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.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY’S AFFAIRS

(a) Financial Highlights and Operational Overview

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.

(b) Capital Structure

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.

Changes during the financial year in Capital Structure

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).

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

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

(d) Dividend

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

(e) Loans

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.

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

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.

(g) Reclassification

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.

2. PUBLIC DEPOSITS

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

3. CHANGE IN THE NATURE OF THE BUSINESS

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

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).

4. REGULATORY STATEMENT

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

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

CHANGES IN BOARD OF DIRECTORS

• During the Financial Year ended 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 pre¬
occupation.

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

(DIN: 07264159) Resigned from the office of Non-Executive Non¬
Independent 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 2024¬
25 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.

B. CHANGES IN KEY MANAGERIAL PERSONNEL

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.

C. RETIREMENT BY ROTATION

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.

D. MEETING OF INDEPENDENT DIRECTORS

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

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

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

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

F. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

A policy on familiarization program for independent directors has also
been adopted by the Company. All new Independent Directors
inducted to the Board are presented with an overview of the
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/.

G. KEY MANAGERIAL PERSONNEL OF THE COMPANY

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

H. ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF
DIRECTORS

The Nomination and Remuneration Committee has adopted the

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

I. REMUNERATION POLICY

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

J. BOARD EVALUATION

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

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

6. NUMBER OF BOARD MEETINGS

During the year ended 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
requi ement of the said Act.

7. BOARD COMMITTEES AND MEETINGS

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

Changes occurred in Audit Committee:

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.

Changes occurred in Nomination and Remuneration
Committee:

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.

Changes occurred in Stakeholders Relationship Committee:

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.

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

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

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

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

THE DETAILS OF THE STAKEHOLDER'S RELATIONSHIP
COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:

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

8. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As 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.

10. LISTING INFORMATION

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

11. DEMATERIALIZATION OF SHARES

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

12. DETAILS OF INVESTOR'S GRIEVANCES/ COMPLAINTS

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

13. REPORT ON CORPORATE GOVERNANCE

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

14. CORPORATE SOCIAL RESPONSIBILITY

As the 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.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

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

Percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Director & Company
Secretary or Manager in 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.

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

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

17. RISK MANAGEMENT

The Board of Directors has formally approved the 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.

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

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

19. CLASS OF SHARES

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

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

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

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not provided any guarantee in respect of the loan,
any loan or 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.

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

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

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

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

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

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

25. STATUTORY AUDITORS AND AUDIT REPORT

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

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

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

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

During the Financial Year 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.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

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

I. CONSERVATION OF ENERGY:

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

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

Capital investment on energy conservation equipment: Nil

II. TECHNOLOGY ABSORPTION:

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

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

Expenditure incurred on research and development - Nil

II. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

29. HEALTH, SAFETY AND ENVIRONMENT:

Safety and occupational health responsibilities are integral to your
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.

30. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

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

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

Explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made-by the
company secretary in practice in his secretarial audit report:

31. COMPLIANCE WITH SECRETARIAL STANDARD

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

32. EXTRACTS OF ANNUAL RETURN

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/.

33. ESTABLISHMENT OF VIGIL MECHANISM

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

34. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for the Prevention of
Insider Trading to regulate trading in its securities by Directors and
designated employees. The Code mandates prior clearance for any
dealings in the 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.

35. CFO CERTIFICATE

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

36. INDUSTRIAL RELATIONS:

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

37. GENERAL DISCLOSURES:

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

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

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

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

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

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

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

No such settlement took place during the year.

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

The same is not applicable on the company

41. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR
BOARD'S REPORT

The same is not applicable on the company

42. ACKNOWLEDGEMENT

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

For and on Behalf of the Board of Directors
For Raconteur Global Resources Limited
(Formerly Known as Ganesh Films India Limited

Sd/- Sd/-

Surinder Kalra Hina

Whole Time Director Whole Time Director & CFO

DIN:10779178 DIN: 09534689