Regal Entertainment & Consultants Ltd Directors Report

TO,

THE MEMBERS OF

REGAL ENTERTAINMENT AND CONSULTANTS LIMITED

Your Board of Directors ("Board") are pleased in presenting their 33 rd (Thirty Third) Directors Report together with the Audited Financial Statements and the Auditors Report of your Company, for the Financial Year ended 31 st March, 2025.

Financial Results

The Companys financial performance, for the Financial Year ended 31 st March 2025, and corresponding figures of FY ended 31 st March 2024 are summarized below: (Rs. in Lakhs)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Income from operation	9	8.66
Less: Other Expenses	(26.80)	(8.42)
Profit/Loss Before tax	6	0.24
Less: Deferred Tax Liability	(0.03)	(0.03)
Less: Current Tax Expense	(17.46)	(0.06)
Profit/Loss after tax	5	0.15
Add: Profit brought forward from last year	(134.25)	(134.40)
Profit available for Appropriation	(82.37)	(134.25)
Appropriations
Balance Carried Forward	(82.37)	(134.25)

Operations and Outlook

There has been no change in the nature of the business of the Company. The total income from operation as at the financial year end was Rs. 96.17 Lakhs as against a total income of Rs. 8.66 Lakhs in the last year and the company earned aProfit of Rs. 51.88 Lakhs as against a Profit of Rs. 0.15 Lakhs in the last year. Your Company does not have any Holding, Subsidiary or Associate Company.

DIVIDEND

In order to conserve resources, your directors have not recommended any dividend for the FY ended 31 st March, 2025.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves during the Financial Year 2024-25.

FIXED DEPOSITS

The Company has neither invited nor accepted any fixed deposits from the public.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (IND AS) and accordingly, the financial statements for the year 2024-25 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the relevant rules issued there under and the other recognised accounting practices and policies to the extent applicable.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 in Form MGT-7 pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies

(Management and Administration) Rules, 2014, is not available on the website of the Company at www.https://www.regal-consultants.com/ .

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors of the Company, to the best of its knowledge and ability, hereby confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there is no material departure from the same;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as of March 31, 2025, and of the profit of the Company for the year ended on that date;

3. 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 Companyand for preventing and detecting fraud and other irregularities;

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

5. The Director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year ended March 31, 2025; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2025.

CORPORATE GOVERNANCE

In view of the paid-up equity share capital of the company is not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 Crores as on the last day of the previous financial year, the compliance with Corporate Governance provisions is not applicable to the company as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. We have also enclosed the certificate from the Practising Company Secretary on the non-applicability of the corporate governance certificate.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report. During the year under review, the Company has been suspended by BSE Limited on grounds of non-compliance. However, Company has applied for revocation of suspension.

" IMPLEMENTATION OF CIRCULAR ISSUED BY THE MINISTRY OF CORPORATE AFFAIRS ON "GREEN INITIATIVES IN CORPORATE GOVERNANCE "

In accordance with the MCA and SEBI Circulars and to ensure compliance of Green Initiative, your Company has sent various documents including Notice of the 33 rd AGM, Audited Financial Statements, Directors Report, Auditors Report for the F.Y. 2024-25 etc. to its Shareholders only in electronic form, at the e-mail addresses provided/registered by members and made available to us by the Depositories (NSDL/CDSL). The members are advised to update by registering changes, if any, in their e-mail address, with the concerned Depository Participant. Your Company shall also display full text of Notice of 33 rd AGM & Annual Report 2024-25 at its website https://regal-consultants.com/ . Your Company looks forward towards a ctive participation of Shareholders in this "Green Initiative" and requests all Shareholders, who have not so far supplied their e-mail addresses, to give the same at the earliest. There will be no dispatch by Post of Notice of 33 rd AGM and Annual Report 2024-25 to Shareholders having no email IDs in compliance with Circulars of MCA and SEBI.

CHANGE IN NATURE OF BUSINESS:

There was no other change in the nature of business of the Company during the Financial Year ended March 31, 2025.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the year under review, the registered office of the Company was shifted from 1402, La serena, JP Road, Andheri west, Mumbai 400 058 to 419D Fourth Floor Horniman Circle Chambers (Podar Chambers) Syed Abdullah Brelvi Marg, Fort Mumbai, Maharashtra 400001 India with effect from 14 th November 2024 . The change was carried out in compliance with the applicable provisions of the Companies Act, 2013, and necessary filings were made with the Registrar of Companies.

SHARE CAPITAL:

During the Financial Year 2024-25, there was a change in the Authorized Share Capital of your Company. The Authorized Share Capital as of March 31, 2025, of your Company was Rs. 9,00,00,000 (Rupees Nine crore only) divided into 50,00,000 equity shares of Rs. 10 each and 40,00,000 preference shares of Rs. 10 each. The Paid-up Equity Share Capital as of March 31, 2025, of your Company was Rs. 3,07,21,000 (Three Crores Seven Lakhs Twenty-one Thousand Rupees) Equity Shares of Rs. 10 each.

CHANGES IN SHARE CAPITAL:

There was no change in the Share Capital of your company during the Financial Year 2024-25.

Disclosure Regarding Issues of Equity Shares with Differential Rights:

Your Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure Regarding Issues of Employee Stock Options:

Your Company has not provided any Stock Option Scheme to the employees during the year under review and hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure Regarding the Issues of Sweat Equity Shares:

Your Company has not issued Sweat Equity Shares during the year under review and hence information as per provisions of Section 54 read with its Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

Disclosure Regarding the Issues of Private Placement Issue:

Your Company has not offered and allotted any shares on a Private Placement Basis during the Financial Year under review and hence information as per provisions of Section 42 read with its Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 has been furnished as mentioned below: -

Disclosure Regarding the Issues of Right Issue:

Your Company has not raised funds through further issuance of Equity Shares as per provisions of Section 62(1)(a) read with its Rule of the Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year under review to the existing shareholders and in the interest of all concerned. Details of the allotments are mentioned below: -

Disclosures in Respect of Voting Rights not directly exercised by Employees:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

Disclosure Regarding the Issues of Bonus Shares:

Your Company has not issued any Bonus Shares during the year under review and hence no information as per provisions of Rule 14 of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

MANAGEMENT DISCUSSION AND ANALYSIS

A brief note on management discussion and analysis is annexed which forms part of the Directors Report and has been prepared in accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment for all its employees and has a zero-tolerance approach towards sexual harassment at workplace.

During the financial year 2024-25, the Company has not received any complaint of sexual harassment.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related parties, during the Financial Year 2024-25, were in the ordinary course of business and at an arms length basis. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

Further, the Related Party Transactions undertaken by the Company were in compliance with the provisions set out in the Companies Act, 2013, read with the Rules made there under and relevant provisions of Listing Regulations.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements.

PUBLIC DEPOSITS

Your Company has not invited/ accepted any deposits under Section 73 & 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year and, as such, no amount of principal or interest was outstanding as on the Balance Sheet date on this account .

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India (ICSI) and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. There are no employee drawing remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name	Designation	Remuneration paid for F.Y. 2024- 25(Amt in Rupees)	Times per Median of employee remuneration
Shreyash Vinodkumar Chaturvedi	Managing Director	NIL	NIL

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;-

Name	% Change
Shreyash Vinodkumar Chaturvedi, Managing Director	Nil
Satbir Singh, Executive director, (Ceased w.e.f 25 th March	Nil
2025)
Vineet Kharkwal, Company Secretary & Compliance Officer	Nil

3. The percentage increase in the median remuneration of employees in the financial year NIL

4. The permanent employees on the rolls of the Company 5

5. There is no increase in managerial remuneration during the year whereas in median Remuneration of the employee increased by NIL

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In a ccordance with Regulation 3 4(2)(f) of the SEBI (Listing Obligations a nd Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India (SEBI), in May 2021, introduced new sustainability-related reporting requirements in the form of the Business Responsibility and Sustainability Report (BRSR). The BRSR marks a significant shift from the earlier Business Responsibility Report, providing a more comprehensive framework for companies to disclose their initiatives in the areas of Environment, Social, and Governance (ESG).

SEBI has mandated that the top 1,000 listed companies, based on market capitalisation, transition to filing BRSR from the financial year 2024 25 onwards.

As the Company does not fall within the top 1,000 listed entities by market capitalisation, submission of the BRSR is not applicable to the Company for the current reporting period.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITOR

Pursuant to the provisions of sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, M/s. DBS & Associates, LLP, Chartered Accountants (Firm Registration No. 081627N) was appointed as Statutory Auditors for a period of 5 years in the 28 th AGM held on 30 th December 2020.

The Notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report contains few qualifications, reservation or adverse remarks.

AUDITORS QUALIFICATIONS AND MANAGEMENT REPLY THERETO

The replies to the observation of the Statutory Auditor and Secretarial Auditor for the Financial Year 2023-24 are given as Annexure to the Report.

SECRETARIAL AUDITOR

The Board has appointed M/s Palak Desai, Practicing Company Secretary, to conduct a Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith marked as Annexure I to this Report.

During the year under review, there was a delay in the submission of various disclosures and compliances to the Stock Exchange, which has been reported by the secretarial auditor. The Company clarified, as annexed to the Directors report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s Nitin Bhatia and Associates, Chartered Accountants, as the Internal Auditors of the Company to conduct the Internal Audit for the financial year 2025-26. The Internal Auditors report their findings to the Audit Committee and the Board, along with recommendations for improvement in the systems and processes of the Company.

COST AUDITORS

Your Company has not fallen under section 148 and read with its rules made there under Companies Act 2013, Therefore, no need to appoint the Cost Auditor and its related Compliance.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR, IN THEIR REPORT

STATUTORY AUDITORS REPORT

The Statutory Auditor report is self-explanatory, and qualification/reservation/adverse remark made in the auditors report on the financial statements of the Company. ( Please refer to Audited Report)

FRAUD REPORTED BY AUDITORS

The Statutory Auditors nor the Secretarial Auditors of the Company have not reported any fraud during FY 2024-25 as specified under second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES AND

INDEPENDENCE OF A DIRECTOR

1. Qualification: - The Board of Directors of your company has formulated the job description for the posts of MD and other Functional Director. The selection of Full-time Directors is done by the Nomination and Remuneration Committee on the basis of such criteria.

2. Positive Attribute : - Apart from the duties of Directors as prescribed in the Companies Act the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective code of conduct as applicable to them.

3. Independence: - A Director is considered as independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulations 16(1)(b) of the Listing Regulations.

INDEPENDENT DIRECTOR

Your Company is listed NBFC Company, all directors are appointed by the Board based on recommendations given by the Nomination and Remuneration Committee, subject to the approval of the Shareholders.

As of date 31.03.2025, Regal has Three (3) Independent Directors on the Board of the Company.

1. Mr. Sudeb Sarbadhikary

2. Mr. Mehul Velyibhai Jayant Patel (Ceased w.e.f 22 nd April 2025)

3. Mr. Manish Chaturvedi (Ceased w.e.f 15 th October 2024)

4. Mr. Gurvinder Singh

5. Mrs. Barkha Chhabra

All the Independent Directors has made declaration that criteria of independence as specified under Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI (LODR)

Regulations, 2015 has been complied with Pursuant to Part (c)(2)(i) of Schedule V of SEBI (LODR) Regulations 2015, the Board of directors of your Company in its meeting held on 29.05.2025 also gave its confirmation that the Independent Director fulfill the conditions specified in SEBI (LODR) Regulations and are independent of the Management.

The Sitting fees paid to the Independent Directors during the Financial Year 2024-25 is as under:

No	Name Of the Independent	Sitting fees Board	Committee Meetings				Total
	Director	Meeting s	Audit Commi ttee	Nomination & Remunerati on Committee	Stakeholde r Relationsh ip Committee	Enterprise Risk Managem ent Committe e	Amount in Rupees
1.	Mr. Sudeb	1000	1000	1 0 0	0	1	0 0
	Sarbadhikary
2.	Mr. Mehul	Nil	Nil	NA	NA	NA	Nil
	Velyibhai
	Jayant Patel
3.	Mr. Manish	Nil	Nil	NA	NA	NA	Nil
	Chaturvedi
4	Mr.	3000	2000	1 0 0	0	1	0 0
	Gurvinder
	Singh
5.	Mrs. Barkha	1000	1000	1 0 0	0	NA	NA
	Chhabra

MEETING OF INDEPENDENT DIRECTORS

No separate meeting of Independent Directors of the Company without the presence of the

Functional Directors & the Management Representatives was held during FY 2024-25 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 25 (3) of the SEBI (LODR) Regulations, 2015.

LISTING

The equity shares of the company are listed at BSE Ltd and the listing fee for the Financial Year 2025-26 has not been paid to the concerned Stock Exchange, as the trading is suspended and the Company is under process of revocation of suspension.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on 31 st March, 2025, the Company had (4) Directors consisting of (3) Independent Directors and one (1) Managing Director on its Board and (3) KMPs.

During the year under review, the following changes took place:

1. Mr. Mehul Velyibhai Jayant Patel resigned as an independent director on 22 nd April 2025, as Additional Independent (Non-Executive) Director w.e.f. 30/05/2022 .

2. Mr. Shreyash Vinodkumar Chaturvedi was re-appointed a s Managing Director w.e.f. 30/05/2022.

3. Mr. Sudeb Sarbadhikary was appointed as Additional Independent (Non-Executive) Director w.e.f. 30/05/2017.

4. Mr. Manish Chaturvedi resigned as an Additional Independent (Non-Executive) Director w.e.f 15.10.2024.

5. Mr. Satbir Singh resigned as an Executive Director w.e.f 25.03.2025.

6. Mr. Gurvinder Singh has been appointed as Independent (Non-Executive) Director w.e.f 1 st December 2024.

7. Mrs. Barkha Chhabra has been appointed as Independent (Non-Executive) Director w.e.f 03 rd December 2024.

On the basis of the written representations received from the Directors, none of the Directors of the Company are disqualified under Section 164 (2) of the Act.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel (KMP) of your Company as on 31.03.2025 are:

1. Mr. Shreyash Vinodkumar Chaturvedi was appointed as Chief Finance Officer (CFO) w.e.f. 30 th May 2022.

2. Mr. Ravinder Vasaist has been appointed as Principal Officer w.e.f 01 st September 2024.

3. Mr. Vineet Kharkwal has been appointed as Company Secretary & Compliance Officer w.e.f 1 st October 2024.

RETIREMENT OF DIRECTORS BY ROTATION

In accordance with the provisions of Section 152, 160 and other applicable provisions, if any, of the Companies Act, 2013, and Articles of Association of the Company Mr. Shreyash Chaturvedi (DIN- 06393031) who is liable to retires by rotation at the 33 rd Annual General Meeting to be held on Tuesday, 23 rd September 2025 and being eligible, offer themselves for reappointment. Brief particulars of directors seeking re-appointment together with their Directorships in other Companies and Committee Memberships, have been given in the Annexure to the Notice of 33 rd Annual General Meeting in pursuance to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standards 2 issued by ICSI.

COMPOSITION OF THE BOARD

As required under the Act and SEBI (LODR) Regulations, 2015, your Company has constituted following Board Level Committees.

Details of the Board Level Committee as on 31.03.2025 are given below :- 1. Audit Committee. 2. Nomination & Remuneration Committee. 3. Stakeholders Relationship Committee. 4. Enterprises Risk Management Committee

The compositions, powers, roles, terms of reference, etc. and no. of meeting held of relevant Committees are as per the requirements of the applicable laws.

1. AUDIT COMMITTEE

The Board has established a qualified and independent Audit Committee in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Composition and Term of Reference of the Committee are in conformity with the said provisions.

TERMS OF REFERENCE OF AUDIT COMMITTEE

The terms of reference of the Audit Committee covers the areas mentioned in Section 177 of the Companies Act, 2013, Regulation 18 read with Part C of Schedule II to the SEBI (LODR) Regulations, 2015 and Para 94.1 of Chapter XI (Governance Guidelines) of Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023. The terms of reference of the Audit Committee, inter-alia is as follows:

1. Overseeing the Companys financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible. 2. Reviewing with Management the Quarterly and Annual Financial Statements alongwith related party transactions, if any, before submission to the Board. 3. Approval or any subsequent modification of transactions of the Company with related parties. 4. Reviewing with the Management and Statutory and Internal Auditors, the adequacy of internal control systems.

5. Discussion with Internal Auditors on Annual Internal Audit Program, Significant Audit Findings and follow up on such issues. 6. Discussion with Statutory Auditors before the audit commences on the nature and scope of audit, as well as having post-audit discussion to ascertain any area of concern. 7. Reviewing the Companys financial and risk management policies. - Evaluation of internal financial controls and risk management systems. 8. Reviewing with the Management, the observations / comments / assurances of Statutory Auditors and the Comptroller & Auditor General of India (CAG). 9. Review with the Management, the follow-up action taken on the recommendations of the Parliamentary Committee on Public Undertaking (CoPU), if any. 10. Review of Cost Audit Report. 11. To examine, decide and deal with all issues relating to Ethics in the Company. 12. Review of functioning of Whistle Blower Policy. 13. Carrying out any other function as may be referred to the Committee by the Board.

The Audit Committee was reconstituted and adopted on 01/02/2025. All the recommendations made by the Audit Committee were accepted by the Board.

The constitution of the Audit Committee is as follows:-

S.No NAME OF COMMITTEE MEMBERS	CATEGORY(CHAIRPERSON/ EXECUTIVE/NONEXECUTIVE /INDEPENDENT /NOMINEE)	DATE OF APPOINTMENT/ CESSATION
1. Mr. Manish Chaturvedi	Chairperson (Independent	Cessation w.e.f
	Director)	15.10.2024
2. Mr. Gurvinder Singh	Chairperson (Independent	01.02.2025
	Director)
Mr. Shreyash
3.	Member (Managing Director &	21.04.2025
Vinodkumar
	CFO)
Chaturvedi
4. Mr. Sudeb	Member (Independent Director)	0 1

Sarbadhikary
5. Mrs. Barkha Chhabra	Member (Independent Woman	01.02.2025
	Director)

During the Financial Year 2024-25, a total of 05 meetings of the Audit Committee were held and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings as per the Companies Act 2013. The minutes of the meetings of all the Board and Committees are circulated to all the Directors after incorporating the comments of the Directors.( If any). The Company Secretary acts as the Secretary to the Committee The dates on which the meetings were held are as follows: -

S.no	Number of Audit Committee Meetings	Date of Audit Committee Meetings	No. of Members Attended
1.	1	May 31, 2024	3 /3
2.	2	August 14, 2024	3 /3
3.	3	November 14, 2024	2 /2
4.	4	December 2, 2024	2 /2
5.	5	February 14, 2025	4 /4

2. NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) has been constituted by the Board in compliance with the requirements of Section 178(1) of the Companies Act, 2013, Regulation 19 of the SEBI (LODR) Regulations, 2015 and Para 94.2 of Chapter XI (Governance Guidelines) of Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 The Composition and Term of Reference of the Committee are in conformity with the said provisions

The Nomination And Remuneration Committee was reconstituted and adopted on 01/02/2025, 22.04.2025 and 29.05.2025. All the recommendations made by the Nomination And Remuneration Committee were accepted by the Board.

The constitution of the Nomination And Remuneration Committee is as follows:-

S.no	NAME OF COMMITTEE MEMBERS	CATEGORY (CHAIRPERSON/EXECUTIVE/NON- EXECUTIVE/INDEPENDENT /NOMINEE)	DATE OF APPOINTMENT/ CESSATION
1.	Mr. Gurvinder Singh	Chairman (Independent Director)	0 1
2.	Mrs. Barkha Chhabra	Member (Independent Woman Director)	0 1
3.	Mr. Mehul Velyibhai Jayant Patel	Member (Independent Director)	Ceased w.e.f 22.04.2025
4.	Mr. Sudeb Sarbadhikary	Member (Independent Director)	2 2

One meeting of the Nomination & Remuneration Committee was held during the Financial Year 2024-25. Necessary quorum was present in the meeting of the Committee. The minutes of the meetings of the Committee are placed before and noted by the Board. During the year, all recommendations of the Committee were accepted by the Board.

The Company Secretary acts as the Secretary to the Committee

The dates on which the meetings were held are as follows: -

S.no	Number of	Date of	Nomination	No. of Members Attended
	Nomination Remuneration Committee Meeting	Remuneration Meeting	Committee
1.	1	February 14, 2025		3 /4

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted by the Board in compliance with the requirements of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015. The Composition and Term of Reference of the Committee are in conformity with the said provisions.

Terms of Reference of Stakeholder Relationship Committee

The terms of reference of the Stakeholders Relationship Committee (SRC) covers the areas mentioned in Section 178 (5) of the Companies Act, 2013 and Regulation 20 read with Part D (B) of Schedule II to the SEBI (LODR) Regulations, 2015. The terms of reference of the SRC, inter-alia are as follows:

1.Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc. 2. Review of measures taken for effective exercise of voting rights by shareholder. 3. Review of adherence to the service standards adapted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. 4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports notices by the shareholders of the Company. 5. Such other matter as may be specified by the Board from time to time. 6. Any other matter as prescribed by the Companies Act, 2013 & rules made thereunder, and SEBI (LODR) Regulations, 2015 or such other regulations prescribed by the SEBI from time to time.

The Stakeholders Relationship Committee was reconstituted and adopted on 01/02/2025, 22.04.2025, and 29.05.2025. All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board.

S.no NAME OF COMMITTEE MEMBERS	CATEGORY (CHAIRPERSON/EXECUTIVE/NON- EXECUTIVE/INDEPENDENT /NOMINEE)	DATE OF APPOINTMENT/ CESSATION
1. Mr. Mehul Velyibhai Jayant Patel	Chairman (Independent Director)	Ceased w.e.f 22.04.2025
2. Mr. Sudeb Sarbadhikary	Chairman (Independent Director)	2 2
3. Mr. Gurvinder Singh	Member (Independent Director)	0 1
4. Mr. Shreyash Vinodkumar Chaturvedi	Member (Managing Director & CFO)	0 1

One meeting of the Stakeholders Relationship Committee was held during the Financial Year 2024-25. Necessary quorum was present in the meeting of the Committee. The minutes of the meetings of the Committee are placed before and noted by the Board. During the year, all recommendations of the Committee were accepted by the Board

The Company Secretary acts as the Secretary to the Committee

The dates on which the meetings were held are as follows: -

S.no	Number of Stakeholders Relationship	Date of Relationship Meeting	Stakeholders Committee	No. of Members Attended

	Committee Meeting
1.	1	February 14, 2025	3	/4

ENTERPRISE RISK MANAGEMENT COMMITTEE

The Enterprise Risk Management Committee of the Company is constituted in line with the provisions of Regulation 21 of the SEBI (LODR) Regulations, 2015 andPara 39 of Chapter VI (Governance Guidelines) of Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 . The Composition and Term of Reference of the Committee are in conformity with the said provisions.

Terms of Reference of Enterprise Risk Management Committee

The Enterprise Risk Management Committee of the Board of Directors has been entrusted with the responsibility to assist the Board in overseeing and approving the Companys risk management framework. The Company has a comprehensive Enterprise Risk Management Policy (ERM Policy) detailing the risks that the Company faces under various categories like Market/Competition Risk, Policy and Regulation Risk and Regulatory Compliance Risk, Technology Risk/Quality of Service Risk, Operational Risk, Ongoing Concern Risk, Internal Control Failures and Integrity of Financial Information Risk, Information Technology & Systems b Security Risk, Disaster and Business Continuity Risk, Greater Transparency and Entity Level Ethical & Governance Risk and other risks and these have been identified and suitable mitigation measures have also been formulated. The functions of the Enterprises Risk Management Committee shall inter-alia includes cyber security. The Enterprises Risk Management Committee reviews the key risks faced by the Company and its mitigation measures periodically.

The Enterprise Risk Management Committee was reconstituted and adopted on 01/02/2025, 22.04.2025, and 29.05.2025. All the recommendations made by the Enterprise Risk Management Committee were accepted by the Board.

S.no NAME OF COMMITTEE MEMBERS	CATEGORY (CHAIRPERSON/EXECUTIVE/NON- EXECUTIVE/INDEPENDENT /NOMINEE)	DATE OF APPOINTMENT/ CESSATION
1. Mr. Shreyash Vinodkumar Chaturvedi	Chairman (Managing Director & CFO)	0 1 .
2. Mr. Satbir Singh	Member (Vice President)	2 2
3. Mr. Gurvinder Singh	Member (Independent Director)	0 1 .
4. Mr. Mehul Velyibhai Jayant Patel	Member (Independent Director)	Ceased w.e.f 22.04.2025

During the Financial Year 2024-25, a total of 01 meetings of the Enterprise Risk Committee were held and the gap between two meetings did not exceed two hundred and ten days. The necessary quorum was present in all the meetings as per the Companies Act 2013. The minutes of the meetings of the Committee are placed before and noted by the Board. During the year, all recommendations of the Committee were accepted by the Board

The Company Secretary acts as the Secretary to the Committee

The dates on which the meetings were held are as follows: -

S.no	Number of Enterprise Risk Committee Meeting	Date of Enterprise Committee Meeting	Risk	No. of Members Attended
1.	1	February 14, 2025		3	/4

NUMBER OF MEETINGS OF THE BOARD:

The Company holds regular Board Meetings as per the provisions of the Companies Act, 2013 and adheres to the Secretarial Standards on the Board & Committee Meetings as prescribed by The Institute of Company Secretary of India (ICSI). The Board has complete access to all information of the Company. The Company Secretary, after getting approval from the Managing Director, sends a written notice of each Board Meeting to each Director. The agenda papers containing a ll necessary information/documents a re a vailable to the Board/Committee Members in advance to enable them to discharge their responsibilities effectively and take informed decisions. The information as specified in the SEBI (LODR) Regulations, 2015 is regularly made available to the Board, whenever applicable, for discussion & consideration. Directors can suggest inclusion of any item(s) in the agenda at the Board meeting. The agenda is placed before the Board inter alia includes the information as mentioned in Schedule II Part A of SEBI (LODR) Regulations, 2015. During the Financial Year 2024-25, a total of 07 meetings of the Board were held and the gap between two meetings did not exceed one hundred and twenty days. The necessary quorum was present in all the meetings as per the Companies Act 2013. The minutes of the meetings of all the Board and Committees are circulated to all the Directors after incorporating the comments of the Directors.

Seven meetings of the Board of Directors were held during the financial year from April 01, 2024 to March 31, 2025. The dates on which the meetings were held are as follows: -

S.no	Number of Board meetings	Date of Board meeting
1.	1	May 31, 2024
2.	2	August 14, 2024
3.	3	November 05, 2024
4.	4	November 14, 2024
5.	5	December 2, 2024
6.	6	December 07, 2024
7.	7	February 14, 2025

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS DURING THE FINANCIAL YEAR 2024-25 AND IN THE LAST ANNUAL GENERAL MEETING (32 nd AGM HELD ON 31.12.2024).

The details of attendance of directors at the board meetings during the financial year 2024-25 and in the last Annual General Meeting (32 nd AGM held on 31.12.2024) as mentioned below: -

SL. NO NAME OF THE	NO. OF BOARD MEETINGS		PERCENT AGE OF	ATTENDANCE AT THE LAST	REMARKS
. DIRECTORS	HELD DURI NG THEIR TENU RE	ATTENDE D DURING THEIR TENURE	ATTEND ANCE (%)	AGM i.e. 3 nd 2 AGM (HELD ON 31.12.2024)
1. Mr. Shreyash Vinodkumar Chaturvedi	7	7	1	0 0	%
2. Mr. Sudeb Sarbadhikary	7	7	1	0 0	%
3. Mr. Mehul Velyibhai Jayant Patel	7	6	8	6 %	NO w.e.f 2 nd 2 April 2025)
4. Mr. Manish Chaturvedi	2	2	1	0 0	% w.e.f 1 th 5 October 2025)
5. Mr. Gurvinder Singh	3	3	1	0 0	%

6. Mrs. Barkha Chhabra	1	1	1	0	0	%	Yes
7. Mr. Satbir Singh	4	4	1	0	0	% Director w.e.f. 25.03.2025	Yes

DECLARATION RECEIVED FROM DIRECTORS AS ON 31.03.2025

a. None of the Directors of the Company are related to each other and there are no inter-se relationships between the Directors.

b. None of the Directors hold equity shares in the Company, except Mr. Shreyash Vinodkumar Chaturvedi, who has been holding 10,77,781 equity shares of the Company. The Company has not issued any convertible instruments.

c. None of the Directors on the Board is a Director in more than 7 listed entities.

d. None of the Non Executive Directors is an Independent Director in more than 7 listed entities as required under the SEBI (LODR) Regulations, 2015. Further, MD do not serve as Independent Directors in any listed company.

e. None of the Directors held Directorships in more than 20 Indian Companies, with more than 10 Public Limited Companies.

f. None of the Directors on the Board is a member of more than 10 Committees or Chairman of 5 Committees (Committees being Audit Committee and Stakeholder Relationship Committee) across all Public Companies in India, in which he/she is a director.

g. All Directors are in compliance with the limit on Directorships/Independent Directorships of Listed Companies as prescribed under Regulation 17A of the SEBI (LODR) Regulations, 2015.

Necessary disclosures i.e., Form MBP-1 i.e., Notice of Interest by Director pursuant to Section 184(1) of Companies Act, 2013 and Rule 9 (1) of Companies (Meeting of Board and its Power) Rule 2014 have been obtained from all the directors. Also, Certificate pursuant to Regulation 26(3) of SEBI (LODR) Regulations, 2015 regarding Membership/Chairmanship of Board Level Committee for the Financial Year 2024-25 has been taken from all the directors.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

Your Company has not received any significant or material ones passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

Your Company does not have any its Subsidiaries, Joint Venture or Associate companies of the Company.

RISK MANAGEMENT:

Risk management has always been an integral part of the Company and for this purpose the company has been for years implementing a risk management policy. The Company has implemented an effective and meaningful system in place to safeguard the interest of the company. The main objectives of this policy are:

a. Manage the risk without adversely impacting the normal business and its growth. b. Enable sustained business performance. c. Lesser impact on the companys finances. d. Be compliant to the relevant requirements of the Exchanges/ Regulators.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors on the basis of various aspects /criteria of board/ Committee Governance.

The criteria & aspects covered in the evaluation included knowledge to perform the role, level of oversight, performance of duties and the fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meeting.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.

TRAINING OF INDEPENDENT DIRECTORS/ FAMILIARISATION PROGRAMMES

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Companys Organization structure, our business, constitution, board procedures and management strategy. They are provided with Company annual reports, financials etc.

DISCLOSURES

VIGIL MECHANISM

The Companys whistle Blower Policy/ Vigil Mechanism (mechanism) is formulated for securing/ reporting deterring/ punishing/ rectifying any unethical, unlawful acts, behavior etc. and to enable to voice/ address bonafide concern of malpractice, deviation from the policies of the Company internally in an effective and systematic manner after its discovery.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at https://www.regal-consultants.com/ .

CODE FOR FAIR DISCLOSURE, INTERNAL PROCEDURES AND CONDUCT FOR REGULATING, MONITORING AND REPORTING OF TRADING BY INSIDERS

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015, The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price-sensitive information and code of conduct for the prevention of insider trading, is available on our website https://www.regal-consultants.com/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the clarification dated February 13, 2015 issued by Ministry of Corporate Affairs and Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loan given, investmentmade or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to banking company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The company does not envisage any risk, which may threaten the existence of the company. The company takes all necessary steps to identify measures & manage risk effectively.

GENERAL

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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. The Company has not issued any sweat equity shares to its directors or employees;

4. There was no revision of financial statements and Boards Report of the Company during the year under review.

5. No orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future

6. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the provisions do not apply to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is as follows:

(A) Conservation of energy-

(i) The steps taken or impact on conservation of energy: NIL

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipment: NIL

(B) Technology absorption-

(i) The efforts made towards technology absorption: NIL

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- : NIL

(iv) The expenditure incurred on Research and Development: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company was not received any foreign Earning from the foreign and not to outgo any foreign earnings.

DETAILS REGARDING OTS (One Time Settlement) DONE DURING THE YEAR

During the year under review, Your Company has not done any OTS with any lender.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, Board members and members of the company 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 employees.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

REGAL ENTERTAINMENT & CONSULTANTS LIMITED

Sd/-	Sd/-
SHREYASH VINODKUMAR CHATURVEDI	GURVINDER SINGH
MANAGING DIRECTOR &CFO	INDEPENDENT DIRECTOR
DIN: 06393031	DIN: 00085436
PLACE: MUMBAI
DATE: 11.08.2025