BOARD S REPORT

The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31,2018.

Summary of operations/results

The financial results of the Company for the year ended March 31, 2018 as compared to that of previous * year are summarized as under:

Company's Affairs’

In comparison to previous financial year, during financial year 2018, the performance o^f the Company was fairly muted due to several factors such as: global trade disputes, raising crude oil prices, rupee depreciation and rising geopolitical tensions. These issues have created a reasonable angst amongst the investors which has led to a depressed market environment. We expect this scenario to continue in near future.

These issues have been amplifying since the start of calendar year 2018 and has affected your Company’s profitability during Quarter 4 of financial year 2018 which led to the downfall in the overall profit for the year.

To mitigate these risks, the management has taken reasonable steps to protect the investors’ interest with investment in quality stocks and by putting more emphasis on increasing turnover from both existing and new institutional clients by providing them with market information and analysis.

The Company has booked a net profit of Rs. 1009 /- Lacs during the year as against the net profit of Rs. 1107/-Lacs during last year.

Transfer to reserves

* No amounts have been transferred to any reserves during the financial year 2017-18.

Dividend & Transfers to IEPF

Your Board does not recommend any dividend for the financial year ended March 31 2018. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.

Change in the nature of business

No changes occurred in the nature of business during the financial year ended March 31, 2018 and till the date of issue of this report.

The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.

Internal Financial Control (IFC)

Your Company's internal control system (including Internal Financial Controls and with reference to Financial statements) ensures efficiency, reliability ana completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable iaws and regulations, optimum utilization and the protection of the Company's assets.

The Company has appointed M/s. H. N. Bafna & Co., Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.

Significant and material orders

There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.

Subsidiaries, Joint Ventures and Associate Companies

Your Company does not have any subsidiaries or associate companies; also it has not entered into any joint venture agreements with any other entities.

Share Capital

During the F.Y. 2017-2018, there was no change in the Share Capital of the Company.

Statutory Auditors

In accordance with the provisions of Section 139 of the Companies Act 2013 M/s. S.Rakhecha & Company, Chartered Accountants (Firm Registration No. 108490W) was appointed as the Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of 22"^dAGM till the conclusion of the 27" AGM to be held in the year 2022 subject to ratification by members at every AGM or as maybe necessitated by the Act from time to time.

However Ministry of Corporate Affairs vide its notification dated 7^th May 2018 has done away with the requirement of the ratification of the appointment of Statutory Auditors and hence M/s S. Rakhecha & Company shall act as Statutory Auditors till the AGM to be held in the year 2022.

Auditor's Report

The statements made by the auditors in their report are self-explanatory and do not require any comments by the Board of Directors.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder the Board has appointed M/s. Priti J. Sheth & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the FY 2017-18

The Secretarial Audit Report for the financial year 2017-18 forms part of the Annual Report as “Annexure A" to the Board's Report.

Our secretarial auditors have qualified their report for non-compliance with regards to appointment of a Company Secretary in whole-time employment as mandated under the provisions of Section 203 of the Companies Act, 2013 and Company Secretary to act as compliance officer of the Company as required under Listing Regulations.

The Company w.e.f. 2^nd May, 2018 has appointed Company Secretary & Compliance Officer as required under the provisions of Section 203 of the Companies Act, 2013 and Listing Regulations.

Auditor's certificate on corporate governance

As required under Listing Regulations, the auditors' certificate on corporate governance is enclosed as ’ “Annexure B” to the Board's report.

Directors and Key Managerial Personnel

a) Appointments

There were no appointments during the year under review.

b) Re-appointments

Tenure of Mr. Deepak Lahoti (DIN -01765511) as Whole-time Director of the Company expired on 31^s’ March, 2017. The Board of Directors at its meeting held on 7^,h February, 2017 appointed him as Whole Time Director for the term of 5 years w.e.f. 1^sl April, 2017 and the same was ratified by the members at the 22^ndAnnual General Meeting held on 29^s1 September, 2017.

c) Retirement by rotation

As per provisions of the Companies Act 2013, Mr. Ashok Bharadia (DIN - 00407830) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible seeks re-appointment. The Board of Directors recommend his reappointment at the ensuing Annual General Meeting.

d) Proposed Appointments

Tenure of Mr. Ashok Bharadia (DIN -00407830) as Managing Director of the Company ends on 27"’April, 2019. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 13*’ July, 2018 have approved his appointment as Managing Director for the term of 3 years w.e.f. 28"’April, 2019 and the same is placed for ratification by members at ensuing Annual General Meeting.

e) Resignations

None of the Directors resigned during the year under review.

The Company has received necessary declarations from the independent directors under Section 149 7 of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

Familiarization programme for independent directors

All new independent directors appointed on the Board attend a familiarization programme.

After; appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

Board evaluation

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis 6f the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, and performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 is appended as “Annexure C”to the Board's Report.

Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013, during the year are set out in “Annexure D” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. However, the Company has not spent the entire amount as required as it was in search of avenues for incurring the same.

For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company at www.wallfort.com

Number of meetings of the Board

The Board duly met six times during the financial year. Details of the meetings of the board, are given in corporate governance report, which forms part of this report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

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

Committees of the Board

Currently, the Board has four committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders' Relationship j Committee.

' The details of the committees of Board is as detailed in the Corporate governance report which forms a part , of the Annual Report.

Details of transactions entered by the Company with non-executive directors

Following transactions were entered into by the Company with non-executive directors during the year under review.

1. Sitting fees paid to all the Directors for attending Board meetings.

2. Brokerage services rendered to Mrs. Sangeeta Bharadia.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013.

The Company has not given any loan, guarantee or provided any security in connection with a loan to any other body corporate or person exceeding the specified limits mentioned under section 186(2) of the Companies Act, 2013.

Further, details of investments made by the Company during the year under review form a part of the financial statements.

Related Party Transactions

The details of Related Party Transactions entered into by the Company are annexed hereto in form AOC-2.

Further, the disclosure of Related Party Transactions in compliance with Accounting Standards form a part of notes to accounts.

Further the Company does not have any holding and subsidiary Company and therefore the related party disclosures as required to be given under Part Aof Schedule V of Listing Regulations are not applicable.

Particulars of remuneration to Directors, Key Managerial Persons and employees

The ratio of the remuneration of each director to the median employee's remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board Report as “Annexure E”

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act. 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure F" to the Board's report.

Material changes and commitments

No material changes/ commitments occurred between the end of the financial year of the Company to which financial statements relate and the date of this report.

Policy ‘on director’s appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent director to maintain the independence of the Board, and separate its functions of governance and management.

The policy of the Company on director's appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.wallfort.com). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Policies

All our policies are available on our website (www.wallfort.com). The policies are reviewed periodically by the Board and updated based on need.

Corporate governance

Our Corporate governance philosophy: Your Company's philosophy on Corporate Governance has been to ensure fairness to the shareholders with full transparency and to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity.

Our Corporate governance report for the financial year ended on March 31, 2018 forms a part of this Annual Report.

Management discussion and analysis

The report on management discussion and analysis as per the Listing Regulations forms integral part of this Annual Report.

Director's responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors of the Company confirm that:

1. In the preparation of the Annual Accounts for the year ended 31^s' March 2018, the applicable Accounting Standards have been followed and there are no material departures;

2. The directors have 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 31^si March, 2018 and of the profit and loss of the Company for the year ended as on that date ;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4.’ The directors have prepared the annual accounts on a 'going concern' basis.

5. The directors had laid down internal financial controls to be followed by the Company and < that such internal financial controls are adequate and were operating effectively;

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

The Board of Directors acknowledge the continued support and co-operation extended by the statutory authorities, Government authorities, bankers, stock exchange, stakeholders and employees of the Company.

By Order of the Board

For Wallfort Financial Services Limited

Sd I-

Ashok Bharadia

Chairman & Managing Director

(DIN-00407830)

Date: 13th July, 2018.

Place: Mumbai