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 IT services, which constitute 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.

Guiltfree Industries Limited which, along with 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.

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

APA Services Private Limited, which through its subsidiaries, operates and manages the iconic football club ‘Mohun Bagan Super Giant.

RPSG Sports Private Limited and RPSG South Africa Pty Limited own and operate the ‘Lucknow Super Giants franchise of the Indian Premier League and the ‘Durban Super Giants franchise of the South Africa T20 League 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

Despite headwinds from geopolitical situation in Ukraine and the Middle East, 2024 saw a steady decline in inflation and a stable global economic performance. According to the IMF, overall world output grew at 3.3% in 2024, reflecting a marginal deceleration from 3.5% in 2023. While the Advanced Economies recorded an improvement, the Emerging Market and Developing Economies witnessed a small decline, resulting in the deceleration in global GDP.

Indias economic performance was also impacted. According to latest NSO estimates, Indias GDP grew at 6.5% in FY 2024-25, decelerating from 9.2% in 2023-24. As shown in Table 1, the decline in GDP was driven by poor performance of Industry and the Services sectors. In contrast, Agriculture saw considerable acceleration in activity in FY 2024-25.

Table 1: GDP Growth in India and Key Sectors

	FY 2024-25	FY 2023-24
Agriculture	4.6%	2.7%
Industry	5.6%	10.8%
Services	7.3%	9.0%
GDP	6.5%	9.2%

Source: National Statistical Office(NSO); Second Advance Estimates

The Indian economy is reflecting a positive outlook in terms of both demand and investment. Prospects of the agriculture sector remain bright with expectations of a normal southwest monsoon, which augurs well for rural demand. Manufacturing activity is also showing signs of revival, while the Services sector continues to be resilient. On the flipside, there are considerable uncertainties surrounding the new tariff measures announced by the US, and their impact on trade and output. This is likely to affect external sector demand, especially merchandise trade. Considering these risks, the RBI in its recent Monetary Policy Report released in April 2025 has projected growth to continue to be at its current level of 6.5% in FY 2025-26.

INFORMATION TECHNOLOGY (IT) SERVICES Service Portfolio and Opportunity

RPSG Ventures currently provides IT consultancy and support services in power generation and distribution sectors. Its core strength includes deploying best-in-class IT solutions through a robust mix of capabilities in existing and emerging technologies which is reflected in its portfolio of 350+ applications developed in-house. These capabilities are further enhanced by its strong team with diverse skills in application development, networking, IT infrastructure and security. Box 2 presents key services provided by the Company.

RVLs applications cover the entire range of activities carried out by power utilities. These include electricity billing, online consumer services, monitoring, MIS reporting as well as management of generation and distribution assets. Besides, there are applications that can be utilised across industries include customer relations (CRM), human resources (HRMS), treasury management system, cyber security, administration, e-services, digital communication solutions, applications in social media, mobility, analytics and cloud computing. In FY 2024-25, such services were provided to various Group entities including CESC Limited (CESC), Haldia Energy Limited (HEL), Dhariwal Infrastructure Limited (DIL) and the Groups distribution franchisees (DFs) in Rajasthan and Maharashtra.

Operational Performance

Important initiatives undertaken by RPSG Ventures in key service areas in FY 2024-25 are presented below:

Services to Power Generation

RPSG Ventures has developed a suite of integrated systems to address critical functional requirements across all generation plants and offices of CESC, HEL and DIL. It has also successfully deployed a web portal to provide real-time visibility of the Daily Generation MIS dashboards across CESCs generating stations. This platform has been further enhanced with advanced data analytics, empowering the leadership with actionable insights.

The Company implemented a Centralised Safety Management Portal, enabling plant personnel to seamlessly log safety observations and track resolutions. The portal also features integrated analytics, offering valuable insights for continuous safety improvements and fostering a proactive safety culture across operations. A Machine Learning-based module is currently under development as a Proof of Concept (POC) to predict optimal values of key performance indicators (KPIs), which will further support data-driven operational excellence.

Services to Power Distribution

RPSG Ventures implemented several consumer-centric initiatives for CESC in FY 2024-25. Some of these include: (i) modification of the name change process where the transferor is deceased, (ii) provision for applying for Green Power tariff, (iii) generation of welcome emailers for new consumers, (iv) revamping of the mobile app, and (v) transition of IVR system to a new cloud platform to enhance performance and scalability. A new billing component was also introduced in ofthe billing process, which resulted in a significant CESCs revenue. A number of mission critical applications were migrated to a new state-of-the-art private cloud infrastructure using hyper-converged technology. In the area of analytics, a dashboard related to collection efficiency was developed to facilitate better decision making at the corporate level.

Services to Distribution Franchises (DF)

In the case of Malegaon DF, the mobile apps for processes relating to recovery of outstanding dues saw significant improvements. For Rajasthan DFs, improvements in billing process and recovery of special fuel surcharge in the billing system has ensured regulatory compliance along with increased cashflows. For ease of payment, QR code was introduced in consumer bills. The Company also undertook modifications in the CRM system to enhance ease of operations. All applications for Malegaon and Rajasthan DFs were successfully migrated to a state-of-the-art private cloud infrastructure to ensure failsafe and seamless operations.

IT Infrastructure and Cyber Security

A risk-centred approach is in place for managing vulnerabilities for proactively detecting potential security weaknesses in both operating systems and applications. The objective is to address these vulnerabilities promptly and efficiently. This comprehensive vulnerability management initiative covers the various levels of the tech stack, including hosting and cloud environments, as well as application software. In FY 2024-25, the Company embarked upon a "Tech Refresh" project involving set-up of a state-of-the-art private cloud infrastructure using hyper-converged technology. This will provide a robust, failsafe platform in line with the business continuity plan. Several mission critical applications have already been migrated to this new platform. A Privileged Access Management (PAM) was also implemented to monitor, record and manage any access to all critical software applications. An in-house risk management portal has also been developed to proactively record, evaluate and remedy all IT related business risks.

The Cyber Crisis Management Plan (CCMP) is in place for CESCs Generation and Distribution divisions, which have been submitted to National Critical Information Infrastructure Protection Centre (NCIIPC) for their review and approval. The Information Security Management System (ISMS) journey was further reinforced in FY 2024-25 with the successful completion of the ISO 27001 recertificationto the latest 2022 standard, underlining the 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 newly developed 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) axes (PAT)

RPSG Ventures has a structured policy for acquisition of talent from outside the organisation as well as nurturing and developing internal resources through appropriate learning and development (L&D) interventions. Fresh talent is sourced from premier technical institutes, whereas lateral recruitment is carried out based on the need to build capability, where required.

Learning and Development (L&D) continues to be the cornerstone of RVLs HR strategy. The Company has established a robust framework for delivering training and learning interventions to equip employees with the skills needed to meet evolving business demands and desired competitive advantage. During FY 2024-25, it conducted various training programmes, achieving a cumulative 289 man-days of training. Specialised programmes were organised on cybersecurity and business analytics. A self-paced e-learning module was introduced during the year to enhance organisational awareness on POSH (Prevention of Sexual Harassment) compliance.

The Company also introduced, during the year, certain HR initiatives such as (a) a flagship initiative designed to build a strong internal leadership pipeline; (b) a platform to learn from industry and domain experts and (c) a programme to promote knowledge sharing and recognise the contributions of inhouse subject matter experts. RVL also adhered to its system driven process of annual performance appraisal, which incorporates a structured reward and recognition process to foster a performance-based culture. RVL has effective, employee-friendly HR policies and processes that keep employee engagement high and enhance welfare. Communication meetings are regularly organised by the leadership team to percolate client expectations, address queries of employees and generate a free flow of ideas. As on March 31, 2025, RPSG Ventures had 160 employees.

Financial Performance

Table 2 summarises the financial performance of RPSG Ventures Limited as a standalone entity.

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

Crore

	FY 2024-25	FY 2023-24
Revenue from operations	225.5	161.5
Other Income	190.4	159.6
Total Income	415.9	321.1
Employee Benefit Expenses	89.9	48.4
Finance Costs	23.2	15.1
Depreciation	5.2	2.7
Other Expenses	98.2	76.8
Total Expenses	216.5	143.0
Profit Before Taxes (PBT)	199.4	178.1
Tax Expense	(51.0)	(48.8)
Profit After	148.4	129.3
Basic & Diluted EPS ()	44.84	43.42

Operating revenues of RPSG Ventures as a standalone entity increased by 39.6% from 161.5 Crore in FY 2023-24 to 225.5 Crore FY 2024-25. Other income, also increased from 159.6 Crore in FY 2023-24 to 190.4 Crore in FY 2024-25. Consequently, total income (including other income) increased by 29.5% from 321.1 Crore in FY 2023-24 to 415.9 Crore in FY 2024-25. Total expenses increased by 51.4% from 143 Crore in FY 2023-24 to 216.5 Crore in FY 2024-25, primarily driven by higher employee benefit expenses and other expenses. Profit before taxes (PBT) grew at 12.0% from178.1 Crore in FY 2023-24 to 199.4 Crore in FY 2024-25, while profit after taxes (PAT) grew at 14.8% from 129.3 Crore in FY 2023-24 to 148.4 Crore FY 2024-25. Basic & Diluted earnings per share (EPS) increased from 43.42 in FY 2023-24 to 44.84 in FY 2024-25.

Debt Equity Ratio, Return on Net worth and Operating Profit Ratio worked out to 0.10, 5.33% and 14.27% respectively for the financial 5.17% and 20.84% respectively for the financial year ended March 31, 2024. Debt Equity Ratio has increased due to higher borrowing by the Company as compared to the previous year. Return on Net-worth has increased marginally mainly due to higher Profit as compared to the previous year. Operating Profit Ratio has decreased as operating profit remain almost similar to that of the previous year due to higher operating expenses inspite of higher revenue. The above key financial ratios are for the

Company as a standalone entity and changes in these Ratios and are significant Disclosure Requirements) Regulations, 2015, i.e., over 25% compared to previous year. Inventory Turnover Ratio is not relevant to the Companys financial performance and has not been 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 leader providing business process solutions and services spanning the customer lifecycle across Healthcare, Banking and Financial Services, Communications, Media and Technology, Retail, and other diverse industries. With a global footprint across US, UK, India, Philippines, Mexico, Romania, Turkey, Trinidad & Tobago, South Africa, and Australia, we ‘make it happen for our clients, solving their biggest challenges with hyper-focused, domain-centered teams and cutting-edge tech, data and analytics. Our inch-wide, mile-deep practitioners work collaboratively, leveraging UnBPOTM our differentiated approach to reimagining traditional outsourcing to deliver real-world, future-focused solutions that drive speed, scale, and smarter decision, turning transformation into tangible results for our clients.

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.

FSL has 34,651 employees spread across US, UK, India, Philippines, Mexico, Romania, Turkey, Trinidad & Tobago, South Africa, and Australia. In FY 2024-25, Firstsource received multiple awards and recognitions across its service areas. Everest Group recognised it as a ‘Market Leader in Healthcare Payer BPaaS Solutions PEAK Matrix Assessment 2024, ‘Major Contender & ‘Star Performer in RCM Operations PEAK Matrix Assessment 2024 and a ‘Market Leader in Lending Services Operations PEAK Matrix Assessment 2024. The Everest Group also recognised it as ‘Front-Runner for Gen AI capabilities in the report ‘AI-deas to Action: Operationalizing Generative AI in Healthcare Payer. The company was also recognised as a ‘Leader in Mortgage Business Process Transformation 2024 RadarViewTM by Avasant and a ‘Disruptor in HFS Horizons HCP Service Providers, 2024 by HFS Research.

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

Ranked in the top 99th percentile on the Dow Jones Sustainability Index in FY 2023-24 with a CSA and ESG Score of 81 each.

S&P Global recognised Firstsource as an ‘Industry Mover and in Top 5% of S&P Global CSA score. It was also included in the Sustainability Yearbook 2025.

Received a ‘Silver medal from EcoVadis with a rating of 71/100, placing it in the top 91st percentile and recognised as Carbon Management Level ‘Leader.

Received a rating of "B" for FY 2023-24 from Carbon Disclosure Project (CDP).

Awarded under ‘Best First Time Responder category at the Workforce Disclosure Initiative (WDI) Awards 2024.

Firstsource is Great Place To WorkR CertifiedTM in four of its key regions in 2024 India, the Philippines, the UK, and the USA.

Recognised among the Top 50 Indias Best Workplaces ‘Building a Culture of Innovation by All 2025 (Large of the top 20 mortgage Category) by Great Place To WorkR.

During the year, FSLs total consolidated income (including other income) increased by 25.2% from 6,373.1 Crore in FY 2023-24 to 7,979.4 Crore in FY 2024-25. Expenses grew at 26.2% from 5,743.4 Crore in FY 2023-24 to 7,247.6 Crore in FY 2024-25. PBT grew at 17.6% from 629.7 Crore in FY 2023-24 to 740.7 Crore in FY 2024-25, whereas PAT grew at 15.5% from 514.7 Crore in FY 2023-24 to 594.5 Crore in FY 2024-25.

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.

GIL has established Too Yumm! as a differentiated brand positioned as "Tastier and Healthier" snacks that operates across all major segments in savoury snacking space such as Potato Chips, Indian Namkeen, Kids and Bridges. The Company has identified innovation, brand equity and distribution as its strategic priorities. Key initiatives in these areas in FY 2024-25 are discussed below:

• Innovation: FY 2024-25 marked the Too Yumm! brands extension beyond snacks, with entry into the noodles category with a sub-brand ‘K-Bomb that shows great promise. K-Bomb was launched in the premium noodles segment with a range of 3 products a Korean, a Thai and an Indonesia inspired variant. During the year, GIL also extended its highly successful Bhoot franchise with the launch of very disruptive Spicy and Icy Bhoot chips.

• Brand Equity: Focus was on achieving greater digital salience and leveraging associations with sports (IPL), e-sports and music, with the Gen Z audience in mind. GIL continued its association with high impact properties like Big Boss OTT to build wide awareness for its brand and products. The company continued to build on its capabilities in influencer marketing with high impact campaigns leveraging macro and micro influencers. To curate a wholistic brand experience for its consumers, GIL pioneered "TooYumm! food truck" concept in India where trained chefs curated tasty recipes using TooYumm! snacks and noodles.

• Distribution: GIL has built its footprint in 500+ cities and towns across India through a network of 4000+ distributor and sub-distributors, that are in turn serviced through its 23 warehouses. The current reach of its distribution network stands at 350,000 general trade outlets. In the organised retail, it has further consolidated its presence in offline, e-commerce and quick commerce channels, allowing it to reach over 7,000+ modern trade outlets and institutional customers.

In the personal care business, GILs brand ‘Naturali, is positioned on resolving the consumer dilemma of choosing between superlative sensorial experience versus safe to use products. During the year, the product offering under the brand was scaled up from shampoo and conditioners to 10+ sub-categories like hair masks, hair serums, face serums and sunscreen. At the same time, the availability footprint was expanded across all e-commerce and quick commerce platforms. The brand proposition was also strengthened through awareness build-up by working with 1000+ content creators. The company is investing in building strong in-house capabilities in R&D, content creation, digital and influencer marketing to maintain high quality and agility. AFPL continued to face challenges in FY 2024-25 due to heightened competition in the market. However, it is encouraging to note that the de-growth in the business was effectively arrested during the year. Key strategic initiatives including onboarding of new distributors, strengthening the sales and distribution network, and a firm emphasis on maintaining commercial hygiene have collectively positioned the company on a solid platform for sustainable growth in the coming years.

GILs total consolidated income (including other income) grew by 16.8 % from 477.4 Crore in FY 2023-24 to 557.5 Crore in FY 2024-25. This growth reflects the companys resilience and continued efforts towards operational improvements amidst a challenging market environment. 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 actively engaged in the Ayurveda and wellness industry through its wholly owned subsidiary, Herbolab India Private Limited (Herbolab). With a distinguished 150-year legacy, Herbolab offers a diverse portfolio of over 100 proprietary Ayurveda formulations, spanning multiple health categories including Immunity, Weight Management, Respiratory Care, Womens Health, and Mens Health all approved by the Ministry of AYUSH.

Herbolab operates as a vertically integrated business, with a state-of-the-art, AYUSH-approved manufacturing facility in Silvassa, Dadra & Nagar Haveli, which is ISO 9001:2015 and GMP certified. Complementing its is an R&D centre located in Thane, Maharashtra, which focuses on developing innovative and consumer friendly product formats. The company is a pioneer in introducing modern, convenient delivery formats such as effervescent tablets, gummies, and powders, in addition to conventional tablets, capsules, and oils.

Herbolabs products are marketed under the flagship brand ‘Dr. Vaidyas , one of Indias largest Ayurveda brands in the direct-to-consumer (D2C) space. In FY 2024-25, Dr. Vaidyas launched over 10 new products, introducing innovative delivery formats across five core categories: Fitness, Immunity & Wellness, Mens Health, Digestion, and Piles. The companys formulations integrate time-tested natural ingredients from both eastern and western medicinal traditions, offering effective solutions across a spectrum of health concerns through the following brands:

• ‘three60: Focused on managing stress and related concerns such as sleep disorders, gut health, cognitive performance, and overall vitality. This product range currently includes 8 products.

• ‘three60+: Designed to support individuals with chronic health conditions such as arthritis, joint pain, and mobility challenges. This product range currently includes 4 products. Two new product launches were made in the diabetes and sugar management space under its "DiaBeatEase" range.

Herbolabs sales are driven by its own online platforms www.drvaidyas.com and www.three60wellness.in as well as through leading e-commerce marketplaces. Within existing core product categories, five key SKUs Apple Cider Vinegar (ACV) Juice, ACV Effervescent, Shilajit Softgel, Piles Care, and Liver Care have together contributed 44% of total business. Notably, the Companys transition from non-soft gel resins to soft gel capsules has significantly strengthened its positioning, particularly within the Mens Health segment. In addition, it offers free doctor consultations (both online parts of the common area to enhance and offline) and a comprehensive ecosystem of services including at-home physiotherapy, therapeutic massages, vital sign monitoring, and self-assessment tools, to further enrich customer experience.

Herbolab aspires to be a leader in personalised, natural healthcare solutions, underpinned by innovation, differentiated brand strategies, and a consumer-centric approach. The company 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. To realise this vision, Herbolab has assembled an accomplished leadership team with expertise in the wellness industry, digital marketing, and online business management.

The total income (including other income) stood at 24.4 Crore in FY 2024-25, compared to 33.4 Crore in the previous year. Rising consumer expenditure on healthcare, combined with a growing preference for natural and herbal products, has significantly expanded the market for Ayurveda-based products and health supplements. Additionally, Government of India initiatives promoting AYUSH systems and increasing consumer further strengthened the sectors growth prospects which also benefits Herbolab.

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 FY 2024-25 were:

"Mapic India Retail Summit Awards 2024" in the category of "Most Admired Shopping centre of the year Metro East 2024"

"Shop FWD Awards 2024" in the category of "Jury Recognition Shopping Centre Metro East 2024" by ET Retail

"Encon Awards 2024" in the category of "Recognition in excellence in energy conservation 2024" by Confederation of Indian Industry, Eastern Region QPIL is also developing a residential project in the port-city of Haldia spread over 3.5 acre of land. The first this project is complete, and the Company is evaluating the timing for launching the balance phase.

As mentioned in the last years report, the Company is undertaking a major exercise to optimise the Quest malls brand mix considering its premium positioning and emerging trends and preferences of customers. Apart from repositioning of the brand layout across the mall, this exercise includes a comprehensive upgrade of the external fascia as thewell as significant 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 two years.

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. Revenues in FY 2024-25 were also impacted by the non-operational food-court, which is a primary driver of footfalls. This was the case for a major part of FY 2024-25, as revamping of the food court was completed in January 2025. Overall, the mall saw a 17% drop in vehicle traffic and a 3% drop in footfall in FY 2024-25. Despite this, the Company was able to contain the impact, with revenue from operations remaining at about the same level as the last year. However, there was a fall in other income by 14.0 Crore, due to reduction in income from certain investments in venture funds and financial Taking this into account, total income of QPIL reduced by 9.3% from 154.6 Crore in FY 2023-24 to 140.3 Crore in FY 2024-25. Total expenses increased from 84.6 Crore in FY 2023-24 to 92.0 Crore in FY 2024-25 primarily due to losses from write-off / disposal of property, plant and equipment during re-construction of the food court. As a result, its profit before tax (PBT) came down from 70.0 Crore to 48.3 Crore over the same period.

Even as global sentiment for premium and luxury segments has taken a hit in recent times, the market outlook for these discretionary consumer spend categories in India remain 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 in the market, and therefore, its ability to benefit from these 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 preeminent 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 Durban axes (PAT) 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.

In February 2025, RSVPL was declared the successful bidder by the England and Wales Cricket Board (ECB) for acquisition of a controlling equity stake in Manchester Originals Limited, which owns and operates a mens team and a womens team participating in "The Hundred" cricket league organised by the ECB. RSVPL is in the process of negotiating, finalisingand executing definitive documents to complete the acquisition.

Cricket

Lucknow Super Giants (LSG) is currently participating in its 4th IPL season in 2025. It has developed a strong fan base and enjoys 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 3rd season of SA20 league in FY 2024-25 and has started to develop a robust fan base coupled with increase in sponsorship revenues.

Football

Mohun Bagan Super Giant (MBSG) participates in the Indian Super League (ISL), Asian championships and various other football competitions. MBSG was crowned ISL Shield Champion for the second consecutive year and won the ISL Cup in the FY 2024-25 season. It also reached the final of the Durand Cup in FY 2024-25. MBSG has also qualified for the prestigious AFC Champions League 2 for the second consecutive year, with matches scheduled from September 2025.

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)

Crore

	FY 2024-25	FY 2023-24
Revenue from operations	9,608.3	7,950.9
Other Income	36.7	55.6
Total Income	9,645.0	8,006.5
Operating & Other Expenses	2,994.4	2,600.4
Employee Benefit Expenses	5,241.0	4,099.6
Finance Costs	737.0	626.8
Depreciation	370.0	301.7
Total Expenses	9,342.4	7,628.5
Share in Net Profit of	62.8	(1.2)
Associate and JVs
Profit Before Exceptional	365.4	376.8
Items and Taxes
Exceptional Items	8.8	-
Profit Before Taxes (PBT)	374.2	376.8
Tax Expense	(209.8)	(179.8)
Profit After	164.4	197.0

Total consolidated income (including other income) of RPSG Ventures grew at 20.5% during the year from 8,006.5 Crore in FY 2023-24 to 9,645.0 Crore in FY 2024-25. 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 costs, grew at 22.5% from 7,628.5 Crore in FY 2023-24 to 9,342.4 Crore in FY 2024-25. Profit before tax (PBT) after exceptional items remained stable at 374.2 Crore, compared to 376.8 Crore in the previous year. Profit after taxes (PAT) for the year stood at 164.4 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 FY 2024-25 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 Audit. Major audit and certified and monitoring customer satisfaction. This 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

While the Indian economic environment continues to be stable, there are considerable uncertainties emanating from the new tariff policies announced by the US. This can significantly impact trade and investment flows, and result in lower economic growth. 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. Despite a deceleration in FY 2024-25, the Indian economy continues to be stable and the outlook for FY 2024-25 remains positive. While the full impact of the global uncertainties around trade and investment flows are still not clear, there is a general agreement that fuel prices are likely to moderate in FY 2025-26. 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 include 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.