RNFI Services Ltd Directors Report

Joint Ventures

The Company is not having any Joint Venture business and no company has become its joint Venture during the year under review

Associate Companies

In term of Sec 2(6) of the Companies Act, 2013, Payworld Digital Services Private Limited is an Associate Company. A separate statement containing the salient features of the financial Statement of the Companys Associate is being provided in Form AOC-1 along with financial Statements in terms of Section 129(3) of the Companies Act, 2013.

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 2025-26 has been paid to the Stock Exchanges.

• Payworld Digital Services Private Limited, Associate Company

Pursuant to Regulation 16 of the Listing Regulations, RNFI Money and Paysprint are the Material Subsidiaries of the Company for FY 2025-26 and shall continue to be the Material Subsidiaries of the Company during Financial Year 2026-27. The Policy on Determining Material Subsidiary is available on the Companys website.

During the year, the Board reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Act, the Company prepared the Consolidated Financial Statements of the Company and all its Subsidiaries, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of the Companys Subsidiaries, in the prescribed Form AOC-1, is annexed to this Annual Report. The statement also provides the details of performance and financial positions of each of the Subsidiaries.

DIVIDEND

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

MATERIAL CHANGES AND COMMITMENTS

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

Authorized Share Capital:

As on March 31, 2026, the authorized share capital of the Company is INR 29,99,00,000/- comprising of 2,99,90,000/- Equity Shares of INR 10/- each.

During the year under review, the authorized share capital of the Company was increased from INR 24,99,00,000/- comprising of 2,49,90,000/- Equity Shares of INR 10/- each to INR 29,99,00,000/- comprising of 2,99,90,000/- Equity Shares of INR 10/- each.

Issued, Subscribed, Paid-up Share Capital:

As on March 31, 2026 the Paid-up share capital of the Company is INR 25,06,06,510/- comprising of 2,50,60,651 Equity Shares of INR 10/- each.

During the year under review, the Company has issued and allotted 1,07,963 equity shares of Rs. 10/- each on Preferential basis. Therefore, the paid-up capital of the Company was increased from INR 24,95,26,880/- comprising of 2,49,52,688 Equity Shares of INR 10/- each to INR 25,06,06,510/- comprising of 2,50,60,651 Equity Shares of INR 10/- each.

During the year under review, the Company has issued and allotted 23,25,918 fully convertible warrants and each warrant are convertible into one equity share of face value of Rs. 10 each within 18 months of date of allotment of warrants.

WEB LINK OF ANNUAL RETURN, IF ANY:

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

The information pursuant to provisions of Section 134 of the Companies Act, 2013 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.

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, 2026, the applicable Indian accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 had been followed and there are no material departures from the same.

• The Directors had 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, 2026 and of the profit of the Company for the year ended on that date.

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

Board and Committees:

The Board is central to the Companys corporate governance practices, overseeing the Companys operations to ensure that Management acts in the best interests of all stakeholders. The Company believes that a well-informed, independent, and engaged Board is essential to maintaining the highest standards of governance. The Board provides strategic guidance, monitors performance, and ensures adherence to ethical business practices, while managing risks effectively.

It continually evaluates and adapts governance practices to remain aligned with the evolving business environment, markets in which we operate and the Companys core values, ensuring that governance principles support long-term strategic objectives.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency, as applicable) and hold highest standards of integrity.

Committees of the Board:

The Board of Directors has constituted following Committees, viz.:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The details of such Committees including their composition, number of meetings held and attended and terms of reference as required under provisions of the Act and Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

There were no instances where the Board had not accepted any of the recommendations of the Audit Committee.

Key managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

• Mr. Ranveer Khayalia - Managing Director

• Mr. Krishna Kumar Daga - Chief executive officer

• Mr. Nimesh Khandelwal - Chief Financial Officer

• Mr. Mohit Chauhan - Company secretary and Compliance officer

Directors

Mr. Deepankar Aggarwal, (DIN:05284120) Executive Director was re-appointed as director to retire by rotation in the 10th Annual General Meeting of the Company.

Key Managerial Personnel

Mr. Mohit Chauhan, Company Secretary & Compliance officer was appointed on September 25, 2025.

Directors

During the Financial Year under review, no director resigned from the Company.

Key Managerial Personnel

Mr. Kush Mishra, Company Secretary & Compliance officer resigned from the company with effect from August 12, 2025.

Meeting of Board of Directors:

During the year under review, the Board of Directors met (13) times to discuss and approve various matters including financials, appointment of auditor, review of audit reports and other Board matters. For further details, please refer to the report on Corporate Governance forming part of this Annual Report.

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.

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

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and that of the individual Directors. The evaluation was conducted based on various parameters, including leadership, strategic guidance, participation and engagement, domain knowledge and expertise, quality of decision-making, ethical standards and integrity, attendance and contribution to Board and Committee deliberations, independent judgment, corporate governance practices, relationships with stakeholders and management, and willingness to devote sufficient time and attention to the affairs of the Company.

Based on the evaluation, the Board concluded that it functions effectively and that its Committees continue to discharge their responsibilities efficiently. The Board further noted that the Directors possess an appropriate mix of skills, experience, expertise and industry knowledge relevant to the Companys business and operations. The overall performance of the Board, its Committees and the individual Directors was found to be satisfactory.

The Independent Directors at their separate meeting held on March 28, 2026, reviewed the performance evaluation of Non-Independent Directors, the Board as a whole and the Chairperson of the Board on the basis of structured questionnaire covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance. They also assessed the quality, quantity and timeliness of flow of information between the Management of the Company and the Board. The Independent Directors expressed NonIndependent Directors are devoting their time, energy and expertise towards the progress of the Company and the Chairman with his rich expertise has guided the directors in their performance towards the progress of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS:

Mr. Avtar Singh Monga, Mr. Sunil Kulkarni, Mr. Ashok Kumar Sinha and Mrs. Mona Kapoor, Independent Directors, hold office for their respective term. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

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.

POLICY ON DIRECTORS REMUNERATION:

The Companys remuneration policy for Directors, Key Managerial Personnel, Senior Management Personnel and other employees as recommended by the Nomination and Remuneration Committee and approved by Board from time to time has been disclosed in the Corporate Governance Report, which forms part of this Annual Report and also available at the Companys website.

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.

RELATED PARTY TRANSACTION- SECTION 188:

All related party transactions, undertaken during FY 2025-26, 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. Thus, disclosure in Form AOC-2 is not required.

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 2025-26 and hence does not form part of this report. The details of the transactions with related parties are provided in Note 41 of standalone financial statements and Note 42 of the consolidated financial statements.

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 in its Extra Ordinary General Meeting held on January 30, 2026.

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.

STAUTORY AUDITORS:

The Members in their 09th Annual General Meeting held on September 30, 2024 had appointed M/s Kushal S Poonia & Co. (Chartered Accountants) as Statutory Auditors of the Company to hold office from the conclusion of the 09th Annual General Meeting till the conclusion of 14th AGM to be held in the year 2029.

The Audit Report on the Financial Statements of the Company for Financial Year ended March 31, 2026 is made part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

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 Members of the Company in its 10th Annual General Meeting had appointed M/s. Kala Agarwal & Associates, Company Secretaries, as a Secretarial Auditor of the Company for a term of five consecutive years, commencing from financial year 2025-26 till financial year 2029-30. The Secretarial Audit Report for the financial year ended 31st March, 2026 is attached herewith as Annexure V and forms an integral part of this Annual Report. The Secretarial Audit report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer.

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 financial year ended 2025-26 of PaySprint Private Limited & RNFI Money Private Limited, unlisted material subsidiaries of the Company, forms part of the Annual Report as Annexure V.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Rule 4 of the Companies (Cost Records and Audit) Rules 2014, the requirement to obtain the Cost Audit Report for the Financial Year 2025-26 is not applicable to your company.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/s. Deepanshu & Co., Chartered Accountants had been re-appointed as the Internal Auditors of the Company for the Financial Year 2025-26 and their report is reviewed on a quarterly basis by the Audit Committee.

COST RECORDS MAINTENANCE:

During the year under review, 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. Therefore, the Company is not required to maintain cost records as specified by the Central Government under above said provisions.

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

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act.

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

There were no significant and material order(s) passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future.

PARTICULARS OF LOANS AND INVESTMENTS:

The company has complied with the provisions of Section 186 of the Companies Act, 2013. Details of the same are part of the financial statements.

BORROWINGS

The detailed information on Borrowings of the Company as on 31st March, 2026 are mentioned in Note No. 22 of the Consolidated Financial Statements of RNFI Services Limited.

PULIC DEPOSITS

During FY 2025-26 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, 2026.

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.

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 applicable 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, 2026.

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.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure - III" to this Report.

Further, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and other details as mentioned in Rule 5(3) of the aforesaid Rules, forms part of this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"), the Company has constituted Sexual Harassment Internal Complaints Committee. The Company is committed to provide a safe and conducive work environment to its employees. Also, the Company has adopted Prevention of Sexual Harassment at Workplace Policy.

The details of complaints received during the year 2025-26 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

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.

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 - II.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis, Business Responsibility and Sustainability Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the Regulations relating to Corporate Governance of SEBI Listing Regulations are set out and form part of this Annual Report.

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.

STATEMENT RELATING TO MATERNITY BENEFITS ACT, 1961

In compliance with the provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder, the Company has implemented a comprehensive Maternity Benefit Policy. This policy outlines employee entitlements related to maternity leave, salary, benefits and other associated provisions and the Company has duly complied with the same during the period under review. The Company confirms that all eligible women employees received the required benefits, including paid leave, continued salary and service and post-maternity support like nursing breaks and flexible work options.

DIFFERENCE IN VALUATION

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.

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:

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

ACKNOWLEDGMENT

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.