Directors Report of WSFx Global Pay Ltd.

Mar 31, 2025

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 crossborder 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 Payâs vision is built on its evolved core values â Trust & Transparency, Customer-First Simplicity, Innovation with Purpose, and Compliance & Excellence â 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 Companyâs 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 â from issuance and load to real-time management and settlement â 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

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

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

â¢ 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 Indiaâs outbound travel landscape.

The Global Pay App and Web Portal have been revamped to support a fully digital journey â 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 serviceâall 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:

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

â¢ Smart Agentâ¢ Platform - A digitally integrated platform for agents and partners, now enhanced with a lead management module.

â¢ 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 Companyâs 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

COMPANYâS PERFORMANCE

During the year under review, the revenue from operations amounted to Rs. 8,651.60 Lakhs, higher by 23.52% over the previous yearâs 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 yearâs 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 Companyâs 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 Employeeâs stock options.
2	03-09-2024	67,250	25.20	Pursuant to exercise of vested Employeeâs stock options.
3	04-12-2024	1,85,250	25.20	Pursuant to exercise of vested Employeeâs stock options.
4	07-03-2025	68,500	25.20	Pursuant to exercise of vested Employeeâs 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 Companyâs 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 (âInd-ASâ) 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 (âListing Regulations, 2015â), 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 armâs length basis are included in notes forming part of the financial statements. However, there were no âmaterialâ 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
Particulars	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 Companyâs 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 Companyâs 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 Companyâs transformation journeyâfrom a traditional forex services provider to a modern, digital-first global payments and card platform.

The launch not only enhances WSFxâs 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 Companyâs 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 Companyâs 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^thAGM 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, Companyâs business, Companyâs 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

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 Directorâs 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) Chairmanâs 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.

DIRECTORSâ 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 âgoing concernâ 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

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 (Auditorsâ Report) Order, 2020 the auditorâs 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.

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 (âIEPFâ)

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 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%20 policy.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 Boardâs 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 (âESOP Schemeâ)

Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employeesâ 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 âWall Street Finance Limited - Employees Stock Option Plan 2018 (WSFL-ESOP 2018) to enable its employees to participate in the companyâs future growth and financial success. Your Company provides its employees a platform for participating in important decision-making and instilling longterm 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 Auditorâs 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.pd f

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 âSexual Harassmentâ 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 âPolicy on Prevention of Sexual Harassmentâ 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 creche 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 managementâs 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 Honâble Court of Principal Sub Civil Judge, Kollam, Kerala in respect of some fraudulent transactions at a branch in the southern region in the FY 201112. The final decree in respect of aforesaid fraud was passed by the Honâble 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 Honâble 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 Companyâs 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 Directorsâ Report and Management Discussion and Analysis Report describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ 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 Companyâs 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.

Mar 31, 2024

Your Directors are pleased to present the Integrated Annual Report of your Company along with the Audited Financial Statements for the year ended March 31,2024.

OVERVIEW

WSFx Global Pay Limited (formerly known as Wall Street Finance Limited) (âWSFxâ) is in the business of foreign exchange and cross border payment services through its network of 19 branches and digital platform under its AD-II License issued under FEMA Act by the Reserved Bank of India. As a testament to its commitment to security and compliance, WSFx holds an ISO 27001-2022 certification.

WSFx has cultivated enduring partnerships with reputable banks including HDFC Bank, ICICI Bank, IndusInd Bank, RBL Bank, and Yes Bank. These valuable associations enable WSFx to efficiently cater to the outward remittance and referral transaction requirements of its esteemed customers. Furthermore, WSFx offers a co-branded prepaid multi-currency card in collaboration with YES Bank and VISA. Additionally, the Company holds a prime channel partnership for the sale and distribution of Thomas Cook Travel Cards in India.

Over the years, WSFx has successfully launched Platforms & Products that are redefining the Industry, leading to a Digital Transaction.

â¢ WSFx Global Pay App & Web Portal: The Customer centric App & Web Portal enable the Students & the Leisure Travellers avail Foreign Exchange in a seamless manner. The App/Portal acts as a one-stop-shop all forex and travel related services viz. Forex Cards, Remittances, support for GIC / Blocked Account Opening, and related services. The web portal has been revamped to further enhance the experience. Customers can have a fully digital experience while placing the order, with Online A2 Form submission & V-CIP (Video based Customer Identification Process)

â¢ WSFx Smart CorporateÂ® Platform: The Corporate Platform provides advanced digital solutions designed to aid corporates with their forex requirements for business travel.

â¢ WSFx Smart Agentâ¢ Platform: Comprehensive digital solution designed for Agent Partners to manage their Customerâs Forex & Remittance requirements. The platform has now been integrated with a new module to manage the leads seamlessly.

â¢ WSFx Global Pay Platform (FPaaS): Designed exclusively for the Agent Partners & Education Institutions, this cutting-edge Plug & Play Forex Platform as a Service solution is a testament to WSFxâ Digital Transformation journey. It provides an advanced interface for the Agent partners / Institutions and Students alike, to effortlessly place an order and complete the onboarding process for Remittances & Forex Cards.

â¢ WSFx Smart Currency Card: WSFx Smart Currency Card, is an advanced Forex Prepaid Card Solution with state of the art features - card linking & card management through app, and INR Wallet facility for a cohesive user experience. Card management through App gives the ability to control transactions and ensure security at the click of the button for the customers.

WSFx''s vision is to consolidate its position as a prominent payment fintech, delivering secure and reliable digital forex & payment solutions to its valued customers. To better reflect the company''s strategic focus on cross border payments and digital solutions, the name of the company was changed to WSFx Global Pay Limited.

The organization aims to further add to its Digital Transformation efforts ensuring its foundational tenets of Trust, Transparency, Convenience & Compliance, and Create value for stakeholders and highlight its unwavering commitment.

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

(Rs in lakhs)

Particulars	31.03.2024	31.03.2023
Revenue from Operations	7004.11	4607.83
Other Income	208.00	134.57
Profit before finance cost, depreciation, prior period adjustments and tax	747.44	389.62
Less: Finance Cost	77.25	94.83
Profit / (loss) before depreciation / tax	670.19	294.78
Less: Depreciation	257.92	204.87
Net profit/(loss) before exceptional and extraordinary items and tax	412.27	89.91
Add: Exceptional item	NIL	NIL
Net profit / (loss) before tax	412.27	89.91
Less: Tax including Deferred Tax	NIL	(26.88)
Profit / (loss) after tax	412.27	116.79
Add/(Less): Other Comprehensive Income	(7.48)	6.39
Profit/(loss) carried to balance sheet	404.79	123.18

COMPANYâS PERFORMANCE

During the year under review, the revenue from operations amounted to Rs. 7004.11 Lakhs, higher by 52% over the previous yearâs revenue of Rs. 4607.83 Lakhs. The Profit after tax (PAT) for the FY 2023-24 & FY 2022-23 is Rs. 412.27 Lakhs & Rs. 116.79 Lakhs respectively, thus registering a growth of 253% over the PAT of previous FY 2023.

QUALITY INITIATIVES

The Company continues to strengthen its commitment to superior customer experience, best-in-class service management, robust information security and privacy practices. Further, we ensure consistent delivery of products and services to meet or exceed customer requirements and achieve operational efficiency. WSFx once again successfully continues to maintain certification to ISO 27001:2022 (Information system and security supporting business operation, software design and development, infra and application support). WSFx continues to focus of digital transformation, which results sustained high customer satisfaction.

SHARE CAPITAL

a) Increase in Authorised Share Capital:

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	27-12-2023	1,24,400	25.20	Pursuant to exercise of vested Employeeâs stock options.
2	16-02-2024	46,750	25.20	Pursuant to exercise of vested Employeeâs stock options.
3	13-03-2024	1,21,850	25.20	Pursuant to exercise of vested Employeeâs stock options.

Consequent to the above, the paid-up equity share capital of your Company as on March 31,2024 stood at Rs. 11,86,48,000 /- comprising of 1,18,64,800 Equity shares of Rs.10/- each.

On April 01,2024, the Company granted 1,77,500 Employee Stock Options (ESOP) to the eligible employees under existing Wall Street Finance Limited - Employee Stock Option Scheme 2018 of the Company at the rate of Rs. 60/- each.

On May 28, 2024, the Company allotted 1,52,827 Equity shares pursuant to exercise of vested stock options by employees.

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 2023-24 and to appropriately reward the members, the Board of Directors have recommended final dividend of Re. 1.00/- per equity shares (i.e. 10%) per equity share of the face value of Rs. 10/- each fully paid equity shares as final dividend for FY 2023-24 which is subject to approval of the members of the Company in the ensuing 37^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.

RESERVES

For the FY ended March 31,2024, 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.

The 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.

CASH FLOW STATEMENT

In conformity with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations, 2015â), the cash flow statement for the year ended March 31,2024 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

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
Particulars	31.03.2024	31.03.2023
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	41.43	0.00
Professional fees	34.00	30.00
Traveling expenses	1.73	6.58

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

INTERNAL FINANCIAL CONTROLS

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

In line with the Companyâs Strategic Growth Plan, WSFX Global Pay Limited has become a Principal member of Visa Worldwide Pte. Ltd. and has further entered into an agreement in the month of May with Visa for the launch of Forex prepaid cards. This marks a significant milestone for WSFX Global Pay, enhancing its offerings in the Forex market.

WSFx Global Pay Limited has launched the new WSFX Global Pay Web Portal with effect from April 23, 2024. The WSFx Global Pay Portal is a completely transformed version of the WSFx SmartFx Portal. The new portal will enable the customers to transact seamlessly, by visiting WSFX.in. The portal aligns with our goal of providing highest level of security, convenience and compliance at the core.

Other than above, there have been no material changes and commitments, affecting the financial position of the Company which occurred during the period between the end of the financial year to which the financial statements relate 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 2024-25 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 31,2024.

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 37^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:

There were no appointments or cessations of any Director during the FY under review.

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

Mr. Brij Gopal Daga (DIN No. 00004858) will be completing his second term as an Independent Director on September 23, 2024. Consequently, Mr. Daga will retire from the Company effective close of business hours on September 23, 2024 and shall cease to be the Chairman of the Audit Committee and Nomination & Remuneration Committee effective from the above-stated date.

Subsequent to the end of the financial year March 31, 2024

There has been No change subsequent to the end of the financial year March 31,2024 Declaration by Independent Directors:

Information regarding the directors seeking appointment/ re-appointment

Familiarization Program

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-aovernance/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

During the year under review, Ms. Manisha Lakhotia, the Company Secretary and Key Managerial personnel of the Company resigned from the services of the Company on December 27, 2023 and therefore ceased to be part of KMP from the said date.

Subsequent to Ms. Manishaâs cessation as Company Secretary, the Board of Directors considered and approved the appointment of Ms. Khushboo Doshi, as the Company Secretary and Key Managerial personnel of the Company at their meeting held on January 24, 2024 with effect from the close of business hours on January 24, 2024.

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.

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 Directorâs Performance Evaluation

(ii) Evaluation of the Board as a Whole

(iii) Chairmanâs Performance Evaluation

(iv) Performance Evaluation of Board Committees

The Directors expressed their satisfaction with the evaluation process.

DIRECTORSâ 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;

(d) the Directors have prepared the annual accounts for the Financial Year ended March 31, 2024 on a âgoing concernâ 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

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

The details of sitting fees paid to Non-Executive Independent Directors during the FY 2023-24 are provided in the Corporate Governance report forming part of the Annual Report.

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 2023-24, 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:

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 auditorâs 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, 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 2023-24. The secretarial audit report for the financial year ended March 31,2024 is enclosed herewith as ANNEXURE III and forms an integral part to this Report.

The Secretarial Audit Report contains following qualification:

The Company has submitted disclosure of Related Party Transactions next day of publication of its audited Financial Results for the year ended March 31, 2024 as per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Response:

Due to technical glitch, submission of Related Party Transactions disclosure under Regulation 23(9) of Listing Regulation to the Stock Exchange was done next day of publication of its audited Financial Results for the year ended March 31,2024. The Management of the Company has taken all necessary steps to comply with the aforesaid regulations in future.

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. https://s3.ap-south-1.amazonaws.com/files.wsfx.in/pdf/corporate-governance/ Announcements&Updates/Annual Secretarial Compliance Certificate Reg24(A).pdf

COST RECORDS AND COST AUDIT

INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

REPORTING OF FRAUDS

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 prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

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

Key provisions of the policy are summarized hereunder:

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

RISK MANAGEMENT POLICY

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 Boardâs 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 31,2024 will be available on the website of the Company https://www.wsfx.in/investors.

EMPLOYEE STOCK OPTION PLAN (âESOP Schemeâ)

CORPORATE GOVERNANCE

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 31,2024 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.

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

There was no complaint received from any employee during the year under review.

WHISTLE-BLOWER POLICY/VIGIL MECHANISM POLICY

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 Honâble Court of Principal Sub Civil Judge, Kollam, Kerala in respect of some fraudulent transactions at a branch in the southern region in the FY 201112. The final decree in respect of aforesaid fraud was passed by the Honâble 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 Honâble High Court of Kerala and the same remains pending for arguments.

UPDATE ON INSURANCE MATTERS

The claim of Rs. 225 Lakhs paid to Muthoot Exchange Private Limited towards a full and final settlement of all disputes vide order dated 5th September 2016 under Special Leave Petition issued by Supreme Court of India was been pending with the Insurance Company a part of fidelity claim filed in 2011. After repeated reminders and follow ups since September 2016 the Company has received on April 10, 2024 the claim amounting to Rs. 162 lakhs.

OTHER DISCLOSURES

applicable, refer to the Companyâs website www.wsfx.in or relevant details will be provided to the members on written request to the Company Secretary.

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

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

For and on behalf of the Board For WSFx Global Pay Limited (Formerly known as Wall Street Finance Limited)

Srikrishna Narasimhan Ramesh Venkataraman

Date : August 01,2024 Whole Time Director & CEO Director-Chairman

Place: Mumbai DIN: 07175251 DIN: 03545080

Mar 31, 2018

To,

The Members of Wall Street Finance Limited

The Directors are pleased to present 31^st Annual Report of your Company along with the Audited Financial Statements for the year ended 31^st March, 2018.

OVERVIEW

The Company has successfully divested its entire stake of Goldman Securities Private Limited (GSPL) and transferred its MTSS business to EBIX Software India Private Limited (EBIX).

The Company continues to provide forex services for individual, business travellers and caters to the outwards remittance requirements for student for their overseas education and other remitters under the Liberalised Remittance Scheme (LRS) of RBI.

The Company is into the transformational journey with the objective of enhancing value creation for all stakeholders.

Detailed information about the business review, outlook and state of affairs of the Company are included in the Management Discussion and Analysis Report and Chairmanâs Statement forming part of the Annual Report.

FINANCIAL RESULTS

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

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Profit before finance cost, depreciation, prior period adjustments and tax	85.75	546.52	127.71	576.79
Less: Finance Cost	312.46	457.05	309.74	457.05
Profit / (Loss) before depreciation / tax	(226.71)	89.47	(182.03)	119.74
Less: Depreciation	60.85	39.87	61.65	41.44
Net profit / (loss) before exceptional and extraordinary items and tax	(287.56)	49.60	(243.68)	78.30
Exceptional item	3,821.66	-	3,821.66	-
Net profit / (loss) before tax	3,534.09	49.60	3,577.98	78.30
Less: Tax including Deferred Tax	852.89	6.78	859.20	15.07
Profit / (loss) after tax	2,681.20	42.82	2,718.78	63.23
Add: Other Comprehensive Income	19.24	4.03	19.24	3.92
Surplus carried to balance sheet	2,700.44	46.85	2,738.02	67.15

During the financial year, the income from operations amounted to RS. 3,450.40 Lakhs as against RS. 4,392.58 Lakhs for the previous year, recording a marginal decline of 21.45%. The net profit of the Company has significantly increased to RS. 2,681.20 Lakhs during the year taking into account exceptional income as against the net profit of RS. 42.82 Lakhs in the previous year.

At consolidated level, during the financial year, the income from operations amounted to RS. 3,567.69 Lakhs as against RS. 4,684.72 Lakhs for the previous year, recording a marginal decline of 23.84%. The net profit of the Company has significantly increased to RS. 2,718.78 Lakhs during the year taking into account exceptional income as against the net profit of RS. 63.23 Lakhs in the previous year.

Figures of the current year were not directly comparable with the previous year since the Company had transferred its Money Transfer Service Scheme (MTSS) business to GSPL which was acquired by EBIX Software India Private Limited (EBIX) as mentioned above for a consideration of RS. 4,733 Lakhs.

The Company was engaged primarily in the business of Money Transfer and Money Changing. Money Transfer now stands sold as slump sale and hence, there is no separate reportable segment within the criteria as defined under Indian Accounting Standard 108 - Operating Segment. The nature of the Companyâs activities is such that geographical segments are not separately identified.

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification dated 16^th February, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company with effect from 1^st April, 2017 pursuant to SEBI Circular CIR/CFD/FAC/62/2016 dated 5^th July, 2016. Accordingly the financial statements of the Company for the year ended 31^st March, 2018 have been prepared as per Ind AS. The areas which had an impact on account of transition to Ind AS have been reported in the note no. 36 to the financial statements.

SHARE CAPITAL

There was no change in the share capital of the Company during the financial year 2017-18.

DIVIDEND

During the year under review, the Board of Directors had declared and paid to the shareholders, an interim dividend of RS. 4.25 per equity share. The Board of Directors deemed it prudent not to recommend any final dividend.

TRANSFER TO RESERVES

During the year under review, the Company had transferred RS. 2,681.22 Lakhs to General Reserve of the Company.

PUBLIC DEPOSITS

Matured unclaimed and unpaid fixed deposit of public as on 31^st March, 2018 was RS. 20,526 (including interest of RS. 5,526). There is no default in repayment of deposits and payment of interest thereon during the year.

The above said matured unclaimed and unpaid deposit has been transferred to the Investor Education and Protection Fund (IEPF) on account of it remaining unclaimed and unpaid for a period of seven years from the date they became due for payment. The Company has transferred all unclaimed / unpaid matured deposits to IEPF as on 16^th April, 2018 on expiry of seven yearThus, as on date there is no deposits lying in the books and pending with the Company .

BORROWINGS

The working capital requirements of the Company are currently funded by the Companyâs bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the bankerâs at the best possible terms.

UPDATE ON THE INSURANCE CLAIM RELATED TO FRAUDLENT TRANSACTION AT A BRANCH IN SOUTHERN REGION AS REPORTED IN PREVIOUS YEAR REPORT

The Company has already reported recovery of substantial amount of RS. 474 Lakhs from Insurance Company against an insurance claim filed in the FY 2011-12 for losses arising out of some fraudulent transactions at a branch in southern region. The Company has further claimed RS. 225 Lakhs required to be paid to Muthoot Exchange Private Limited towards full and final settlement of all disputes vide order dated 5^th September, 2016 under Special Leave Petition No. 3658/2015 issued by Supreme Court of India. The claim towards aforesaid amount paid to Muthoot Exchange Private Limited is under process.

A civil claim of RS. 125 Lakhs had been filed by Weizmann Forex Limited before the Honâble Court of Principal Sub Civil Judge, Kollam, Kerala in respect of the aforesaid fraud. The final decree in said matter was passed on 21^st November, 2016 by the Hon. Court, 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 favour of the Company. Against that an appeal has been filed by Weizmann Forex Limited before Honâble High Court of Kerala and the same remains pending.

CASH FLOW STATEMENT

In conformity with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations, 2015â), the cash flow Statement for the year ended 31^st March, 2018 is attached as part of the Annual Financial Statements of the Company.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements for the financial year ended 31^st March, 2018 includes the performance of its two wholly owned subsidiary Companies, namely, S Global Insurance Advisory Limited for the financial year ended 31^st March, 2018 and Goldman Securities Private Limited for the half year ended 30^th September, 2017.

In accordance with the provisions of the Companies Act, 2013 and the provisions of Indian Accounting Standards (âInd-ASâ), the consolidated financial statements of the Company form part of the Annual Report and shall be laid before the ensuing 31^st Annual General Meeting (âAGMâ) of the Company along with the Companyâs financial statements. Further, a statement containing salient features of the financial statements of the wholly owned subsidiary companies in the prescribed format AOC-I forms part of the Annual Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements and all other documents as required under the relevant provisions of the Companies Act, 2013 has been placed on the website of the Company and further, as per fourth proviso of the said section, audited annual financial statements of the subsidiary Companies have also been placed on the website of the Company, www.wsfx.in.

PERFORMANCE AND FINANCIAL POSITIONS OF WHOLLY OWNED SUBSIDIARY COMPANIES

- Global Insurance Advisory Limited

During the year under review, the Company has earned total revenue of RS. 0.44 Lakhs in FY 2017-18 as compared to RS. 2.65 Lakhs in the FY 2016-17 and has booked a Loss of RS. 0.36 Lakhs as compared to the Profit of RS. 1.28 Lakhs in FY 2016-17.

Goldman Securities Private Limited

The Company has earned total revenue of RS. 116.94 Lakhs for a period from 1^st April, 2017 to 30^th September, 2017 as compared to RS. 289.49 Lakhs in the FY 2016-17 resulting a profit of RS. 3.42 Lakhs for a period from 1^st April, 2017 to 30^th September, 2017 as compared to profit of RS. 19.09 Lakhs in FY 2016-17.

PARTICULARS OF LOANS, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, guarantee or provided security during the year under review. The particulars of investments made have been disclosed in the note no. 7 of standalone financial statements which forms part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, in compliance of provisions of Section 188 of the Companies Act, 2013 readwith rules framed thereunder and Regulation 23 of the Listing Regulations, 2015, approvals of the Board of Directors and Audit Committee were taken from time to time, wherever required. There being no âmaterialâ related party transactions as defined under Regulation 23 of the Listing Regulations, 2015.

The details of the related party transactions entered during the year under review are included in the note no. 31 forming part of the standalone financial statements which forms part of Annual Report.

The Policy of related party transactions and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and link for the same is https://wsfx.in/assets/pdf/ corporate-governance/Policies&Codes/Policy_on_Related_Party_Transactions.pdf

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company was into the business of MTSS till 4^th October, 2017, the remittances sent from abroad for family maintenance were disbursed to the receivers residing in India in compliance with the guidelines prescribed by Reserve Bank of India from time to time.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the other particulars relating to 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 amended from time to time are not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Company has adopted relevant policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 the external firms of Chartered Accountants appointed by the Audit Committee and the Board. The Audit observations and corrective actions, if any, taken thereon are periodically reviewed by the Audit Committee to ensure effectiveness of the internal control system. The Statutory Auditors have reviewed the internal financial controls as part of control assurance process. It was reported to be satisfactory and acceptable and no material weaknesses in the design or operations were observed. The recommendation of the internal and statutory auditors for improving or further strengthening internal financial controls with reference to the financial statements were accepted by the Management and the same are being implemented.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31^st March, 2018 and the date of the Directorâs report i.e. 14^th May, 2018.

LISTING OF SECURITIES

Equity Shares of the Company are presently listed on BSE Limited. The annual listing fee for the year 2018-19 has been duly paid to BSE Limited.

UPDATE ON REGULATORY APPROVALS

During the year under review, Authorized Dealer Category-II Licence has been renewed for a period of one year valid till 31^st December, 2018 and RBI has given permission for a period of one year to import currency notes valid till 31^st March, 2019.

BOARD OF DIRECTORS

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dilip Modi being longest in the office shall retire at the ensuing AGM and is eligible for the re-appointment. The Board recommends his re-appointment at ensuing AGM for the approval of members.

All Independent Directors have provided declarations as required under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and rules made thereunder and regulation 16(1)(b) of the Listing Regulations, 2015.

Ms. Preeti Malhotra resigned w.e.f. 21^st February, 2018, the vacancy created due to her resignation will be filled shortly in compliance of the relevant provisions of the Companies Act, 2013 and the Listing Regulations, 2015.

The Board approved the appointment of Mr. Arun Ajmera, Chief Executive Officer (Key Managerial Personnel) as Whole-Time Director and Co-Chief Executive Officer-MTSS and Mr. N Srikrishna as Co-Chief Executive - Forex w.e.f. 17^th July, 2017.

Mr. N. Srikrishna was appointed as the Whole-Time Director and Chief Executive Officer (Key Managerial Personnel) w.e.f. 22^nd December, 2017 due to resignation of Mr. Arun Ajmera from the position of Whole-Time Director and Chief Executive Officer (Key Managerial Personnel) w.e.f. 30^th November, 2017.

KEY MANAGERIAL PERSONNEL

The following were the Key Managerial Personnels of the Company during the FY 2017-18:

(1) Mr. Arun Ajmera, Whole Time Director and Chief Executive Officer (upto 30^th November, 2017)

(2) Mr. Dipesh Dharod, Chief Financial Officer

(3) Ms. Chaitali Desai, Company Secretary

(4) Mr. N Srikrishna, Whole Time Director and Chief Executive Officer (w.e.f. 22^nd December, 2017)

FORMAL ANNUAL EVALUATION OF THE BOARD

The Board has carried out the annual evaluation of its own performance and each of the directors individually, including the independent directors and the committees of the Board. The manner in which the evaluation has been carried out is detailed in the Corporate Governance Report, which forms part of the Annual Report.

AUDITORS AND AUDITORS REPORT

M/s. DTS & Associates, Chartered Accountants, Mumbai were appointed at the 30^th Annual General Meeting (AGM) held on 20^th September, 2017 for a period of five years as the statutory auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2022. The Company had received letter from the said firm that their appointment is within the prescribed limits and confirmed that they are not disqualified pursuant to provisions of the Companies Act, 2013 and other applicable statutory provisions.

The Auditorsâ Report for the financial year ended 31^st March, 2018 on the financial statements of the Company is a part of this Annual Report. The notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

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, the Company has appointed M/s D. M. Zaveri & Co. (C.P. No. 4363) a firm of Company Secretaries in Practice to undertake the secretarial audit of the Company. The secretarial audit report for the financial year ended 31^st March, 2018 does not contain any qualification, reservation or adverse remark and the same is enclosed as Annexure I to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has framed a CSR policy in compliance of the relevant provisions of the Companies Act, 2013 and the same is uploaded on the website of the Company and link for the same is https://wsfx.in/assets/pdf/corporate-governance/ Policies&Codes/CSR_Policy.pdf. The details of the CSR Committee and the amounts spent during the year is included in the CSR Annual Report enclosed as Annexure - II forms part of this report.

NOMINATION AND REMUNERATION 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 specified under the provisions of Section 178 of the Companies Act, 2013. The Policy also includes the criteria for nomination, appointment and removal of Directors, Key Managerial Personnels (KMPs) and Senior Management and to fix their remuneration. No change in the policy since the last financial year.

AUDIT COMMITTEE

During the year all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is given in the Corporate Governance Report which forms part of the Annual Report.

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 businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in accordance with the Listing Regulations, 2015.

MEETING OF THE BOARD

The Board met seven times during the year under review. The details of which are given in Corporate Governance report which forms part of the Annual Report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013 and the Listing Regulations, 2015.

COMMITTEES OF THE BOARD

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

(a) Audit Committee

(b) Nomination and Remuneration Committee

(d) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year are provided in the Corporate Governance report forms 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 rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof) forms part of this report and annexed as Annexure III.

The details of sitting fees paid to Non-Executive Independent Directors during the FY 2017-18 are provided in the corporate governance report forms part of the annual report.

During the year under review, 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. Hence, no reporting in this regard would be required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016.

EXTRACT OF ANNUAL REPORT

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with relevant rules framed thereunder, the extract of Annual Return as on 31^st March, 2018 forms part of this Report as Annexure IV.

DIRECTORSâ 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 along with proper explanation relating to material departures;

(d) the Directors have prepared the annual accounts on a âgoing concernâ basis;

(e) the Directors 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.

EMPLOYEE STOCK OPTION PLAN

The Board approved the Wall Street Finance Employees Stock Option Scheme 2013 as recommended by the Nomination and Remuneration Committee on 13^th August, 2013. Since there were several amendments and there has been no grant till date, subject to the necessary statutory approvals as required in compliance of the provisions of the Companies Act, 2013, Listing Regulations, 2015 and SEBI (Share based employee benefits) regulations, 2014, the Board appoved a fresh ESOP scheme titled âWall Street Finance Limited - Employees Stock Option Plan 2018 (WSFL-ESOP 2018)â as recommended by the Nomination and Remuneration Committee for an issue of options upto 17,35,000 to eligible employees including Directors (other than Promoters of the Company, Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company) and to eligible employees of the holding and subsidiary company(ies). The approval of members were obtained through postal ballot on 7^th April, 2018, being last date of voting through ballot paper and e-voting in this connection. The results was declared on 9^th April, 2018 for an issue upto 17,35,000 Options in compliance of the provisions of the Companies Act, 2013, SEBI Listing Regulations, 2015 and SEBI (Share based employee benefits) regulations, 2014.

Options are proposed to be granted with a view to enhancing the employees engagement to reward the employees for their association and performance as well as to motivate them to contribute to the growth and profitability of the Company and to create a sense of ownership and participation amongst them.

CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under Regulation 27 of the Listing Regulations, 2015 alongwith Auditors certificate thereon forms part of the Annual Report.

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

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints.

There was no complaint received from any employee during the financial year 2017-18.

REGULATORY ACTION

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operation in future.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

N. Srikrishna Brij Gopal Daga

Date : 14^th May, 2018 Whole-Time Director and CEO Director

Place : Mumbai DIN - 07175251 DIN - 00004858

Mar 31, 2016

To,

The Members of Wall Street Finance Limited

The Directors are pleased to present the 29th Annual Report of your Company along with the Audited Financial Statements for the year ended 31st March, 2016.

OVERVIEW

During the year under review, your Company continued its core business activities of money changing and money transfer. The Company had a stronger focus on money transfer business and undertook a lot of initiatives to further penetrate the markets. In money changing business, the Company consolidated its market position and focused on increasing customers base. The Company has also started the domestic remittance business in partnership with our group company, Spice Digital Limited. The continuous efforts have been made to improve internal systems and procedures in compliance of the extant guidelines of Reserve Bank of India, which has resulted in improving the operations and revenue of the Company.

Detailed information about the business review, outlook and state of affairs of the Company are included in the Management Discussion and Analysis Report forming part of the annual report.

FINANCIAL RESULTS

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

(Rs. in lakhs)

Particulars	Standalone		Consolidated
Particulars	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Profit before finance cost, depreciation Prior Period Item and tax	696.46	692.17	716.31	675.19
Less: Finance Cost	459.85	421.12	459.85	421.12
Profit / (Loss) before depreciation and tax	236.61	271.05	256.46	254.07
Less: Depreciation	26.14	61.89	26.34	62.03
Net profit / (Loss) before exceptional and Extraordinary Items and Tax	210.47	209.16	230.12	192.04
Exceptional item	-	-	-	-
Net profit / (Loss) before Extraordinary Items and Tax	210.47	209.16	230.12	192.04
Less: Prior period adjustments	-	-	-	0.20
Net profit / (Loss) before tax	210.47	209.16	230.12	191.84
Less: Tax for current year	94.00	71.00	^^120.50	71.00
Less : MAT credit entitlement	-	X (9.24)	-	(9.24)
Less: Deferred Tax	(21.70)	(4.47)	(21.88)	^ (4.47)
Profit / (Loss) after tax	138.17	151.87	131.50	134.55
Add: Balance of profit brought forward	108.57	35.32	78.55	22.61

Particulars	Standalone		Consolidated
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Profit available for appropriation	246.74	187.19	210.05	157.16
APPROPRIATION	-	-	-	-
(a) Less : Transfer to statutory reserve	27.63	30.37	27.63	30.37
(b) Less : Adjustment of fixed asset as per the Companies Act, 2013	-	69.70	-	69.70
(c) Deffered tax adjustment on the assets	-	21.44	-	21.44
Surplus carried to balance sheet	219.11	108.57	182.42	78.53

During the financial year, the income from operations amounted to Rs. 4804.41 Lakhs as against Rs. 4315.72 Lakhs for the previous year, recording a marginal growth of 11.32 %. The Company has earned profit of Rs. 138.17 Lakhs during the year as against profit of Rs. 151.87 Lakhs in the previous year.

At consolidated level, during the financial year, the income from operations amounted to Rs. 4914.70 Lakhs as against Rs. 4316.28 Lakhs for the previous year, recording a marginal growth of 13.86%. The Company has earned profit of Rs. 131.50 Lakhs during the year as against profit of Rs. 134.55 in the previous year.

The Company is engaged primarily in the business of Money Changing and Money Transfer and hence, there is no separate reportable segment within the criteria as defined under Accounting Standard 17-Segment Reporting. The nature of the Companyâs activities is such that geographical segments are not separately identified.

DIVIDEND

Considering the need to conserve cash, your directors deemed it prudent not to recommend a dividend. TRANSFER TO RESERVES

The Company has transferred Rs. 27.63 Lakhs to statutory reserve pursuant to Section 45 -1C of the RBI Act, 1934 during the financial year ended 31st March, 2016.

PUBLIC DEPOSITS

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June, 2010 and since then, it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits from public and had started repaying the fixed deposits along with the interest thereon upon their maturity from the Escrow Account created for the purpose.

During the year under review, public deposits amounting to Rs. 0.49 Lakhs (including interest of Rs. 0.13 Lakhs) was repaid to a fixed deposit holder and Rs. 1.56 Lakhs (including interest of Rs. 0.20 Lakhs) has been transferred to the Investor Education and Protection Fund (IEPF) on account of it remaining unclaimed and unpaid for a period of seven years from the date they became due for payment.

Outstanding fixed deposits of public as on 31st March, 2016 were Rs. 2.42 Lakhs (including interest of Rs. 0.82 Lakhs) as against Rs. 4.47 Lakhs (including interest of Rs. 1.15 Lakhs) as on 31st March, 2015. The Company has no overdue deposits other than unpaid unclaimed matured deposits.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013:

(i) Accepted during the year ended 31st March, 2016 - NIL

(ii) Remained unpaid or unclaimed as at the end of the year - Rs. 2.42 Lakhs

(iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved - N.A.

(a) At the beginning of the year - NIL

(b) Maximum during the year - NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL

BORROWINGS

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of statutory dues and interest on borrowings, repayment of matured public fixed deposits and transfer of matured unclaimed and unpaid deposits to IEPF account from time to time.

UPDATE ON THE INSURANCE CLAIM RELATED TO FRAUDLENT TRANSACTION AT A BRANCH IN SOUTHERN REGION AS REPORTED IN PREVIOUS YEAR REPORT

The Company has already reported last year recovery of substantial amount of Rs. 474 Lakhs from Insurance Company against an insurance claim filed in the FY 2011-12 for losses arising out of some fraudulent transactions at a branch in southern region. The matter related to recovery of balance of Rs. 20.54 Lakhs is being purused by the Company and the same is under process.

CASH FLOW STATEMENT

In conformity with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations, 2015â), the cash flow Statement for the year ended 31st March, 2016 is attached as part of the Annual Financial Statements of the Company.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

During the year under review, the Company has acquired 100% equity shares of Goldman Securities Private Limited (GSPL) on 14th December, 2015 and accordingly, pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements for the financial year 2015-16 includes the performance of its two wholly owned subsidiary Companies namely, S Global Insurance Advisory Limited for the financial year ended 31st March, 2016 and GSPL for the period from 1st December, 2015 being the nearest date of financials to 31st March, 2016.

In accordance with the provisions of the Companies Act, 2013 and the provisions of Accounting Standard (âASâ) 21, the consolidated financial statements of the Company form part of the annual report and shall be laid before the ensuing 29th Annual General Meeting of the Company along with the Companyâs financial statements. Further, a statement containing salient features of the financial statements of the wholly owned subsidiary companies in the prescribed format AOC-I forms part the annual report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the annual report of the Company, containing therein its standalone and the consolidated financial statements and all other documents as required under the relevant provisions of the Companies Act, 2013 has been placed on the website of the Company and further, as per fourth proviso of the said section, audited annual financial statements of the subsidiary Companies have also been placed on the website of the Company, www.wallstreetfinanceltd.com.

PERFORMANCE AND FINANCIAL POSITIONS OF WHOLLY OWNED SUBSIDIARY COMPANIES S Global Insurance Advisory Limited

During the year under review, the Company has earned total revenue of Rs. 0.37 Lakhs in FY 2015-16 as compared to Rs. 0.56 Lakhs in the FY 2014-15 and has incurred a loss of Rs. (8.29) Lakhs in FY 2015-16 as compared to loss of Rs. (17.32) Lakhs in FY 2014-15.

Goldman Securities Private Limited

The revenue of Goldman Securities Private Limited for the period from 1st December, 2015 to 31st March, 2016 was Rs. 110.26 Lakhs and Profit Before Tax (PBT) was Rs. 27.94 Lakhs.

UPDATE ON REGULATORY APPROVALS

During the year under review, Authorized Dealer Category-II Licence has been renewed for a period of nine months valid till 6th January, 2017. The Company is also licensed by RBI to conduct business of Money Transfer Services Scheme (MTSS) in association with Western Union Financial Services.

The Board of Directors at their meeting held on 14th December, 2015 has decided to voluntarily surrender NBFC Licence to RBI and focus more on the current businesses, namely MTSS and FFMC since the said business were not covered by the Principal Business Criteria (PBC) as laid down by RBI for NBFC licence and the Company has not been involved in any lending and investment activities as required under RBI norms for NBFC Licence. The application in this connection was filed to RBI on 22nd December, 2015 and accordingly, RBI has issued an order dated 30th May, 2016 for cancellation of certificate of Registration of NBFC issued to the Company under Section 45-IA(6) of the RBI Act, 1934.

ACCOUNTS

Your Company undertakes two activities namely, Money Changing and Money Transfer Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

PARTICULARS OF LOANS, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, guarantees and provided securities during the year under review. The particulars of investments made have been disclosed in the note no. 12 of standalone financial statements which forms part of the annual report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, in compliance of provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, 2015, approval of the Board of Directors and Audit Committee were taken from time to time, wherever required. There being no âmaterialâ related party transactions as defined under Regulation 23 of the Listing Regulations, 2015.

The approval of the shareholders was also taken to purchase 51,10,000 equity shares of face value of Rs. 10 each at par aggregating of Rs. 5,11,00,000/- of Goldman Securities Private Limited held by Smart value Ventures Private Limited, holding Company as the said transaction was not in ordinary course of business and the value involved in the transaction exceeded limits as prescribed under Section 188 of the Companies Act, 2013 and rules framed there under. The particulars of transaction with Smart value Ventures Private Limited is included in Form AOC-2 foms part of annual report.

The details of the related party transactions entered during the year under review are included in the note no. 31 forms part of the standalone financial statements.

The Policy of related party transactions and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and link for the same is http://wallstreetfinanceltd.com/new-pdf/policies_code/Policy_on_Related_Party_Transactions.pdf.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad for family maintenance are disbursed to the receiver residing in India and are governed by the applicable guidelines prescribed by Reserve Bank of India from time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business.

The details of total foreign exchange earned and used are as under:

(Rs. in Lakhs)

Particulars	For the year ended
Particulars	31.03.2016	31.03.2015
Earnings in foreign currency
Export of foreign currencies	8716.29	5,895.03
Inward Remittance received - Money transfer services	393,717.34	374,653.00
Expenditure in foreign currency
Travel expenses	1.38	0.86

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

INTERNAL FINANCIAL CONTROLS

The Company has adopted various policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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 control is exercised through documented policies, guidelines and procedures. It is supported by regular internal audit conducted by the external firms of Chartered Accountants appointed by the Audit Committee and the Board. The Audit observations and corrective actions, if any, taken thereon are periodically reviewed by the Audit Committee to ensure effectiveness of the Internal Financial Control System. During the year as part of control assurance process, the financial controls were comprehensively reviewed by an independent consultant appointed by the Audit Committee and the Board and it was reported to be satisfactory and acceptable and no material weaknesses in the design or operations were observed.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March, 2016 and the date of the Directorâs report i.e. 12th August, 2016.

LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited. The annual listing fee for the year 2016-17 has been duly paid to BSE Limited.

BOARD OF DIRECTORS

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Article of Association of the Company, Ms. Preeti Malhotra being longest in the office shall retire at the ensuing Annual General Meeting (AGM) and is eligible for the re-appointment. The Board recommends her re-appointment at ensuing AGM for the approval of members.

All Independent Directors has provided a declarations as required under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and relevant regulations of the Listing Regulations, 2015.

During the year under review, in terms of the provisions of Section 149 of the Companies Act, 2013 and Listing Regulations, 2015, Ms. Preeti Malhotra and Ms. Divya Tongya were Women Directors on the Board of the Company.

Mr. Subroto Chattopadhyay, Non-Executive Indepedent Director has resigned with effect from 1st May, 2015.

Mr. Dilip Modi has been appointed in casual vacancy as a Non-Executive Promoter Director and also nominated as the Chairman of the Company with effect from 4th April, 2016 due to resignation submitted by Ms. Divya Tongya, Non-Executive Promoter Director with effect from the said date.

Further, Mr. Saket Agarwal has also been appointed as a Non-Executive Non-Independent Director with effect from 3rd May, 2016.

KEY MANAGERIAL PERSONNEL

The following were the Key Managerial personnels of the Company during the FY 2015-16.

(1) Mr. Arun Ajmera, Chief Executive Officer

(2) Mr. Bharat Adnani, Chief Financial Officer (resigned w.e.f. 19th May, 2016)

(3) Ms. Chaitali Desai, Company Secretary FORMAL ANNUAL EVALUATION OF THE BOARD

The Board has carried out the annual evaluation of its own performance and each of the directors individually, including the independent directors and the Committees of the Board. The manner in which the evaluation has been carried out is detailed in the Corporate Governance Report, which forms part of the annual report.

AUDITORS AND AUDITORS REPORT

M/s ASA & Associates LLP, Chartered Accountants, Mumbai were appointed at the 27th Annual General Meeting held on 29th September, 2014 as the statutory auditors of the Company to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2017, subject to ratification of their appointment in every Annual General Meeting. The Company has received a letter from the auditors to the effect that their re-appointment, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, they fulfill the criteria as provided in Section 141 of the Companies Act, 2013 and are not disqualified for their re-appointment.

The notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

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, the Company has appointed M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2016 is enclosed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

As part of its Corporate Social Responsibility (CSR) initiative, the Company has undertaken project in compliance of the CSR provisions as prescribed under the Companies Act, 2013 and rules framed there under. The details of the CSR Committee and the amounts spent during the year is included in the CSR Annual Report enclosed as Annexure - II forms part of this report.

NOMINATION AND REMUNERATION 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 specified under the provisions of Section 178 of the Companies Act, 2013. The Policy also includes the criteria for nomination, appointment and removal of Directors, Key Managerial Personnelâs (KMPs) and Senior Management and to fix their remuneration.

There has been no change in the policy since the last financial year.

AUDIT COMMITTEE

VIGIL MECHANISM

The Company has formulated and implemented a Whistle Blower Policy in terms of Listing Regulations, 2015 and Section 177(9) of the Companies Act, 2013 to provide vigil mechanism for employees to report genuine concerns or grievances. Also, provides for direct access to the Chairman of the Audit Committee, in exceptional cases. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Chairman of the Audit Committee or Company Secretary. The said policy is available on the website of the Company and the link of the same is http://wallstreetfinanceltd.com/new-pdf/policies_code/whistleblowerpolicy.pdf.

RISK MANAGEMENT POLICY

MEETING OF THE BOARD

The Board met seven time during the year under review. The details of which are given in Corporate Governance Report which forms part of the annual report. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013 and the Listing Regulations, 2015.

COMMITTEES OF THE BOARD

The Strategy and Performance Review Committee was dissolved by the Board at their meeting held on 14th December, 2015, since all such matters are reviewed and discussed by the board regularly. Currently, the Company has five Committees, as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Compliance and Risk Management Committee

(5) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the report on Corporate Governance forms 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 rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof) forms part of this report and annexed as Annexure III.

The Company has not paid any remuneration to its Non-Executive Directors, except payment of sitting fees to Non-Executive Independent Directors for attending the meetings of the Board and Committee thereof during the FY 2015-16. The details of the same are provided in the Corporate Governance Report forms part of the annual report.

During the year under review, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016. Hence, no reporting in this regard would be required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016.

EXTRACT OF ANNUAL REPORT

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with relevant rules framed there under, the extract of annual return as on 31st March, 2016 forms part of this report as Annexure IV.

DIRECTORSâ 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 had been followed along with proper explanation relating to material departures;

(b) 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 affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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;

(d) the Directors had prepared the annual accounts on a âgoing concernâ basis;

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

(f) 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.

CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under Regulation 27 of the Listing Regulations, 2015 along with Auditors certificate thereon forms part of the annual report.

EMPLOYEE STOCK OPTION PLAN

The Company vide shareholdersâ approval at annual general meeting held on 20th September, 2013 issued an ESOP scheme namely âWall Street Finance Employees Stock Option Scheme-2013â (The Scheme) under the SEBI (ESOS & ESPS) Guidelines, 1999. The Company has also obtained âIn Principle Approvalâ from BSE Limited on 27th November, 2013 for allotment of 11,00,000 Equity Shares at Rs.10/- each under the said Scheme.

No options were granted till date to any employees and Directors of the Company.

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

There was no complaint received from any employee during the financial year 2015-16.

REGULATORY ACTION

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operation in future.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

Dilip Modi

Date : 12th August, 2016 Chairman

Place : Mumbai DIN : 00029062

Mar 31, 2015

The Members of Wall Street Finance Limited,

The Directors are pleased to present the 28th Annual Report of your Company along with the Audited Financial Statements of Account for the year ended 31st March 2015.

OVERVIEW:

During the year under review, the Company has earned profit inspite of challenging conditions. The Company continued with its strategy to focus and grow the Foreign Exchange and AD-II business by aggressive acquisition of customers and by penetrating deeper into the markets. The Company also exported niche currencies to take advantage of demand and supply situations. All these lead to a strong growth in the Forex business. The Company continued its focus on the Inward Money Transfer business by working closely with existing sub-agents and also by appointing new sub-agents.

Detailed information about the business review, outlook and state of the affairs of the Company forms part of the Management Discussion and Analysis Report.

FINANCIAL RESULTS

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

(Rs. in lacs) Particulars Standalone Consolidated 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Profit before finance cost, depreciation Prior 692.17 651.47 675.19 638.77 Period Item and tax

Less: Finance Cost 421.12 322.35 421.12 322.35

Profit / (Loss) before depreciation and tax 271.05 329.12 254.07 316.42

Less: Depreciation 61.89 37.35 62.03 37.35

Net profit, / (Loss) exceptional and Extra- 209.16 291.77 192.04 279.07 ordinary Items and Tax

Exceptional Item - 3.00 - 3.00

Net profit / (Loss) before Extra-ordinary Items 209.6 294.97 127.94 227.97 and Tax

Prior period Adjustments - - (0.20) -

Extra ordinary Items - - - -

Net profit / (Loss) before tax 209.16 294.77 191.84 282.07

Less: Current Tax :

Current Year 71.00 60.23 71.00 60.23

Less : MAT Credit Entitlement (9.24) (88.75) (9.24) (88.75)

Less: Current Tax : Earlier Years - 8.07 - 8.07

Less: Deferred Tax (4.47) (24.38) (4.47) (24.38)

Profit / (Loss) after tax 151.87 339.60 134.55 326.90

Add: Balance of profit brought forward 35.32 (236.36) 22.61 (236.36)

Profit available for appropriation 187.19 103.24 157.16 90.54

(Rs. in lacs) Particulars Standalone Consolidated 31.03.2015 31.03.2014 31.03.2015 31.03.2014

APPROPRIATION _

(a) Transfer to statutory reserve (30.37) (67.92) (30.37) (67.92)

(b) Transfer to Reserves - contingent provision on standard asset

(c) Transfer of profits attributable to subsidiary - - - -

(d) Proposed dividend - - - -

(e) Adjustment of Fixed asset as per the ( ) ( ) Companies Act, 2013 (48.26) - (48.26) -

(f) Tax on dividend - - - -

Surplus carried to balance sheet 108.56 35.32 78.53 22.62

During the financial year, the income from operations amounted to Rs. 4,315.72 Lacs as against Rs. 3,862.71 Lacs for the previous year, recording a marginal growth of 11.73%. The Company has earned profit of Rs. 151.87 Lacs during the year as against profit of Rs. 339.60 Lacs in the previous year.

At consolidated level, during the financial year, the income from operations amounted to Rs. 4316.28 Lacs as against Rs.3862.71 Lacs for the previous year, recording a marginal growth of 11.74 %. The Company has earned profit of Rs.134.55 Lacs during the year as against profit of Rs. 326.90 in the previous year.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The financial Highlights are mentioned above. The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17-Segment Reporting. The nature of the Company's activities is such that geographical segments are not separately identified.

DIVIDEND

Considering the need to conserve cash, your directors deemed it prudent not to recommend a dividend.

TRANSFER TO RESERVES

The Company has transferred Rs. 30.37 Lacs to statutory reserve pursuant to Section 45 -1C of the RBI Act, 1934 during the Financial Year ended 31st March 2015.

PUBLIC DEPOSITS

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June 2010 and since then, it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits along with the interest thereon from the Escrow Account upon their maturity.

During the year under review, fixed deposits amounting to Rs. 0.35 lacs were repaid and Rs. 0.41 Lacs (Including Interest of Rs. 0.9 lacs) has been transferred to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the date they first became due for payment.

Fixed deposits outstanding as on 31st March 2015 were Rs. 3.32 lacs as against Rs.3.99 lacs on 31st March 2014.

The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2015, the Company has no overdue deposits other than unclaimed deposits of Rs. 3.32 lacs for which reminders have been sent to the concerned deposit holders.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013

(i) Accepted during the year ended 31st March 2015 - NIL

(ii) Remained unpaid or unclaimed as at the end of the year - Rs. 3.32 Lacs

(iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved - N.A.

(a) At the beginning of the year - NIL

(b) Maximum during the year - NIL

(c) At the end of the year- NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL

BORROWINGS

The working capital requirements of the Company are currently funded by the Company's Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the banker's at the best possible terms.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues.

UPDATE ON THE INSURANCE CLAIM RELATED TO FRAUDLENT TRANSACTION AT A BRANCH IN SOUTHERN REGION AS INFORMED IN PREVIOUS YEAR'S REPORT

During the year, the Company has collected a substantial amount of Rs. 474 lacs against an insurance claim filed in the FY 2011-12 for losses arising out of some fraudulent transactions at a branch in southern region, leaving a balance of Rs. 20.54 lacs, which is under process of recovery.

CASH FLOW STATEMENT

In conformity with Clause 32 of the Listing Agreement, the cash flow Statement for the year ended 31st March 2015 is attached as a part of the Annual Financial Statements of the Company.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

There has been no change in the number of subsidiaries or in the nature of business of the subsidiary during the financial year 2014-15. As on 31st March 2015, your Company has one Wholly Owned Subsidiary, S Global Insurance Advisory Limited.

Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated financial statements of the Company and also of its subsidiary, S Global Insurance Advisory Limited, in the same form and manner as that of the Company, which shall be laid before the ensuing 28th Annual General Meeting of the Company along with the Company's financial statements. Further, a statement containing salient features of the financial statements of the Wholly Owned Subsidiary Company in the prescribed format AOC-I is also forms part the Annual Report.

In accordance with the Companies Act, 2013 and the provisions of Accounting Standard ('AS') 21, the consolidated financial statements of the Company form part of this Annual Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.wallstreetfinanceltd.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary Company have also been placed on the website of the Company, www.wallstreetfinanceltd.com.

PERFORMANCE AND FINANCIAL POSITIONS OF S GLOBAL INSURANCE ADVISORY LIMITED

During the FY 2014-15, S GIobal Insurance Advisory Limited has earned a total revenue of Rs. 0.56 Lacs as against Rs. 0.39 Lacs in the previous year ended 31st March 2014 and has incurred a loss of Rs. (17.32) Lacs in FY 2014-15 as compared to loss of Rs. (12.71) Lacs in FY 2013-14.

ACCOUNTS

Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

UPDATE ON NON-BANKING FINANCIAL COMPANIES (NBFC) PRINCIPLE BUSINESS CRITERIA

Your Company continues to be registered as a Non-Banking Finance Company (NBFC).

During the year under review, Authorized Dealer Category-II License has been renewed for a period of one year and the same will be valid till 6th January 2016. The Company is also licensed to operate the Money Transfer Services Scheme (MTSS) by the RBI and carries on the business of Money Transfer as a principal agent of Western Union.

Reserve Bank of India (RBI) had conducted an inspection of NBFC Division u/s 45 of the RBI Act, 1934 on 24th December 2013 at the Head Office of the Company and as advised by RBI, during the year the Company has submitted a roadmap and financial plan for fulfilling the principle business criteria of NBFC.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company had not entered into any material transaction with any of its related parties. The Policy of related party transactions and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is www. wallstreetfinanceltd.com.

Your Directors draw attention of the members to Note No. 31 to the financial statement which sets out related party disclosures.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business.

The details of total foreign exchange earned and used are as under:

(Rs. Lacs) Particulars For the year ended 31.03.2015 31.03.2014

Earnings in foreign currency

Export of foreign currencies 5,895.03 3,350.30

Inward Remittance received - Money transfer services 374,653.00 3,78,530.00

Expenditure in foreign currency "

Travel expenses 0.86 0.96

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2015 and the date of the Director's report i.e. 31st July 2015.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the other particulars relating to 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 are not applicable to the Company.

LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited. The Annual Listing Fee for the year 2015-16 has been duly paid to the stock exchange.

DIRECTORS

In terms of Section 152 of the Companies Act, 2013, Ms. Divya Tongya being longest in the office shall retire at the ensuing AGM and is eligible for re-appointment.

Mr. Sudip Bandyopadhyay resigned as Chairman of the Company with effect from 14th November 2014 due to his other preoccupations. Mr. Bandyopadhyay continues to be an Independent Director on the Board of the Company. Ms. Divya Tongya, Non-Executive Promoter Director was appointed as the Chairperson of the Company with effect from the said date.

During the year under review, in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 and based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors were appointed as Independent Directors by the Shareholders for a term of five years, who are not liable to retire by rotation:

(1) Mr. Brij Gopal Daga

(2) Mr. Madhukar Sardar

(3) Mr. Subroto Chattopadhyay (resigned w.e.f. 1st May 2015)

(4) Mr. Sudip Bandyopadhyay WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. Your Company has two Women Directors i.e. Ms. Divya Tongya and Ms. Preeti Malhotra on the Board of the Company.

KEY MANAGERIAL PERSONNEL

The following are appointed as the Key Managerial personnel of the Company during the FY 2014-15.

(1) Mr. Arun Ajmera, Chief Executive Officer

(2) Mr. Gopal Tiwari, Chief Financial Officer (resigned w.e.f. 11th February 2015)

(3) Mr. Bharat Adnani, Chief Financial Officer (appointed w.e.f. 11th February 2015)

(4) Ms. Vandita Agarwal, Company Secretary (resigned w.e.f. 4th June 2014)

(5) Ms. Chaitali Desai, Company Secretary (appointed w.e.f. 26th November 2014)

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a Policy for performance evaluation of Independent Directors, Board, and Committees of the Board, which includes criteria for performance evaluation of the Board as a whole.

The evaluation framework for assessing the performance of the Directors comprises the following key areas:

(1) The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

(2) To review the Company's strategy annually and the Board will set the organization performance objectives based on qualitative and quantitative measures.

(3) The performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

(4) The appointment, role and responsibility of the Independent Directors is governed by the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013.

AUDITORS AND AUDITORS REPORT

M/s ASA & Associates LLP, Chartered Accountants, Mumbai, Statutory Auditors ('Auditors') of the Company, were appointed at the 27th Annual General Meeting held on 29th September, 2014 to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2017, subject to ratification of their appointment in every Annual General Meeting. The Company has received a letter from the auditors to the effect that their re-appointment, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for their re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

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, the Company has appointed M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March 2015 is enclosed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

During the year under review, the Company has constituted CSR Committee comprises of three members, Mr. Brij Gopal Daga, Non-Executive Independent Director, Mr. Sudip Bandyopadhyay, Non-Executive Independent Director and Ms. Preeti Malhotra, Non-Executive Director.

Since the CSR norms are still not applicable to the Company. Hence, the disclosures as per rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made. During the year no meeting was held of the CSR Committee.

NOMINATION AND REMUNERATION 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 specified under the provisions of Section 178 of the Companies Act, 2013. The Policy also includes the criteria for nomination, appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management and to fix their remuneration.

The Nomination, Remuneration and Board Diversity Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as Annexure II.

AUDIT COMMITTEE

During the year all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is described in the Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM

The Company formulated and implemented a Whistle Blower Policy in terms of Clause 49 of the listing agreement and Section 177(9) of the Act to provide vigil mechanism for employees to report genuine concerns or grievances. Also, provides for direct access to the Chairman of the Audit Committee, in exceptional cases. Protected disclosures can be made by a Whistle Blower through an e-mail or a letter to the Chairman of the Audit Committee or Company Secretary. The said policy is available on the website of the Company www.wallstreetfinanceltd.com.

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 businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in terms of the Clause 49 of the listing agreement.

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the FY 2014-15. The detail information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Board constituted a Corporate Social Responsibility (CSR) Committee during the FY 2014-15. There are currently six Committees of the Board, as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Compliance and Risk Management Committee

(5) Strategy and Performance Review Committee

(6) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the report on Corporate Governance forms 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 rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure III.

The Company has not paid any remuneration to its Non-Executive Directors, except payment of sitting fees for attending the meetings of the Board and Committee thereof during the FY 2014-15. The details of the same is provided in the Corporate Governance report forms part of the Annual Report.

During the year under review, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no disclosure under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required.

EXTRACT OF ANNUAL REPORT

Pursuant to section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with relevant rules framed thereunder, the extract of Annual Return as on 31st March 2015 forms part of this Report as Annexure IV.

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 had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period;

(c) 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;

(d) the Directors had prepared the annual accounts on a 'going concern' basis;

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

(f) 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.

CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement and certain disclosures as required under the Companies Act, 2013 including the Auditors' Certificate thereon forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(VIII)(D)(1) of the Listing Agreement is enclosed separately forms part of the Annual Report.

EMPLOYEE STOCK OPTION PLAN

The Company vide shareholder's approval at annual general meeting held on 20th September 2013 issued an ESOP scheme namely "Wall Street Finance Employees Stock Option Scheme-2013" (The Scheme) under the SEBI (ESOS & ESPS) Guidelines, 1999. The Company has also obtained 'In Principle Approval' from BSE on 27th November 2013 for allotment of 11,00,000 Equity Shares at Rs.10/- each under the said Scheme.

No options were granted till date to any employees and Directors of the Company.

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

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints.

There was no complaint received form any employee during the financial year 2014-15.

REGULATORY ACTION

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels.

For and on behalf of the Board

Divya Tongya Date : 31st July 2015 Chairperson Place: Mumbai DIN : 00031073

Mar 31, 2014

Dear Members,

The Directors present the 27th Annual Report of your Company along with the Audited Financial Statements of Account for the year ended 31st March 2014.

OVERVIEW:

Global economy is showing signs of gradual recovery over the last few quarters. Taking cue from this recovery of the developed economies, the emerging markets are also once again on the path of slow and steady growth.

Indian Economy has also shown signs of improvement. India''s GDP marginally improved from 4.5% in 2012-13 to 4.7% in 2013-14 due to high growth in Agriculture and Allied Sectors. Inflation has also shown signs of decline. Fiscal deficit however continues to remain a concern.

Extreme volatility in the domestic currency throughout the year affected the money changing business. The sharp depreciation in the rupee affected overseas travel inspite of these volatility and adversities, your directors are happy to inform you that the Company had revealed better results in the financial year 2013- 2014. The businesses of the Company are focused on sustainable growth and profitability. Your directors are also exploring the opportunities of introducing new synergistic segments to supplement and complement our current efforts and the Money Transfer service offerings of your Company. During the year under consideration your directors had allowed foreign currency export business and continued focus on rapid increase in retail forex business.

FINANCIAL RESULTS

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

(Rs. lacs)

Particulars For the Year ended

31.03.2014 31.03.2013

Profit before finance cost, depreciation and tax 651.47 532.35

Less: Finance cost 322.35 240.26

Profit / (Loss) before depreciation and tax 329.12 292.09

Less: Depreciation 37.35 46.45

Net Profit / (Loss) before exceptional and extra-ordinary items and 291.77 245 64 tax, prior period items & tax

Exceptional Items 3.00 (29.48)

Net Profit / (Loss) before extra-ordinary items and tax, prior period items & tax 294.77 216.16

Prior period adjustments - 6.33

Extra ordinary Items - (50.77)

Net Profit / (Loss) before tax 294.77 171.72

Less: Current tax : Current year 60.23 21.00

Less : MAT Credit entitlement (88.75) -

Less: Current tax : Earlier years 8.07 -

Less: Deferred tax (24.38) 18.20

Profit / (Loss) after tax 339.60 132.52

Particulars For the Year ended

31.03.2014 31.03.2013

Add: Balance of profit brought forward (236.36) (342.36)

Profit available for appropriation 103.24 (209.84)

APPROPRIATION - -

a) Transfer to statutory reserve 67.92 26.52

b) Transfer to reserves - contingent provision on standard asset - -

c) Transfer of profits attributable to subsidiary - -

d) Proposed dividend - - e) Tax on dividend - -

Surplus carried to balance sheet 35.32 (236.36)

During the financial year, the income from operations amounted to Rs. 3862.71 lacs as against Rs. 3410.87 lacs for the previous year, recording a marginal growth of 13.25 %. The Company has earned profit of Rs.339.60 lacs during the year as against profit of Rs. 132.52 lacs in the previous year.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The Financial Highlights are mentioned above. The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company''s activities is such that geographical segments are not separately identified.

CONSTITUTION OF COMMITTEES

During the year under consideration, your Company had constituted following committee in the Board meeting held on 30th July 2014.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

In pursuance to the newly enacted section 135 of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014, the Board formulated a Corporate Social Responsibility Committee on 30th July 2014. The main functions of CSR Committee would be to formulate a Corporate Social Responsibility policy in accordance to which board would be accustomed to function. The Corporate Social Responsibility Committee comprises of three members including one Director Ms. Preeti Malhotra and two Independant Directors namely Mr Brij Gopal Daga and Mr. Sudip Bandyopadhyay.

UPDATE ON THE FINANCIAL IRREGULARITIES AT ONE OF THE BRANCH INFORMED IN PREVIOUS YEAR''S REPORT :

As detailed in our previous reports some fraudulent transactions at a branch in southern region led to ascertained loss of Rs. 521.61 lacs and disputed claims amounting to Rs. 280.34 lacs, against which the Company had filed insurance claim. Your directors wish to update that owing to constant and rigorous follow- ups with Insurance Company, the said claim has been processed by the regional office and is now under process with the Head Office of the Insurance Company.

The suitable legal measures taken to defend the Company''s position against the disputed claims are being pursued meticulously to arrive at favorable conclusion as soon as possible.

DIVIDEND

Considering the need to conserve cash, your directors deemed it prudent not to recommend dividend.

LISTING OF SECURITIES

The Equity Shares of the Company is presently listed on BSE Limited. The Annual Listing Fee for the year 2014-15 has been paid to the stock exchange.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March 2014 is attached as a part of the Annual Accounts of the Company.

RESOURCE MOBILISATION

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June 2010 and since then; it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits along with the interest thereon from the Escrow Account upon their maturity.

During the year under consideration, fixed deposits amounting to Rs. 0.20 lacs were repaid. Fixed deposits outstanding as on 31st March 2014 were Rs. 3.99 lacs as against Rs. 4.19 lacs on 31st March 2013.

During the year, your Company has transferred matured unclaimed deposits to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the date they first became due for payment.

The working capital requirements of the Company are currently funded by the Company''s Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the banker''s at best possible terms.

DIRECTORS

During the year under consideration, there had been no change in the constitution of Board of Directors.

Ms. Preeti Malhotra is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

The Company has pursuant to the provisions of Clause 49 of the Listing Agreement entered into with BSE Limited (BSE) appointed Mr. Sudip Bandyopadhyay, Mr. Subroto Chattopadhyay, Mr. Brig Gopal Daga and Mr. Madhukar Sardar as Independent Director(s) of the Company.

As per section 149 of the Companies Act, 2013, every listed public company is required to have at least one- third of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

As required under Clause 49 of Listing Agreement, brief profile, details of experience and other Directorships / Committee memberships held by the Directors, whose appointment / reappointment is due at the forthcoming

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT:

During the year under review, a wholly owned Subsidiary Company named ''S GLOBAL INSURANCE ADVISORY LIMITED'' was incorporated on 16th July 2013.

Pursuant to the provision of section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular no. 2/2011 dated 8th February 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. The Statement relating to Subsidiary Companies pursuant to Section 212 of the Companies Act, 1956 is attached as a part of the Annual Accounts of the Company.

The annual accounts of the said subsidiary shall also be available for inspection by any member of the Company at the registered office of the Company on any working day during business hours. The Copies of the annual account of the subsidiary Company will also be made available to the Company''s investors upon request.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on representations received from the Operating Management, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departure;

ii) the relevant accounting policies are consistently applied and prudent and reasonable judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profits earned by the Company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Annual Accounts have been prepared on a going concern basis.

EMPLOYEES STOCK OPTION PLAN

The Company vide shareholder''s approval at previous annual general meeting held on 20th September 2013 issued an ESOP scheme namely "Wall Street Finance Employees Stock Option Scheme-2013" (THE Scheme) under the SEBI (ESOS & ESPS) Guidelines, 1999. The Company has also obtained ''In Principle Approval'' from BSE on 27th November 2013 for allotment of 11,00,000 Equity Shares at Rs. 10/- each under the said Scheme.

INFORMATION REQUIRED TO BE DISCLOSED UNDER SEBI (ESOS & ESPS) GUIDELINES, 1999

Sr WALL STREET FINANCE NO PARTICULARS EMPLOYEES STOCK OPTION SCHEME 2013

1 Options granted Nil

2 Pricing formula Not Applicable

3 Options vested Not Applicable

4 Options exercised Not Applicable

5 Total No. of shares arising as a result of exercise of options Not Applicable

6 Options lapsed Not Applicable

7 Variation of terms of options Not Applicable

8 Money realized by exercise of options Not Applicable

9 Total no. of options in force Not Applicable

10 Employee-wise details of options granted to:- Not Applicable

11 Senior managerial personnel Not Applicable

12 Any other employee who receives a grant in any one year of option amounting to 5% Not Applicable or more of options granted during that year.

13 Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital Not Applicable (excluding outstanding warrants and conversions) of the Company at the time of grant.

14 Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of option Not Applicable calculated in accordance with Accounting Standard 20.

15 Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the Not Applicable employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

16 Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options Not Applicable whose exercise price either equals or exceeds or is less than the market price of the stock.

17 A description of the method and significant assumptions used during the year to estimate the fair values of Not Applicable options, including the following weighted -average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of option grant

AUDITORS

M/s ASA & Associates LLP, Chartered Accountants, Mumbai, Statutory Auditors (''Auditors'') of the Company, hold office till the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, it is proposed to appoint the Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 30th Annual General Meeting to be held in the year 2017, subject to the ratification of their appointment at every AGM.

The Company has received letter from the auditors to the effect that their reappointment, if made would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

The notes on financial statements referred to in the auditor''s report are self explanatory and do not call for any further comments.

ACCOUNTS

Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

CORPORATE GOVERNANCE

As required under the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report including the Auditors'' Certificate thereon and the Management Discussion and Analysis Report forms part of this Annual Report.

GENERAL

Your Company continues to be registered as a Non-Banking Finance Company (NBFC) and follows the prudential norms of Reserve Bank of India.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2014, the Company has no overdue deposits other than unclaimed deposits of Rs. 3.99 lacs for which reminders have been sent to the concerned deposit holders.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A & B - PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India from time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business.

The details of total foreign exchange earned and used are as under:

(Rs. lacs)

Particulars For the year ended

31.03.2014 31.03.2013

Earnings in foreign currency

Export of foreign currencies 3,350.30 -

Inward Remittance received - Money transfer services 3,78,530.00 327,710.00

Expenditure in foreign currency

Travel expenses 0.96 0.40

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered by the provisions of Section 217(2A) of the Companies Act, 1956. Hence no disclosure under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is required.

APPRECIATION

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels.

Registered Office: By Order of the Board Spice Tower, CTS-R10, Phase II, Anand Nagar, New Link Road, Jogeshwari (West), Sudip Bandyopadhyay Mumbai - 400 102. Chairman Date : 30th July 2014 DIN: 00007382

Mar 31, 2013

To The Members of Wall Street Finance Limited,

The Directors present the 26th Annual Report of your Company along with the Audited Statements of Accounts for the year ended 31st March 2013.

OVERVIEW

The financial year 2012-13 continued to witness slowdown in the global economy with sovereign debt crisis in Europe significantly contributing to the economic and business uncertainties. The ''risk off'' mode of global investors also led to slowdown in capital inflows into emerging economies like India. Domestic policy uncertainties and economic slowdown led to significant fall in our GDP growth rates.

Slowdown in global economic activities specifically in the developed countries led to less Indian immigration into these countries. Our segment of business also got affected due to emerging technologies which are competing with our products. Large fiscal deficit coupled with aggravated current account deficit fueled significant volatility in the currency market. Extreme volatility in the domestic currency throughout the year affected the money changing business. The sharp depreciation in the rupee affected overseas travel.

Inspite of the challenging environment, your directors are happy to inform you that the corrective actions taken during the end of Financial Year 2011-12, had revealed positive results in the financial year 2012-2013. The businesses of the Company are now strongly positioned and focused on sustainable growth and profitability. Your directors are also exploring the opportunities of introducing new synergistic segments to supplement and complement our current efforts and the Money Transfer service offerings of your Company.

During the year under consideration your directors had continued with the policy of no foreign currency export business and restructured the business model for forex by changing its focus from mainly wholesale and export oriented business to retail oriented business. With a renewed focus on retail forex business, your Company has already entered into the tie-ups with various banks like American Express, ICICI Bank etc. in order to sell forex prepaid cards offered by them.

FINANCIAL RESULTS

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

(Rs. lacs) Particulars For the year ended 31.03.2013 31.03.2012

Profit before finance cost, depreciation and tax 502.87 74.08

Less: Finance cost 240.26 312.78

Profit / (Loss) before depreciation and tax 262.61 -238.70

Less: Depreciation 46.45 63.46

Net Profit / (Loss) before exceptional and extra-ordinary Items and 216.16 -302.16 tax

Prior period adjustments 6.33 16.01

Extra ordinary items 50.77 66.38

Net Profit / (Loss) before tax 171.72 -352.53

Less: Current tax : Current year 21.00

Less: Current tax: Earlier years 17.15

Less: Deferred tax 18.20

Profit / (Loss) after tax 132.52 -369.68

Add: Balance of profit brought forward -342.36 29.44

Profit available for appropriation -209.84 -340.24

APPROPRIATION

a) Transfer to- statutory reserve -26.52

b) Transfer to reserves - contingent provision on standard asset -2.12

c) Transfer of profits attributable to subsidiary

d) Proposed dividend

e) Tax on dividend

Surplus carried to balance sheet -236.36 -342.36

During the financial year, the income from operations amounted to Rs. 3410.87 lacs as against Rs. 3282.12 lacs for the previous year, recording a marginal growth of 3.92%. The Company has earned profit of Rs. 132.52 lacs during the year as against loss of Rs. 369.68 lacs in the previous year.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The financial highlights are mentioned above. The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company''s activities is such that geographical segments are not separately identified.

CONSTITUTION OF COMMITTEES:

During the year under consideration, your Company had constituted following Committees in its Board Meeting held on 6th August 2012.

a) Strategy and Performance Review Committee: The Committee shall review overall business performance of the Company, consider new business proposals and analyze them and lay down the strategy to promote the current businesses (Money Transfer, Retail Forex and Outward Remittance) of the Company.

b) Compliance and Risk Management Committee: The Committee shall lay down the framework for mitigating Financial, Operational, Forex & Treasury and Compliance Risks, Monitoring the Regulatory Compliances from time to time and suggest ways and means to strengthen internal controls.

UPDATE ON THE FINANCIAL IRREGULARITIES AT ONE OF THE BRANCH INFORMED IN PREVIOUS YEAR''S REPORT:

As detailed in our previous report, about some fraudulent transactions at a branch in southern region which led to the ascertained loss of Rs. 522 lacs and the disputed claims amounting to Rs. 280 lacs, against which the Company had filed insurance claim, your directors wish to update that owing to constant and rigorous follow-ups with Insurance Company, the said claim has been processed by the regional office and is now under process with the Head Office of the Insurance Company.

The suitable legal measures taken to defend the Company''s position against the disputed claims are being pursued meticulously to arrive at favorable conclusion as soon as possible.

DIVIDEND

Considering the need to conserve cash, your directors deemed it prudent not to recommend dividend.

During the year under consideration, your Company has pursuant to the section 205C of the Companies Act, 1956, transferred the entire amount of unclaimed dividend for the year 2005-2006 to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the dates they became first due for payment.

RESOURCE MOBILISATION

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June 2010 and since then, it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits alongwith the interest thereon from the Escrow Account upon their maturity.

During the year under consideration, fixed deposits amounting to Rs. 6.68 lacs were repaid. Fixed deposits outstanding as on 31st March 2013 were Rs. 4.19 lacs as against Rs. 10.87 lacs on 31st March 2012.

During the year, your Company has transferred matured unclaimed deposits to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the date they first became due for payment.

The working capital requirements of the Company are currently funded by the Company''s Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the bankers at best possible terms.

DIRECTORS

During the year under consideration, there had been no change in the constitution of Board of Directors. Mr. Subroto Chattopadhyay, due to his other pressing commitments, requested the Board to relieve him from the Chairmanship of the Company to which the Board has agreed. He continues to be the Non-Executive Independent Director on the Board.

Mr. Sudip Bandyopadhyay, considering his Industry experience was appointed as a Chairman in place of Mr. Subroto Chattopadhyay with effect from 23rd November.2012.

Mr. Sudip Bandyopadhyay and Mr. Subroto Chattopadhyay, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

As required under Clause 49 of Listing Agreement, brief profile, details of experience and other Directorships / Committee memberships held by the Directors, whose appointment/re-appointment is due at the forthcoming Annual General Meeting (AGM) of the Company, forms part of the Notice convening AGM.

SUBSIDIARY COMPANY

The Company had no subsidiary company at any point of time during the financial year 2012-13.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA)of the Companies Act, 1956, the Directors, based on representations received from the Operating Management, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed, alongwith proper explanation relating to material departure;

ii) the relevant accounting policies are consistently applied and prudent and reasonable judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profits earned by the Company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s ASA .& Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re- appointment.

ACCOUNTS

Observations in the Auditor''s report read with relevant notes forming part of the accounts are self- explanatory.

Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

CORPORATE GOVERNANCE

As required under the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report including the Auditors'' Certificate thereon and the Management Discussion and Analysis Report form part of this Annual Report.

GENERAL

Your Company continues to be registered as a Non-Banking Finance Company (NBFC) and follows the prudential norms of Reserve Bank of India.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2013, the Company has no overdue deposits other than unclaimed deposits of Rs. 4.19 lacs for which reminders have been sent to the concerned deposit holders.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A - CONSERVATION OF ENERGY: Not Applicable

PART B-TECHNOLOGY ABSORPTION: Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India from time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business.

The details of total foreign exchange earned and used are as under:

(Rs. lacs) Particulars For the year ended 31.03.2013 31.03.2012

Earnings in foreign currency

Export of foreign currencies 38,445.25

Inward Remittance received - Money transfer services 327,710.00 2,24,692.00

Consultancy services & commission

Expenditure in foreign currency Travel expenses 0.40 4.46

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered by the provisions of Section 217(2A) of the Companies Act, 1956. Hence no disclosure under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is required.

APPRECIATION

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and j support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit I holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels. -

Registered Office: For and on behalf of the Board

Spice Tower, CTS-R10,

Phase II, Anand Nagar,

New Link Road, Jogeshwari (W),

Mumbai - 400 102 Sudip Bandyopadhyay

Date : 10th May 2013 Chairman

Mar 31, 2012

To The Members of Wall Street Finance Limited.

The Directors present the 25th Annual Report of your Company along with the Audited Statements of Accounts for the year ended 31st March 2012.

OVERVIEW

The year 2011-12 has been extremely challenging on account of global economic slowdown and financial market turmoil. Global macro economic conditions have not yet shown signs of improvement and Indian financial market continues to remain under pressure. The currency market has seen volatility of unprecedented nature in the recent months and the worsening domestic fiscal defcit position doesn't assure stability even in the near future.

To meet the challenging circumstances and build a sustainable, long term and Profitable business, your Directors have been reviewing various business segments of the Company on a continuous basis. Such review has resulted in discontinuation of the bulk foreign currency export business in the second half of the year on account of shrinking margin and high risks involved.

Renewed emphasis is being laid on increasing numbers of MTS transactions and active sub-agents. The possibility of introducing new products to optimize revenue from existing customers and sub-agents base, is also being explored.

During the year, fraud in one of our branches in southern part of India impacted our wholesale forex business badly. It diverted the focus of the management towards handling litigation and other related matters and also has put tremendous pressure on the Working Capital of the Company resulting in increased outflow on account of interest.

To handle the unprecedented situation, the board undertook various restructuring measures. In order to bring renewed focus on Profitability, operations and risk management, the board brought in a new highly experienced and capable leadership team to lead the organization. Your Directors have adopted a strategy to focus on Money Transfer, Retail Forex and Outward Remittance activities by building on our core competencies as an organization and focus on enhancing our foot-print of sub-agent locations during the current financial year. We have also renewed focus on Profitability of the business and closed non-Profitable branches, which did not seem to be potentially viable in the coming quarters. The Company has also optimized costs at all levels as per the business requirement to remove inefficiencies. These measures have already started to yield positive results and should augur well in the coming months.

The Company has formed a Risk Management Committee to lay down the framework to manage the business risks and mitigate them. This will ensure stricter internal controls and compliance mechanisms in the business operations.

Our long-term goal is to be a premier financial service provider in the areas which are evolving and to serve not only our existing customer base but also add new ones as well. We are exploring opportunities to use our existing network of branches and sub-agents and un-utilized licenses by finding new products, capabilities, technologies and partnerships. We are building our base strong to meet these emerging needs by recruiting professional staff to drive the Company's business to the desired level.

FINANCIAL RESULTS

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

(Rs. lacs) Particulars For the year ended

31.03.2012 31.03.2011

Profit before finance cost, depreciation and tax 90.09 342.58

Less: Finance cost 312.78 233.89

Profit / (Loss) before depreciation and tax (222.69) 108.69

Less: Depreciation 63.46 63.66

Net Profit / (Loss) before tax and extra-ordinary expense (286.15) 45.03

Less: Extra-ordinary expense 66.38 Ã

Net Profit / (Loss) before tax (352.53) 45.03

Less: Provision for tax 17.15 8.47

Profit / (Loss) after tax (369.68) 36.56

Add: Balance of Profit brought forward 29.44 28.74

Profit available for appropriation (340.24) 65.30

APPROPRIATION

a) Transfer to statutory reserve Ã 7.31

b) Transfer to reserves Ã contingent provision on standard asset 2.12 1.48

c) Transfer of profits attributable to subsidiary Ã Ã

d) Proposed dividend Ã 23.14

e) Tax on dividend Ã 3.93

Surplus carried to balance sheet (342.36) 29.44

During the financial year the income from operations amounted to Rs. 3282.12 lakhs as against Rs. 3191.46 lakhs for the previous year, recording a marginal growth of 2.84%. However, the Company incurred a loss of Rs. 369.68 lacs for the year as against a Profit of Rs. 36.56 lacs for the previous year. The financial year 2011- 2012 was a challenging year and the losses incurred during the year were primarily on account of wholesale forex business not performing as per projections and increase in fixed overhead, which grew by 16.19 % over the last year without registering the corresponding growth in revenue during the year. The overall reduction in the rate of commission by Western Union by 1% had also adversely affected the bottom line.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The Financial Highlights are mentioned above while segment wise performance is not reported as the financials & allied services segment has ceased to be reportable business segment within the criteria defined under Accounting Standard 17.

DIVIDEND

Your Company has reported loss for the year and hence your directors do not recommend dividend for the year.

The Company will transfer the unclaimed dividend to the Investor Education and Protection Fund as and when it is due during the current year.

FINANCIAL IRREGULARITIES AT ONE OF THE BRANCH IN SOUTH

During the year under consideration, some fraudulent transactions at a branch in the southern region were noticed and after detailed investigation, the quantum of losses has been ascertained at approx Rs. 522 lacs. Apart from that, claims amounting to Rs. 280 lacs approx. have been raised by some other corporates which are disputed by the Company and suitable legal measures have been taken to defend the Company's position against these disputed claims. Your Company has fled insurance claim for the losses mentioned hereinbefore which is under process.

RESOURCE MOBILISATION

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company during financial year ended 2010 and since then, it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits alongwith the interest thereon from the Escrow Account upon their maturity.

During the year under consideration, fixed deposits amounting to Rs. 31.10 lacs were repaid. Fixed deposits outstanding as on 31st March 2012 were Rs. 10.87 lacs as against Rs. 41.97 lacs on 31st March 2011.

The working capital requirements of the Company are currently funded by the Company's bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company from the Company's bankers.

SUBSIDIARY COMPANY

The Company had a 100% wholly owned subsidiary named Goldman Securities Private Limited (GSPL). During the year under review, the Company divested the investment of 51,10,000 equity shares of Rs. 10/- each held in GSPL to Spice Investments and Finance Advisors Pvt. Ltd. at par value amounting to Rs. 511 lacs. Consequently, Goldman Securities Pvt. Ltd. ceases to be a subsidiary of the Company with effect from 30th September 2011. The transition of business and licence to the new entity is awaiting regulatory approvals.

CHANGE IN THE REGISTERED OFFICE

With effect from 19th December 2011, the Registered Office of the Company was shifted from 101-112, Chintamani Plaza, Andheri - Kurla Road, Chakala, Andheri (East), Mumbai Ã 400 099 to Spice Tower, CTS - R 10, Phase II, Anand Nagar, New Link Road, Jogeshwari (West), Mumbai Ã 400 102.

DIRECTORS

During the year under consideration, following changes took place in the Board of Directors of the Company:

- Ms. Shefali Shah ceased to be a Director upon her resignation with effect from 13th August 2011.

- Mr. Subroto Chattopadhyay, Mr. Sudip Bandyopadhyay, Ms. Divya Modi and Ms. Preeti Malhotra were appointed as additional directors with effect from 20th August 2011. Their directorship in the Company was confrmed by the shareholders in the Annual General Meeting held on 23rd September 2011.

- Mr. Rajeev Maheshwari ceased to be CEO and Whole-time Director of the Company with effect from 15th November 2011 upon his resignation.

The Board places on record the appreciation for the guidance and directions provided by Mr. Rajeev Maheshwari and Ms. Shefali Shah during their stint as directors.

Ms. Divya Modi and Ms. Preeti Malhotra retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

As required under Clause 49 of Listing Agreement, brief profle, details of experience and other Directorships / Committee memberships held by the Directors, whose appointment/re-appointment is due in the forthcoming Annual General Meeting (AGM) of the Company, forms part of the Notice convening AGM.

Mr. Arun Ajmera has been appointed as a Chief Executive Officer of the Company with effect from 15th November 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on representations received from the operating Management, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed, unless otherwise stated in the notes to accounts;

ii) the relevant accounting policies are consistently applied and reasonable, prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and of the loss incurred by the Company for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s ASA & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

ACCOUNTS

Observations in the Auditor's report read with relevant notes forming part of the accounts are self-explanatory.

Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

CORPORATE GOVERNANCE

As required under the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report including the Auditors' Certificate thereon and the Management Discussion and Analysis Report form part of this Annual Report.

GENERAL

Your Company continues to be registered as a Non-Banking Finance Company (NBFC) and follows the prudential norms of Reserve Bank of India.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2012, the Company has no overdue deposits other than unclaimed deposits of Rs. 10.87 lacs for which reminders have been sent to the concerned deposit holders. The Company does not have any unclaimed deposits which are required to be transferred to the Investor Education and Protection Fund.

PART A Ã CONSERVATION OF ENERGY: Not Applicable

PART B Ã TECHNOLOGY ABSORPTION: Not Applicable

PART C Ã FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India time to time. Within the ambit of the applicable laws, the Company is taking suitable steps to increase its business.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered by the provisions of Section 217(2A) of the Companies Act, 1956. Hence no disclosure under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is required.

APPRECIATION

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels.

Registered Office: For and on behalf of the Board

Spice Tower, CTS-R10

Phase II, Anand Nagar, Brij Gopal Daga

New Link Road, Jogeshwari (W), Director

Mumbai - 400 102 Sudip Bandyopadhyay

Date : 28th May 2012 Director

Mar 31, 2010

The Directors are pleased to present the 23rd Annual Report of your Company along with the Audited Statements of Account for the year ended 31st March 2010.

FINANCIAL RESULTS

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

Year ended Year ended 31.03.2010 31.03.2009 (Rs. in lacs) (Rs. in lacs)

Profit before interest, depreciation and tax 430.44 772.13

Less: Interest 432.65 469.96

Profit / (Loss) before depreciation and tax (2.21) 302.17

Less: Depreciation 83.75 74.76

Net profit / (Loss) before tax (85.96) 227.41

Less: Provision for tax:

a) Income tax - 26.00

b) Fringe benefit tax - 16.25

Profit / (Loss) afiter tax (85.96) 185.16 Add: Balance of profit brought forward 171.54 171.32

Profit available for appropriation 85.58 356.48

APPROPRIATION

a) Transfer to statutory reserve - 37.03

b) Short provision of tax for earlier year - 11.90

c) Short provision of interest for earlier year 19.86 -

d) Transfer of profits attributable to Subsidiary 9.87 -

e) Proposed dividend 23.25 116.25

f) Tax on dividend 3.86 19.76

Surplus carried to balance sheet 28.74 171.54

OPERATIONS

Your Company is an Authorised Dealer -Category II and thus is an Authorised Money Changer licensed by the Reserve Bank of India (RBI). The Company is also licensed to operate the Money Transfer Service

System (MTSS) by the RBI and carries on the business of Money Transfer as a Principal Agent of Western Union Financial Services Incorporation, the world leaders in the Money Remittance business. Your Company is also a Non Banking Finance Company (NBFC) licensed by the RBI. Money Transfer and Money Changing are the principal businesses carried on by the Company.

During the year 2009-10, the international economies continued to feel effects of the economic slowdown and sub-prime crisis. The Money Transfer industry was hit by the Dubai crisis while the Outward Remittance business was shaken by student troubles in Australia and the modification of eligibility criteria for students in the UK. The money changing industry witnessed record low volumes due to continuous strengthening of rupee against the US dollar and weakening of other major currencies like Euro and GBP in the international markets. All these factors affected the performance of the Company during the year under review.

However, the new management was quick to react and various corrective measures were implemented to strengthen the operations. The measures taken for the Money Transfer business included realignment of manpower and mapping of sub agent locations with branches, decentralization of the process of appointment of new agents, improved call centre services, improved branding and marketing activities for sub agents etc. For the Forex business corrective measures included greater focus on retail forex, placing of a margin cap on wholesale forex transactions, further tightening of cash, bank and forex management and monitoring the stocks and volumes of currencies on daily basis, streamlining of treasury processes to ensure lesser exposures and risk, encouraging local sales with promotional activities and personalized services.

The effects of the corrective actions have started to show and the results for the quarter ended 30th June 2010 are quite heartening as compared to results for the previous quarter.

The management intends to further develop and expand Money Transfer business which is the niche area of activity of the Company. Money Transfer and Outward Remittance activities will be the focus areas in the future. Plans are on the anvil to enhance the foot print of sub agent locations for the Money Transfer business from 4,364 to 7,500 during the current year. Similarly, the branch network also is proposed to be enhanced from 61 to 73 during the current year.

The management is also scouting the opportunities to enter in to the business of marketing of insurance products. The new promoters are committed to the growth of the Company in organic as well as inorganic manner and are confdent of the synergies of the business of the Company with the existing mobility business of the Group which can be developed in future at an opportune time.

The short term as well as long term outlook for the Company is positive. The management intends to drive home the advantages which are at its disposal to uplifit the performance of the Company.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The Financial Highlights are mentioned above while the segment wise performance is mentioned in Schedule P annexed to the Annual Accounts.

CHANGE IN THE PROMOTERS

On 7th September 2009, Spice Investments and Finance Advisors Pvt. Ltd. (SIFAPL) acquired from a constituent of the group known as the House of Patels, the then Promoters of the Company, and from the open market, 59,28,650 equity shares constituting 51% of the share capital of the Company. SIFAPL acquired further 12,43,852 equity shares on 8th October 2009 thus taking their holding to 61.70% of the share capital of the Company.

Consequent upon acquisition of majority stake, on 8th September 2009, SIFAPL gave an open offer to the shareholders of the Company under Regulations 10, 12 and other applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The open offer closed on 8th February 2010 and, from that date, SIFAPL along with other constituents of the SPICE group of companies, as named in the open offer document, became the new promoters of the Company. The House of Patels ceased to be the Promoters of the Company.

Afiter acquiring 51,392 equity shares offered by the shareholders of the Company in the open offer, SIFAPL now holds 72,23,894 equity shares constituting 62.14% of the share capital of the Company.

The shareholders by way of a postal ballot approved the change in the name of the Company from Wall Street Finance Limited to Spice Money Limited. The results of the postal ballot were declared on 11th January 2010. The full details of the same are mentioned in the Corporate Governance Report.

The new Promoters (SPICE group) decided to allow the Company the use of SPICE Money brand while retaining its existing name. Considering this the management has, for the time being, decided to retain the name of the Company, and no further steps were initiated for change of name.

As mentioned above, during the year under consideration, SIFAPL acquired a majority stake in the Company and, consequently, the Company has become a subsidiary of SIFAPL under the provisions of section 4(1) (b)(ii) of the Companies Act, 1956.

CHANGE IN THE REGISTERED OFFICE

With effect from 12th October 2009, the Registered office of the Company was shifited from ?"Natasha", 52 Hill Road, Bandra (West), Mumbai - 400 050 TO Unit no. 101-112, First Floor, Chintamani Plaza, Andheri-Kurla Road, Chakala, Andheri (East), Mumbai - 400 099.

RESOURCE MOBILISATION

With an objective to reduce the dependency on fixed deposit as a tool for resource mobilisaton, your Company had stopped accepting fresh fixed deposits and also renewing existing fixed deposits. During the year under consideration, the Company deposited the entire amount of fixed deposits due, along with the interest thereon, in an Escrow account. The fixed deposits are being repaid from this account upon their maturity. Consequently, the Companys status was changed from deposit accepting NBFC to non-deposit accepting NBFC.

During the year under consideration, fixed deposits amounting to Rs. 364.68 lac were repaid. Fixed deposits outstanding as on 31st March 2010 were Rs. 143.13 lac as against Rs. 507.81 lac on 31st March 2009.

The working capital requirements of the Company are currently funded by Companys bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company from Companys bankers which has had a effect of reducing the cost of the funds for the Company.

SUBSIDIARY COMPANY

The annual accounts for the year ended 31st March 2010 of Goldman Securities Private Limited (GSPL), the wholly owned subsidiary of the Company, together with other documents as required under section 212 (1) of the Companies Act, 1956, (the Act) form part of this Annual Report. A statement of Companys interest in the subsidiary company, as required under section 212 (3) of the Act, is attached with this report.

STATUS OF DEMERGER OF INSTANT CASH DIVISION

The Honble High Court of Judicature at Bombay, on 17th July 2009, approved the scheme of arrangement for the transfer of the Instant Cash division of the Company to GSPL. The Scheme became effective upon fling of the certifed copy of the scheme with the Registrar of Companies, Maharashtra at Mumbai on 24th August 2009.

DIVIDEND

In spite of the loss for the year under consideration, your Board of Directors recommend a dividend of Re. 0.20 per share which will be paid out of the accumulated balance in the profit and loss account. The dividend, if approved by shareholders at the forthcoming Annual General Meeting, will be paid to those shareholders whose names appear in the Register of Members as on the date of the Annual General Meeting.

DIRECTORS

During the year ended 31st March 2010, following changes took place in the Board of Directors of the Company:

Mr. Satya Pal Talwar ceased to be a Director upon resignation w.e.f. 20th July 2009.

Mr. Rajnikant Patel ceased to be a Director upon resignation w.e.f. 26th August 2009.

Mr. Sudip Bandyopadhyay ceased to be a Director upon resignation w.e.f. 2nd September 2009.

Mr. Brij Gopal Daga, Mr. Jawahar Wattal and Ms. Shefali Shah were appointed as Additional Directors w.e.f. 3rd September 2009.

Mr. P. S. G. Nair ceased to be a Director upon resignation w.e.f. 7th October 2009.

On 9th October 2009, Mr. Asgar Patel ceased to be a Director and the Chairman of the Board of Directors and Mr. Areef Patel ceased to be a Director, upon resignations. Dr. Bhupendra Kumar Modi was appointed as an Additional Director and the Chairman of the Board of Directors and Ms. Divya Modi, Ms. Preeti Malhotra and Mr. Subroto Chattopadhyay were appointed as Additional Directors from that date.

On 24th November 2009, Mr. Sudip Bandyopadhyay and Mr. Thomas Zilliacus were appointed as Additional Directors of the Company.

On 9th February 2010 Dr. Bhupendra Kumar Modi ceased to be an Additional Director and the Chairman of the Board of Directors and Mr. Dilip Modi was appointed as an Additional Director and the Chairman of the Board of Directors from that date.

Mr. Bhaskar Rao P. ceased to be a Whole-time Director and Director w.e.f. 19th February 2010, upon resignation.

The Board of Directors of the Company was re-constituted on 6th May 2010. Mr. Ashok Kumar Goyal has been appointed as an Additional Director and the Chairman of the Board of Directors and Mr. Rajeev Maheshwari, Mr. R. L. Ahuja and Mr. M. R. Sardar were appointed as Additional Directors of the Company.

Mr. Dilip Modi, Ms. Divya Modi, Ms. Preeti Malhotra, Mr. Jawahar Wattal, Mr. Subroto Chattopadhyay, Mr. Sudip Bandyopadhyay and Mr. Thomas Zilliacus have ceased to be the Directors of the Company upon resignations with effect from 6th May 2010.

Mr. Rajeev Maheshwari, by virtue of being in the employment of the Company, became a Whole-time Director upon his appointment as an Additional Director. The appointment of Mr. Rajeev Maheshwari is subject to the approval of the shareholders at the ensuing Annual General Meeting and is a part of the business to be transacted at the said meeting.

The Board of Directors wish to put on record their sincere appreciation for the contribution of all the Directors who have ceased to be Directors during the year under consideration.

All the present Directors were appointed as Additional Directors with effect from 6th May 2010. The Company has received notice under section 257 of the Companies Act, 1956, along with necessary deposits, proposing the candidature of Mr. Ashok Kumar Goyal, Mr. Brij Gopal Daga, Mr. M. R. Sardar, Mr. Rajeev Maheshwari, Mr. R. L. Ahuja and Ms. Shefali Shah as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on representations received from the operating management, confrm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed, unless otherwise stated in the notes to accounts;

ii) the relevant accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the loss incurred by the Company for the year ended on that date;

iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Annual Accounts have been prepared on a going concern basis.

AUDITORS

The Board of Directors at their meeting held on 29th October 2009 appointed M/s ASA & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company in the casual vacancy caused by the dissolution of Anil A. Mehta & Co., the previous Statutory Auditors of the Company.

Pursuant to the provisions of section 224(6)(a) of the Companies Act, 1956, M/s ASA & Associates hold the office of the Statutory Auditors only up to the conclusion of the ensuing Annual General Meeting. A proposal to appoint ASA & Associates as the Statutory Auditors is submitted for the approval of shareholders at the ensuing Annual General Meeting and is one of the businesses to be transacted at the said meeting. ASA & Associates have conveyed that, if approved at the said meeting, their appointment will be within the limits prescribed under section 224(1 -B) of the Companies Act, 1956.

ACCOUNTS

Your Company undertakes two activities namely, Foreign Exchange and Inward Money Remittance Services in addition to its erstwhile financial services activities. In case of financial services activities, the Company follows Prudential Norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

CORPORATE GOVERNANCE

As required under the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report including the Auditors Certifcate thereon and the Management Discussion and Analysis Report form part of this Annual Report.

Disclosures required under sub-clause IV of clause (C) of Section II of Part II of Schedule XIII of the Companies Act, 1956 are made below:

1. The Company does not pay any remuneration to its non executive directors. The elements of the remuneration package payable to Mr. Rajeev Maheshwari, Whole-time Director are detailed out in the explanatory statement annexed to the notice of the ensuing Annual General Meeting which is a part of this Annual Report;

2. Various components of the remuneration payable to Mr. Rajeev Maheshwari, Whole-time Director, including the fixed component and performance linked incentives along with the performance criteria, are detailed out in the explanatory statement annexed to the notice of the ensuing Annual General Meeting, as mentioned above;

3. The detailed terms and conditions of the appointment of Mr. Rajeev Maheshwari as the Whole-time Director, including the tenure of appointment, the remuneration payable to him, notice period etc. are comprised in a agreement which will be executed upon the approval of the shareholders which is sought in the ensuing Annual General Meeting. The said terms and conditions are also detailed out in the explanatory statement annexed to the notice of the ensuing Annual General Meeting, as mentioned above.

4. No severance fees is payable to Mr. Rajeev Maheshwari under the said Agreement.

5. No stock options have been offered to Mr. Rajeev Maheshwari.

GENERAL

Your Company continues to be registered as a Non-Banking Finance Company (NBFC) and follows the prudential norms of Reserve Bank of India.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. The Company continues to enjoy at par facility for payment of interest to fixed deposit holders. As on 31st March 2010, the Company has no overdue deposits other than unclaimed deposits of Rs. 14.22 lacs for which reminders have been sent to the concerned deposit holders. The Company does not have any unclaimed deposits which are required to be transferred to the Investor Education and Protection Fund.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A - CONSERVATION OF ENERGY: Not Applicable

PART B - TECHNOLOGY ABSORPTION: Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars Year ended Year ended 31st March, 2010 31st March 2009 (Rs. in lacs) (Rs. in lacs)

Earnings in foreign currency

Export of foreign currencies 1,49,553 1,51,415

Inward Remittance received - Money transfer services 2,17,728 2,41,559

Consultancy services & commission 91 25

Expenditure in foreign currency

Travel expenses 2.77 0.42

PARTICULARS OF EMPLOYEES

A statement giving particulars required to be disclosed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is annexed to this report.

APPRECIATION

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support received from the Reserve Bank of India and other statutory authorities, our bankers, shareholders, deposit holders, credit rating agency, business associates and our esteemed customers during the year under review. The Directors also wish to thank all the employees for sincere efforts put in by them at all levels.

Registered office: For and on behalf of the Board

Unit No. 101-112, 1st Floor,

Chintamani Plaza, Ashok Kumar Goyal

Andheri - Kurla Road, Chairman

Chakala, Andheri (East),

Mumbai - 400 099. Rajeev Maheshwari

Dated: 31st July 2010 Whole-Time Director

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Directors Report of WSFx Global Pay Ltd.

OVERVIEW

REPOSITIONING & VISION

GLOBAL PAY CARD LAUNCH - STRATEGIC & SCALABLE

FOCUS ON D2C & LEISURE TRAVEL

DIGITAL PLATFORMS & PRODUCT INNOVATION

STRATEGIC OUTLOOK

FINANCIAL HIGHLIGHTS

COMPANYâS PERFORMANCE

QUALITY INITIATIVES

SHARE CAPITAL

a) Increase in Authorized Share Capital:

b) Increase in Paid-up Share Capital:

c) Buy Back of Securities

d) Sweat Equity

e) Bonus Shares

f) Equity Shares with differential rights

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

RESERVES

FINANCIAL STATEMENTS

CASH FLOW STATEMENT

SUBSIDIARIES AND ASSOCIATE COMPANIES

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

INTERNAL FINANCIAL CONTROLS

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

CHANGE IN THE NATURE OF BUSINESS

LISTING OF SECURITIES

UPDATE ON REGULATORY APPROVALS

Appointment and Cessation of Directors during the year:

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

Information regarding the directors seeking appointment/ re-appointment

Familiarization Program

KEY MANAGERIAL PERSONNEL

(i) Individual Directorâs Performance Evaluation

(ii) Evaluation of the Board as a Whole

(iii) Chairmanâs Performance Evaluation

(iv) Performance Evaluation of Board Committees

DIRECTORSâ RESPONSIBILITY STATEMENT

COMMITTEES OF THE BOARD

AUDIT COMMITTEE

STAKEHOLDERS RELATIONSHIP COMMITTEE

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

MEETING OF THE BOARD

AUDITORS

Statutory Auditors:

SECRETARIAL AUDITORS

COST RECORDS AND COST AUDIT

INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

REPORTING OF FRAUDS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

CORPORATE SOCIAL RESPONSIBILITY (CSR)

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

Key provisions of the policy are summarized hereunder:

RISK MANAGEMENT POLICY

ANNUAL RETURN

EMPLOYEE STOCK OPTION PLAN (âESOP Schemeâ)

CORPORATE GOVERNANCE

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

MANAGEMENT DISCUSSION AND ANALYSIS

COMPLIANCE WITH SECRETARIAL STANDARDS

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

COMPLIANCE WITH MATERNITY BENEFIT

WHISTLE-BLOWER POLICY/VIGIL MECHANISM POLICY

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

OTHER DISCLOSURES

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

OVERVIEW

(Rs in lakhs)

COMPANYâS PERFORMANCE

QUALITY INITIATIVES

SHARE CAPITAL

a) Increase in Authorised Share Capital:

b) Increase in Paid-up Share Capital:

c) Buy Back of Securities

e) Bonus Shares

f) Equity Shares with differential rights

COMPANYâS PERFORMANCE

(i) Individual Directorâs Performance Evaluation

(iii) Chairmanâs Performance Evaluation

DIRECTORSâ RESPONSIBILITY STATEMENT

INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

EMPLOYEE STOCK OPTION PLAN (âESOP Schemeâ)

COMPANYâS PERFORMANCE

(i) Individual Directorâs Performance Evaluation

(iii) Chairmanâs Performance Evaluation

DIRECTORSâ RESPONSIBILITY STATEMENT

INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

EMPLOYEE STOCK OPTION PLAN (âESOP Schemeâ)