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

1. FINANCIAL RESULTS

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 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

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%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

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

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.

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:

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 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 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;

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, 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

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 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 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.

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.

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 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

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:

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 31.03.2023 : 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

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 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 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 II.

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

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

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-III.

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

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.

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 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.

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 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.

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 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%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.