Directors Report of Radiant Cash Management Services Ltd.

Mar 31, 2025

Dear Members,

The Board of Directors of your Company is pleased to present the 20^th Annual Report along with the audited standalone and consolidated
financial statements for the financial year ended March 31, 2025, and other accompanying reports and disclosures, in compliance with
the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

1. FINANCIAL PERFORMANCE HIGHLIGHTS

A summary of the financial performance of the Company for the financial year ended March 31. 2025, is as follows:

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	4,050.91	3,845.42	4271.47	3,863.16
Other Income	64.19	57.25	63.06	57.48
Total Revenue	4,115.10	3,902.67	4334.53	3,920.64
Total Expenditure	3,387.47	3,211.48	3562.10	3234.20
Profit before finance cost, depreciation and taxes	727.63	691.19	772.43	686.44
Less: Finance Cost	21.44	12.08	29.07	13.65
Depreciation and Amortization expenses	84.99	61.44	101.80	66.52
Profit before Tax	621.20	617.67	641.56	606.27
Less: Provision for Tax	164.51	163.26	170.99	161.68
Profit after Tax	456.69	454.41	470.57	444.59
Net profit /(Loss) attributable to owners	-	-	464.98	447.51
Net profit /(Loss) attributable to NCI	-	-	5.59	(2.92)
Add: Retained earnings - opening balance	1,642.68	1,401.69	1635.78	1,401.69
Balance available for appropriation	2,099.37	1,856.10	2100.76	1,849.20
Appropriations:
- Interim / Final Dividends	266.77	213.42	266.77	213.42
- Transfer to Reserves	-	-	-	-
Retained Earnings - Closing Balance	1,832.60	1,642.68	1833.99	1,635.78

The Company maintained a steady financial performance
during the year. Total standalone revenue increased by 5.4%
to H4,115.10 million. The EBITDA margin was maintained at
same level as last year at 17.7%. However, the Standalone
Profit Before Tax increased only marginally to H 621.20
Million due to full year impact of depreciation pertaining
to assets purchased during FY 2023-24 and the Standalone
profit after tax increased marginally to H456.69 million.
Though The Diamond, Bullion and Jewellery (DBJ) incurred
reduced losses compared to previous year, the business
is expected to achieve break-even and generate positive
results in the near future.

On a consolidated basis, the revenue increased to H4,334.53
million resulting in revenue growth of 10.6%. The consolidated
EBITDA and PAT for the year was H772.43Million and H470.57
million respectively. Due to turnaround of our fintech
subsidiary Aceware Fintech Services Pvt. Ltd,the growth in
EBITDA and PAT stood at 12.5% and 5.8%. respectively

Details on operational and segment performance are
provided in the Management Discussion and Analysis section
forming part of the Annual Report.

Performance of Subsidiary

During the year under review, the Company''s subsidiary
Aceware Fintech Services Private Limited turned around
significantly during the year. The Revenue grew substantially
to H240.68 million and achieved a profit after tax was H13.77
million during FY 2024-25, as compared to H34.80 million
in revenue and a loss of H27.53 million in FY 2023-24. This
resulted in revenue growth of about 7 times. The financial
statements of the subsidiary are available on the Company''s
website at www.radiantcashservices.com .

2. STATE OF COMPANY''S AFFAIRS AND FUTURE
OUTLOOK

Business Overview:

Your Company remains a leading integrated cash logistics
services provider in India with a dominant presence in the
retail cash management (RCM) segment. The Company
caters to broad set of outsourcing requirements pertaining to
cash management services for banks, financial institutions,
organized retail and e-commerce companies in India and
operates across five business verticals, namely 1) Cash
Pick-up and Delivery; 2) Network Currency Management;

3) Cash Processing; 4) Cash Vans /Cash in Transit and 5)
Other Value-Added Services

As on March 31, 2025, the Company serviced over 77,982
business touch points spread across 14,095 Pin Codes in India
compared to 69,934 touch points during the previous year.

The proportion of our direct client increased to 15% of our
revenues from 5.2% of last year. There was a healthy growth
of 40% in revenues from Cash Van Operations with significant
potential for further growth. The launch of Radiant Insta
Credit during the year, has been well received in the market
and opens up a much larger target market for our services.

Outlook:

The global economy displayed resilience, despite challenges
such as geopolitical tensions, trade disruptions, and supply
chain realignments. Global GDP grew by 3.3% during the
year, with emerging markets driving growth amidst subdued
expansion in advanced economies

Looking ahead, global GDP is projected to moderate to
2.8% in 2025. While inflation is expected to stabilise, risks
remain from commodity price volatility and geo-economic
fragmentation. Emerging economies are anticipated to lead
global growth, underpinned by resilient supply chains and
technological innovation.

India continued to be among the fastest-growing major
economies, recording a 6.5% GDP growth in FY 2024-25.
The country surpassed Japan to become the world''s fourth-
largest economy by output. Stable inflation, supportive
monetary policy including repo rate reductions, and strong
domestic demand contributed to this performance.

Despite global uncertainties, India''s economic outlook
remains optimistic, supported by continued capital
investment, robust consumption in Tier III and IV cities,
income tax relief measures, and a stable policy framework.
The Indian economy is expected to sustain its growth
trajectory, aided by strengthening fundamentals and
favourable demographics.

Further analysis of the Business and Financial Results are
given in the Management Discussion and Analysis section,
which forms part of the Annual Report.

Dividend:

During the year under review, a final dividend of H2.5/- per
share (250%) for the financial year 2023-24 was declared
at the 19^th Annual General Meeting held on 5^th September
2024, absorbing a sum of H266.77 million. The Final Dividend
was paid on September 18, 2024, to those shareholders
whose names appeared in the Register of Members as on
the record date i.e., August 29, 2024.

Your directors are pleased to recommend a final dividend
of H2.5/- per equity share on face value of H1/- each i.e.,
250%, for the financial year ended March 31, 2025. The final
dividend, if approved by the shareholders at the ensuing

Annual General Meeting of the Company, would involve
a cash outflow of H266.77 million and shall be payable to
those Shareholders whose names appear in the register of
Members as on the Record Date September 02,2025

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") is available on the
Company''s website under the policies section at https://
radiantcashservices.com/corporate-governance/

Unclaimed Dividends and Transfers to Investor Education
and Protection Fund:

The details of unclaimed dividends in the Company are
provided in the Corporate Governance Report, which forms
part of this Annual Report. During the year, the Company
was not required to transfer any amount to the Investor
Education and Protection Fund under Section 125 of the Act.

Transfer to Reserves:

Your directors do not propose transferring any amount to
General Reserves.

Share Capital:

During the year under review, there were no changes in the
issued, subscribed and paid-up share capital of the Company.
The paid-up capital remains at H106.71 million comprising of
10,67,07,906 equity shares of H1 each.

Borrowings:

The Company has no long-term borrowings as on
March 31, 2025.

Fixed deposits:

During the year, the Company has not accepted any fixed
deposits, including from the public, and there was no amount
of principal or interest outstanding as of March 31, 2025.

Particulars of Loans, Guarantees or Investments under
section 186 of the Companies Act, 2013

The Loans, Guarantees and Investments covered under
Section 186 of the Companies Act, 2013 form part of the
Notes to the financial statements.

During the year under review, the company advanced
an Inter Corporate loan amounting to H 60 million to
M/s Radiant Protection Force Private Limited. The Balance
Loan outstanding from M/s Radiant Protection Force Private
Limited as on March 31,2025 is H50 Million. Further, the
Company provided Corporate Guarantees aggregating to
H128 million to financial institutions and banks, on behalf
of the subsidiary company, M/s Aceware Fintech Services
Private Limited, to secure its borrowings.

Particulars of Contracts or Arrangements with Related
Parties (referred to in subsection (1) of section 188 of the
Companies Act, 2013)

All the transactions with related parties were in the ordinary
course of the business and on arm''s length basis and are
reported in the Notes to Financial Statements. The details of
materially significant related party transactions entered into by
the Company are disclosed in Form AOC-2 pursuant to Section
134(3) of the Act and enclosed as Annexure -2 to this report.

The Related Party Transaction Policy of the Company as
approved by the Board is available on the Company''s website
and can be accessed under the policies section at https://
radiantcashservices.com/corporate-governance/

3. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes or commitments affecting
the financial position of the Company between the end of FY
2024-25 and the date of this Report.

4. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the Company''s
business during the year.

5. SUBSIDIARY COMPANY JOINT VENTURES, AND
ASSOCIATE COMPANIES

The Company has one subsidiary as of financial year ended
March 31, 2025. Pursuant to the provisions of Section 129(3)
of the Companies Act, 2013 (Act) a statement containing the
salient features of financial statements of the Company''s
subsidiary in Form No. AOC-1 is attached to this report as
Annexure - 1. The Company has formulated a Policy for
determining Material Subsidiaries in accordance with the
SEBI Regulations and the Policy is available on the website
of the Company under the policies section at https://
radiantcashservices.com/corporate-governance/

The Company does not have any Joint Venture / Associate
Company as on March 31, 2025.

6. ALTERATION OF MEMMORANDUM OF
ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review, there was no change in the
Memorandum of Association and Articles of Association
of the Company. However, the Articles of Association was
amended by a Special Resolution passed by the shareholders
through a postal ballot on June 27, 2025, for deletion of
certain clauses pertaining to contractual rights previously
granted to investor shareholders.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors,
to the best of knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the
applicable accounting standards have been followed
and there are no material departures.

ii. They 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 of the Company for that period.

iii. They 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.

iv. They have prepared the annual accounts on a

Going Concern basis

v. They have laid down Internal Financial Controls to be
followed by the Company and such Internal Financial
Controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition:

As on March 31, 2025, the Board comprises of six Directors
including two Executive Directors (Chairman & Managing
Director and Whole-Time Director), four Non-Executive
Directors, of which three are Independent Directors and one
Nominee Director.

During the year, two Women Directors Served on the Board
of the Company. The existing composition of the Company''s
Board is fully in conformity with the applicable provisions
of the Companies Act, 2013 and Regulations 17 and 17A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with regard to independent directors,
women directors. There was no change in the composition
of the Board during the financial year 2024-25.

However, after the close of the financial year, Mr. A. P.
Vasanthakumar, Nominee Director, resigned and ceased
to be a Director of the Company with effect from April 25,
2025. Subsequently, Mr. Alexander David was appointed as
Whole-Time Director by the Board on May 23, 2025, and
his appointment was approved by the shareholders through
postal ballot on June 27, 2025.

Based on the written representations received from the
Directors, none of the above Directors are disqualified
under Section 164 (1) & (2) of the Act. During the year under
review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses, if
any incurred by them for the purpose of attending meetings
of the Board/Committee of the Company.

Declaration of Independence:

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each
of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations.

Director Retiring by Rotation:

In accordance with Section 152 of the Act, Dr. Renuka David
(DIN: 02190575), Whole-Time Director, retires by rotation
and being eligible, offers herself for reappointment. The
Board of Directors recommend for her re-appointment and
the relevant resolution seeking shareholders'' approval forms
part of the Notice of the ensuing Annual General Meeting.

Re-appointment of Independent Directors

In accordance with the provisions of Section 149 of the Act
and Regulations 17 and 25 of SEBI Listing Regulations Ms.
Jayanthi (DIN: 09295572), Lt. Gen. (Retd.) Devraj Anbu (DIN:
09295593) and Mr. Ashok Kumar Sarangi (DIN: 09041162)
were reappointed as Independent Directors of the Company
by the Members by a Special Resolution at the 19^th AGM of
the Company held on September 05, 2025, for a second term
for a period of three consecutive years.

Key Managerial Personnel:

As on March 31, 2025, the following persons have been
designated as the Key Managerial Personnel of the Company:

• Col. David Devasahayam - Chairman and
Managing Director

• Dr. Renuka David - Whole-time Director

• Mr. T. V. Venkataramanan - Chief Financial Officer

• Col. (Retd) Benz K. Jacob - Chief Operating Officer

• Mr. Karthik Sankaran - Chief Technology Officer,

• Mr. Cyrus Shroff - Chief Marketing Officer

• Mr. Nithin Tom - Company Secretary and Compliance
Officer

Code of Conduct:

The Board has laid down a "Code of Conduct" for all the Board
Members and the Senior Management of the Company and
the same has been posted on the website of the Company.

All Board members and Senior Management Personnel have
affirmed compliance with the Company''s code of conduct
for the financial year 2024-25. A declaration to this effect is
included in the Corporate Governance Report forming part
of this Annual Report.

9. MEETINGS OF THE BOARD

During the year under review, five meetings of the Board
were held. The details of the meetings, including attendance
of Directors, are provided in the Corporate Governance
Report forming part of this Annual Report

10. COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India, namely SS-1 (Meetings of the Board of Directors) and
SS-2 (General Meetings).

11. BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations,
the Board carried out an annual evaluation of its own performance,
performance of its Committees, individual Directors, and the
Chairperson. The evaluation was conducted through structured
questionnaires based on criteria recommended by SEBI and the
Nomination and Remuneration Committee.

The performance of the Board and the Committees
were evaluated on various aspects such as composition
and quality, meetings and procedures, contribution to
Board processes, effectiveness of the functions allocated,
relationship with management, professional development,
adequacy, accuracy and timeliness of information etc.

In a separate meeting of Independent Directors, the
performance of Non-Independent Directors, the Board as
a whole and the Chairman of the Company was evaluated,
taking into account the views of Executive Directors and
Non-Executive Directors. The Independent Directors also
assessed the quality, quantity and timeliness of the flow of
information between the Management and the Board.

The Board and the NRC reviewed the performance of
individual Directors on the basis of criteria such as the
contribution of the individual Director to the Board and
Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and
inputs in meetings, etc. The Board completed the Board
evaluation process for FY 2024-25 and expressed their
satisfaction with the evaluation process.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS

The Company conducts structured familiarization
programmes for Independent Directors on their roles,
responsibilities, business operations and regulatory updates.
The above details are disclosed in the Corporate Governance
Report and on the Company''s website.

13. COMMITTEES OF THE BOARD

The Board has constituted the following committees in
accordance with statutory requirements:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders'' Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

Details regarding composition, terms of reference and
meeting attendance are provided in the Corporate
Governance Report.

14. POLICY ON APPOINTMENT, REMUNERATION AND
EVALUATION OF THE DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT

The Nomination and Remuneration Policy, formulated in
accordance with Section 178 of the Act and SEBI Listing
Regulations, lays down the criteria for appointment and
remuneration of Directors, KMPs and Senior Management.
The policy is available under the policies section on the
website of the Company at: https://radiantcashservices.
com/corporate-governance/

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and
established a Vigil Mechanism in compliance with Section
177(9) of the Companies Act, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. This mechanism enables Directors and
employees to report concerns regarding unethical behavior,
actual or suspected fraud, or violation of the Company''s
code of conduct, in a secure and confidential manner. The
policy provides adequate safeguards against victimization of
whistleblowers and ensures direct access to the Chairperson
of the Audit Committee. Details of the Whistle Blower Policy
are provided in the Corporate Governance Report, which
forms an integral part of this Annual Report, and are also
available under the policies section on the Company''s website
at: https://radiantcashservices.com/corporate-eovernance/

16. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company is guided by a strong belief in giving back to
society and is committed to creating a meaningful and lasting
impact in the lives of the underprivileged. In furtherance
of this philosophy, the Company undertakes various
Corporate Social Responsibility (CSR) initiatives focused on
enhancing the well-being and development of marginalized
communities. All CSR activities, projects, and programs are
carried out in accordance with the provisions of Section 135
of the Companies Act, 2013 and the rules framed thereunder.

A brief outline of the Company''s CSR Policy and the initiatives
undertaken during the year under review are detailed in the
CSR Report, annexed to this Report as Annexure - 5. The
CSR Policy, along with the Annual Action Plan, is available
under the policies section on the Company''s website and
can be accessed at: https://radiantcashservices.com/
corporate-governance/

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has a robust internal control framework,
which includes comprehensive policies and procedures
designed to ensure the orderly and efficient conduct of its
operations. These controls are intended to safeguard assets,

prevent and detect frauds and errors, ensure the accuracy
and completeness of accounting records, and facilitate the
timely preparation of reliable financial disclosures. The
internal financial controls with reference to the financial
statements have been found to be adequate and operating
effectively, and are commensurate with the size, nature, and
complexity of the Company''s business operations.

Further details are provided in the section titled "Internal
Control Systems and their Adequacy" in the Management
Discussion and Analysis section, which forms part of this
Integrated Annual Report.

18. RISK MANAGEMENT

The Board of Directors has constituted a Risk Management
Committee to oversee the implementation and monitoring of the
Risk Management framework and evaluating its effectiveness.
Details regarding the composition of the Committee, its terms
of reference, and meetings held during the year under review
are disclosed in the Corporate Governance Report.

19. AUDITORS

Statutory Auditor:

M/s ASA & Associates LLP, Chartered Accountants, Chennai
(Firm Registration No. 009571N/N500006), were appointed
as the Statutory Auditors of the Company for a term of five
consecutive years from the conclusion of the 16^th Annual
General Meeting (AGM) held on September 20, 2021, till the
conclusion of the 21^st AGM to be held in the calendar year
2026, in accordance with Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules,
2014. The Auditor''s Report for the financial year ended March
31, 2025 does not contain any qualification, reservation, or
adverse remark and forms part of the Financial Statements.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013, the
Board of Directors appointed M/s S Sandeep & Associates,
Practising Company Secretaries (FCS: 5853, CP: 5987) as
the Secretarial Auditor of the Company for FY 2024-25. The
Secretarial Audit Report, issued in Form MR-3, is enclosed
as Annexure - 3 to this Report and does not contain any
qualification, observation, or adverse remark.

Further, based on the recommendation of the Board at its
meeting held on August 05, 2025, it is proposed to re-appoint
M/s S Sandeep & Associates, Practicing Company Secretaries
(Firm Registration No. P2025TN103600) as Secretarial
Auditors of the Company for a term of five consecutive years
commencing from FY 2025-26 to FY 2029-30, subject to the
approval of the shareholders, in compliance with Section 204
of the Act and the applicable Listing Regulations.

Internal Auditors:

In terms of Section 138 of the Companies Act, 2013, the
Board of Directors appointed M/s Menon & Pai, Chartered
Accountants (FRN: 008025S), as the Internal Auditors of the
Company for the financial year 2024-25.

Reporting of Frauds by Auditors:

During the year under review, no fraud has been committed
by the officers and employees against your Company.
Considering that the Company is in the business of
Cash Management, there were few instances of cash
embezzlements. However, given the nature of the Company''s
cash management business, there were certain instances of
cash embezzlements. During the year, 4 instances amounting
to H7.04 million were reported. Of this, H3.89 million has
been recovered and H3.15 million has been written off.

20. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with Section 129(3) of the Companies Act,
2013 and Regulation 34 of the SEBI Listing Regulations, the
Consolidated Financial Statements of the Company and its
subsidiaries for the financial year ended March 31, 2025,
prepared in accordance with applicable Indian Accounting
Standards (Ind AS), form part of this Annual Report.

21. MAINTENANCE OF COST RECORDS

The maintenance of cost records and requirement of cost
audit as specified under Section 148(1) of the Companies
Act, 2013 are not applicable to the Company for the
year under review.

22. CORPORATE GOVERNANCE REPORT

In accordance with Regulation 34 read with Schedule V of
the SEBI Listing Regulations, a detailed report on Corporate
Governance is provided as a separate section forming an
integral part of this Annual Report. A certificate from a
Practising Company Secretary confirming compliance with
the provisions of Corporate Governance is annexed to the
Corporate Governance Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SEBI Listing
Regulations, the Management Discussion and Analysis
Report, highlighting the Company''s business overview,
performance, industry trends, economic outlook, risks, and
other key developments during the financial year 2024-25,
forms an integral part of this Annual Report.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report for the year ended March 31, 2025 is enclosed to this
Annual Report .

25. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In accordance with Section 197(12) of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the
requisite disclosures are provided in Annexure - 4 to this
Report. As per the provisions of Section 136(1) of the Act, the
Board''s Report is being sent to the shareholders excluding
the said statement. This statement is available for inspection
and shall be provided on request by any shareholder to:
[email protected]

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS, COURTS OR TRIBUNALS

There were no significant or material orders passed by
any regulators, courts, or tribunals during the year under
review which would impact the going concern status of the
Company or its future operations.

27. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has adopted a policy on Prevention of
Sexual Harassment at the Workplace, in compliance with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. The policy is available under the policies section on
the Company''s website at: https://radiantcashservices.com/
corporate-governance/ .

An Internal Complaints Committee (ICC) has been duly
constituted to inquire into complaints pursuant to the
Section 4 of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013-
During the year under review, no complaints were received.

28. ANNUAL RETURN

In accordance with Sections 92(3) and 134(3)(a) of the
Companies Act, 2013, the draft Annual Return of the
Company for the financial year ended March 31, 2025, in
Form MGT-7, is available on the website of the Company and
can be accessed at: https://radiantcashservices.com

29. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING
& OUTGO

The provisions of clause (m) of sub-section (3) of Section 134
of the Act, read with rule 8 (3) of The Companies (Accounts)
Rules, 2014 relating to conservation of energy and technology
absorption are not applicable to our Company.

During the financial year ended March 31, 2025, there
were no Foreign Currency Earnings. The Foreign Currency
Expenditure for the Company amounted to H 0.19 million.

30. PROCEEDINGS PENDING, IF ANY, UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year 2024-25, there were no applications
made or proceedings pending under the Insolvency and
Bankruptcy Code, 2016 against the Company.

31. THE DETAILS OF DIFFERENCE BETWEEN THE
AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF

There were no instances of one-time settlement during
the year under review, and accordingly, the requirement to
disclose the difference in valuation vis-a-vis bank loans is
not applicable.

32. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances during the year under review where
the Company failed to implement any corporate actions
within the specified timelines.

33. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions
relating to Maternity Benefit Act, 1961

34. ACKNOWLEDGEMENT

The Board of Directors expresses its sincere appreciation
for the continued support and cooperation extended by
the shareholders, customers, vendors, bankers, auditors,
regulatory authorities, business associates, and employees
at all levels. Their trust and commitment have been
integral to the Company''s progress and success during the
financial year.

For and on behalf of the Board of Directors

Col. David Devasahayam

Place: Chennai Chairman and Managing Director

Date: August 05, 2025 DIN: 02154891

---

Mar 31, 2024

The Board of Directors are pleased to present the 19^th Annual Report on the business and operations of your Company (“Radiant Cash Management Services Limited”), together with the audited financial statements for the year ended March 31, 2024.

1. OVERVIEW OF FINANCIAL PERFORMANCE HIGHLIGHTS

A summary of key highlights of the financial performance of the Company during the financial year ended March 31, 2024 are hereunder:

(Rs. in Million)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24
Revenue from Operations	^^3,845.42	3,549.06 |	3,863.16
Other Income	57.25	25.76	57.48
Total Revenue	3,902.67	3,574.82	3,920.64
Total Expenditure	3,211.48	2,677.88	3,234.20
Profit before finance cost, depreciation and taxes	691.19	896.94	686.44
Less: Finance Cost	12.08	9.26	13.65
Depreciation and Amortization expenses	61.44	44.56	66.52
Profit before Tax	617.67	843.12	606.27
Less: Provision for Tax	163.26	215.85	161.68
Profit after Tax	454.41	627.27	444.59
Net profit/(Loss) attributable to NCI	-	-	(2.92)
Net profit/(Loss) attributable to Owners		- |	447.51
Add: Retained earnings - opening balance	1,401.69	1,002.63	1,401.69
Balance available for appropriation	1,856.10	1,629.90	1,849.20
Less: Appropriations:
- Interim / Final Dividends	213.42	228.21	213.42
- Transfer to Reserves		- |	-
Retained Earnings - Closing Balance	1,642.68	1,401.69	1,635.78

During the year under review, your Company achieved a standalone Total Revenue of T 3902.67 million, registering an increase of 9% over the previous year. The standalone Profit Before Tax was at T 617.67 million as compared to T843.12 million in the previous year. The standalone Profit after Tax was T 454.41 million in 2023-24, lower by T172.86 million, resulting in a decrease of 28% compared to the profit after tax of T627.27 million for the previous year.

Our performance during the year was affected on account of losses from the recently forayed Diamond Bullion Jewellery (DBJ) logistics business, lower margins during scale up in Cash Van operations and pricing pressure from few clients. Our DBJ logistics business is expected to break even and make positive EBITDA in the near future. Your Company acquired 58.21%, of share capital in M/s Aceware Fintech Services Pvt. Ltd. (“Aceware”) on December 01, 2023, making it a subsidiary of your Company. The Consolidated financial statements includes the net assets and results of Aceware for the period December 01, 2023 to March 31, 2024.

On a Consolidated basis, your Company achieved a Total Revenue of T3,920.64 million during FY 2023-24. The consolidated profit before tax and Consolidated Profit after taxes was T606.27 million and T444.59 million respectively.

The operational performance of the Company are detailed in the Management Discussion and Analysis forming part of the annual report Performance of Subsidiary

M/s Aceware Fintech Services Private Limited, a subsidiary company achieved a total revenue of T34.80 Million during the financial year registering a loss after tax of T27.53 Million.

The financial statements of the subsidiary are uploaded on the website of the Company can be accessed at https:// www.radiantcashservices.com/financials-2023-24/

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOKBusiness Overview:

Your Company continues to be a leading integrated cash logistics player In India, with strong presence in retail cash

management (“RCM”) segment of the cash management services industry in India and is one of the largest players in the RCM segment in terms of network locations or touch points served as of March 31, 2024. The Company caters to broad set of outsourcing requirements pertaining to cash management services for banks, financial institutions, organized retail and e-commerce companies in India and operates across five business verticals, namely 1) Cash Pick-up and Delivery; 2) Network Currency Management; 3) Cash Processing; 4) Cash Vans /Cash in Transit and 5) Other Value Added Services

The total business touch points have grown from 63,420 in March 2023 to 69,934 by March 2024. The network currency management business remained fairly stable. The Company services across 14,370 pin codes in India covering all States serving more than 8,276 locations as of March 31, 2024.

Diversification and Acquisition:

The FY 2023-24 has been a year of growth, diversification and acquisition for your Company.

During August 2023, the Company made a strategic expansion into facilitating movement of Diamond, Jewellery, Gold, Bullion, Precious Metals and High Value items (DBJ). Retail Cash Management business and DBJ logistics businesses exhibit substantial synergies, with both operations demanding a robust network, extensive experience in handling valuable cargo, and a strong process orientation.

On December 01, 2023, the Company acquired majority stake in Fintech Services Pvt. Ltd (“Aceware”), a Cochin based banking correspondence & fintech services provider for Banks / Financial Institutions / Merchants, facilitating digital payment solutions and other allied services to the rural population. This acquisition will provide significant growth opportunities for the Company including providing cash replenishment to micro ATMs in the rural areas, providing retail cash management services to end customers of cooperative banks and cooperative societies and leveraging the digital wallet services of Aceware, for more efficient fulfillment of cash management services.

Outlook:

Global Gross Domestic Product (GDP) growth is expected to ease from 3.1% in 2023 to 2.9% in 2024, before recovering to 3.0% in 2025.

The Indian economy registered sustained growth on the back of increasing domestic demand, government impetus to infrastructure spending and export growth. India’s real Gross Domestic Product (GDP) is estimated to have grown by 7.6% in FY24 as against a growth of 7.0% in FY23 on the back of buoyant domestic demand. This represented a third successive year of growth of more than 7 %.

Further analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which forms part of the Annual Report.

Dividend:

The Board had earlier during the year, declared a Final dividend of 72/- per share (200%) for the financial year 2022-23 absorbing a sum of 7213.42 million. The Final Dividend was paid on September 19, 2023, to those shareholders whose names appeared in the Register of Members as on the record date i.e., September 04, 2023.

Your directors are pleased to recommend a final dividend of 72.5/- per equity share on face value of 71/- each

i.e., 250%, for the financial year ended March 31, 2024. The final dividend, if approved by the shareholders at the ensuing Annual General Meeting of the Company, would involve a cash outflow of 7266.77 million and shall be payable to those Shareholders whose names appear in the register of Members as on the Record Date August 29, 2024

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website at https://radiantcashservices.com/ corporate-governance/

Unclaimed Dividends and Transfers to Investor Education and Protection Fund:

The details of unclaimed dividends in the Company are provided in the Corporate Governance Report, which forms part of this Annual Report. During the year the Company was not required to transfer any amount to Investor Education and Protection Fund under Section 125 of the Act.

Transfer to Reserves:

Your directors do not propose to transfer any amount to General Reserves.

Share Capital:

During the year under review, the Company has not made any changes in its Share Capital. The paid-up share capital of the company is 710,67,07,906 (comprising 10,67,07,906 equity shares of 71 each) which is the same as that of the previous year.

Borrowings:

The Company has no long-term borrowings as on March 31, 2024, as against 78.82 million (excluding current maturities of long term borrowings amounting to 7 3.80 million) reported during the previous year.

Fixed deposits:

During the year, the Company has not accepted any fixed deposits, including from the public, and there was no amount of principal or interest outstanding as of March 31, 2024.

Particulars of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013

The Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the

Notes to the financial statements. During the year under review, the Company made investment in M/s Aceware Fintech Services Private Limited amounting to Rs. 112 million on December 01, 2023.

Particulars of Contracts or Arrangements with Related Parties (referred to in subsection (1) of section 188 of the Companies Act, 2013)

All the transactions with related parties were in the ordinary course of business and on arm’s length basis and are reported in the Notes to Financial Statements. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC-2 pursuant to Section 134(3) of the Act and enclosed as Annexure -2 to this report.

The Related Party Transaction Policy of the Company as approved by the Board is available on the Company’s website and can be accessed at https:// radiantcashservices.com/corporate-governance/

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

4. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company. However, the Company expanded its operations to facilitate the movement of high-value items such as Diamonds, Jewellery, Gold Bullion, and Precious Metals.

5. SUBSIDIARY COMPANY JOINT VENTURES, AND ASSOCIATE COMPANIES

During the year, the company acquired majority stake (58.21%) in Aceware Fintech Services Private Limited on 01 December, 2023. Consequently, the Company has one subsidiary as on financial year ended March 31, 2024. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Act) a statement containing the salient features of financial statements of the Company’s subsidiary in Form No. AOC-1 is attached to this report as Annexure - 1. The Company has formulated a Policy for determining Material Subsidiaries in accordance with the SEBI Regulations and the Policy is available on the website of the Company at https://radiantcashservices. com/corporate-governance/

The Company does not have any Joint Venture / Associate Company as on March 31, 2024.

6. ALTERATION OF MEMMORANDUM OFASSOCIATION

The Memorandum of Association (“MoA") of the Company was amended through a Postal Ballot for the purpose of amending the Object Clause of the MoA to undertake new business activities in the nature of logistics solutions, financial technology solutions, vaulting, storage and allied

services for high value items, products and documents, including but not limited to gold, diamond, bullion bars, jewellery, gems etc. The MoA was amended vide Special resolution passed by the Shareholders through Postal Ballot approval dated July 01, 2023. The summary of voting results of postal ballot conducted is provided in the Corporate Governance Report. The amended MoA of the Company can be accessed at https://radiantcashservices. com/corporate-governance/

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They 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 of the Company for that period;

iii. They 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;

iv. They have prepared the annual accounts on a Going Concern basis;

v. They have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Composition:

As on March 31, 2024, the Company has six Directors comprising of two Executive Directors including one executive Chairman and Managing Director. The Company has four Non-Executive Directors consisting of one NonExecutive Nominee Director and three Independent Directors. There are two Women Directors on the Board. The existing composition of the Company’s Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Regulations 17 and 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to independent directors, women directors. There was no change in the composition of the Board during the financial year 2023-24.

On the basis of the written representations received from the Directors, none of the above Directors are disqualified under Section 164 (1) & (2) of the Companies Act, 2013 During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Declaration of Independence:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Re-appointment of Executive Directors

During the year under review the members of the company at their Annual General Meeting held on 11^th September 2023, approved the Reappointment of Col, David Devasahayam as Chairman and Managing Director and Dr. Renuka David as Whole-time Director of the company for a further term of 5 years each,

Retirement of Directors by Rotation:

In accordance with the requirements of the Act and the Company’s Articles of Association. Mr. Vasanthakumar A P, (DIN: 02069470) Nominee Director of the Company, retires by rotation and being eligible, has offered himself for re- appointment, The Board of Directors recommend for his re-appointment and the relevant resolutions seeking shareholders’ approval forms part of the Notice of the ensuing Annual General Meeting.

Re-appointment of Independent Directors

In accordance with the provisions of Section 149 of the Act and Regulations 17 and 25 of SEBI Listing Regulations Ms. Jayanthi (DIN: 09295572) and Lt, Gen, Devraj Anbu (DIN: 09295593) were appointed as Independent Directors of the Company by the Members at the 16^th Annual General Meeting (AGM) of the Company held on September 20, 2021, for a period of three consecutive years commencing from September 6, 2021 to September 5, 2024 and Mr, Ashok Kumar Sarangi (DIN: 09041162) was appointed as Independent Director at the Extra-ordinary General Meeting (EGM) held on September 23, 2021 for a period of three consecutive years commencing from September 23, 2021 to September 22, 2024, Accordingly, their first term of three years as Independent Directors of the Company, is due to expire during September 2024 and they are eligible for re-appointment as Independent Directors on the Board of the Company for a second term subject to the approval of the Members by a Special Resolution.

The Nomination and Remuneration Committee (NRC) after considering the performance evaluation of Ms. Jayanthi,

Lt, Gen, Devraj Anbu and Mr, Ashok Kumar Sarangi as Members of the Board/Committees, their contribution in Board/ Committee meetings and their skills, background and experience, recommended to the Board their reappointment as Independent Directors of the Company, Based on the recommendations of the NRC, the Board re-appointed them as Independent Directors, not liable to retire by rotation, subject to approval of the Members by way of Special Resolution at the ensuing AGM of the Company, to hold office as under:

- Ms. Jayanthi and Lt. Gen. Devraj Anbu for a second term of three years commencing from September 6, 2024 up to September 5, 2027 (both days inclusive),

- Mr. Ashok Kumar Sarangi for a second term of three years commencing from September 23, 2024 up to September 22, 2027 (both days inclusive),

The resolutions seeking shareholders’ approval for their re-appointment are included as Agenda Items in the Notice of AGM.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are:

• Col, David Devasahayam - Chairman and Managing Director

• Dr. Renuka David - Whole-time Director

• Mr. T. V. Venkataramanan - Chief Financial Officer

• Col. Benz K. Jacob - Chief Operating Officer

• Mr. Karthik Sankaran - Chief Technology Officer,

• Mr. Cyrus Shroff - Chief Marketing Officer

• Mrs, Jaya Bharathi Karumuri - Company Secretary and Compliance Officer (upto May 31, 2023)

• Mr, Nithin Tom - Company Secretary and Compliance Officer (from June 01, 2023)

The Board of Directors, based on the recommendation of Nomination and remuneration committee approved the change in designation of Col. Benz K. Jacob and Mr. Cyrus Shroff as Chief Operating Officer and Chief Marketing Officer respectively w.e.f. May 22, 2023. Further, Mrs, Jaya Bharathi Karumuri resigned from the post of Company Secretary and the Board of Directors at their Meeting held on May 22, 2023 accepted her resignation and decided to relieve her from the close of business hours on May 31, 2023. In the resulting vacancy, Mr, Nithin Tom was appointed as the Company Secretary and Compliance Officer of the Company with effect from June 01, 2023,

Code of Conduct:

The Board has laid down a “Code of Conduct” for all the Board Members and the Senior Management of the Company and the same has been posted on the website of the Company,

All Board members and Senior Management Personnel have affirmed compliance with the Company’s code of conduct for the financial year 2023-24. A declaration to this effect is included in the Corporate Governance Report forming part of this Annual Report.

9. MEETINGS OF THE BOARD

During the year under review, 4 meetings of the Board were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of the Annual Report.

10. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The applicable Secretarial Standards i.e., SS-1 relating to “Meetings of the Board of Directors” and SS-2 relating to “General Meetings” have been duly complied with by the Company.

11. BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The response received from the Individual Directors to the questionnaire framed on various criteria as per the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, served as the basis for conducting the evaluation.

The performance of the Board and the Committees were evaluated on various aspects such as composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Board completed the Board evaluation process for FY 2023-24 and expressed their satisfaction with the evaluation process.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company conducts familiarization program for the Independent Directors and the details of which are provided in the Corporate Governance Report.

13. COMMITTEES OF THE BOARD

In accordance with the provisions of the Act and Listing Regulations, following Statutory Committees were constituted by the Board

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders’ Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

The details on the composition of the Statutory Committees, attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms part of the Annual Report.

14. POLICY ON APPOINTMENT, REMUNERATION AND EVALUATION OF THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The Company’s policy on appointment, remuneration and evaluation of the directors, key managerial personnel and senior management adopted as per Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations, has been hosted on the website of the Company at: https:// radiantcashservices.com/corporate-governance/

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and established the necessary vigil mechanism in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, for Directors and Employees, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://radiantcashservices.com/ corporate-governance/

The policy enables stakeholders, including individual employees, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or any other genuine concerns or grievances and provides for adequate safeguards against victimization of Employees and Directors who avail of this vigil mechanism. The Audit Committee also periodically reviews the functioning of whistle blower mechanism.

16. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company strongly believes in the philosophy of giving back to the society and seeks to positively impact on the lives of the underprivileged by supporting and engaging in activities aimed at improving their well-being. The CSR activities, projects, and programs undertaken by the Company are in accordance with Section 135 of the Act and the rules made thereunder. The brief outline of the CSR Policy of the Company and the CSR initiatives undertaken by the Company during the year under review are set out in the CSR Report enclosed as Annexure - 5

to this report. The CSR Policy and the Annual Action Plan are disclosed on the website of the Company and can be accessed at https://radiantcashservices.com/corporate-governance/

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has comprehensive Internal Control Mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company’s policies, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s Internal Control Systems are commensurate with the nature of its business, and the size and complexity of its operations and such Internal Financial Controls concerning the Financial Statements are adequate.

For more details, refer to the ‘Internal Control Systems and their Adequacy’ section in the Management’s discussion and analysis, which forms part of this Integrated Annual Report

18. RISK MANAGEMENT

The Company was among the top 1,000 listed companies in India based on the market capitalization as on March 31, 2023. Accordingly, the Board of Directors constituted a Risk Management Committee at its meeting held on May 22, 2023 to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The details on composition, terms of reference and the meetings held during the year under review are disclosed in the Corporate Governance Report

19. AUDITORS Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, ASA & Associates, LLP, Chartered Accountants, Chennai (Firm registration number 009571N / N500006) (“ASA") was appointed as the Statutory Auditors, at the 16^th Annual General Meeting of the Company held on September 20, 2021, to hold office for a term of five consecutive years from the conclusion of the 16^th AGM, till the conclusion of the 21^st AGM to be held in the year 2026. The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Annual Report

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s S Sandeep & Associates, Practicing Company Secretaries

(FCS: 5853, CP: 5987) was appointed as Secretarial Auditor of the Company for FY 2023-24. The Secretarial Audit Report issued by M/s S Sandeep & Associates, in Form MR-3 is enclosed vide Annexure - 3 forming part of this report and does not contain any qualification. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report

Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013, the Board of Directors appointed M/s Menon & Pai, Chartered Accountants, FRN : 008025S as the Internal Auditors of the Company for the F.Y 2023-24.

Reporting of Frauds by Auditors:

During the year under review, no fraud has been committed by the officers and employees against your Company. Considering that the Company is in the business of Cash Management, there were few instances of cash embezzlements. During the year, there were 8 instances aggregating to 78.82 million reported by the Statutory Auditors. Out of the above, the Company recovered 71.83 million, written off 76.99 million.

20. CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS).

21. MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

22. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of this Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report, highlighting the business of your Company, details about the economy, Company’s business performance review and other material developments during the financial year 2023-24, forms an integral part of this Annual Report.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report (“BRSR”) for the year ended March 31, 2024 is enclosed to this report.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, necessary disclosures are provided in the Annual Report as Annexure - 4

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement will be made available to any Member on request at [email protected]

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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.

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the same is available on the website of the Company at https://radiantcashservices.com/corporate-governance/ . In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. During the year under review, no complaints were received.

28. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the draft annual return in Form MGT-7 as on March 31, 2024, is placed on the website of the Company and can be accessed at https://radiantcashservices.com

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

During the year, the Company made capital investment in energy saving equipments by purchasing cash vans, which are compliant with BS-VI norms.

We have also developed a robust network architecture and implemented an in-house developed Enterprise Resource Planning (ERP) system. The Company also uses in-house developed enterprise mobile applications viz. the “Radmus App” and the “Radiant Sandesh App.” to facilitate end to-end reconciliation processes, ensuring seamless and efficient workflows. During the year your Company carried out updations and incremental improvements in technology infrastructure.

During the financial year ended March 31, 2024, there were no Foreign Currency Earnings. The Foreign Currency Expenditure for the Company amounted to 2 0.17 million.

30. PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending under IBC during the year under review.

31. 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

No such event has occurred during the year under review.

32. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances where the Company failed to implement any corporate action within the specified time limit.

33. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank and express sincere gratitude to all the valuable stakeholders of the Company viz., shareholders, customers, vendors, auditors, bankers, business associates, regulatory authorities, Central and State Government Departments, local authorities etc. for their excellent support and cooperation extended by them during the financial year.

The Board of Directors also place on record their sincere appreciation of the valuable contribution made by the employees at all levels to the growth of the Company.

---

Mar 31, 2023

The Board of Directors are pleased to present the 18^th Annual Report on the business and operations of your Company together with the audited financial statements for the year ended March 31, 2023.

1. OVERVIEW OF FINANCIAL PERFORMANCE HIGHLIGHTS

A summary of key highlights of the financial performance of the Company during the financial year ended March 31, 2023 are hereunder:

(7 in million)
Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	3,549.06	2,860.35
Other Income	25.76	9.39
Total Revenue	3,574.82	2,869.74
Total Expenditure	2677.88	2274.86
Profit before finance cost, depreciation and taxes	896.94	594.88
Less: Finance Cost	9.26	36.71
Depreciation and Amortization expenses	44.56	37.59
Profit before Tax	843.12	520.58
Less: Provision for Tax	215.85	138.49
Profit after Tax	627.27	382.09
Add: Retained earnings - opening balance	1,002.63	870.54
Balance available for appropriation	1,629.90	1,252.63
Appropriations:
- Interim / Final Dividends	228.21	250.00
Retained Earnings - Closing Balance	1,401.69	1,002.63

During the year under review, your Company achieved a Total Revenue of 73,574.82 million representing an increase of about 25% over the previous year. The Profit before Tax was at 7843.12 million as compared to 7520.58 million in the previous year. The Profit after Tax was 7627.27 million in 2022-23, higher by 7245.18 million, registering an increase of about 64% compared to the profit of 7382.09 million for the previous year.

The impressive performance was on account of strong revenue growth and significant improvement in margins.

The operational performance of the Company are detailed in the Management Discussion and Analysis section forming part of the annual report

2. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK Business Overview:

Your Company is one of the leading integrated cash logistics player with strong presence in retail cash management (“RCM”) segment of the cash management services industry in India and are one of the largest players in the RCM segment in terms of network locations or touch points served as of March 31, 2023. The Company caters to broad set of outsourcing requirements pertaining to cash management services for banks, financial institutions, organized retail and e-commerce companies in India and operates across five business verticals, namely 1) Cash Pick-up and Delivery; 2) Network Currency Management; 3) Cash Processing; 4) Cash Vans /Cash in Transit and 5) Other Value Added Services.

Your Company continues to maintain its strong presence in the cash management industry and delivers a stellar performance. During the financial year under review, the revenue from the Company’s business verticals, Cash pick-up and delivery increased by 28%, Cash processing increased by 32%, Cash vans / Cash in transit increased by 64% and other value added services increased by 72%. Our total business touch points have grown from 49,980 in March 2022 to 63,420 by March 2023, with an annual growth of 27%. Network currency management business remained fairly stable. The Company services across 13,100 pin codes in India covering all districts (other than Lakshadweep), serving more than 5,700 locations as of March 31, 2023.

Outlook:

The economy has recovered from the pandemic induced contraction and staged a broad-based recovery across sectors, positioning itself to ascend to the pre-pandemic growth path in FY 2023. Global growth is projected to moderate from 3.4% in Calender Year 2022 to 2.8% in Calender Year 2023, weighed down by central banks raising interest rates to fight inflation, and Russia’s war in Ukraine.

India’s GDP grew by about 7.2% in FY 2023 and is expected to grow by about 6% in FY 2024. Despite the global slowdown, India’s economic growth rate is stronger than in many peer economies and reflects relatively increased domestic consumption and lesser dependence on global demand.

Further analysis of the Business and Financial Results are given in the Management Discussion and Analysis, section which forms part of the Annual Report.

Dividend:

During the year, the Board declared an interim dividend of 71/- per share i.e. 100% for the financial year 2022-23 absorbing a sum of 7106.71 million. The Interim Dividend was paid on February 20, 2023 to those shareholders whose names appeared in the Register of Members as on the record date i.e., February 08, 2023.

Your Directors are pleased to recommend a final dividend of 72/- per equity share of 71/- each i.e., 200%, for the financial year ended March 31, 2023. The final dividend, if approved by the shareholders at the ensuing Annual General Meeting of the Company, would involve a cash outflow of 7213.42 million and shall be payable to those Shareholders whose names appear in the register of Members as on the Record Date, September 04, 2023. Thus, the aggregate dividend for the Financial Year 202223 would be 73/- per share (i.e., 300%).

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) is available on the Company’s website at https^radiantcashservices.com/ corporate-governance/

Unclaimed Dividends and Transfers to Investor Education and Protection Fund:

The details of unclaimed dividends in the Company are provided in the Corporate Governance Report, which forms part of this Annual Report. During the year the Company was not required to transfer any amount to Investor Education and Protection Fund under Section 125 of the Act.

Transfer to Reserves:

Your Directors do not propose to transfer any amount to General Reserves for the financial year ended March 31, 2023.

Initial Public Offering:

During the year under review, your Company successfully completed Initial Public Offer (“IPO” or “Issue”) of 26,676,977 Equity Shares of face value of 71 each. The IPO consisted of a fresh issue of 54,54,546 Equity Shares by the Company and an offer for sale of 2,12,22,431 Equity Shares by the selling shareholders as detailed in the prospectus. The fresh issue of the Company has been subscribed at 799/- per Equity Share (including securities premium of 798/- per Equity Share) aggregating to 7540.00 million (shares allotted on January 02, 2023) and the offer for sale of 2,12,22,431 Equity Shares of 71/-each were subscribed at 72,026.41 million.

The shares of the Company were successfully listed with NSE & BSE with effect from January 04, 2023.

Share Capital:

During the year under review, the Company allotted 54,54,546 fresh equity shares of 71/- each on 2nd January, 2023 through an Initial Public Offering. As a result of this allotment, the paid-up share capital of the Company increased from 710,12,53,360 (comprising 10,12,53,360 equity shares of 71/- each) to 710,67,07,906 (comprising 10,67,07,906 equity shares of 71/- each). The equity shares so allotted rank pari passu with the existing equity shares of the Company.

Borrowings:

The long-term borrowings of the Company stood at 78.82 million (excluding current maturities of long term borrowings amounting to 7 3.80 million) as on March 31, 2023 as against 712.63 million (excluding current maturities of long term borrowings amounting to 7 3.45 million) reported as on March 31, 2022.

Fixed deposits:

During the year, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on Balance Sheet date.

Particulars of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013

The Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements.

Particulars of Contracts or Arrangements with Related Parties (referred to in subsection (1) of section 188 of the Companies Act, 2013)

All the transactions with related parties were in the ordinary course of the business and on the arm’s length basis and are reported in the Notes to Financial Statements. The Company during the year recovered from the Selling Shareholders their proportionate share of IPO expenses

as a one-time transaction and the details of which are disclosed in the Notes to the Financial Statements. The details of materially significant related party transactions entered into by the Company are disclosed in Form AOC-2 pursuant to Section 134(3) of the Act and enclosed as Annexure -1 to this report.

The Related Party Transaction Policy of the Company was amended in line with the provisions under SEBI Regulations and were approved by the Audit Committee and the Board at their respective meetings held on January 28, 2023. The amended policy, as approved by the Board is available on the Company’s website and can be accessed at https^radiantcashservices.com/ corporate-governance/

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

4. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

5. SUBSIDIARY COMPANY JOINT VENTURES, AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary/ Joint Venture / Associate Company as on March 31, 2023. Pursuant to SEBI Regulation the Company has formulated a Policy for determining Material Subsidiaries and the Policy is available on the website of the Company at https:// radiantcashservices.com/corporate-governance/

6. ALTERATION OF ARTICLES OF ASSOCIATION

The Articles of Association (“AoA”) of the Company was amended at the Shareholder’s meetings held on July 18, 2022 and Sep 12, 2022 for the purpose of extending the Long Stop Date for the Initial Public Offering (“IPO”). Upon listing of company’s shares, consequent to consummation of IPO, the clauses forming part of the AoA arising out of the Investment Agreement(s) with Ascent Capital Advisors India Private Limited ceased to have effect and such clauses were removed vide Special resolution passed by the Shareholders through Postal Ballot approval dated March 23, 2023. The amended AoA of the Company can be accessed at https://radiantcashservices.com/ corporate-governance/

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They 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 loss of the Company for that period;

iii. They 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;

iv. They have prepared the annual accounts on a Going Concern basis

v. They have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Composition:

As on March 31, 2023, the Company has six Directors comprising of two Executive Directors one of which is an Executive Chairman and Managing Director. The Company has four Non-Executive Directors consisting of one NonExecutive Nominee Director and three Independent Directors. There are also two Women Directors on the Board. The existing composition of the Company’s Board is fully in conformity with the applicable provisions of the Companies Act, 2013 and Regulations 17 and 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to independent directors, women directors. There was no change in the composition of the Board during the financial year 2022-23.

On the basis of the written representations received from the Directors, none of the above Directors are disqualified under Section 164 (1) & (2) of the Act. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Declaration of Independence:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Retirement of Directors by Rotation:

In accordance with the requirements of the Act and the Company’s Articles of Association. Dr. Renuka David, Director of the Company, retires by rotation and being eligible, has offered herself for re- appointment. The Board of Directors recommend for her re-appointment and the relevant resolutions seeking shareholders’ approval forms part of the Notice of the ensuing Annual General Meeting.

Re-appointment of Managing Director and Whole-time Director:

The term of appointment of Col David Devasahayam and Dr. Renuka David in their respective designations as Managing Director and Whole-time Director, would come to an end on October 25, 2023. The Board of Directors, based on the recommendation of Nomination and Remuneration Committee (NRC) and subject to Shareholder’s Approval, at their meeting held on August 08, 2023 have approved the proposal for re-appointment of Col. David Devasahayam (DIN: 02154891) and Dr. Renuka David (DIN: 02190575) as the Managing Director and Whole-time Director respectively for a further period of five years each, with effect from October 26, 2023. The relevant resolutions seeking shareholders’ approval for aforementioned re-appointments forms part of the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are:

• Col. David Devasahayam - Chairman and Managing Director

• Dr. Renuka David - Whole-time Director

• Mr. T. V. Venkataramanan - Chief Financial Officer

• Col. Benz K. Jacob - Chief Operating Officer

• Mr. Karthik Sankaran - Chief Technology Officer,

• Mr. Cyrus Shroff - Chief Marketing Officer

• Mrs. Jaya Bharathi Karumuri - Company Secretary and Compliance Officer (upto May 31, 2023)

• Mr. Nithin Tom - Company Secretary and Compliance Officer (with effect from June 01, 2023)

The Board of Directors, based on the recommendation of Nomination and Remuneration Committee approved the change in designation of Col. Benz K. Jacob and Mr. Cyrus Shroff as Chief Operating Officer and Chief Marketing Officer respectively w.e.f. May 22, 2023. Further, Mrs. Jaya Bharathi Karumuri resigned from the post of Company Secretary and the Board of Directors at their Meeting held on May 22, 2023 accepted her resignation and decided to relieve her from the close of business hours on May 31, 2023. In the resulting vacancy, Mr. Nithin Tom was appointed as the Company Secretary

and Compliance Officer of the Company with effect from June 01, 2023.

Code of Conduct:

The board has laid down a “Code of Conduct” for all the Board Members and the Senior Management of the Company and the same has been posted on the website of the Company.

All Board members and Senior Management Personnel have affirmed compliance with the Company’s code of conduct for the financial year 2022-23. A declaration to this effect is included in the Corporate Governance Report forming part of this Annual Report.

9. MEETINGS OF THE BOARD

During the year under review, nine meetings of the Board were held. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of the Annual Report.

10. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The applicable Secretarial Standards i.e., SS-1 relating to “Meetings of the Board of Directors” and SS-2 relating to “General Meetings” have been duly complied with by the Company.

11. BOARD EVALUATION

The Board of Directors carried out an annual evaluation of its own performance, board committees, and individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations. The response received from the Individual Directors to the questionnaire framed on various criteria as per the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, served as the basis for conducting the evaluation.

The performance of the Board and the Committees were evaluated on various aspects such as composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution

and inputs in meetings, etc. The Board completed the Board evaluation process for FY 2022-23 and expressed their satisfaction with the evaluation process.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company conducts familiarization program for the Independent Directors and the details of which are provided in the Corporate Governance Report.

13. COMMITTEES OF THE BOARD

In accordance with the provisions of the Act and Listing Regulations, following Statutory Committees were constituted by the Board

a. Audit Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Stakeholders’ Relationship Committee

The details on the composition of the Statutory Committees, attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms part of the Annual Report.

The Company is among the top 1000 listed Companies in India based on the market capitalization as on March 31, 2023. Accordingly, the Board has also constituted the Risk Management Committee at its meeting held on May 22, 2023.

14. POLICY ON APPOINTMENT, REMUNERATION AND EVALUATION OF THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided under Section 178(3) of the Act forms part of the Nomination & Remuneration Policy of the Company. This Policy is available on the website of the Company and can be accessed at: https:// radiantcashservices.com/corporate-governance/

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and established the necessary vigil mechanism in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, for Directors and Employees, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which forms part of the Annual Report and is also available on https://radiantcashservices.com/corporate-governance/

The policy enables stakeholders, including individual employees, to freely communicate their concerns about illegal or unethical practices, actual or suspected fraud or any other genuine concerns or grievances and provides for

adequate safeguards against victimisation of Employees and Directors who avail of this vigil mechanism. The Audit Committee also periodically reviews the functioning of whistle blower mechanism.

16. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Company strongly believes in the philosophy of giving back to the society and seeks to positively impact on the lives of the underprivileged by supporting and engaging in activities aimed at improving their wellbeing. The CSR activities, projects, and programs undertaken by the Company are in accordance with Section 135 of the Act and the rules made thereunder. The brief outline of the CSR Policy of the Company and the CSR initiatives undertaken by the Company during the year under review are set out in the CSR Report enclosed as Annexure - 2 to this report. The CSR Policy and the Annual Action Plan are disclosed on the website of the Company and can be accessed at https://radiantcashservices.com/corporate-governance/

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has comprehensive Internal Control Mechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company’s policies, prevention, and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Company’s Internal Control Systems are commensurate with the nature of its business, and the size and complexity of its operations and such Internal Financial Controls concerning the Financial Statements are adequate.

For more details, refer to the ‘Internal Control Systems and their Adequacy’ section in the Management’s Discussion and Analysis, which forms part of this Annual Report

18. RISK MANAGEMENT

The Company is among the top 1000 listed companies in India based on the market capitalization as on March 31, 2023. Accordingly, the Board of Directors have constituted a Risk Management Committee at its meeting held on May 22, 2023 to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

19. AUDITORS Statutory Auditor:

Pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, ASA & Associates, LLP, Chartered Accountants, Chennai (Firm registration number 009571N / N500006) (“ASA”) was appointed as the Statutory Auditors, at the 16^th Annual

General Meeting of the Company held on September 20, 2021, to hold office for a term of five consecutive years from the conclusion of the 16^th AGM, till the conclusion of the 21^st AGM to be held in the year 2026. The Auditors’ Report for fiscal 2023 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Annual Report

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s S Sandeep & Associates, Practicing Company Secretaries (FCS: 5853, CP: 5987) was appointed as Secretarial Auditor of the Company for FY 2022-23. The Secretarial Audit Report issued by M/s S Sandeep & Associates, in Form MR-3 is enclosed vide Annexure - 3 forming part of this report and does not contain any qualification.

Reporting of Frauds by Statutory Auditors

During the year under review, no fraud has been committed by the officers and employees against your Company. Considering that the Company is in the business of Cash Management, there were few instances of cash embezzlements. During the year, there were 40 instances aggregating to 750.54 million reported by the Statutory Auditors. Out of the above, the Company has so far recovered 739.19 million, written off 79.50 million and the recovery of balance 71.84 million is in progress.

20. MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

21. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, forms an integral part of this Annual Report. A certificate from a Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis Report, highlighting the business of your Company, details about the economy, Company’s business performance review and other material developments during the financial year 2022-23, forms an integral part of this Annual Report.

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report (“BRSR”) for the year ended March 31, 2023 is enclosed to this report.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, necessary disclosures are provided in the Annual Report as Annexure - 4

Pursuant to Section 136 (1) of the Companies Act, 2013, the report of the Board of Directors is being sent to the shareholders of the Company excluding the statement prescribed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The statement will be made available to any Member on request at [e-mail]

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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.

26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the same is available on the website of the Company at https://radiantcashservices.com/corporate-governance/. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. During the year under review, no complaints were received.

27. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the draft annual return in Form MGT-7 as on March 31, 2023, placed on the website of the Company and can be accessed at https://radiantcashservices.com/ agm-for-fy-2022-23/

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The provisions of clause (m) of sub-section (3) of Section 134 of the Act, read with rule 8 (3) of The Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption are not applicable to our Company.

During the financial year ended March 31, 2023, there were no Foreign Currency Earnings. The Foreign Currency Expenditure for the Company amounted to T 2.23 million.

29. PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending under IBC during the year under review.

30. 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

No such event has occurred during the year under review.

31. CODE FOR PREVENTION OF INSIDER TRADING

The Board has adopted a code to regulate, monitor and report trading by insiders in securities of the Company. The code inter alia requires pre-clearance for dealing in the securities of the Company and prohibits the purchase or sale of securities of the company while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed.

The Board has further approved the code for practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and policy governing the procedure of inquiry in case of actual or suspected leak of UPSI. The code has also been hosted on the website of the company and can be accessed at https:// radiantcashservices.com/corporate-governance/.

32. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to thank and express sincere gratitude to all the valuable stakeholders of the Company viz., shareholders, customers, vendors, auditors, bankers, business associates, regulatory authorities, Central and State Government Departments, local authorities for their excellent support and cooperation extended by them during the financial year.

The Board of Directors also place on record their sincere appreciation of the valuable contribution made by the employees at all levels to the growth of the Company.

For and on behalf of the Board of Directors

Col. David Devasahayam

Chairman and Managing Director DIN:02154891

Place: Chennai

Date: August 08, 2023