Radiant Cash Management Services Ltd

Dear Members,

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.

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)

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 2. 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/

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.

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.

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/

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.

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

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.

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.

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.

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.

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/

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.

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.

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.

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/

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.

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.

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.

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,

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.

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.

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,

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.

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.

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.

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.

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

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.

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/

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.

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/

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

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

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

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.

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.

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).

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.

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.

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.

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.

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 investorrelations@radiantcashlogitics.com

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.

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.

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

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.

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

No such event has occurred during the year under review.

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

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.