The Directors are pleased to present herewith the 37^th Annual Report of Ajcon Global Services Limited ('the Company' or "your Company" or "AGSL") along with the Audited Financial Statements for the Financial Year ended on 31.03.2024 ("financial year under review").

The performance of the Company for the financial year ended 31.03.2024 is summarised below:

FINANCIAL RESULTS

The above figures are extracted from the Financial Statements prepared in accordance with Indian Accounting Standards ("IND AS") as notified under Section 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

OPERATIONS:STANDALONE

The operations of the Company for the year under review have resulted in the EBIDTA of ^ 223.45 Lacs as against ^145.40 Lacs in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of ^104.29 Lacs as against ^48.01 Lacs in the previous year. The Company's operations are dependent majorly on market & economy. However, your Board of Directors expects better performance in the current year.

CONSOLIDATED

The operations of the Company along with its subsidiaries on consolidated basis for the year under review have resulted in the EBIDTA of ^ 281.49 Lacs as against ^192.16 Lacs in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of ^ 129.96 Lacs as against ^57.36 Lacs in the previous year. The Company's operations are dependent majorly on market & economy. However, your Board of Directors expects better performance in the current year.

DIVIDEND

In order to conserve the resources for working capital needs, your Directors do not recommend any dividend. TRANSFER TO RESERVES

Your Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2024.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business during the financial year 2023-24.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was ^6,11,62,000/- divided into 61,16,200 equity shares of ^10/- each. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity to any stakeholders of the Company.

DEPOSITORY

As on 31.03.2024, out of the Company's total paid-up Equity Share Capital of 61,16,200; 58,41,095 (95.50%) were held in dematerialised mode both on CDSL & NSDL and 275,105 (4.50%) were held in physical mode. The Company's Equity Shares are compulsorily tradable in electronic form.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for FY 2023-2024 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and as stipulated under Regulation 33 of the SEBI (LODR) Regulations, 2015 as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor's Report therefrom form part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1.

Further pursuant to the provisions of Section 136 of the Companies Act, 2013 the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary Companies will also be kept open for inspection by any member. The member can send an e-mail to cs@ajcon.net up to the date of the AGM and the same would also be available on the Company's Website at https://www.ajcononline.com/wp-content/uploads/Annualreport/ajconglobal/An agsl2024.pdf

SUBSIDIARY COMPANIES

The Company has one (1) subsidiary and two (2) wholly owned subsidiaries namely Ajcon Finance Limited (78.87% holding), Ajcon Comtrade Private Limited (100% Holding) and Kanchanmanik Securities Private Limited (100% holding) respectively, as on 31.03.2024.

There are no associate companies or joint venture within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

A separate statement containing the salient features of the financial statements of all the subsidiary companies of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

Pursuant to the provisions of section 136 (1) of the Act, the financial statements including the consolidated financial statements, financial statements of the subsidiary companies and all other documents required to be attached to this report have been uploaded on the website of your Company (www.aicononline.com).

The financial performance of the subsidiary companies included in the consolidated financial statements of your Company is set out in the note No. 35 of the Notes to Accounts in Consolidated Financial Statements.

PUBLIC DEPOSITS

During the financial year 2023-2024, your Company has not accepted or renewed any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its members or the public.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The details of loans and investments are given in the Notes to the Financial Statement forming part of Annual Report of the Company. During FY 2023-24, the Company has not given guarantee to any of its subsidiaries, associate companies and other body corporates and persons.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet. Therefore Company has not constituted a Corporate Social Responsibility Committee. The provisions of a Corporate Social Responsibility shall be complied with by the Company as and when applicable in the near future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st March, 2024 & 27^th May, 2024 (Date of Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31^st March, 2024) and the date of the Report (27^th May,2024).

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL

The Board has, on the recommendation of the Nomination & Remuneration Committee of the Company framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient aspects of the said policy, covering in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report of the Company which forms part of this Report.

The Managing Director and Whole-Time Directors of the Company do not receive any remuneration from any of the subsidiary companies of the Company.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES:

The ratio of remuneration of each director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure - A".

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, this report is being sent to the members without this annexure whose email addresses are registered with the Company/ Depository Participants via electronic mode which shall be available for inspection by the members via electronic mode. If any member interested in obtaining such information may write to the Company Secretary of the Company in this regard or send an email to cs@ajcon.net.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL

a) Appointments, Reappointments and Changes in Board of Directors

During the year Mr. Narayan Tulsiram Atal (DIN: 00237626) and Mr. Samir Biswas (DIN: 02559909), Non-Executive Independent Directors of the Company retired w.e.f 31.03.2024 on completion of their two consecutive terms of 5 years each.

The Board puts on record its deep sense of gratitude to Mr. Narayan Tulsiram Atal and Mr. Samir Biswas for their guidance & support at all the time during their tenure as the Independent Directors of the Company.

The Board in its meeting held on Thursday, 28.03.2024 has appointed Mr. Rahul Atal (DIN: 10550966) and Mrs. Beverly S N Avalani (DIN: 10555207) as Non-Executive Independent Directors w.e.f 01.04.2024 subject to approval of members in the ensuing Annual General Meeting.

In accordance with the provisions of Companies Act, 2013 Mr. Ankit Ajmera (DIN: 00200434), Executive Director retires by rotation and being eligible has offered himself for re-appointment.

b) Key Managerial Personnel

During the year Mr. Puspraj Pandey, resigned as Company Secretary & Compliance Officer w.e.f. 18.12.2023 and the Board on the recommendation of Remuneration & Nomination Committee appointed Mr. Kaushal Shukla (ICSI M. No.: A39234) as a Company Secretary & Compliance Officer of the Company in his place w.e.f 30.01.2024 in compliance with the applicable laws. The Board puts on record its deep sense of appreciation for the dedicated services rendered by Mr. Puspraj Pandey during his tenure as the Company Secretary & compliance officer of the Company.

Mr. Ashok Ajmera (Chairman, Managing Director & CEO), Mr. Ankit Ajmera (Whole -Time Director & CFO), Mr. Anuj Ajmera (Whole -Time Director) and Mr. Kaushal Shukla,(Company Secretary) are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of 'Independent Director' as mentioned under Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations were placed before the Board which was duly noted.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of companies Act, 2013 and in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and Risk Management Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. During the year under review, the Independent Directors of your Company carried out the performance evaluation of Non- Independent Directors and Chairperson at a separate meeting of Independent Director and the Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, reappointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the Nomination and Remuneration Policy of the company.

FAMILIARISATION PROGRAMME

Whenever any person joins the Board of the Company as a Director, an induction program is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of the industry in which the Company operates, and business model of the Company.

The detail of such familiarization programs has been disclosed on the Company's website at https://www.ajcononline.com.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adhered to the principles of sound risk management and has a Risk Management Policy in Place.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter-alia are Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and

monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has a whistle blower policy in place for its Directors and Employees to report concern about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees has been denied access to the Audit Committee of the Board. The Whistle Blower Policy is available on the website of the Company i.e. https://www.ajcononline.com During the year, under review, the Company did not receive any compliant under the said Mechanism.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has constituted four (4) committees, viz;

a) Audit Committee (AC)

b) Nomination and Remuneration Committee (NRC)

c) Stakeholder's Relationship Committee (SRC)

d) Risk Management Committee (RMC)

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Corporate Governance Report which forms part of this Annual Report.

BOARD DIVERSITY

Your Company has over the years been fortunate to have eminent persons from diverse fields as Directors on its Board. The Nomination and Remuneration Committee (NRC) has formalized a policy on Board Diversity to ensure diversity of experience, knowledge, perspective, background, gender, age and culture from time to time.

BOARD MEETINGS

Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly results of the Company. The Board of Directors of the Company met Five (05) times during the Financial Year 2023-2024 on 24.05.2023 10.08.2023, 09.11.2023, 30.01.2024 and 28.03.2024. The details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap between the two board meetings.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

All Related Party Transactions are placed before the Audit Committee & Board for their approval whenever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the Related Party Transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website https://www.ajcononline.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

AUDITORS

The Members of the Company at the 35^thAnnual General Meeting ('AGM') held on 28^thSeptember, 2022, approved the appointment of M/s. Bhatter & Co., Chartered Accountant, Mumbai (Firm Registration No. 131092W) as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 35^thAGM till the conclusion of the 40^thAGM, as recommended by the Audit Committee and approved by Board of Directors of the Company.

The Company had received the consent letter and eligibility certificate from M/s. Bhatter & Co., w.r.t. the said appointment pursuant to the provisions of Section 139 of the Companies Act, 2013.

Statutory Audit and other fees paid to Statutory Auditors

During FY 20232-2024, the total fees for the statutory audit and other services rendered by the Statutory Auditors are given below:

AUDITORS' REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31^stMarch, 2024 are self-explanatory and therefore do not call for any explanations or comments. There is no qualified or modified opinion on any matters made by them.

REPORTING OF FRAUDS BY STATUTORY AUDITORS

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Companies Act read with Companies (Accounts) Rules, 2014.

SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has engaged the services of M/s. Kothari H. & Associates, Company Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2024. Remarks given by the Secretarial Auditor in their report for the F.Y. 2023-2024 are selfexplanatory. There is no qualification or adverse remarks made by them.

The Secretarial Audit's Report (in E-Form No.: MR. 3) is attached as "Annexure- B" to this Report.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the organization's risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations.

The internal audit plan is developed based on the risk profile of business activities of the Company. The audit plan is approved by the Audit Committee, which regularly reviews the compliance to the plan. The audits are carried out by an independent external firm and the in-house internal audit team of the Company.

M/s. Atul Donde & Co., Chartered Accountants, Mumbai have conducted the internal audit periodically and submitted their reports to the Audit Committee and their reports were reviewed by Audit Committee from time to time and found to be satisfactory.

The objective of the Internal Audit is to:

> Review adequacy and effectiveness of operating controls;

> Review the adequacy of the supervisory control mechanisms;

> Recommend improvements in policies and procedures;

> Report significant observations and recommendations for process improvements; and

> Review and report progress on implementation of the control improvements

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company nor the operation of your Company are energy intensive. However, the disclosure regarding the same are set-forth below:

a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources. Company follows principles of "Green IT".

b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations. However, during the year there was no acquisition of new technology.

c) Foreign Exchange Earning & Outgo: During the year foreign exchange earnings was Rs. 4,62,303/- (P.Y. Nil). The expenditure in foreign currency amounted to Rs. 2,50,278/- (P.Y. NIL).

TRANSFER OF EQUITY SHARES/ DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. During the year, the Company was not required to transfer the unpaid or unclaimed dividends/shares to the Investor Education and Protection Fund (IEPF) established by the Central Government since the Company has not declared any dividend in the financial year 2014-2015.

The Company has also uploaded the details of the shareholders whose shares/dividend were transferred to IEPF on its website viz., www.ajcononline.com

Claim from IEPF Authority Members/Claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in e-Form IEPF- 5 (available on www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules. No claim shall lie against the Company in respect of the dividend/shares so transferred.

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

SECRETARIAL STANDARDS

Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2) are applicable to the Company. The company has complied with the provisions of both the Secretarial Standards.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Your Directors further state that, as on date there is no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors confirms that:

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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 the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that system to ensure compliance with the provisions of all applicable laws were in place and was adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

B. Neither the Managing Director nor the Whole-time Directors of the Company have received any remuneration or commission from any of its subsidiaries.

C. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Company's bankers, Institutional and Retail clients and customers, Regulators, Exchanges and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the Company. The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the executives and staffs at all the levels and hopes that they would continue their dedicated efforts in the future also.