Directors Report of Akiko Global Services Ltd.

Mar 31, 2025

Your directors have pleasure in presenting you the 7^th Annual Report of Akiko Global Services Limited (‘the
Company”) together with the Standalone and Consolidated Audited Financial Statements of the Company
for the Financial Year ended 31^st March, 2025.

FINANCIAL PERFORMANCE_

The Company’s financial performance the following are the financial results of the Company for the year
ended 31^st March, 2025.

PARTICULARS	STANDALONE		CONSOLIDATED
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 20241
Revenue from Operations	6345.13	3219.93	7,630.22	-
Other Income	10.08	19.62	10.08	-
Total Revenue	6355.21	3239.55	7,640.30	-
Cost of Material consumed	-	-	-	-
Purchase of services	3584.62	1243.24	4,200.47	-
(Increase)/decrease in the inventories of work in progress & finished goods	-	-	-	-
Employee Benefit Expenses	1280.90	1220.95	1,647.86	-
Finance Cost	13.23	3.44	13.30	-
Depreciation and Amortization Expenses	101.99	23.96	1 13.32	-
Other Expenses	569.10	238.44	628.57	-
Total Expenses	5549.84	2730.03	6,603.52	-
Profit/ Loss Before Tax	805.37	509.52	1,036.78	-
Exceptional Items	-	(0.28)	-	-
Tax Expense
Current Tax	202.37	131.71	2 42.13	-
Current tax for earlier year	3.20	3.41	3.20	-
Deferred tax	3.93	(0.77)	0.79	-
Profit for the Year	595.87	375.45	790.66	-

B. CONSOLIDATED:

The Company recorded a consolidated total turnover of Rs. 7,630.22/- Lakhs during the year for the
financial year 2024-25 and the Company has earned a profit after tax of Rs. 7 90.66/- Lakhs.

CHANGE IN NATURE OF BUSINESS_

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

DIVIDEND_

The Board of Directors has not recommended any dividend for the financial year ended on 31^st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND_

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for
a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to
be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.
The provisions of above section are not applicable to the Company since no dividend was lying in unpaid
dividend account.

TRANSFER TO RESERVE_

During the year under review, the company has transferred INR 595.87/- Lakhs into the Reserve of the
Company as on 31st March 2025.

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
which occurred between the end of the financial year of the Company to which the financial statements relate
and the date of this report.

INITIAL PUBLIC OFFER AND LISTING INFORMATION_

The Shares of the Company were listed on the SME Board of National Stock Exchange of India Limited,
under the Emerge platform, on July 02, 2024. The Company has paid the annual listing fee for the financial
year 2024-2025. The Equity Shares of the Company are in dematerialized form and has the electronic
connectivity under ISIN No. INE0PMR01017.

STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS
32 (1), (2) AND (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015_

During the year under review, the Company came up with an Initial Public Offer (IPO) and allot 30,01,600
Equity Shares of Rs. 10/- each at an issue price of Rs. 77/- per Equity Share, including a premium of Rs. 66/-
per Equity Share, aggregating to Rs. 2311.23 Lakhs/-, and successfully raised the said amount.

Pursuant to Regulation 32 (1), (2) and (3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Statement of Deviation and Variation for the quarter ended September 30, 2024 and
half yearly ended March 31, 2025 was reviewed by the Audit Committee and the Board Meeting and has
already been filed to the Stock Exchange.

Details of Utilization of IPO Proceeds as of March 31, 2025:

S. No.	Object of the Issue	Amount allotted for the object	Amount utilized till September 30,2024	Amount utilized from October 01, 2024 till March 31, 2025	Amount Un-utilized till March 31, 2025
1	Implementation of ERP Solution and TeleCRM	170.00	60.00	40.00	70.00
2	Mobile Application for financial product solution	280.00	44.00	110.01	125.99
3	Enhancing visibility and awareness of the company’s brands	200.00		200.00
4	General Corporate Purpose	336.87	200.97	135.90	-
5	Public issue expenses	185.56	185.56	-	-
6	Working capital requirement	1138.80	1138.80	-	-
Total		2311.23	1629.33	485.91	195.99

Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised	Amount of Deviation/V ariation for the quarter according to applicable object	Remark
Working capital, and other general corporate purposes	NA	INR 2,311.23 Lakhs	NIL	INR 2115.24 Lakhs	NIL	NA

SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES_

As defined under the Companies Act, 2013, the Company has 3 subsidiaries as of March 31, 2025.

A. COMPANIES THAT HAVE BECOME SUBSIDIARIES:

> AKIKO GLOBAL COMMERCIAL BROKER LLC: During the year under review, the Company
acquired a 70% shareholding in Akiko Global Commercial Broker LLC. As the acquired entity is engaged
in the business of DSA of Banks in UAE for Credit Cards, which aligns with the Company''s existing line
of business, this strategic acquisition is expected to contribute to the Company''s growth and expansion
within the sector. Consequent to this acquisition, Akiko Global Commercial Broker LLC has become a
subsidiary of the Company.

> M11 INSURANCE AGENTS PRIVATE LIMITED: During the year under review, the Company
acquired a 75% shareholding in M11 Insurance Agents Private Limited. The acquired entity is engaged
in the business of Direct Sales Agent (DSA) services for loans and insurance products. This strategic
acquisition is aimed at consolidating the Company’s position in the market, contributing to revenue
growth and profitability, and enabling diversification into both secured and unsecured loan segments. As
a result of the acquisition, M11 Insurance Agents Private Limited has become a subsidiary of the
Company.

> WHITE LOTUS BROKER NETWORK PRIVATE LIMITED: The Company has entered into a
share purchase agreement (“SPA”) and shareholders agreement (“SHA”) with the existing promoters and
shareholders of White Lotus Broker Network Private Limited ("Target Company") to acquire 51% of the
equity share capital of the Target Company. The Target Company is engaged in the business of Financial
consultants and to help/assist in obtaining loans from various banks and other lending institutions etc. The
said acquisition is subject to the fulfilment of various terms and conditions as specified in the SPA and
the SHA. Consequent to this acquisition, White Lotus Broker Network Private Limited has become a
subsidiary of the Company.

Apart from the above, there is no other Subsidiary / Joint-venture/Associate of the Company.

B. CONSOLIDATED FINANCIAL STATEMENT:

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section
129(3) of the Act read with the applicable Accounting Standards and Listing Regulations. The Audited
Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its
subsidiaries are included in this Annual Report.

Further, a statement containing the salient features of the financial statements of subsidiaries pursuant to sub¬
section 3 of Section 129 of the Companies Act, 2013 (''the Act'') in the prescribed form AOC-1 is appended
to this Board Report as Annexure - I.

In accordance with Section 136 of the Act, the audited financial statements including the consolidated
financial statements and related information of the Company and audited accounts of the subsidiaries are
available on the website of the Company viz. www.themoneyfair.com.

SHARE CAPITAL STRUCTURE OF THE COMPANY_

A. AUTHORIZED CAPITAL AND CHANGES THEREON IF ANY:

During the year under review, the Company has increased its Authorized Share Capital from Rs.

11.00. 00.000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crores Ten Lakhs only) equity
shares of Rs. 10/- (Rupees Ten Only) each to Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into

1.20.00. 000 (One Crores Twenty Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) in its Extra¬
Ordinary General Meeting held on February 26, 2025.

B. PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up capital is Rs. 10,76,96,000/- (Rupees Ten Crore Seventy-Six Lakh
Ninety-Six Thousand only) divided into 1,07,69,600 (One Crore Seven Lakh Sixty-Nine Thousand Six
Hundred) equity shares of Rs. 10/- (Rupees Ten only) each.

During the year under review, the Company had issued Shares by way of following Allotments:

S. No.	Type of Issue	Date of allotment	No. of Shares Issued	Total Amount at face value (in Rs.)
1.	Initial Public Offer	June 28, 2024	30,01,600	3,00,16,000

The Issued, Subscribed and Paid-up capital of the Company has been increased from Rs. 7,76,80,000/- to Rs.
10,76,96,000/-.

WARRANTS

The Company has issued 2,00,000 fully convertible warrants at a price of INR 87.02 per warrant pursuant to
a duly convened Extraordinary General Meeting (EGM) held on 26th February, 2025, subject to receipt of
the full consideration for the said warrants.

Subsequently, the Company received 25% of the warrant subscription amount on 1st April, 2025, and in the
Board Meeting held on the same day, the Board approved the allotment of the said warrants. The warrants
shall be converted into equity shares upon receipt of the balance consideration in accordance with applicable
laws.

Employee Stock Option Plan

During the year, the Company has established a trust named “Akiko Employee Stock Option Trust” for the
purpose of implementing the Akiko Employee Stock Option Plan 2025 (“Akiko ESOP 2025”). The scheme
was initially placed for shareholders’ approval on February 26, 2025. However, based on the
recommendations received from the National Stock Exchange of India Limited (NSE), certain modifications
have been made to the scheme. The revised scheme will be placed before the shareholders for their approval
at the upcoming Annual General Meeting.

Upon receipt of necessary approvals from NSE and the shareholders, the scheme will be implemented in
accordance with the provisions of Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share
Capital and Debentures) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section
73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, and
as such, no amount on account of principal or interest on deposits from public was outstanding as on the date
of the balance sheet for the F.Y. 2024-25.

PARTICULARS OF RELATED PARTY TRANSACTION_

All related party transactions that were entered into during the financial year were on an arm’s length basis
and were in the ordinary course of business. There are no materially significant related party transactions
made by the company with related parties which may have potential conflict with the interest of the company
at large. Your directors draw your attention to notes to the financial statements for detailed related parties’
transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members
/ Shareholders has been obtained for such transactions. However, as part of good corporate governance, all
related party transactions covered under Section 188 of the Act are approved by the Audit committee

The FORM AOC- 2 is attached as Annexure - II with this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL_

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act,
2013. As of the date of the report, your company has the following Directors on its Board:

S.No.	Name of the Directors	Designation	DIN/PAN	Date of Appointment	Date of Cessation
1.	Ms. Priyanka Dutta	Managing Director	08475220	08/06/2019	NA
2.	Mr. Gurjeet Singh Walia	Executive Director	07967563	01/05/2020	NA
3.	Ms. Richa Arora	Executive Director	08607677	11/11/2019	NA
4.	Mr. Tarun Gahlot	Non- Executive Independent Director	10722326	22/08/2024	NA

5.	Mr. Jagjit Singh	Non- Executive Independent Director	10163644	05/06/2023	NA
6.	Mr. Naveen Gupta	Non- Executive Director	07651435	29/01/2025	NA
7.	Ms. Richa Arora	Chief Financial Officer	BKMPR9473F	05/06/2023	NA
8.	Mr. Sachin	Company Secretary	IRYPK3987H	20/12/2024	NA

Following changes took place in the Board of Directors and Key Managerial Persons before the date of this
report.

• Ms. Achal Kapoor resigned as a Non-Executive Independent Director from the Board of the
Company w.e.f. August 20, 2024.

• Mr. Tarun Gahlot was appointed as an Additional Director (Non- Executive Independent Director)
w.e.f. August 22, 2024 and was subsequently regularized as an Independent Director at the Annual
General Meeting held on December 30, 2024.

• Ms. Pooja Roy resigned from the position of Company Secretary and Compliance Officer of the
Company w.e.f. September 26, 2024.

• Mr. Sachin was appointed as the Company Secretary and Compliance Officer of the Company w.e.f.
December 20, 2024.

• Mr. Naveen Gupta was appointed as an Additional Director w.e.f. January 29, 2025 and was
subsequently regularized as Non-Executive Director at the Extra-Ordinary General Meeting held on
February 26, 2025.

• Mr. Puneet Mehta resigned as a Non-Executive Independent Director from the Board of the Company
w.e.f. April 28, 2025.

NUMBER OF MEETINGS OF THE BOARD_

During the year under review, a total of 17 (Seventeen) meetings of the Board of Directors were convened
and held in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, and in
compliance with Secretarial Standard - 1 issued by the Institute of Company Secretaries of India (ICSI), on
the dates mentioned below:

• April 29, 2024 • September 18, 2024

• June 12, 2024 • September 26, 2024

• June 28, 2024 • November 14, 2024

• June 28, 2024 • December 03, 2024

• July 09, 2024 • December 06, 2024

• July 22, 2024 • December 20, 2024

• July 27, 2024 • January 29, 2025

• August 16, 2024 • March 20, 2025

• August 22, 2024

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and
Secretarial Standard issued by the ICSI.

S. No. Name of Director Designation No. of No. of No. of

Board Meetings Meeting

Meeting attended in

eligible to which

____attend___absent

1 Ms. Priyanka Dutta Managing Director 17 17 0

2 Mr. Gurjeet Singh Walia Executive Director 17 17 0_

3 Ms. Richa Arora Executive Director 17 17 0_

4 Mr. Puneet Mehta_ Non-Executive Director 17 17 0_

5 Mr. Achal Kapoor Non-executive Independent 08 08 0

Director

6 Mr. Jagjit Singh Non-executive Independent 17 17 0

Director

7 Mr. Tarun Gahlot Non-executive Independent 08 08 0

Director

8_ Mr. Naveen Gupta Non-Executive Director 01 01 0_

COMMITTEE(S) AND THEIR MEETINGS THEREOF_

At present, the Board has following Three (3) Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

The Composition of these Committees and relative compliances are in line with the applicable provisions of
the Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed from
time to time. Meetings of each of these Committees are convened by the respective Chairperson of the
Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible
for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board
for review from time to time. The Minutes of the Committee Meetings are sent to all members of the
Committee individually and are placed before the Board for review from time to time.

A. AUDIT COMMITTEE:

The Audit Committee of the Board is responsible for oversight of the Company’s financial reporting process
and the disclosure of its financial information to ensure that the financial statements are correct, adequate
and credible; and for reviewing the annual financial statements before submission to the Board. The
Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the year under review, four (4) meetings of the Audit Committee were convened and held on the
dates mentioned below:

• September 18, 2024

• November 14, 2024

• January 29, 2025

• March 20, 2025

The maximum interval between any two meetings did not exceed 120 days.

The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:

Name of the Director	Category	No. of Meeting eligible to Attend	No. of Meeting Attended
Mr. Jagjit Singh	Chairman (Non-Executive Independent Director)	04	04
Ms. Achal Kapoor*	Member (Non-Executive Independent Director)	-	-
Mr. Tarun Gahlot**	Member (Non-Executive Independent Director)	04	04
Mr. Puneet Mehta***	Member ((Non-Executive Independent Director)	04	04
Mr. Naveen Gupta****	Member (Non-Executive Director)	-	-

*Ms. Achal Kapoor resigned from the Company w.e.f. 20.08.2024 and ceased to be the member of the
Committee.

**Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 and
become the member of the Committee.

*** Mr. Puneet Mehta resigned from the Company w.e.f. 28.04.2025 and ceased to be a member of the
Committee.

**** Mr. Naveen Gupta appointed as Non- Executive Director w.e.f. 28.04.2025 and become the member of
the Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and
Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management
and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review, three (3) meetings of the Audit Committee were convened and held on the
dates mentioned below:

• August 22, 2024

• December 20, 2024

• January 29, 2025

The detail of the composition of the Nomination and Remuneration Committee along with their meetings
held/attended is as follows:

Name of the Director	Category	No. of Meeting eligible to Attend	No. of Meeting Attended
Mr. Jagjit Singh	Chairman (Non-Executive Independent Director)	03	03
Ms. Achal Kapoor*	Member (Non-Executive Independent Director)	-	-
Mr. Tarun Gahlot**	Member (Non-Executive Independent Director)	02	02

Mr. Puneet Mehta***	Member ((Non-Executive Independent Director)	03	03
Mr. Naveen Gupta2	Member (Non-Executive Director)	-	-

*Ms. Achal Kapoor resigned from the Company w.e.f. 20.08.2024 and ceased to be the member of the
Committee.

**Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 and
become the member of the Committee.

*** Mr. Puneet Mehta resigned from the Company w.e.f. 28.04.2025 and ceased to be a member of the
Committee.

**** Mr. Naveen Gupta appointed as Non- Executive Director w.e.f. 28.04.2025 and become the member of
the Committee.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted Stakeholder Relationship
Committee to look into the redressal of complaints of investors such as transfer or credit of shares, non¬
receipt of dividend/notices/annual reports, etc.

During the year under review, One (1) meeting of the Stakeholder Relationship Committee was convened
and held on March 20, 2025.

The detail of the composition of the Stakeholders Relationship Committee along with their meetings
held/attended is as follows:

Name of the Director	Category	No. of Meeting eligible to Attend	No. of Meeting Attended
Mr. Jagjit Singh	Chairman (Non-Executive Independent Director)	01	01
Ms. Achal Kapoor*	Member (Non-Executive Independent Director)	-	-
Mr. Tarun Gahlot**	Member (Non-Executive Independent Director)	01	01
Mr. Puneet Mehta***	Member ((Non-Executive Independent Director)	01	01
Mr. Naveen Gupta2	Member (Non-Executive Director)	-	-

*Ms. Achal Kapoor resigned from the Company w.e.f. 20.08.2024 and ceased to be the member of the
Committee.

**Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 and
become the member of the Committee.

*** Mr. Puneet Mehta resigned from the Company w.e.f. 28.04.2025 and ceased to be a member of the
Committee.

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, every listed company is
required to establish a Vigil Mechanism (similar to a Whistle Blower mechanism) for Directors and
employees to report genuine concerns.

The Company has in place a duly formulated Vigil Mechanism / Whistle Blower Policy, which demonstrates
its commitment to providing adequate safeguards against victimization of individuals who raise such
concerns. The Policy also ensures direct access to the Chairman of the Audit Committee in appropriate or
exceptional cases.

The Board of Directors affirms that no employee has been denied access to the Audit Committee during the
year under review. Further, no complaints were received or are pending under the Vigil Mechanism during
the said period.

The details of the Vigil Mechanism / Whistle Blower Policy are available on the Company’s website.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION_

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and
ascertaining the integrity, qualification, expertise, and experience of the person for appointment as Director,
KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section
178 of the Companies Act, 2013. The Policy interalia provides that a person should possess adequate
qualification, expertise, and experience for the position he / she is considered for appointment. The
Committee has discretion to decide whether qualification, expertise and experience possessed by a person is
sufficient / satisfactory for the concerned position.

Extract of the policy are available on the Company’s website www.themoneyfair.com.

CORPORATE SOCIAL RESPONSIBILITY_

During the year under review, the provisions of Section 135 of the Companies Act, 2013, became applicable
to the Company, as its net profit exceeded Rs. 5 crores as on March 31, 2024.

In accordance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility) Rules, 2014, as amended by the CSR Amendment Rules, 2021, your Company is exempt
from constituting a CSR Committee since the CSR expenditure obligation for the relevant year does not
exceed Rs. 50 lakhs. Therefore, the Board will carry out the required functions itself, and your Company is
not required to form a CSR Committee.

Further, the Company has not spent an amount of Rs. 4,97,119 pertaining to the CSR obligation from the
previous financial year (2023-24). However, the said amount, along with the CSR obligation for the financial
year 2024-25 amounting to Rs. 8,16,020, has been fully spent by the Company on eligible CSR activities
before March 31, 2025.

The details of CSR Projects undertaken through our CSR activities are given in “Annexure III” as
prescribed.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013_

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has
adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has 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 which redresses complaints received on sexual
harassment.

During the year under review, the details of complaints pertaining to sexual harassment received are as
follows:

No. of complaints of sexual harassment received in the year__Nil_

No. of complaints disposed off during the year__Nil_

No. of cases pending for more than ninety year__Nil_

RISK MANAGEMENT_

The Board had developed and implemented an appropriate Risk Management Policy for identifying the
element of risk which, in the opinion of the Board may threaten the existence of the Company and
safeguarding the Company against those risks.

AUDITORS_

A. STATUTORY AUDITORS:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory
Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on
September 30, 2023. Their tenure is effective from April 1, 2023, to March 31, 2028, at a remuneration plus
applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in
their Report.

B. COST AUDITORS:

The Company is not engaged in the production of good/services as specified under Section 148 of the
Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014. Hence, the maintenance
of cost accounts and requirement of cost audit is not applicable.

C. INTERNAL AUDITORS:

The provisions of Section 138(1) of the Companies Act, 2013 have become applicable to the Company.
Consequently, the Company appointed M/s Raman R Arora & Associates as the Internal Auditor for a term
of three years, covering the financial years 2024-25 to 2026-27, at the Board Meeting held on March 20,
2025.

D. SECRETARIAL AUDITORS:

The provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, have become applicable to Company.
Consequently, the Company appointed M/s Amit Saxena & Associates as the Secretarial Auditor of the
Company for the Financial Year 2024-25, at the Board Meeting held on March 20, 2025.

The Secretarial Auditors’ Report for the financial year ended 31st March 2025, does not contain any
qualification, reservation, or adverse remark.

The Secretarial Auditors’ Report for the financial year ended 31st March 2025, is enclosed to the Board’s
report, which forms part of this Integrated Annual Report.

ADEQUANCY OF INTERNAL CONTROL SYSTEM_

According to Section 134(5)(e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)”
means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of
its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation
of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial
Control system which ensures that all the assets are safeguarded and protected and that the transactions are
authorized, recorded and reported correctly. To further strengthen the internal control process, the Company
has developed the very comprehensive compliance management tool to drill down the responsibility of the
compliance from top management to executive level.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR_

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the
Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in the
Board’s Report.

DECLARATION OF INDEPENDENCE OF DIRECTORS_

The Independent Directors of the Company have submitted the declaration of Independence as required under
Section 149(7) of the Companies Act 2013, confirming that they meet the criteria of independence under
Section 149(6) of the said 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, commission, if any and reimbursement of expenses
incurred for the purpose of attending the meetings of the Board or Committees of the Company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent
Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria
of independence and they are independent from the management of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and the
Company has noted that the names of all Independent Directors have been included in the data bank
maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent
Directors of the Company have registered themselves with IICA for the said purpose.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise
and proficiency required under all applicable laws.

SEPARATE MEETING OF INDEPENDENT DIRECTORS_

The Company’s Independent Directors meet at least once in every financial year without the presence of
Executive Directors or management personnel to review the performance of non-independent Directors and
the Board as a whole, to review the performance of the Chairperson of the company, taking into account the
views of executive Directors and non-executive Directors and to assess the quality, quantity and timeliness
of flow of information between the company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on March 20, 2025 for the
Financial Year 2024-25 at the office of the Company at 11th Floor, Off. No. 8/4-D, Vishwadeep Building,
District Centre Janak Puri, West Delhi, New Delhi, Delhi, India, 110058.

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm
that:

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures;

(b) 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 the same period;

(c) the directors have 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) they have prepared the Annual Accounts on a going concern basis;

(e) they have laid down internal financial controls in the Company that are adequate and were operating
effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws
and these are adequate and are operating effectively.

ANNUAL EVALUATION OF BOARD PERFORMANCE_

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of
Directors has carried out an annual evaluation of its own performance, Board Committees and individual
Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such
as structure, composition, experience, performance of specific duties and obligations, quality of decision
making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance,
participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination
Committee and Audit Committee and also discussed various initiatives to further improve the Board
effectiveness.

In a separate meeting of Independent Directors performance of non-independent Directors, performance of
the Board as a whole and performance of the Chairman was evaluated.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:_

The particulars of loans given, guarantees given, investments made and security provided under Section 186
of the Companies Act, 2013, if any, have been disclosed in the financial statements, which also form part of
this report.

CREDIT RATING_

The company has not obtained any rating from any Credit Rating Agency during the year.

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with
Rule 8(3) of Companies (Accounts) Rules, 2014, are annexed herewith at Annexure IV.

CODE OF CONDUCT AND ETHIC

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key
Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct
is a must for every employee, including Board members and senior management personnel of the Company.
The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The
Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept
and provide appropriate professional views, and be upright in his conduct and observe corporate discipline.
The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013
also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board
members and senior management personnel affirm compliance with the Code of Conduct annually and The
Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI
(Listing Obligations and Disclosure Requirements.

COMPLAINCE WITH SECRETARIAL STANDARDS_

The Company has complied with applicable provisions of the Secretarial Standards related with issued by
the Institute of Company Secretaries of India and approved by the Government of India under Section
118(10) of the Companies Act, 2013.

FAMILIARISATION PROGRAMMES_

The Company familiarises its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarisation programme. The Company also conducts orientation programme upon
induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

REMUNERATION OF DIRECTORS_

The Company has paid Remuneration to Managing Director of the Company in pursuant to applicable
provisions of the Companies Act 2013 and Rules made thereunder.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES_

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawn
remuneration in excess of the limit’s set out in the said rules. (Annexure V)

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT_

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and
Analysis of the Company for the year under review is presented in a separate section forming the part of the
Annual Report is attached here with as Annexure VI.

CORPORATE GOVERNANCE REPORT_

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17
to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule

V, is not applicable to listed entities that have their specified securities listed on the SME Exchange.
Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply
to the Company for the financial year 2024-25.

Since the Company’s securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and
clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence
Report on the Corporate Governance does not form part of this Board’s Report.

ANNUAL RETURN_

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014, the annual return as on 31^st March 2025 will be
available on the website of the Company i.e., at www.themoneyfair.com.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS_

There were no significant and material order passed by the regulators or Courts or Tribunal''s impacting the
going concern status of your Company and its operation in future.

MATERNITY BENEFIT_

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016_

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no
requirement to give details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.

DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

During the year under review, the Company has not made any settlements with banks or financial institutions.
As a result, no valuations were necessary.

ACKNOWLEDGEMENT_

Your directors place on records their deep appreciation and thanks the Company’s shareholders, employees,
customers, vendors, investors and members for their consistent support and encouragement of the Company.
The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-
edge of the industry. Your directors would also like to acknowledge and thanks the Government of India and
concerned government departments / agencies for their co-operation.

Date: 07-08-2025 For & on behalf of

Place: Delhi AKIKO GLOBAL SERVICES LIMITED

Sd/- Sd/-

Priyanka Dutta Richa Arora

Managing Director Director

DIN: 08475220 DIN: 08607677

1

As on March 31, 2024, there was no Subsidiary Company to the Akiko Global Services Limited.

REVIEW OF OPERATIONS & STATEMENT OF COMPANY’S AFFAIRS_

A. STANDALONE:

The Company recorded a standalone total turnover of Rs. 6345.13/- Lakhs during the year as against Rs.
3219.93/- Lakhs in the previous year and the Company has earned a profit after tax of Rs. 595.87/- Lakhs
as compared to the profit after tax of Rs. 375.45/- Lakhs in the previous financial year. The management of
the Company is putting their best efforts to improve the performance of the Company.

2

Mr. Naveen Gupta appointed as Non- Executive Director w.e.f. 28.04.2025 and become the member of
the Committee

---

Mar 31, 2024

Your directors have pleasure in presenting you the 6^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024.

FINANCIAL PERFORMANCE: -

The Company’s financial performance the following are the financial results of the Company for the year ended 31^st March, 2024.

STANDALONE:

(Rs. In Lakhs)
P A R T I C U L A R S	2023-24	2022-23
	AMOUNT	AMOUNT
Revenue from Operations	3219.93	3958.11
Other Income	19.62	0.86
Total Revenue	3239.55	3958.97
Cost of Material consumed	-	-
Purchase of services	1243.24	1466.05
(Increase)/decrease in the inventories of work in progress & finished goods	-	-
Employee Benefit Expenses	1220.95	1561.25
Finance Cost	3.44	3.40
Depreciation and Amortization Expenses	23.96	19.24
Other Expenses	238.44	299.25
Total Expenses	2730.03	3349.19
Profit/ Loss Before Tax	509.52	609.78
Exceptional Items	(0.28)	-
Tax Expense
Current Tax	131.71	160.42
Current tax for earlier year	3.41	-
Deferred tax	(0.77)	93.89)
Profit for the Year	375.45	453.26

REVIEW OF OPERATIONS & STATEMENT OF COMPANY’S AFFAIRS: -

The Company recorded a standalone total turnover of Rs. 3219.93/- Lakhs during the year as against Rs. 3958.11 /- Lakhs in the previous year and the Company has earned a profit after tax of Rs. 375.45/-Lakhs as compared to the profit after tax of Rs. 453.26/- Lakhs in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on 31^st March, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

TRANSFER TO RESERVE

During the current year, the company has transferred INR 104.12/- Lakhs into the General Reserve of the Company as on 31st March 2024

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 which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

CHANGE IN STATUS OF THE COMPANY

On 02^nd of July, 2024 the shares of the Company got listed on the SME Board of National Stock Exchange of India Limited, under the Emerge platform.

CAPITAL EXPENDITURE PROGRAMME

During the year under review the Company had spent 59.07 on the Capital Expenditure. The details of the same can be referred to in the Audited financial statements attached herewith.

SHARE CAPITAL

During the year under review, Authorized Share Capital of the Company has been increased from Rs. 10,00,000 to Rs. 11,00,00,000 divided in 1,10,00,000 equity shares of Rs. 10 each. And Paid up Capital has been increased from Rs. 4,00,000 to Rs. 7,76,80,000 divided in 77,68,000 equity shares of face value of Rs. 10 each

LISTING INFORMATION

After the closure of the financial year 2023-24, Company listed their Equity shares on NSE EMERGE Platform of National Stock Exchange

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE0PMR01017.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform).

During the year total 17 (Seventeen) Meetings of the Board was held for below mentioned date:

• 17^th April, 2023

• 06^th May, 2023

• 05^th June, 2023

• 19^th June, 2023

• 01^st July, 2023

• 03^rd July, 2023

• 15^th July, 2023

• 17^th July, 2023

• 25^th July, 2023

• 08^th August, 2023

• 05^th September, 2023

• 25^th September, 2023

• 12^th October, 2023

• 01^st November, 2023

• 29^th December, 2023

• 30^th December, 2023

• 15^th January, 2024

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

S. No.	Name of Director	Designation	No. of Board Meeting eligible to attend	No. of Meetings attended	No. of Meeting in which absent
1	Ms. Priyanka Dutta	Managing Director	17	17	0
2	Mr. Gurjeet Singh Walia	Executive Director	17	17	0
3	Ms. Richa Arora	Executive Director	17	17	0
4	Mr. Puneet Mehta	Non-Executive Director	17	17	0
5	Mr. Achal Kapoor	Non-executive Independent Director	15	15	0
6	Mr. Jagjit Singh	Non-executive Independent Director	15	15	0
7	Mr. Tarun Gahlot	Non-executive Independent Director	-	-	-

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on Friday, 29th December, 2023 at the office of the Company at 11th Floor, Off.No. 8/4-D, Vishwadeep Building , District Centre Janak Puri, West Delhi, New Delhi, Delhi, India, 110058

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) 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 the same period;

(c) the directors have 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) they have prepared the Annual Accounts on a going concern basis;

(e) they have laid down internal financial controls in the Company that are adequate and were operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

DECLARATION OF INDEPENDENCE OF DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under section 149(7) of the Act, confirming that they meet the criteria of independence under section 149(6).

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, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2023-24.

Currently, the Board has four committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholder Remuneration Committee.

• Independent Director Committee

AUDIT COMMITTEE

The Audit Committee of the Board is responsible for oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the Financial Year under review 01 (One) meetings of the Audit Committee were convened and held. The dates on which the said meetings were held:

• 15^th January, 2024

The maximum interval between any two meetings did not exceed 120 days.

Name of the Director	Category	Audit Committee Meeting Attended (Number of Meetings: 1)	Audit Committee Meeting Attended
Mr. Jagjit Singh	Chairman (NonExecutive Independent Director)	01	01
*Ms. Achal Kapoor	Member (Non-Executive Independent Director)	01	01
Mr. Puneet Mehta	Member	01	01
**Mr. Tarun Gahlot	Member (Non-Executive Independent Director)	-	-

• *Ms. Achal Kapoor resigned from the Company w.e.f 20.08.2024 and ceased from the member of the Committee.

• **Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 and become the member of the Committee

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review One (1) meeting of the Nomination and Remuneration Committee were held on 15^th January, 2014.

The Nomination and Remuneration Committee consist with the following members:

Name of the Director	Category	N&R Committee Attended (Number of Meetings:1)
Mr. Jagjit Singh	Chairman (Non-Executive Independent Director)	1
Ms. Achal Kapoor	Member (Non-Executive Independent Director)	1
Mr. Puneet Mehta	Member	1
Mr. Tarun Gahlot	Member (Non-Executive Independent Director)	-

• *Ms. Achal Kapoor resigned from the Company w.e.f 20.08.2024 and ceased from the member of the Committee.

• **Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 and become the member of the Committee

REMUNERATION OF DIRECTORS

The Company has paid Remuneration to Managing Director of the Company in pursuant to applicable provisions of the Companies Act 2013 and Rules made thereunder.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board. The policy is uploaded in the website of the Company.

CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

a. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments, wherever required, have been disclosed in the financial statements, which also form part of this report.

PARTICULARS OF RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties’ transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee

The FORM AOC- 2 is attached as Annexure - I with this report.

CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at (Annexure II).

RISK MANAGEMENT

During the year, The Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as the provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on the Company.

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S.No.	Name of the Directors	Designation	DIN NO.	Date of Appointment	Date of Resignation
1	Ms. Priyanka Dutta	Managing Director	08475220	08/06/2019	NA
2	Ms. Gurjeet Singh Walia	Executive Director	07967563	01/05/2020	NA
3	Ms. Richa Arora	CFO and NonExecutive Director	08367880	10/09/2022	NA
4	Mr. Puneet Mehta	Non- Executive Independent Director	06369085	29/11/2022	NA
5.	Ms. Tarun Gahlot	Non- Executive Independent Director	10722326	29/11/2022	NA
6.	Mr. Jagjit Singh	Non- Executive Independent Director	10163644	05/06/2023	NA

Following changes took place in the Board of Directors and Key Managerial Persons before the date of this report.

• Ms. Pooja Roy was appointed as Company Secretary and compliance Officer of the company w.e.f 29.12.2023 and resigned w.e.f. 26-09-2024

• Mr. Jagjit Singh appointed as Non- Executive Independent Director w.e.f. 05.06.2023

• Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024

• Ms. Achal Kapoor resigned from the Board of Director of the Company w.e.f 20.08.2024 18. DETAILS OF KEY MANAGERIAL PERSONNEL

Managing Director:

There is no change among Managing Director of the Company.

Chief Financial Officer:

Ms. Richa Arora is Chief Financial Officer of the Company.

Company Secretary:

Ms. Pooja Roy has been appointed as Company Secretary & Compliance Officer of the Company on 29^th December, 2023 and resigned w.e.f. 26-09-2024

BOARD EVALUATION

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES

During the year under review, Company has no Subsidiary Companies/Joint Venture or Associate Companies.

AUDITORS

STATUTORY AUDITORS

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), was appointed as Statutory Auditors of the Company for a term of 5 (Five) consecutive years from the conclusion of 5thAnnual General Meeting till the conclusion of 10th^th Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses as may be decided by the Board of Directors from time to time.

SECRETARIAL AUDITOR

Since provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to Company as on 31^st March, 2024. Secretarial Auditor Report is not required

COST AUDITOR

The company is not engaged in the production of good/services as specified under section 148 of the Companies Act, 2013. Hence, the maintenance of cost accounts and requirement of cost audit is not applicable to your company.

REPORTING OF FRAUD

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s Report.

COMPLAINCE WITH SECRETARIAL STANDARDS

The Company has complied with applicable provisions of the Secretarial Standards related with issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decisionmaking in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawn remuneration in excess of the limit’s set out in the said rules. (Annexure-III)

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of Report.

However, on 02^nd of July, 2024 the shares of the Company got listed on the SME Board of National Stock Exchange of India Limited, under the Emerge platform.

INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. To further strengthen the internal control process, the Company

has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT.2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on 31st March 2024 will be available on the website of the Company i.e., at www.themoneyfair.com

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There are no significant and material order passed by the regulators or Courts or Tribunal''s impacting the going concern status of your Company and its operation in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation and thanks the Company’s shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your Directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.