Richfield Financial Services Ltd Directors Report

Dear Shareholders,

Your directors have pleasure in presenting the 33^rd Annual Report of Richfield Financial Services Limited along with Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31, 2025, on a standalone basis, is summarized below:

PARTICULARS	FY 2024-25 (Rs. In Lakhs)	FY 2023-24 (Rs. In Lakhs)
Revenue from operations	437.33	183.08
Other Income	65.75	14.17
Total Income	503.08	197.25
Total expenses	489.58	113.36
Profit/(Loss) before tax	13.50	83.89
Exceptional Item	-	-
Tax Expenses:	0.96	19.11
Net Profit for the Year	12.54	64.78

2. BUSINESS PERFORMANCE:

During the year under review, the Company has made profit after tax of Rs.12.54 lakhs as against Rs. 64.78 lakhs in the previous financial year. There is no change in the nature of business of the Company.

3. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE YEAR UNDER REVIEW:

During the financial year under review, the Company expanded its operations under the current management.

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

Loan	Outstanding as at March 31, 2025	Outstanding as at March 31, 2024
Gold loan	773.18	-
Microfinance loan	700.24	-
Personal loan	1,127.50	-
Other loans	234.38	913.15
Total AUM	2,835.30	913.15

During the financial year under review, the Company continued to operate in the NBFC lending sector. The Board remains confident in the Companys business fundamentals and continues to explore avenues for scaling operations, strengthening financial performance and enhancing shareholders

value.

4. SHARE CAPITAL:

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, 2025 is Rs.7,50,02,000 (Rupees Seven Crores Fifty Lakhs Two Thousand only) divided into 75,00,200 (Seventy Five Lakhs Two Hundred) Equity Shares of Rs. 10/- (Rupees Ten only).

During the year, the Board of Directors in its meeting held on 20^th December, 2024, approved and recommended to the shareholders issuance of Bonus Equity Shares in the ratio of 1:1. The shareholders in the Extra Ordinary General Meeting (EGM) held on 10^th February, 2025 approved the issue of bonus shares in the ratio of 1:1. The Company allotted 37,50,100 Bonus Equity Shares in its meeting held on 17th February, 2025 to the eligible Members whose names appeared in the Register of Members maintained by Registrar and Transfer Agent/Register of Beneficial Ownership as received from National Securities Depositories Limited ("NSDL")/Central Depositories Services (India) Limited ("CDSL") ("NSDL and CDSL together read as Depositories") as on the Record Date i.e., February 14, 2025 fixed for this purpose.

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

Particulars	No. of Shares	Face Value	Amount (Rs.)
Paid up Equity Share Capital (Pre-Bonus Issue)	37,50,100	Rs. 10/- Each	3,75,01,000
Paid up Equity Share Capital (Post-Bonus Issue)	75,00,200	Rs. 10/- Each	7,50,02,000

Equity Shares in the Unclaimed Suspense Account

In terms of Regulation 39 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, 2024	0	0
Less: Number of shareholders who approached the Company for transfer of shares and to whom the shares were transferred	0	0
Add: Number of shareholders and aggregate number of shares transferred to the Unclaimed Suspense Account during the year	491	73,800*
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, 2025	491	73,800

*These equity shares are of 491 shareholders.

The voting rights on the shares in the suspense account as on March 31, 2025 as well as the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

5. DIVIDEND:

The Board of Directors of the Company at their meeting held on May 28, 2024 has declared the interim dividend of Rs.0.80 per share at the rate of 8% on each fully paid-up Equity share of Rs. 10/- (Rupees Ten Each) for the financial year ended March 31,2024.

The interim dividend was distributed to all eligible members whose names appeared in the register of members as on the record date, June 07, 2024. There is no amount was required to be transferred to the Investor Education and Protection Fund (IEPF).

After considering the capital requirements for ongoing and future business operations, the Board has decided to retain the remaining profit after tax within the Company to support expansion and strategic initiatives. Therefore, no final dividend has been recommended, and the matter will not be placed before the shareholders at the ensuing 33^rd Annual General Meeting.

Last date to claim unclaimed/unpaid dividends before transfer to IEPF, for the financial year 2024-25 and thereafter, are as under:

Financial Year	Declaration Date	Date to claim before transfer to IEPF
2024 25	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, 2025.

6. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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").

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

The company has not provided any guarantees and has made any investments, However, it has given loans and complied with provisions of section 186 of the Companies Act, 2013 during the financial year 2024- 2025.

8. TRANSFER OF PROFIT TO RESERVES:

During the year your Company has made a profit of Rs 12.54 Lakhs and transferred Rs. 2.51 lakhs to Statutory Reserve created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934. It requires every non banking finance institution which is a Company to create a reserve fund and transfer therein a sum not less than twenty percent of its net profit every year as disclosed in the statement of profit and loss before any dividend is declared. The Company has appropriated 20% of the Profit After Tax to the fund for the year.

9. LISTING OF SHARES:

The Shares of the Company are listed in the BSE Limited. The Companys shares was previously listed at The Calcutta Stock Exchange Limited. The shares of the Company were delisted from the Calcutta Stock Exchange Limited w.e.f. December 5, 2024.

10.SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Venture Companies therefore provision with respect to Section 129 of the Companies Act, 2013 are not applicable to the Company.

11. DEPOSITS:

During the year, the Company has not accepted any deposits from the public within the meaning of the provisions of the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 or any deposits within the meaning of section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

12. RESOURCE MOBILIZATION

During the year, the Company successfully mobilized funds through multiple channels, including public issue of Secured Redeemable Non-Convertible Debentures (NCDs), private placement of equity shares, bank loans, and issuance of subordinated debts.

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

Specific events/ actions having a major bearing on the Companys affairs that took place during the financial year 2024-25 are as under:

a. The Board of Directors, at its meeting held on 28^th April, 2024, declared an Interim Dividend of ?0.80 per equity share (8%) on each fully paid-up equity share of face value ?10/- for the financial year ended 31st March, 2024.

b. The Board approved the shifting of the location where the books of accounts are maintained from 4th Floor, VM Plaza, Palarivattom, Ernakulam, Kerala - 682025 to Door No. 53/2320-C, First Floor, Ashiyana Building, Subash Chandrabose Road, Vytilla, Ernakulam, Kerala - 682019, effective from 9th July, 2024.

c. The Board, in its meeting held on 31st July, 2025, approved a proposal to voluntarily delist the equity shares of the Company from the Calcutta Stock Exchange Limited (CSE) under Regulation 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021,

citing lack of trading activity and advantage. The delisting became effective from 5^th December, 2024, as per notice issued by CSE.

d. The Board approved a proposal for the Company to apply for a Micro Finance License from the Reserve Bank of India (RBI) at its meeting held on 14th August, 2024.

e. The Board approved the alteration of the Main Objects Clause of the Memorandum of Association (MOA) in its meeting held on 14th August, 2024, which was subsequently approved by shareholders at the Annual General Meeting held on 24th September, 2024.

f. Ms. Priyanka Kalra, Company Secretary, tendered her resignation via letter dated 26th November, 2024, which the Board took note on 20th December, 2024, and she was relieved from her duties w.e.f. close of business hours on 5th December, 2024.

g. The Board appointed Mr. Nandu Chandra Mohan as Company Secretary in its meeting held on 20th December, 2024. He subsequently resigned with effect from 13th January, 2025, citing personal reasons, as per his resignation email.

h. The Board, in its meeting held on 20th December, 2024, approved the issuance of Bonus Equity Shares in the ratio recommended and subject to shareholder approval in the eGm held on 10th February, 2025. The Company allotted 37,50,100 Bonus Equity Shares in its meeting held on 17th February, 2025.

i. On 30th January, 2025, the Board approved the issue of 1,00,000 Secured Redeemable NCDs of ?1,000/- each aggregating ?10 crore on a private placement basis (Series II NCDs).

j. The Board of Directors in its meeting held on 24th February, 2025, approved a proposal for raising funds through Series III NCDs in one or more tranches. On the same date, the Company allotted 22,870 NCDs on a preferential basis to identified allottees.

k. On 27^th March, 2025, the Company allotted 21,700 NCDs (Series III) on a preferential basis to identified allottees.

14. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT:

The following material changes and commitments occurred between the end of the financial year of the Company to which these financial statements relate and the date of the report, affecting the financial position of the Company:

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

b) The Board, in its meeting held on 28^th May, 2025, approved a proposal for the issuance of Subordinated Debt instruments for the financial year 2025 -

26.

c) In its meeting dated 28^th May, 2025, the Board approved the proposal for shifting of the registered office of the Company from the State of West Bengal to Tamil Nadu, subject to shareholder and other regulatory approvals. Shareholder consent was obtained via Postal Ballot dated 7^th July, 2025.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

16. PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess of limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Vadasseril Chacko Georgekutty	Managing Director
Mr. Midhun Ittoop	Non-executive Director
Mrs. Neethu Subramoniyan	Independent Director
Mr. Varghese Mathew	Non-executive Director
Mrs. Indu Kamala Ravindran	Independent Director
Roopamol K S	Company Secretary
Vishnu Sivan	Chief Financial Officer

The Board is well constituted with composition of One Executive, two Independent Directors and two Non-Executive Directors.

During the year, Ms. Priyanka Kalra, resigned from the post of the Company Secretary w.e.f December 5, 2024. The Board of Directors of the Company in its meeting held on December 20, 2024 appointed Mr. Nandu C. Mohan as the Company Secretary of the Company w.e.f December 5, 2024. Thereafter, he resigned from the post w.e.f January 13, 2025.

Thereafter, the Board of Directors in their meeting held on April 16, 2025 appointed Ms. Roopamol K S as the Company Secretary and Compliance Officer of the Company.

COMPOSITION OF COMMITTEES OF THE BOARD

AUDIT COMMITTEE:

Mrs. Neethu Subramoniyan	Chairperson
Mrs. Indu Kamala Ravindran	Member
Mr. Varghese Mathew	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Mrs. Neethu Subramoniyan	Chairperson
Mrs. Indu Kamala Ravindran	Member
Mr. Varghese Mathew	Member

NOMINATION REMUNERATION COMMITTEE:

Mrs. Neethu Subramoniyan	Chairperson
Mrs. Indu Kamala Ravindran	Member
Mr. Varghese Mathew	Member

18. NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 202425	Date of the Meeting
Board Meeting	10	28.05.2024, 09.07.2024, 31.07.2024, 14.08.2024, 12.11.2024, 20.12.2024, 30.01.2025, 11.02.2025, 17.02.2025, 24.02.2025
Audit Committee	4	28.05.2024, 14.08.2024, 12.11.2024, 11.02.2025
Nomination & Remuneration Committee	1	14.08.2024, 20.12.2024
Stakeholders Grievances Committee	1	17.02.2025
Finance Committee	3	14,08,2024,24.02.2025, 27.03.2025

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committee. The Manner in which the evaluation has been carried out is explained below.

19. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its performance.

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

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

vi. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of Company Secretaries of India during the financial year 2024-25.

21. INDEPENDENT DIRECTORS:

A. Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6).

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 17^th February, 2025 as per schedule IV of the Companies Act, 2013.

C. Familiarisation Programme for Independent Directors:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.rfsl .co.in

22. DETAILS OF POLICIES:

The Company has the following policies which are applicable as per the

Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company.

• KYC Documentation Policy

• Fair Practice Policy

• Board Diversity Policy

• Code for Fair Disclosure

• Policy for Preservation of Documents

• Nomination and Remuneration Policy

• Board Evaluation Policy

• Policy on Related Party Transactions

• Vigil Mechanism /Whistle-Blower Policy

• Sexual Harassment Redressal Policy

• Policy for Determination of Materiality of an Event Information

• Material Subsidiary Policy

23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

24. 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. It is affirmed that during the Financial Year 2024-25, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys websitewww.rfsl.co.in.

25. 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 and details of Nomination and Remuneration is available on the website of the Company at www.rfsl.co.in.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following objectives:

The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director and is available in the company website www.rfsl.co.in.

The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2025 is uploaded on the website of the Company.

27. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. 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 also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

28. 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.

29. CORPORATE GOVERNANCE REPORT:

As on 31^st March, 2025, the Companys Paid-up Capital and Net worth is less than Rs. 10 Crores and Rs. 25 Crores respectively. Hence, compliance with respect to Regulations 17-27 of SEBI Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 will not apply to the company.

30. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits are not breached, a report on CSR activities is not annexed in this Annual report.

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

The Company has not entered into related party transactions during the year. There are no materially significant related party transactions during the year, which, in the opinion of the Board, may have potential conflicts with the larger interests of the Company.

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.

32. 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, Prohibition 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 Prohibition 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.

33. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 202425 to the BSE Limited.

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

The Register of Members and Share Transfer books of the company will be closed from 19^th September, 2025 to 25^th September, 2025 (both days inclusive).

During the Financial Year 2024-25, the Register of Members & Share Transfer Books of the Company remain closed from Tuesday, 4th February, 2025 to Monday, 10th February, 2025 (both days inclusive) for the purpose of the Extra Ordinary General Meeting of the Company held on Monday, 10th February, 2025.

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

a) Conservation of Energy: -

• The steps taken or impact on conservation of energy: N.A.

• The steps taken by the Company for utilizing alternate sources of energy: N.A.

• The capital investment on energy conservation equipment: N.A.

b) Technology Absorption:

• The efforts made towards technology absorption: N.A

• The benefits derived like product improvement, cost reduction product development or import substitution: N.A

• In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

• The details of technology imported: N.A

• The year of import: N.A

• Whether the technology been fully absorbed. N.A.

• If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

• The expenditure incurred on Research and Development. N.A.

c) Foreign Exchange Earnings and Outgo: Not Applicable

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

37. COMPLIANCE WITH RBI PRUDENTIAL NORMS:

The Company has complied with the prudential norms on income recognition, accounting standards, assets clarification, provisioning for bad and doubtful debts as applicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31^st March, 2025.

38. 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.

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 REASONS THEREOF:

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

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

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

41. 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.

42. 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 2025 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, Practising Company Secretaries (Membership No. 3534 CP: 1087) were appointed to conduct

secretarial audit for the financial year 2024-2025.

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 2024-25, the Board of Directors would like to clarify and submit the following:

(i) There were minor delays in filing of few forms 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) It was observed that the disclosure relating to the resignation of a Key Managerial Personnel was made with a slight delay beyond the prescribed timeline. The Company did not intimate the resignation to the stock exchange within 24 hours of the occurrence of the event or information, as mandated under Regulation 30(6)(iii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."

Boards Response:

The Board acknowledges the observation and assures that corrective actions are being implemented to ensure strict adherence to the SEBI regulations. Ms. Priyanka Kalra, erstwhile Company Secretary (Key Managerial Personnel) of the Company has tendered her resignation from the position of Company Secretary (Key Managerial Personnel) of the Company due to personal reason vide her letter dated 26^th November, 2024 and was relieved from the services of the Company with effect from close of business hours on 5^th December 2024 after placing at the meeting of the Board of Directors on the same date. The disclosure along with the resignation letter was disclosed to the stock exchange after the board meeting on December 6, 2024. Measures have been put in place to ensure timely submission of disclosures in future, including strengthened internal compliance monitoring.

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.

43. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR

At present Directors are not receiving any remuneration from the company in view of the financial constraints, hence the same is not applicable to the Company.

44. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

45. 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 standard 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.

46. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, the Government of West Bengal and Kerala during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

47. CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

	By and on behalf of Board of Directors
	For Richfield Financial Services Limited
	Sd/-	Sd/-
	Mr. Vadasseril Chacko	Mr. Varghese Mathew
	Georgekutty
Place: Kochi	Managing Director	Director
Date: 13-08-2025	DIN:09194854	DIN: 08001027