Raconteur Global Resources Ltd

To,

The Members,

Raconteur Global Resources Limited (Formerly known as Ganesh Films India Limited)

Your directors have pleasure in presenting the 7th Board of Director's Report of your Company together with the Standalone Audited Financial Statements along with Auditors' Report for the Financial Year ended 31st March, 2025.

The performance of your Company for the Financial Year ended on 31st March, 2025 is summarized below:

(Amount in Lakhs)

During the year, your Company recorded Total Income of Rs. 50.7 Lakhs (previous year Rs. 171.57 Lakhs). After all the financial adjustments, the company has earned a net profit after tax of Rs. 16.43 Lakhs.

The Authorized Share Capital as at 31^st March, 2025 stood at Rs. 7,00,00,000/- (Rupees Seven Crores only) divided into 7000000 (Seventy Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each and the paid-up Equity Share Capital as at 31^st March, 2025 stood at Rs. 5,21,35,610/- (Rupees Five Crores Twenty-One Lakhs Thirty-Five Thousand Six Hundred Ten Only) divided into 5213561 (Fifty-Two Lakh Thirteen Thousand Five Hundred Sixty-One) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, the company has made allotment of 2205877 (Twenty-Two Lakh Five Thousand Eight Hundred Seventy- Seven) Equity Shares on 8^th May, 2024 via Preferential Allotment which was duly approved by the members of the Company their Extra Ordinary General Meeting held on 29^th March, 2024.

Therefore, the company's paid up share capital as on 31^st March, 2025 stands at Rs. 5,21,35,610/- (Rupees Five Crores Twenty-One Lakhs Thirty-Five Thousand Six Hundred Ten Only).

For the Financial Year ended 31^st March, 2025, the Company has not proposed to carry any amount to the General Reserve Account.

In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended 31^st March, 2025.

As on 31^st March, 2025 the company have NIL Secured Loans. The details of the unsecured loans taken by the company are elaborated under the financial statements for the financial year ended on 31^st March, 2025.

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

After closure of the financial year 2024-25, the company has taken the approval from the members dated 17^th June, 2025 via conducting Postal Ballot and have altered its object clause, after the existing clause (A) (3) of the Memorandum of Association of the Company.

The Company has received the request from Mr. Gaurav Kumar, erstwhile Promoter and Annaya Management Consultancy Private Limited, erstwhile member of Promoter Group of the Company through its Director, Mr. Gaurav Kumar has submitted the request to re-classify their status from “Promoter/Promoter Group” to “Public” Category vide their letter dated 4th July, 2024 and the Company has intimated the same to the stock exchange vide its announcement dated 4th July, 2024. The reclassification was approved by the Members of the Company at their 6th Annual General Meeting held on 22nd August, 2024 held through Video Conference (“VC”)/ Other Audio Visual Means (“OAVM”), which was further approved by the Stock Exchange on 3rd January, 2025.

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

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

However, the company has taken the approval from the members dated 17^th June, 2025 via conducting Postal Ballot for amending the object clause of the Memorandum of Association of the Company as mentioned in the item number 1(f).

In conformity with the provision of Regulation 34 of SEBI (Listing Obligations Disclosure Requirements), Regulations, 2015, the required disclosures for the year ended 31^st March, 2025 are annexed hereto.

• During the Financial Year ended 31^st March, 2025, the following changes were made in the Board of Directors of the Company:

1) On receiving recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Ajit Kumar Tripathy (DIN: 07264159) as Additional Director (Non-Executive) on Board of the company w.e.f 10^th June, 2024. Further the shareholders at their Annual General Meeting held on 22nd August, 2024 has regularized his appointment.

2) On receiving recommendation of the Nomination and Remuneration Committee, the Board appointed Ms. Hina (DIN: 09534689) as Additional Director (Executive) of the Company and further changed her Designation to Whole Time Director of the Company with effect from 14^th January, 2025. Further her appointment was regularized by shareholders at their Extra-Ordinary General Meeting held on 2^nd May, 2025 i:e, after closure of financial year 2024-25.

3) On receiving recommendation of the Nomination and Remuneration Committee, The Board appointed Mr. Surinder Kalra (DIN: 10779178) as Additional Director (Executive) of the Company and further changed his Designation to Whole Time Director- of the Company with effect from 14^th January, 2025. Further his appointment was regularized by shareholders at their Extra-Ordinary General Meeting held on 2^nd May, 2025 i:e, after closure of financial year 2024-25.

4) Mr. Rajiv Vashisht (DIN: 02985977) Resigned from the office of Managing Director of the Company with effect from 14^th January, 2025.

5) Mr. Ramaswamy Ravikumar (DIN: 09726928) Resigned from the office of Non-Executive Independent Director of the Company w.e.f. Closure of business hours on 29^th January, 2025, due to preoccupation.

6) Ms. Sahara Sharma (DIN: 07682859) and Mr. Ajit Kumar Tripathy

(DIN: 07264159) Resigned from the office of Non-Executive NonIndependent Director of the Company, w.e.f. Closure of business hours on 10^th March, 2025.

7) On receiving recommendation of the Nomination and Remuneration Committee, The Board appointed Mr. Shah Adnan Khan (DIN: 10985412) as Additional Director (Executive) of the Company and further changed his Designation to Whole Time Director of the Company with effect from 19^th March, 2025. Further his appointment was regularized by shareholders at their Extra-Ordinary General Meeting held on 2^nd May, 2025 i:e, after closure of financial year 202425 and he has tendered his resignation on 15^th May, 2025.

8) On receiving recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Yogesh Singh Rana (DIN: 05304811) as Additional Director (Executive) of the Company and further changed his Designation to Whole Time Director of the Company with effect from 15th May, 2025. Further his appointment was regularized by shareholders dated 17th June, 2025 via conducting Postal Ballot i:e, after closure of financial year 2024-25.

The following changes were made in the Key Managerial Personnel of the Company during the Financial Year ended 31^st March, 2025;

1) Ms. Navkiran Kaur Resigned from the office of Company Secretary & Compliance Officer of the Company with effect from 5^th November, 2024.

2) Mr. Ravi Sharma Resigned from the office of Chief Financial Officer with effect from Closure of business hours on 10^th March, 2025.

3) Mr. Anurag Garg was appointed as Company Secretary & Compliance Officer of the Company with effect from 19^th March, 2025.

4) Ms. Hina was appointed as Chief Financial Officer of the company w.e.f 27th May, 2025 i:e, after closure of financial year.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Iqbal Singh (DIN: 02776893) is liable to retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

The Independent Directors of the Company met one time during the year where all the independent directors were present under the requirement of the Companies Act, 2013. The Meeting of Independent Directors was held on 31^st March, 2025.

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

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

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

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

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

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

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures Requirements) Regulations, 2015) and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual

Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process. In the separate meeting of Independent directors, performance of non-independent directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive directors and nonexecutive directors.

During the year ended 31^st March, 2025, the Board met 08 (Eight) times. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requiement of the said Act.

As on 31st March, 2025, the Company has 3 (Three) Board Committees with the following members:

Mr. Tushar Virender Pratap Singh was designated as Chairperson of the committee in place of Mr. Ramaswamy Ravikumar who resigned from his office w.e.f 29^th January, 2025 and Ms. Hina was designated as member of the committee after her appointment as Whole Time Director of the company w.e.f 14^th January, 2025 in place Mr. Rajiv Vashisht who has resigned w.e.f. 14^th January, 2025.

Mr. Iqbal Singh was designated as member of the committee in place of Mr. Ramaswamy Ravikumar who resigned from his office w.e.f 29^th January, 2025.

After resignation or Mr. Rajiv Vashisht, Ms. Hina was designated as member of the committee. Further after resignation of Mr. Ramaswamy Ravikumar, Mr. Iqbal was designated as member and Mr. Tushar Virender Pratap Singh was designated as Chairperson for the committee.

During the year ended 31st March, 2025, 5 (Five) Meetings of the Committee were held on:

During the year ended 31st March, 2025, 3 (Three) Meetings of the Nomination and Remuneration Committee were held on :

During the year ended 31st March, 2025, 4 (Four) meetings of Stakeholder's Relationship Committee were held on:

As required under Section 134(5) of the Act, your Board of Directors

to the best of their knowledge and ability confirm that: -

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

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

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

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

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

As at 31^st March, 2025 the Company does not have any subsidiary, associate or joint venture. Hence, Form AOC-1 is Not Applicable.

After closure of the financial year, the Board of Directors at their meeting have deliberated to subscribe the shares in three companies namely Trustfield Project And Infra Limited, Rockbase Real Estate Projects Limited and Skycrest Projects Limited and subsequent to such investment, these companies will become the wholly owned subsidiaries of our company.

The Equity Shares of the Company are presently listed on SME Platform of BSE Limited and Annual listing fee for the financial year 2025- 26 has been duly paid.

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

There were NIL Investor complaints received and resolved during the year. The pending Complaints of the Shareholders/ Investors registered with SEBI at the end of the current financial year ended on 31^st March, 2025 are NIL. There were no pending requests for share transfer/dematerialization of shares as of 31^st March, 2025.

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

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

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

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

The Ratio of the remuneration of each director and key managerial personnel to the median remuneration of the employees of the Company for the financial year 2024-25:

• Percentage increase in Median remuneration of employees in financial year 2024-25: Nil

• Number of permanent employees on rolls of the Company as on 31st March, 2025: 4

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

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

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

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

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

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

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

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

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

After closure of the financial year, the Board of Directors at their meeting have deliberated to subscribe the shares in three companies namely Trustfield Project And Infra Limited, Rockbase Real Estate Projects Limited and Skycrest Projects Limited and subsequent to such investment, these companies will become the wholly owned subsidiaries of our company.

During the year ended 31st March, 2025, the Company has not entered into any Related Party Transactions. Hence Form AOC-2 is not applicable. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at https://ganeshfilms.com/wp-content/uploads/2023/02/Policy-on- Related-Party-Transaction.pdf

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

However, the company has received the approval dated 03rd January, 2025 from BSE Limited on the reclassification application submitted by the company for reclassifying the status of Mr. Gaurav Kumar and Annaya Management Consultancy Private Limited from Promoter/Promoter Group to Public.

As on 31st March, 2025, no dues were pending towards micro, small and medium enterprises.

M/s. Kapil Sandeep & Associates, Chartered Accountants, having Firm Registration No. 016244N was appointed as Statutory Auditors of the Company, for consecutive term of five years, from the conclusion of this 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting to be held in the year 2029. However, the audit report contains some qualification or reverse remark on the financial statements of the company for the financial year ended on 31st March, 2025.

The Board's comment on the remarks reported by the Auditor is as follows:

During the Financial Year 2024-25 no frauds were reported to the Central Government or to the Board of Directors or the Audit Committee of the Board of Directors in terms of provisions of Companies Act, 2013.

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

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, fittings and fixtures were made during the financial year 2024-25.

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

Capital investment on energy conservation equipment: Nil

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

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

Expenditure incurred on research and development - Nil

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

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

In terms of Section 204 of the Companies Act, 2013, the Company has appointed Mr. Shailendra Kumar Roy (Membership No.- 25823) (COP No.- 11738), Proprietor, M/s Shailendra Roy & Associates, Practicing Company Secretary as the Secretarial Auditor of the

Company for the Financial Year 2024-2025. The Secretarial Audit Report issued by Mr. Shailendra Kumar Roy, Practicing Company Secretary is provided under ANNEXURE-III to this Report.

The Board of Directors states that the company has complied with the provisions of the applicable Secretarial standards issued by the Institute of Company Secretaries of India, as amended from time to time.

The Annual Return of the Company for the financial year ended 31st March, 2024 is available on the website of the Company which can be accessed at https://rgrl.in/stakeholders-information/.

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

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

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

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

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

a) Issue of equity shares and differential rights as to dividend, voting or otherwise.

b) Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.

c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

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

No such settlement took place during the year.

The same is not applicable on the company

The same is not applicable on the company

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

Regd. Off.: 503, Floor-5, Plot-461D, A Wing Parshvanath Gan Bhaudaji Rd, Kings Circle, Matunga Mumbai City-400019 CIN: L07100MH2018PLC307613 Email ID: compliance.rarl@amail.com