RPSG Ventures Ltd Management Discussions

(ANNEXURE ‘A TO REPORT OF THE BOARD OF DIRECTORS)

RPSG Ventures Limited (‘RPSG Ventures, ‘RVL or ‘the Company) is part of the RP-Sanjiv Goenka Group (‘RP-SG Group or ‘the Group), one of Indias leading business conglomerates. Along with its subsidiaries, the Company operates a diversified portfolio of businesses including information technology (IT) services, business process management (BPM), fast moving consumer goods (FMCG) including ayurvedic formulations and wellness products, real estate and sports. Other than providing IT services, which constitutes its standalone operations, the remaining businesses are carried out through various subsidiary companies (See Box 1).

Box 1: RPSG Ventures Limited — Key Businesses and Operating Entities

As a standalone entity, RPSG Ventures core business consists of information technology (IT) services provided to certain Group companies operating in the power sector. Its key operating subsidiaries include:

Firstsource Solutions Limited which, along with its subsidiaries, is a leading provider of customised business process management (BPM) services across US, UK, India, Philippines, Mexico, Romania, Turkey, Trinidad & Tobago, South Africa and Australia.

Guiltfr ee Industries Limited which, along its step-down subsidiary Apricot Foods Private Limited, operates in the Indian FMCG sector.

Herbolab India Private Limited, which markets natural, nutraceutical and ayurvedic formulations focusing on health and wellness.

Que st Properties India Limited, which in the real estate sector, manages Kolkatas first luxury shopping mall ‘Quest and is developing a residential project in Haldia, West Bengal.

AP A Services Private Limited, through subsidiaries, operates and manages the iconic football club ‘Mohun Bagan Super Giant.

RPSG Sports Private Limited, RPSG South Pty Limited and Manchester Originals Limited own and operate the ‘Lucknow Super Giants franchise of the Indian Premier League, the ‘Durban Super Giants franchise of the South Africa T20 League, and the ‘Manchester Super Giants franchisee of "The Hundred" cricket league organized by the England and Wales Cricket Board (ECB) respectively.

RPSG Ventures also leverages emerging opportunities in India through incubation of new businesses and investments in venture capital funds.

This report presents a review of operational and financial performance of RVLs businesses during the year. It also discusses the strategy and important initiatives taken by the Company and its key subsidiaries to meet their business objectives.

MACROECONOMIC OVERVIEW

Global economic performance remained stable in 2025, despite uncertainty due to US tariff policies and geopolitical situation in the Middle East. According to the IMF, overall world output grew at 3.4% in 2025, same as in the previous year. Both ‘Advanced Economies and ‘Emerging Market and Developing Economies witnessed steady growth at 1.9% and 4.4% respectively.

India continued to be the fastest growing large economy, recording a strong performance during the year. According to latest NSO estimates, Indias GDP grew at 7.6% in 2025-26, increasing from 7.1% recorded in 2024-25. As shown in Table 1, although Agriculture saw a somewhat muted growth, all key sectors contributed to the improved performance during the year. Services, in particular, saw an impressive acceleration in activity in 2025-26.

Table 1: GDP Growth in India and Key Sectors

	2024-25	2025-26
with
Agriculture	4.2%	2.4%
Industry	8.3%	8.8%
Services	7.9%	9.0%
GDP	7.1%	7.6%

Source: National Statistical Office (NSO); Second Advance

Estimates

The global macroeconomic outlook was largely positive until the war broke out in the Middle East in February 2026. This its also impacts growth prospects of India, given its reliance on the Region for oil and gas imports. But the challenges go beyond that. If the situation persists, this risks into becoming a major supply shock, affecting prices and confidenceacross Africa the board significantly impacting economic activity, consumption and investment. Considering these risks, the RBI in its recent Monetary Policy Report released in April 2026 has projected growth to moderate to 6.9% in 2026-27, with further downside risks due to the prevailing conditions.

INFORMATION TECHNOLOGY (IT) SERVICES Service Portfolio and Opportunity

RPSG Ventures provides IT consultancy and support services to the power generation and distribution sectors. The Companys core strength lies in deployment of best-in-class IT solutions, backed by a strong blend of capabilities across both established and emerging technologies. This is reflected in its robust portfolio of over 350 applications and a highly skilled team in development, networking, IT infrastructure and cybersecurity. Box 2 presents its key services.

Box 2: RPSG Ventures Portfolio of IT Services

Application Development and Management.

I T Network & Infrastructure Setup, Operations and Maintenance (O&M).

Dat a Centre and Disaster Recovery solutions

Cyber Security Solutions, Operations and Governance.

Geographic Information System (GIS) solutions and validation of

Ope rational Technology (OT) Architecture Solutions

Smar t Building Solutions.

RVLs application portfolio supports the full spectrum of operations undertaken by power utilities including electricity billing, online consumer services, system monitoring, MIS reporting as well as management of generation and distribution assets. In addition, the Company has developed several cross-industry applications such as customer relations management (CRM), human resources management (HRMS), treasury management, cybersecurity, administrative and e-services, digital communication as well as applications for social media, mobility, analytics and cloud computing.

In 2025-26, these services were rendered to various Group entities including CESC Limited (CESC), Haldia Energy Limited (HEL), Dhariwal Infrastructure Limited (DIL), Crescent Power Limited (CPL) and the Groups distribution businesses in Rajasthan, Chandigarh and Maharashtra.

Operational Performance Services to Power Generation

During the year, RPSG Ventures supported generation plants of CESC, HEL and DIL through development and enhancement of integrated systems addressing key functional requirements. As a part of process re-engineering initiatives undertaken under the aegis of Project Drishti, relevant IT applications in the Generation division were appropriately modified to streamline workflows, standardize processes, and ensure readiness for integration with the planned ERP implementation. An important element of the Project was implementation of CESC Generation Data Lake to consolidate data from its three generating stations at Budge Budge, Haldia and

Chandrapur across key operational domains including fuel management, generation performance, ash management, operations & maintenance and asset health. By creating a single source of truth, the Data Lake enables delivery of integrated analytics and fact based operational reviews, materially improving decision quality and responsiveness at both station and leadership levels.

Other key projects implemented during the year include:

Saf ety incidents and observation management system, enabling systematic reporting, tracking, and analysis of safety-related events, thereby strengthening the overall safety culture and compliance framework.

Bio metric-enabled timesheet management system for Budge Budge Generating Station that enables seamlessly verification & attendance and facilitates accurate calculation of daily rental and consumable expenditures.

W orkflow driven application to support review and approval of purchasing decisions. The system enhances decision making through availability of relevant and timely data, strengthens internal controls and improves process agility through automation. It is also accessible through mobile devices.

Services to Power Distribution

RPSG Ventures undertook multiple application development and augmentation initiatives to support regulatory compliance, operational efficiency and improved customer engagement for CESC. These included system for Net Metering, Net Billing, and Gross Metering for Rooftop Solar consumers, along with billing support for Captive Solar consumers. CESCs customer Mobile App was upgraded to enable real-time tracking of location of technicians assigned to attend supply-related complaints. A web-based application was implemented for Asia Institute of Power Management (AIPM) to facilitate student enrolment and online fee payments for its training programs. To ensure resilience of infrastructure hosting the applications, all applications were migrated to a modern private cloud environment based on hyper-converged infrastructure technology. Additionally, a Disaster Recovery (DR) site was set up in a different seismic zone at Greater Noida, Uttar Pradesh, thereby strengthening capability for business continuity and systems availability.

Services to Distribution Franchises (DF)

RPSG Ventures Limited undertook several system enhancement initiatives to support operational efficiency and process integration across the Groups Distribution Franchisee (DF) operations.

In the case of Malegaon DF, multiple application modules were implemented with the objective of improving system accessibility, workflow integration and consumer service delivery. These included deployment of a Single Sign-On (SSO) Portal leveraging employee codes, providing seamless access to key applications. A new Bill Revision module was also implemented.

For Rajasthan DFs, upgrades were executed to address regulatory changes and enhance billing and reporting processes. These included Implementation of the Tariff Order applicable for 2025 and improvements in billing processes and CRM functionalities. Further, substantive changes were made to billing and reporting processes to improve accuracy, transparency and reconciliation.

IT Service Management

The Company strengthened its IT service governance framework through the implementation of a centralised Service Desk Portal to support effective monitoring and delivery of IT services. The portal enables users to log incidents, raise service and change requests through structured workflows.

The Service Desk provides users with visibility into request status and resolution timelines, enhancing transparency and improving overall service experience. From an operational perspective, the system supports improved process controls and better tracking of service performance metrics. This aligns the Companys IT service management practices with ITIL based standards, facilitating a disciplined approach to service delivery. In addition, the availability of process data and user feedback through the platform supports continuous review and improvement.

IT Infrastructure and Cyber Security

The Company follows a risk-centred approach to manage security vulnerabilities, with focus on proactive detection of weaknesses across its operating systems, applications and infrastructure. The comprehensive vulnerability effort management framework spans multiple components of the tech stack, including hosting environments, cloud infrastructure and application software, with the objective of timely risk mitigation and strengthening overall security posture.

In the previous year, the Company had embarked upon a "Tech Refresh" project involving the establishment of a modern private cloud environment employing hyper-converged infrastructure. This project was completed in 2025-26 thus providing a resilient, fail-safe platform aligned with the Companys business continuity and disaster recovery objectives. All mission critical applications have been migrated to the new platform and also replicated to the Disaster Recovery site in Greater Noida, thereby improving system availability and performance.

A DevSecOps solution was implemented to proactively identify security vulnerabilities during the application development lifecycle to improve software security and enhance faster time to market. In addition, a Risk Management Portal has also been developed to proactively record, evaluate and remediate all IT-related business risks. The Cyber Crisis Management Plan (CCMP) is in place for CESCs Generation and Distribution divisions, which have been drawn up as per the guidelines of National Critical Information Infrastructure Protection Centre (NCIIPC). The Information Security Management System (ISMS) journey has been further reinforced with the successful completion of the ISO 27001:2022 recertification compliant to the latest 2022 standard, thereby underlining the Companys commitment to maintaining robust cybersecurity and data protection standards.

Geographic Information System (GIS)

GIS applications enable capture and update of data on electrical assets regularly, and integrate them with other IT applications, thereby making the data available on a map for better utilisation in Distribution Network Management and Customer Relations Management. The GIS-based Consumer Indexing Project ensures last mile connectivity to the consumer, right from the substation, and has broadened the scope for its utilisation in electrical asset monitoring, loss calculation, new application processing and outage management.

Human Resources (HR)

RPSG Ventures Limited is focused on leveraging best-in-class HR practices to create an environment that ensures growth, development and well-being of its employees. Accordingly, all HR strategies are formulated keeping employees at the core and supporting them to contribute to organisational growth. During the year, significant made to review and align HR policies and processes with the needs of the business moving towards greater adoption of digital platforms and making them people friendly. The Company seeks to attract the best talent through its well-structured recruitment processes. These processes were streamlined during the year to enhance objectivity and transparency, including structured assessment and onboarding processes for better engagement. Learning and Development (L&D) remains a cornerstone of RVLs HR strategy, supporting its commitment to build a future-ready workforce. The Company has established a structured learning framework to equip employees with the skills required to meet evolving business demands and maintain a competitive edge.

During 2025–26, RVL delivered a wide range of training programmes, achieving a cumulative 244 man-days of learning.

Key focus areas included specialised programmes in cybersecurity and business analytics, along with regular training on Information Security Management Systems (ISMS) and cyber resilience. In addition, focused capability-building in Artificial Intelligence was undertaken under the flagship "AI Academy" programme, reflecting RVLs emphasis on building digital and emerging technology capabilities across the workforce.

RVL places strong focus on wellbeing and engagement of its workforce. Several initiatives are taken to improve working conditions and well-being of employees. It has effective, employee-friendly HR policies and processes that keep employee engagement high and enhance welfare. It also operates several reward and recognition programmes, including periodic public recognition forums in addition to on-the-spot acknowledgement. Communication meetings are also regularly organised by the leadership team to encourage a culture of listening by addressing employee queries and generating free flow of ideas. As on March 31, 2026, RPSG Ventures had 179 employees.

Financial Performance

Table 2 summarises the financial performance of RPSG Ventures Limited as a standalone entity. performance and has not been

Table 2: Abridged Financial Performance of RPSG Ventures (Standalone)

Rs in Crore

	2025-26	2024-25
Revenue from operations	270.5	225.5
Other Income	262.9	190.4
Total Income	533.4	415.9
Employee Benefit Expenses	102.4	89.9
Finance Costs	61.7	23.2
Depreciation	15.3	5.2
Operating & Other Expenses	108.1	98.2
Total Expenses	287.5	216.5
Profit Before Taxes (PBT)	245.9	199.4
Tax Expense	(65.8)	(51.0)
Profit After model to design, build and delivery	180.1	148.4
Basic & Diluted EPS (Rs)	54.43	44.84

Operating revenues of RPSG Ventures as a standalone entity increased by 19.9% from Rs 225.5 crore in 2024-25 to Rs 270.5 crore in 2025-26. Other income, also increased from Rs 190.4 crore in 2024-25 to Rs 262.9 crore in 2025-26. Consequently, total income (including other income) increased by 28.2% from Rs 415.9 crore in 2024-25 to Rs 533.4 crore in 2025-26. Total expenses grew by 32.8% from Rs 216.5 crore in 2024-25 to Rs 287.5 crore in 2025-26, primarily driven by higher finance costs and other operational expenses in order to support growth in revenue.

Profit before taxes (PBT) grew at 23.3% from Rs 199.4 crore in 2024-25 to Rs 245.9 crore in 2025-26, while profit after taxes (PAT) grew at 21.4% from Rs 148.4 crore in 2024-25 to Rs 180.1 crore 2025-26. Basic and Diluted earnings per share (EPS) increased from Rs 44.84 in 2024-25 to Rs 54.43 in 2025-26. Debt Equity Ratio, Trade Receivable Turnover Ratio, Net Working Capital Turnover Ratio and Interest Coverage Ratio worked out to 0.33, 9.34, 0.96 and 4.20 respectively for the financial year ended March 31, 2026 as against 0.10, 232.47, 0.68 and 7.71 respectively for the financial year ended March 31, 2025. Debt Equity Ratio has increased due to higher borrowings by the Company as compared to the previous year. Even after the higher borrowings, Debt Equity Ratio at the year-end is 0.33 only. Trade Receivables Turnover Ratio has decreased due to higher Trade Receivables at the year-end which was substantially realised subsequent to the year-end. Net Working Capital Turnover Ratio has increased due to higher revenue as compared to previous year. Interest Coverage Ratio has decreased due to higher finance cost as a result of higher borrowings.

The above key financialratios are for the Company as a standalone entity and changes in these Ratios are significant as defined Requirements) Regulations, 2015, i.e., over 25% compared to previous year. Inventory Turnover Ratio is not relevant to the Companys financial reported, as the Company does not carry any inventory.

BUSINESS PROCESS MANAGEMENT (BPM)

RPSG Ventures is present in the BPM industry through its subsidiary Firstsource Solutions Limited (‘Firstsource or ‘FSL), a publicly listed entity on Indian stock exchanges. RVL holds 53.66% stake in Firstsource.

Firstsource is a global intelligence partner for enterprises in healthcare, banking and financial services, communications, media and technology, and retail. With operations across the US, UK, India, Philippines, Mexico, Romania, Turkey, Trinidad & Tobago, South Africa, and Australia, Firstsource combines twenty-five years of domain expertise with an agent-first intelligent enterprise operations. Under its ‘Intelligence That Operates model, Firstsource underwrites outcomes not effort turning deep domain intelligence into compounding operational advantage for the worlds most regulated industries.

Firstsource acts as a trusted growth partner for over 200 leading global brands, including several Fortune 500, FTSE 100 and ASX200 companies. Box 3 provides some details of its client base.

Box 3: FSLs Client Profile

• Banking and Financial Services: Seven of the top 10 US credit card issuers, three of the top 6 retail banks in the UK, fourteen of the top 20 mortgage lenders & servicers in the US.

• Healthcare: Ten of the top 15 health plans/ managed care providers in the US; and over 200 hospitals in the US.

• Communication, Media and Technology: One of the top 2 broadcasting and media companies in UK, four of the top 5 telecom companies in the UK, three of the top 5 telecom and broadcasting companies in the US, and four of top 5 consumer tech companies in the US.

• Diverse: Four of the top 6 energy providers in the UK, and two of the top 10 Retailers in the UK.

FSL has 36,205 employees spread across US, UK, India, Philippines, Mexico, Romania, Turkey, Trinidad & Tobago, South Africa and Australia. In 2025-26, Firstsource received multiple awards and recognitions across its service areas. Everest Group recognized FSL as a ‘Leader in its Healthcare Payer Intelligent Operations PEAK Matrix Assessment 2026; ‘Leader and ‘Star Performer in its Banking Operations Services PEAK Matrix Assessment 2025; and ‘Major Contender and ‘Star Performer in its Financial Crime and Compliance Operations Services PEAK Matrix Assessment 2025. NelsonHall named Firstsource as a ‘Leader in Banking for both Operations Services and Process Automation Services and a ‘Leader in CX Services Transformation. Additionally, the ISG positioned Firstsource as a ‘Leader in both Generative AI Services and Contact Center CX Services. Firstsource was also named a ‘Horizon 3 Market Leader among the Best Service Providers for Mortgage Reinvention by HFS Research, recognizing FSLs tech- and digital-led transformation capabilities. Avasant rated Firstsource as a Leader in its Mortgage Business Process Transformation RadarView 2025.

Some other key recognitions beyond its service areas are mentioned below:

Rank ed #1 globally in the Professional Services in the S&P Global Sustainable1 assessment with an ESG and CSA score of 87.

Received the Golden Peacock Awards for ESG 2025.

Received an ‘A rating in Carbon Disclosure Project (CDP) Supplier Engagement Assessment and ‘B ratings in Carbon Disclosure Project (CDP) Climate and Water Security disclosures for FY 2025.

A warded a Bronze Medal in the 2026 EcoVadis assessment with a score of 70/100, ranking in the 81st percentile globally.

Recognized as Indias Best Companies To Work For 2025 and certified as a Great Place To Work across India and the Philippines.

Recognized among Indias Best Workplaces for Women 2025, Indias Top 25 Best Workplaces for IT & IT-BPM 2025, and the Top 50 Indias Best Workplaces ‘Building a Culture of Innovation by All 2025.

During the year, FSLs total consolidated income (including other income) increased by 19.9% from Rs 7,979.4 crore in 2024-25 to Rs 9,563.8 crore in 2025-26. Expenses increased at 18.9% from Rs 7,247.6 crore in 2024-25 to Rs 8,615.8 crore in 2025-26. PBT grew at 14.7% from Rs 740.7 crore in 2024-25 to Rs 849.8 crore in 2025-26, whereas PAT grew at 13.4% from Rs 594.5 crore in 2024-25 to Rs 674.4 crore in 2025-26.

FAST MOVING CONSUMER GOODS (FMCG)

RPSG Ventures has a presence in the FMCG business through its wholly owned subsidiary Guiltfree Industries Limited (GIL). GIL is currently present in the packaged snacks and personal care segments through its brands ‘Too Yumm!, ‘Naturali and ‘Within Beauty. GIL also has a 70% stake in Rajkot-based Apricot Foods Private Limited (AFPL) which markets snacks under the brand name ‘Evita. In the packaged snacks business, Too Yumm! is positioned as a "Tastier and Healthier" brand in segments such as potato chips, banana chips, Indian namkeen, Kids, makhana, bridges and extrudes. Key initiatives taken in 2025-26 are discussed below:

• Innovation: During the year, Too Yumm! expanded its portfolio with entry into new categories such as banana chips, oats and makhana. The brand also expanded its Kids portfolio with the launch of Cornado in the puffcorn category and introduction of a gourmet chips range. This was complemented with exciting flavour innovations such as Korean Karare and Triple Tadka chips.

• Brand Equity: Focus was on driving greater digital presence among Gen Z audiences through a mix of high-impact partnerships, content and on-ground sector experiences. Too Yumm! strengthened its sports association by partnering with LSG during IPL, alongside innovative outdoor and guerrilla activations that earned global recognition, including a Cannes Silver Lion. The brand also built strong pop-culture integrations with the Ananya Panday x K-Bomb Ramen manga-led campaign, which won Gold at afaqs!

Digies and Foxglove Awards. Additionally, Too Yumm! expanded its on-ground presence by partnering with

Gen Z-focused events and college campuses, creating immersive and engaging brand experiences.

• Distribution: GIL has built its footprint in 450+ cities and towns across India through a network of 4,000+ distributor and sub-distributors, that are in turn serviced through its 25 warehouses. The current reach of its distribution network stands at 300,000 general trade outlets. In organised retail, it further consolidated its presence in offline, e-commerce and quick commerce channels to reach over 6,500+ modern trade outlets and institutional customers. Notably, e-commerce and quick commerce channels delivered a strong 95% year-on-year revenue growth, underscoring their growing importance in driving scale and consumer access.

In the personal care business, ‘Naturali is positioned on delivering safe products with a superlative sensorial experience. During the year, the product offering was scaled up with entry in Fizz range, Curl range and Men range. Currently, the brand is present in 10+ sub-categories including shampoo, conditioner, hair masks, hair serums, moisturizer, face serums, face mask and sunscreen. Availability footprint was expanded across all e-commerce and quick commerce platforms.

During the year, GIL ventured into international markets, establishing an initial presence in the United States, United Kingdom, and Maldives. The company also participated in key international trade exhibitions, including Gulfood, World Food India, and Indus Food, receiving encouraging response from global buyers. Building on this, the company aims to expand its international footprint further in 2026 27.

GILs total consolidated income (including other income) stood at Rs 560.9 crores in 2025-26 as compared to Rs 557.5 Crore in 2024-25. The packaged snacks and personal care segments in India continue to present significant untapped potential, supported by rising consumer demand, evolving lifestyles, and increasing urbanisation. The companys near-term focus is to drive scale and innovation to augment efficiencies and value creation. It remains confident of growth in business volumes and enhanced performance in the future.

AYURVEDA

RPSG Ventures is present in the Ayurveda and wellness industry through its wholly owned subsidiary, Herbolab India Private Limited (Herbolab) which has a 150-year legacy. Herbolab operates a state-of-the-art, AYUSH-approved manufacturing facility in Silvassa, Dadra & Nagar Haveli, which is ISO 9001:2015 and GMP certified. Complementing its manufacturing capabilities is an R&D centre located in Thane, Maharashtra.

Herbolab has a portfolio of over 100 proprietary Ayurveda formulations, spanning multiple health categories. Its products are marketed under the flagship brand ‘Dr. Vaidyas, one of Indias largest Ayurveda brands in the direct-to-consumer (D2C) space. The companys formulations integrate time tested natural ingredients from both eastern and western medicinal traditions, offering effective solutions across a spectrum of health concerns including managing stress, sleep disorders, gut health, cognitive performance as well as chronic health conditions such as arthritis, joint pain and mobility challenges. In 2025-26, Dr. Vaidyas launched new products, while also introducing innovative delivery formats across four core categories: Fitness, Immunity & Wellness, Men & Women Health, and Sexual Wellness. Herbolab aspires to be a leader in personalised, natural healthcare solutions and envisions building a global naturals business rooted in Indias rich heritage, while adopting the principles of new-age consumer business to deliver sustained value to its stakeholders.

Total income (including other income) stood at Rs 25.4 crore in 2025-26, compared to Rs 24.4 crore in the previous year. Rising expenditure on healthcare, combined with a growing preference for natural and herbal products, has expanded the market for Ayurveda-based products. Additionally, Government of India initiatives promoting AYUSH systems and increasing consumer confidence in traditional wellness practices have further strengthened the sectors growth prospects.

REAL ESTATE

Quest Properties India Limited (QPIL), a wholly owned subsidiary of RPSG Ventures Limited, launched Kolkatas first upscale shopping mall, ‘Quest, in November 2013. Over the years, ‘Quest has become an iconic shopping centre brand with pan-India fame, winning several awards and accolades. Some of the awards and recognition received in 2025-26 include (i) Images Shopping Centre Awards for ‘Instore Designer-Marketing & Promotion, (ii) Realty Plus award for ‘Developer of the Year – Retail, (iii) Economic Times Award in the category ‘Developer of the Year - Retail (East) and (iv) EIILM Awards for ‘Shopping Center of the Year - Metro (East).

QPIL is also developing a residential project in the port-city of Haldia spread over 3.5 acre of land. The first phase of this project is complete, and the company is evaluating the timing for launching the balance phase.

The company is undertaking a major exercise to optimize the Quest malls brand mix considering its premium positioning and emerging trends and preferences of customers. This exercise includes a comprehensive upgrade of the external area tofascia as well as significant enhance the malls attractiveness and brand equity. Given that the project is being implemented while the mall otherwise remains operational, various development activities have been staggered and timeline for its completion currently stands at about one year.

This unfortunately impacts the mall revenue, especially from rentals as some concessions are provided judiciously to certain brands to account for the impact of this project. As a result, although there was a decline of 31% in footfalls in 2025-26, sales conversion was robust and the company was able to limit the decline in aggregate annual mall turnover to 3%. The company was also able to contain the impact of the project on its revenue from operations, which stood at Rs 136.7 crore in 2025-26, close to Rs 137.6 crore recorded in the previous year. In addition, there was a significant growth in other income by Rs 123.6 crore, majorly on account of capital gains arising from sale of certain investments in venture funds. Taking this into account, total income of QPIL increased by 87.5% from Rs 140.3 Crore in 2024-25 to Rs 263.1 crore in 2025-26. Total expenses increased from

Rs 92.0 crore in 2024-25 to Rs 113.9 crore in 2025-26 primarily due to increased finance costs. As a result, the profitbefore tax (PBT) increased from Rs 48.3 crore to Rs 149.2 crore over the same period. The outlook for discretionary consumer spend categories in India remains positive driven by growing disposable incomes and stable medium to long term growth prospects of the Indian economy. This augurs well for the outlook for premium and luxury retail sector in India. The project undertaken by the Company to refresh and upgrade the Quest mall will go a long way in improving its positioning these in the market, and therefore, its ability to benefit opportunities.

SPORTS

RPSG Ventures is present in the sports business through its subsidiary companies APA Services Private Limited, RPSG

Sports Private Limited (RPSG Sports) and RPSG Sports Ventures Private Limited (RSVPL). APAs subsidiary Kolkata Games and Sports Private Limited holds 80% stake in ATK Mohun Bagan Private Limited, which operates and manages the iconic football club Mohun Bagan Super Giant. RPSG Ventures holds a 51% stake in RPSG Sports, which holds the right to own and operate Lucknow Super Giants the Lucknow franchise of the Indian Premier League (IPL), the countrys prominent professional mens T20 cricket tournament. The remaining 49% stake in RPSG Sports is held by an unlisted company of the Group.

RPSG Ventures also holds a 51% stake in RSVPL, which holds 100% stake in RPSG Sports South Africa PTY Limited (RPSG SA). RPSG SA holds the right to own and operate Durbans Super Giants the Durban franchise of the South Africa T20 League (SA20). The remaining 49% stake in RSVPL is held by an unlisted company of the Group.

On 28th July 2025, RSVPL acquired 70% stake in Manchester Originals Limited which owns and operates a mens and a womens team participating in "The Hundred" cricket league organised by the England and Wales Cricket Board (ECB). The remaining 30% stake is held by Lancashire County Cricket Club Limited (LCCCL). Subsequent to the acquisition, on 15th January 2026 the team was renamed from Manchester Originals to Manchester Super Giants.

Lucknow Super Giants (LSG) is currently participating in its 5th IPL season in 2026. It has developed a strong fan base resulting in healthy ticket revenues and attractive sponsorships. These, coupled with revenues from central rights due from broadcast rights augurs well for the business. Durbans Super Giants participated in 4th season of SA20 league in 2025-26.

Mohun Bagan Super Giant (MBSG) participates in the Indian Super League (ISL), Asian championships and various other football competitions. MBSG won the 2025 IFA shield. The ISL Season 2025-26 started on 14th February 2026. Following the expiration of the Master Right Agreement (MRA) with Football Sports Development Limited (FSDL), the league is being managed by a joint effort involving AIFF and participating clubs.

CONSOLIDATED FINANCIAL RESULTS

Table 3 summarises the financial performance of RPSG Ventures Limited as a consolidated entity.

Table 3: Abridged Financial Performance of RPSG Ventures (Consolidated)

Rs in Crore

	2025-26	2024-25
Revenue from operations	11,323.1	9,608.3
Other Income	41.7	36.7
Total Income	11,364.8	9,645.0
Operating & Other Expenses	3,833.6	2,994.4
Employee Benefit Expenses	5,884.3	5,241.0
Finance Costs	871.9	737.0
Depreciation	486.9	370.0
Total Expenses	11,076.7	9,342.4
Share in Net Profit of	88.7	62.8
Associate and JVs
Profit Before Exceptional	376.8	365.4
Items and Taxes
Exceptional Items	(100.5)	8.8
Profit Before Taxes (PBT)	276.3	374.2
Tax Expense	(274.6)	(209.8)
Profit After	1.7	164.4

Total consolidated income (including other income) of RPSG Ventures grew at 17.8% during the year from Rs 9,645.0 crore in 2024-25 to Rs 11,364.8 crore in 2025-26. The BPM business segment was major contributor to this improvement in performance during the year.

Total expenses, which includes operating and other expenses, employee costs, depreciation and finance grew at 18.6% from Rs 9,342.4 crore in 2024-25 to Rs 11,076.7 crore in 2025-26. Profit before tax (PBT) after exceptional items stood at Rs 276.3 crore, compared to Rs 374.2 crore in the previous year. Profit after taxes (PAT) for 2025-26 was Rs 1.7 crore.

ENVIRONMENT SOCIAL GOVERNANCE (ESG)

RPSG Ventures is committed to responsible business practices to promote sustainable and inclusive growth of the ecosystem in which it operates. It has embraced ESG principles in line with the vision of RP Sanjiv Goenka Group, incorporating them into its operations both as a risk mitigation tool and for long-term value creation. A detailed and structured presentation of the Companys on ESG initiatives in 2025-26 can be found in the Report on Corporate Governance (‘Annexure B), Additional Shareholder Information (‘Annexure C), Report on Corporate Social Responsibility Activities (‘Annexure D) and Business Responsibility and Sustainability Report (‘Annexure E), which form a part of this Annual Report.

INTERNAL CONTROLS

RPSG Ventures internal control systems are commensurate with the size and nature of its operations. Policies, procedures and authorisation guidelines in this respect are well documented to ensure that all transactions are properly authorised, recorded and reported, and all applicable laws and regulations are complied with.

The effectiveness of internal control mechanism is tested and certified by a process of Internal Audit. Major audit observations and follow-up actions placed before the Audit Committee which reviews and monitors the same, where necessary. Internal Audit also assesses the effectiveness of risk management and governance process.

RISKS AND CONCERNS

RVLs risk management framework consists of identification of risks, assessment of their nature, severity and potential impact, and measures to mitigate them. Risk Management function is spearheaded by the Risk Management Committee of the Company, whose details are contained in the Report on Corporate Governance (‘Annexure B) which form part of this Annual Report. The Company has identified the following key areas of risks and concerns.

Macroeconomic Risks

The war in Middle East has resulted in considerable uncertainties, significantly affecting the macroeconomic outlook especially for emerging market economies. This also impacts India and will result in moderation in economic activity in 2026-27 something already noted by the RBI incosts, its latest policy assessment. As the Companys services are primarily aimed at the power sector, its fortunes are closely tied with the health of the sector. Therefore, any deterioration in the outlook for the power sector can affect the Company through rationalisation of IT projects and spends. The Company recognises these risks. So far, the Indian economy has fared well. India is also likely to continue to be one of the best performing large economies in 2026-27. RVL also believes that the demand for electricity, being an essential service, will continue to be relatively insulated even if the economic environment worsens, thereby limiting its impact on the Companys performance.

As far as the other macroeconomic risks are concerned, it believes that the potential impact of this class of risks is contained given the size of its operations, reasonable debt exposure at standalone level and no direct exposure to foreign currency movements.

Operational Risks

Key operational risks include reliance on a limited number of clients and sectors, keeping up with technology and related advancements to stay competitive, need to attract and retain talent and ensure adequate employee utilisation to maintain profitability and monitoring customer satisfaction. This also includes risks arising out of possible failure to comply with laws and regulations or possible failure to successfully meet our contractual obligations including IT security and related services, leading to fines, penalties and lengthy litigations The Company addresses these risks through a well-structured framework which assigns ownership to monitor and mitigate the risks. It strives to expand its client-base beyond the Group as well as the power sector in the future. It believes its HR policies and processes effectively mitigate some of the employee related risks.

Regulatory Risks

The Company is subject to data privacy laws and related rules and regulations that could have material adverse effect on the business. It is also subject to labour laws and regulations governing its relationships with employees and contractors.

RVL is conscious of these risks and believes that its governance policies and procedures ensure transparency in operations, timely disclosures and adherence to regulatory compliances.

Cautionary Statement

The financial statements appearing above are in conformity with accounting principles generally accepted in India. The statements in the report which may be considered ‘forward looking statements within the meaning of applicable laws and regulations, have been based upon current expectations and projection about future events. The management cannot, however, guarantee that these forward looking statements will be realised or achieved.

For and on behalf of the Board of Directors
	Dr Sanjiv Goenka
Date: May 21, 2026	Chairman
Place: Kolkata	DIN: 00074796