The Board of Directors ("Board”) hereby submits the 10th Annual Report on the business and operations ofRNFI Services Limited ("Company” or "Our” or "We” or "RNFI”) together with the Audited Standalone andConsolidated Financial Statements for the financial year ended March 31, 2025 ("FY 2024-25”).
The standalone and consolidated financial highlights of the Company's operations are summarised below:
(Amount in INR Lakh.)
Standalone
Consolidated
Particulars
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
During the FY 24-25 Company was engaged in Business of Corporate Business Correspondent, EMICollection, 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 ascompared INR 919.81 Lakh for the previous year. The Performance of the Company has improved ascompared to the previous year.
During the Financial year the company's total revenue was INR 28,233.47 Lakhs. The Board of Director aremaking 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 INR2,009.90 Lakhs as compared INR 987.56 Lakh for the previous year. The Performance of the Company hasimproved as compared to the previous year.
During the Financial year the company's total revenue was INR 92,336.06 Lakhs. The Board of Director aremaking 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 anew object clause in its Memorandum of Association relating to Cash Management business and alliedservice
The Company already holds majority stakes in two LLPs. During the financial year 2024-25, the Company furtherincreased its ownership in Reliconnect LLP.
PaySprint Private Limited, material subsidiary of the Company, achieved a total income of 13,466.19 Lakhs during FY2024-25 (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 183.75Lakhs).
RNFI Money Private Limited, material subsidiary of the Company, achieved a total income of 49,028.59 Lakhs during FY2024-25 (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 98.00Lakhs).
Reliassure Insurance Brokers Private Limited, subsidiary of the Company, achieved a total income of 1,069.93 Lakhsduring 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 aregiven in Form AOC-1 attached to the Consolidated Financial Statements for FY 2024-25 and forms an integral part of theAnnual Report.
The Equity Shares of the Company are presently listed on National Stock Exchange of India Limited (‘NSE Emerge'). TheAnnual Listing Fee for FY 2024-25 has been paid to the Stock Exchanges.
The Board of Directors of your company has not declared any Dividend for the current financial year.
No material changes and commitments affecting the financial position of the Company occurred between the end ofthe financial year to which this financial statement relates and the date of this report.
As on March 31,2025 the authorized share capital of the Company is INR 24,99,00,000/- comprising of 2,49,90,000 EquityShares of INR 10/- each.
During the year under review, the Company has issued and allotted equity shares as Initial Public Offer 67,44,000 equityshares.
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 EquityShares of INR 10/- each.
In accordance with the provisions of Sections 92(3) and 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY 2023¬24, is available on the Company's website at link httDs://rnfiservices.com/investor-information.Dhp
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 isgiven as Annexure - I.
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 accountingstandards read with requirements set out under Schedule III to the Act, have been followed and there are no materialdepartures from the same.
• The Directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at31st 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 inaccordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting 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 internalfinancial 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 thatsuch system is adequate and operating effectively.
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: -
Name
Date of Joining
DIN
Shareholding
Mr. Ranveer Khyaliya
13/10/2015
07290203
Negligible
Mr. Rahul Srivastava
1/11/2023
09401251
-
Mr. Deepankar Aggarwal
05284120
4800
Mr. Kirandeep Singh Anand
10362287
Mr. Sunil Kulkarni
02714177
Mr. Avtar Singh Monga
00418477
Mr. Ashok Kumar Sinha
08812305
Ms. Mona Kapoor
1/12/2023
08546666
Mr. Deepankar Aggarwal, Executive Director, was reappointed as director to retire by rotation in the Annual GeneralMeeting.
The following persons were acting as Key Managerial Personnel of the Company in compliance with the provisions ofSection 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.
All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware ofany circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability todischarge their duties with an objective independent judgement and without any external influence. The IndependentDirectors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank ofIndependent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6of the Companies (Appointment and Qualification of Directors) Rules, 2014. In the opinion of the Board, the IndependentDirectors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill theconditions specified in the Act as well as the Rules made thereunder and are independent of the management.
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.
The Board meets at regular intervals to discuss business plan and strategies. Notice of Board meeting is given well inadvance to all the Directors. During the financial year ended 31st March 2025 the following were the dates on whichBoard of meetings were held:
S. No.
Date of BoardMeetings
Total Strength of theBoard
No. of DirectorsPresent
1
11/05/2024
8
2
10/07/2024
3
12/07/2024
4
19/07/2024
5
25/07/2024
7
6
05/09/2024
12/10/2024
9
12/11/2024
10
07/12/2024
11
22/03/2025
12
29/03/2025
• The maximum interval between any two meetings was well within the maximum allowed gap of 120 Days.
The Company has adopted best corporate practices and is committed to conducting its business in accordance with theapplicable laws, rules and regulations. The Company's Corporate Governance practices are driven by effective and strongBoard oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.
The Board of Directors have evaluated the performance of all Directors. The Board deliberated on various evaluationattributes for all directors and after due deliberations made an objective assessment and evaluated that all the directorsin the Board have adequate expertise drawn from diverse industries and business and bring specific competenciesrelevant to the Company's business and operations. The Board found that the performance of all the Directors was quitesatisfactory.
The Board evaluated its performance as a whole and was satisfied with its performance and composition of Directors.
No significant and material order has been passed by the regulators, courts, tribunals Impacting the going concernstatus and Company's operations in future.
Consolidated Financial Statements required pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 6 ofthe Companies (Accounts) Rule, 2014 have been prepared in accordance with the Indian Accounting Standardsprescribed under Section 133 of the Companies Act and Companies (Indian Accounting Standard) Rules, 2015. Theaudited consolidated financial statement is provided along with the Standalone Financial Statement.
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of theCompanies Act, 2013.
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 fromShareholders.
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 isnot applicable to the Company for FY 2024-25 and hence does not form part of this report. The details of thetransactions with related parties are provided in Note 43 of standalone financial statements and Note 42 of theconsolidated financial statements.
During the Financial Year the Company has altered the object clause of the Memorandum of the Association of theCompany on January 07, 2025.
The Company during the year has not changed its registered office.
The extract of Annual return in MGT-9 is enclosed as part of Annual report.
The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings ofthe Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Governmentunder section 118(10) of the Companies Act, 2013 in true letter and spirit.
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, Kushal S Poonia & Co. (ICAI FirmRegistration No. 156576W), have been appointed as the Statutory Auditor of the Company due to casual vacancy ofVikash a. Jain & co. to hold office for a period of five consecutive years from the conclusion of the 10th Annual GeneralMeeting (‘AGM') till the conclusion of 14th AGM of the Company to be held in the calendar year 2029. The auditorconfirms their non-disqualification as auditor of the Company.
The Auditors' Reports for FY 2024-25 does not contain any qualification, reservation, adverse remark or disclaimerrequiring Board to comment thereon in their report. This Report is enclosed with the Financial Statements forming partof this Annual Report.
As required under provisions of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, as amended and Regulation 24A of the Listing Regulations, theCompany has appointed M/s. Sharma Nitesh & Associates, Company Secretaries, to conduct the Secretarial Audit for FY2024-25. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. TheReport 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 reportthe 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, materialsubsidiary 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 theCentral 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 Boardin its meeting held on 5th September 2024, appointed Deepanshu & Company, Chartered Accountants, as InternalAuditors of the Company for FY 2024-25.
The details of Loans, Guarantees or Investments made under provisions of Section 186 of the Act are provided in theNote 8 & 16 of the Standalone Financial Statements.
During the period, the Company has taken loans from Banks and NBFC.
The integrated framework adopted by the company, which is based on the applicable on guidance on internal financialcontrol, is adequate and effective. The systems and procedures adopted by the company ensures the orderly andefficient 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.
The Statutory Auditors and Internal Auditors also evaluate the system of Internal Controls of the Company. In opinion ofthe Statutory Auditors, the Company has, in all material respects, an adequate internal financial controls system withreference to financial statements and such internal financial controls with reference to financial statements wereoperating 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 effortsto minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize therealization of opportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executivemanagement controls risk through means of a properly defined framework. The major risks have been identified by theCompany and its mitigation process/measures have been formulated in the areas such as business, project execution,event, financial, human, environment, and statutory compliance.
The Company is committed to provide a safe and conducive work environment to its employees. Towards this effort andas 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 SexualHarassment 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.
The CSR policy outlines the Company's philosophy, responsibility and lays down the guidelines and mechanism forundertaking socially impactful programs towards welfare and sustainable development of the community around thearea of its operations. The brief outline of the CSR policy of the Company along with other mandatory details is annexedin Annexure VI.
Your directors state that no disclosure or reporting is required in respect of the following items as there were notransactions 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 itssubsidiaries.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the goingconcern status and Company's operations in future.
5. The company has never made any one-time settlement against the loans obtained from Banks and FinancialInstitution and hence this clause is not applicable.
During FY 2024-25, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and noamount of interest or principle was outstanding as on 31st March, 2025.
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/WhistleBlower Policy' for Directors and Employees and other stakeholders. This Policy has been established with a view toprovide 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 theCompany.
This Policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to betaken in case inappropriate conduct is noticed or suspected. This Policy also provides for adequate safeguards againstvictimization of director(s) or employee(s) or any other person who avails of the mechanism and also provides for directaccess to the Chairman of the Audit Committee in exceptional cases. The Audit Committee is authorized to oversee theVigil Mechanism/Whistle Blower Policy in the Company. The Company has not received any concerns/grievances underthe said policy during the year under review.
The Company also adopts the concept of trading window closure, to prevent its directors, officers, designatedemployees, their relatives from trading in the securities of the Company at the time when there is unpublished pricesensitive information.
The Vigil mechanism/Whistle Blower Policy is available on the Company's website at the linkhttps://rnfiservices.com/policies.php.
In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis (‘MDA') Report forms anintegral part of this Report.
BRSR reporting is not applicable to the Company as it has not been part of the top 1000 Companies based on marketcapitalisation as on 31st March 2025.
A separate report on Corporate Governance (‘CGR') is enclosed as part of this Annual Report.
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during theyear.
a) Declaration regarding compliance by Board Members and Senior Management Personnel with company's code ofconduct 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 frombeing appointed or continuing as Directors of the companies by the Board/Ministry of Corporate Affairs or any suchstatutory authority issued by CS Nitesh Kumar Sharma, Sharma Nitesh & Associates Practicing Company Secretaries, isannexed 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 SubsidiaryCompanies / 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 isattached as Annexure VIII
The Company has not been informed of any agreement under Regulation 30A(1) read with Clause 5A of Para A of Part Aof Schedule III of the SEBI Listing Regulations. Accordingly, there is no requirement for disclosing the same.
Your company takes this opportunity to thank all the Shareholders and investors of the company for their continuedsupport. Your directors wish to place on record their appreciation for the co-operation and support received fromemployees, staff and other people associated with the company and look forward for their continued support.
For and on behalf ofRNFI 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, 2025Place: New Delhi