During the year under review, the Company has reported a total income of INR 3879.21 Lakhs out of which nonoperating income amounts to INR 225.34 Lakhs. Income from operations is INR 3653.87 Lakhs which has increased by INR 573.97 Lakhs i.e., by 19% as compared to the previous year.

During the year under review, the Company has reported Net Profit after tax and other comprehensive Income of 354.97 Lakhs as compared to INR 183.79 Lakhs in the previous year. The increase in EBIDTA is mainly on account of growth in income from business.

2. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business by the Company which impacted the financial position of the Company during the period under review.

3. DIVIDEND:

Your directors are pleased to recommend a final dividend of Rs. 1/- (Rupee One Only) per equity share of the company for the Financial Year ended 31^st March 2026.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve Account during the financial year under review.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN exchange EARNINGS AND OUTGO:(A) Conservation of energy -

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(B) Technology Absorption -

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(C) Foreign exchange Earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo in terms of actual outflows is as follows:

6. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as follows:

ECONOMIC TRENDS:

The West Asia war, it’s intensity and duration, with both short-term and long-term repercussions are being debated across boardrooms all over the world. Understandably there are apprehensions about not just its economic impact, but the also the unpredictability; it is difficult to make a reasonable forecast for the future about the closure of war and resumption of normal life. In the circumstances, it is prudent to be cautious and circumspect.

The disruption of energy supplies, particularly through the Strait of Hormuz, which accounts for a significant share of global oil trade has triggered sharp volatility in oil prices. Global oil prices have surged past $100 per barrel in recent months, creating inflationary pressures across economies.

The International Monetary Fund has consequently revised global growth downward to approximately 3.1% for 2026, warning that a prolonged conflict could push growth closer to 2% and create stagflationary conditions. The conflict has disrupted global supply chains, increased transportation and logistics costs and heightened financial market volatility.

Energy-importing economies, particularly in Asia, are disproportionately impacted. India, which imports approximately 85% of its crude oil requirements, faces risks of higher inflation, widening current account deficits, and pressure on fiscal balances.

opportunities and challenges: India:

Moody’s has expectedly lowered its FY27 forecast for India to 6%. The World Bank revised the growth projection to 6.6% from 7.2%, citing the conflict’s impact on consumption and industry. It is possible that it might come down further.

However, India is expected to remain one of the fastest-growing major economies, with GDP growth projected at 6.3%-6.7% for FY 2026-27 on an overall basis. This growth is supported by macroeconomic stability, sustained public capital expenditure, and resilient domestic consumption.

Yet, structural challenges persist. Private capital expenditure recovery remains uneven, manufacturing growth continues to lag policy targets, and export performance is constrained by global demand conditions. The continued reliance on government expenditure as a primary growth driver remains a key concern.

Positively, India continues to benefit from rapid digitalization, formalization of the economy, and growth in emerging sectors such as fintech, artificial intelligence, and renewable energy. Policy initiatives, including Production-Linked Incentive (PLI) schemes and infrastructure investments, provide medium- to long-term growth support.

learning & development industry context:

The Indian Learning and Development (L&D) industry is undergoing structural transformation. The market is estimated to be growing at a CAGR of 12%-14%, driven by increased enterprise focus on capability building, leadership development, and future skills.

Key trends include:

• Transition from training delivery to integrated capability-building ecosystems

• Increased adoption of hybrid and digital learning models

• Growing use of AI-driven personalization and learning analytics

• Strong demand for leadership, behavioural, and digital skills

At the same time, the sector is witnessing intensified competition, pricing pressures, and content commoditization, driven by the entry of global edtech platforms and technology-enabled providers.

While we have strong reputational assets including our brand, we need to keep innovating to be a market leader.

outlook, risks and control:

While traditional sectors like manufacturing, infrastructure, oil and gas remain relevant, the Company’s forward-looking strategy increasingly aligns with structural, high-growth, and transformation-led sectors, where demand for learning and capabilitybuilding is expected to be strongest.

Financial Services, Fintech and Digital Payments: The BFSI sector continues to undergo structural transformation, driven by fintech innovation, regulatory evolution, and financial inclusion. Capability requirements are expanding beyond domain knowledge to include sales, customer experience and managerial skills. We see the BFSI becoming crucial given currency fluctuations, NPA’s, insolvencies, and mostly delayed IPO’s.

Digital Economy, AI and GCC Ecosystem: India’s emergence as a global hub for Global Capability Centres (GCCs), combined with rapid adoption of AI, cloud, and cybersecurity, is significantly expanding demand for advanced technical and leadership capabilities. Continuous reskilling is becoming mission-critical.

Healthcare, Wellness and Life Sciences: Healthcare continues to expand, with increasing focus on preventive care, mental wellness, and digital health. The intersection of healthcare and technology is creating demand for specialized training, leadership development, and behavioural competencies.

Energy Transition & Sustainability: The shift toward renewable energy, green hydrogen, and ESG compliance is accelerating. Organizations are investing in sustainability capabilities, regulatory compliance, and transition management. This creates opportunities for training in green skills, leadership, and change management.

Public Sector, Education and CSR Ecosystem: We are bullish on this segment, as a lot of it is recession-proof. Government-led programs, education initiatives, and CSR-driven interventions remain relatively stable and

counter-cyclical. These segments provide resilience during economic volatility and align well with scaled learning solutions.

In short, across sectors there is clear structural shift:

• From training to capability-building ecosystems

• From content delivery to measurable business outcomes

• From episodic learning to continuous, technology-enabled engagement

While L&D is increasingly seen as a strategic investment, short-term budget rationalization remains a risk in volatile macroeconomic conditions—particularly in the context of geopolitical shocks such as the ongoing West Asia conflict. We are accordingly doing a microassessment frequently of our target achievements.

The Company’s focus on hybrid delivery models, sectoral depth, digital platforms, and scalable franchise expansion is expected to strengthen its positioning in this evolving landscape.

cautionary statement: RISK FACTORS:

The Company’s performance is exposed to multiple external and structural risks. Global economic uncertainty, including geopolitical tensions, trade disruptions, and currency volatility, may dampen business sentiment and corporate spending. As learning and development remains a discretionary expense, training budgets are vulnerable to rationalization during economic slowdowns, impacting revenue visibility. Rapid advancements in AI and digital learning platforms require continuous investment to remain relevant and competitive. The ability to attract and retain high-quality facilitators, content developers, and digital talent remains a critical dependency. Additionally, domestic macroeconomic factors, including inflation and shifting consumption patterns, may influence both corporate and individual spending on training.

However, demand from government, public sector, education, and CSR-led initiatives is expected to remain relatively stable. Strategic priorities, including expansion through franchise models and digital platforms are expected to support medium-term growth and partially mitigate these risks.

internal controls and systems: technology and processes:

The Company maintains a robust internal control framework designed to ensure operational efficiency, compliance, and risk mitigation.

Key elements include:

• Defined policies and procedures governing operations and financial reporting

• Regular internal audits and compliance reviews

• Strengthening of cybersecurity and data protection systems

• Adoption of technology-enabled platforms for delivery and monitoring

• Continuous process improvements and standardization

The Board of Directors exercises oversight to ensure adherence to statutory requirements and corporate governance standards. The Company remains committed to transparency, accountability, and ethical conduct.

financial performance:

Total income achieved during the year under review of 2025-26 is 16% higher at INR 3879.21 lakhs as against INR 3346.65 lakhs in the previous year. Income from business operations of the Company has been INR 3653.87 lakhs as against INR 3079.90 lakhs in the previous year, showing an increase of 19%. Revenue growth was driven by the acquisition of new enterprise accounts, improved client retention and our ability to command premium pricing through differentiated value delivery; this was further strengthened by service innovation including the interpretation of AI tools and continuing investment in quality talent. The Company achieved total EBITDA of 13% on total income as compared to 8% last year. The increase in EBIDTA is mainly on account of growth in income from business. There has been an impact on investments valuation due to market volatility. However, the Company’s exposure is limited. After providing for current tax (net) of INR 106.69 lakhs, deferred tax income of INR 4.02 lakhs and Other Comprehensive expense of INR 7.89 lakhs, the net profit of the Company is INR 354.97 lakhs as against the net profit of INR 183.79 lakhs in the previous year, showing a increase of Rs. 171.18 lakhs. We have a resultant total PAT of 9% on total income as compared to 5% last year. The Company has a single segment namely ‘Training’. For Ratios, refer Note No. 34 of the Financial Statement.

human resources: THE PEOPLE FACTOR:

The Company recognizes human capital as a critical driver of long-term success. As an organization operating within the HR and learning ecosystem, it seeks to set high standards in employee engagement, culture, and performance management.

Key priorities include:

• Building a high-performance and inclusive work

environment

• Investing in continuous learning and capability development

• Strengthening leadership development and succession planning

• Leveraging data-driven approaches to talent management

• Enhancing employee engagement and well-being

The Company continues to align its HR practices with evolving workplace dynamics, including hybrid work models, digital transformation, and changing workforce expectations. Corporate culture is treated as a high priority agenda right up to the board level.

7. ANNUAL RETURN:

Annual Return pursuant to Section 92 (3) of the Companies Act, 2013, read with Section 134(3)(a) and rule 12(1) of the Company (Management & Administration) Rules, 2014 for the Financial Year ended 31^st March 2026 is available on the Company’s website at the following Link: https://www.walchandpeoplefirst.com/financial-

statements/form-mgt-7-2026-wpfl

8. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

And the company has not taken any loans from its directors during the year.

9. particulars of loans, guarantees and INVESTMENT by the company:

The Company has made investments as listed under note no. 5 of the Financial Statement.

The Company has not given any loans.

The details of the bank guarantee are noted in the LIG Committee and Board meeting as per Section 186 of Companies Act, 2013 for the year ended 31^st March 2026.

Further, the Company had not given loan to firm/ companies in which the Directors are interested under Schedule V -Part C of Corporate Governance Report sub point 10 (m) of SEBI (Listing Obligation disclosure requirement) Regulation 2015 for the year ended 31^st March 2026.

10. contracts or arrangements with

RELATED PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an arm’s length basis, in

ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP’s, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large.

All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company.

All related party transactions were placed before the Audit Committee for its approval and were placed before the members for their noting on a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.

The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the company’s website at www.walchandpeoplefirst.com under the tab “Investor Relations.”

li. the details in respect of the adequacy of internal financial controls with reference TO the financial STATEMENTS:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

13. change in directors and key managerial personnel:

• Board of Directors & Key Managerial Personnel:

Mr. Nachiket Sohani (ACS 48562) has resigned from his position as Company Secretary & Compliance Officer of the Company w.e.f. 27^th June 2025.

Mr. Deepak Kumar Nayak (ACS 75012) has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 31^st July 2025.

Mr. Joseph Andrew Jude Pereira (DIN:00130239) has been re-appointment as an Independent Director for a second term of Five Years commencing from 26^th October 2025, till 25^th October 2030 and his appointment is approved by the board and shareholders in their respective meetings.

• Retirement by Rotation

Mr. Sanjay Jha retires by Rotation and being eligible, offers himself for re-appointment in the ensuing Annual General meeting

Except as mentioned above during the year under review there has been no change in the directors and key managerial personnel.

14. statement on declaration given by the independent directors under section 149(6) of the companies ACT, 2013:

In terms of Section 149 of the Act and the SEBI Listing Regulations, Mr. H. N. Shrinivas, Mr. Jehangir Ardeshir, Mr. Joseph Pereira are the Independent Directors of the Company on the date of this Report.

The Independent Directors have duly complied with the definition of ‘Independence’ according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Directors have submitted their respective declaration that they meet the criteria of independence and submit the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company’s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

15. statement regarding the integrity, expertise, and experience of the independent directors:

In the opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity, experience, and proficiency in their respective fields. Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors managed by IICA (Indian Institute of Corporate Affairs); and are either exempt or have completed the online proficiency self -assessment test conducted by IICA the in accordance with the provisions of Section 150 of the Companies Act, 2013.

16. COMMITTEES OF BOARD:I. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director, and policy relating to selection and remuneration for Directors, Key Managerial Personnel and Senior Management Employees.

Major criteria/gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under:

• Minimum Qualification

• Positive Attributes

• Independence

• Experience

The Nomination and Remuneration Policy of the Company pursuant to provisions of Section 178(3) and (4) of the Companies Act, 2013 is published on the website of the Company at: https://www.walchandpeoplefirst.com/policies-and-code-of-conduct/nomination-remuneration-policy

The Nomination & Remuneration Committee met two times during the financial year ended on 31^st March 2026, at their meeting held on 12^th May 2025 and 31^st July 2025.

The attendance of the members at the Nomination & Remuneration committee meetings held during the year is as follows:

II. Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015.

* Mr. H. N. Shrinivas appointed as a member w.e.f. 16^th January 2026

During the year under review, the Board of Directors of the Company accepted all the recommendations of the Committee.

III. Stakeholders’ Relationship Committee:

The Stakeholders’ Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

IV. The Vigil Mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company’s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (www. walchandpeoplefirst.com).

17. annual evaluation by the board of its own performance and that of its committees and individual directors:

As required under Section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on code of conduct for Independent directors a Comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been Carried out by your Company during the year under review as per the evaluation criteria approved by the Board and based on the guidelines given in schedule IV to the Companies Act, 2013.

For the current reporting period the Company adopted a different approach for conducting the annual performance evaluation exercise. For this purpose, structured online evaluation forms were designed and circulated electronically to all the Directors.

For the purpose of carrying out performance evaluation exercise, three types of Evaluation forms were devised in which the evaluating director has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating on the scale of five. Such evaluation exercise has been carried out:

i. of Independent Directors by the Board;

ii. of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose on 16^th January, 2026;

iii. of the Board as a whole by all the Directors;

iv. of the Committees by all the Directors;

v. of the Chairperson of your Company by the Independent Directors in separate meeting after taking into account the views of all the Directors;

vi. of the Board by itself.

Having regard to the industry, size and nature of business your Company is engaged and the evaluation methodology adopted is in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. The Independent Directors of the Company are evaluated by the Non-Executive Directors and the other Directors of the Board. The criteria for the evaluation of the Independent Directors are:

a. Attendance record;

b. Possesses sufficient skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions;

c. Able to challenge views of others in a constructive manner;

d. Knowledge acquired with regard to the company’s business/activities;

e. Understanding of industry and global trends;

f. Any qualitative comments and suggestions for improving effectiveness.

18. auditors of the company:

a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Shareholders at their 105^th Annual General Meeting held on 31^st July 2025 had approved the appointment of M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036),

to act as the statutory auditor of the Company for the second consecutive term of 5 (Five) consecutive years period commencing from financial year 2025-26 and who shall hold office from the conclusion of 105^th Annual General Meeting till the conclusion of 110^th Annual General Meeting to be held for the financial year 2029-30.

The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

b) Qualifications of Statutory auditors given by the auditors:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31^st March 2026 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Details in respect of frauds reported by the auditors under section 143(12) of Companies Act, 2013:

There were no incidents of reporting of frauds by the Statutory Auditor of the company which are required to be disclosed under Section 143 (12) of Companies Act, 2013.

d) Secretarial Auditor Report:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, and Regulation 24A of SEBI Listing Obligation and Disclosure Requirements, 2015 mandates the Company to obtain a Secretarial Audit Report from a Practicing Company Secretary. (Annexure I)

Accordingly, M/s. Nilesh Shah & Associates, Peer reviewed Practising Company Secretaries were appointed as a secretarial auditor by the Shareholders at the 105^th Annual General Meeting of the Company, for a period of 5 years commencing from F.Y. 2025-2026 till F.Y. 2029-2030, for conducting the Secretarial Audit of Company.

Secretarial Audit Report issued by M/s. Nilesh Shah & Associates in Form MR-3 for the financial year 2025-2026 dated 14^th May, 2026, forms part of this report.

Observations of Secretarial auditors for the year ended 31^st March 2026:

The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

e) Internal Auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and the rules framed thereunder, the Board, at its meeting held on 27^th January 2023, appointed M/s. SMMP & Company, Chartered Accountants, as the Internal Auditors of the Company to conduct internal audit for the financial years 2023-24 to 2027-28.

f) Maintenance of Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

19. material changes affecting the financial position of the company:

No material changes and commitments other than in the normal course of business have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

20. details of new subsidiary/joint ventures/associate companies or details of the company who ceased to be its subsidiary/joint ventures/associate

COMPANIES:

There are no New Subsidiary/Joint Ventures/Associate Companies in our Company, and neither has any Company ceased to be its subsidiary/joint ventures/ associate companies.

21. statement for development and implementation of risk management policy U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 the top 100 listed entities need to adopt Risk Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT of women at workplace (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

23. STATEMENT ON COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

24. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India during the year 2025-26.

25. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

26. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT - 7 of the Annual Return.

The company has uploaded the Form MGT-7 on its website in which the details of remuneration is given and form MGT-7 is available at the following link: https://www.walchandpeoplefirst.com/policies-and-code-of-conduct/nomination-remuneration-policy

27. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under Section 135(1) of the Companies Act, 2013.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATION IN FUTURE:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company’s operation in future.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March 2026, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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 31^st March 2026, and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. They have laid down Internal financial controls for ensuring the orderly and efficient conduct of its business, including adherence to 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 and;

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

30. disclosure of proceedings pending, or

APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

31. disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement:

During the year under review, your Company has not entered into any One-Time Settlement with Bank’s or Financial Institutions and therefore, no details of Valuation in this regard is available.

32. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

33. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

34. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

35. CRITERIA FOR MAKING PAYMENTS TO NONEXECUTIVE DIRECTORS:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to non-executive directors.

The policy is available on the website at: https://www.walchandpeoplefirst.com/updates/criteria-of-making-payments-to-non-executive-directors

36. PARTICULARS OF EMPLOYEES:

The particulars of remuneration to Directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013 and the Rules made thereunder are given in “Annexure II” to this Report.

The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the

Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid statement. The statement is open for inspection upon request by the Members and any Member desirous of obtaining the same may write to the Company Secretary at WPFLCompanySecretary@walchandgroup.com.

Further the Company has no employee who is in receipt of remuneration of either:

I. Rs. 8,50,000 /- per month or Rs. 1,02,00,000/- per annum or

II. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director of the Company and holds by himself/herself along with his spouse and dependent children not less than 2% of the equity shares of the Company.

37. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has not received any complaint on the SCORES during the financial year 2025-2026.

38. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself as trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2025-2026 is enclosed with the annual report. The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

39. INSIDER TRADING:

The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

40. HUMAN RESOURCES:

Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people’s attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

As on 31^st March, 2026, there were a total of 59 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

41. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.