Equity Analysis

Directors Report

    WSFX Global Pay Ltd
    Industry :  Finance & Investments
    BSE Code
    ISIN Demat
    Book Value()
    511147
    INE549D01012
    25.7720678
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    26.32
    94.9
    EPS(TTM)
    Face Value()
    Div & Yield %:
    3.04
    10
    0
     

To,

The Members of

WSFx Global Pay Limited

(Formerly known as Wall Street Finance Limited)

Your Directors are pleased to present the 36thAnnual Report of your Company along with the Audited Financial Statements for the year ended 31st March 2023.

OVERVIEW

WSFx Global Pay Limited (Formerly known as Wall Street Finance Limited) ("WSFx") is in the business of foreign exchange and cross border payment services through its network of 16 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 certification.

WSFx has cultivated enduring partnerships with reputable banks, including Axis Bank, 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.

WSFx provides an array of cutting-edge digital offerings, catering to the diverse needs of customers in the forex and cross-border payments space. Some of these exceptional solutions include:

WSFx Agent Corporate Platform: A state-of-the-art solution designed to cater to the specific forex requirements of corporate clients. This platform offers an advanced and automated forex ordering system, streamlining the entire process and providing deep system integration for enhanced efficiency.

WSFx Smart Agent Platform: Empowering Agent Partners, including travel agents, consultants, and education consultants, this cutting-edge platform offers seamless automation for lead management, Forex Ordering, and Remittance processes.

WSFx Global Pay Platform (FPaaS): A cutting-edge plug & play Forex Platform as a Service solution designed exclusively for Partners providing Travel & Payment related solutions. This innovative platform empowers Partners to effortlessly provide streamlined Forex and Remittance solutions to their customers through an intuitive online interface integrated to their existing digital offering.

WSFx Global Pay App & Web Portal: A user-friendly consumer app and web portal curated for students and millennials, offering a one-stop solution for ordering forex cards, managing foreign currencies, and conducting cross border remittances, all with a fully digital customer on boarding process employing Video KYC.

WSFx Smart Currency Card: A co-branded multi-currency smart travel card developed in collaboration with Yes Bank, supporting 14 major international currencies and an INR wallet for seamless international travel and usage in India. The card offers global acceptance at VISA Member establishments and ATMs, while the WSFx Global Pay App and Portal empower cardholders with complete control over their finances.

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 guiding principles of Trust, Transparency, Convenience, and Compliance underscore the company's operations and highlight its unwavering commitment to creating value for all stakeholders.

FY 22-23, witnessed a revival of the forex business with growth in the Company's turnover to Rs.2960 Crores, up from Rs.2120 Crores in FY 2022-23, YOY growth of 40%. The company turned profitable post pandemic recording a (Profit after Tax) PAT of Rs.116.69 Lakhs achieved on account of significant growth in the key customer segments of Corporate and students. The business outlook is expected to be positive with the growth in student travel, as well as leisure and business travel.

FINANCIAL HIGHLIGHTS

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

(Rs. in lakhs)

Particulars 31.03.2023 31.03.2022
Revenue from Operations 4607.83 2881.67
Other Income 134.57 129.10
Profit before finance cost, depreciation, prior period adjustments and tax 389.62 (372.72)
Less: Finance Cost 94.83 68.09
Profit / (Loss) before depreciation / tax 294.78 (440.40)
Less: Depreciation 204.87 193.74
Net profit/(loss) before exceptional and extraordinary items and tax 89.91 (634.55)
Add: Exceptional item NIL NIL
Net profit / (loss) before tax 89.91 (634.55)
Less: Tax including Deferred Tax (26.88) (192.66)
Profit / (loss) after tax 116.79 (441.89)
Add: Other Comprehensive Income 6.39 (9.09)
Profit/(Losses) carried to balance sheet 123.18 (450.98)

During the year under review, the revenue from operations amounted to Rs. 4607.83 Lakhs as against Rs. 2,881.67 Lakhs for the previous financial year 2021-22. During the FY 2022-23, the Company has started recovering from the adverse impact of COVID pandemic on the business and after deduction of all expenses, earned net Profit after tax amounting to Rs. 116.79 Lakhs against loss of Rs. 441.89 Lakhs for the FY 2021-22.

The Company is engaged only 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 Company's activities is such that geographical segments cannot be separately identified.

SHARE CAPITAL

There was no change in the share capital of the Company during the financial year 2022-23.

DIVIDEND & RESERVES

In light of the Company's previous financial losses and its ongoing recovery efforts, the board of directors has not recommended any dividends for the financial year ending on 31 st March, 2023.

Also, the Company has not transferred any amount to the reserves during the financial year 2022-23.

PUBLIC DEPOSITS

There were no outstanding matured unclaimed and unpaid fixed deposits of the public as on 31st March 2023. The Company has not accepted public deposits during the year. Thus, as on date there are no deposits lying in the books and pending with the Company.

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 Hon'ble 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 Hon'ble Court of Principal Sub Civil Judge, Kollam, Kerala on 21st November 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 Hon'ble 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 has been pending with the Insurance Company a part of fidelity claim filed in 2011 since September 2016 despite repeated reminders and follow up by the Company.

CASH FLOW STATEMENT

In conformity with the relevant provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations, 2015'), the cash flow statement for the year ended 31st March 2023 is attached as part of the Annual Financial Statements of the Company.

SUBSIDIARIES AND ASSOCIATE COMPANIES

During the year under review, your Company did not have any subsidiary, associate or joint venture Company.

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

The Company has not given any loan, guarantee, or provided security to any party during the year. The particulars of investments made have been disclosed in note no. 7 to the financial statements, which form part of the annual report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, in compliance of 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 arm's length basis are included in note no. 31 forming part of the financial statements. However, there is no ‘material' related party transactions as defined under Regulation 23 of the Listing Regulations, 2015 including amendments thereof during the year.

The Policy of related party transactions and dealings with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company at https://s3.ap-south-1. amazonaws.com/files.wsfx.in/pdf/corporate-governance/Policies&Codes/RPT Policy-BM approved 13 Feb 23. pdf

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

(Rs. in Lakhs)

Particulars For the year ended
31.03.2023 31.03.2022
Earnings in foreign currency
Export of foreign currencies 0.00 706.76
Outgo in foreign currency
Import of foreign currencies 0.00 0.00
Professional fees 30.00 29.00
Traveling expenses 6.58 5.46

PARTICULARS REGARDING CONSERVATION OF ENERGY AND 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 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

The Company has adopted relevant policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Company's 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 external firms of Chartered Accountants appointed by the Audit Committee and the Board. The Audit observations and corrective actions taken thereon 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 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

There are no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company, i.e. 31st March 2023, and the date of the Director's report, i.e. 3rd August, 2023.

LISTING OF SECURITIES

Equity Shares of the Company are presently listed on BSE Limited. The annual listing fee for the year 2023-24 has been duly paid to BSE Limited.

UPDATE ON REGULATORY APPROVALS

Reserve Bank of India (RBI) has granted an Authorized Dealer Category-II license for a period of five years valid till 31st December 2023.

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, non-executive director, shall retire at the ensuing AGM and is eligible for reappointment. 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 year.

Further, as recommended by the Nomination & Remuneration Committee, the Board of directors at their meeting held on 3rd August 2023 has considered and approved the re-appointment (subject to the approval of the members of the Company) of the following directors of the Company:

(i) Mr. N Srikrishna as the Whole Time Director and Chief Executive Officer of the Company for the term of 3 years commencing from 22nd December 2023 to 21st December 2026.

(ii) Ms. Asha Shah as an Non-Executive-Independent Director of the Company for Second term of 5 (five) consecutive years commencing from the conclusion of this ensuing AGM (36th) till the conclusion of 41st AGM to be held in the year 2028,

The requisite resolution for approval by the members of the Company pertaining to the above mentioned director's re-appointment has been set out in the Notice of the 36th AGM of your Company.

Declaration by Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of Listing Regulations, 2015 including amendments thereof, the Company has received declarations from all the Independent Directors of the Company confirming that:

(i) they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1) (b) of the Listing Regulations;

(ii) they continue to comply with the Code of Conduct laid down under Schedule IV of the Companies Act, 2013; and

(iii) they have registered their names in the Independent Director's Databank maintained with the Indian Institute of Corporate Affairs (‘IICA').

There has been no change in the circumstances affecting their status as Independent Directors during the year. 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.

The Board is of the opinion that the Independent Directors ofthe Company possess requisite qualifications, experience, and expertise and they hold the highest standards of integrity. 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.

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 36thAGM of the Company.

Familiarization Program

In terms of Regulation 25 of the Listing Regulation, 2015, the Company periodically organizes a program in order to familiarize Independent Directors with the Company's operations. The details of the familiarization program have been posted on the website of the Company https://www.wsfx.in/investors.

KEY MANAGERIAL PERSONNEL

As on 31st March 2023, Key Managerial Personnel's (KMP's) of the Company under Section 203 of the Companies Act, 2013 are as follows:

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

(b) Ms. Manisha Lakhotia, Company Secretary & Compliance Officer

(c) Ms. Pooja Mishra, Chief Financial Officer w.e.f. 11th August 2022

During the year under review, Mr. Dipesh Dharod, the Chief Financial Officer and Key Managerial personnel of the Company resigned from the services of the Company on 31st May 2022 and therefore ceased to be part of KMP from the said date. The resignation of Mr. Dharod was accepted by the Board at their meeting held on 25th July 2022.

Subsequent to Mr. Dharod's cessation as CFO, the Board of Directors considered and approved the appointment of Ms. Pooja Mishra, the financial controller as the new Chief Financial Officer and Key Managerial personnel of the Company at their meeting held on 11th August, 2022 with immediate effect in terms with the Section 203 of the Companies Act, 2013.

ANNUAL EVALUATION OF THE BOARD

The Board has carried out the annual evaluation of its performance and that of its Committees and of Individual Directors including Chairman of the Board for the FY 2022-23. The main criteria of evaluation included the size of the Board, talent, skills, relevant experience, Directors' participation in the board functioning, suggestions and deliberations at the meetings and policies, and other related matters.

AUDITORS AND AUDITORS REPORT

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), Chartered Accountants, have been appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting held on 29th September, 2022 to hold office for a period of 5 (five) consecutive years i.e. from the conclusion of 35th Annual General Meeting (AGM) till the conclusion of the 40th Annual General Meeting of the Company, to be held for the financial year 202526. 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 Auditors' Report for the financial year ended 31st March 2023 on the financial statements of the Company is a part of this Annual Report. The notes to the 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 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 2022-23. The secretarial audit report for the financial year ended 31st March 2023 is enclosed herewith as ANNEXURE III. During the year under review, there were no qualifications, reservation or adverse remark or disclaimer made by Secretarial Auditor in its report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

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 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 as specified under the provisions of Section 178 of the Companies Act, 2013. 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/corporate-governance/Policies&Codes/Nomination Remuneration%20and%20Board%20Diversitv%20policv.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.

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.

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.

MEETING OF THE BOARD

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

The Board met Five times during the financial year 2022-23, the details of which are given in the 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 three Committees, as indicated below:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

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

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 2022-23 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.

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 Board's 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 31st March 2023 will be available on the website of the Company https://www.wsfx.in/investors.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2023 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 fraud and other irregularities;

(d) the Directors have prepared the annual accounts for the Financial Year ended 31st March 2023 on a ‘going concern basis';

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

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

EMPLOYEE STOCK OPTION PLAN

(a) Your Company instituted ESOP scheme titled ‘Wall Street Finance Limited - Employees Stock Option Plan 2018 (WSFL-ESOP 2018) to enable its employees to participate in your company's future growth and financial success. Your Company provides its employees a platform for participating in important decision making and instilling long term commitment towards future growth of the Company by way of rewarding them through Stock Options. In terms of 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 detailed disclosures as stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefitsand Sweat Equity) Regulations, 2021 are hosted on the website of the Company at https:// www.wsfx.in/investors.

(b) Modification of Wall Street Finance Limited - Employees Stock Option Plan 2018 (WSFL-ESOP 2018):

The Nomination and Remuneration Committee recommends the modification of the Employee Stock Plan 2018 approved by the members of the Company for the maximization of the benefit to the eligible employees. Accordingly, based on the recommendation of the Committee and the Board of Directors, the modification in the clause 11 of the ESOP Scheme was considered and approved by the members of the Company at their Annual General Meeting held on 29th September 2022.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of the 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 Statutory Auditors and Secretarial Auditors certificates in compliance of Schedule V of Regulation 34(2) forms part of the Annual Report.

COST RECORDS AND COST AUDIT

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

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis for the year ended 31stMarch 2023 forms an integral part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

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

Your Company has zero tolerance towards any action of any executive which may fall under the ambit of ‘Sexual Harassment' at the workplace and is fully committed to upholding and maintaining the dignity of every women working in your Company. Accordingly, the Company has in place "Policy on Prevention of Sexual Harassment" in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with relevant rules framed thereunder. This policy provides for protection against sexual harassment of women at the workplace and for the prevention and redressal of such complaints. The policy is uploaded on the website of the Company and the link for the same is https://s3.ap-south-1.amazonaws.com/files. wsfx.in/pdf/corporate-governance/Policies&Codes/POSH Policy-WSFx.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. There was no complaint received from any employee during the FY 2022-23.

WHISTLE-BLOWER POLICY/VIGIL MECHANISM POLICY

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 management's genuine concerns including unethical behaviour, 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 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/WhistleBlowerv3.pdf

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the year.

CHANGE OF NAME OF COMPANY

During the year under review, the name of the Company has been changed from "Wall Street Finance Limited" to "WSFx Global Pay Limited" in order to reflect the vision of the Company of focusing on the transformation to a complete payment solution entity and a fresh Certificate of Incorporation was issued by Ministry of Corporate Affairs on 27th December 2022.

REGULATORY ACTION

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

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 the Company's website www.wsfx.in or relevant details will be provided to the members on written request to the Company Secretary.

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.

For and on behalf of the Board
N Srikrishna Ramesh Venkataraman
Date : 3rd August, 2023 Whole Time Director & CEO Director-Chairman
Place : Mumbai DIN: 07175251 DIN: 03545080