WSFX Global Pay Ltd Directors Report

To,

The Members of Global Pay Limited

Your Directors are pleased to present the Integrated Annual Report of your Company, together with the Audited Financial Statements for the financial year ended March 31, 2025.

OVERVIEW

WSFx Global Pay Limited (Global Pay) is a trusted and fast-growing provider of foreign exchange and cross- border payment services, operating under an Authorized Dealer Category II (AD-II) License granted by the Reserve Bank of India under the FEMA Act. The Company operates through a network of 21 physical branches across India and a robust, digital-first platform.

Demonstrating its commitment to information security, Global Pay is certified under ISO 27001:2022, ensuring high standards in data protection and compliance. The Company has cultivated longstanding partnerships with leading banks such as HDFC Bank, ICICI Bank, IndusInd Bank, RBL Bank, and Yes Bank, enabling it to deliver seamless outward remittance services and referral-based forex solutions.

REPOSITIONING & VISION

In line with its strategic pivot toward a digital, cross-border payment ecosystem, the Company rebranded itself as Global Pay by WSFx. This transformation reflects its broader ambition to position itself as a leading payment fintech, delivering secure, innovative, and reliable digital solutions in the forex and international payments space for both individuals and businesses.

Global Pays vision is built on its evolved core values - Trust & Transparency, Customer-First Simplicity, Innovation with Purpose, and Compliance & Excellence - with a strong focus on long-term value creation through technology- driven service delivery and customer-centric innovation.

GLOBAL PAY CARD LAUNCH - STRATEGIC & SCALABLE

A major highlight of the year was the successful launch of the Global Pay Card, following the Companys onboarding as a Principal Member of Visa. This direct-issuance capability marks a significant strategic milestone, allowing Global Pay to control the entire card lifecycle - from issuance and load to real-time management and settlement

- without relying on intermediary banks. This provides greater speed, flexibility, and operational efficiency, while ensuring compliance and enhancing customer experience.

The Global Pay Card is available in both Single Currency with Zero Cross currency charges and Multi-Currency variant supporting 12 currency wallets, catering to different customer needs and usage preferences across geographies and has been launched in three variant

- Global Pay - Student - Designed for students studying abroad, supporting tuition payments, living expenses, and seamless LRS-compliant usage along with rewards and benefits

- Global Pay - Corporate - Built for business travellers, with controls aligned to enterprise expense and compliance policies.

- Global Pay - Travel- Crafted for leisure travellers, offering multi-currency convenience, instant card management via the app, and integrated travel benefits for a seamless and secure international travel experience.

Each variant is powered by the Global Pay App, enabling features such as real-time transaction alerts, card controls,

and instant top-ups, enhancing both utility and user control.

FOCUS ON D2C & LEISURE TRAVEL

Global Pay continued to expand its footprint in the Direct-to-Customer (D2C) segment during FY 2024-25, with a special emphasis on the leisure travel and Personal remittances. These segments represent some of the fastest- growing corridors in Indias outbound travel landscape.

The Global Pay App and Web Portal have been revamped to support a fully digital journey - including onboarding, KYC through V-CIP, online A2 form submission, and end-to-end transaction tracking. Customers can seamlessly access a wide range of services including forex card issuance, outward remittance, GIC/Blocked Account support, and post-sale service-all from a single interface.

This D2C strategy has enabled Global Pay to scale customer acquisition efficiently, while maintaining a strong focus on margin optimization and superior service delivery.

DIGITAL PLATFORMS & PRODUCT INNOVATION

In line with its digital transformation roadmap, Global Pay has successfully launched and scaled a suite of platforms designed to address the needs of diverse customer segments:

- Smart Corporate® Platform - A comprehensive platform to manage forex needs for corporate travel and business-related remittances.

- Smart Agent?„? Platform - A digitally integrated platform for agents and partners, now enhanced with a lead management module.

- Global Pay Platform (FPaaS) - A plug-and-play Forex Platform-as-a-Service, built for educational institutions and channel partners, enabling them to onboard students and place orders for remittances and forex cards with ease.

STRATEGIC OUTLOOK

Looking ahead, Global Pay is focused on consolidating its position as a digital-first payment fintech, offering end- to-end solutions in cross-border transactions. The Companys direct card issuance capability under Visa, along with its full-stack digital infrastructure, positions it to serve high-growth segments such as international students, leisure travellers, and digitally enabled corporates.

Global Pay aims to drive scale through its B2B and D2C distribution engines, while continuously enhancing its digital platforms for onboarding, transaction processing, and customer lifecycle management.

With a clear vision, differentiated product offerings, and strong execution capabilities, the Company is well-positioned to create sustained value in the evolving global payments ecosystem.

FINANCIAL HIGHLIGHTS

The financial results of the Company for the year under review are summarized below:

(Rs. in lakhs)

Particulars	31.03.2025	31.03.2024
Revenue from Operations	8,651.60	7004.11
Other Income	260.11	208.00
Profit before finance cost, depreciation, prior period adjustments and tax	1074.26	747.44
Less: Finance Cost	97.01	77.25
Profit / (loss) before depreciation / tax	977.25	670.19
Less: Depreciation	314.74	257.92
Net profit/(loss) before exceptional and extraordinary items and tax	662.51	412.27
Add: Exceptional item	NIL	NIL
Net profit / (loss) before tax	662.51	412.27
Less: Tax including Deferred Tax	(315.51)	NIL
Profit / (loss) after tax	346.99	412.27
Add: Other Comprehensive Income	(23.05)	(7.48)
Profit/loss) carried to balance sheet	323.94	404.79

COMPANYS PERFORMANCE

During the year under review, the revenue from operations amounted to Rs. 8,651.60 Lakhs, higher by 23.52% over the previous years revenue of Rs. 7004.11 Lakhs. The profit before tax (PBT) for FY 24-25 was Rs. 662.51 Lakhs, higher by 61% over previous years PBT of Rs. 412. 27 lakhs. The Profit after tax (PAT) for the FY 2024-25 is Rs. 346.99 Lakhs and the reduction in PAT is due to reversal of deferred tax assets of Rs. 315.51 Lakhs on account of utilization of carry forward losses and unabsorbed depreciation.

This performance was possible due to the proper vision and strategy of leadership team, efficient execution of Business heads and operational team and with the support of dedicated employees, which is paving way for the long-term sustainable growth. The Company is poised to be part of emerging opportunities by continuing to focus on its inherent strengths.

The Company is engaged in the business of foreign exchange and remittances and therefore, there is no separate reportable segment under Indian Accounting Standards 108- Operating Segment. The nature of the Companys activities is such that geographical segments cannot be separately identified.

QUALITY INITIATIVES

The Company remains committed to delivering a superior customer experience through best-in-class service management, robust information security, and data privacy practices. We strive for excellence in every interaction, ensuring that our products and services consistently meet or exceed customer expectations while driving operational efficiency.

WSFx continues to maintain its ISO 27001:2022 certification, which covers information security systems supporting business operations, software design and development, infrastructure, and application support.

Additionally, the Company is PCI-DSS certified, reinforcing our strong commitment to secure handling of cardholder data and compliance with global data security standards.

Our ongoing focus on digital transformation continues to enhance service delivery and customer engagement, contributing to sustained high levels of customer satisfaction

SHARE CAPITAL

a) Increase in Authorized Share Capital:

There is no change in Authorised Share Capital of the Company during the year, the Authorised Share Capital comprises of Rs. 22,00,00,000/- (Rupees Twenty Two Crore only) divided into 1,50,00,000 Equity shares of Rs. 10/- each and 7,00,000 Cumulative Convertible Preference shares of Rs. 100/- each.

b) Increase in Paid-up Share Capital:

During the year under review, your Company issued and allotted Equity Shares as mentioned in the below table:

Sr. No.	Allotment date	No. of Shares allotted	Allotment price in Rs.	Particulars
1	28-05- 2024	1,52,827	25.20	Pursuant to exercise of vested Employee\u2019s stock options.
2	03-09- 2024	67,250	25.20	Pursuant to exercise of vested Employee\u2019s stock options.
3	04-12- 2024	1,85,250	25.20	Pursuant to exercise of vested Employee\u2019s stock options.
4	07-03- 2025	68,500	25.20	Pursuant to exercise of vested Employee\u2019s stock options.

Consequent to the above, the paid-up equity share capital of your Company as on March 31, 2025 stood at Rs. 12,36,51,770 /- comprising of 1,23,65,177 Equity shares of Rs.10/- each.

c) Buy Back of Securities

The Company has not bought back any of its securities during the FY under review.

d) Sweat Equity

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

e) Bonus Shares

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

f) Equity Shares with differential rights

The Company has not issued any Equity Shares with differential rights.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

Considering the profits of the Company for FY 2024-25 and to appropriately reward the members, the Board of Directors have recommended final dividend of Rs. 1.50/ per equity shares (i.e. 15%) per equity share of the face value of Rs. 10/- each fully paid equity shares as final dividend for FY 2024-25 which is subject to approval of the members of the Company in the ensuing 38 th Annual General Meeting.

As per the Income Tax Act, 1961 and amendments thereof, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Companys website at https://wsfx.in/investors

RESERVES

For the FY ended March 31, 2025, the Directors do not propose to transfer any amount to the General Reserve.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

The Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards ("Ind-AS") as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

CASH FLOW STATEMENT

In conformity with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015), the cash flow statement for the year ended March 31, 2025 is attached as part of the Annual Financial Statements of the Company.

SUBSIDIARIES AND ASSOCIATE COMPANIES

During the year under review, the Company did not have any Subsidiary Company, associate or joint venture

Company.

PARTICULARS OF LOANS, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED BY THE COMPANY AS PER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has, during the year under review, not given any loans, guarantees or provided security and has not made any investments in any body corporate in pursuance to Section 186 of the Act.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, in compliance with provisions of Section 188 of the Companies Act, 2013 read with rules framed thereunder and Regulation 23 of the Listing Regulations, 2015 (including amendments thereof), an omnibus approval of the Audit Committee was taken, wherever required for the related party transactions.

The details of the related party transactions entered in the normal course of business and at an arms length basis are included in notes forming part of the financial statements. However, there were no material related party transactions as defined under Regulation 23 of the Listing Regulations, 2015 including amendments thereof during the year.

The Policy of related party transactions and dealings with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company at https://s3.ap-south-1.

amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/RPT_Policy-BM_approved_13_Feb_23. pdf

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of foreign exchange, the earnings and outgo in foreign currencies are as under:

(Rs. in Lakhs)

Particulars	For the year ended
	31.03.2025	31.03.2024
Earnings in foreign currency
Export of foreign currencies	0.00	0.00
Outgo in foreign currency
Import of foreign currencies	0.00	0.00
Visa membership fees	0.00	41.43
Visa Cost	94.98	0.00
Professional fees	69.08	34.00
Traveling expenses	2.39	1.73

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the other particulars relating to the conservation of energy and technology absorption stipulated in Section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 as amended from time to time are not applicable to the Company. However, the best efforts were made by the Company to use the latest technology for their various digital platforms and servers for data storage.

INTERNAL FINANCIAL CONTROLS

Adequate Internal Financial Control systems, commensurate with the nature of the Companys business, size and complexity of its operations, are in place and have been operating satisfactorily and effectively.

The Company has adopted relevant policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the 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.

The internal financial controls are exercised through documented policies, guidelines and procedures. It is supported by regular internal audits conducted by an external firm of Chartered Accountants appointed by the Audit Committee and the Board. The Audit observations and corrective actions taken on internal audit observations are periodically reviewed by the Audit Committee to ensure effectiveness and further strengthen the internal control system. The Statutory Auditors have reviewed the internal financial controls as part of the control assurance process. They have been reported to be satisfactory and acceptable and no material weaknesses in their design or operation were observed. The recommendations from time to time of the internal and statutory auditors for improving or further strengthening internal financial controls with reference to the financial statements have been accepted by the Management and implemented.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY POST THE CLOSURE OF FINANCIAL YEAR

Following the close of the financial year, WSFx Global Pay Limited has embarked on a strategic growth pivot by launching its Prepaid Forex Card Program in partnership with Visa, under a Primary Membership arrangement. This marks a significant leap in the Companys transformation journey-from a traditional forex services provider to a modern, digital-first global payments and card platform.

The launch not only enhances WSFxs service portfolio but also positions the Company to capture high-potential opportunities in the student, retail, and corporate travel segments. With strong backing from Visa and the ability to issue cards directly, WSFx gains control over pricing, customer experience, and innovation, thereby driving better margins and customer retention. This initiative is expected to contribute materially to future revenue growth and brand visibility.

Other than the above, there have been no material changes or commitments that may have a significant impact on the financial position of the Company during the period between the end of the financial year and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

LISTING OF SECURITIES

Equity Shares of the Company are presently listed on BSE Limited. The annual listing fee for the year 2025-26 has been duly paid to BSE Limited.

UPDATE ON REGULATORY APPROVALS

Reserve Bank of India (RBI) has granted an Authorized Dealer Category-II license valid upto December 31, 2025.

BOARD OF DIRECTORS

Director retires by rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ramesh Venkataraman, (DIN: 03545080) Non-Executive Director, retires by rotation at the 38 th AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the ensuing AGM for the approval of members.

Appointment and Cessation of Directors during the year:

Mr. Ravinder Singh Amar (DIN No. 10712600) was appointed at the 37 th AGM of the Company as Non-Executive Independent Director of the Company for the term of 5 (Five) consecutive years commencing from September 23, 2024 to September 22, 2029 on the recommendation of Board of Directors of the Company.

Subsequent to the end of the financial year March 31, 2025

There has been No change subsequent to the end of the financial year March 31, 2025

Declaration by Independent Directors:

The 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.

All the Directors have also affirmed that they have complied with the Companys Code of Conduct laid down under Schedule IV of the Companies Act, 2013. 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, which are detailed in the Report on Corporate Governance. Pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as a Director.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company except payment of sitting fees or remuneration and purchase/sale of foreign currencies.

Information regarding the directors seeking appointment/ re- appointment

The Resume/ Profile and other information regarding the directors seeking appointment/reappointment as required by Regulation 36(3) of the Listing Regulations, 2015 & SS-2 of ICSI have been given in the Notice convening the 38 th AGM of the Company.

Familiarization Program

At the time of appointment, the Company conducts familiarization programmes for an Independent Director through meetings with key officials of the Company. During these meetings, presentations are made on the roles and responsibilities, duties and obligations of the Director, Companys business, Companys strategy, governance and compliances and other related matters.

The details of the familiarization program have been posted on the website of the Company https://s3.ap-south-1. amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/Familiarization_Programme_for_ Independent_Directors.pdf

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company as on the date of this Report

(a) Mr. Srikrishna Narasimhan, Whole Time Director and Chief Executive Officer

(b) Ms. Khushboo Doshi, Company Secretary & Compliance Officer

(c) Ms. Pooja Mishra, Chief Financial Officer

ANNUAL PERFORMANCE EVALUATION

The Company has formulated the criteria for performance evaluation of all the Directors including Independent Directors, the Board and its Committees and the Chairman.

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 the Corporate Governance requirement as prescribed by SEBI Listing Regulations.

The Independent Directors evaluates the performance of the Non-Independent Directors, Chairman of the Company (taking into account the views of the Executive Directors and the Non-Executive Directors) and assess the quality, quantity and timeliness of the flow of information between Company Management and the Board of Directors, which facilitates the Board in performing their duties in a reasonable & effective manner.

Similarly, the Board evaluates the performance of its Committees and the Independent Directors, excluding the Director being evaluated.

The criteria for performance evaluation include the following:

(i) Individual Directors Performance Evaluation

Attendance at meetings and the extent of preparedness for meetings, participation and contribution, independence of judgment, knowledge updating, initiatives taken, working relationships and guidance to senior management and board members, expressing views, understanding of the Company, industry, sector, geography, etc.

(ii) Evaluation of the Board as a Whole

Proper mix of competencies, experience and qualification, adoption of proper, clear and transparent procedure to appoint directors, conducting meeting(s) on a regular basis, confirming agenda with all relevant information, providing entrepreneurial leadership to the Company, understanding of business, strategy and growth, responsibilities towards stakeholders, risk management and financial controls, discussions, quality of decision making, monitoring performance of management, grievance redressal mechanism, analysis and examines governance and compliances related issues, maintaining high standards of integrity and probity, etc.

(iii) Chairmans Performance Evaluation

Providing effective leadership, setting effective strategic agenda of the Board, encouraging active engagement by the Board members, providing guidance and motivation to the Management, practicality in taking discussions, establishing effective communication with all the stakeholders, etc.

(iv) Performance Evaluation of Board Committees

Sufficiency in the scope for addressing the objectives, effectiveness in performing the key responsibilities, adequacy in composition and frequency of meetings, quality of relationship of the committee with the Board and the management, clarity of agenda being discussed, discussion on critical issues, clarity of role and responsibilities, etc.

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there were no material departures;

(b) the Directors 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 on March 31, 2025 and the loss for that period;

(c) the Directors have 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 frauds and other irregularities;

(d) the Directors have prepared the annual accounts for the Financial Year ended March 31, 2025 on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

COMMITTEES OF THE BOARD

Currently, the Company has three Committees, as indicated below:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

Details of all the Committees, along with their charters, composition, and meetings held during the year, are provided in the Corporate Governance report forming part of the Annual Report.

AUDIT COMMITTEE

All the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee forms part of the Corporate Governance Report forming part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Details pertaining to composition of the Stakeholders Relationship Committee are included in Corporate Governance report forming part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof) form part of this report and are annexed as Annexure IV.

The details of sitting fees paid to Non-Executive Independent Directors during the FY 2024-25 are provided in the Corporate Governance report forming part of the Annual Report.

During the year, none of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016.

MEETING OF THE BOARD

During the year, your Company has complied with Secretarial Standards 1 related to Board Meetings issued by the Institute of Company Secretaries of India.

The Board met four times during the financial year 2024-25, the details of the said meetings are mentioned in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013 and the Listing Regulations, 2015.

AUDITORS

Statutory Auditors:

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), Chartered Accountants, were appointed as Statutory Auditors of the Company at the 35 th Annual General Meeting held on 29 th September, 2022 to hold office for a period of 5 (five) consecutive years i.e. from the conclusion of 35 th Annual General Meeting (AGM) till the conclusion of the 40 th Annual General Meeting of the Company, to be held for the financial year 2025-26 on the remuneration to be determined by the Board of Directors.

The Report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There is no qualification, reservation or adverse remark made by the Auditor in their report. In the report in accordance with the Companies (Auditors Report) Order, 2020 the auditors mentioned that there was slight delay in payment of Statutory dues (Clause vii (a).

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with read with Regulation 24A of SEBI LODR Regulations, the Company has appointed Mr. Dharmesh Zaveri (C.P. No. 4363), Proprietor of M/s D. M. Zaveri & Co., Practising Company Secretary to undertake the secretarial audit of the Company for the financial year 2024-25. The secretarial audit report for the financial year ended March 31, 2025 is enclosed herewith as ANNEXURE III and forms an integral part to this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company i.e. www.wsfx.in/investors .

COST RECORDS AND COST AUDIT

In accordance with Section 148(1) of the Companies Act, 2013, the provision relating to the maintenance of cost records and the requirement for cost audit is not applicable to the Company during the year due to business activities carried out by the Company.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under review forms part of the Corporate Governance Report, which is forming part of the Annual Report.

REPORTING OF FRAUDS

The Statutory Auditors, Internal Auditors, or Secretarial Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) were passed by the regulators/courts which would impact the going concern status of the Company and its future operation during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The pre-requisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

However, the Company has adopted the CSR policy of the Company in the Board Meeting held on May 27, 2025 and is uploaded on the website of the Company at https://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate- governance/Policies&Codes/WSFX_CSR_Policy.pdf

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Company has devised a policy on Nomination, Remuneration and Board Diversity including criteria for determining qualifications, positive attributes, independence of a director, and other matters as specified under the provisions of Section 178 of the Companies Act, 2013.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

The policy lays down criteria and terms and conditions with regard to identifying persons who are qualified to become directors (Executive and Non-Executive including Independent Directors), KMPs, and persons who may be appointed in senior management positions and retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage for the Company.

The said policy has been uploaded on the website of the Company at https://s3.ap-south-1.amazonaws.com/files. wsfx.in/pdf/corporategovernance/Policies&Codes/Nomination_Remuneration%20and%20Board%20Diversity%20policy.pdf

Key provisions of the policy are summarized hereunder:

- The Board approves the remuneration payable to the Key Managerial Personnel and Senior Management and also subject to the approval of the shareholders, to the Executive Director upon recommendation of the Nomination of Remuneration Committee. The Company pays remuneration to Executive Director in accordance with the applicable provisions of the Act and the rules framed thereunder.

- Non-Executive Independent Directors are paid sitting fees for attending the Board meetings, Audit Committee meetings, and Nomination and Remuneration Committee meetings in accordance with the Companies Act, 2013. The Nomination and Remuneration Committee may recommend to the Board of Directors the payment of commission to the Non-Executive Independent Directors and Non-Executive Non-Independent Director as per the provisions of the Act and the rules framed thereunder, subject to the approval of the shareholders if required.

- The Board, on the recommendation of the Nomination and Remuneration Committee, approves the remuneration.

The Policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender are considered at the time of appointment. The Nomination, Remuneration and Board Diversity policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the functions are systematically addressed through mitigating actions on a continuous basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Amendment Rules, 2021, the requirement of attaching an extract of the annual return in Form MGT-9 with the Boards Report is done away with. The draft Annual Return in Form MGT-7 as referred to in Section 134(3)(a) of the Act for the financial year ended March 31, 2025 will be available on the website of the Company https://www.wsfx.in/investors

EMPLOYEE STOCK OPTION PLAN ("ESOP Scheme")

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Plans of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Your Company instituted ESOP scheme titled Wall Street Finance Limited - Employees Stock Option Plan 2018 (WSFL-ESOP 2018) to enable its employees to participate in the companys future growth and financial success. Your Company provides its employees a platform for participating in important decision-making and instilling long- term commitment towards future growth of the Company by way of rewarding them through Stock Options. In terms of the Appraisal Policy of the Company, during the year under review the eligible employees were also granted options as part of Annual Performance Review process based on their performance as well as to ensure their retention, and to hire the best talent for its senior management and key positions

The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the ensuing 38 th AGM.

Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available at the website of the Company https://s3.ap-south-1. amazonaws.com/files.wsfx.in/pdf/financials/annualreports/ESOP_Annexure_2025.pdf

CORPORATE GOVERNANCE

The Company believes in adopting the best corporate governance practices. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations and the certificate from a Practicing Company Secretary regarding compliance with Corporate Governance norms, forms part of this Annual Report and is attached as Annexure II and Annexure IIA, respectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material order(s) were passed by the regulators/courts which would impact the going concern status of the Company and its future operation during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis for the year ended March 31, 2025 forms an integral part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

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

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of Sexual Harassment at the workplace and is fully committed to upholding and maintaining the dignity of every woman working in your Company. Accordingly, the Company has in place "Policy on Prevention of Sexual Harassment" in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant rules framed thereunder. This policy provides for protection against sexual harassment of women at the workplace and for the prevention and redressal of such complaints. The policy is uploaded on the website of the Company and the link for the same is https://s3.ap-south-1.amazonaws.com/files. wsfx.in/pdf/corporate-governance/Policies&Codes/POSH_Policy_wsfx_jan_25.pdf

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

As per Companies (Accounts) Second Amendment Rules, 2025, the law mandates for representing the following details:

Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of complaints pending for beyond 90 days	Nil

COMPLIANCE WITH MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961 during the financial year under review. All eligible women employees were extended the benefits as prescribed under the Act, including paid maternity leave, nursing breaks, and crèche facility (where applicable). The Company remains committed to ensuring a safe, inclusive, and supportive work environment for all its employees.

WHISTLE-BLOWER POLICY/VIGIL MECHANISM POLICY

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.

The Company has adopted the Whistle Blower /Vigil Mechanism policy in terms of Listing Regulations, 2015 and Section 177(9) of the Companies Act, 2013, and the SEBI (Prohibition of Insider Trading) Regulations, 2015 including amendments thereof.

The policy provides a mechanism for the employees to report the managements genuine concerns including unethical behaviour and actual or suspected fraud, or directly to the Chairman of the Audit Committee if any, exceptional issues. It also provides protection to the whistle-blower from any adverse personnel action. Further, no employee of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company across all levels and is available on the website of the Company at-

https://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate- governance/Policies&Codes/WhistleBlowerv3.pdf

WHOLE-TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) of Listing Regulations, the Company has obtained compliance certificate from the Whole -Time Director and Chief Financial Officer.

UPDATE ON THE FRAUDULENT TRANSACTION AT A BRANCH IN SOUTHERN REGION IN THE YEAR 2011- 12

Weizmann Forex Limited had filed a civil claim of Rs. 125 Lakhs before the Honble Court of Principal Sub Civil Judge, Kollam, Kerala in respect of some fraudulent transactions at a branch in the southern region in the FY 2011-12. The final decree in respect of aforesaid fraud was passed by the Honble Court of Principal Sub Civil Judge, Kollam, Kerala on November 21, 2016, whereby a sum of Rs. 4.04 Lakhs with interest was decreed against the Company and the balance amount of Rs. 121.93 Lakhs was dismissed in Favor of the Company. Weizmann Forex Limited has filed an appeal before the Honble High Court of Kerala and the same remains pending for arguments.

OTHER DISCLOSURES

No disclosures are required in respect of sub-rule xi & xii of Rule 8(5) of The Companies (Accounts) Rules, 2014 read with Section 134(3)(q) as the same is not applicable to the Company during the financial year. Wherever applicable, refer to the Companys website www.wsfx.in or relevant details will be provided to the members on written request to the Company Secretary.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include currency rate fluctuation, cyclical demand and pricing, changes in Government regulations, Tax regimes, economic developments and other ancillary factors.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance provided by the Reserve Bank of India and other statutory authorities and support received from bankers, shareholders, business associates and esteemed customers during the year.

The Directors also wish to thank all the employees for their sincere efforts at all levels.

	By order of the Board For WSfx Global Pay Limited
Date: July 22, 2025	Srikrishna Narasimhan Whole Time Director & CEO	Ramesh Venkataraman Director - Chairman
Place: Mumbai	DIN: 07175251	DIN: 03545080