Directors Report of Delphi World Money Ltd.

Mar 31, 2025

Your Directors are pleased to present the 40^th Annual Report along with Audited Financial Statements of the Company for the year ended 31^st 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 Company''s 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

of 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 31^st 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 Companyâs website at https://www.indiaforexonline. com/invester-pdf/DelphiPolicies/POLICY%20FOR%20 DETERMINING%20MATERIAI.%20SIJBSIDIARIES.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 arm''s 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 29^th 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 Company''s 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 Companyâs 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. 12^th 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. 9^th 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. 12^th 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. 12^th 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. 19^th 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. 8^th 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. 8^thJanuary, 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. 28^th 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. 7^th 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. 9^th 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. 25^th 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. 23^rd 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. 13^rd 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. 9^th 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. 10^th 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 Board''s 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 Company''s code of conduct. Independent Directors have also confirmed that they have registered their names in the independent directorsâ 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 Directorsâ 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 31^st 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 31^st 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 Board''s 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. COMPANY''S 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 directorsâ 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 Company''s 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 Company''s 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 Company''s 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 31^stMarch 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

outgo are as follows:		(INR in Million)
Particulars	Year Ended March	Year Ended March
Particulars	31, 2025	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 FUNDTransfer 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 35^th Annual General Meeting until the conclusion of 40^th 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 29^th 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 [email protected].

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 28^th May, 2024, 14^th August, 2024, 14^th November, 2024 and 6^th 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 31^st 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 18^th 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 31^st 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 31^st March 2025, the Committee met 4 (four) times on 28^th May, 2024, 14^th August, 2024, 14^thNovember, 2024 and 6^th 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 31^st 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 31^st March, 2025, the Committee met 1 (one) time on 28^th May, 2024. For further details, please refer Report on Corporate Governance attached to this

Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprised of

1 Independent Director, 1 Executive Director and 1 NonExecutive Director as on 31^st 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 31^st March, 2025, the Committee met 10 (Ten) times on 3^rd May, 2024, 27^th June, 2024, 28^th June,

2024, 26^th July, 2024, 23^rd August, 2024, 30^th August, 2024, 27^th September, 2024, 4^th October, 2024, 1^st January, 2025 and 14^th 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 31^st 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 31^st 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 31^st March, 2025, the Committee met

2 (Two) times on 30^th May, 2024 and 2^nd December, 2024.

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

(a) overseeing and approving the Company''s 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 Company''s 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 Company''s 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

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

â¢ There was no revision in the financial statements and Board''s Report.

â¢ There was no change in the nature of business.

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

â¢ 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.

Mar 31, 2024

Your Directors are pleased to present the 39th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March 2024.

1. FINANCIAL RESULTS (INR in Million)

Particulars	2023-24	2022-23
Total Income including exceptional items	28870.10	26,308.80
Profit / (Loss) Before Depreciation	753.57	789.70
Less : Depreciation	8.99	9.08
Profit / (Loss) Before Tax	226.59	214.57
Less : Income Tax	66.43	63.85
Less : Deferred Tax	8.24	0.30
Profit / (Loss) After Tax from Continuing Operations	151.92	150.42
Profit / (Loss) After Tax from Discontinuing Operations	0	0
Profit / (Loss) for the year	151.92	150.42
Other Comprehensive Income Net of Tax	(2.03)	(3.47)
Total Comprehensive Income for the year	149.89	146.95

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, (hereinafter referred to as "the Act") 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 2023-24 is INR 226.59 Million as against the profit of INR 214.57 Million in the previous year. Profit after Tax from Continuing Operations in 2023-24 stood at INR 151.92 Million as against the profit of INR 150.42 Million in the previous year.

Your Company''s total income during the year under review was INR 149.90 Million as compared to INR 146.95 Million in the previous year.

3. RESERVES

During the year under review, no amount was transferred to General Reserve . An amount of INR 2127.73 millions (previous year INR 1975.81 millions) is proposed to be held as Retained Earnings.

4. DIVIDEND

In order to conserve resources of the Company for continuing its business operations and due to COVID-19 pandemic, 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%20DISTRIBiJTION%20POI,ICY.pdf.

5. SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company. The Authorised Share Capital of 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

The Company has no subsidiary Company/ Associate Company/ Joint Venture, accordingly no AOC-1 required. The Company is the 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 Company''s website at https://www.indiaforexonline.com/invester-pdf/ DelphiPolicies/POLICY%20FOR%20DETERMINING%20 MATERIAI.%20SUBSIDIARIES.pdf.

7. DEPOSITS

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 details in respect of internal controls and internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Report.

10. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary

course of business and on an arm''s length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://www. indiaforexonline.com/invester-pdf/DelphiPolicies/POLICY%20 ON%20RELATED%20PARTY%20TRANSACTIQNS.pdf.Your Directors draw attention of the members to Notes to the financial statement, which sets out related party disclosures.

11. CORPORATE GOVERNANCE REPORT

The Company has complied with the requirements of Corporate Governance as stipulated under the Listing Regulations and accordingly, the Corporate Governance Report and the requisite Certificate from SRC & Co., regarding compliance with the conditions of Corporate Governance forms a part of this Report which is attached as Annexure-I.

12. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

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 BBB- (RWN)

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment / Appointment

During the period under review, there was no re-appointment / appointment on the board of the company. However, the Company had reappointed Mr. Deepak Bhan (DIN 08458485) and Mr. Sanjay Malhotra (DIN 08458713) as the Independent Director through Postal Ballot dated 03rd May 2024 for a second term of 5 (five) years with effect from May 22, 2024.

Mr. Vikas Verma (DIN: 03511116), Non-Executive Director, retires by rotation at the upcoming annual general meeting (''AGM") of the Company and being eligible, has offered himself for reappointment as per the provisions of the Act. A resolution seeking approval of the shareholders for his re-appointment forms part of the Notice of the AGM.

Resignation / Cessation

In terms of Section 203 of the Act, the following are the changes in the Key Managerial Personnel of the Company:

1. Mr. Shivam Aggarwal (Company Secretary and Compliance Officer) of the Company has been resigned from the position w.e.f. 10th May, 2024.

2. Mr. Vinay Singh has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 28th May 2024.

Declarations and Confirmation on Independent Director(s)

The Company has received necessary declaration from each independent director under Section 149 of the Act that he and she meet the criteria of independence laid down under the Act and SEBI Listing Regulations;

The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and

The Board has confirmed that the independent directors fulfil the conditions specified in the SEBI Listing Regulations and are independent of the management.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directorsâ 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, 2024, the Indian Accounting Standards (Ind AS) has been followed along with proper explanation relating to material departures;

d. that they had prepared the accounts for the financial year ended 31st March, 2024 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

The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman 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 Boardâs performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman.

17. COMPANY''S 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, 2024 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%20 REMUNERATION%20POLICY.

18. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Companyâs 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 2023-24 was approximately INR 6.23 million and the Company had spent an amount of INR 6.25 million. The Annual Report on CSR activities is annexed as a separate Annexure II.

The Company has constituted CSR committee the details of which are given in Corporate Governance Report and also a CSR policy is formulated which is uploaded on the website of the Company: https://www.indiaforexonline.com/invester-pdf/DelphiPolicies/ CSR%20POLICY.pdf.

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 Companyâs 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 Company''s operations in future.

21. ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31st March 2024 is uploaded on the website of the company at www.indiaforexonline.com.

22. REPORTING OF FRAUDS

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

riMD in IV/Tillinn''i

Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
Foreign Exchange	0	0
Earnings in Foreign Exchange	0	0
Exports of Foreign Currency	0	0
Receipts from Money Transfer	0	0
Expenditure in Foreign Exchange	0	0
Travelling expenses	0	0
Commission payments	14.12	14.48
Import of Foreign Currency	0	0

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

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 Company for 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.

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

a) No. of Complaints filed during the financial year ended 31.03.2024:NIL

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

c) No. of pending Complaints as on 31.03.2024:NIL

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND Transfer of Unclaimed Dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to INR 21,03,345/- pertaining to the financial year 2015-16 lying with the Company for a period of seven years were transferred during the financial year 2023-24, to the Investor Education and Protection Fund established by the Central Government.

Transfer of shares to IEPF:

As required under Section 124 of the Act 2013, 11,820 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 2023-24.

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. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

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

The Board has appointed M/s SRC & Co., Company Secretaries, as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. 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, 2024, states that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except to the extent as mentioned below:

1. Minimum Public Shareholding (MPS) requirements (25%) specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 in the manner as specified by the Board from time to time but subsequent to the open offer made by Acquirer EbixCash World Money Limited under SEBI SAST, the Public shareholding of the Company fell to 10.06% on 28h June, 2019 and was 10.45% as on 31st March, 2023. As per SEBI Circular No.: SEBI/HO/CFD/ CMD1/CIR/P/2021/81 dated 14 May, 2020 read with rule 19A of the Securities Contracts (Regulation) Rules, 1957 the Company had to comply with the MPS requirements of 25% by 31st August, 2020 however the Company failed to comply with MPS within the time limit provided. In the 3rd Quarter Company has complied with the Minimum Public Shareholding (MPS) norms as provided under the Securities Contracts (Regulation) Rules, 1957.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 [email protected].

Disclosures pertaining to remuneration and other details 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 are provided in the Annual Report as Annexure-IV.

29. MAINTAINENCE OF COST RECORDS AND AUDIT

30. DISCLOSURE:

MEETINGS OF THE BOARD

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 9th May 2023, 10th August 2023, 9th November 2023 and 13th February 2024.

The composition of Board of Directors as on 31st March 2024 is in conformity with 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 20th March 2024. For further details, please refer Report on Corporate Governance attached to this Annual Report.

AUDIT COMMITTEE

During the Financial Year, the Audit Committee comprised of 2 Independent Directors and 1 Non-Executive Director as its members. The Chairman of the Committee is an Independent Director. The Members possess adequate knowledge of accounts, audit, finance, etc.

During the year ended 31st March 2024, the Committee met 4 (four) times on 9th May 2023, 10th August 2023, 9th November 2023 and 13th February 2024. For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year, the Nomination and Remuneration Committee comprised of 2 Independent Directors and 1 NonExecutive Director. 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 SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015

During the year ended 31st March 2024 the Committee met 1 (one) time on 15th March 2024. For further details, please refer Report on Corporate Governance attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the Financial Year, the Stakeholders Relationship Committee comprised of 1 Independent Director and 2 Non-Executive Director. The Chairman of the Committee is a Non-Executive Director.

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

During the year ended 31st March, 2024 the Committee met 7 (seven) times on 8th June 2023, 28th July 2023, 11th August 2023, 6th October, 2023, 18th December, 2023, 1st January, 2024 and 20th March 2024. For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year, the Corporate Social Responsibility Committee comprised of 1 Independent Director and 2 NonExecutive Directors.

The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013. During the year ended 31st March 2024 the Committee met once on 15th March 2024.

RISK MANAGEMENT COMMITTEE

As on 31st March 2024, the Risk Management Committee comprised of 1 Independent Director and 2 Non-Executive Directors. The Composition of the Risk Management Committee is in conformity with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March 2024 the Committee met 3 (three) times on 4th April 2023, 1st October 2023 and 25th March 2024.

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 Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companyâs 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 Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms 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 Company''s website at https:// www.indiaforexonline.com/invester-pdf/DelphiPolicies/ WHISTLE%20BLOWER%20POI.ICY.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).

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 cooperation. 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 : NOIDA SATYA BUSHAN KOTRU

DATE : 14.08.2024 CHAIRMAN

Mar 31, 2023

The Directors are pleased to present the 38^th Annual Report along with Audited Financial Statements of the Company for the year ended 31^stMarch 2023.

1. FINANCIAL RESULTS

(INR in Million)
Particulars	2022-23	2021-22
Total Income including exceptional items	26,308.80	15,157.06
Profit / (Loss) Before Depreciation	789.70	607.85
Less : Depreciation	9.08	13.28
Profit / (Loss) Before Tax	214.57	139.63
Less : Income Tax	63.85	58.17
Less : Deferred Tax	0.30	2.24
Profit / (Loss) After Tax from Continuing Operations	150.42	79.21
Profit / (Loss) After Tax from Discontinuing Operations	0	0
Profit / (Loss) for the year	150.42	79.21
Other Comprehensive Income Net of Tax	(3.47)	(0.81)
Total Comprehensive Income for the year	146.95	78.41

2. RESULT OF OPERATIONS AND THE STATE OF AFFAIRS

The Profit before Tax from Continuing Operations for the year 2022-23 is INR 214.57 Million as against the profit of INR 139.63 Million in the previous year. Profit after Tax from Continuing Operations in 2022-23 stood at INR 150.42 Million as against the profit of INR 79.21 in Million in the previous year.

Your Company''s total income during the year under review was INR 26,308.80 Million as compared to INR 15,157.06 Million in the previous year.

3. RESERVES

During the year under review, no amount was transferred to General Reserve during the year under review.

4. DIVIDEND

DelphiPolicies/DIVIDEND%20DISTRIBUTION%20POLICY.pdf.

5. SHARE CAPITAL

6. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company has no subsidiary Company/ Associate Company/ Joint Venture, accordingly no AOC-1 required. The Company is the 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 Company''s website at https://www.indiaforexonline.com/invester-pdf/DelphiPolicies/ POLI CY%20 FO R%20DETE RMINING%20 MATE RIAL%20SUBSI DIARIES.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 as 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 details in respect of internal controls and internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Report.

10. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https:// www.indiaforexonline.com/invester-pdf/DelphiPolicies/ PQLICY%20ON%20RELATED%20PARTY%20TRANSACTIQNS.pdf. Your Directors draw attention of the members to Notes to the financial statement, which sets out related party disclosures.

11. CORPORATE GOVERNANCE REPORT

12. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

13. CREDIT RATING

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

Credit Rating Agency	Facilities	Rating
Care Edge Ratings	Long Term Bank Facilities	CARE BBB ; Stable (Triple B Plus; Outlook: Stable)
Care Edge Ratings	Short Term Bank Facilities	CARE A2 (A Two)

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment / Appointment

During the period under review, the Company had regularised Mr. Hariprasad Meenoth Panichikkil (DIN: 09473253) and Ms. Sheetal Singh (DIN: 09471846) as the Directors through Postal Ballot dated 03^rd May 2022.

Mr. Satya Bushan Kotru (DIN: 01729176), Non-Executive Director, retires by rotation at the upcoming annual general meeting ("AGM") of the Company and being eligible, has offered himself for re-appointment as per the provisions of the Act. A resolution seeking approval of the shareholders for his re-appointment forms part of the Notice of the AGM.

Resignation / Cessation

During the period under review, Mr. Jyoti Kachroo (DIN: 01482473) has resigned from the position of Non Executive Independent Director of the Company w.e.f. 27^th September, 2022.

Your Directors place on record his appreciation for the valuable contribution and support provided by him during his tenure.

Declarations and Confirmation on Independent Director(s)

The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and

The Board has confirmed that the independent directors fulfil the conditions specified in the SEBI Listing Regulations and are independent of the management.

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 31^st March, 2023, the Indian Accounting Standards (Ind AS) has been followed along with proper explanation relating to material departures;

d. that they had prepared the accounts for the financial year ended 31^st March, 2023 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

The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman 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 Board''s performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman.

17. COMPANY''S 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, 2023 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%20REMUNERATION%20POUCY.

18. CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company''s 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 2022-23 was approximately INR 8.80 million and the Company had spent an amount of INR 8.94 million. The Annual Report on CSR activities is annexed as a separate Annexure I.

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 Company''s 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 Company''s operations in future.

21. ANNUAL RETURN

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March 2023 is uploaded on the website of the company at www.indiaforexonline.com.

22. REPORTING OF FRAUDS

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

(INR in Million)
Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
Foreign Exchange	0	0
Earnings in Foreign Exchange	0	0
Exports of Foreign Currency	0	0
Receipts from Money Transfer	59,135.87	61,048.95
Expenditure in Foreign Exchange	0	0
Travelling expenses	0	0
Commission payments	14.48	7.20
Import of Foreign Currency	0	0

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

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

a) No. of Complaints filed during the financial year ended 31.03.2023 : NIL

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

c) No. of pending Complaints as on 31.03.2023 : NIL

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

26. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUNDTransfer of Unclaimed Dividend to IEPF

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to INR 20,97,638/- pertaining to the financial year 2014-15 lying with the Company for a period of seven years were transferred during the financial year 2022-23, to the Investor Education and Protection Fund established by the Central Government.

Transfer of shares to IEPF:

As required under Section 124 of the Act 2013, 20,206 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 202223.

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 35^th Annual General Meeting until the conclusion of 40^th Annual General Meeting. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

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

The Secretarial Audit Report for the financial year ended March 31, 2023, states that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except to the extent as mentioned below:

1. Minimum Public Shareholding (MPS) requirements (25%) specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 in the manner as specified by the Board from time to time but subsequent to the open offer made by Acquirer EbixCash World Money Limited under SEBI SAST, the Public shareholding of the Company fell to 10.06% on 28h June, 2019 and was 10.45% as on 31st March, 2023. As per SEBI Circular No.: SEBI/HO/ CFD/CMD1/CIR/P/2021/81 dated 14 May, 2020 read with rule 19A of the Securities Contracts (Regulation) Rules, 1957 the Company had to comply with the MPS requirements of 25% by 31st August, 2020 however the Company failed to

comply with MPS within the time limit provided. The company received notices of penalty in this regard from both Stock Exchanges and has paid the required fines.

2. As per the NSE Letter bearing No. NSE/LIST/MPS/0257 dated March 14, 2023, the action of freezing has been initiated against the Promoters and Promoters Group due to noncompliance with Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements.

The Company is in process of complying with these provisions.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

29. MAINTAINENCE OF COST RECORDS AND AUDIT

30. DISCLOSURE:MEETINGS OF THE BOARD

During the year under review, the Board of Director of the Company met 5 (Five) times. These meetings of the Board of Directors were held on 16^th May 2022, 25^th July 2022, 9^th August 2022, 11^th November 2022 and 13^th February 2023.

The composition of Board of Directors as on 31^st March 2023 is in conformity with 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 15^th March 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

AUDIT COMMITTEE

During the Financial Year, the Board had reconstituted the Audit Committee, as Mr. Jyoti Kachroo has been resigned from the Company and as on 31^st March, 2023, the Audit Committee comprised of 2 Independent Directors and 1 Non-Executive

Director as its members. The Chairman of the Committee is an Independent Director. The Members possess adequate knowledge of accounts, audit, finance, etc.

During the year ended 31^st March 2023, the Committee met 5 (five) times on 16^th May 2022, 25^th July 2022, 9^th August 2022, 11^th November, 2022 and 13^th February 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year, the Board had reconstituted the Nomination & Remuneration Committee, as Mr Jyoti Kachroo has been resigned from the post of Chairmanship of the Committee and as on 31^st March 2023, the Nomination and Remuneration Committee comprised of 2 Independent Directors and 1 Non-Executive Director. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the year ended 31^st March 2023 the Committee met 1 (one) time on 15^th March 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the Financial Year, the Board had reconstituted the Stakeholders Relationship Committee, as Mr Jyoti Kachroo has been resigned from the post of Membership of the Committee and as on 31^st March 2023, the Stakeholders Relationship Committee comprised of 1 Independent Director and 2 NonExecutive Director. The Chairman of the Committee is a NonExecutive Director.

During the year ended 31^st March, 2023 the Committee met 4 (four) times on 9^th August 2022, 9^th September 2022, 17^th February 2023 and 24^th March 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year, the Board had reconstituted the Corporate Social Responsibility Committee, as Mr Jyoti Kachroo has been resigned from the post of Membership of the Committee and as on 31^st March, 2023, the Corporate Social Responsibility Committee comprised of 1 Independent Director and 2 Non-Executive Directors.

The Composition of the CSR Committee is in conformity with requirements of the Companies Act, 2013. During the year ended 31st March 2023 the Committee met once on 15^th March 2023.

RISK MANAGEMENT COMMITTEE

As on 31^st March 2023, the Risk Management Committee comprised of 1 Independent Director and 2 Non-Executive Directors. The Composition of the Risk Management Committee is in conformity with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year ended 31st March 2023 the Committee met 2 (two) times on 28^th June 2022 and 25^th November 2022.

Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company''s 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 Risk Management Policy was reviewed and approved by the Committee.

VIGIL MECHANISM

The Policy on vigil mechanism and whistle blower may be accessed on the Company''s website at https:// www.indiaforexonline.com/invester-pdf/DelphiPolicies/ WHISTLE%20BLOWER%20POLICY.pdf.

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 cooperation. 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.

Mar 31, 2018

The Directors are pleased to present this 33^rd Annual Report and the Audited Statement of Accounts for the year ended March 31,2018.

1. FINANCIAL RESULTS

Particulars	For the year ended March 31,2018 (Rs. in lakh)	For the year ended March 31,2017 (Rs. in lakh)
Total Income including exceptional items	5,210.03	3,643.85
Profit / (Loss) Before Depreciation	5,655.39	4,101.07
Less : Depreciation	445.36	457.23
Profit / (Loss) Before Tax	5,210.03	3,643.85
Less : Income Tax	2,013.87	1,539.36
Less : Deferred Tax	(217.99)	(198.00)
Profit / (Loss) After Tax	3,414.16	2,302.49
Other Comprehensive Income Net of Tax	2,012.83	650.14
Total Comprehensive Income for the year	5,426.98	2,952.63

The consolidated Financial Statements of the Company and its associates, 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. The Company has adopted IND ASw.e.f. 01.04.2017, the date from which the said standards are mandatorily applicable and accordingly has changed number of Accounting Policies as detailed in âSignificant Accounting Policiesâ forming part of Financial Statements for F.Y. 2017-18 in line with the applicable IND AS. Figures for F.Y. 2016-17 has been restated as per IND AS and therefore may not be comparable with Financials for F.Y. 2016-17 approved by the Directors and disclosed in the Financial Statements of the previous year.

2. DIVIDEND

Your Directors have recommended a dividend off 1/- i.e. 10% (previous year Rs. 3/- per share i.e. 30%) for financial year 2017-18. The aggregate dividend including Dividend Distribution Tax of Rs. 23.77 Lakh would amount to f 139.41 Lakh. The dividend payment is subject to approval of the members in the ensuing Annual General Meeting.

3. RESERVE

No amount was transferred to General Reserve during the year under review.

4. PERFORMANCE

The Company continued its strides in its core business activities of Money Changing as an RBI Registered Authorized Dealer Category-ll and of Money transfer as one of the foremost RBI approved Principal Agents of overseas money transfer entities.

In money transfer the Company apart from its two decade old relationship with Western Union, also tied up with other leading international players viz. MoneyGram, Ria Financial Services, Xpress Money and Transfast. Consequently the company with its wide network of 200 own locations and 61,000 plus subagent locations are in a position to cater to the beneficiaries in India of the remittance from any of the leading overseas money transfer players. Since such new tie ups and commencement of operations thereof was almost into third and fourth quarter of 2017-18, the growth aspect is expected to be reflected in the coming financial years only. With India continuing to hold the numerouno position as recipient of funds from its diaspora at an estimated figure of USD 69 Billion in 2017 as per World Bank Report, the money transfer business is expected to grow steadily.

In money changing business, the Company through its offer of array of products of currency, travellers cheques, forex prepaid multicurrency cards, issuance of foreign currency, demand draft, telegraphic transfers, in the matter of remittance for Students Fees, Film shooting, tour remittances, etc., outbound remittances for trade related imports through Western Union Business Solutions, provides travel insurance to its customers directly and also through partners / intermediaries has become a force to reckon with in this line of business.

The growth prospects estimated by number of organizations like World Bank, Directorate General of Civil Aviation (DGCA) and UN World Tourism Organization (UNWTO), a leading Indian Rating Agency - CRISIL, the money changing business especially with respect to tour remittances, Students Fees Remittances, Prepaid forex cards for travel abroad are expected to develop atfaster pace.

During 2017-18 the Company adopted a new brand identity symbolizing Assurance, Quality, Trust, Aspiration and Optimism. Apart from general new brand identity across all its business, the selected leading Agent locations too are being branded for special identity âWOW-World of Weizmannâ.

The Company also promoted Domestic Money Transfer and other Allied activities as one of the leading Distributors of products offered by a group entity Weizmann Impex Service Enterprise Limited through its online portal âJaldiCashâ.

The Company continued to be benefitted by extending ease of money changing transactions for its customers through an online portal âDoorstepforex.comâ which provided quite number of leads onaPan India basis.

During the year under review your Company has achieved a profit before tax of Rs. 52.10 Crore which is 42.98% higher than the previous yearâs achievement of Rs.36.44Crore.

The Profit after Tax for the current year at Rs.34.14 Crore, also increased by 48.28%, against the previous yearâs results at Rs. 23.02Crore.

The above performance was contributed by increase in the turnover by 29.28%, in its Money Changing Division -Rs.7,564.66 Crore in the current year as against Rs.5,851.60 Crore in the previous year, coupled with better margins & Improved Inventory and Cash Management, have contributed to Companyâs bottom line.

In Money Transfer business activity the income decreased by 10.67 % to Rs. 102.16 Crore in the current year as against Rs.114.35 Crore in the previous year. The reduction is primarily on account of after effect of demonetization in late 2016-17, increase in protectionism, rising geopolitical tensions in select countries, had impact on the growth of remittance flows.

Both the core activities of the company are regulated by Reserve Bank of India and the company constantly upgrades its systems and procedures to comply with the extant guidelines of regulatory body as providing continuous training to employees, strengthening its internal control and internal audit system not only helps in compliance but also contributing to the bottom line.

5. SUBSIDIARY/ASSOCIATE/JOINTVENTURE COMPANIES

The Company does not have any subsidiary Company.

Batot Hydro Power Ltd., Brahmanvel Energy Ltd., Khandesh Energy Projects Ltd. and Weizmann Corporate Services Ltd. are the Associates ofthe Company.

Horizon Remit SDN, BHD, Malaysia being a Joint Venture of the Company in the past does not continue to be the Joint Venture of the Company on account of change in control.

In accordance with Section 136 ofthe Companies Act, 2013 read with Rule 10 of The Companies (Accounts) Rules, 2014, a Company may forward statement of accounts containing the salient features in the prescribed form and simultaneously ensure that copies of the financial statements including consolidated financial statements along with Auditors Report, Directors Report and other documents that is required to be attached are annexed with the financial statements and made available for inspection at the registered office of the company, during working hours for a minimum period of 21 days prior to the meeting of the shareholders. Accordingly, Accounts in the Abridged Form as prescribed in Form AOC-3 of the subject rules are being forwarded to all the members of the company with complete set of financial statements available at the registered office of the company as well as on the website of the Company www.weizmannforex.com. Also salient features in the financial statement of associate companies and joint venture compiled in Form AOC-1 of the subject Rules are attached to the financial statements.

No Company became or ceased to be an Associate or Joint Venture during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013, Mr. Chetan D. Mehra and Mr. Hitesh V. Siraj retires by rotation and being eligible have offered themselves for reappointment.

Ms. Smita Davda continues to be on Board. With effect from 3^rd July 2017, on account of her appointment to office or place of profit, she has been re-categorised as Non- Independent Director.

Mr. Nakul Chopra has been appointed as Additional Director (Independent) with effect from 13^lh September 2017. Resolution for his appointment as Director has been included in the Notice of 33^rd Annual General Meeting.

Mr. Vishnu Kamath resigned as Independent Director w.e.f. 1â November 2017.

Mr. NiravShah resigned as Company Secretary and Compliance officer w.e.f. 31^a December 2017. Ms. Shridevi Vungarala was appointed as Company Secretary and Compliance Officer w.e.f. 15^lhFebruary2018.

The Board of Directors had six meetings during financial year 2017-18. Necessary quorum was present for all the meetings.

7. 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 provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman 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 Boardâs performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation ofthe relevant director.

8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIESACT, 2013

An extract of Annual Return as at 31^a March 2018 pursuant to section 92(3) of the Companies Act, 2013 and forming part of this Report is attached as Annexure I to this Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

v) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

10. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Board confirms the receipt of statement of declaration from independent directors as called for u/s. 149(6) ofthe Companies Act, 2013.

11. COMPANYâS POLICY ON DIRECTORS APPOINTMENT AND REM UNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNELAND OTHER EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees; formulating criteria for evaluation of independent directors and the Board; devising policy on Board diversity; identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

Appointment and Remuneration to Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors is subject to satisfaction of conditions u/s. 149(6) ofthe Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the CompaniesAct, 2013.

The personnel selected as Board Member or Key Management Personnel or other senior personnel of the company are based on their requisite qualifications, skills, experience and knowledge in the relevantfields.

Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, companyâs business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes etc.

The remuneration policy as above is also available on the website of the company - http://www.weizmannforex.com/ investors/policies-documentation/

12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms ofthe 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, a statement showing the names and other particulars of the employees drawing remuneration in excess ofthe limits, top 10 employees in terms of remuneration drawn and other Disclosures pertaining to remuneration are set out in the said rules are provided in the Annual Report.

Having regard to the provisions of the proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. DISCLOSURE OF PARTICULARS OF 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 outgo are as follows:

(Rs. in Lakh)

Particulars	YearE nded	Year Ended
	31*'' March 2018	31^st March 2017
Foreign Exchange
Earnings in Foreign Exchange
Exports of Foreign Currency	-	1,648.22
Receipts from Money Transfer	890,135.17	11,44,092.53

Expenditure in Foreign Exchange
Travelling expenses	33.27	54.14
Commission payments	67.67	71.48
Import of Foreign Currency	96,581.34	67,221.71

14. FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 during the year.

15. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31^a March 2018 was Rs.11,56,43,570/-. The company has not issued any new equity shares during the year.

16. PARTICULARS OF LOANS, G UARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT, 2013 DETAILS OF LOANS GIVEN:

Batot Hydro P ower Ltd:

During the year, no further Loans were given to Batot Hydro Power Ltd. & balance as on 31^stMarch, 2018 is Rs. 44.81 Lac.

Windia I nfrastructure F inance Ltd.

During the year loan was given of Rs.20,087.35 Lac to Windia Infrastructure Finance Ltd & balance as on 31^st March, 2018 is Rs. 392.78 Lac

Tapi E nergy P rojects Ltd

During the year loan of Rs. 6,167.21 Lac was given to Tapi Energy Projects Ltd. & balance as on 31^st March, 2018 is Rs. 45.83 Lac.

Details of Investments made during the year

During the year no fresh investments were made.

Details of Guarantees given

During the year there was no fresh Guarantee given by the Company.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT, 2013

The transactions with the Related Parties are at armâs length basis and these transactions are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014. The related party transactions are placed before the Audit Committee as also the Board for approval.

18. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has been hosted on its website http://www.weizmannforex.c om/investors/polic ies-documentation. The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act and Regulation 23 of SEBI (Listing Regulations and Disclosure Requirement) Regulations 2015 and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any.

19. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The Company has also voluntarily constituted a Risk Management Committee for the above purpose. The company has laid down detailed process in planning, decision making, organizing and controlling.

The Risk Management Policy has been hosted on the companyâs website: http://www.weizmannforex.com/investors/policies-documentation/

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the Company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to a registered trust which is undertaking the activities prescribed under Schedule VII of the Companies Act, 2013. The Annual report on CSR activities is annexed as a separate Annexure 11.

The Company has constituted CSR committee the details of which are given in Corporate Governance Report and also a CSR policy is formulated which is uploaded on the website of the Company: http://www.weizmannforex.com/investors/policies-documentation/.

21. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. Whistle Blower Policy covering all stakeholders including employees and directors of the company is hosted on the companyâs website http://www.weizmannforex.com/investors/policies-documentation/.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operation in future.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were 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 the report.

24. AUDITORS

M/s. Sharp & Tannan LLP, Chartered Accountants post reorganization from a Partnership firm to LLP were appointed as Statutory Auditors of your Company for the remaining term of three years from Financial Year 2017-18 to 2019-20 at the Annual General Meeting held on 23^rdAugust 2017.

In accordance with the Companies Amendment Act, 2017, enforced on 7^lh May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

25. SECRETARIALAUDIT REPORT

Pursuant to requirement of section 204 of the Companies Act, 2013, the Company had appointed Shri Martinho Ferrao -Practicing Company Secretary (COP 5676) as Secretarial Auditor for financial year 2017-18 and whose report of 9^lh May 2018 is attached as a separate Annexure III. There are no adverse observations in the Secretarial Audit report.

26. AUDITORâS REPORT

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Audit also includes both physical as well as online transaction audit.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee ofthe Board.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints have been received.

29. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirements as prescribed under the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A report on Corporate Governance is annexed as a separate Annexure IV. Auditors Certificate confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

30. MANAGEMENT DISCUSSION ANDANALYSIS REPORT:

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as a separate Annexure Vforming part of this Report.

31. ACKNOWLEDGEMENT

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., GovernmentAuthorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place : Mumbai Dharmendra G. Siraj

Dated : 29^lh May 2018 Chairman

DIN : 00025543

Mar 31, 2017

The Directors have pleasure in submitting their Report together with Audited accounts for the year ended 31^st March 2017.

OPERATING RESULTS

The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended 31^st March 2017.

1. FINANCIAL RESULTS

Particulars	For the year ended March 31, 2017 (''Rs. in lakh)	For the year ended March 31,2016 (Rs. in lakh)
Total Income(including extraordinary Items)	599,315.13	4,78,952.76
Profit before Tax	3,703.90	3,509.23
Less: Income Tax	1,601.00	1,412.00
Deferred Tax	(198.00)	(110.00)
MAT Credit	-	-
Prior period tax expenses	-	20.23
Profit after tax	2,300.90	2,187.00
Add: Balance B/F from Previous Year	5,736.20	4,593.10
Available Surplus	2,300.90	2,187.00
Director''s recommendation for Appropriation
Transfer to General Reserve		-
Dividend @ 30% i.e. Rs. 3.00 per equity share of Rs.10/- each	346.93	-
Interim Dividend @ 75% i.e., Rs. 7.50 per equity share of Rs.10 each	-	867.33
Dividend Distribution Tax	70.63	176.57
Surplus/(Deficit) carried to balance Sheet	7,619.53	5,736.20

2. DIVIDEND

Your Directors recommend a Dividend of 30% i.e. Rs.3.00/- per Equity Share for the financial year ended March 31, 2017. (Previous year: Interim Dividend of 75% i.e., Rs.7.50/- per Equity Share given in March 2016 was declared as final dividend).

3. RESERVE

No amount was transferred to General Reserve during the year under review

4. PERFORMANCE

During the year 2016-17, the Company continued its thrust to further strengthen its strong foothold in two main activities of Money Changing and Money Transfer, as an RBI authorized Dealer category II for its Money Changing and one of the Principal Agents of Western Union Financial services, USA for its Money Transfer activity respectively. In Addition to these, Company also gave more impetus & support to Insurance and Travel & Tourism related services by increasing the potential customer reach through its large pan India network of 200 plus own outlets and 50,000 plus sub-agents'' outlets. In the light of the fact that India is emerging as the fastest growing outbound market, the growth in the Forex market has helped the Company to grow to its current level. Further, the Company also supported its direct investment in the green energy field of wind farm in Tamil Nadu & Maharashtra.

The Profit after Tax for the year 2016-17 is '' 23.01 Cr. which is higher by 5.21 % than previous yearâs results of Rs.21.87 Cr.

The above performance is contributed mainly by increase in the turnover of Money changing vertical by 25.83% - Rs.5,851.60 Cr in the current year as against '' 4,650.58 Cr in the previous year. In Money Transfer vertical the income increased by 0.86 % - Rs.114.35 Cr in the current year as against Rs.113.38 Cr in the previous year.

In addition, to its physical network (brick & mortar) of branches, Company has also benefitted in getting leads through tie up with few of the online forex portals like Book my Forex, FXkart and through Doorstepforex.com belonging to one of the group entities.

5. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company does not have any subsidiary Company.

Batot Hydro Power Ltd., Brahmanvel Energy Ltd., Khandesh Energy Projects Ltd. and Weizmann Corporate Services Ltd. are the Associates of the Company. Horizon Remit SDN, BHD, Malaysia is the Joint Venture of the Company.

In accordance with Section 136 of the Companies Act, 2013 read with Rule 10 of The Companies (Accounts) Rules, 2014, a company may forward statement of accounts containing the salient features in the prescribed form and simultaneously ensure that copies of the financial statements including consolidated financial statements along with Auditors Report, Directors Report and other documents that is required to be attached are annexed with the financial statements and made available for inspection at the registered office of the Company, during working hours for a minimum period of 21 days prior to the meeting of the shareholders. Accordingly Accounts in the Abridged Form as prescribed in Form AOC-3 of the subject rules are being forwarded to all the members of the Company with complete set of financial statements available at the registered office of the Company as well as on the website of the Company www.weizmannforex.com Also salient features in the financial statement of associate companies and joint venture compiled in Form AOC-1 of the subject Rules are attached to the financial statements.

No Company became or ceased to be an Associate or Joint Venture during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013, Mr. Dharmendra G. Siraj and Mr. Neelkamal V. Siraj retires by rotation and being eligible have offered themselves for reappointment.

In terms of his agreement Mr. B.S. Shetty who was reappointed as Managing Director from December 1, 2016 ceased to be Managing Director and Director with effect from February 28, 2017 on his retirement. The Board of the Company in its meeting held on February 9, 2017 appointed Mr. B. Karthikeyan as an Additional Director and Managing Director for a term of 3 years with effect from March 1, 2017 subject to shareholderâs approval. The resolution for his appointment is included in the Notice of the 32^nd Annual General Meeting.

During the year no Directors have resigned from the Board.

The Board of Directors had five meetings during financial year 2016-17. The necessary quorum was present for all the meetings.

7. 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

8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013

An extract of Annual Return as at March 31, 2017 pursuant to section 92(3) of the Companies Act, 2013 and forming part of this Report is attached as Annexure I to this Report.

9. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

iv) that the Directors had prepared the annual accounts on a going concern basis.

v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively ;

10. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Board confirms the receipt of statement of declaration from independent directors as called for u/s.149(6) of the Companies Act, 2013.

11. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees ; formulating criteria for evaluation of independent directors and the Board ; devising policy on Board diversity ; identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

Appointment and Remuneration to Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors is subject to satisfaction of conditions u/s.149(6) of the Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the Companies Act, 2013.

The remuneration policy as above is also available on the website of the company - http://www.weizmannforex.com/ investors/policies-documentation/

12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits and other Disclosures pertaining to remuneration as set out in the said rules are compiled with.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. DISCLOSURE OF PARTICULARS

Pursuant to Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 the 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 outgo are as follows:

(Rs. in Lakh)

Particulars	Year Ended	Year Ended
	March 31, 2017	March 31, 2016
Foreign Exchange
Earnings in Foreign Exchange
Exports of Foreign Currency	1,648.22	498.23
Receipts from Money Transfer	11,44,092.53	13,78,596.06
Interest	-	-
Expenditure in Foreign Exchange
Traveling expenses	54.14	17.29
Payment to overseas parties towards expense	71.48	84.64
Import of Foreign Currency	67,221.71	55,703.78

14. FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 during the year.

15. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2017 was Rs.11,56,43,570/-The Company has not issued any new equity shares during the year.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT, 2013

Details of loans given :

Loans given to Batot Hydro Power Ltd. during the year - Rs.44.54 Lakh & balance as on March 31, 2017 - Rs.500.00 Lakh, Windia Infrastructure Finance Ltd.- Rs.8,138.86 Lakh & balance as on March 31, 2017 - Rs.1,100.00 Lakh and Tapi Energy Projects Ltd. - Rs.7,095.57 Lakh & balance as on March 31, 2017 - Rs.850.00 Lakh.

Details of Investments made during the year

During the year no fresh investments were made.

Details of Guarantees given

During the year there was no fresh Guarantee given by the Company. .

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

18. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has been hosted on its website http://www.weizmannforex.com/investors/policies-documentation/ The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act and Regulation 23 of SEBI (Listing Regulations and Disclosure Requirement), Regulations 2015 and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any.

19. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The Company is also constituted a Risk Management Committee for the above purpose. The Company has laid down detailed process in planning, decision making, organizing and controlling.

The Risk Management Policy has been hosted on the Company''s website: http://www.weizmannforex.com/investors/policies-documentation/

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted CSR committee the details of which are given in Corporate Governance Report and also a CSR policy is formulated which is uploaded on the website of the Company: http://www.weizmannforex.com/investors/policies-documentation/.

21. ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. The whistle blower policy covering all employees and directors of the Company is hosted on the Company''s website http://www.weizmannforex.com/ investors/policies-documentation/.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.

There were 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 the report.

24. AUDITORS :

The Auditors M/s. Sharp & Tannan, Chartered Accountants having firm registration number 109982W, hold office till the conclusion of Annual General Meeting to be held in the year 2020. The aforesaid Audit firm had informed that it has undergone internal reorganization and hence they had sought appointment in the name of M/s. Sharp & Tannan LLP having Firm Registration Number :127145W/ W100218 for their remaining term of 3 years i.e., from Financial Year 2017-18 to 2019-2020.

As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from the auditors proposed to be appointed to the effect that their appointment, if made, at the ensuing Annual general meeting will be in accordance with the provision of Section 139(1) and they fulfill the criteria laid down under Section 141 of the Companies Act, 2013.

25. SECRETARIAL AUDIT REPORT

Pursuant to requirement of section 204 of the Companies Act, 2013, the Company had appointed Shri Martino Ferrao -Practicing Company Secretary (COP 5676) as Secretarial Auditor for financial year 2016-17 and whose report of May 18, 2017 is attached as a separate Annexure III . There are no adverse observations in the Secretarial Audit report.

26. AUDITORâS REPORT

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual.

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

29. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirement as the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A report on Corporate Governance is annexed as a separate Annexure IV. Auditors Certificate confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Regulations with stock exchanges is annexed as a separate Annexure V forming part of this Report.

31. ACKNOWLEDGMENT

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place : Mumbai Chetan D. Mehra

Dated : May 24, 2017 Vice Chairman

(DIN : 00022021)

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Report together with Audited accounts for the year ended March 31,2015.

OPERATING RESULTS

The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended March 31,2015.

1. FINANCIAL RESULTS

Particulars For the year For the year ended March ended March 31,2015 31,2014 (Rs. in lakh) (Rs. in lakh)

Total Income 447,685.97 469,519.75

Profit before Tax 2,935.88 2,867.40

Less: Income Tax 1,220.00 1,096.00

Deferred Tax (178.53) (24.00)

MAT Credit - (32.92)

Prior Year Tax Expense 31.80 -

Profit after tax 1,862.61 1,828.32

Add: Balance B/F from Previous Year 4,025.65 3,401.61

Available Surplus 5,888.26 5,229.93

Director's recommendation for Appropriation

Transfer to General Reserve 186.26 182.83

Proposed Dividend on Equity Shares @ 75% i.e. Rs. 7.50/- per equity share of Rs. 10 each (2013-14: Rs. 7.50/- per equity share i.e. 75%) 867.33 867.33

Dividend Distribution Tax 176.57 154.12

Surplus/(Deficit) carried to balance Sheet 4,658.10 4,025.65

2. DIVIDEND

Your Directors recommend a Dividend of 75% i.e. Rs. 7.50/- per Equity Share for the financial year ended March 31, 2015. (Previous year: 75% i.e. Rs. 7.50/-per equity share).

3. RESERVE

Your Directors have decided to transfer 10% of the profits earned during the year to General Reserve.

4. PERFORMANCE

Your company recorded a profit before tax of Rs. 29.36 crore which is a marginal increase of 2.4% over the previous year figure of Rs. 28.67 crore. The profit after tax too improved to Rs. 18.63 crore as against Rs.18.28 crore in the previous year. The above achievement is despite a marginal drop in the total income at Rs. 4476.86 crore in 2014-15 as against Rs. 4695.20 crore in the previous year.

In 2014-15 your company continued its core business activities of money changing and money transfer both as RBI Licensed Authorised Dealer Category II and RBI approved one of the principal agents of Western Union Financial Services, USA respectively. The other business activities to leverage on its pan India reach included Travel, Serving Insurance & Telecom Companies and as a measure to contribute to green energy company continued its operation of a 7.2 MW wind farm set up about 3 to 4 years back. During the year under review there was no change in the core business activities of the company.

The company's wide reach across India was on account of its ability to tie up with over 35 banks, leading financial institutions having multi outlets and number of enterprising retail outlets and collectively the presence reached out to about 200 owned outlets and about 52000 sub agent outlets.The sub agent outlets are predominantly for international inbound money transfer.

In the core business of money changing the net profit of the division doubled to about Rs. 13.40 crore as against Rs. 6.68 crore in the previous year. This is despite the sales in 2014-15 being marginally less at Rs. 4338.49 crore as against Rs. 4565.66 crore in the previous year. The said achievement in profits has been predominantly on account of better margin realization contributed by improved inventory management monitoring the exchange rate fluctuations and taking early remedial measures. Also during the year company rationalized certain branches which were not materially contributing to the bottom line.

As far as the second main business activity of Western Union Money Transfer Services the company could sustain its operations by achieving a gross income of about Rs. 95 crore in 2014-15 as against Rs. 94 crore in the previous year. This is in the light of tough competition, new overseas entrance, some international money transfer entries creating strong presence in specific corridors and most importantly the advancement in technology facilitating moving money through account to account and mobile banking.

Both the core activities of the company are highly regulated and the company too constantly gears to comply with the extant guidelines of Reserve Bank of India by improving systems and procedures, providing continuous training to employees, strengthening its internal control and internal audit system and all these too facilitating improved operations and profitability.

The company has also tied up with entity having online platform in providing leads for purchase and sale of foreign exchange and also facilitating booking of foreign exchange to insulate from the fluctuation of exchange rate for a specific period.

A group company has obtained in-principle approval for prepaid instrument business and the company contemplates tying up with the group company as it can leverage on its wide network. The group company is developing its own software systems and the business may commence in 2015-16.

As RBI is encouraging entities to reach out to the remotest places in India and Central Government too is keen on every Indian family to have bank accounts and facilitate number of benefits in the form of obtaining subsidies directly etc. RBI had invited applications for Payments bank license and your company too sensing this as an opportunity has applied for the license.

5. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company does not have any subsidiary Companies.

Batot Hydro Power Projects Ltd., Brahmanvel Energy Ltd., Khandesh Energy Projects Ltd. and Weizmann Corporate Services Ltd. are the associates of the Company.

Horizon Remit SDN, BHD Malaysia, is the Joint Venture of the Company. During the financial year 2014-15, your Company has further invested a sum of Rs. 28.69 Lakh and divested a sum of Rs. 249.99 Lakh in the aforesaid Joint Venture Company. As at March 31, 2015 the total investment stands at Rs. 395.54 Lakh which accounts for 29.39% share of total Shareholding of the Horizon Remit SDN BHD, Malaysia.

No Company became or ceased to be Associate or Joint Venture during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013 Mr. Dharmendra G. Siraj and Mr. Neelkamal V. Siraj retires by rotation and being eligible have offered themselves for reappointment.

The Managing Director of the Company Mr. B.S. Shetty was re- appointed for a period of one year with effect from December 1, 2014, subject to shareholder's approval. The resolution for his re- appointment is included in the Notice of 30th Annual General Meeting.

Ms. Smita V. Davda was appointed as an Additional Independent Director of the Company with effect from November 7, 2014. Ms. Smita V. Davda holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment. The appointment of Ms. Smita V Davda as Director is being proposed in the ensuing AGM Notice and accordingly a Resolution has been included in the Notice to the ensuing AGM.

During the year no Directors have resigned from the Board.

The Board of Directors had four meetings during financial year 2014-15.

Mr. Anant Yadav was appointed as Chief Financial Officer (CFO) of the Company during the year.

7. 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

The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provide feedback to the Chairman 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 Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013

An extract of Annual Return as at March 31, 2015 pursuant to section 92(3) of the Companies Act, 2013 and forming part of this Report is attached as Annexure I to this Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

v) that the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

10. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Board confirms the receipt of statement of declaration from independent directors as called for u/s.149(6) of the Companies Act, 2013.

11. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees; formulating criteria for evaluation of independent directors and the Board;devising policy on Board diversity; identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

Appointment and Remuneration to Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors is subject to satisfaction of conditions u/s.149(6) of the Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the Companies Act, 2013.

The personnel selected as Board Member or Key Management Personnel or other senior personnel of the company are based on their requisite qualifications, skills, experience and knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, company's business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes, etc.

The remuneration policy as above is also available in the website of the company -www.weizmannforex.com

12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of Rs. 60 Lakh P.A. or Rs. 5 Lakh part thereof therefore the disclosure in terms of Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company. In terms of provisions of Section 197(12) the information in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is compiled.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. DISCLOSURE OF PARTICULARS

Pursuant to Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 the 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 outgo are as follows:

(Rs. in Lakh)

Particulars Year Ended Year Ended March 31, 2015 March 31,2014

Foreign Exchange Earnings in Foreign Exchange

Exports of Foreign Currency 2,307.96 1,28,811.99

Receipts from Money Transfer 13,55,462.93 13,41,125.49

Interest 1.44 2.44

Expenditure in Foreign Exchange

Traveling expenses 12.79 8.06

Payment to overseas parties towards expense 79.68 97.83

14. FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 during the year.

15. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2015 was Rs. 11,56,43,570/-. The Company has not issued any new equity shares during the year.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT, 2013

Details of loans given :

Loans given to Batot Hydro Power Ltd. during the year - Rs. 486.32 Lakh & balance as on March 31, 2015 - Rs. 482.70 Lakh, Windia Infrastructure Finance Ltd.- Rs. 1771.15 Lakh & balance as on March 31, 2015 - Rs. 215.92 Lakh and Tapi Energy Projects Ltd. - Rs. 7387.72 Lakh & balance as on March 31,2015 -Rs. 754.18 Lakh .

Details of Investments made during the year

During the year investments made in Equity shares of Windia Infrastructure Finance Ltd. - Rs. 121.56 Lakh and Horizon Remit SDN, BHD - Rs. 28.69 Lakh.

Details of Guarantees given

No new Guarantees were given during the year under review.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The transactions with the Related Parties are at arm's length basis and these transactions are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014.

18. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has been hosted on its website www.weizmannforex.com The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act and Clause 49 of the Listing Agreement, and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any.

19. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The company is also constituted a Risk Management Committee for the above purpose. The company has laid down detailed process in planning, decision making, organizing and controlling. The Risk Management Policy has been hosted on the company's website : www.weizmannforex.com.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to a registered trust which is undertaking the activities prescribed under Schedule VII of the Companies Act, 2013. The Annual report on CSR activities is annexed herewith as Annexure II.

The Company has constituted CSR committee the details of which are given in Corporate Governance Report and also a CSR policy is formulated which is uploaded on the website of the Company : www.weizmannforex.com.

21. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. The whistle blower policy covering all employees and directors of the company is hosted on the company's website www.weizmannforex.com.

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

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were 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 the report.

24. AUDITORS :

The Auditors M/s. Sharp & Tannan, Chartered Accountants having firm registration number 109982W, retire as Auditors at the forthcoming Annual General Meeting and are eligible for re- appointment for which they have given their consent. The members are required to appoint Auditors for a term of five consecutive years subject to ratification every year and fix their remuneration.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their re- appointment, if made, at the ensuing Annual general meeting will be in accordance with the provision of Section 139(1) and they fulfill the criteria laid down under Section 141 of the Companies Act 2013.

25. SECRETARIAL AUDIT

Pursuant to requirement of section 204 of the Companies Act, 2013, the company had appointed Shri Martino Ferrao - Practicing Company Secretary (COP 5676) as Secretarial Auditor for financial year 2014-15 and whose report of 27th May, 2015 is attached as Annexure III. There are no adverse observations in the Secretarial Audit report.

26. AUDITOR'S REPORT

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System to commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Audit also includes both physical as well as online transaction audit.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints have been received.

29. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirement as per clause 49 of the Listing Agreement. A report on Corporate Governance is annexed as Annexure IV forming part of this Report. Auditors Certificate confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as Annexure V forming part of this Report.

31. ACKNOWLEDGMENT

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place : Mumbai Dharmendra G. Siraj Dated : May 28, 2015 Chairman

Mar 31, 2014

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors have pleasure in submitting their Report together with Audited accounts for the year ended March 31, 2014.

OPERATING RESULTS

The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended 31st March 2014.

1. Financial Results :

For the year ended For the year ended Particulars 31st March, 2014 31st March, 2013 ( Rs.in Lakh) ( Rs.in Lakh)

Total Income (including extraordinary 470,500.09 447,592.38 Items)

Profit before Tax 2,867.40 2,996.23

Less: Income Tax 1,096.00 846.00

Deferred Tax (24.00) 123.00

MAT Credit (32.92) (18.56)

Profit after tax 1828.32 2,045.79

Add: Balance B/F from Previous Year 3401.61 2,568.83

Available Surplus 5229.93 4,614.62

Director''s recommendation for Appropriation

Transfer to General Reserve 182.83 205.00

Proposed Dividend on Equity Shares @ 867.33 867.33 75% i.e. Rs.7.50 per equity share of Rs.10 each (2012-13: Rs. 7.50 per equity share i.e. 75% out of which 50% i.e., Rs. 5/- per equity share was special dividend)

Dividend Distribution Tax 154.12 140.68

Surplus/(Deficit) carried to balance 4,025.65 3,401.61 Sheet

2. Dividend

Your Directors recommend a Dividend of 75% i.e. Rs.7.50 per Equity Share for the financial year ended 31st March 2014 (Previous year: 75% i.e. Rs. 7.50 per equity share out of which 50% i.e., Rs.5/- per equity share was a special dividend).

3. Performance

Your Company continues to be an Authorized Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing through its various branches spread across the country. Your Company is one of the Principal Representatives of Western Union Financial Services, USA for International Inbound Money Transfer. The company has over 300 own locations catering to money changing and money transfer businesses as the case may be and further money transfer business is facilitated by subagent locations of about 55000 Pan India.

In money changing the company deals with variety of instruments like Currency, Travelers Cheque and Travel Money Card issued by banks. The company purchases, encashes, sells, all these products and also imports and exports foreign currency. As an Authorized Dealer Category-II apart from dealing in foreign exchange for travel related purpose, as permitted by RBI the company also caters to remittances for Conferences, Overseas Education, Medical Treatment, Crew Wages, Film Shooting, Emigration, Employment Processing Fees, Registration / Subscription to International Organizations.

Apart from the principal activities of Money Changing and Money Transfer, the company continues to develop allied activities in

Travel Business, Mobile Top Up and DTH services and Insurance Broking.

Your Company has continued its thrust to the business activity of Western Union Business Solutions providing money transfer services to the Importers / Exporters in the medium & small business category who do not have much access to the organized banking sector. During the year under review, the division could achieve a remittance of Rs. 117.17 Crores under the Importer model. The progress in these new business lines could be evaluated only in the coming years.

During the year under review your Company posted a Total Income of Rs.4,70,500.09 lakh (previous year Rs.4,47,592.38 lakh), resulting in a Profit Before Tax of Rs.2,867.40 lakh (previous year Rs.2,996.23 lakh)

4. Environment

The company had installed a 7.2 MW wind farm in OTP Site, Theni District, Tamil Nadu in March 2011. Due to actual generation being less than forecasted, Company had returned 6 nos. wind mills to the supplier and purchased another 6 nos. wind mills in Beed District, Maharashtra which fetches higher tariff as per MERC Wind Power Tariff Order of 2003. Hence currently company is operating a 3.6 MW wind farm in Theni District, Tamil Nadu and 3.6 MW in Beed District, Maharashtra. The generation from the wind farms were subdued during 2013-14 on account of wind following a cyclic pattern and 2013-14 was not an extraordinary year. Further there has been shut down of grid in Tamil Nadu by state utility. However, the company has been able to continue to generate green and clean energy as power generation from renewable energy sources like wind power serves dual purpose of conservation of natural resources and to a small extent substitute the power generation from polluting sources and benefits the society at large.

5. Joint Venture Company

During the financial year 2013-14, your Company has further invested in a Joint Venture Company Horizon Remit SDN BHD, Malaysia. As at March 31st, 2014 the total investment stands at Rs. 616.84 lakh which accounts for 49.35% share of total Share holding of the Horizon Remit, Malaysia.

6. Directors

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013 Shri Hitesh V. Siraj retires by rotation and being eligible, offer himself for reappointment.

Shri Balkrishna L. Patwardhan was appointed as an Additional Director of the Company with effect from November 13, 2013. Shri Balkrishna L. Patwardhan holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment.

Shri Kishore M. Vussonji, Shri Upkar Singh Kohli and Shri Vishnu P. Kamath Independent Directors, are liable to retire by rotation.In terms of the Section 149 of the Companies Act, 2013 the Independent Directors can hold office for a consecutive term of five years and can be reappointed for another consecutive term of five years on passing a special resolution by the Company and such directors are not liable to retire by rotation. Hence it is proposed to re-appoint them as an Independent Directors of the Company for a term of five consecutive years in this Annual General Meeting.

Further the Managing Director of the Company Mr. B.S. Shetty was re-appointed for a period of one year with effect from

December 1, 2013, subject to shareholder''s approval. The resolution for his re-appointment is enclosed in the Notice of 29th Annual General Meeting.

7. Director''s Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Director''s confirm:- i) that in the preparation of the Annual Accounts for the year ended March 31st 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2014 and of the Profit & loss account of the company for the financial year ended March 31st 2014.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

8. Particulars of the Employees

The Company does not have any employees whose particulars are required to be given under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

9. Disclosure of Particulars

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the disclosure of particulars regarding Conservation of Energy, Research and Development, Technology Absorption are not applicable to the Company.

10. Fixed Deposits

Your Company has not accepted any fixed deposits as per Companies Act during the year.

11. Auditors

The Auditors M/s. Sharp & Tannan, Chartered Accountants having firm registration number 109982W, retire as Auditors at the forthcoming Annual General Meeting, and are eligible for re- appointment for which they have given their consent. The members are required to appoint Auditors of the current year and fix their remuneration.

As required under the provisions of Section 139 of the Companies

Act, 2013, the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their re- appointment, if made, at the ensuing Annual general meeting will be in accordance with the provision of Section 139(1) and they fulfill the criteria laid down under Section 141 of the Companies Act, 2013.

12. Cost Audit

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011 and pursuant to Section 233 B of the Companies Act, 1956, Company is required to get Cost records audited by a practicing Cost Accountant under Cost Accounting records (Electricity Industry) Rules, 2011. For Financial Year 2013-14 the company had appointed Mr. S C Mawalankar, a Practicing Cost Accountant as Cost Auditor. For Financial year 2014-15, Rules under Companies Act, 2013 is awaited in the matter of Companies required to get their Cost Accounting Records audited.

13. Auditor''s Report

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory.

14. Corporate Governance

Your Company has complied with Corporate Governance requirement as per clause 49 of the Listing Agreement with the Stock Exchanges except appointment of an Independent Director is in process. A report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors Certificate on Corporate Governance forms part of Corporate Governance Report.

15. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as Annexure II forming part of this Report.

16. Acknowledgement

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place : Mumbai Dharmendra G. Siraj

Date : 27th May 2014 Chairman

Mar 31, 2013

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors have pleasure in submitting their Report together with Audited accounts for the year ended March 31, 2013

OPERATING RESULTS

The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended 31st March 2013.

1. Financial Results

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012 (Rs in Lakh) (Rs in Lakh)

Total Income(including 447,592.38 424,102.87

extraordinary Items)

Profit before Tax 2,996.23 3,061.28

Less: Income Tax 846.00 613.00

Deferred Tax 123.00 710.44

MAT Credit (18.56) (303.69)

Profit after tax 2,045.79 2,041.53

Add: Balance B/F from 2,568.83 950.10

Previous Year

Available Surplus 4,614.62 2,991.63

Director''s

recommendation for Appropriation

Transfer to General 205.00 154.00

Reserve

Proposed Dividend on 867.33 231.29 Equity Shares @ 75% i.e. Rs.7.50 per equity share of Rs.10 each (2011-12: Rs. 2/- per equity share i.e. 20%)

Dividend Distribution Tax 140.68 37.51

Surplus/(Deficit) carried 3,401.61 2,568.83 to balance Sheet

2. Dividend

Your Directors recommend a Dividend of 25% i.e. Rs.2.50 per Equity Share and a Special Dividend of 50% i.e Rs.5./- per Equity Share and thus aggregating to 75% i.e Rs.7.50 per Equity Share for the financial year ended 31st March 2013 (Previous year: 20% i.e. Rs. 2/- -per equity share).

3. Performance

7Your Company continues to be an Authorized Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing through its various branches spread across the country. Your Company is one of the Principal Representatives of Western Union Financial services, USA for International Inbound Money Transfer. The company has over 340 own locations catering to money changing and money transfer businesses as the case may be and further money transfer business is facilitated by subagent locations of about 55000 Pan India.

In money changing the company deals with variety of instruments like Currency, Travelers Cheque, Co-branded Citibank World Money Card (CWM) and Travel Money Card issued by UTI Bank Limited. The company purchases,

encashes, sells, all these products and also imports and exports foreign currency. As an Authorized Dealer Category- II apart from dealing in foreign exchange for travel related purpose, as permitted by RBI the company also caters to remittances for Conferences, Overseas Education, Medical Treatment, Crew Wages, Film Shooting, Emigration, Employment Processing Fees, Registration / Subscription to International Organizations.

Apart from the principal activities of Money Changing and Money Transfer, the company continues to develop allied activities in Travel Business, Mobile Top Up and DTH services and Insurance Broking.

In the last quarter of 2012-13 your Company has ventured into a new business vertical of Western Union Business Solutions providing money transfer services to the Importers / Exporters in the medium & small business category who do not have much access to the organized banking sector. The company through Western Union is also engaged in Marketing Prepaid Rupee Cards and Domestic Money Transfer. The progress in these new business lines could be evaluated only in future years.

During the year under review your Company posted a Total Income of Rs.4,47,592.38 lakh (previous year Rs.424,102.87 lakh), resulting in a Profit Before Tax of Rs.2996.23. lakh (previous year Rs.3061.28 lakh)

4. Environment

With a view to preserve our precious environment, your Company initiated steps of investing in the renewable energy sector viz. wind farms in Maharashtra & Tamil Nadu which generate environment friendly green energy and thus contributing its little might to the society at large.

5. Joint Venture Companies

During the financial year 2012-13, your Company has further invested in a Joint Venture Company Horizon Remit SDN BHD, Malaysia. As at March 31st, 2013 the total investment stands at Rs. 536.51 lakh which accounts for 49.27% share of total Share holding of the Horizon Remit, Malaysia.

6. Directors

Dr. P D Ojha, a Senior Director of the Company passed away on 22.04.2013 after a brief illness. Dr. P D Ojha, a Learned Economist and Retired Deputy Governor of Reserve Bank of India has been associated with Weizmann Group as Chairman / Director for more than a decade. The Board places on record the invaluable contribution and guidance provided by Dr. Ojha during his association with the company.

Ms. Smita V Davda has resigned from the Board of Directors of the company on account of her need to pursue her business interests. The Board places on record the valuable contribution made by Ms. Smita V Davda during her tenure as the Board Member of the company.

In accordance with the Articles of Association of the Company, Shri B S Shetty, Shri Chetan Mehra and Shri V P Kamath, retire by rotation and being eligible, offer themselves for reappointment.

7. Audit Committee

he Audit Committee pursuant to resignation of Ms. Smita V Davda from the Board of the Company was reconstituted and the current members are Chairman - Mr. V P Kamath, Independent Director; Mr. Kishore M Vussonji Â Independent Director and Mr. D G Siraj Â Non Independent Director.

8. Director''s Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956,

Your Director''s confirm:- I) that in the preparation of the Annual Accounts for the year ended March 31st 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the Profit & loss account of the company for the financial year ended March 31st 2013.

iii) that Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

9. Particulars of the Employees

The Company does not have any employees whose particulars are required to be given under the provisions of section 217(2A) of the companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

10.Disclosure of Particulars

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the 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 outgo are as follows: (Rs in Lakh)

Particulars Year Ended Year Ended 31st March 2013 31st March 2012

Foreign Exchange

Earnings in Foreign Exchange

Exports of Foreign 138,239.07 123,823.46

Currency

Receipts from Money 1,101,702.44 909,202.32

Transfer

Interest 1.81 1.21

Expenditure in Foreign Exchange

Travelling expenses 8.80 4.41

11. Fixed Deposits

Your Company has not accepted any fixed deposits during the year, within the meaning of section 58A of the Companies Act, 1956.

12. Auditors :

The Auditors M/s. Sharp & Tannan, Chartered Accountants retire as Auditors at the forthcoming Annual General Meeting, and are eligible for re-appointment for which they have given their consent. The members are required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their re-appointment, if made, at the ensuing Annual general meeting will be within the limits specified in section 224(1B) of the Companies Act, 1956.

13. Cost Audit

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011, and pursuant to Section 233 B of the Companies Act, 1956, Company is required to get Cost records audited by a practicing Cost Accountant under Cost Accounting records (Electricity Industry) Rules, 2011. The company is required to appoint Cost Auditor within 90 days of the beginning of the Financial Year. Accordingly the Board for Financial Year 2013-14 has appointed Mr. S C Mawalankar, a Practicing Cost Accountant as Cost Auditor. For Financial Year 2012-13 the company had appointed Mr. K N Satyanarayan, a Practicing Cost Accountant as Cost Auditor.

14. Auditor''s Report

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory.

15. Corporate Governance

Your Company has complied with Corporate Governance requirement as per clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors Certificate on Corporate Governance forms part of Corporate Governance Report.

16. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as Annexure II forming part of this Report

17. Acknowledgement

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place: Mumbai Dharmendra G Siraj

Date: 30th May 2013 Chairman

Mar 31, 2012

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors are pleased to present the Annual Report and the Audited Statement of Accounts for the year ended 31st March 2012.

1. Financial Results:

(Rs. In Lakh)

Particulars 2011-12 2010-11

Total Income including 424102.87 346,361.94 exceptional items

Profit before Tax 3061.28 2,041.49

Less: Income Tax 613.00 430.00

Less: Deferred Tax 710.44 458.57

Less: MAT Credit (303.69) (186.75)

Profit/ (Loss) After Tax 2041.53 1,339.67

Add: balance brought forward from - - Previous Year

Available Surplus 2041.53 1,339.67

Director's recommendation for

Appropriation:

Transfer to General Reserve 154.00 100.47

Proposed Dividend on Equity Shares 231.29 231.29 @ 20% i. e. Rs. 2 per equity share of Rs. 10 each. (2010-11: Rs. 2 per equity share i. e. 20%)

Dividend Distribution Tax 37.51 37.51

Surplus/ (Deficit) carried to Balance Sheet 2568.83 950.10

2. Dividend:

Your Directors recommend Dividend of 20% i.e. Rs. 2 per equity share, for the financial year ended 31st March 2012 (Previous Year: 20% i. e. Rs. 2 per equity share).

3. Performance:

Your Company is a Registered Authorised Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing and is one of the Principal Representatives of Western Union Financial services, USA for money transfer services. The company has established its own branches of over 170 plus, about 240 extension counters exclusively for Western Union Money Transfer and has tied up with entities including public sector and private sector banks, NBFCs, large corporations as sub representatives and the aggregate outlets engaged in Western Union money transfer services for your company is over 46000 spread across India.

Your Company also markets for Co-branded Citibank World Money card (CWM) issued by Citibank and Travel Money Card issued by Axis Bank Ltd.

The company has tied up for money transfer with entities all over the country and they include leading Public and Private Sector Banks viz. Bank of Maharashtra, Canara Bank, Central Bank of India, Corporation Bank, Dena Bank, IDBI, Dhanalakshmi Bank, Federal Bank, Indian Bank, Indian Overseas Bank, Punjab National Bank, Oriental Bank of Commerce, South Indian Bank, UCO Bank, Bharat Co-operative Bank, Nainital Bank, North Malabar Gramin Bank, The Lakshmi Vilas Bank, Pallavan Grama Bank, Cosmos Co-op Bank, Abhyudaya Co. Op. Bank, Uttar Bihar Grameen Bank, Rajkot Nagarik Sahakari Bank, Allahabad Bank. Other entities include Stock Holding Corporation, BPCL Outlets, Centrum Direct, Muthdoot Finance, Mannapuram Finance & Leasing, India Infoline Finance Ltd. etc.

During the year under review on a standalone basis, your Company posted a Total Income of Rs. 424102.87 Lakh (previous year Rs. 346358.87 Lakh) resulting in a net profit of Rs. 2041.53 Lakh (previous year Rs. 1339.67 Lakh).

4. Environment Protection:

The need for protecting our environment from the onslaught of pollution in air, water and land need no overemphasis. With fossil fuel like coal and oil depleting day by day, the entire world is seized of the danger lurking around the corner when our future generations would be deprived of electricity for their activities. Global warming, Greenhouse effect etc have become the norm of the day. Hence it is imperative that every commercial establishment must contribute one way or other to save our "Earth" in the interest of posterity.

Your company being engaged in service activities of money changing and money transfer has little direct opportunity for reduction of impact of carbon emission through designing or carrying out research on own products.

With the above objective in mind your company had decided to invest in renewable energy sources like wind power project which is one of the most environment friendly, clean and green energy generation. The renewable energy from wind power project replaces the need for generating equivalent power from conventional sources and thus reduction in carbon emission into the atmosphere.

Your company invested in wind power projects in Tamil Nadu and Maharashtra of aggregate capacity of 7.2 MW entailing an outgo of INR40 crore. Based on availability of good projects like Wind Power or Solar Power contributing to the environment your company will as a long-term objective of playing its part in protection of environment will invest in renewable energy projects in future.

5. Subsidiary and Joint Venture Companies:

Vedang Tours and Travels Limited, was a Subsidiary Company of your Company. Your Company sold part of its shareholding in Vedang Tours and Travels Limited during the year 2011-12. Consequently as on 31st March 2012, Company has no subsidiary company.

During the financial year 2011-12, Company further invested in a Joint venture Company Horizon Remit SDN BHD, Malaysia. Holding of Company is around 49.99% and value of Investment is Rs. 408.28 Lakhs as on 31st March 2012. The said Joint Venture Company is an agent of Western Union Network (Ireland) Limited. The Company is engaged in business of Money transfer both outward and inward in Malaysia. There are 16 branches across Malaysia.

6. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. D. G. Siraj and Mr. N. V. Siraj, retire by rotation and being eligible offer themselves for re- appointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the explanatory statement thereto.

7. Directors' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

a. that in preparation of Annual Accounts for the year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and the Profit and Loss Account for the year ended 31st March 2012;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company preventing and detecting fraud and other irregularities.

d. that the Directors have prepared the annual accounts on a going concern basis.

9. Particulars of the Employees:

The Company does not have any employees, whose particulars are required to be given under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, as amended up to date.

9. Disclosures of Particulars:

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the 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 outgo are as follows:

(Rs. in Lakh)

YEAR ENDED YEAR ENDED 31st March 2012 31st March 2011

Foreign Exchange:

Earnings in Foreign Exchange

Exports of Foreign Currency 123823.46 106159.29

Receipts from money transfer 909202.32 704337.93

Interest 1.21 1.72

Expenditure in Foreign Exchange

Travelling expenses 4.41 8.31

10. Fixed Deposits:

Your Company has not accepted any fixed Deposits during the year, within the meaning of Section 58A of the Companies Act, 1956.

11. Auditors:

M/s. Sharp & Tannan, Chartered Accountants, Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment for which they have given their consent. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under provisions of Section 224 of the Companies Act, 1956, the Company has obtained written confirmation from the auditors proposed to be reappointed to the effect that their re- appointment, if made at the ensuing Annual General Meeting will be within the limits specified in Section 224 (1B) of the Companies Act, 1956.

12. Cost Audit:

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011, and pursuant to Section 233B of the Companies Act, 1956, Company is required to get Cost records audited by a Practising Cost Accountant under Cost Accounting Records (Electricity Industry) Rules, 2011, from the financial year beginning 1st April 2011.

Mr. K. N. Satyanarayan, Practising Cost Accountant was appointed as Cost Auditor to carry out audit of the Cost records of the Company for the financial year 2012-13 vide Resolution passed by the Board of Directors in their meeting held on 15th May 2012.

13. Auditor's Report:

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self-explanatory.

14. Corporate Governance:

Your Company has complied with Corporate Governance requirement as per Clause 49 of the Listing Agreement with Stock Exchanges. A Report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors Certificate on Corporate Governance forms part of Corporate Governance Report.

15. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with Stock Exchanges is annexed as Annexure II forming part of this Report.

16. Acknowledgement:

Your Directors express their grateful appreciation for the assistance and co-operation received from Reserve Bank of India, Western Union Financial Services Inc., Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Sd/-

Dharmendra G. Siraj

Chairman

Place: Mumbai

Date: 13th August 2012

Mar 31, 2011

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors are pleased to present the Annual Report and the Audited Statement of Accounts for the year ended 31st March 2011.

1. Financial Results:

( Rs. In Lakh)

Particulars 2010-11 2009-10

Total Income including 346,358.87 1.95 exceptional items

Profit before Tax 2,041.49 (2.29)

Less: Income Tax 430.00 ---

Less: Deferred Tax 458.57 ---

Add: MAT Credit (186.75) ---

Profit/ (Loss) After Tax 1,339.67 (2.29)

Add: balance brought forward (20.30) (18.01) from Previous Year

Available Surplus 1,319.37 (20.30)

Director's recommendation for

Appropriation:

Transfer to General Reserve 100.47 ---

Proposed Dividend on Equity Shares @ 20% i. e. Rs. 2 per equity share of Rs. 10 each. (2009-10: Nil) 31.29 ----

Dividend Distribution Tax 37.51 ----

Surplus/ (Deficit) carried to 950.10 (20.30) Balance Sheet

2. Dividend:

Your Directors recommend a Dividend of Rs. 2/- per equity share (20%) for the financial year ended 31st March 2011 (Previous Year: Nil).

3. Company Restructuring:

Weizmann Group embarked on a restructuring exercise involving Merger of two subsidiaries of Weizmann Limited into Weizmann Limited & demerger of two Business Undertakings from Weizmann Limited into two Resultant Companies vide a Composite Scheme of Arrangement. The Scheme was sanctioned by Hon'ble High Court of Bombay vide its Order dated 29th October 2010. Pursuant to the Scheme the Forex Business Undertaking of Weizmann Limited with effect from 1st April 2010 stands transferred & vested into resultant Company Chanakya Holdings Limited. As per said Scheme and approval from Registrar of Companies, Mumbai, Maharashtra, name of Chanakya Holdings Limited was changed to Weizmann Forex Limited vide fresh Certificate of Incorporation issued on 29th December 2010. Pursuant to the Scheme your company issued 1,15,14,357 equity shares of Rs. 10 each to shareholders of Weizmann Limited, as on Record Date 10.12.2010 vide allotment- dated 16.12.2010.

Post allotment, Company listed its equity share capital on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from 28.06.2011.

4. Performance:

Your Company is a Registered Authorised Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing and is one of the Principal Representatives of Western Union Financial services, USA for money transfer services. The company has established its own branches of over 165 plus, about 260 extension counters exclusively for Western Union Money Transfer and has tied up with 6000 entities including public sector and private sector banks, NBFCs, large corporations as sub representatives and the aggregate outlets engaged in Western Union money transfer services for your company is over 32000 spread across India. Your Company is a Marketing agent for Co-branded Citibank World Money card (CWM) issued by Citibank and Travel Money Card issued by Axis Bank Ltd.

The company has tied up for money transfer with entities all over the country and they include leading Public and Private Sector Banks viz. Bank of Maharashtra, Canara Bank, Central Bank of India, Corporation Bank, Dena Bank, Dhanalakshmi Bank, Federal Bank, Indian Bank, Indian Overseas Bank, Punjab National Bank, Oriental Bank of Commerce, South Indian Bank, UCO Bank, Bharat Co- operative Bank, Nainital Bank, North Malabar Gramin Bank, The Lakshmi Vilas Bank, Pallavan Grama Bank, Cosmos Co-op Bank. Other entities include Stock Holding Corporation, BPCL Outlets, Centrum Direct, Muthoot Finance, Mannapuram Finance & Leasing, etc

During the year under review on a standalone basis, your Company posted a Total Income of Rs. 346,358.87 Lakh (previous year Rs.1.97 Lakh) resulting in a net profit of Rs. 1,339.67 Lakh (previous year Rs. 2.29) Lakh).

As the valued members are aware that your company is the resultant company in the matter of corporate restructuring of Weizmann Group as per the composite scheme of arrangement approved by Hon'ble High Court of Bombay on 29th October 2010 under which the forex business undertaking of Weizmann Limited was demerged into your company w.e.f. 1st April 2010 resulting in your company being engaged now in money changing and money transfer business. Consequently the Financials of current year and the previous year are not comparable.

5. Environment Protection:

With "Global Warming" the two dreaded words have been keeping world leaders awake on account of its tremendous adverse impact it could cause to our posterity.

In this context the world is left with no alternative but to maximize generation of power from renewable energy sources apart from taking other means like recycling, reusing, reducing the usage of carbon emitting products / items.

Your company being engaged in services of money changing and money transfer though has little avenues for reduction of impact of carbon emission through designing or carrying out research on their products.

Consequently your company as a basic philosophy that they too should contribute their little might in reducing the adverse impact to the environment, decided to invest in renewable energy sources like wind power project which is one of the most environment friendly, clean and green energy generation. The renewable energy from wind power project replaces the need for generating equivalent power from conventional sources and thus reduction in carbon emission into the atmosphere.

Your company in 2010-11 has invested about Rs.40 Crore in a 7.2 MW wind power project in Tamil Nadu. Based on opportunities and availability of good projects contributing to the environment, your company apart from continuing their business in core areas will have its long-term objective of playing its part in protection of environment by investing in different renewable energy projects in future.

6. Subsidiary and Joint Venture Companies:

Vedang Tours and Travels Limited, is a Subsidiary Company of your Company. The Statement pursuant to Section 212 of the Companies Act 1956 containing details of the Company's subsidiary as at 31st March 2011 is attached to the Annual Accounts.

The Consolidated Financial Statements of the Company and its Subsidiary prepared in accordance with Accounting Standard 21 prescribed under Companies (Accounting Standards) Rules form part of the Annual Report and Accounts.

A statement containing brief financial details of subsidiary company for the year ended 31st March 2011 is given and forms part of this Annual Report.

The Ministry of Corporate Affairs, Government of India vide their circular no. 5/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212 (8) of the Companies Act, 1956 from attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiary Company to the Balance Sheet of the Company, provided certain conditions are fulfilled. Annual Accounts of the Subsidiary Company will be made available to the shareholders on request. The Annual Accounts of the Subsidiary Company will also be kept for inspection at the Head Office of the Company.

During the financial year 2010-11, Company invested in a Joint venture Company Horizon Remit SDN BHD, Malaysia. Holding of Company is around 49.99% and value of Investment is Rs. 272.39 Lakhs as on 31st March 2011. The said Joint Venture Company is an agent of Western Union Network (Ireland) Limited. The Company is engaged in business of Money transfer both outward and inward in Malaysia. There are 16 branches across Malaysia.

7. Directors:

Mr. Chetan D. Mehra and Mr. Vishnu P. Kamath were appointed, as Additional Directors on 1st December 2010 and Dr. Punyadeo Ojha, Mr. Kishore M. Vussonji, Mr. Upkar Singh Kohli and Ms. Smita V. Davda were appointed, as Additional Directors on 4th March 2011, in accordance with Section 260 of the Companies Act 1956 and Article 37 of the Company's Articles of Association and will cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. H. V. Siraj, retires by rotation and being eligible offers himself for re-appointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual general Meeting and the explanatory statement thereto.

8. Directors' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

a. that in preparation of Annual Accounts for the year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and the Profit and Loss Account for the year ended 31st March 2011;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company preventing and detecting fraud and other irregularities.

d. that the Directors have prepared the annual accounts on a going concern basis.

9. Particulars of the Employees:

The Company does not have any employees whose particulars are required to be given under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, as amended up to date.

10. Disclosures of Particulars:

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the 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 outgo are as follows:

(Rs. in Lakh) YEAR ENDED YEAR ENDED 31st March 2011 31st March 2010

Foreign Exchange:

Earnings 113535.64 ----

Outgo 8.31 ----

11. Fixed Deposits:

Your Company has not accepted any fixed Deposits during the year, within the meaning of Section 58A of the Companies Act, 1956.

12. Auditors:

M/s. Sharp & Tannan, Chartered Accountants, Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for re- appointment for which they have given their consent. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under provisions of Section 224 of the Companies Act, 1956, the Company has obtained written confirmation from the above auditors proposed to be re-appointed to the effect that their re- appointment, if made at this Annual General Meeting will be within the limits specified in Section 224 (1B) of the Companies Act, 1956.

13. Cost Audit:

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011, and pursuant to Section 233B of the Companies Act, 1956, Company is required to get audited, Cost records mantained under Cost Accounting Records (Electricity Industry) Rules, 2001,by a Practising Cost Accountant, from the financial year beginning 1st April 2011.

Mr. K. N. Satyanarayana, Practising Cost Accountant was appointed as Cost Auditor to carry out audit of the Cost records of the Company for the financial year 2011-12.

14. Auditor's Report:

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self-explanatory.

15. Corporate Governance:

Your Company has complied with Corporate Governance requirement as per Clause 49 of the Listing Agreement with Stock Exchanges. A Report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors' Certificate on Corporate Governance forms part of Corporate Governance Report.

16. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with Stock Exchanges is annexed as Annexure II forming part of this Report.

17. Acknowledgement:

Your Directors express their grateful appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Sd/-

D. G. Siraj

Chairman

Place: Mumbai

Date : 10th August 2011

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