We have audited the accompanying financial results (“the Statement") of RLF Limited (“the
Company”) for the quarter and year ended on March 31, 2024, being submitted by the
Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), read with
SEBI Circular No. CIR/CFD/CMDI/80/2019 dated July 19, 2019.

In our opinion and to the best of our information and according to the explanations given to
us the Statement:

a) are presented in accordance with the requirements of Regulation 33 of the Listing
Regulations in this regard, read with SEBI Circular No. CIR/CFD/CMDI/80/2019 dated July
19, 2019;

b) give a true and fair view in conformity with the recognition and measurement principles
laid down in the applicable accounting standards and other accounting principles generally
accepted in India of the net profit/ (loss) and other comprehensive Income and other
financial information for the quarter and the year ended on March 31, 2024.

2. Basis for Opinion

We conducted the audit in accordance with the Standards on Auditing specified under Section
143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards
are further described In the Auditor's Responsibilities for the Audit of the Financial Results
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by The Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial results under the provisions of the
Act and the Rule thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide basis for our opinion.

• Identify and assess the risks of material misstatement of the financial results, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may Involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors' use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the financial
results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial results, including
the disclosures, and whether the financial results represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in Internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compiled with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
Independence, and where applicable, related safeguards.

3. Emphasis of Matter

We draw attention to the following matters in the financial statements:

i. Note-36 regarding Long outstanding receivables amounting to Rs. 27,71,372/- from
Sycamore Infinite Winter Logistics Limited on account of exports made to them during the
FY 2017-18.

ii. Note-37 regarding Non-deposit of Employee's Contribution amounting to Rs. 80,150/-
which is outstanding for more than four years.

iii. Note-38 regarding Non-deposit of TDS payable amounting to Rs. 3,01,242/- pertaining to
the FY 2023-24.

4. Management's Responsibilities for the Financial Results

This Statement, which is the responsibility of the Company's Management and approved by
the Board of Directors, has been prepared on the basis of the related financial statements of
the Company. The Company's Board of Directors are responsible for the preparation and
presentation of the Financial Results that give a true and fair view of the net profit/ (loss) and
other comprehensive Income and other financial Information in accordance with the
recognition and measurement principles laid down In Indian Accounting Standards
prescribed under Section 133 of the Act, read with relevant rules issued there under and
other accounting principles generally accepted In India and in compliance with Regulation
33 of the Listing Regulations. This responsibility also includes maintenance of adequate
accounting record in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgements and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate
Internal financial controls that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
Financial Results that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial results, the Board of Directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting
process.

5. Auditor's Responsibilities for the Audit of the Financial Results

Our objectives are to obtain reasonable assurance about whether the financial results as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial results.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial results, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may Involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors' use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the financial
results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial results, including
the disclosures, and whether the financial results represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in Internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compiled with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
Independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular Issued by the SEBI under
Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable

6. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in
the Annexure-A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of
our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books except for the matters
stated in paragraph (vi) below on reporting under rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with
by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with relevant Rules thereunder;

(e) On the basis of the written representations received from the directors as on 31^st March
2024 taken on record by the Board of Directors, none of the directors is disqualified as on
31^st March 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate report in
“Annexure-B”; and

(g) With respect to the other matters to be included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the explanations given to us:

i. The Company has no pending litigation as at 31^st March'2024.

ii. The Company is not required to make any provision, as required under the applicable law
or accounting standards, for material foreseeable losses, if any, on long-term contracts
including derivative contracts;

iii. The Company is not required to transfer any amount to the Investor Education and
Protection Fund.

iv. (i) The Management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kinds of funds) by the Company to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, no funds
have been received by the Company from any persons or entities, including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that
the Company shall directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material mis¬
statement.

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination which included test checks and information given to us, the
Company has used accounting software for maintaining its books of account, which did not
have a feature of recording audit trail (edit log) facility, hence we are unable to comment on
audit trail feature of the said software.

(h) The modifications relating to the maintenance of accounts and other matters connected
therewith are as stated in the paragraph (b) above on reporting under section 143(3)(b) of
the Act and paragraph (vi) above on reporting under Rule 11 (g) of the Companies (Audit and
Auditors) Rules, 2014.

For RAVI RAJAN & CO. LLP

Chartered Accountants

Firm's Registration Number: 009073N/N500320
Sd/-

B.S. Rawat
Partner

Membership Number: 034159
UDIN: 24034159BKCPNO8707

Place: New Delhi
Date: 30-05-2024