconciliation and consequential adjustments, if any. In view of the above, we are unable to comment upon the resultant impact on profit for the year, reserves and surplus, loans and advances, trade receivables, trade payables and current and non-current assets and liabilities as at the balance sheet date.	The qualification relates to non-receipt of external balance confirmations from counter-parties of the Holding Company. The impact on the consolidated financial results is currently not quantifiable. Management is in the process of obtaining confirmations

26. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the Financial Year 2025-26 no frauds were reported to the Central Government or to the Board of Directors or the Audit Committee of the Board of Directors in terms of provisions of Companies Act, 2013.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-II forming a part of the Annual Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

I. CONSERVATION OF ENERGY:

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2025-26.

Steps taken by the company for utilizing alternate sources of energy: Nil

Capital investment on energy conservation equipment: Nil

II. TECHNOLOGY ABSORPTION:

Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL.

No technology was/were imported during the last 3 years reckoned from the beginning of the financial year.

Expenditure incurred on research and development - Nil

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or outflow during the financial year.

29. HEALTH, SAFETY AND ENVIRONMENT:

Safety and occupational health responsibilities are integral to your companys business process. Safety is a key performance indicator and your company is committed to ensuring zero harm to its employees, to any person in the company premises and to the community. The company is continuously focusing on improved training, new initiatives, your company is also focusing on environment protection policy.

30. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Mr. Shailendra Kumar Roy (Membership No.- 25823) (COP No.- 11738), Proprietor, M/s Shailendra Roy & Associates, Practicing Company Secretary as the Secretarial Auditor of the Company for the Financial Year 2025-2026. The Secretarial Audit Report issued by Mr. Shailendra Kumar Roy, Practicing Company Secretary is provided under ANNEXURE-III to this Report.

31. COMPLIANCE WITH SECRETARIAL STANDARD

The Board of Directors states that the company has complied with the provisions of the applicable Secretarial standards issued by the Institute of

32. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March, 2026 is available on the website of the Company which can be accessed at https://rgrl.in/stakeholders-information/.

33. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the Whistle Blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at web link: https://rgrl.in/stakeholders-information/.

34. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of Insider Trading to regulate trading in its securities by Directors and designated employees. The Code mandates prior clearance for any dealings in the Companys shares and strictly prohibits trading while in possession of unpublished price-sensitive information or during periods when the Trading Window is closed. The Board of Directors is responsible for overseeing the implementation of this Code. All Directors and designated employees have confirmed their compliance with its provisions.

35. CFO CERTIFICATE

The Company is in receipt of Certificate in terms of provisions of Regulation 33(2)(a) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 from the Chief Financial Officer (CFO) of the company do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading. The same is annexed herewith and marked as ANNEXURE-IV.

36. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all level.

37. GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Issue of equity shares and differential rights as to dividend, voting or otherwise.
b) Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.
c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

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

No CIRP process is initiated against the company under IBC 2016.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

No such settlement took place during the year.

40. DETAILS OF ISSUE OF EMPLOYEE STOCK OPTION SCHEME AND SWEAT EQUITY SHARES

The same is not applicable on the company

41. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

The same is not applicable on the company

42. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

For and on Behalf of the Board of Directors

For Raconteur Global Resources Limited

Sd/-

Surinder Kalra

Whole Time Director

DIN: 10779178

Sd/-

Hina

Whole Time Director

DIN: 09534689

Raconteur Global Resources Limited

Regd. Off.: Royal Palms, 3rd Floor A321 Master Mind 4, Aarey, Borivali, Goregaon East,

Mumbai-400065

CIN: L68100MH2018PLC307613

Email ID: compliance.rgrl@gmail.com

Date: 20th August, 2026

Place: Maharashtra