RNFI Services Ltd Directors Report

Dear Members,

The Board of Directors (Board) hereby submits the 10th Annual Report on the business and operations of RNFI Services Limited (Company or Our or We or RNFI) together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2025 (FY 2024-25).

1. FINANCIAL PERFORMANCE

The standalone and consolidated financial highlights of the Companys operations are summarised below:

(Amount in INR Lakh.)

	Standalone		Consolidated
Particulars	F.Y. 2024-2025	F.Y. 2023-2024	F.Y. 2024-2025	F.Y. 2023-2024
Total Revenue	28,233.47	15,362.90	92,336.06	94,305.10
Total Expenses	26,389.05	14,171.43	89,661.85	93,011.95
Profit/(Loss) Before Tax	1,844.42	1,191.48	2,674.21	1293.15
Profit/(Loss) After Tax	1413.33	919.81	2,009.90	987.56
EPS	6.19	5.02	7.97	5.80

2. STATE OF THE AFFAIRS OF THE COMPANY/OPERATIONAL HIGHLIGHTS

During the FY 24-25 Company was engaged in Business of Corporate Business Correspondent, EMI Collection, Delinquent Loan Recovery & other ancillary business including Business banking switch, connected banking, Verification tool, Insurance broking & Forex Business etc. though its Subsidiary.

On Standalone Basis our company has made a profit after tax in FY 2024-25 of INR 1,413.33 Lakhs as compared INR 919.81 Lakh for the previous year. The Performance of the Company has improved as compared to the previous year.

During the Financial year the companys total revenue was INR 28,233.47 Lakhs. The Board of Director are making continuous efforts for achieving even better position of company.

On Consolidated basis our company and Subsidiaries have made a profit after tax in FY 2024-25 of INR 2,009.90 Lakhs as compared INR 987.56 Lakh for the previous year. The Performance of the Company has improved as compared to the previous year.

During the Financial year the companys total revenue was INR 92,336.06 Lakhs. The Board of Director are making continuous efforts for achieving even better position of company.

In the Extraordinary General Meeting held on 7th January, 2025, the Company approved the addition of a new object clause in its Memorandum of Association relating to Cash Management business and allied service

Changes in Ownership in Subsidiary Company/Control in LLP

The Company already holds majority stakes in two LLPs. During the financial year 2024-25, the Company further increased its ownership in Reliconnect LLP.

Highlights of Performance of Subsidiaries

PaySprint Private Limited, material subsidiary of the Company, achieved a total income of 13,466.19 Lakhs during FY 2024-25 (FY 2023-24: 15,461.85 Lakhs). It reported a net profit of 504.52 Lakhs during FY 2024-25 (FY 2023-24: Loss of 183.75 Lakhs).

RNFI Money Private Limited, material subsidiary of the Company, achieved a total income of 49,028.59 Lakhs during FY 2024-25 (FY 2023-24: 64,377.62 Lakhs). It reported a net loss of 22.83 Lakhs during FY 2024-25 (FY 2023-24: Profit of 98.00 Lakhs).

Reliassure Insurance Brokers Private Limited, subsidiary of the Company, achieved a total income of 1,069.93 Lakhs during FY 2024-25 (FY 2023-24: 509.36 Lakhs). It reported a net Profit of 246.73 Lakhs during FY 2024-25 (FY 2023-24: Profit of 175.65 Lakhs).

The salient features of the performance and financial position of each of the subsidiaries and associate companies are given in Form AOC-1 attached to the Consolidated Financial Statements for FY 2024-25 and forms an integral part of the Annual Report.

Listing of Securities

The Equity Shares of the Company are presently listed on National Stock Exchange of India Limited (NSE Emerge). The Annual Listing Fee for FY 2024-25 has been paid to the Stock Exchanges.

3. DIVIDEND

The Board of Directors of your company has not declared any Dividend for the current financial year.

4. Material changes and commitments, if any, affecting the financial position of the Company

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

5. SHARE CAPITAL

As on March 31,2025 the authorized share capital of the Company is INR 24,99,00,000/- comprising of 2,49,90,000 Equity Shares of INR 10/- each.

During the year under review, the Company has issued and allotted equity shares as Initial Public Offer 67,44,000 equity shares.

As on March 31,2025 the Paid-up share capital of the Company is INR 24,95,26,880/- comprising of 2,49,52,688 Equity Shares of INR 10/- each.

6. WEB LINK OF ANNUAL RETURN:

In accordance with the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY 202324, is available on the Companys website at link https://rnfiservices.com/investor-information.Dhp

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to provisions of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, related to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given as Annexure - I.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

• In the preparation of the annual accounts for the year ended 31st March 2025 the applicable Indian accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

• 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 as at 31st March, 2025 and of the profit of the Company for the year ended on that date.

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

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and.

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

9. DIRECTORS & KEY MANAGERIAL PERSON (KMP)

The Board of Directors (the Board), an apex body formed, provides and evaluates the strategic directions of the Company; formulates and reviews management policies and ensure their effectiveness.

The Board represents an optimum mix of professionalism, knowledge and experience. The Company has benefited from the professional expertise of the Directors.

The details of each member of the Board along with the number of Directorship(s), and their shareholding in the Company are provided herein below: -

COMPOSITION AND DIRECTORSHIP(S) AS ON 31ST MARCH,2025

Name	Date of Joining	DIN	Shareholding
Mr. Ranveer Khyaliya	13/10/2015	07290203	Negligible
Mr. Rahul Srivastava	1/11/2023	09401251	-
Mr. Deepankar Aggarwal	1/11/2023	05284120	4800
Mr. Kirandeep Singh Anand	1/11/2023	10362287	-
Mr. Sunil Kulkarni	1/11/2023	02714177	-
Mr. Avtar Singh Monga	1/11/2023	00418477	-
Mr. Ashok Kumar Sinha	1/11/2023	08812305	-
Ms. Mona Kapoor	1/12/2023	08546666	-

a) Appointment and Re-appointment of Director During the year under review:

Mr. Deepankar Aggarwal, Executive Director, was reappointed as director to retire by rotation in the Annual General Meeting.

b) Key Managerial Personnel (KMP) During the financial year ended March 31, 2025

The following persons were acting as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

• Mr. Nimesh Khandelwal - Chief Financial Officer

• Mr. Kush Mishra - Company Secretary & Compliance officer *

• Krishna Kumar Radheshyam Daga - Chief Executive Officer was appointed to the board on December 07, 2024.

10. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

11. BOARDS COMMENT ON THE AUDITORS REPORT

The Auditors report is self-explanatory and do not call for any further comment. There were no observations /qualifications made by the Auditors in the Audit Report.

12. MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss business plan and strategies. Notice of Board meeting is given well in advance to all the Directors. During the financial year ended 31st March 2025 the following were the dates on which Board of meetings were held:

S. No.	Date of Board Meetings	Total Strength of the Board	No. of Directors Present
1	11/05/2024	8	8
2	10/07/2024	8	8
3	12/07/2024	8	8
4	19/07/2024	8	8
5	25/07/2024	8	7
6	25/07/2024	8	7
7	05/09/2024	8	7
8	12/10/2024	8	8
9	12/11/2024	8	8
10	07/12/2024	8	8
11	22/03/2025	8	8
12	29/03/2025	8	7

• The maximum interval between any two meetings was well within the maximum allowed gap of 120 Days.

13. CORPORATE GOVERNANCE

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Companys Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

14. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD & OF INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Directors. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Companys business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board evaluated its performance as a whole and was satisfied with its performance and composition of Directors.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals Impacting the going concern status and Companys operations in future.

16. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements required pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rule, 2014 have been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act and Companies (Indian Accounting Standard) Rules, 2015. The audited consolidated financial statement is provided along with the Standalone Financial Statement.

17. DETAILS IN RESPECT OF FRAUDS REPORTING U/S 143(12) BY AUDITOR

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

18. RELATED PARTY TRANSACTION- SECTION 188

All related party transactions, undertaken during FY 2024-25, are in compliance with the applicable provisions of the Act. Further, no contracts, arrangements or transactions entered into during the reporting year required approval from Shareholders.

There are no related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

The disclosure of related party transactions as required under provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report. The details of the transactions with related parties are provided in Note 43 of standalone financial statements and Note 42 of the consolidated financial statements.

19. ALTERATION IN THE OBJECT CLAUSE IN MOA

During the Financial Year the Company has altered the object clause of the Memorandum of the Association of the Company on January 07, 2025.

20. CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company during the year has not changed its registered office.

21. EXTRACT OF ANNUAL RETURN IN MGT-9

The extract of Annual return in MGT-9 is enclosed as part of Annual report.

22. APPLICABILITY OF SECRETARIAL STANDARDS ISSUED BY ICSI .

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013 in true letter and spirit.

23. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, Kushal S Poonia & Co. (ICAI Firm Registration No. 156576W), have been appointed as the Statutory Auditor of the Company due to casual vacancy of Vikash a. Jain & co. to hold office for a period of five consecutive years from the conclusion of the 10th Annual General Meeting (AGM) till the conclusion of 14th AGM of the Company to be held in the calendar year 2029. The auditor confirms their non-disqualification as auditor of the Company.

24. Auditors Report

The Auditors Reports for FY 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer requiring Board to comment thereon in their report. This Report is enclosed with the Financial Statements forming part of this Annual Report.

25. SECRETARIAL AUDIT

As required under provisions of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended and Regulation 24A of the Listing Regulations, the Company has appointed M/s. Sharma Nitesh & Associates, Company Secretaries, to conduct the Secretarial Audit for FY 2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. The Report forms part of this Annual Report as Annexure IX.

Pursuant to Regulation 24A of the Listing Regulations, every listed company is required to annex with its annual report the Secretarial Audit Report of its material subsidiaries incorporated in India. In compliance with the said requirement, the Secretarial Audit Report for FY 2024-25 of PaySprint Private Limited & RNFI Money Private Limited, material subsidiary of the Company, forms part of the Annual Report as Annexure X.

26. MAINTAINANCE OF COST RECORDS

Business activities of the Company are not covered under the ambit of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, hence, the Company is not required to maintain cost records as specified by the Central Government under above said provisions.

27. INTERNAL AUDITORS

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Board in its meeting held on 5th September 2024, appointed Deepanshu & Company, Chartered Accountants, as Internal Auditors of the Company for FY 2024-25.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees or Investments made under provisions of Section 186 of the Act are provided in the Note 8 & 16 of the Standalone Financial Statements.

29. BORROWINGS

During the period, the Company has taken loans from Banks and NBFC.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The integrated framework adopted by the company, which is based on the applicable on guidance on internal financial control, is adequate and effective. The systems and procedures adopted by the company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

The Statutory Auditors and Internal Auditors also evaluate the system of Internal Controls of the Company. In opinion of the Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31st March, 2025.

31. RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment, and statutory compliance.

32. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. Towards this effort and as per requirement under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, as amended, the Company has put in place a Policy on Prevention of Sexual Harassment at Workplace.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors further state that during the year all the provisions of Maternity Benefit Act,1961 has been complied.

33. Corporate Social Responsibility (CSR)

The CSR policy outlines the Companys philosophy, responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The brief outline of the CSR policy of the Company along with other mandatory details is annexed in Annexure VI.

34. GENERAL

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

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013

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

3. The Company has subsidiary and the Managing Director of the Company receive remuneration from one of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

35. PUBLIC DEPOSITS

During FY 2024-25, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and no amount of interest or principle was outstanding as on 31st March, 2025.

36. VIGIL MECHANISM/WHISTLE BLOWER POLICY/ INSIDER TRADING REGULATIONS

Pursuant to provisions of Section 177 of the Act, Regulation 22 of the Listing Regulations and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has established Vigil Mechanism/Whistle Blower Policy for Directors and Employees and other stakeholders. This Policy has been established with a view to provide a tool to directors and employees of the Company and other stakeholders to report, to the management, genuine concerns including unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the Company.

This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct is noticed or suspected. This Policy also provides for adequate safeguards against victimization of director(s) or employee(s) or any other person who avails of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee the Vigil Mechanism/Whistle Blower Policy in the Company. The Company has not received any concerns/grievances under the said policy during the year under review.

The Company also adopts the concept of trading window closure, to prevent its directors, officers, designated employees, their relatives from trading in the securities of the Company at the time when there is unpublished price sensitive information.

The Vigil mechanism/Whistle Blower Policy is available on the Companys website at the link https://rnfiservices.com/policies.php.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis (MDA) Report forms an integral part of this Report.

38. Business Responsibility & Sustainability Report (BRSR)

BRSR reporting is not applicable to the Company as it has not been part of the top 1000 Companies based on market capitalisation as on 31st March 2025.

39. Corporate Governance Report

A separate report on Corporate Governance (CGR) is enclosed as part of this Annual Report.

40. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

41. ANNEXURE

a) Declaration regarding compliance by Board Members and Senior Management Personnel with companys code of conduct is attached as Annexure II

b) Board confirmation on Independent Director is attached as Annexure III

c) Certificate stating that none of the Directors on the Board of the company have been debarred or disqualified from being appointed or continuing as Directors of the companies by the Board/Ministry of Corporate Affairs or any such statutory authority issued by CS Nitesh Kumar Sharma, Sharma Nitesh & Associates Practicing Company Secretaries, is annexed herewith as Annexure IV.

d) Details relating to Remuneration of Directors and Key Managerial Personnel (KMP) as required under Section 197(12) of the Companies Act, 2013 is attached as Annexure V

e) Report of CSR Activities is attached as Annexure VI.

f) Statement Pursuant to First Proviso To Sub-Section (3) Of Section 129 Of the Companies 1 Relating To Subsidiary Companies / Joint Venture (Part A & Part B) as Annexure VII

g) Details relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is attached as Annexure VIII

42. Disclosure of certain types of agreements binding listed entity

The Company has not been informed of any agreement under Regulation 30A(1) read with Clause 5A of Para A of Part A of Schedule III of the SEBI Listing Regulations. Accordingly, there is no requirement for disclosing the same.

43. ACKNOWLEDGEMENT

Your company takes this opportunity to thank all the Shareholders and investors of the company for their continued support. Your directors wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.

For and on behalf of
RNFI Services Limited
(Formerly known as RNFI Services Private Limited)
Ranveer Khyaliya	Deepankar Aggarwal
Chairman and Managing	Director Director
DIN: 07290203	DIN: 05284120
Date: September 08, 2025
Place: New Delhi