Wallfort Financial Services Ltd Directors Report

Dear Members,

The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2025.

Summary of operations/results

The financial results of the Company for the year ended March 31, 2025 as compared to that of previous year are summarized as under:

(in 000)

	Financial Year	Financial Year
Particulars	2024 - 25	2023 - 24
Revenue from operations	3,33,550.96	5,08,062.24
Other Income	2,603.13	953.22
Profit/(Loss) before tax	1,48,778.48	3,64,242.64
Profit/(Loss) after tax	1,20,048.43	2,96,116.14

Companys Affairs & Financial Performance

In comparison to previous year, the performance for FY 2025 saw a considerable decline in the profitability due to a sharp fall in the value of investments during the second half of the financial year led by global macro factors and tariff headwinds.

During FY 2025, the company reported a net profit of Rs. 1,20,048.43 Thousands as against a profit of Rs. 2,96,116.14 thousands in FY 2024.

Transfer to reserves

The Board of Directors of your Company, has decided not to transfer any amount to the reserve for the year under review.

Dividend & Transfers to IEPF

Your Board does not recommend any dividend for the financial year ended March 31 2025. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.

Change in the nature of business

No changes occurred in the nature of business during the financial year ended March 31, 2025 and till the date of issue of this report.

Deposits

The Company has not accepted any deposits and as such, no amount of principal or interest is outstanding as of the Balance Sheet date.

Internal Financial Control (IFC)

Your Companys internal control system (including Internal Financial Controls and with reference to Financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization and the protection of the Companys assets.

The Company has appointed M/s. Rashmi Jain and Associates, Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.

Significant and material orders

There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.

Subsidiaries, Joint Ventures and Associate Companies

Your Company does not have any subsidiaries or associate companies; also it has not entered into any joint venture agreements with any other entities.

Share Capital

The paid-up Equity Share Capital as at March 31, 2025 stood at 9,68,72,000/-

There was no change in the paid-up share capital during the year under review.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

Statutory Auditors

The Members have at the 27 Annual General Meeting of the Company held on 27 September, 2022 approved the appointment of M/s. Kochar & Associates, Chartered Accountants (Firm Registration No. 105256W) as the Statutory Auditors of the Company for a period of consecutive five years from the financial year 2023-24, to hold office from the conclusion of the 27 AGM till the conclusion of the 32 AGM of the Company to be held in the calendar year 2027.

Accordingly, M/s. Kochar & Associates, shall continue as the Statutory Auditors till the 32 AGM of the Company to be held in the calendar year 2027.

Auditors Report

The statements made by the auditors in their report are self-explanatory and do not require any comments by the Board of Directors.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed Priti J Sheth of M/s Priti J Sheth & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the FY2024- 25 and to issue the Annual Secretarial Compliance report.

The Secretarial Audit Report for FY2024-25 is annexed as Annexure A and forms an integral part of this Report.

Pursuant to Regulation 24A of SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company i.e. https://wallfort.com. Pursuant to Regulation 24A of SEBI Listing Regulations, the Board of Directors at their meeting held on May 28 May , 2025, subject to approval of the shareholders at the ensuing Annual General Meeting, have appointed Priti J Sheth of M/s Priti J Sheth & Associates, Practicing Company Secretaries as the Secretarial Auditors for a term of five (5) years commencing from FY 2025-26 at a remuneration to be mutually decided between the Board and Secretarial Auditors with power to the Board of Directors to increase the remuneration by 5% to 10% annually.

Directors comment on qualification or observation

No adverse remark or qualification is marked in Statutory Audit Report or Secretarial Audit Report.

Auditors certificate on corporate governance

As required under Listing Regulations, the auditors certificate on corporate governance is enclosed as "Annexure B" to the Boards report.

Directors and Key Managerial Personnel

As on 31 March, 2025, the Board consist of 6 Directors, which includes 3 Executive and 3 Non-executive Independent Directors.

As of the date of this report, in accordance with Section 203(1) of the Companies Act, 2013 following are recognized as the Key Managerial Personnels (KMPs) of the Company.

1. Mr. Ashok Radhakishan Bharadia, Managing Director

2. Mr. Deepak Lahoti - Chief Financial Officer

3. Ms. Nehal Savala - Company Secretary & Compliance Officer.

Changes During the Year and Thereafter

1. Mr. Deepak Lahoti (DIN: 01765511) was re-appointed as the Whole-time Director with effect from 1 April, 2025;

2. Mr. Ashok Radhakishan Bharadia (DIN: 00407830) was re-appointed as the Managing Director with effect from 28 April, 2025;

3. Mr. Deepak Lahoti (DIN 01765511) retired by rotation and re-appointed as Director at the Annual General Meeting of the Company held on 25 September, 2024;

4 Ms. Ekta Aagam Sanghavi was appointed as the Non-Executive Independent Director with effect from 25 September, 2024.

5. Mr. Ramkishor Ramjivanji Darak (DIN: 00554106) was re-appointed as an Independent Non Executive Director for 2 term with effect from 30 September, 2024;

6. Mr. Niraj Totla (DIN: 03553221) was re-appointed as an Independent Non-Executive Director for 2 term with effect from 30 September, 2024;

7. Mr. Ajay Mantri ceased to be an Independent Director of the Company with effect from 29 September, 2024 due to completion of his tenure.

8 Mr. Krishnagopal Biyani ceased to be an Independent Director of the Company with effect from 29 September, 2024 due to completion of his tenure.

Retirement by Rotation

As per provisions of the Companies Act 2013, Mr. Ashok Radhakishan Bharadia (DIN- 01765511) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re appointment. The Board of Directors recommend his reappointment at the ensuing Annual General Meeting.

Certificate from Company Secretary in practice

Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure "C"

Declaration by independent directors

All Independent Directors of the Company have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, the Independent Directors fulfil the conditions of independence. The Independent Directors have also affirmed that they have complied with the Companys Code of Business Conduct. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Report on Corporate Governance.

In the opinion of the Board, the Independent Directors is Independent of the management, possess the requisite integrity, experience, expertise, proficiency, and qualifications. The details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

Familiarization programme for independent directors

All new Independent Directors appointed on the Board attend a familiarization programme.

After appointment a formal letter is issued to the Independent Directors outlining his/her roles, functions, duties and responsibilities.

Board evaluation

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the nomination and remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings.

In a separate meeting of Independent Directors, performance of non-independent directors, and performance of the board as a whole was evaluated, taking into account the views of executive Directors and non-executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Extract of Annual Return

Pursuant to Section 134 (3) (a) of the Companies Act, 2013 the Company shall place the Annual Return for FY 2024-25 on its website "http://www.wallfort.com" once the same is submitted to ROC.

Corporate Social Responsibility (CSR)

The Board has approved the CSR budget of Rs. 39,41,372/- for Financial Year 2024-25.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013, during the year are set out in "Annexure D" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company at www.wallfort.com.

Number of meetings of the Board

The Board duly met ten times during the financial year. Details of the meetings of the Board, are given in corporate governance report, which forms part of this report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Committees of the Board

Currently, the Board has four committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders Relationship Committee.

The details of the committees of Board are detailed in the Corporate governance report which forms a part of the Annual Report.

Details of transactions entered by the Company with non-executive Directors

Following transactions were entered into by the Company with non-executive directors during the year under review.

1. Sitting fees paid to all the Directors for attending Board meetings.

2. Brokerage services rendered to Mrs. Sangeeta Bharadia.

*Mrs. Sangeeta Bharadia resigned from the post of Director w.e.f. 25th September 2024

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013.

The Company has not given any loan, guarantee or provided any security in connection with a loan to any other body corporate or person exceeding the specified limits mentioned under section 186(2) of the Companies Act, 2013.

Further, details of investments made by the Company during the year under review form a part of the financial statements.

Related Party Transactions

The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2.

Further, the disclosure of Related Party Transactions in compliance with Accounting Standards form a part of notes to accounts.

The Company does not have any holding and subsidiary Company and therefore the related party disclosures as required to be given under Part A of Schedule V of Listing Regulations are not applicable.

Transactions of listed entity with person/entity belonging to the promoter /promoter group which holds 10% or more shareholding in the listed entity.

Particulars	Mr. Manoj Bharadia		Mr. Ashok Bharadia		Mr.Deepak Lahoti
	(Wholetime Director)		(Managing Director)		(Wholetime Director)
	2025	2024	2025	2024	2025	2024
Salary paid	700	700	2100	700	2650	1650
Brokerage received	13.26	0.27	12.68	0.45	6.98	0.54
Rent paid	-	-	1481.55	1481.55	-	-

Particulars of remuneration to Directors, Key Managerial Persons and employees

The ratio of the remuneration of each Director to the median 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 forms part of the Board Report as "Annexure E".

Particulars of Employees

The Company wishes to place on record its appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and hence no disclosures are made.

Disclosure as per rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014 (as amended) with respect to particulars of top ten employees in terms of remuneration drawn will be available at the Registered Office of the Company for inspection.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo.

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as "Annexure F" to the Boards report.

Material changes and commitments

No material changes/ commitments occurred between the end of the financial year to which financial statements relate and the date of this report.

Policy on directors appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, independence of Director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.wallfort.com). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Policies

All our policies are available on our website (www.wallfort.com). The policies are reviewed periodically by the Board and updated based on need.

Corporate governance

Our Corporate governance philosophy: Your Companys philosophy on Corporate Governance has been to ensure fairness to the shareholders with full transparency and to enhance and retain investor trust.

We always seek to ensure that our performance is driven by integrity.

The Corporate governance report for the financial year ended on March 31, 2025 forms a part of this Annual Report.

Management discussion and analysis

The report on management discussion and analysis as per the Listing Regulations forms integral part of this Annual Report.

Directors responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors of the Company confirm that:

a) In the preparation of the Annual Accounts for the year ended 31 March 2025, the applicable

Accounting Standards have been followed and there are no material departures;

b) The directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2025 and of the profit and loss of the Company for the year ended as on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

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 Act and Rules framed thereunder.

Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the rules made there under the Company is not required to maintain cost records.

Internal Complaints Committee

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy.

Details of complaints received during the year under review under POSH Act are as under:

a. number of complaints of sexual harassment received during the financial year: None

b. number of complaints disposed of during the financial year: NA

c. number of complaints pending as on end of the financial year: None

d. number of complaints pending for more than ninety days: None

Further, The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

Insolvency and Bankruptcy Code

No application has been made under the Insolvency and Bankruptcy Code.

The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

Details of Valuation

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

Acknowledgements

The Board of Directors acknowledge the continued support and co-operation extended by the statutory authorities, Government authorities, bankers, stock exchange, stakeholders and employees of the Company.

	By Order of the Board
	For Wallfort Financial Services Limited
	Sd/-
	Ashok Bharadia
Date: 12/08/2025	Chairman & Managing Director
Place: Mumbai	(DIN 00407830)