Delphi World Money Ltd Directors Report

To

The Members,

Your Directors are pleased to present the 40th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March 2025.

1. FINANCIAL RESULTS

(INR in Millions)

Particulars	2024-25	2023-24
Total Income including exceptional items	17413.66	28,870.10
Profit / (Loss) Before Depreciation	157.24	235.58
Less : Depreciation	11.51	8.99
Profit / (Loss) Before Exceptional Item & Tax	145.73	226.59
Exceptional Items	125.99	-
Profit / (Loss) Before Tax	19.74	226.59
Less : Income Tax	36.33	66.43
Less : Deferred Tax	(36.14)	8.24
Profit / (Loss) After Tax from Continuing Operations	19.55	151.92
Profit / (Loss) After Tax from Discontinuing Operations	0	0
Profit / (Loss) for the year	19.55	151.92
Other Comprehensive Income Net of Tax	(0.82)	(2.03)
Total Comprehensive Income for the year	18.73	149.89

The Financial Statements of the Company, prepared in accordance with Indian Accounting Standards (IND AS) including the rules notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

2. RESULT OF OPERATIONS AND THE STATE OF AFFAIRS

The Profit before Tax from Continuing Operations for the year 2024-25 is INR 19.74 Million as against the profit of INR 226.59 Million in the previous year. Profit after Tax from Continuing Operations in 2024-25 stood at INR 19.55 Million as against the profit of INR 151.92 Million in the previous year.

Your Companys total income during the year under review was INR 18.73 Million as compared to INR 149.89 Million in the previous year.

3. RESERVES

During the year under review, no amount was transferred to General Reserve. An amount of INR 2147.28 millions (previous year INR 2127.73 millions) is proposed to be held as Retained Earnings.

4. DIVIDEND

In order to conserve resources of the Company for continuing its business operations, the Company has not declared dividend. The dividend distribution policy of the Company is available on the website of the Company at https://www.indiaforexonline.com/invester-pdf/DelphiPolicies/DIVIDEND%20DISTRIBUTION%20POLICY. pdf.

5. SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The Authorised Share Capital f the Company is INR 15,00,00,000/- and the paid up Equity Share Capital of the Company is INR 11,12,78,900/- comprising of 1,11,27,890 equity shares of INR 10/- each.

6. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

As at 31st March, 2025, the Company does not have any Subsidiary, Associate, or Joint Venture Company; therefore, the requirement of form AOC-1 is not applicable. The Company is a subsidiary of EbixCash World Money Limited.

The Company has adopted a Policy for determining the criteria of Material Subsidiary which can be viewed on the Companys website at https://www.indiaforexonline. com/invester-pdf/DelphiPolicies/POLICY%2QFOR%20 DHTHRMINING%20MATHRIAL%20SUBSIDIARIHS.pdf.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits and also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

8. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are given in the notes to the Financial Statement.

9. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL STATEMENT

The Company has a robust and well embedded system of internal controls facilitated through appropriate IT system and workflows, which are reviewed and upgraded based on risk control testing performed from time to time. Comprehensive policies, guidelines and procedures are laid down, reviewed and updated for all business processes and these are accessible to the concerned employees through the designated web page. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial statements, management reporting for business performance management and for maintaining accountability of assets

Details regarding internal controls and internal financial controls, along with their adequacy, are provided in the Management Discussion and Analysis section, which forms part of this Report.

10. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year under review were conducted in the ordinary course of business and on an arms length basis.

Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable. However, detailed disclosure on related party transactions as per IND AS- 24 containing name of related parties and details of the transactions entered into with them have been provided under Note No. 45 Financial Statements.

In line with the requirements of the Act and SEBI Listing Regulations, Board in its meeting held on 29th April 2025 updated the Policy on the materiality of related party transactions and the manner of dealing with such transactions. The updated policy is available on the Companys website at the following link: https://www. indiaforexonline.com/invester-pdf/DelphiPolicies/ POI,ICY%20ON%20DETERMINE%20MATERII,ITY%20 OF%20EVENT.pdf

11. CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance requirements as stipulated under the Listing Regulations. A separate section on corporate governance, along with a certificate from the practicing company secretary confirming Corporate Governance compliance is provided as Annexure-I of the Corporate Governance Report forming part of this Report.

12. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act.

13. CREDIT RATING

The Credit rating obtained by the Company during the year under review is as under:

Credit Rating Agency	Facilities	Rating
Care Edge Ratings	Long Term Bank Facilities	CARE BB+; Stable

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Companys Board had 6 (Six) Directors comprising of 1 Executive Director, 2 NonExecutive Directors and 3 Independent Directors including 1 Independent Woman Director. The details of Directors and composition of various committees of the Board and other details are provided in Corporate Governance report which forms part of the Integrated Annual Report.

Re-appointment / Appointment

During the period under review, following directors were appointed:

1. The members of the Company have approved, through postal ballot, the re-appointment of Mr. Deepak Bhan as an Independent Director for a further term of five years, effective from May 22, 2024.

2. The members of the Company have approved, through postal ballot, the re-appointment of Mr. Sanjay Malhotra as an Independent Director for a further term of five years, effective from May 22, 2024..

3. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Ms. Seema Joshi w.e.f. 12th November, 2024 as an additional director in the category of Independent Director. Subsequently, members of the Company, through postal ballot did not regularized her appointment and accordingly, her office was vacated w.e.f. 9th February, 2025.

4. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Shri Pal Goel w.e.f. 12th November, 2024 as an additional director in the category of Independent Director. Subsequently, members of the Company, through postal ballot regularized his appointment.

5. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Tiruvanamalai Chandrashekaran Guruprasad w.e.f. 12th November, 2024 as an additional director in the category of NonExecutive - Non Independent Director. Subsequently, members of the Company, through postal ballot regularized his appointment.

6. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Chaganti Samba Murty w.e.f. 19th December, 2024 as an additional director in the category of Non-Executive - Non Independent Director. Subsequently, members of the Company, through postal ballot regularized his appointment.

7. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Ms. Vani Mahajan w.e.f. 8th January, 2025 as an additional director in the category of Independent Director. Subsequently, members of the Company, through postal ballot regularized her appointment.

8. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, approved the appointment of Mr. Ajai Kumar w.e.f. 8th January, 2025 as an additional director in the category of Independent Director. Subsequently, members of the Company, through postal ballot regularized his appointment.

9. The Board of Directors approved the appointment of Mr. Vinay Singh w.e.f. 28th May, 2024 as a Company Secretary of the Company.

Mr. Hariprasad Meenoth Panichikkil (DIN: 09473253), Whole-time Director, who is liable to retire by rotation at the ensuing annual general meeting (AGM") of the Company and being eligible, has offered himself for re-appointment as per the provisions of the Act. Based on performance evaluation and the recommendation of Nomination and Remuneration Committee, the Board recommends his reappointment. A brief profile of Mr. Hariprasad is provided in the Notice of ensuing AGM along with appropriate resolution for his re-appointment for the approval of the members of the Company at the ensuing AGM.

Resignation / Cessation

During the period under review, following directors were ceased:

1. Ms. Sheetal Singh resigned as an Independent Director of the Company w.e.f. 7th October, 2024 due to personal health issues and unavoidable circumstances. She further confirmed that there was no material reason for her resignation.

2. Mr. Sanjay Malhotra resigned as an Independent Director of the Company w.e.f. 9th October, 2024 due to personal reason. He further confirmed that there was no material reason for his resignation.

3. Mr. Deepak Bhan resigned as an Independent Director of the Company w.e.f. 25th October, 2024 due to pre-occupation. He further confirmed that there was no material reason for his resignation.

4. Mr. Satya Bushan Kotru resigned as Director of the Company w.e.f. 23rd December, 2024 due to preoccupation. He further confirmed that there was no material reason for his resignation.

5. Mr. Vikas Verma resigned as Director of the Company w.e.f. 13rd January, 2025 due to pre-occupation. He further confirmed that there was no material reason for his resignation.

6. Ms. Seema Joshi office was vacated w.e.f. 9th February, 2025, due to non-confirmation of her appointment by members.

7. Mr. Shivam Aggarwal resigned as Company Secretary of the Company w.e.f. 10th May, 2024.

Declarations and Confirmation on Independent Director(s)

Independent Directors have submitted their declaration of independence, stating that:

(i) they continue to fulfil the criteria of independence as required pursuant to section 149(6) read with schedule IV of the Act and regulation 16(l)(b) of the SEBI Listing Regulations;

(ii) they have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties in terms of regulation 25(8)of the SEBI Listing Regulations;

(iii) they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

(iv) there has been no change in the circumstances affecting their status as Independent Director of the Company.

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in schedule IV to the Act. In Boards opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. The Independent Directors have also confirmed that they have complied with the Companys code of conduct. Independent Directors have also confirmed that they have registered their names in the independent directors databank with the Indian Institute of Corporate Affairs.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed by the Board of Directors: -

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2025, the Indian Accounting Standards (IND AS) has been followed along with proper explanation relating to material departures;

b. that they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year ended on that period.

c. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they had prepared the accounts for the financial year ended 31st March, 2025 on a going concern basis.

e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Act and SEBI Listing Regulations, the Board, in consultation with Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board, its Committees, Chairperson and Individual Directors,including Independent Directors.

The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairperson of the Board.

The Independent Directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Boards performance, performance of the Chairperson and other non-independent directors and shared their views with the Chairperson.

The directors expressed their satisfaction with the evaluation process. The results of evaluation showed high level of commitment and engagement of Board, its various committees and management;

17. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee selects the candidate to be appointed as the Director on the basis of the requirement and enhancing the competencies of the Board of the Company.

The current policy is to have a balance of executive, nonexecutive Directors and Independent Directors to maintain the independence of the Board and to separate its functions of governance and management. The composition of Board of Directors during the year ended March 31, 2025 are in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 read with Section 149 of the Companies Act, 2013.

The policy of the Company on directors appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The remuneration policy as above is also available on the website of the company https:// www.indiaforexonline.com/invester-pdf/DelphiPolicies/ NOMINATION%20AND%20REMIJNERATION%20POI.IC .

18. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The key philosophy of all CSR initiatives of the Company is to continue commitment by business to contribute to economic development while improving quality of life of workforce and their families as well as society at large.

In terms of the provisions of section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended from time to time) the Board has constituted a Corporate Social Responsibility ("CSR")

Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report which forms part of this Report.

The Company has adopted a CSR Policy in accordance with the provisions of the Act and rules made thereunder. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR activities, identified sectors, reporting mechanism etc. CSR policy is uploaded on the website of the Company: https://www.indiaforexonline. com/invester-pdf/DelphiPolicies/CSR%20PQLICY.pdf.

The Companys CSR initiatives is on the focus areas approved by the Board benefiting the community. The obligation for spending the funds on CSR activities for the year 2024-25 was approximately INR 3.77 million and the Company had spent an amount of INR 3.90 million. The Annual Report on CSR activities is annexed as a separate Annexure II.

19. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year and the date of this Report.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have significant impact on the going concern status and the Companys operations in future.

21. ANNUAL RETURN

The Annual Return of the Company in Form MGT-7 as required under Section 134(3)(a) and 92(3) of the Companies Act, 2013, for the financial year ended 31st March 2025 is available on the website of the company at www.indiaforexonline.com.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

23. DISCLOSURE OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, disclosure of particulars regarding Conservation of Energy, Research and Development, Technology Absorption are not applicable to the Company. The details of Foreign exchange earnings and utgo are as follows:

(INR in Million)

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
Foreign Exchange	NIL	NIL
Earnings in Foreign Exchange	241.67	278.39
Exports of Foreign Currency	Nil	Nil
Receipts from Money Transfer	43,018.77	51,420.22
Expenditure in Foreign Exchange	Nil	Nil
Travelling expenses	Nil	Nil
Commission payments	6.10	14.12
Import of Foreign Currency	Nil	Nil

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBIITION AND REDRESSAL) ACT, 2013

The Company strongly believes in providing a safe and harassment free workplace for every individual through various interventions, policies and practices. The Company has a policy for prevention of sexual harassment of women at workplace and also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of all employees of the Company and lays down the guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to constitution of Internal Committee ("IC") as specified under POSH.

The Company committed to provide equal employment opportunity provides and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place, if involving employees, is a grave offence and is, therefore, punishable.

During the year under review no complaint was received in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 and their breakup is as under:

a) No. of Complaints filed during the financial year ended 31.03.2025 : NIL

b) No. of Complaints disposed of during the financial year : NIL

c) No. of pending Complaints as on 31.03.2025 : NIL

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this report has been given under separate section.

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Transfer of Unclaimed Dividend to IEPF

As required under Section 124 of the Companies Act 2013, the Unclaimed Dividend amount aggregating to INR 9,67,224/- pertaining to the financial year 2016-17 lying with the Company for a period of seven years were transferred during the financial year 2024-25, to the Investor Education and Protection Fund established by the Central Government.

Transfer of shares to IEPF:

As required under Section 124 of the Companies Act, 2013, the Company has 39,160 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2024-25.

27. AUDITORS & THEIR REPORT STATUTORY AUDITORS

The members of the Company had appointed T R Chadha

& Co LLP, Chartered Accountants (Firm Registration No. 006711N/N500028) as Statutory Auditors of the Company for a term of 5 (five) consecutive years from conclusion of 35th Annual General Meeting until the conclusion of 40th Annual General Meeting. T R Chadha & Co LLP has confirmed that it satisfies the independence criteria required under the Act and the code of ethics issued by the Institute of Chartered Accountants of India.

The Board of Directors on recommendation of Audit Committee approved the re-appointment of T R Chadha & Co LLP, Chartered Accountants, at its meeting held on 29th April, 2025 as the Statutory Auditors of the Company, subject to the approval of the members in the ensuing Annual General Meeting. The Company has received a certificate from the Auditors confirming that their re-appointment, if approved, would be within the limits prescribed under the Companies Act, 2013, and that they are not disqualified from being re-appointed. The proposed re-appointment is for a further term of five (5) consecutive years, commencing from the conclusion of the 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting.

Auditors remarks in their report read with the notes to accounts referred to by them are self-explanatory. There has been no fraud reported by the Statutory Auditors of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulation, the Company has appointed M/s SRC & Co., Company Secretaries, a peer reviewed firm, as Secretarial Auditor of the Company for the FY 2024-25. The Report of the Secretarial Auditor is annexed to the Report as per Annexure III.

The Secretarial Audit Report for the financial year ended March 31, 2025, states that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

In line with the recent amendments in the listing regulations, Board of Directors at its meeting held on 29th April, 2025, has appointed M/s SRC & Co., Company Secretaries, a peer reviewed firm, as Secretarial Auditor of the Company for a period of five consecutive years commencing from FY 202526 and recommended the same to the members for their approval.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As required under section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees remuneration is enclosed as Annexure-IV to this report.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write email to the Company Secretary on corp.relations@ebixcash.com.

29. MAINTAINENCE OF COST RECORDS AND AUDIT

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 for the business activities carried out by the Company.

30. DISCLOSURE:

MEETINGS OF THE BOARD

Regular meetings ofthe Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. During the year under review, the Board of Director of the Company met 4 (Four) times. These meetings of the Board of Directors were held on 28th May, 2024, 14th August, 2024, 14th November, 2024 and 6th February, 2025. Due to business exigencies, the Board has also been approving several proposals through resolution by circulation from time to time.

The composition of Board of Directors as on 31st March 2025 is in conformity with section 173 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013 or other applicable provisions & circulars. For further details, please refer Report on Corporate Governance attached to this Annual Report.

INDEPENDENT DIRECTOR

During the year under review, the Independent Directors of the Company met once on 18th March, 2025. For further details, please refer Report on Corporate Governance attached to this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprised of 2 Independent Directors and 1 Non-Executive Director as its members as on 31st March, 2025. The Chairman of the Committee is an Independent Director. The Members possess adequate knowledge of accounts, audit, finance, etc.

The composition of the Audit Committee is in conformity with requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March 2025, the Committee met 4 (four) times on 28th May, 2024, 14th August, 2024, 14th November, 2024 and 6th February, 2025. For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprised of 2 Independent Directors and 1 Non-Executive Director as on 31st March, 2025. The Chairman of the Committee is an Independent Director.

The Composition of the Nomination and Remuneration Committee is in conformity with requirements of section 178 the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2025, the Committee met 1 (one) time on 28th May, 2024. For further details, please refer Report on Corporate Governance attached to this nnual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprised of Independent Director, 1 Executive Director and 1 NonExecutive Director as on 31st March, 2025. The Chairman of the Committee is a Non-Executive Director.

The Composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2025, the Committee met 10 (Ten) times on 3rd May, 2024, 27th June, 2024, 28th June, 024, 26th July, 2024, 23rd August, 2024, 30th August, 2024, 27th September, 2024, 4th October, 2024, 1st January, 2025 and 14th February, 2025. For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee (CSR) comprised of 1 Independent Director 1 Executive Director and 1 Non-Executive Director as on 31st March, 2025.

The Composition of the CSR Committee is in conformity with requirements of the provisions of the Section 135 of the Companies Act, 2013. During the year ended 31st March, 2025, the Committee consider and approve the matter related to CSR through circulation.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee comprised of 1 Independent Director, 1 Executive Director and 1 Non-Executive Director. The Composition of the Risk Management Committee is in conformity with requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March, 2025, the Committee met 2 (Two) times on 30th May, 2024 and 2nd December, 2024.

Risk Management Committee which has been entrusted with the responsibility to assist the Board in :-

(a) overseeing and approving the Companys enterprise wide risk management framework; and

(b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together form the Management System that governs how the Company conducts the business and manages associated risks.

VIGIL MECHANISM

The Company promotes integrity and ethical behaviour in its business activities and has a whistle blower policy in place to provide appropriate avenues to the stakeholders to raise bona-fide concerns relating to unethical and improper practices, irregularities, governance weakness, financial reporting issues or any other wrongful conduct and to prohibit the victimisation of the whistle blowers.

A whistle blower can raise his/her concerns with the designated official as defined under the whistle blower policy and under exceptional circumstances with Audit Committee. The investigations relating to the concern is required to be carried out by/or under the instructions ofthe Ethics and Compliance Committee comprising of members from senior leadership and Internal Auditor as members. Any allegations that fall within the scope of the concern are investigated and resolved appropriately. Further, during FY 2024-25, no individual was denied access to the Chairman of Audit Committee for reporting concerns, if any.

The Vigil Mechanism ofthe Company, which also incorporates a whistle blower policy in terms of the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. No complaint was received during the year and was pending at the end of the year. The Policy on vigil mechanism and whistle blower may be accessed on the Companys website at https://www.indiaforexonline.com/ invester-pdf/DelphiPolicies/WHISTI,E%20BI,OWER%20 POLICY.pdf.

THE DETAILS OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application during the year and no proceeding is pending under Insolvency & Bankruptcy Code, 2016 (IBC).

OTHER GENERAL DISCLOSURES

• There was no instance of onetime settlement with any Bank or Financial Institution.

• There was no revision in the financial statements and Boards Report.

• There was no change in the nature of business.

• There was no instance where the Company failed to implement any corporate action within the prescribed statutory timelines.

• The Chairperson & Managing Director of the Company has not received any remuneration or commission from any of its subsidiaries during the year.

31. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central/State Governments, Financial Institutions & Bankers, Western Union Financial services Inc., Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. They are also grateful for the confidence and faith that you have reposed in the Company as its member.

	FOR AND ON BEHALF OF THE BOARD
PLACE : MUMBAI	TIRUVANAMALAI CHANDRASHEKARAN GURUPRASAD
DATE : 09.07.2025	CHAIRPERSON