Your director's have pleasure in presenting the 33^rd Annual Report of Richfield Financial
Services Limited along with Audited Financial Statements for the financial year
ended March 31, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended March 31,
2025, on a standalone basis, is summarized below:

2. BUSINESS PERFORMANCE:

During the year under review, the Company has made profit after tax of Rs.12.54
lakhs as against Rs. 64.78 lakhs in the previous financial year. There is no change
in the nature of business of the Company.

3. NATURE OF BUSINESS AND CHANGE IN NATURE OF BUSINESS DURING THE
YEAR UNDER REVIEW:

During the financial year under review, the Company expanded its operations
under the current management.

The Assets Under Management (AUM) of the Company is as under:

During the financial year under review, the Company continued to operate in
the NBFC lending sector. The Board remains confident in the Company's
business fundamentals and continues to explore avenues for scaling
operations, strengthening financial performance and enhancing shareholder's

value.

4. SHARE CAPITAL:

The Authorised Capital of the company is Rs. 25,00,00,000/- (Rupees Twenty five
Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of
Rs. 10/- (Rupees Ten only).

The paid up capital of the Company as at March 31, 2025 is Rs.7,50,02,000
(Rupees Seven Crores Fifty Lakhs Two Thousand only) divided into 75,00,200
(Seventy Five Lakhs Two Hundred) Equity Shares of Rs. 10/- (Rupees Ten only).

During the year, the Board of Directors in its meeting held on 20^th December,
2024, approved and recommended to the shareholders issuance of Bonus Equity
Shares in the ratio of 1:1. The shareholders in the Extra Ordinary General Meeting
(EGM) held on 10^th February, 2025 approved the issue of bonus shares in the ratio
of 1:1. The Company allotted 37,50,100 Bonus Equity Shares in its meeting held
on 17th February, 2025 to the eligible Members whose names appeared in the
Register of Members maintained by Registrar and Transfer Agent/Register of
Beneficial Ownership as received from National Securities Depositories Limited
("NSDL")/Central Depositories Services (India) Limited ("CDSL") ("NSDL and CDSL
together read as Depositories") as on the 'Record Date' i.e., February 14, 2025
fixed for this purpose.

Pursuant to the above allotment, the paid-up Equity Share Capital of the Company
Pre and Post Bonus Issue are as follows:

Equity Shares in the Unclaimed Suspense Account

In terms of Regulation 39 of the Listing Regulations, details of the equity shares
lying in the Unclaimed Suspense Account are as follows:

*These equity shares are of 491 shareholders.

The voting rights on the shares in the suspense account as on March 31, 2025 as
well as the shares transferred to IEPF Authority shall remain frozen till the rightful
owner claims the shares.

5. DIVIDEND:

The Board of Directors of the Company at their meeting held on May 28, 2024 has
declared the interim dividend of Rs.0.80 per share at the rate of 8% on each fully
paid-up Equity share of Rs. 10/- (Rupees Ten Each) for the financial year ended
March 31,2024.

The interim dividend was distributed to all eligible members whose names appeared
in the register of members as on the record date, June 07, 2024. There is no amount
was required to be transferred to the Investor Education and Protection Fund (IEPF).

After considering the capital requirements for ongoing and future business
operations, the Board has decided to retain the remaining profit after tax within the
Company to support expansion and strategic initiatives. Therefore, no final dividend
has been recommended, and the matter will not be placed before the shareholders
at the ensuing 33^rd Annual General Meeting.

Last date to claim unclaimed/unpaid dividends before transfer to IEPF, for the
financial year 2024-25 and thereafter, are as under:

The Company has uploaded on its website, the details of unpaid and unclaimed
amounts lying with the Company as on March 31, 2025.

6. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND

No interest/dividend/redemption amount is unpaid/unclaimed for a period of seven
(7) years, therefore, no amounts to were required to be transferred to Investor
Education and Protection Fund (IEPF) as per the provisions of section 125 of the
Companies Act, 2013 (hereinafter referred to as "Act").

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF COMPANIES ACT, 2013:

The company has not provided any guarantees and has made any investments,
However, it has given loans and complied with provisions of section 186 of the
Companies Act, 2013 during the financial year 2024- 2025.

8. TRANSFER OF PROFIT TO RESERVES:

During the year your Company has made a profit of Rs 12.54 Lakhs and
transferred Rs. 2.51 lakhs to Statutory Reserve created as per the terms of section
45-IC(1) of the Reserve Bank of India Act, 1934. It requires every non banking
finance institution which is a Company to create a reserve fund and transfer
therein a sum not less than twenty percent of its net profit every year as disclosed
in the statement of profit and loss before any dividend is declared. The Company
has appropriated 20% of the Profit After Tax to the fund for the year.

9. LISTING OF SHARES:

The Shares of the Company are listed in the BSE Limited. The Company's shares
was previously listed at The Calcutta Stock Exchange Limited. The shares of the
Company were delisted from the Calcutta Stock Exchange Limited w.e.f. December
5, 2024.

10.SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Venture
Companies therefore provision with respect to Section 129 of the Companies Act,
2013 are not applicable to the Company.

11. DEPOSITS:

During the year, the Company has not accepted any deposits from the public
within the meaning of the provisions of the Master Direction - Non-Banking
Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions,
2016 or any deposits within the meaning of section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014.

12. RESOURCE MOBILIZATION

During the year, the Company successfully mobilized funds through multiple
channels, including public issue of Secured Redeemable Non-Convertible
Debentures (NCDs), private placement of equity shares, bank loans, and issuance
of subordinated debts.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

Specific events/ actions having a major bearing on the Company's affairs that took
place during the financial year 2024-25 are as under:

a. The Board of Directors, at its meeting held on 28^th April, 2024, declared an Interim
Dividend of ?0.80 per equity share (8%) on each fully paid-up equity share of face
value ?10/- for the financial year ended 31st March, 2024.

b. The Board approved the shifting of the location where the books of accounts are
maintained from 4th Floor, VM Plaza, Palarivattom, Ernakulam, Kerala - 682025 to
Door No. 53/2320-C, First Floor, Ashiyana Building, Subash Chandrabose Road,
Vytilla, Ernakulam, Kerala - 682019, effective from 9th July, 2024.

c. The Board, in its meeting held on 31st July, 2025, approved a proposal to voluntarily
delist the equity shares of the Company from the Calcutta Stock Exchange Limited
(CSE) under Regulation 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021,

citing lack of trading activity and advantage. The delisting became effective from 5^th
December, 2024, as per notice issued by CSE.

d. The Board approved a proposal for the Company to apply for a Micro Finance License
from the Reserve Bank of India (RBI) at its meeting held on 14th August, 2024.

e. The Board approved the alteration of the Main Objects Clause of the Memorandum
of Association (MOA) in its meeting held on 14th August, 2024, which was
subsequently approved by shareholders at the Annual General Meeting held on 24th
September, 2024.

f. Ms. Priyanka Kalra, Company Secretary, tendered her resignation via letter dated
26th November, 2024, which the Board took note on 20th December, 2024, and she
was relieved from her duties w.e.f. close of business hours on 5th December, 2024.

g. The Board appointed Mr. Nandu Chandra Mohan as Company Secretary in its meeting
held on 20th December, 2024. He subsequently resigned with effect from 13th
January, 2025, citing personal reasons, as per his resignation email.

h. The Board, in its meeting held on 20th December, 2024, approved the issuance of
Bonus Equity Shares in the ratio recommended and subject to shareholder approval
in the eGm held on 10th February, 2025. The Company allotted 37,50,100 Bonus
Equity Shares in its meeting held on 17th February, 2025.

i. On 30th January, 2025, the Board approved the issue of 1,00,000 Secured
Redeemable NCDs of ?1,000/- each aggregating ?10 crore on a private placement
basis (Series II NCDs).

j. The Board of Directors in its meeting held on 24th February, 2025, approved a
proposal for raising funds through Series III NCDs in one or more tranches. On the
same date, the Company allotted 22,870 NCDs on a preferential basis to identified
allottees.

k. On 27^th March, 2025, the Company allotted 21,700 NCDs (Series III) on a
preferential basis to identified allottees.

14. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND
THE DATE OF REPORT:

The following material changes and commitments occurred between the end of the
financial year of the Company to which these financial statements relate and the
date of the report, affecting the financial position of the Company:

a) The Board, in its meeting held on 16^th April, 2025, appointed Ms. Roopamol
K S (Membership No. A76256) as the Company Secretary and Compliance
Officer with effect from 16^th April, 2025.

b) The Board, in its meeting held on 28^th May, 2025, approved a proposal for
the issuance of Subordinated Debt instruments for the financial year 2025 -
26.

c) In its meeting dated 28^th May, 2025, the Board approved the proposal for
shifting of the registered office of the Company from the State of West
Bengal to Tamil Nadu, subject to shareholder and other regulatory
approvals. Shareholder consent was obtained via Postal Ballot dated 7^th July,
2025.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In
accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the
Company has adequate internal control systems to monitor business processes,
financial reporting and compliance with applicable regulations and they are
operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-bound actions are taken to
improve efficiency at all the levels. The Committee also reviews the observations
forming part of internal auditors' report, key issues and areas of improvement,
significant processes and accounting policies.

16. PARTICULARS OF EMPLOYEES:

None of the employees of the Company were in receipt of remuneration in excess
of limits pursuant to Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial personnel) Rules 2014.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is well constituted with composition of One Executive, two Independent
Directors and two Non-Executive Directors.

During the year, Ms. Priyanka Kalra, resigned from the post of the Company
Secretary w.e.f December 5, 2024. The Board of Directors of the Company in its
meeting held on December 20, 2024 appointed Mr. Nandu C. Mohan as the Company
Secretary of the Company w.e.f December 5, 2024. Thereafter, he resigned from the
post w.e.f January 13, 2025.

Thereafter, the Board of Directors in their meeting held on April 16, 2025 appointed
Ms. Roopamol K S as the Company Secretary and Compliance Officer of the
Company.

COMPOSITION OF COMMITTEES OF THE BOARD
AUDIT COMMITTEE:

Mrs. Neethu Subramoniyan Chairperson

Mrs. Indu Kamala Ravindran Member

Mr. Varghese Mathew Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Mrs. Neethu Subramoniyan Chairperson

Mrs. Indu Kamala Ravindran Member

Mr. Varghese Mathew Member

NOMINATION REMUNERATION COMMITTEE:

Mrs. Neethu Subramoniyan Chairperson

Mrs. Indu Kamala Ravindran Member

Mr. Varghese Mathew Member

18. NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies
/ policies and review the financial performance of the Company. The Board
Meetings are pre-scheduled, and a tentative annual calendar of the Board is
circulated to the Directors well in advance to facilitate the Directors to plan their
schedules.

The interval between two Board Meetings was well within the maximum
period mentioned under section 173 of the Companies Act, 2013, and SEBI
Listing (Disclosures and Obligations Requirements) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement,
the Board has carried out annual performance evaluation of its own performance,
the directors individually as well the evaluation of the working of its Audit,
Nomination & Remuneration and Stakeholder Relationship Committee. The
Manner in which the evaluation has been carried out is explained below.

19. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the
Board and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises
of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth of Company and its
performance.

iv. Providing perspectives and feedback going beyond information provided by
the management.

v. Commitment to shareholder and other stakeholder interests.

vi. The evaluation involves Self-Evaluation by the Board Member and

subsequently assessment by the Board of Directors. A member of the Board will
not participate in the discussion of his / her evaluation.

vi. The evaluation involves Self-Evaluation by the Board Member and

subsequently assessment by the Board of Directors. A member of the Board will
not participate in the discussion of his / her evaluation.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and
formulated by the Institute of Company Secretaries of India during the financial
year 2024-25.

21. INDEPENDENT DIRECTORS:

A. Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent
Directors of the Company under Section 149(7) of the Companies Act, 2013 read
with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 that the Independent Directors of the Company
meet the criteria of their Independence laid down in Section 149(6).

B. Independent Directors Meeting:

The meeting of the Independent Directors was held on 17^th February, 2025 as
per schedule IV of the Companies Act, 2013.

C. Familiarisation Programme for Independent Directors:

The familiarization program is to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes and about the
overall functioning and performance of the Company. The policy and details of
familiarization program is available on the website of the Company at
www.rfsl .co.in

22. DETAILS OF POLICIES:

The Company has the following policies which are applicable as per the

Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on
the website of the Company.

• KYC Documentation Policy

• Fair Practice Policy

• Board Diversity Policy

• Code for Fair Disclosure

• Policy for Preservation of Documents

• Nomination and Remuneration Policy

• Board Evaluation Policy

• Policy on Related Party Transactions

• Vigil Mechanism /Whistle-Blower Policy

• Sexual Harassment Redressal Policy

• Policy for Determination of Materiality of an Event Information

• Material Subsidiary Policy

23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct
for the Board Members and employees of the Company in accordance with the
SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the
Company to maintain the Standard of Business Ethics and ensure compliance
with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct
at the Board and by employees. The Compliance Officer is responsible to ensure
adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed
by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices
and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.

24. WHISTLE BLOWER POLICY /VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has
established a Vigil Mechanism policy for directors and employees to report
concerns about unethical behaviors, actual or suspected fraud, violations of Code
of Conduct of the Company etc. The mechanism also provides for adequate
safeguards against the victimization of employees who avail themselves of the
mechanism and also provides for direct access by the Whistle Blower to the Audit
Committee. It is affirmed that during the Financial Year 2024-25, no employee
has been denied access to the Audit Committee. The vigil mechanism policy is
also available on the Company's websitewww.rfsl.co.in.

25. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors
has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the company.
The policy also lays down the criteria for selection and appointment of Board
Members. The policy and details of Nomination and Remuneration is available on
the website of the Company at www.rfsl.co.in.

In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following objectives:

The Committee had formulated the criteria for determining qualifications, positive
attributes, and independence of a director and is available in the company website
www.rfsl.co.in.

The Committee shall identify persons who are qualified to become Director and
persons who may be appointed in Key Managerial and Senior Management
positions in accordance with the criteria laid down in this policy.

Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.

The Board shall carry out evaluations of the performance of every Director, KMP
and Senior Management Personnel at regular intervals (yearly).

The remuneration/ compensation/ commission etc. to the Managerial Personnel,
KMP and Senior Management Personnel will be determined by the Committee and
recommended to the Board for approval. The remuneration/ compensation/
commission etc. shall be subject to the prior/ post approval of the shareholders
of the Company and Central Government, wherever required. Increments to the
existing remuneration/ compensation structure may be recommended by the
Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.

Where any insurance is taken by the Company on behalf of its Managerial
Personnel, Chief Executive Officer, Chief Financial Officer, the Company
Secretary, and any other employees for indemnifying them against any liability,
the premium paid on such insurance shall not be treated as part of the
remuneration payable to any such personnel. Provided that if such person is
proved to be guilty, the premium paid on such insurance shall be treated as part
of the remuneration.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company as at March 31,
2025 is uploaded on the website of the Company.

27. RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place.
The Company has in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses
and functions are systematically addressed also discussed at the meetings of the
Audit Committee and the Board of Directors of the Company. The details of risks
perceived by the Management are annexed as part of the Management Discussion
and Analysis Report.

28. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of the SEBI(LODR) Regulations, 2015, is annexed

as Annexure-2" to this report.

29. CORPORATE GOVERNANCE REPORT:

As on 31^st March, 2025, the Company's Paid-up Capital and Net worth is less than
Rs. 10 Crores and Rs. 25 Crores respectively. Hence, compliance with respect to
Regulations 17-27 of SEBI Listing Obligations & Disclosure requirements (LODR)
Regulations, 2015 will not apply to the company.

30. CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable
to the Company as the limits are not breached, a report on CSR activities is not
annexed in this Annual report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES.

The Company has not entered into related party transactions during the year.
There are no materially significant related party transactions during the year,
which, in the opinion of the Board, may have potential conflicts with the larger
interests of the Company.

The Board on recommendation of Audit Committee, adopted a policy on related
party transactions to regulate transactions between the Company and its related
parties, in compliance with the applicable provisions of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015. The policy is uploaded and can be viewed
on the Company's website.

32. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013:

The Company has zero tolerance for sexual harassment at workplace and has
adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment
at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder. Internal Complaints Committee ("ICC") is in place for all works and
offices of the Company to redress complaints received regarding sexual
harassment. The policy on Prohibition Prevention & Redressal of Sexual
Harassment is available on the website of the Company at www.rfsl.co.in.

During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the ICC.

33. LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2024¬
25 to the BSE Limited.

34. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed
from 19^th September, 2025 to 25^th September, 2025 (both days inclusive).

During the Financial Year 2024-25, the Register of Members & Share Transfer
Books of the Company remain closed from Tuesday, 4th February, 2025 to
Monday, 10th February, 2025 (both days inclusive) for the purpose of the Extra
Ordinary General Meeting of the Company held on Monday, 10th February, 2025.

35. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy: -

• The steps taken or impact on conservation of energy: N.A.

• The steps taken by the Company for utilizing alternate sources of
energy: N.A.

• The capital investment on energy conservation equipment: N.A.

b) Technology Absorption:

• The efforts made towards technology absorption: N.A

• The benefits derived like product improvement, cost reduction
product development or import substitution: N.A

• In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) -

• The details of technology imported: N.A

• The year of import: N.A

• Whether the technology been fully absorbed. N.A.

• If not fully absorbed, areas where absorption has not taken place and
the reasons thereof; and: N.A.

• The expenditure incurred on Research and Development. N.A.

c) Foreign Exchange Earnings and Outgo: Not Applicable

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS:

There are no significant material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.

37. COMPLIANCE WITH RBI PRUDENTIAL NORMS:

The Company has complied with the prudential norms on income recognition,
accounting standards, assets clarification, provisioning for bad and doubtful debts
as applicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or
Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the
year ended on 31^st March, 2025.

38. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

There were no applications made nor any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year.

39. THE DETAILS OF DIFFERENCE BETWEEN 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:

During the year under review there was no instance of one-time settlement with
any Bank or Financial Institution.

40. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL
RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work
in line with the development of the industry. The willingness and commitment of
the employees help the company to stand tall among its customer in quality and
service.

41. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by
its officers or employees.

42. AUDITORS AND AUDITORS REPORT:

a) STATUTORY AUDITORS

M/S. John Moris & Co, Chartered Accountant (Firm Registration Number: 007220S)
were appointed as Statutory Auditors of the Company as statutory auditor of the
company to hold office for a period of five consecutive years from the conclusion
of the 30^th Annual General Meeting of the company till the conclusion of the 35^th
Annual General Meeting to be held in 2027.

The Auditors' Report for Financial Year ended 31^st March 2025 does not contain
any qualification, reservation or adverse remark. Hence, there is no requirement
for the Board to provide any explanation or comment on the same. The Auditors'
Report is enclosed with the financial statements in the Annual Report and the same
is self-explanatory.

b) SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and
Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, M/s. Lakshmmi Subramanian & Associates, Practising Company
Secretaries (Membership No. 3534 CP: 1087) were appointed to conduct
secretarial audit for the financial year 2024-2025.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed
to this report as Annexure - 1. The Secretarial Audit report contain certain
observation remarks.

In response to the qualifications and observations made in the Secretarial Audit
Report for the financial year 2024-25, the Board of Directors would like to clarify
and submit the following:

(i) There were minor delays in filing of few forms with the Registrar of Companies
(ROC)/Ministry of Corporate Affairs (MCA) during the year under review. However,
these forms were subsequently filed with the prescribed additional fees.

Board's Response:

The Board acknowledges the delays and confirms that all pending forms have since
been duly filed along with the prescribed additional fees. The Company is taking
active steps to streamline its internal compliance processes to ensure timely filings
in the future.

(ii) It was observed that the disclosure relating to the resignation of a Key Managerial
Personnel was made with a slight delay beyond the prescribed timeline. The
Company did not intimate the resignation to the stock exchange within 24 hours of
the occurrence of the event or information, as mandated under Regulation 30(6)(iii)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015."

Board's Response:

The Board acknowledges the observation and assures that corrective actions are
being implemented to ensure strict adherence to the SEBI regulations. Ms. Priyanka
Kalra, erstwhile Company Secretary (Key Managerial Personnel) of the Company
has tendered her resignation from the position of Company Secretary (Key
Managerial Personnel) of the Company due to personal reason vide her letter dated
26^th November, 2024 and was relieved from the services of the Company with effect
from close of business hours on 5^th December 2024 after placing at the meeting of
the Board of Directors on the same date. The disclosure along with the resignation
letter was disclosed to the stock exchange after the board meeting on December 6,
2024. Measures have been put in place to ensure timely submission of disclosures
in future, including strengthened internal compliance monitoring.

c) INTERNAL AUDITORS:

Mr. Jomy Joseph is the internal auditor of the Company. The Audit Committee
determines the scope of Internal Audit in line with regulatory and business
requirements.

d) COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read
with Companies (Cost Records and Audit) Amendment rules, 2014 the Company
does not fall under the purview of Cost Audit.

43. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR

At present Directors are not receiving any remuneration from the company in view
of the financial constraints, hence the same is not applicable to the Company.

44. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.

45. DIRECTORS' RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013,
with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts, the applicable accounting standard
had been followed along with proper explanation relating to material
departures

(ii) 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
at the end of the financial year and of the Profit or Loss of the Company for
that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities.

(iv) The Directors have prepared the Annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating.

46. ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, cooperation, and support given by the Central
Government, the Government of West Bengal and Kerala during the year. They
also wish to convey their gratitude to all the customers, Auditors, suppliers,
dealers, and all those associated with the company for their continued patronage
during the year.

Your directors also wish to place on record their appreciation for the hard work
and unstinting efforts put in by the employees at all levels. The directors are
thankful to the esteemed stakeholders for their continued support and the
confidence reposed in the Company and its management.

47. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and
Analysis Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.

By and on behalf of Board of Directors
For Richfield Financial Services Limited

Sd/- Sd/-

Mr. Vadasseril Chacko Mr. Varghese Mathew

Georgekutty

Place: Kochi Managing Director Director

Date: 13-08-2025 DIN: 09194854 DIN: 08001027