WSFX Global Pay Ltd Directors Report

To,

The Members of WSFx Global Pay Limited

Your Directors are pleased to present the Thirty-Ninth Annual Report of WSFx Global Pay Limited ("the Company" or "GlobalPay"), together with the audited financial statements for the financial year ended 31 March 2026.

Financial Results

The Companys financial performance for FY 2025 26, compared with the preceding financial year, is summarised below:

Particulars ( in lakh)	FY 2025 26	FY 2024 25
Revenue from operations	10,794.33	8,651.60
Other income	402.19	260.11
Total income	11,196.52	8,911.71
Profit before tax	803.10	662.51
Profit after	613.92	346.99
Other comprehensive income/(loss), net of tax	(7.03)	(23.05)
Total comprehensive income	606.89	323.94
Basic earnings per share ( )	4.91	2.87
Diluted earnings per share ( )	4.83	2.79

The audited results reflect a 25.6% increase in Total Income and a 76.9% increase in profit after tax. Profit before tax increased by 21.2%, demonstrating improvement in operating leverage and business mix. Gross Turnover, as reported in the MD&A, increased by approximately 12% to 6,381.62 crore.

The financial statements have been prepared in accordance with the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with the applicable rules and other accounting principles generally accepted in India.

State of the Companys Affairs

FY 2025-26 was an important year in the Companys evolution from a traditional foreign-exchange services provider into a technology-led, omni-channel cross-border payments business. The Company continued to serve students, corporates, international travellers and retail customers through its regulated foreign-exchange and remittance capabilities, proprietary technology, physical branch network and institutional partner ecosystem.

During the year, the Company focused on scaling its Student Payments and Corporate franchises, expanding its Direct-to-Customer and leisure propositions, strengthening its card-issuance capabilities and increasing the share of digitally originated or processed transactions. The Companys strategic capabilities increasingly bring together regulation, technology, treasury, cards, payments infrastructure and distribution.

A detailed discussion of the operating environment, opportunities, risks, segment and zone-wise distribution, Liberalised Remittance Scheme data, technology initiatives and operational performance is included in the

Management Discussion and Analysis forming part of the Annual Report.

Business Strategy and Operating Highlights

GlobalPay continued topursueadiversifiedgrowth strategy across Student Payments, Corporate Payments,

Cards, Leisure and D2C, Retail Remittances and partner-led distribution. This diversification is intended to dependence on any single customer cohort and position the Company to participate in the broader transition towards digital, transparent and regulated international payments.

Student Payments

Despite a challenging market for education-related outward remittances, the Companys Student business grew by approximately 12% during FY 2025-26. The Company continued to develop relationships with education lenders, overseas education consultants and institutional partners and to strengthen specialised digital processes for international education payments.

Corporate Business

The Corporate business recorded approximately 20% year-on-year growth. The Company served more than 900 corporate relationships through its national servicing infrastructure and Smart Corporate platform and continued to expand its proposition beyond traditional corporate travel forex into permitted card and remittance use cases.

Cards and Consumer Proposition

As a Principal Member of Visa, the Company continued to strengthen its proprietary card-issuance programme and product architecture. Card propositions developed or advanced during the year included products for students, corporates and international travellers, supported by app-led card management and servicing capabilities. The Company also continued to develop its leisure and D2C proposition across forex cards, foreign currency, remittances and related travel services.

Digital Platforms

The Company continued to scale four principal digital platforms: the GlobalPay Consumer Platform, Smart Corporate, Smart Agent and GlobalPay Forex Platform-as-a-Service. These platforms support digital onboarding, transaction origination, workflow management, partner servicing and increasingly API-led integration. As reported more than 70% of gross turnover was digitally originated or processed during the year.

Dividend

The Board of Directors has recommended a final dividend of 1.50 per equity share of face value 10 each (15%) for FY 2025-26, subject to approval of the members at the ensuing Annual General Meeting. If approved, the dividend will be paid within the period prescribed under the Act and applicable rules. Pursuant to Regulation

43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy, which is available at https://www.wsfxglobalpay.com/investors.

The recommendation reflects the Companys performance, cash requirements, growth plans and the objective of maintaining an appropriate balance between shareholder distribution and reinvestment in the business.

Transfer to Reserves

The Board does not propose to transfer any amount to the General Reserve for FY 2025-26.

Share Capital

As at 31 March 2026, the paid-up equity share capital of the Company was 1,257.48 lakh, comprising 1,25,74,813 equity shares of 10 each. The increase during the year arose from 2,36,186 equity shares allotted pursuant to the exercise of vested employee stock options. During FY 2025-26, the Company allotted 2,36,186 equity shares of face value 10 each pursuant to the exercise of vested employee stock options. The allotments were made on 5 May 2025, 4 July 2025, 20 August 2025, 17 October 2025 and 16 December 2025. Consequently, paid-up equity share capital at 31 March 2026 stood at 1,257.48 lakh, comprising 1,25,74,813 equity shares of 10 each.

Employee Stock Option Plans

The Nomination and Remuneration Committee administers and monitors the Wall Street Finance Limited Employees Stock Option Plan 2018 in accordance with the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. During the year, the statement of cash flows records proceeds of 59.52 lakh from options exercised and employee stock-option expense of 35.75 lakh.

The disclosures required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are available at https://www.wsfxglobalpay.com/investors. The SecretarialAuditorscertificateon implementation of the share-based scheme in accordance with the SEBI regulations will be made available at the ensuing Annual General Meeting.

Material Changes and Commitments

Pursuant to Section 134(3)(l) of the Act, except as disclosed in this Report and the financial statements, no material changes or commitments affecting the financialposition of the Company occurred between the end of the financial year and the date of this Report. There was no change in the nature of the Companys business during the year. Subsequent strategic developments-including the launch of Uni-Z in April 2026, the Boards approval on 19 May 2026 of an alteration to the object clause of the Memorandum of Association subject to the shareholders approvals, and the opening of new branch offices in Bengaluru, Gurugram and Thane did not contribute to FY 2025 26 reported performance and are presented separately from the year under review.

Regulatory Positioning and Subsequent Developments

The Company has received renewal of its Reserve Bank of India Authorised Dealer Category-II licence in perpetuity under the revised Authorised Person framework, together with an expanded permitted scope, subject to the terms of the RBI approval and applicable directions. The renewed licence creates opportunities across specified non-trade current-account transactions, Forex Correspondent-led distribution and permitted trade-related cross-border payments. The Company intends to pursue these opportunities in a calibrated manner, subject to the terms of the RBI approval, applicable directions, operational readiness and continuing regulatory requirements.

Subsidiaries, Associates and Joint Ventures

The Company had no subsidiary, associate or joint venture during FY 2025-26.

Deposits

The Company did not accept any deposits from the public within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount was outstanding at 31 March 2026.

Particulars of Loans, Guarantees and Investments

During the year under review, the Company did not grant any loans, provide guarantees or securities, or make investments requiring disclosure under Section 186 of the Act.

Related-Party Transactions

All related-party transactions entered into during the year were in the ordinary course of business and on an armslength basis. Accordingly, disclosure in Form AOC-2 is not applicable / there are no transactions required to be reported in Form AOC-2. They were reviewed in accordance with Section 188 of the Act, Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Companys related-party transaction policy. Omnibus or specific approval of the Audit Committee was obtained wherever required. No material related-party transaction, as defined under Regulation 23 of the Listing Regulations, was entered into during the year; relevant disclosures are included in the notes to the financial statements.

Listing of Securities

The Companys equity shares are listed on BSE Limited. The annual listing fee for FY 2026 27 has been paid to BSE Limited.

Directors and Key Managerial Personnel

The Board comprises professionals with experience across financial services, investment, governance, technology and business transformation. The current public disclosures identify Mr. Ramesh Venkataraman as Chairman and Non-Executive Director, Mr. Srikrishna Narasimhan as Whole-Time Director and Chief Executive Officer, Mr.

Ravinder Singh Amar as Independent Director and Ms. Asha H. Shah as Woman Independent Director.

Mr. Ramesh Venkataraman (DIN: 03545080) retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. There was no appointment or cessation of any Director during FY 2025-26.

The proposal to reappoint Mr. Srikrishna Narasimhan (DIN: 07175251) as Whole-Time Director and Chief Executive Officer for three years from 22 December 2026 to 21 December 2029 is being placed before the members. The proposal to appoint Ms. Padmini Yash Dhuru (DIN: 08151220) as Non-Executive Independent Director of the

Company for the tenure of 5 years commencing from August 13, 2026 till August 12, 2031 of the Company is being placed before the members.

In accordance with Section 203 of the Act, the Key Managerial Personnel as on the date of this Report are

Mr. Srikrishna Narasimhan, Whole-Time Director and Chief Executive Officer; Ms. Pooja Mishra, Chief Financial Officer; and Ms. Khushboo Doshi, Company Secretary and Compliance .

Declaration by Independent Directors

The Company has received declarations from each Independent Director confirmingcompliance with Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8), they have also confirmed that no circumstance exists or may reasonably be anticipated that could impair their ability to discharge their duties independently. The Directors have complied with the Code for Independent Directors in Schedule IV to the Act, furnished declarations under Section 164(2), and the Independent Directors have registered with the databank maintained by the Indian Institute of Corporate Affairs pursuant to Section 150 read with Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014.

Board and Committee Meetings

The Board met five times during FY 2025 26 in compliance with Section 173 of the Act, the Listing Regulations and

Secretarial Standard-1 on Meetings of the Board of Directors. The intervening gap was within the prescribed period. The Company has Audit, Nomination and Remuneration, and Stakeholders Relationship Committees. Meeting dates, attendance, composition, charters and terms of reference are provided in the Corporate Governance Report; all recommendations of the Audit Committee were accepted by the Board.

Board Evaluation

The Board carried out an annual evaluation of its own performance, the performance of its Committees and individual

Directors in accordance with the Act, the Listing Regulations and the evaluation framework adopted by the Company.

The evaluation considered, among other matters, Board composition, quality of deliberations, strategic oversight, governance, risk management, Committee effectiveness and the contribution of individual Directors.

Nomination and Remuneration Policy

Pursuant to Section 178 of the Act, the Company has adopted a Nomination, Remuneration and Board Diversity

Policy governing qualifications, positive attributes, independence, appointment, remuneration and evaluation of Directors, key managerial personnel and senior management. The policy also promotes diversity of thought, experience, background, knowledge, age and gender. It is available on the Companys website and its salient features are addressed in the Corporate Governance Report.

Corporate Governance

The Company is committed to maintaining high standards of governance, transparency, accountability and stakeholder protection. Pursuant to Regulation 34(3) read with Schedule V to the Listing Regulations, the Corporate

Governance Report forms part of the Boards Report and is annexed as AnnexureB from,along with the certificate a Practising Company Secretary regarding compliance with corporate-governance requirements form part of the Annual Report as Annexure 4.

Internal Financial Controls

The Company has established internal financial controls commensurate with the size, scale and complexity of its operations. The framework covers financial reporting, operational processes, technology, treasury, regulatory compliance and safeguarding of assets and is supported by statutory audit, internal audit, concurrent audit and specialised information-security reviews.

The statutory auditors, in the audited financial-results filing dated 19 May 2026, issued an unmodified opinion. The Audit Committee reviews significant audit observations and the status of corrective actions.

Risk Management, Compliance and Information Security

Risk management and regulatory compliance are integral to the Companys operating model. Principal areas of focus include foreign-exchange and treasury risk, regulatory and compliance risk, cybersecurity, data governance, partner risk, operational resilience, customer protection, fraud risk and business continuity.

The Company maintains ISO/IEC 27001:2022 and PCI DSS 4.0.1 certifications in support of its information-security and card-data protection framework. As the Company expands across D2C, cards, partner distribution and new regulatory use cases, it will continue to strengthen KYC/AML controls, transaction monitoring, cybersecurity and third-party oversight.

Auditors and Audit Reports Statutory Auditors

S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), were appointed at the 35th Annual General Meeting to hold office until the conclusion of the 40th Annual General Meeting. Their report on the FY 2025 26 financial statements contains no qualification, reservation or adverse remark. The report under the Companies (Auditors Report) Order, 2020 notes a slight delay in payment of statutory dues under clause vii(a).

Secretarial Auditor

Pursuant to Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, Mr. Dharmesh Zaveri (C.P. No. 4363), Proprietor of D. M. Zaveri & Co., Practising Company Secretary, conducted the secretarial audit for FY 2025 26. The Secretarial Audit Report in Form MR-3 forms part of this Report as Annexure III and contains no qualification requiring a Board explanation. The Annual Secretarial Compliance Report under Regulation 24A, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, is available at https://www.wsfxglobalpay.com/investors.

Internal Auditor

The Board, at its meeting held on 19 May 2026, appointed M/s SAAM & Associates LLP, Chartered Accountants, as

Internal Auditor for FY 2026-27 pursuant to Section 138 of the Act.

Cost Records and Cost Audit

In accordance with Section 148(1) of the Act, maintenance of cost records and cost audit were not applicable to the

Company during the year having regard to the nature of its business activities.

Investor Education and Protection Fund

The disclosures relating to activities undertaken under the Investor Education and Protection Fund provisions are included in the Corporate Governance Report forming part of the Annual Report.

Reporting of Frauds

During the year, the Statutory Auditors, Internal Auditors and Secretarial Auditor did not report any fraud under

Section 143(12) of the Act to the Audit Committee or the Board.

Corporate Social Responsibility

The Company undertook CSR activities in accordance with Section 135 of the Act and its CSR Policy and spent 2% of the prescribed net profits during the year. The statutory annual report on CSR activities forms part of the Annual

Report and is annexed as Annexure II to this report. The CSR Policy, adopted by the Board on 27 May 2025, is available at https://www.wsfxglobalpay.com/investors.

Particulars of Employees

Disclosures 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 form part of this Report as Annexure IV. During the year, no employee received remuneration exceeding the limits prescribed under Rule 5(2). Details of sitting fees paid to

Non-Executive Independent Directors are provided in the Corporate Governance Report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the annual return in Form MGT-7 for FY 2025 26 will be made available on the investor section of the Companys website at https://www.wsfxglobalpay.com/investors in the manner prescribed.

Conservation of Energy, Technology Absorption and Foreign Exchange

The Company is principally engaged in financial services operations. Nevertheless, it continues to promote responsible use of energy and technology-enabled process efficiency across its offices and digital infrastructure.

The Company continued to invest in digital onboarding, API-led integration, transaction automation, app-led card management and cybersecurity.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Lakhs)

Particulars	For the year ended
	31.03.2026	31.03.2025
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	332.97	94.98
Professional fees	89.03	69.08
Traveling expenses	2.86	2.39

There were no reported foreign-currency earnings from export or import of foreign currencies.

Human Resources

The Companys transformation requires capabilities across foreign exchange, treasury, technology, product development, compliance, operations, business development and customer service. The Company continued to invest in training on FEMA, KYC/AML, regulatory requirements, information security, product capabilities and technology adoption.

As at 31 March 2026, the Company employed 383 professionals. Their contribution, resilience and alignment with the Companys values were instrumental in advancing its foreign-exchange and cross-border-payments strategy.

Prevention of Sexual Harassment

The Company has a zero-tolerance approach to sexual harassment and maintains a policy and an Internal Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. In accordance with the Companies (Accounts) Second Amendment Rules,

2025, the Company reports that during FY 2025-26 no complaint was received, no complaint was disposed of and no complaint remained pending beyond 90 days.

The disclosure under the said Act for the year ended March 31, 2026 is provided in the table below:

Sr. Particulars	No of Complaints
1 Number of complaints of sexual harassment received in the year	Nil
2 Number of complaints disposed off during the year	Nil
3 Number of cases pending for more than ninety days	Nil

Also the Internal Complaints Committee as required to be constituted by the Company has been duly constituted as per policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Policy is uploaded on the website of the Company at https://www.wsfxglobalpay.com/investors

Maternity Benefits

The Company complied with the Maternity Benefit Act, 1961 during the year. Eligible employees received the prescribed benefits, including paid maternity leave and nursing breaks.

Vigil Mechanism and Whistle-Blower Policy

The Company has established a vigil mechanism and Whistle-Blower Policy pursuant to Section 177(9) of the Act, the Listing Regulations and the SEBI (Prohibition of Insider Trading) Regulations, 2015. The mechanism provides safeguards against victimisation and direct access to the Chairperson of the Audit Committee in appropriate cases. No person has been denied access to the Audit Committee.

Significant and Material Orders order was passed by any regulator, court or tribunal during the year that would affect the Nosignificant

Companys going-concern status or future operations.

Insolvency and Bankruptcy Code

No application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

One-Time Settlement and Valuation

The disclosure concerning differences in valuation in connection with a one-time settlement with banks or financial institutions was not applicable during the year.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards were followed and there were no material departures; - appropriate accounting policies were selected and applied consistently, and judgements and estimates were made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2026 and of its profit for the year ended on that date; - proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; - the annual accounts were prepared on a going-concern basis; - adequate internal financial controls were laid down and such controls were operating effectively; and

- proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Update on the Fraudulent Transaction at a Branch in Southern Region in the Year 2011-12

WeizmannForexLimitedhadfileda 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.

Whole-Time Director and Chief Financial Officer Certification

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

Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year ended 31 March 2026 forms part of the Annual Report. It discusses the economic and industry environment, operational performance, opportunities and threats, customer/segment- and zone-wise management information, risks, internal controls, human resources and the outlook for FY 2026-27. The Company operates in a single reportable segment under Ind AS 108.

Outlook

The Company enters FY 2026-27 with strengthened technology infrastructure, an established Student franchise, proprietary card issuance and wider distribution opportunities. Its priorities include scaling Student Payments, Cards,

Leisure and D2C, permitted Retail Remittances, partner-led forex distribution, co-brand partnerships and technology-led solutions for eligible business cross-border payments.

The Company will continue to balance innovation and growth with financial discipline, regulatory compliance, customer protection, transparency and responsible governance, with the objective of creating sustainable long-term value for all stakeholders.

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

The Board places on record its appreciation for the continued support and guidance received from the Reserve

Bank of India, Securities and Exchange Board of India, BSE Limited, banks, card networks, regulators, business partners, customers and other stakeholders. The Directors also acknowledge the commitment and contribution of the Companys employees and thank the members for their continued confidence in the Company.