Walchand Peoplefirst Ltd Directors Report

To,

The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 105^th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2025. The State of the Companys Affairs:

1. KEY FINANCIAL HIGHLIGHTS :

Particulars	For the Year ended 31.03.2025	For the Year ended 31.03.2024
	(Amount Rs. in lakhs)	(Amount Rs. in lakhs)
Profit before interest, depreciation and taxation *	258.93	508.75
Less: Interest	(5.21)	(6.54)
Less: Depreciation/ Amortisation	(39.70)	(48.69)
Less: Provision for Taxation – Current / earlier years	(72.50)	(96.51)
Add / (Less): Deferred Tax recognized	38.73	(15.39)
Net Profit *	180.26	341.62
Add/(Less): Other Comprehensive Income	3.54	(2.06)
Profit after Other Comprehensive Income *	183.80	339.02
Add: Balance brought forward	1957.62	1647.64
Amount available for appropriation	2141.41	1986.66
Less: Dividend paid	(29.04)	(29.04)
Less: Dividend Tax	-	-
Balance carried to Balance Sheet	2112.37	1957.62

Total income achieved during the year under review of 2024-25 is 13% higher at INR 3346.65 lakhs as against INR 2960.10 lakhs in the previous year. Income from business operations of the Company has been INR 3079.90 lakhs as against INR 2,615.55 lakhs in the previous year, showing an increase of 18%, on account of market penetration through Franchisees and new customer acquisition. The Company achieved total EBITDA of 8% on total income as compared to 17% last year. The decrease in EBIDTA is mainly on account of necessary additional investments in people, process and franchise management which shall provide us returns in the forthcoming year. Further, there has been an impact on investments valuation due to market volatility. However, the Companys exposure is limited. After providing for current tax of INR 72.50 lakhs, deferred tax income of INR 38.73 lakhs and Other Comprehensive expense of INR 3.54 lakhs, the net profit of the Company is INR 183.80 lakhs as against the net profit of INR 339.02 lakhs in the previous year, showing a reduction of Rs. 155.22 lakhs. We have a resultant total PAT of 5% on total income as compared to 11% last year.

2. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business by the Company which impacted the financial position of the Company during the period under review.

3. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs.1/- per equity share of the company for the Financial Year ended 31^st March, 2025.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of energy –

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(B) Technology Absorption –

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(C) Foreign exchange Earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows:

A. Expenditure in Foreign Currency	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
	(INR. in lakhs)*	(INR. in lakhs)*
Royalty Remitted	256.19	231.05
Others	79.75	68.54

 

B. Earnings in Foreign currency	Financial Year ended 31.03.2025	Financial Year ended 31.03.2024
	(INR. in lakhs)*	(INR. in lakhs)
Others	97.01	155.57

*Expenses are grossed up.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as follows:

ECONOMIC TRENDS: GLOBAL

In April 2025, the United States, President Donald Trump implemented significant tariffs imposing a baseline 10% levy on imports from multiple countries, escalating to 20% for the EU and 25% on foreign cars. These measures have led to significant global market disruptions, erasing nearly 5.5 trillion in value in the first couple of days. However, nearly unanimously, economists expressed grave concerns that these protectionist measures would adversely affect global trade and consequently and the GDP of all countries affected. Apprehensions about a global recession are circulating the world has plunged into uncertainty of alarming proportions. The World Bank has cautioned that these tariffs could dampen global economic growth by 0.3 percentage points if trading partners retaliate, potentially reducing U.S. growth by 0.9% in 2025. Developing economies might experience their weakest growth since 2000, facing challenges like high debt, subdued investment, manufacturing decline, currency fluctuations and escalating costs related to climate volatility. We are in a slippery slope. India is no exception. Similarly, while the International Monetary Fund (IMF) had projected global growth at 3.3% for 2025, a slight increase from 3.2% in 2024, it now highlights that Trumps proposed policies, including substantial tax cuts, import tariffs, deregulation efforts, and mass deportations, introduce disconcerting uncertainties. These measures could lead to higher inflation, disrupt labour markets, and pose risks to financial stability. Market reactions reflect these concerns. A political confrontation is brewing too between Greenland, Canada, Iran, Mexico, EU and China against the US as they retaliate against US hegemony. Despite these challenges, some analysts remain cautiously optimistic. They suggest that Trumps policies might be strategic negotiation tactics rather than permanent measures. They are sanguine that global growth could be around 3.2% to 3.3% in 2025, with the U.S. achieving a soft landing and regions like Europe and China potentially accelerating, provided trade tensions do not escalate significantly.

OPPORTUNITIES AND CHALLENGES: INDIA

Indias economic outlook for the fiscal year 2025-26 reflects the global trends; uncertainty and modest expectations. In fact, as many experts have theorized, we are in a structural slowdown. All the four parameters of GDP, private capital expenditure, exports, aggregate demand and government expenditure (GE) are looking relatively weaker than the preceding year, with an over-dependence on the latter component. It has been hoped that GE will crowd-in private investment and create more jobs. That has not transpired. Indias manufacturing share in GDP has declined. However, despite these global challenges, Indias economy is projected to grow at 6.5% in FY 2025-26. This projection is underpinned by a rise in private investment (on account of higher household expenditure following the tax relief to the middle-class in the budget) and macroeconomic stability, reinforcing Indias position as one of the fastest-growing major economies. Inflation has lowered after being considerably high, prompting an interest rate cut (the first one in five years) by the RBI which brought the repo rate down by 25 basis points to 6.25%. Indias economic outlook for FY 2025-26 is characterized by some much-needed reforms and fiscal measures aimed at sustaining growth and development. The governments focus on infrastructure, agriculture, and export promotion, coupled with accommodative monetary policies, positions the economy for continued resilience amidst global challenges. But it must be added as a cautionary note that there are several risk factors; tariff pressures from US may affect some domestic industry so far sandbagged against competition, rising import bill as India acquiesces to buying from the US which according to some Analysts suggest that Indias GDP could contract by 0.1% - 0.6% as a result of US Tariffs Risks.

OUTLOOK, RISKS AND CONTROL: BUSINESS

While the economy is likely to be above average without being spectacular, there are some sectors that should witness greater traction. Among them are the following: Renewable Energy: India is accelerating its transition to renewable energy, aiming for 500 GW of installed capacity by 2030. The governments Production-Linked Incentive (PLI) scheme has attracted substantial investments, fostering growth in solar and wind energy. This expansion is expected to create numerous employment opportunities and position India as a leader in renewable energy production. Since we already have a footprint in the conventional fossil fuels industry, our clients include many oil companies, we hope to transition to training a different talent pool here. Information Technology: The IT sector continues to be a cornerstone of Indias economy, with revenues projected to reach $350 billion by 2026, growing at a compound annual growth rate (CAGR) of 22-23%. Advancements in cloud computing, artificial intelligence, and the Internet of Things are driving this growth. The sectors contribution to GDP is expected to rise from 7.5% to 10% by 2026, underscoring its pivotal role in economic development. Once again, we foresee a strong performance in this area as we have worked with the biggest and the best, including both local and multinational IT hardware and software majors. We stand to gain. Healthcare and Pharmaceuticals: Indias healthcare sector is expanding rapidly, projected to reach $638 billion by 2025. This growth is fuelled by rising incomes, an aging population, and increased health awareness. The pharmaceutical industry, a global leader in generic drugs, is also experiencing significant growth, with exports

17 increasing by 22% year-over-year in 2025. Innovations in biotechnology and telemedicine are further enhancing the sectors prospects. We also anticipate the wellness and fitness industry, post-pandemic, to be on a vertical growth path. We are looking at this sector as a buoyant one in the years ahead. Infrastructure and Capital Goods: The governments commitment to infrastructure development, with an allocation of 11.11 lakh crore in the 2024-25 Union Budget, is driving growth in this sector. Investments in railways, highways, airports, ports, and smart cities are expected to enhance connectivity and stimulate economic activity. Companies involved in construction and engineering are poised to benefit from these developments. We expect large domestic corporates to be partners in this public-private participation model, with an ancillary growth in the MSME sector too. We feel that the latters revival could impact the countrys GDP growth too. We possess good expertise and have an impressive list of customers in this sector. Banking and Financial Services: The financial sector is experiencing robust growth, with rising credit demand and rapid adoption of digital banking solutions. Indias fintech market is expected to grow at a CAGR of 20% by 2030, offering a mix of stability and innovation. The monetary policy decision to reduce interest rates by the Reserve Bank of India is expected to further stimulate credit growth, benefiting financial institutions, right down to more consumer lending. We have some marquee names from the BFSI sector who are long-term partners with us. Besides, if the spending does increase, we feel that trade and hospitality, automobiles, entertainment and FMCG sectors could see a sharp upward momentum.

CAUTIONARY STATEMENT: RISK FACTORS

Indias economic growth in 2025-26 faces several risks. First, global economic uncertainty, including inflationary pressures and geopolitical tensions, could disrupt trade and investments. A potential slowdown in key international markets like the U.S. and China could affect exports and foreign direct investment. This could force companies to cut back on L&D budgets as they are seen as important but form part of discretionary expenditure that can be easily deferred in times of crisis. Second, domestic factors such as rising inflation, particularly food and fuel prices, could erode purchasing power and consumer confidence should there by a sudden rise in demand (post tax-cuts) which is not met with augmented supply. Our public programs may suffer if the projected growth does not take off as individuals will prefer savings. We do think that the Education, Government, Public Sector and CSR activities will be robust as they are not going to be adversely affected by the cyclicality or the volatility that may be expected both in the stock-markets and the economy, on trade wars and currency fluctuations. And therefore, this year, our Walchand Plus business will have to play a critical role. Of course, our strategic move to start a Franchise model across the country to have a coverage in all the 28 states of India, should in the medium-term, take us to new heights.

INTERNAL CONTROLS AND SYSTEMS: TECHNOLOGY AND PROCESSES

Our company has always believed that ethics, operational controls and due diligence in following statutory requirements are fundamental for a successful company. Ethical practices build trust with stakeholders, ensuring long-term sustainability and positive brand reputation. Operational controls, including clear policies and procedures, help streamline processes, mitigate risks, and ensure consistency in day-to-day activities. Due diligence is crucial for identifying potential risks, making informed decisions, and maintaining compliance with legal and regulatory requirements. Together, these elements create a strong foundation for a company to thrive, protect its assets, and avoid legal or financial pitfalls. They foster a culture of responsibility, transparency, and accountability, driving long-term business success.

We are constantly upgrading our processes, doing internal audits, and upgrading software for security. Our Audit Committee has uncompromising yardsticks.

FINANCIAL PERFORMANCE

Total income achieved during the year under review of 2024-25 is 13% higher at INR 3346.65 lakhs as against INR 2960.10 lakhs in the previous year. Income from business operations of the Company has been INR 3079.90 lakhs as against INR 2,615.55 lakhs in the previous year, showing an increase of 18%, on account of market penetration through Franchisees and new customer acquisition. The Company achieved total EBITDA of 8% on total income as compared to 17% last year. The decrease in EBIDTA is mainly on account of necessary additional investments in people, process and franchise management which shall provide us returns in the forthcoming year. Further, there has been an impact on investments valuation due to market volatility. However, the Companys exposure is limited. After providing for current tax of INR 72.50 lakhs, deferred tax income of INR 38.73 lakhs and Other Comprehensive expense of INR 3.54 lakhs, the net profit of the Company is INR 183.80 lakhs as against the net profit of INR 339.02 lakhs in the previous year, showing a reduction of Rs. 155.22 lakhs. We have a resultant total PAT of 5% on total income as compared to 11% last year. The Company has a single segment namely ‘Training. For Ratios, refer Note No. 34 of the Financial Statement.

HUMAN RESOURCES: THE PEOPLE FACTOR

As a company that is in the HR ecosystem, we realize that we need to set both internal standards and external benchmarks in employee engagement, work culture and performance management. In 2025, good HR practices and a positive work culture are more important than ever for a companys success. As businesses evolve in a highly competitive global market, HR plays a pivotal role in attracting, retaining, and developing top talent. A strong HR department ensures that the right people are hired, and that they are supported through ongoing training, performance management, and career development. We believe that a strong culture that emphasizes inclusivity, transparency, and open communication ensures that all our employees feel heard and respected and are aligned with the companys mission and values.

7. ANNUAL RETURN:

Annual Return pursuant to Section 92 (3) of the Companies Act, 2013, read with Section 134(3)(a) and rule 12(1) of the Companies (Management & Administration) Rules, 2014 for the Financial Year ended 31^st March 2025 is available on the Companys website and is available at the following link: https://www.walchandpeoplefirst.com/wp-content/ uploads/2025/05/Draft-Form_MGT_7-Upload.pdf

8. 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 for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

9. THE DETAILS IN RESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information. The Internal Auditors consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Board of Directors & Key Managerial Personnel:

Ms. Pallavi Jha (DIN: 00068483) has been re- appointed as Chairperson and Managing Director of the Company for a period of three (3) years and to fix her remuneration for a period of three (3) years commencing from 01^st June, 2024 to 31^st May, 2027 on recommendation of the Nomination and Remuneration Committee in the Board Meeting held on 9^th May, 2024.

Mr. Sanjay Jha (DIN: 00068519) has been re-appointed as Whole-Time Director of the Company for a period of three (3) years and to fix his remuneration for a period of three (3) years commencing from 01^st June, 2024 to 31^st May, 2027 on recommendation of the Nomination and Remuneration Committee in the Board Meeting held on 9^th May, 2024.

Mr. Nachiket Sohani (ACS 48562) has been appointed as Company Secretary & Compliance Officer of the Company w.e.f 30^th July 2024.

• Retirement by Rotation

Ms. Pallavi Jha retires by rotation and being eligible, offers herself for re-appointment in the ensuing Annual General Meeting.

Except as mentioned above during the year under review there has been no change in the Directors and Key Managerial Personnel.

S r No. . Date of the Meetings	Venue and Time of the Meetings	Directors present	Directors to whom Leave of Absence is granted
1. 09/05/2024	1st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai–400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
2. 30/07/2024	1st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai–400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
3. 28/10/2024	1st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai–400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
4. 28/01/2025	1st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai–400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None

10. BOARD MEETINGS:

The Board of Directors (hereinafter called as "the Board") met four times during the year under review:

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

In terms of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations, Mr. H. N. Shrinivas, Mr. Jehangir Ardeshir, Mr. Joseph Andrew Jude Pereira are the Independent Directors of the Company as on date of this Report.

The Company has duly complied with the definition of ‘Independence according to the provisions of Section 149(6) of the Companies Act, 2013 read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Directors have submitted a declaration that they meet the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

13. STATEMENT REGARDING THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF THE INDEPENDENT DIRECTORS:

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors managed by IICA (Indian Institute of Corporate Affairs); and are either exempt or have completed the online proficiency self -assessment test conducted by IICA the in accordance with the provisions of Section 150 of the Companies Act, 2013.

14. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee comprises of:

Name of Members	Designation
Mr. H. N. Shrinivas	Chairman
Mr. Jehangir Ardeshir	Member
Mr. Joseph Pereira	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees. Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification Positive Attributes Independence Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178 (3) and (4) of the Companies Act, 2013 is published on the website of the Company at https://www.walchandpeoplefirst.com/wp-content/ uploads/2022/05/Remuneration-Nomination-Policy.pdf The Nomination & Remuneration Committee met two times during the financial year ended on March 31, 2025, at their meeting held on May 09, 2024 and July 30, 2024.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. H. N. Shrinivas	Chairman	2	2
Mr. Jehangir Ardeshir	Member	2	2
Mr. Joseph Pereira	Member	2	2

II. Audit Committee:

The Audit Committee of the Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation. The Audit Committee comprises of:

Name of Members	Designation
Mr. Joseph Pereira	Chairman
Mr. Sanjay Jha	Member
Mr. Jehangir Ardeshir	Member

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met four times during the financial year ended on March 31, 2025, at their meeting held on May 09, 2024, July 30, 2024, October 28, 2024, and January 28, 2025.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Joseph Pereira	Chairman	4	4
Mr. Sanjay Jha	Member	4	4
Mr. Jehangir Ardeshir	Member	4	4

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Stakeholder & Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Stakeholder & Relationship Committee comprises of:

Name of Members	Designation
Mr. Jehangir Ardeshir	Chairman
Mr. Sanjay Jha	Member
Ms. Pallavi Jha	Member

The Stakeholders Relationship Committee met four times during the financial year ended on March 31, 2025, at their meeting held on May 09, 2024, July 30, 2024, October 28, 2024 and January 28, 2025. The attendance of the members at the Stakeholders Relationship Committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Jehangir Ardeshir	Chairman	4	4
Mr. Sanjay Jha	Member	4	4
Ms. Pallavi Jha	Member	4	4

IV. The Vigil Mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys Code of Conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (www.walchandpeoplefirst.com).

15. QUALIFICATIONS GIVEN BY THE AUDITORS: The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2025 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

16. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company. All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature. The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the companys website at the below mentioned link: www.walchandpeoplefirst.com under the tab "Investor Section." 17. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As required under Section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act,

2013 on Code of Conduct for Independent Directors a comprehensive exercise for evaluation of the performances of every individual Director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried out by your Company during the year under review as per the evaluation criteria approved by the Board and based on the guidelines given in Schedule IV to the Companies Act, 2013. For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating director has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of six. Such evaluation exercise has been carried out: i. of Independent Directors by the Board; ii. of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose on 28^th January, 2025; iii. of the Board as a whole by all the Directors; iv. of the Committees by all the Directors; v. of the Chairperson of your Company by the Independent Directors in separate meeting after taking into account the views of all the Directors; vi. of the Board by itself.

Having regard to the industry, size and nature of business your Company is engaged and the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. The Independent Directors of the Company are evaluated by the Non-Executive Directors and the other Directors of the Board. The criteria for the evaluation of the Independent Directors are: a. Attendance record; b. Possesses sufficient skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions; c. Able to challenge views of others in a constructive manner; d. Knowledge acquired with regard to the companys business/activities; e. Understanding of industry and global trends; f. Any qualitative comments and suggestions for improving effectiveness.

18. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Shareholders at their 100th Annual General Meeting held on July 29, 2020 had approved the appointment of M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036), to act as the Statutory Auditors of the Company for the term of 5 (Five) consecutive years period commencing from financial year 2020-21 and who shall hold office from the conclusion of 100th Annual General Meeting till the conclusion of 105th Annual General Meeting to be held for the financial year 2024-25. Further, the Board of Directors recommends to the shareholders to appoint M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036), to act as the Statutory Auditors of the Company for the term of 5 (Five) consecutive years and who shall hold office from the conclusion of 105th Annual General Meeting till the conclusion of 110th Annual General Meeting to be held for the financial year 2029-30. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

19. SECRETARIAL AUDITOR REPORT:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report from a Practicing Company Secretary. (Annexure I)

Accordingly, M/s. Nilesh Shah & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors by the Board on October 28, 2024, to issue Secretarial Audit Report for the financial year 2024-2025. Secretarial Audit Report issued by M/s. Nilesh Shah & Associates in Form MR-3 for the financial year 2024-2025 dated 12^th May 2025, forms part of this report.

Observations of Secretarial auditors for the year ended March 31, 2025: The replies to the comments of Secretarial Auditors in Auditors Report are as follows: The technical delays were raised to respective authorities through the ticket and were subsequently filed.

20. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board has on April 01, 2023, appointed M/s. SMMP & Company, Chartered Accountants as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-2024 to 2027-2028.

21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

22. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

There are no New Subsidiary/ Joint Ventures/ Associate Companies in our Company.

23. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

Sr. No. Name of the Company	Subsidiary/ Joint Venture/ Associate Company	Date of cession of Subsidiary/ Joint ventures/ Associate Company.
N.A.	N.A.	N.A.

24. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the top 1000 listed entities need to adopt Risk Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed of during the financial year 2024-2025.

• No. of Complaints Received: NIL

• No. of Complaints Disposed of: NIL

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

26. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India during the financial year 2024-25.

27. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143 (12) OF COMPANIES ACT, 2013:

There were no incidents of reporting of frauds by the Statutory Auditors of the Company which are required to be disclosed under Section 143 (12) of Companies Act, 2013.

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY:

The Company has made investments as listed under note no.5 of the Financial Statement.

The Company has not given any loans.

The details of the bank guarantee are noted in the LIG Committee and Board meeting as per Section 186 of Companies Act, 2013 for the year ended 31^st March, 2025. Further, the Company had not given loan to firm/ companies in which the Directors are interested under Schedule V -Part C of Corporate Governance Report sub point 10 (m) of SEBI (Listing Obligation disclosure requirement) Regulation 2015 for the year ended 31^st March 2025.

30. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT – 7 of the Annual Return. The Company has uploaded the Form MGT-7 on its website in which the details of remuneration is given and form MGT-7 is available at the following link: https://www.walchandpeoplefirst.com/wp-content/ uploads/2025/05/Draft-Form_MGT_7-Upload.pdf

31. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under Section 135(1) of the Companies Act, 2013.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATION IN FUTURE:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and companys operation in future.

33. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. such accounting policies have been selected and applied consistently and the Directors 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 as on March 31, 2025, and of the profit/loss of the Company for that year; c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts of the Company have been prepared on a going concern basis; e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information and; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

34. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

35. DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

36. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any one-time settlement with banks or financial institutions and therefore, no details of Valuation in this regard is available.

37. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

38. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

39. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

40. CRITERIA FOR MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS: Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at: https://www.walchandpeoplefirst.com/wp-content/ uploads/2022/04/CRITERIA-OF-MAKING-PAYMENTS-TO-NONEXECUTIVE-DIRECTORS.pdf

41. PARTICULARS OF EMPLOYEES:

The particulars of remuneration to Directors and employees and other related information required to be disclosed under Section 197 (12) of the Companies Act, 2013 read with sub Rule 1 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder are given in "Annexure II" to this Report.

As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended as Annexure II to this report. Further the Company has no employee who is in receipt of remuneration of either:

1. Rs. 8,50,000 /- per month or Rs. 1,02,00,000/- per annum or

2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company.

42. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during the financial year 2024-2025.

43. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2024-2025 is enclosed with the annual report.

44. CODE OF CONDUCT:

The Board has laid down a specific Code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

45. INSIDER TRADING:

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading. The Company has also adopted a Prohibition of Insider Trading Policy.

46. MEANS OF COMMUNICATION:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companys Website and stipulated communications to the Stock Exchange where the Companys shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companys Policies etc.

47. HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement. As on March 31, 2025, there were a total of 61 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

48. WEBSITE:

The Company has a functional website as www. walchandpeoplefirst.com Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

49. DISCLOSURE PURSUANT TO SCHEDULE V PART II SECTION II OF COMPANIES ACT, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

50. INDIAN ACCOUNTING STANDARDS– IFRS CONVERGE STANDARDS:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

51. LISTING ON STOCK EXCHANGE:

The equity shares of the Company are listed on the Main Board of BSE Limited.

52. DEPOSITORY SYSTEM:

Your Companys equity shares are in Demat form. The Company has appointed Central Depository Services (India) Limited (CDSL) as designated depository to the Company.

53. AWARDS AND ACHIEVEMENTS:

Your Company has a long list of Awards and Recognition during its long legacy of more than one hundred years. The Company has been felicitated at various forums by valuable stakeholders in the business.

54. ANNUAL LISTING FEES TO THE STOCK EXCHANGES:

The Company has listed its equity shares on the Main Board of BSE Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2024-2025 and F.Y. 2025-2026.

55. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

Sd/-

Ms. Pallavi Jha

Chairperson & Managing Director

DIN: 00068483

Address: Construction House, 1st Floor, 5-Walchand

Hirachand Marg, Ballard Estate,

Mumbai, Maharashtra, 400001

 

Place: Mumbai

Date: 12th May 2025