Wealth First Portfolio Managers Ltd Directors Report

To

The Members,

Wealth First Portfolio Managers Limited

Your Directors have pleasure in presenting the 23rd Annual Report together with the Companys Standalone and Consolidated

Audited Financial Statements for the financial year ended 31 st March, 2025.

1. FINANCIAL RESULTS:

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the (Companies Accounts) Rules, 2014.

The Standalone and Consolidated working results for the year under review are as follows:

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	Year ended 31-3-2025	Year ended 31-3-2024	Year ended 31-3-2025	Year ended 31-3-2024
Profit / (Loss) before tax	4,430.23	5,498.73	4,512.16	5,541.59
Less: Depreciation on Account of Change in Method	NIL	NIL	NIL	NIL
Less: Provision for Taxation	-	-	-	-
Current Tax	1,060.1	1,261.72	1,098.15	1,274.12
Deferred Tax	(0.50)	(0.61)	(0.50)	(0.61)
Short Provision of tax in earlier year	-	-	-	-
Profit/ (Loss) after tax	3,370.63	4,237.62	3,414.51	4,268.08
Add: Other Comprehensive Income	(203.74)	270.74	(215.22)	278.50
Total Comprehensive income for the year	3,166.89	4,508.36	3,199.29	4,476.49
Add: Balance in Securities Premium Account, Surplus in P & L and Balance in General Reserve Brought Forward	8,504.20	6,166.80	8,586.72	6,214.96
Balance Carried to Balance Sheet	11,671.09	10,675.16	11,786.01	10,761.54

The above figures are extracted from the Financial Statements prepared in accordance with Indian Accounting Standards as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India. The Financial Statements as stated above are available on the Companys website www.wealth-firstonline .com.

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the Financial Year 2024-25, the Companys consolidated operations resulted into total revenues of RS.6,006.74 Lakhs as compared to previous years revenue of RS.6,696.20 Lakhs which resulting in decrease of approx 10.30% over last year and consolidated Profit before tax has been decreased from RS.5,541.59 Lakhs to RS.4,512.16 Lakhs which resulting in decrease of approx 18.58%.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is engaged in the business of Broking Services, Distributor of Mutual Fund, Govt. Securities Trading, Pension Products, Fixed Deposit, PMS, Direct Bonds-taxable and taxfree.

During the year under review, the Company had amended its Main Objects by inserting Clause III [A] (7) in Main Object after Clause III [A] (6). The summary of Object Change is as under: "To act as a sponsor / trustee / investment manager to asset management, mutual funds, offshore mutual funds, various pooled investment vehicles including but not limited to domestic alternative investment funds and / or offshore investment funds, and to promote / incorporate companies / entities to undertake the businesses of asset management, mutual funds including offshore mutual funds, retail and institutional distribution of the schemes of mutual funds or any other financial products issued by banks, mutual funds or any financial intermediary and to act as principals, agents, contractors, trustees, or otherwise and by or through trustees, agents or otherwise either alone or in conjunction with others for financial products such as deposits, government securities, shares, bonds, debentures and / or other financial instruments in any part of the world."

The said Change in Objects have been approved by the Board of Directors at their meeting held on 12th November, 2024 and subsequently by the Shareholders by way of Postal Ballot dated 16th December 2024.

4. DIVIDEND:

Based on the Companys performance, the directors are pleased to recommend final dividend of RS.4.00/- per equity share i.e. 40% of face value of RS.10/- each for the financial year ended on 31st March, 2025.

The proposal is subject to the approval of members in the ensuing 23rd Annual General Meeting. If approved, the total outgo account of the Final Dividend on existing Equity Share Capital would be RS.4,26,20,000/-.

The Board of Directors, at its meeting held on 14th October, 2024 had declared and paid the First Interim dividend of RS.8.00/- per equity share i.e. 80% of face value of RS.10/- each during the financial year 2024-2025. This resulted in a cash outflow ofRS.8,52,40,000/-.

The Board of Directors, at its meeting held on 27th January, 2025 had declared and paid the Second Interim dividend of RS.4.00/- per equity share i.e. 40% of face value of RS.10/- each during the financial year 2024-2025. This resulted in a cash outflow ofRS.4,26,20,000/-.

The Board of Directors recommended the confirmation of Interim Dividends paid during the Financial Year ended 31st March 2025 to the Shareholders.

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the Notice of 23rd Annual General Meeting of the Company.

5. TRANSFER TO RESERVES:

No amount from the net profit for the F.Y. 2024-25 under review is proposed to be carried to General Reserves.

No amount from the net profit was transferred to reserve in the F.Y 2023-24.

6. SHARE CAPITAL:

As on 31st March, 2025, the Share Capital Structure of the Company stood as follows:

Particulars	No. of Shares	Amount
Authorized Share Capital
Equity Shares of RS.10/- each	1,10,00,000	11,00,00,000
Total	1,10,00,000	11,00,00,000
Issued, Subscribed and Paid up Share Capital
Equity Shares of RS.10/- each	1,06,55,000	10,65,50,000
Total	1,06,55,000	10,65,50,000

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

D) EMPLOYEE STOCK OPTION

During the financial year under review, the shareholders of the Company have approved the ‘Wealth First Employee Stock

Option Scheme, 2024through a Special Resolution passed at the 22 nd Annual General Meetingheld on 27 th August, 2024. Subsequently, the Company has received In-Principle Approval from the National Stock Exchange (NSE) on 18th November, 2024, permitting the issuance of up to 3,50,000 Equity Shares under the approved scheme.

However, pursuant to the Shareholders approval and the In-principal approval of NSE, the Company had not issued any Employee Stock Options during the Year. The Company shall grant Stock Options at an appropriate time with terms and conditions deem fit in the interest of the Company and the Employees.

E) ISSUE OF EQUITY SHARES

The Company has not issued any equity shares during the year under review.

7. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company has only 2 (Two) Subsidiaries as on March 31, 2025. Details of the Subsidiary Company are as follows:

Sr. No.	Name and address of the Company	CIN/ GLN No.	Holding/Subsidiary/ Associate	% of shares held	Applicable Section
01	Wealth First Investment Advisers Private Limited Capitol House, 10 Paras-II, Near Campus Corner, Prahaladnagar, Anandnagar, Ahmedabad, Gujarat-380015	U74999GJ2016PTC093213	Subsidiary	100	2 (87) (ii)
02	Wealthshield Insurance Brokers Private Limited 602, Times Square, B/s Pariseema, C.G. Road, Navrangpura, City Taluka, Ahmedabad- 380009, Gujarat	U66220GJ2023PTC146777	Subsidiary	100	2 (87) (ii)

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the Companys subsidiaries in Form AOC-1 is attached to the financial statement of the Company.

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

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financialstatements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at www.wealth-firstonline.com.

Further during the current Financial Year, the Company had promoted Two Wholly-Owned Subsidiaries, the details of which are as under:

Sr. No.	Name of the Subsidiary	CIN	Applicable Section	Purpose of Investment
1	Lakshya Asset Management Private Limited	U66301GJ2025PTC164007	2 (87) (ii)	As a sponsor Company of the said Company.
2	Lakshya Trustee Private Limited	U66301GJ2025PTC164351	2 (87) (ii)	As an administrator of Asset Management Company.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.

9. PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies

(Acceptance of Deposits) Rules, 2014, for the financial year ended 31st March, 2025.

The details of Loans taken from Directors are as under: The Company has not accepted any Loans from Directors during the reporting period.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments, which could affect the Companys financial position, have occurred year of the Company between the end of the financial and date of this Report.

11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this Report. The policy is also available on the website of the Company www.wealth-firstonline.com

12. BOARD DIVERSITY:

The Company recognizes and embraces the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help us retain our competitive advantage. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Company has six Directors comprising of Two Executive Directors and Four Independent Directors. There are Two Woman Directors on the Board.

The composition of the Board is in conformity with the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

APPOINTMENT

There were no Directors appointed during the Financial Year 2024-25 under review.

However, during the F.Y 2025-26, Company has made following appointments: The Board of Directors at their meeting held on 4th of August, 2025 has appointed Mr. Amit Maheshkumar Trivedi (DIN: 11202163) as an additional and independent director of the Company w.e.f date of Board Meeting subject to the Shareholders approval at the ensuing Annual General Meeting. The Board of Directors have proposed and recommended in the ensuing Annual General Meeting to appoint Mr. Amit Maheshkumar Trivedi as an Independent Director of the Company for the period of 5 years. The brief resume of Mr. Amit Maheshkumar Trivedi and other related information has been detailed in the Annual Report.

The Board of Directors at their meeting held on 4th of August, 2025 has appointed Mr. Siddharth Arvindkumar Shah (DIN: 11201705) as an additional and independent director of the Company w.e.f date of Board Meeting subject to the Shareholders approval at the ensuing Annual General Meeting. The Board of Directors have proposed and recommended in the ensuing Annual General Meeting to appoint Mr. Siddharth Arvindkumar Shah as an Independent Director of the Company for the period of 5 years. The brief resume of Mr. Siddharth Arvindkumar Shah and other related information has been detailed in the Annual Report.

The Board of Directors at their meeting held on 4th of August, 2025 has appointed Mr. Saurabh Sonthalia (DIN: 01355617) as an additional and independent director of the Company w.e.f date of Board Meeting subject to the Shareholders approval at the ensuing Annual General Meeting. The Board of Directors have proposed and recommended in the ensuing Annual General Meeting to appoint Mr. Saurabh Sonthalia as an Independent Director of the Company for the period of 5 years. The brief resume of Mr. Saurabh Sonthalia and other related information has been detailed in the Annual Report.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors) Rules,

2014 and the Articles of Association of your Company, Ms. Hena Ashish Shah (DIN: 00089161), Whole- Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.

Appropriate agenda for her re-appointment is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Ms. Hena Ashish Shah and other related information has been detailed in the Annual Report and the same forms part of the Notice.

Your Directors recommended her re-appointment as Whole- Time Director of your Company.

RE-APPOINTMENTS

There were no Directors re-appointed during the Financial Year 2024-25 under review.

However, the Board of Directors at their meeting held on 4th of August, 2025 has re-appointed Mr. Ashish Navnitlal Shah, (DIN: 00089075) as Managing Director of the Company for the term of 3 years w.e.f 10th September, 2025 subject to the shareholders approval at the ensuing Annual General Meeting. Appropriate agenda for his re-appointment as a Managing Director is being placed for your approval at the ensuing Annual General Meeting. The brief resume of Mr. Ashish Shah and other related information has been detailed in the Annual Report and the same forms part of the Notice.

RESIGNATION

There was no case of Resignation during the Financial Year 2024-25 under review.

CHANGE IN DESIGNATION

There was no case of change in designation during the year under review.

KEY MANAGERIAL PERSONNEL

During the financial year 2024-25, following changes have been made in Key Managerial Personnel:

Sr. No.	Name of Key Managerial Personnel	Designation	Resignation/ Appointment
01	Mr. Manish Dhirajlal Kansara	Chief Financial Officer	Resignation w.e.f. closing business hours of 13th February, 2025.
02	Mr. Dhiren Narendrakumar Parikh	Chief Financial Officer	Appointment w.e.f. 14th February, 2025.

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has disclosed the resignation to the stock exchanges within the stipulated timeframe.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ashish Shah, Managing Director, Ms. Hena Shah, Whole-Time Director, Mr. Dhiren Parikh,

Chief Financial Officer and Mr. Aayush Shah, Company Secretary and Compliance officer are the Key Managerial

Personnel of your Company.

14. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors under Section 149(7) of the

Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization Program is also available on the website of the Company www.wealth-firstonline.com.

17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares.

The Insider trading policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.wealth-firstonline.com

18. COMMITTEES OF THE BOARD:

As on 31st March, 2025, the Board of Directors has following committees: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee e. Compensation Committee The details with respect to composition, powers, roles, terms of reference, number of meetings held, attendance at the meetings etc. of Statutory Committees are given in detail in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31st March, 2025, the Audit Committee comprised of 3 (Three) Members, namely Mr. Ashish Shah, Mr. Rajan Mehta and Ms. Binal Gandhi.

W.e.f 5th August, 2025, the Audit Committee comprised of 3 (Three) Members, namely Mr. Ashish Shah, Mr. Siddharth Shah and Ms. Binal Gandhi.

All the members of Audit Committee possess good knowledge of accounting and financial management.

The Managing Director of the Company, Chief Financial

Officer, Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings.

The Company Secretary is Secretary to the Committee. The Internal Auditor reports to the Chairperson of the

Audit Committee. The significant corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

19. BOARD OF DIRECTORS AND THEIR MEETINGS:

There were 6 Board Meetings held on 08/05/2024, 11/07/2024, 14/10/2024, 12/11/2024, 27/01/2025,

05/02/2025 during the financial year 2024-25. The time gap between the two meetings was in accordance with the requirements. All the information required to be furnished to the Board was made available along with detailed Agenda.

ATTENDANCE OF DIRECTORS:

Name	No. of Board Meetings held/entitled	No. of Board Meetings Attended	Attend- ance at the last AGM
Mr. Ashish Shah	6	6	Yes
Ms. Hena Shah	6	4	Yes
Mr. Devanshu Mehta	6	5	Yes
Mr. Rajan Mehta	6	6	Yes
Ms. Binal Gandhi	6	6	Yes
Mr. Sanjiv Shah	6	4	Yes

Independent Directors Meeting

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 5th February, 2025 without the attendance of Non-Independent Directors and members of the management. In said meeting, Independent Directors inter alia discussed:

• The performance of non-Independent Directors and the Board as a whole;

• The performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non- Executive Directors;

• The quality, quantity and timeliness of flow of information between theauditobservationsand Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The performance of various committees of the Board.

20. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the financial year ended on 31st March, 2025 and state that: i. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable

Accounting Standards have been followed and there are no material departures from the same; ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company as at March 31,

2025 and of the profit/loss year ended on that date; iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared annual accounts on a ‘going concern basis. v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act) in form MGT-7 is made available on the website of the Company and can be accessed at www.wealth-firstonline.com.

22. PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under section 197 (12) of the Companies Act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure B.

23. REPORTS ON CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations and a

Certificate terms of Regulation 17(8) of the Listing Regulations is appended to the Corporate Governance Report which forms part of this Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Board of Directors has adopted the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, based on the recommendation of the CSR Committee. The CSR Policy is available on the Website of the Company www.wealth-firstonline.com. The composition of CSR Committee is disclosed in the Directors Report.

A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2024-25 together with the progress thereon and the Annual Report on CSR Activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure C to this Report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-25, all transactions entered into with the Related Parties as definedunder

Section 2 (76) of the Companies Act, 2013 read with

Companies (Specification of Definitions

2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on arms length basis. Policy on Related Party Transaction is available on the Companys Website www.wealth-firstonline.com.

During the financial year 2024-25, there were no transactions with related parties which can be qualified as material transactions under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Pursuant to SEBI Listing Regulations, the resolution forofthe CEO/MDandCFOoftheCompanyin seeking approval of the shareholders on related party transactions is being placed at the AGM.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given of securities provided as required under Section 186 of the Companies Act, 2013, Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 in Notes forming part of the financial statements.

27. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The Management has also envisaged the minimization procedure and its perception in respect of each identified risk.

Further, the Company identifiesrisks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. In the opinion of the

Board there has been no identification of elements of risk that may threaten the existence of the Company.

28. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate avenues to the employees to bring to the attention of the management, the concerns about any unethical behavior, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairperson of the Audit Committee of the Company.

We confirm that no director or employee has been denied access to the Audit Committee during FY 2024-25. The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The policy is available on the Companys Website www.wealth-firstonline.com

29. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Jaimin Deliwala & Co., Chartered Accountant, (Firm Registration No. 103861W) Ahmedabad has been appointed as Statutory Auditors of the Company from the conclusion of the 20th Annual General Meeting (AGM) of the Company held on 28th of September, 2022 till the conclusion of 25th Annual General Meeting to be held in the year 2027.

Further, in terms of Clause 40 of the Companies (Amendment) Act, 2017 which was notified vide

Notification dated S. O. 1833 (E) dated 07 th May, 2018 and effective from that date, the Proviso of Section 139

(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification of Auditors

Appointment is no longer required as per the Companies Act, 2013.

Therefore, the resolution for ratification of Appointment of

Statutory Auditors, M/s Jaimin Deliwala & Co., Chartered Accountants has not been provided for the approval of the Shareholders and not formed as a part of Notice of the 23rd AGM of the Company.

30. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of Companies Act, 2013.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN HIS REPORT:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his report.

32. SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Kunal Sharma & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year 2024-25.

Secretarial Audit Report forms an integral part of this Report is attached as ‘Annexure D.

The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any separate or further comments or explanations.

33. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is committed towards conservation of energy and climate action.

The particulars regarding technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

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

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Policy on prevention of sexual harassment of employees in workplace is available in the website of the Company www.wealth-firstonline.com. During the year, Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Additional Details required as per MCA Circular dated 30.05.2025 are as below:

(i) Number of Sexual Harassment Complaints received: NIL

(ii) Number of Sexual Harassment Complaints disposed off: NIL

(iii) Number of Sexual Harassment Complaints pending beyond 90 days.: NIL

Also, Company has complied with Maternity Benefit Act during the year under review.

Number of employees as on the closure of financial year are as below:

Female	41
Male	39
Transgender	0
Total	80

36. COMPLIANCEWITHSECRETARIALSTANDARDS

ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by The Institute of Company Secretaries of India.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There was no significant

Regulators or Courts or Tribunals which would impact the going concern status of the Company.

38. OTHER DISCLOSURES:

• During the financial year 2024-25, no application was made or any proceeding is pending under the Insolvency and

Bankruptcy Code, 2016.

• During the financial year 2024-25, your Company has not entered into institutions.

• The Company has not issued any debentures during the financialyear 2024-25.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

		For and on behalf of
	Wealth First Portfolio Managers Limited
	Ashish Shah	Hena Shah
	Managing Director	Whole-Time Director
	DIN: 00089075	DIN: 00089161
Date: 04/08/2025
Place: Ahmedabad
Registered Office:
Capitol House, 10 Paras-II,Near Campus Corner,
Prahaladnagar, Anand Nagar, Ahmedabad, Gujarat -380015
Telephone: 079-40240000
Email ID: info@wealthfirst.biz
Website: www.wealth-firstonline.com
CIN: L67120GJ2002PLC040636