RNFI Services Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Annual Report of the company, together with the Audited Accounts for the financial year ended 31^st March 2023

1. FINANCIAL RESULTS

The Companys financial performance, for the year ended 31^st March 2023 (Standalone)

Particulars	Year ended 31st March 2023	Year ended 31st March, 2022
	(Amount in Rs.)	(Amount in Rs.)
Total Revenue	1,477,467,181.96	1,54,30,39,895.24
Total Expenses	1,394,214,067.65	1,46,97,59,650.68
Profit Before Tax	83,253,114.31	7,32,80,244.56
Profit After Tax	63,294,599.62	5,37,65,574.22
EPS	632.95	537.66

The Companys financial performance, for the year ended 31^st March 2023 (Consolidated)

Particulars	Year ended 31st March 2023	Year ended 31sl March, 2022
	(Amount in Rs.)	(Amount in Rs.)
Total Revenue	10,672,562,393.48	1,908,485,129.31
Total Expenses	10,598,316,246.26	1,828,690,034.46
Profit Before Tax	74,246,147.22	79,495,094.85
Profit After Tax	56,966,524.95	57,214,202.37
EPS	569.67	572.14

2. COMPANYS PERFORMANCE

Our company has gained a profit after tax in FY 2022-23 of INR 63,294,599.62 as compare to FY 2021-22 for Rs 5,37,65,574.22 on standalone basis.

RNFI Services Private Limited incorporated in 2015, Providing a B2B digital platform for its retail network to provide financial inclusion services for the underserved population, fastest growing B2B fintech company massively expanding its geographical presence. In only six year acquired Retailer/Agent base of more than three lakh outlets. Business Correspondent of Bank of India, ICICI Bank, FINO Payments Banks, Airtel Payments Bank, Paytm payments Bank, NSDL Payments Bank and YES Bank.

There has no change in the business of the company during the financial year ended with 31^st March,2023

FINANCIAL PERFORMANCE IMPACT DUE TO CONSOLIDATION OF

ACCOUNTS

The Company revenue from business has declined as compare to previous of Rs 1,883,109,567.69 to Rs 10,644,241,437.74. The profit of the Company marginally declined from previous year of Rs 57,214,202.37 to Rs 56,966,524.95. The financial performance of the company has just slightly declined as compare to previous years financial performance.

The standalone performance of the company has declined due to which the consolidation financial position of the company also declined.

The board is hopeful that in upcoming financial years the performance of the company will improve both on standalone and consolidation basis.

3. DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2022-2023

4. CHANGES IN THE CAPITAL STRUCTURE

Authorized Share Capital:

During the financial year under review, the authorized share capital of the Company has not increased from 10,00,000/-

As on March 31,2023 the authorized share capital of the Company is INR 10.00. 000/- comprising of 1,00,000/- Equity Shares of INR 10/- each.

Issued, Subscribed, Paid-up Share Capital:

During the year under review, the Company has not issued and allotted any equity shares.

As on March 31,2023 the paid-up share capital of the Company is INR 10.00. 000/- comprising of 1,00,000/- Equity Shares of INR 10/- each.

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

Further, the Company is not energy intensive. However, the Company takes every effort to ensure optimum use of energy by using energy- efficient LED Lightings, Air Conditioners etc.

The Company, however, had dealings in foreign exchange as mentioned below.

Expenditure incurred	Rs 4,42,157.24
Income earned	Nil

The particulars with regard to foreign exchange earnings and outgo appeared in the balance sheet and explanation available in the accounting policies and notes to accounts of the balance sheet of the company during financial year under review.

6. STATE OF AFFAIRS

As the Company is acting as a Business Correspondent of various Banks and Payment Banks and engaged in the business of Domestic Money Transfer (DMT), IMPS, AEPS, Mobile Recharges, Railway and Air Tickets. Cash Collection Services, EMI Collection Services and other incidental business through its agents/channel partners network, the revenue of the company is service charges received for various transactions, onboarding fees of merchants, sale of recharges etc.

There has been no change in the business of the Company during the financial year 31^st March, 2023.

7. DIRECTORS

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 31^st March,2023

Name	DIN	Date of Joining
RANVEER KHYALIYA	0790203	13-10-2015
MR. NITESH KUMAR SHARMA	07290315	13-10-2015

There is no change in the directorship of the Company.

8. BOARDS COMMENT ON THE AUDITORS REPORT

The Auditors report is self-explanatory. There were no observations/qualifications made by the Auditors in the Audit Report.

9. MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss business plan and strategies. The notice of Board meeting is given well in advance to all the Directors

During the financial year ended 31^st March, 2022 the following were the dates on which Board of meetings were held:

S. No.	Date of meeting	Number of Directors	Number of Attendees
1	01.04.2022	2	2
2	05.04.2022	2	2
3	14.05.2022	2	2
4	01.06.2022	2	2
5	15.06.2022	2	2
6	20.06.2022	2	2
7	25.06.2022	2	2
8	07.09.2022	2	2
9	12.09.2022	2	2
10	29.09.2022	2	2
11	04.10.2022	2	2
12	16.11.2022	2	2
13	09.12.2022	2	2
14	25.03.2023	2	2

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

The Company is not required to constitute CSR committee as per Provisions of the Companies Act, 2013. The Board of directors from time to time discuss on CSR to explore the possibilities of areas for CSR expenditures and amount that is sufficiently utilized for the CSR purpose as per Companies Act, 2013 requirement.

10. MATERIAL CHANGES AND COMMITMENTS

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.

11 .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.

12.SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company have subsidiaries of the Company. The Company has done consolidation of accounts. Details of the salient features part in AOC-1 attached.

SI. No	Name of Company	Relationship	Percentage Share held
1	RNFI MONEY PRIVATE LIMITED	Subsidiary	100
2	RNFI FINTECH PRIVATE LIMITED	Subsidiary	100
3	CIPHERSQUARE DIGITAL PRIVATE LIMITED (formerly known as RNFI CMS SERVICES PRIVATE LIMITED	Subsidiary	100
4	RELIASSURE INSURANCE BROKERS PRIVATE LIMITED	Subsidiary	100
5	PAYSPRINT PRIVATE LIMITED	Subsidiary	59.81
6	OSSR TECH SOLUTIONS PRIVATE LIMITED*	Subsidiary	60.83

The Company has not done consolidation of financials with OSSR TECH SOLUTIONS PRIVATE LIMITED for FY 2022-2023.

Name of Company discontinued to be subsidiaries of the Company for FY ending 31.03.2023 from previous year of reporting.

SI. No	Name of Company	Relationship	Percentage Share held
1	MICROKRED TECHNOLOGIES PRIVATE LIMITED	Subsidiary	51%
2	RNFI ZAMBIA LIMITED	Subsidiary	70%

13. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended 31^st March, 2023 the applicable 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.

b) 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 on 31^st March, 2023 and of the profit of the Company for the year ended on that date.

c) 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.

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

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) 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.

14. EXTRACT ANNUAL RETURN

The Extract of Annual Return in MGT-9 of the Company as on March 31, 2023 is enclosed as annexure-A.

15. 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.

16. DELATED PARTY TRANSACTION- U/S 138

The Company from time to time enter related party transactions with its related parties details of the same is part of the financial statements of the company.

17. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company with true letter and spirit.

18. 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.

19. 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.

20. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. The Company adopted Prevention of Sexual Harassment at Workplace Policy.

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.

21. WEBLINK OF ANNUAL RETURN

The Company is having websites i.e. www.rnfiservices.com and annual return of the company has been published on such website as per section 92(3) of the companies act, 2013 .

22. RULE 8(5) fxii)

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

23. RULE 8(5) (xiii)

the details of difference between the 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. Disclosure on above mentioned two clauses are required to give in Directors Report of Companies along with other disclosures.

24. 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. 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.

4. CSR is applicable on the Company.

25. DEPOSITS

The Company has not accepted any deposits during the year under review.

25. PARTICULARS OF LOANS AND INVESTMENTS

The company has given Loan / Guarantee/ Security during financial year in compliances with the provisions of section 186 of Companies Act-2013. Details of Loans, Guarantee and Investment covered under the provisions of section 186 of the company act-2013 are given in the notes IV to the financial statement.

27, TRANSFER TO RESERVE:

No amount was transferred to the reserves during the financial year ended 31st March, 2023.

28. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall spend, in every financial year, at least two percent of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.

The expenditure on account of CSR activity calculated in accordance with the provisions of Section 198 read with other applicable provisions of the Companies Act, 2013 required to be made by the company for the financial year 2022-23 was as per details given hereunder:

Average net profit of the company for last three financial years:

(In Rs.)

Financial Year	Profit Before Tax	Profit calculated u/s 198
2019-20 I	42,82,700	42,82,700.00
2020- 21	97,620,288.00		97,620,288.00
2021- 22	74,281,464.00		74,281,464.00
Average NP	587,28,151		587,28,151

Prescribed CSR Expenditure (two per cent, of the above amount):

Rs. 11,74,563/- (Rupees) (2% of Profit calculated as per u/s198 of Companies Act, 2013)

Details of CSR spent during the financial year.:

(a) Total amount spend for the financial year; Rs. 18,70,000/- includes previous years unspent amount

(b) Amount unspent, if any; NA

(c) Manner in which the amount spent during the financial year is given below:

Details / Particulars / Sector	Amount (INR)
Medical & Education Sector	18,70,000

Further, your Company is in continuous process of exploring and evaluating new opportunities to increase the CSR expenditure to the prescribed levels As a socially responsible company, your Company stays committed to increase its CSR impact over the coming years with its aim for maximum social bearing.

The other details are part of the financial statements.

29. PROCESS FOR SME LISTING

The Board of directors of the Company making efforts to get the company listed under SME platform in one for the Nationalized Stock exchanges. The Board of directors are doing all necessary action in respect of the same. The due process to get the company listed shall take procedural time to get materialized. The Board is hopeful that in upcoming financial year 2023-2024 the company shall be able to get it self-listed on nationalized stock exchange.

30. 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.

BY ORDER OF THE BOARD

FOR RNFI SERVICES PRIVATE LIMITED

NITESHKUMAR SHARMA	RANVEER KHYAUYA
Director	Director
DIN: 07290315	DIN: 07290203
Dated: 15.09.2023
Place- Mew Delhi