Your directors have pleasure in presenting the Annual Report of the company, together with the Audited Accounts for the financial year ended 31st March 2024.

1. FINANCIAL RESULTS

The Company's financial performance, for the year ended 31st March 2024.

2. COMPANY'S PERFORMANCE

Standalone: Our company has made a profit after tax in FY 2023-24 of INR 913.75 Lakhs as compare INR 620.95 Lakh for the previous year. The Performance of the Company has improved as compared to the previous year.

During the Financial year the company's total revenue was INR 15,362.90 Lakhs. The Board of Director are making continuous efforts for achieving even better position of company.

Consolidated: Our company and Subsidiaries have made a profit after tax in FY 2023-24 of INR 987.56 Lakhs as compare INR 489.07 Lakh for the previous year. The Performance of the Company has improved as compared to the previous year.

During the Financial year the company's total revenue was INR 94,305.10 Lakhs. The Board of Director are making continuous efforts for achieving even better position of company.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

3. DIVIDEND

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

4. 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.

5. STATE OF AFFAIRS

There has been no change in the business of the Company during the financial year 31^st March, 2024.

6. INITIAL PUBLIC OFFER AND LISTING

The Company successfully completed its Initial Public Offer (IPO) of 67,44,000 equity shares of face value of Rs.10/- each for cash at a price of Rs.105/- per equity share (including share premium of Rs.95/- per equity share) aggregating to Rs.7,081.20 Lakhs ("the offer") on July 29, 2024. The offer was open to the public from July 22, 2024 and closed on July 24, 2023 and received overwhelming response, was over-subscribed by 221 times. The Anchor Investors Bid/Offer period was one Working Day prior to the Bid/Offer Opening Date i.e. on July 19, 2024. The allotment for RNFI Services Limited IPO was finalized on July 25, 2024. The equity shares of the Company were listed on National Stock Exchange of India Limited Emerge ("NSE Emerge") effective from July 29, 2024. Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent of the Company.

7. CHANGES IN THE CAPITAL STRUCTURE Authorized Share Capital:

During the financial year under review, the authorized share capital of the Company is INR 24,99,00,000/-

As on March 31,2024 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.

Issued, Subscribed, Paid-up Share Capital:

During the year under review, the Company has issued and allotted 2,296 equity shares as Private placement & 1,81,06,392 equity shares as Bonus Issue.

As on March 31,2024 the Paid-up share capital of the Company is INR 18,20,86,880/- comprising of 1,82,08,688/-Equity Shares of INR 10/- each.

8. WEB LINK OF ANNUAL RETURN, IF ANY:

Web link for Annual Return of Company is: https://rnfiservices.com/investor-information.php

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The provisions of Section 134(3) (m) of the Companies Act, 2013 does not applies to our company.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company, had dealings in foreign exchange as mentioned below

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.

11. DIRECTOR'S 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 31st March, 2024 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.

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 at 31st March, 2024 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(5) 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.

12. 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,2024

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

• Mr. Rahul Srivastava (DIN: 09401251), Mr. Deepankar Aggarwal (DIN: 05284120), Mr. Kirandeep Singh Anand (DIN: 10362287), were appointed as the Executive Director of the Company w.e.f November 01, 2023. The appointment was approved by Members at their Extra Ordinary General Meeting held on November 01, 2023.

• Mr. Ranveer Khyaliya (DIN: 07290203) was appointed as a Managing Director of the Company w.e.f December 29, 2023.

• Mr. Sunil Kulkarni (DIN: 02714177), Mr. Avtar Singh Monga (DIN: 00418477), Mr. Ashok Kumar Sinha (DIN: 08812305), were appointed as Independent director as on November 01, 2023. Mrs. Mona Kapoor (DIN: 08546666) was appointed as Independent director as on December 01, 2023

• Appointment of Mr. Sunil Kulkarni (DIN: 02714177), Mr. Avtar Singh Monga (DIN: 00418477), Mr. Ashok Kumar Sinha (DIN: 08812305) was approved by the Members at their Extra Ordinary General Meeting held on November 01, 2023.

• Appointment of Mrs. Mona Kapoor (DIN: 08546666) was approved by the Members at their Extra Ordinary General Meeting held on December 01,2023.

b) Key Managerial Personnel ("KMP") During the financial year ended March 31, 2024

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

13. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

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.

14. BOARD'S COMMENT ON THE AUDITORS' REPORT

The Auditor's 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.

15. 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 31^st March 2024 the following were the dates on which Board of meetings were held:

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

During the financial year five (5) Extra ordinary general meeting (EOGM) were held in the company on April 01,2023, November 01,2023, November 22, 2023, December 01, 2023 and February 09,2024 and Annual General Meeting was held on September 30, 2023.

16. 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 Company's Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

17. 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 Company's 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.

18. 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 Company's operations in future.

19. 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.

20. 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.

21. RELATED PARTY TRANSACTION- SECTION 188

All related party transactions that were entered into during the financial year ended March 31, 2024, were on an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

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.

However, the disclosure of transactions with related parties for the financial year, as per Indian Accounting Standard-24 Related Party Disclosures is given below.

22. ALTERATION IN THE OBJECT CLAUSE IN MOA

During the Financial Year the Company has not altered the object clause of the Memorandum of the Association of the Company.

23. ALTERATION IN THE NAME CLAUSE IN MOA

During the financial year under review the Company has changed its name from RNFI Services Private Limited to RNFI Services Limited and all the compliances related to it had been done by the company.

24. CHANGE IN REGISTERED OFFICE OF THE COMPANY

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

25. EXTRACT OF ANNUAL RETURN IN MGT-9

The extract of Annual return in MGT-9 is enclosed as an annexure.

26. COST RECORDS MAINTENANCE

The Board declares that provisions of section 148(1) of the Companies Act, 2013 is not applicable on the Company.

27. 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.

28. STAUTORY AUDITOR OF THE COMPANY

The auditor of Company M/s VIKASH A JAIN & CO. (Chartered Accountants) has been appointed to act as auditor of the Company due to casual vacancy of Nihar Mehta & Co. and the auditor confirms their non disqualification as auditor of the Company.

29. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement to obtain the Secretarial Audit Report for the Financial Year 2023-24 is not applicable to your company.

30. 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 2023-24 is not applicable to your company.

31. INTERNAL AUDITORS

The provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable for the Financial Year 2023-24.

32. 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.

33. BORROWINGS

During the period, the Company has taken loan, the details of the same is part of the financial statements.

34. 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 company's policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

35. 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.

36. 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.

37. 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 Company's operations in future.

5. CSR is applicable on the Company and Report of CSR Activities is attached as Annexure V.

38. DEPOSITS

The Company has not accepted deposits during the year under review and same is part of Financial Statement.

39. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, Vigil Mechanism is not applicable on the company.

40. INSIDER TRADING REGULATIONS

During the year under review, requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 was not applicable to the Company.

However, post-listing of the equity shares of the Company at NSE SME EMERGE Platform, based on the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for the prohibition of insider trading, as approved by the Board is implemented by the Company. 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 Board has appointed Mr. Kush Mishra, Company Secretary, as the Compliance Officer under the code.

41. TRANSFER TO RESERVE:

Your company has transferred Rs.43.10 Lakhs in Securities Premium Account, which was received as premium for issue of Shares. And transferred Rs. 913.75 Lakhs to Retained earnings and used Rs. 1,810.64 Lakhs for bonus issue.

42. 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.

43. 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.

44. 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.

45. ANNEXURE

a) Declaration regarding compliance by Board Members and Senior Management Personnel with company's code of conduct is attached as Annexure I

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

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 III.

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 IV

e) Report of CSR Activities is attached as Annexure V

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 VI

46. 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.

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 05, 2024 Place: New Delhi