Richfield Financial Services Ltd Directors Report

To

The Shareholders,

Richfield Financial Services Limited

Your directors are pleased to present the 34^th Annual Report of Richfield Financial Services Limited ("the Company") together with the Audited Financial Statements and the reports of the Statutory Auditors and Secretarial Auditor for the financial year ended 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the financial year ended March 31, 2026, on a standalone basis, is summarized below:

PARTICULARS	FY 2025-26	FY 2024-25
	(Rs. In Lakhs)	(Rs. In Lakhs)
Revenue from operations	1219.57	437.33
Other Income	86.61	65.75
Total Income	1306.28	503.08
Total expenses	1259.15	489.58
Profit/(Loss) before tax	47.12	13.50
Exceptional Item	-	-
Tax Expenses:	11.86	0.96
Net Profit for the Year	35.26	12.54

The Company recorded a significant improvement in its financial performance during the year under review. Total income increased from ?503.08 lakh in FY 2024-25 to ?1,306.28 lakh in FY 2025-26.

Profit Before Tax increased from ?13.50 lakh to ?47.12 lakh, while Profit After Tax increased from ?12.54 lakh to ?35.26 lakh

The financial performance of the Company reflects the continued expansion of its lending operations and the associated increase in operating and financing costs.

The Companys audited financial statements for the financial year ended 31^st March, 2026, prepared in accordance with the applicable Indian Accounting Standards, form part of this Annual Report.

2. STATE OF COMPANYS AFFAIRS AND BUSINESS PERFORMANCE:

Richfield Financial Services Limited is a Non-Deposit Taking Non-Banking Financial Company registered with the Reserve Bank of India and classified as a Base Layer NBFC (NBFC-BL).

The Company is engaged in financing activities and offers various lending products including gold loans, personal loans, microfinance loans and other retail lending products.

During the year under review, the Company continued to pursue its strategy of expanding its lending operations and strengthening its retail lending franchise.

A significant development during the year was the expansion of the Companys branch network. The number of branches increased from 19 as at March 31, 2025 to 50 as at March 31, 2026, representing

an addition of 31 branches during the year. The expansion has enabled the Company to widen its geographical reach and strengthen its customer acquisition and servicing capabilities.

The Companys loans and advances increased substantially from ?28.35 crore as at March 31, 2025 to ?76.92 crore as at March 31, 2026.

Total assets increased from ?35.10 crore to ?84.55 crore during the same period.

The expansion of the branch network and lending portfolio reflects the Companys continued focus on increasing its market presence while maintaining prudent credit underwriting, monitoring, collection and risk management practices.

The Company continued to strengthen its operational infrastructure, internal controls, compliance framework and risk management systems in line with the expansion of its business.

The Board, during the year, also considered and approved the expansion of branches in Kerala and the opening of branches in Bengaluru, Karnataka.

The Assets Under Management (AUM) of the Company is as under:

		(Rs. In Lakhs)
Loan	Outstanding as at March 31, 2026	Outstanding as at March 31, 2025
Gold loan	4948.35	773.18
Microfinance loan	151.68	700.24
Personal loan	2,331.18	1,127.50
Other loans	260.80	234.38
Total AUM	7692.01	2,835.30

3. FINANCIAL PERFORMANCE

Revenue from operations increased from ?437.33 lakh in FY 2024-25 to ?1,219.57 lakh in FY 202526.

Interest income, being the principal component of revenue from operations, increased from ?391.10 lakh to ?1,121.26 lakhs.

Other operating income increased from ?46.23 lakh to ?98.31 lakh, while other income increased from ?65.75 lakh to ?86.71 lakh.

Consequently, total income increased from ?503.08 lakh to ?1,306.28 lakh s.

The increase in income was accompanied by an increase in operating and financing costs arising primarily from the expansion of the Companys operations and funding base.

Employee benefit expenses increased from ?177.21 lakh to ?391.00 lakh and finance costs increased from ?95.67 lakh to ?477.49 lakh during the year.

The Company recorded a Profit Before Tax of ?47.12 lakh and Profit After Tax of ?35.26 lakh for FY 2025-26 as against ?13.50 lakh and ?12.54 lakh respectively in the previous financial year.

The Board remains focused on achieving sustainable growth while maintaining appropriate credit, liquidity, operational and regulatory risk controls.

4. CAPITAL ADEQUACY

The Company maintained a satisfactory capital position during the year under review.

As at March 31, 2026, the Companys Tier I Capital Ratio stood at 16.30%, while the Tier II Capital Ratio stood at 8.40%, resulting in an overall Capital to Risk Weighted Assets Ratio (CRAR) of 24.70%.

The Companys capital position provides a sound base for supporting its business operations and future growth.

5. CAPITAL STRUCTURE:

The Authorised Capital of the company is Rs. 25,00,00,000/- (Rupees Twenty five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only).

The paid up capital of the Company as at March 31, 2026 is Rs.9,65,62,000 (Rupees Nine Crores Sixty-Five Lakhs Sixty Two Thousand only) divided into 96,56,200 (Ninety Six Lakhs Fifty Six Thousand Two Hundred) Equity Shares of Rs. 10/- (Rupees Ten only).

During the financial year under review, the Company strengthened its equity capital through a preferential issue of equity shares.

The Board, at its meeting held on 14th October, 2025, considered and approved the proposal for issue of equity shares on a preferential basis and recommended the same for approval of the shareholders. The proposed equity shares were to be issued at ?25/- per share, comprising a face value of ?10/- and a premium of ?15/- per share, subject to applicable statutory and regulatory requirements.

The Board subsequently considered the valuation report of the Registered Valuer, Mr. S. Dehaleesan, Chartered Accountant & Registered Valuer (SFA), IBBI Registration No. IBBI/RV/04/2019/11659, in connection with the proposed preferential issue.

The shareholders approved the preferential issue by way of Special Resolution at the Extra-Ordinary General Meeting held on December 3, 2025. The Company subsequently obtained in-principle approval from BSE Limited on February 25, 2026.

Subsequently, the Company received subscription money from the eligible allottees in respect of 21,56,000 equity shares. Accordingly, at its meeting held on March 10, 2026, the Board of Directors approved the allotment of 21,56,000 fully paid-up equity shares of face value of ?10/- each at an issue price of ?25/- per equity share, including a premium of ?15/- per equity share, aggregating to ?5,39,00,000/-, on a preferential basis to the specified promoter and non-promoter allottees.

The equity shares so allotted rank pari passu in all respects with the existing equity shares of the Company and are subject to the applicable lock-in requirements under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Company subsequently obtained listing approval from BSE Limited on May 19, 2026 and trading approval on June 8, 2026 for the aforesaid equity shares.

Since the listing and trading approvals were received after the close of the financial year, the same constitute events occurring after the reporting period and are disclosed accordingly. The aforesaid equity shares were not admitted for trading on BSE as at March 31, 2026.

Pursuant to the above allotment, the paid-up Equity Share Capital of the Company Pre and Post Preferential Issue are as follows:

Particulars	No. of Shares	Face Value	Amount (Rs.)
Paid up Equity Share Capital (PreIssue)	75,00,200	Rs. 10/- Each	7,50,02,000
Paid up Equity Share Capital (PostIssue)	96,56,200	Rs. 10/- Each	9,65,62,000

Equity Shares in the Unclaimed Suspense Account

In terms of Regulation 39 and Schedule VI of the Listing Regulations, details of the equity shares lying in the Unclaimed Suspense Account are as follows:

Particulars	No. of Shareholders (Phase-wise Transfers)	No. of Equity Shares
Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on April 1, 2025	491	73,800
Less: Number of shareholders who approached the Company for transfer of shares and to whom the shares were transferred	1	4600
Add: Number of shareholders and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	0	0
Less: Number of shares transferred to IEPF Authority during the year	0	0
Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on March 31, 2026	490	69200*

*These equity shares are of 490 shareholders.

The voting rights on the shares in the suspense account as on March 31, 2026 as well as the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

6. LISTING OF SHARES:

The Equity Shares of the Company are listed on BSE Limited.

The Company confirms that it has paid the annual listing fees for the year 2025-26 to the BSE Limited.

During the year under review, the Company also completed the process for listing and obtaining trading approval in respect of the 21,56,000 Equity Shares allotted on a preferential basis on March 10, 2026. The Company received listing approval from BSE Limited on May 19, 2026 and trading approval on June 8, 2026 for the said Equity Shares.

7. DEBT SECURITIES AND FUNDING:

Subordinated debt instruments and Non-Convertible Debentures (NCDs) continued to be an important source of funding for the Company during the year.

At its meeting held on May 28, 2025, the Board considered the proposal for issuance of subordinated debt instruments for an additional amount not exceeding ?50 crore for FY 2025-26. The proposed instruments were unsecured, non-convertible and redeemable, with a minimum maturity period of 60 months.

The Board, in its meeting held on July 18, 2025, approved the issue and allotment of a maximum of1.00. 000 Secured Redeemable Non-Convertible Debentures of Rs. 1,000/- each, aggregating to Rs.10.00. 00.000/- under the name "Series IV NCDs" on a private placement basis. On August 23, 2025, the Company allotted 86,258 NCDs aggregating to Rs. 8,62,58,000/- under Series IV.

The Company continued to utilise debt funding to support the growth of its lending portfolio.

As at March 31, 2026, NCDs stood at ?10.12 crore, as compared with ?4.46 crore as at March 31, 2025, while subordinated liabilities stood at ?56.71 crore, as compared with ?21.36 crore in the previous year.

8. DEBENTURE REDEMPTION RESERVE

Pursuant to the notification issued by the Ministry of Corporate Affairs dated 16th August, 2019, amending Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014, the requirements relating to maintenance of Debenture Redemption Reserve (DRR) and investment or deposit of an amount in respect thereof are not applicable to Non-Banking Financial Companies (NBFCs) registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, in respect of debentures issued through public issue as well as private placement.

Accordingly, being an NBFC registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, the Company is not required to create or maintain Debenture Redemption Reserve (DRR) in respect of its debenture issuances. Accordingly, no amount has been transferred to DRR during the financial year ended 31^st March, 2026.

9. DIVIDEND:

In view of the Companys growth plans and the requirement to conserve resources for supporting the expansion of its lending operations and strengthening its financial position, the Board of Directors does not recommend any dividend for the financial year ended 31st March, 2026.

Accordingly, no dividend is proposed for the financial year under review.

10. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

No interest/dividend/redemption amount is unpaid/unclaimed for a period of seven (7) years, therefore, no amounts to were required to be transferred to Investor Education and Protection Fund (IEPF) as per the provisions of section 125 of the Companies Act, 2013 (hereinafter referred to as "Act").

Last date to claim unclaimed/unpaid dividends before transfer to IEPF are as under:

Financial Year	Declaration Date	Date to claim before transfer to IEPF
2023-24	May 28, 2024	June 30, 2031

The Company has uploaded on its website, the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2026.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:

The Company is a Non-Banking Financial Company registered under Chapter III-B of the Reserve Bank of India Act, 1934 and its principal business is lending and financing.

During the financial year 2025-26, the Company did not provide any guarantees or make any investments covered under Section 186 of the Companies Act, 2013.

The Company has granted loans and advances in the ordinary course of its lending business. In terms of Section 186(11) of the Companies Act, 2013, the provisions of Section 186, except sub-section (1), are not applicable to the lending activities of an eligible Non-Banking Financial Company registered under Chapter III-B of the Reserve Bank of India Act, 1934, to the extent provided therein.

Accordingly, the loans and advances granted by the Company in the ordinary course of its principal business are not subject to the restrictions and approval requirements contained in Section 186(2) to Section 186(10) of the Companies Act, 2013, subject to compliance with the applicable provisions of the Companies Act, 2013, the Reserve Bank of India Act, 1934 and the directions, regulations and guidelines issued by the Reserve Bank of India.

The particulars of loans and advances granted by the Company during the financial year are disclosed in the financial statements, wherever applicable.

12. TRANSFER OF PROFIT TO RESERVES:

Section 45-IC (1) of the Reserve Bank of India Act, 1934 requires every Non-Banking Financial Company (NBFC) to create a reserve fund. The Company must transfer at least 20% of its annual net profit into this fund before declaring any dividends.

During the year under review, your Company has transferred ?7.05 lakh, representing 20% of the net profit for the financial year, to the Statutory Reserve Account in accordance with the provisions of Section 45-IC (1) of the Reserve Bank of India Act, 1934.

13. CHANGE IN REGISTERED OFFICE AND CORPORATE OFFICE

As at March 31, 2026, the Registered Office of the Company was situated at 2B, Grant Lane, 2nd Floor, Kolkata, West Bengal - 700012, India.

The Company had passed a Special Resolution on July 6, 2025 for shifting of its Registered Office from the State of West Bengal to the State of Tamil Nadu in accordance with Section 13 of the Companies Act, 2013.

Subsequently, the Honble Regional Director, Eastern Region, Ministry of Corporate Affairs, vide order dated November 27, 2025, confirmed the alteration of the Memorandum of Association and approved the shifting of the Registered Office of the Company from the State of West Bengal to the State of Tamil Nadu. The said order also directed the Registrar of Companies to ensure necessary compliances in the matter.

Being a Non-Banking Financial Company, the Company also obtained a No Objection from the Reserve Bank of India vide email dated December 29, 2025, confirming that there were no supervisory or regulatory concerns in respect of the proposed shifting.

Pursuant to the aforesaid order of the Regional Director, the Board of Directors, at its meeting held on January 6, 2026, approved the shifting of the Registered Office of the Company from:

"2B, Grant Lane, 2nd Floor, Kolkata - 700012, West Bengal, India" to:

"Door No: 2/184, First Floor, Settu Chettiyar Building, Avadi Road, Opposite EB Office, Poonamallee, Chennai - 600056, Tamil Nadu, India" with effect from January 6, 2026.

The Company subsequently filed e-Form INC-22 with the Registrar of Companies for registration of the new Registered Office address. The said e-Form INC-22 was approved by the Ministry of Corporate Affairs on June 2, 2026.

Consequent to the approval of e-Form INC-22, the Company has been allotted the new Corporate Identification Number (CIN) L65999TN1992PLC193915.

Accordingly, the shifting of the Registered Office from the State of West Bengal to the State of Tamil Nadu and the consequential change in CIN have been completed subsequent to the end of the financial year.

The Corporate Office of the Company is situated at:

Door No. 41/154, First Floor, Knowell Jairaj Building, Edappally Bypass, Kochi - 682024, Kerala, India.

The Corporate Office was shifted from Door No. 53/2320-C, First Floor, Ashiyana Building, Subash Chandrabose Road, Ponnurunni, Vytilla, Ernakulam, Kerala - 682019, India, with effect from March 10, 2026.

The Company maintains its corporate and administrative functions from its Corporate Office at Kochi, while the Registered Office is situated at Poonamalle, Chennai, Tamil Nadu.

14.SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary, Associate and Joint Venture Company as at March 31, 2026.

Accordingly, the provisions relating to preparation and presentation of consolidated financial statements under Section 129(3) of the Companies Act, 2013, read with the applicable rules made thereunder, are not applicable to the Company.

Further, the Company is not required to provide the particulars of Subsidiaries, Associates and Joint Ventures in the prescribed form, as there are no such entities.

The Board of Directors of your Company has formulated a policy on material subsidiary, which is displayed on the website of the Company at https://rfsl.co.in/assets/pdf/Policies/RFSL Material Subsidiary Policv.pdf.

15. DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016, as amended from time to time.

Further, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

Accordingly, the provisions relating to acceptance of deposits under the aforesaid provisions are not applicable to the Company during the financial year under review.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The following significant events/actions having a material bearing on the affairs and financial position of the Company took place during the financial year 2025-26:

a. Appointment of Company Secretary and Compliance Officer

The Board of Directors, at its meeting held on 16th April, 2025, appointed Ms. Roopamol K. S. (Membership No. A76256) as the Company Secretary and Compliance Officer of the Company with effect from 16th April, 2025.

b. Issue of Subordinated Debt Instruments

The Board of Directors, at its meeting held on 28th May, 2025, approved a proposal for raising funds through the issuance of Subordinated Debt Instruments up to ?50 Crore during the financial year 2025-26, subject to applicable statutory and regulatory approvals.

c. Shifting of Registered Office

The Board of Directors, at its meeting held on 28th May, 2025, approved the proposal for shifting the Registered Office of the Company from the State of West Bengal to the State of Tamil Nadu, subject to the approval of the shareholders and other applicable regulatory authorities.

The requisite shareholder approval was subsequently obtained through Postal Ballot on 7th July, 2025. The Honble Regional Director, Eastern Region, Ministry of Corporate Affairs, subsequently approved the shifting of the Registered Office vide order dated 27th November, 2025.

The Board thereafter approved the shifting of the Registered Office to Tamil Nadu with effect from 6th January, 2026. The e-Form INC-22 filed with the Registrar of Companies in this regard was approved on 2nd June, 2026, pursuant to which the Company was allotted the new CIN L65999TN1992PLC193915.

d. Issue of Series IV Non-Convertible Debentures

The Board of Directors, at its meeting held on 18th July, 2025, approved the issue of 1,00,000 Secured Redeemable Non-Convertible Debentures of ?1,000/- each, aggregating to ?10,00,00,000/- , under the name "Series IV" NCDs, on a private placement basis.

Subsequently, on 23rd August, 2025, the Company allotted 86,258 Secured Redeemable Non-

Convertible Debentures of ?1,000/- each, aggregating to ?8,62,58,000/-, under Series IV.

e. Preferential Issue of Equity Shares

The Board of Directors, at its meeting held on 14^th October, 2025, approved and recommended to the shareholders a proposal for the preferential issue of equity shares.

The shareholders subsequently approved the proposal by passing a Special Resolution at the ExtraOrdinary General Meeting held on 3rd December, 2025.

Pursuant to the aforesaid approval, the Company allotted 21,56,000 equity shares of ?10/- each at an issue price of ?25/- per share, including a premium of ?15/- per share, on 10th March, 2026, aggregating to ?5,39,00,000/-.

The Company subsequently received listing approval from BSE Limited on 19th May, 2026 and trading approval on 8th June, 2026 in respect of the said equity shares.

f. Resignation of Independent Director

The Board of Directors, by way of resolution passed through circulation on 18th November, 2025, took note of the resignation of Ms. Neethu Subramoniyan, Independent Director of the Company, with effect from 18th November, 2025, due to personal reasons.

g. Approval for Issue of Subordinated Debt Instruments for FY 2026-27

The Board of Directors, at its meeting held on 10^th March, 2026, approved a proposal for raising funds through the issuance of Subordinated Debt Instruments up to ?75 Crore during the financial year 2026-27, subject to applicable statutory and regulatory approvals.

h. Appointment of Independent Director

The Board of Directors, by way of resolution passed through circulation on 9th February, 2026, approved the appointment of Mr. Peeyus A. Kottam as an Additional Director (Non-Executive and Independent) of the Company with effect from 9th February, 2026, subject to the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company.

The members of the Company, through Postal Ballot on 29th March, 2026, approved the appointment of Mr. Peeyus A. Kottam (DIN: 02417715) as a Non-Executive and Independent Director of the Company for a term of 3 (three) years with effect from 9th February, 2026, not liable to retire by rotation, pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

i. Approval of Remuneration of Managing Director

The members of the Company, through Postal Ballot on 29th March, 2026, approved the payment of remuneration to Mr. Vadasseril Chacko Georgekutty (DIN: 09194854), Managing Director, of an amount not exceeding ?30 lakh per annum, on such terms and conditions as may be decided by the Board of Directors, in accordance with the applicable provisions of the Companies Act, 2013, including Schedule V thereof, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The members further approved that, in the event of absence or inadequacy of profits in any financial year, the Managing Director may be paid the aforesaid remuneration, subject to the provisions of Schedule V of the Companies Act, 2013.

j. Alteration of Articles of Association

The members of the Company, through Postal Ballot on 29th March, 2026, approved the alteration of the Articles of Association of the Company pursuant to Section 14 and other applicable provisions of the Companies Act, 2013.

Pursuant to the approval, Article 66A was inserted after Article 66 and before Article 67 of the Articles of Association, providing for the appointment of a person nominated by the Debenture Trustee(s) as a Director on the Board of the Company, subject to the applicable provisions of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 and the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, including amendments or re-enactments thereof.

k. Resignation of Chief Financial Officer

The Board of Directors, at its meeting held on 10^th March, 2026, approved and took note of the resignation of Mr. Vishnu Sivan, Chief Financial Officer of the Company, with effect from 1^st April, 2026.

Events subsequent to the financial year

The following material events occurred subsequent to the close of the financial year and before the date of this Report:

a. Approval of Registered Office

The e-Form INC-22 filed in connection with the shifting of the Registered Office from the State of West Bengal to the State of Tamil Nadu was approved by the Ministry of Corporate Affairs on 2nd June, 2026. Consequent thereto, the Company was allotted the new CIN L65999TN1992PLC193915.

b. Listing and Trading Approval

The Company received listing approval from BSE Limited on 19th May, 2026 and trading approval on 8th June, 2026 in respect of the 21,56,000 equity shares allotted on preferential basis on 10th March, 2026.

c. Appointment of Chief Financial Officer

The Board of Directors, at its meeting held on 21st May, 2026, approved the appointment of Mr. Varun P. Mathews as the Chief Financial Officer of the Company with effect from 21st May, 2026, in place of Mr. Vishnu Sivan, who resigned from the office of Chief Financial Officer with effect from 1st April, 2026.

d. Issue and Allotment of Series V Non-Convertible Debentures

The Board of Directors, at its meeting held on 17th April, 2026, approved the proposal for issuance of Series V Non-Convertible Debentures (NCDs) for an amount up to ?15 Crore on a private placement basis, subject to applicable statutory and regulatory requirements.

Pursuant to the aforesaid approval, the Company allotted Series V NCDs aggregating to ?1.46 Crore on 20^th May, 2026 on a private placement basis.

Except as stated above and elsewhere in this Annual Report, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a. Board Composition

The Board of Directors is well-constituted with a balanced composition of one Executive Director, two Independent Directors, and two Non-Executive Directors. This structure ensures appropriate oversight and alignment with stakeholder interests.

Name of Director / KMP	Designation
Mr. Vadasseril Chacko Georgekutty	Managing Director (Promoter)
Mr. Midhun Ittoop	Non-executive Director (Promoter)
Mr. Varghese Mathew	Non-executive Director (Promoter)
Mr. Peeyus A Kottam	Independent Director
Ms. Indu Kamala Ravindran	Independent Director
Ms. Roopamol K S	Company Secretary and Compliance Officer
Mr. Varun P Mathews	Chief Financial Officer

b. Composition of Committees of the Board

To maintain high standards of corporate governance, the Board has constituted several functional committees. The compositions of these committees are as follows:

i. Audit Committee:

Mr. Peeyus A Kottam	Chairperson
Ms. Indu Kamala Ravindran	Member
Mr. Varghese Mathew	Member

ii. Stakeholders Relationship Committee:

Mr. Peeyus A Kottam	Chairperson
Ms. Indu Kamala Ravindran	Member
Mr. Varghese Mathew	Member

iii. Nomination Remuneration Committee:

Mr. Peeyus A Kottam	Chairperson
Ms. Indu Kamala Ravindran	Member
Mr. Varghese Mathew	Member

iv. Risk Management Committee:

Mr. Vadasseril Chacko Georgekutty	Chairperson
Mr. Jayakrishnan P	Member
Mr. Varun P Mathews	Member

v. Finance Committee:

Mr. Vadasseril Chacko Georgekutty	Chairperson
Mr. Varghese Mathew	Member

c. Changes in the Board composition

During the financial year under review, the following changes took place in the Board and Key Managerial Personnel of the Company:

i. Ms. Roopamol K. S. (Membership No. A76256) was appointed as the Company Secretary and Compliance Officer with effect from April 16, 2025.

ii. Ms. Neethu Subramoniyan resigned as Independent Director with effect from November 18, 2025, due to personal reasons.

iii. Mr. Peeyus A. Kottam (DIN: 02417715) was appointed as an Additional Director (NonExecutive and Independent) with effect from February 9, 2026.

iv. The members, through Postal Ballot on March 29, 2026, approved the appointment of Mr. Peeyus A. Kottam as Non-Executive and Independent Director for a term of three years with effect from February 9, 2026, not liable to retire by rotation.

v. Mr. Vishnu Sivan, Chief Financial Officer, resigned from the office of Chief Financial Officer with effect from April 1, 2026.

vi. Subsequent to the financial year, the Board, at its meeting held on May 21, 2026, appointed Mr. Varun P. Mathews as Chief Financial Officer of the Company with effect from May 21, 2026, in place of Mr. Vishnu Sivan.

d. Number of Meetings of the Board and its Committees:

The Board of Directors meets at regular intervals to deliberate and take decisions on the Companys business strategies, operational performance, financial matters, regulatory and statutory compliances, risk management and other matters requiring the attention of the Board.

During the financial year 2025-26, a total of 13 meetings of the Board of Directors were convened. The meetings were held at regular intervals and the gap between any two consecutive meetings was within the period prescribed under Section 173 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The requisite quorum was present at all the meetings and the Directors duly participated in the deliberations and decision-making process of the Board.

Meeting	No. of Meetings during the Financial Year 202526	Date of the Meeting
Board Meeting	13	16.04.2025, 28.05.2025, 30.06.2025, 18.07.2025, 13.08.2025, 28.08.2025, 14.10.2025, 23.10.2025, 06.11.2025, 12.11.2025, 06.01.2026, 13.02.2026, 10.03.2026
Audit Committee	4	28.05.2025, 13.08.2025, 12.11.2025, 13.02.2026
Nomination & Remuneration Committee	2	16.04.2025, 13.08.2025, 10.03.2026
Stakeholders Relationship Committee	1	10.03.2026
Finance Committee	4	19.07.2025, 23.08.2025, 12.12.2025, 31.01.2026
Risk Management Committee	4	30-06-2025, 28-08-2025, 04-11-2025, 10-03-2026

e. Board Evaluation:

In compliance with the applicable provisions of the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors during the financial year under review.

The evaluation framework for assessing the performance of the Board and individual Directors comprised, inter alia, the following key areas:

i. Attendance at meetings of the Board and Board Committees;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives and inputs regarding the future growth and performance of the Company;

iv. Providing perspectives and feedback beyond the information provided by the management;

v. Commitment towards the interests of shareholders and other stakeholders;

vi. Preparedness on matters to be discussed at Board and Committee meetings;

vii. Meaningful and constructive participation and contribution to the decision-making process; and

viii. Overall effectiveness in the discharge of duties and responsibilities.

The evaluation involved self-evaluation by individual Board members, followed by an assessment by the Board of Directors. A Director did not participate in the discussion or evaluation of his/her own performance.

The performance of the Board as a whole was evaluated after seeking inputs from all the Directors, based on criteria including the composition and structure of the Board, effectiveness of Board processes, quality and adequacy of information provided to the Board, participation and functioning of the Board and overall effectiveness of the Board.

The performance of the Committees of the Board was evaluated after seeking inputs from the respective Committee members, based on criteria including the composition of the Committees, effectiveness of Committee meetings, quality of deliberations, participation of members, discharge of responsibilities and effectiveness in achieving the objectives for which the respective Committees were constituted.

A separate meeting of the Independent Directors was held during the year on March 10, 2026, at which the performance of the Non-Independent Directors, the Board as a whole was evaluated, taking into account the views of the Executive and Non-Executive Directors.

The performance of individual Directors was evaluated on the basis of their attendance, contribution to Board and Committee meetings, preparedness on matters to be discussed, meaningful and constructive participation, quality of inputs, strategic contribution and overall effectiveness in the discharge of their responsibilities.

The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being evaluated, in accordance with the applicable provisions of the Companies Act, 2013.

The above evaluation criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The outcome of the evaluation process was reviewed and discussed by the Board and the Nomination and Remuneration Committee, as applicable. The Board was satisfied with the overall performance of the Board, its Committees and individual Directors during the financial year under review.

f. Compliance with Secretarial Standards:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

g. Declaration of Independent Directors:

The Company has received the necessary declarations from the Independent Directors confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than the sitting fees, and reimbursement of expenses incurred for the purpose of attending the meetings of the Board or Committees thereof of the Company.

h. Familiarization Programme for Independent Directors:

The Company conducts familiarization programmes for its Independent Directors to familiarise them with their roles, responsibilities, rights and duties under the Companies Act, 2013 and other applicable laws and regulations, as well as with the nature of the Companys business, its operations, financial performance, business strategy and overall functioning.

The familiarization programme enables the Independent Directors to gain a better understanding of the Companys business and the industry in which it operates and assists them in effectively discharging their duties and responsibilities.

The Policy and details of the familiarization programme for Independent Directors are available on the Companys website at www.rfsl.co.in.

18.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established an adequate Internal Financial Control framework in accordance with the applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014. The internal control systems are designed to provide reasonable assurance regarding the orderly and efficient conduct of the Companys business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, reliability of financial reporting and compliance with applicable laws, regulations and internal policies.

The adequacy and effectiveness of the internal control systems are periodically reviewed by the Audit Committee of the Board, based on the reports of the Internal Audit function and other relevant inputs. Any deficiencies identified during such reviews are appropriately addressed and necessary corrective and time-bound actions are taken by the management to strengthen the control environment and improve operational efficiency.

The Company has an Internal Audit function which independently reviews the operations and internal control systems of the Company. The Internal Audit Reports are placed before the Audit Committee and the Board of Directors for review, deliberation and appropriate action.

Based on the reviews undertaken during the year, the Board is of the opinion that the Company has adequate internal financial controls with reference to the financial statements and that such controls were operating effectively during the financial year ended March 31, 2026.

19. PARTICULARS OF EMPLOYEES AND DISCLOSURE REGARDING MANAGERIAL REMUNERATION 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

During the financial year ended March 31, 2026, no remuneration was drawn by any Director or the Chief Financial Officer of the Company.

The Members of the Company, through Postal Ballot on March 29, 2026, approved the payment of remuneration to Mr. Vadasseril Chacko Georgekutty, Managing Director, not exceeding ?30 lakh s per annum, with effect from April 1, 2026. Accordingly, no remuneration was drawn by the Managing Director during the financial year 2025-26 pursuant to the said approval.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees as required under section 197(12) of the Companies Act, 2013 (Act) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are as under:

a. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26:

Sr. No. Name of Director/KMP	Designation	Remuneration for FY 2025-26 (Rs. in lakhs)	Ratio of the remuneration of each Director to median remuneration of employees (in times)
1. Mr. Vadasseril Chacko Georgekutty	Managing Director	-	NA
2. Mr. Varghese Mathew	Non - Executive Director	-	NA
3. Mr. Midhun Ittoop	Non - Executive Director	-	NA
4. Mr. Indu Ravindran	Independent Director	-	NA
5. Ms. Neethu Subramoniyan1	Independent Director	-	NA
6. Mr. Peeyus A Kottam2	Independent Director	-	NA

1Resigned with effect from November 18, 2025 ²Appointed with effect from February 9, 2026

During the financial year ended March 31, 2026, no remuneration was drawn by any Director of the Company. Accordingly, the ratio of remuneration of each Director to the median remuneration of employees and the percentage increase in remuneration of each Director during the financial year are not applicable.

b. Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Director and Company Secretary in the financial year 2025-26

Sr. No Name of Director/KMP	Designation	Remunerati on for FY 2025-26 (Rs. in lakhs)	Remuner ation for FY 202425 (Rs. in lakhs)	% increase in Remuner ation
1. Mr. Vadasseril Chacko Georgekutty	Managing Director	-	-	-
2. Mr. Varghese Mathew	Non - Executive Director	-	-	-
3. Mr. Midhun Ittoop	Non - Executive Director	-	-	-
4. Mr. Indu Ravindran	Independent Director	-	-	-
5. Ms. Neethu Subramoniyan1	Independent Director	-	-	-
6. Mr. Peeyus A Kottam2	Independent Director	-	-	-
7. Mr. Vishnu Sivan	Chief Financial Officer	-	-	-
8. Ms. Priyanka Kalra3	Company	-	2.25	-
	Secretary
9. Mr. Nandu C Mohan4	Company Secretary	-	0.48	-
10. Ms. Roopamol K. S.5	Company Secretary	6.60	-	-

1 Resigned with effect from November 18, 2025

2 Appointed with effect from February 9, 2026

3 Resigned with effect from December 5, 2024

4 Appointed and Resigned with effect from December 5, 2024 and January 13, 2025 respectively.

5 Appointed with effect from April 16, 2025

c. The percentage increase in the median remuneration of employees in the financial year 202526

Median annual remuneration of employees is ?2,21,820/- (monthly ?18,485/-) and ?1,95,600/- (monthly ?16,300/-) for FY 2025-26 & FY 2024-25 respectively. There was 13.40% increase/decrease in the median remuneration of employees during the financial year 2025-26.

d. The number of permanent employees on the rolls of company as on March 31, 2026 is 216 as against 110 as at March 31, 2025.

e. Average percentile increase 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 and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentile increase in salaries of employees other than managerial personnel during the year 2025-2026 was (3.50%). The average percentile increase in the managerial remuneration during the year was 0%.

f. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms that the remuneration paid/payable to its Directors and Key Managerial Personnel is in accordance with the Companys Remuneration Policy and the applicable provisions of the Companies Act, 2013.

For the particulars of employees required to be disclosed in the Directors Report pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Directors state that the Company does not have any employee who falls within the criteria prescribed under Rule 5(2) of the said Rules for the financial year ended March 31, 2026.

Accordingly, no separate statement containing the particulars of employees as specified under Rule 5(2) and Rule 5(3) of the said Rules is required to be annexed to this Report.

20.COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is committed to the well-being and welfare of its women employees and complies with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company provides maternity benefits and protections to eligible women employees in accordance with the applicable statutory requirements, including protection against dismissal or discharge during

the period of absence on account of pregnancy or maternity, as prescribed under the applicable law.

The Company recognizes its employees as important stakeholders and has an established Grievance Redressal Mechanism for addressing employee-related grievances, including grievances relating to maternity benefits. The mechanism provides for fair, consistent and timely resolution of grievances in accordance with applicable laws and the Companys policies.

21. DETAILS OF POLICIES:

The Company has formulated and adopted various policies, codes and frameworks in accordance with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable directions, circulars and guidelines issued by the Reserve Bank of India, as applicable to the Company.

The policies of the Company are periodically reviewed and updated, wherever necessary, to ensure their continued alignment with applicable statutory and regulatory requirements and the Companys business needs.

The following key policies, codes and frameworks are maintained by the Company:

• Loan Policy

• KYC Documentation Policy

• Fair Practice Code

• Interest Rate Policy

• Auction Policy

• Internal Audit Policy

• Grievance Redressal Structure / Mechanism

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

• Code of conduct for prevention of insider trading

• Code of Conduct for Directors and Senior Management

• Policy for Determination of Materiality of an Event Information

• Board Diversity Policy

• Policy for Preservation of Documents

• Nomination and Remuneration Policy

• Board Evaluation Policy

• Policy on Related Party Transactions

• Vigil Mechanism /Whistle-Blower Policy

• Prevention of Sexual Harassment Policy

• Material Subsidiary Policy

• Succession Plan

The aforesaid policies, to the extent applicable, are available on the Companys website at https://rfsl.co.in/policies.html.

22. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a Code of Conduct for Directors and Senior Management Personnel of the Company, with a view to maintaining high standards of business ethics, integrity and professional conduct and ensuring compliance with applicable laws and regulations.

The Code lays down the standards of conduct expected to be followed by the Directors and Senior Management Personnel in the discharge of their duties and responsibilities and in their dealings with the Company, its stakeholders and other business associates. The Code, inter alia, emphasises integrity, ethical conduct, professional behaviour, compliance with applicable laws and regulations, and responsible conduct in the workplace and in business dealings.

The Compliance Officer is responsible for overseeing adherence to the Code and monitoring compliance by the concerned persons.

All the Directors and Senior Management Personnel of the Company have affirmed their compliance with the Code of Conduct for the financial year ended March 31, 2026.

The Code of Conduct is made available on the Companys website at https://rfsl.co.in/policies.html.

23. WHISTLE BLOWER POLICY /VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee.

During the financial year 2025-2026, the Company ensures that no personnel were denied direct access to the Audit Committee.

The vigil mechanism policy is also available on the Companys website at https://rfsl.co.in/policies.html.

24. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company.

The policy also lays down the criteria for selection and appointment of Board Members. The policy is available on the website of the Company at https://rfsl.co.in/policies.html.

25. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013, the Annual Return of the Company as at March 31, 2026 is uploaded on the website of the Company under the section - Disclosures of Events and Information at https://rfsl.co.in/corporate- governance.html.

26. RISK MANAGEMENT:

The Company has established a risk management framework commensurate with the nature and scale of its operations. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed and discussed at the meetings of the Risk Management Committee of the Company.

As a lending institution, the Company is exposed to various risks arising from its lending activities and the operating environment in which it conducts its business, particularly in relation to its Gold Loan and other lending portfolios.

The principal risks associated with the Companys business include credit risk, liquidity risk, operational risk, market risk, compliance risk and other risks arising from its lending activities.

The Risk Management Committee periodically reviews the Companys risk profile and risk mitigation measures in accordance with the RBI directions.

The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

27. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI(LODR) Regulations, 2015, is annexed as Annexure-2" to this report.

28. CORPORATE GOVERNANCE:

The paid-up equity share capital and net worth of the Company for the last three consecutive financial years are as follows:

Particulars	2025-26 (?)	2024-25 (?)	2023-24 (?)	2022-23 (?)
Paid-up Equity Share Capital	9,65,62,000	7,50,02,000	3,75,01,000	3,75,01,000
Net Worth	14,16,09,175	8,41,82,737	8,59,28,424	7,94,50,224

The increase in paid-up equity share capital and net worth during FY 2025-26 and FY 2024-25 is attributable to the preferential issue of equity shares and the bonus issue during the financial years respectively.

The provisions relating to Corporate Governance specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26 and 27 of the SEBI LODR Regulations are not applicable to the Company for the financial year 2025-26 in terms of Regulation 15(2)(a) of the SEBI LODR Regulations.

As at March 31, 2025, being the last day of the previous financial year, the paid-up equity share capital of the Company was ?7,50,02,000/- and the net worth was ?8,41,82,737/-, both being within the thresholds prescribed under Regulation 15(2)(a).

Accordingly, the Company was not required to comply with the aforesaid corporate governance provisions or submit the Corporate Governance Compliance Report under Regulation 27(2) of the SEBI LODR Regulations for FY 2025-26.

29. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility ("CSR"), are not applicable to the Company for the financial year 2025-26, as the Company does not meet the prescribed thresholds relating to net worth, turnover or net profit specified under the said Section.

Accordingly, the Company is not required to constitute a CSR Committee, formulate a CSR Policy or incur any expenditure towards CSR activities for the financial year under review. Consequently, no report on CSR activities is required to be annexed to this Annual Report.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

During the year under review, the Company had not entered into any material contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Act, hence disclosures in Form AOC-2 under section 134(3)(h) of the Act is not applicable.

The Board on recommendation of Audit Committee, adopted a policy on related party transactions

to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed on the Companys website at https://rfsl.co.in/assets/pdf/Policies/RFSL Policy on Related Party Transactions.pdf.

The Directors draw the attention of the Members to Note 38 to the Financial Statements, which comprehensively sets forth the related party disclosures.

31. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prevention Redressal of Sexual Harassment is available on the website of the Company at www.rfsl.co.in.

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

32. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed from 18^th September, 2026 to 24^th September, 2026 (both days inclusive).

During the Financial Year 2025-26, the Register of Members & Share Transfer Books of the Company remain closed from Thursday, 27^th November, 2025 to Wednesday, 3^rd December, 2025 (both days inclusive) for the purpose of the Extra Ordinary General Meeting of the Company held on Wednesday, 3^rd December, 2025.

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

The provisions relating to disclosure of particulars with respect to Conservation of Energy and Technology Absorption under the applicable provisions of the Companies Act, 2013 and the rules made thereunder are not applicable to the Company, considering the nature of its business.

During the financial year under review, the Company had no Foreign Exchange Earnings. The Company had no material foreign exchange expenditure requiring specific disclosure under the applicable provisions.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year 2025-26 under review, no significant or material orders were passed by any regulatory authority, court or tribunal which could adversely affect the going concern status of the Company or its future operations.

The Company, however, undertook the process of shifting its Registered Office from the State of West Bengal to the State of Tamil Nadu, which involved obtaining the requisite statutory and regulatory approvals.

The Company received the order of the Regional Director, Eastern Region, Ministry of Corporate Affairs, vide Company Application No. 6508-13(4)/RD(ER)/25 dated 27th November, 2025, approving the shifting of the Registered Office of the Company from the State of West Bengal to the State of Tamil Nadu.

Pursuant to the aforesaid order, the Board of Directors, at its meeting held on 6th January, 2026, approved the shifting of the Registered Office of the Company from "2B, Grant Lane, 2nd Floor, Kolkata - 700012, West Bengal, India" to "Door No. 2/184, First Floor, Settu Chettiyar Building, Avadi Road, Opposite EB Office, Poonamallee, Chennai - 600056, Tamil Nadu, India", with effect from 6th January, 2026.

Subsequently, the Company completed the requisite filing of e-Form INC-22 with the Ministry of Corporate Affairs, which was approved on 2nd June, 2026. Consequent thereto, the Company was allotted the new Corporate Identification Number (CIN) L65999TN1992PLC193915.

The aforesaid CIN was subsequently submitted by the Company through the PRAVAAH portal of the Reserve Bank of India in connection with the regulatory approval for shifting of the Companys regulatory files from the RBI Kolkata Regional Office to the RBI Chennai Office.

The Company received the requisite approval from the Reserve Bank of India through the PRAVAAH portal on 23rd June, 2026, with reference to its application. The RBI, while communicating the approval, further clarified that the original Certificate of Registration (CoR) issued by the RBI, Kolkata Regional Office, shall continue to remain valid after the shifting of the Registered Office.

The aforesaid RBI approval was received subsequent to the close of the financial year and represents a significant regulatory development in connection with the Companys change of Registered Office. The said development does not adversely affect the going concern status or future operations of the Company.

35. COMPLIANCE WITH RBI NBFC DIRECTIONS:

The Company, being a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India, has complied with the applicable regulatory requirements, directions, circulars and guidelines issued by the Reserve Bank of India (RBI) from time to time, including the provisions applicable under the Scale Based Regulation (SBR) framework.

The Company has put in place appropriate policies, systems and internal controls to ensure adherence to the applicable RBI regulatory and supervisory requirements. The management and the Board of Directors, through the appropriate Board-level Committees, periodically review the Companys regulatory compliance and take necessary measures to ensure continued compliance.

36. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

There were no applications made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

37. 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 REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

38. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

Human resources continue to be an integral part of the Companys growth and operational effectiveness. The Company provides periodic training and development programmes to its employees across various functions and areas of operations, with a view to enhancing their knowledge, skills and capabilities and keeping them abreast of developments in the financial services industry.

The Company encourages its employees to continuously improve their professional capabilities and align their efforts with the Companys business objectives, customer service standards and regulatory requirements.

The commitment, dedication and contribution of the employees have played an important role in supporting the Companys business expansion and maintaining the quality of services extended to its customers. The Company remains committed to fostering a positive, professional and performance- oriented work environment.

Industrial relations during the year remained cordial and harmonious, and the Company continued to maintain constructive relations with its employees.

39. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

40. AUDITORS AND AUDITORS REPORT:

a) STATUTORY AUDITORS

M/S. John Moris & Co, Chartered Accountant (Firm Registration Number: 007220S) were appointed as Statutory Auditors of the Company as statutory auditor of the company to hold office for a period of five consecutive years from the conclusion of the 30^th Annual General Meeting of the company till the conclusion of the 35^th Annual General Meeting to be held in 2027.

The Auditors Report for Financial Year ended 31^st March 2026 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors Report is enclosed with the financial statements in the Annual Report and the same is self-explanatory.

b) SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries were appointed to conduct secretarial audit for the financial year 2025-2026.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure - 1. The Secretarial Audit report contain certain observation remarks.

In response to the qualifications and observations made in the Secretarial Audit Report for the financial year 2025-26, the Board of Directors would like to clarify and submit the following:

(i) There was a minor delay in filing Form No. AOC-5 with the Registrar of Companies (ROC)/Ministry of Corporate Affairs (MCA) during the year under review. However, these forms were subsequently filed with the prescribed additional fees.

Boards Response:

The Board acknowledges the delays and confirms that all pending forms have since been duly filed along with the prescribed additional fees. The Company is taking active steps to streamline its internal compliance processes to ensure timely filings in the future.

(ii) There was 1 (One) delay in filing of Certificate under Regulation 74(5) of the SEBI (Depositories and participants) regulations, 2018 with the Stock exchange during the year under review.

Boards Response:

"The Board acknowledges the observation and confirms that corrective actions are being implemented to ensure strict adherence to the applicable SEBI regulations. The Company is taking necessary steps to ensure timely filing of all Certificates with Stock Exchange in the future."

c) INTERNAL AUDITORS:

Mr. Jomy Joseph is the internal auditor of the Company. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

d) COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

41.DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to

Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the Directors 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 or Loss of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the Annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi)The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere gratitude for the encouragement, assistance, cooperation and support extended by the Central Government, the Government of Tamil Nadu, the Government of West Bengal and the Government of Kerala, as well as the various statutory and regulatory authorities, during the year under review.

The Directors also place on record their appreciation and gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Registrar of Companies, bankers, customers, auditors, suppliers, dealers, business associates and all other stakeholders for their continued support, cooperation and confidence reposed in the Company and its management.

Your Directors further place on record their sincere appreciation for the dedication, commitment and unstinting efforts of the employees at all levels, whose contribution has been instrumental in the Companys continued growth and progress.

The Directors are grateful to all the esteemed stakeholders for their continued support and for the confidence and trust reposed in the Company and its management.

43. CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis Report may contain certain statements relating to the future and are therefore forward-looking statements within the meaning of applicable securities laws and regulations.

Such statements are based on certain assumptions and expectations concerning the Companys business, financial performance and the economic environment in which it operates. The actual results may differ materially from those expressed or implied in such forward-looking statements due to various factors, including, but not limited to, changes in economic conditions, government policies and regulations, taxation laws, regulatory requirements, interest rates, market conditions, competition, business risks and other factors beyond the control of the Company.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws and regulations.

	By and on behalf of Board of Directors
	For Richfield Financial Services Limited
	Sd/-	Sd/-
	Mr. Vadasseril Chacko Georgekutty	Mr. Varghese Mathew
Place: Kochi	Managing Director	Director
Date: 12-08-2026	DIN:09194854	DIN:08001027