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WEALTH FIRST PORTFOLIO MANAGERS LTD.

09 November 2026 | 12:00

Industry >> Finance & Investments

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ISIN No INE658T01017 BSE Code / NSE Code 544536 / WEALTH Book Value (Rs.) 151.01 Face Value 10.00
Bookclosure 17/09/2026 52Week High 1219 EPS 36.29 P/E 22.66
Market Cap. 876.00 Cr. 52Week Low 676 P/BV / Div Yield (%) 5.44 / 1.58 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting the 24th Annual Report together with the Company's Standalone and Consolidated
Audited Financial Statements for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS:

The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with the Indian
Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the
(Companies Accounts) Rules, 2014.

The Standalone and Consolidated working results for the year under review are as follows:

(D In Lakhs)

Standalone

Consolidated

Particulars

Year ended

Year ended

Year ended

Year ended

31-3-2026

31-3-2025

31-3-2026

31-3-2025

Profit / (Loss) before tax

5,245.99

4,430.23

5,168.60

4,512.16

Less: Depreciation on Account of Change in Method

NIL

NIL

NIL

NIL

Less: Provision for Taxation

Current Tax

1,240.00

1,060.10

1,353.84

1,098.15

Deferred Tax

(0.02)

(0.50)

12.68

(0.50)

Short Provision of tax in earlier year

(16.97)

-

(26.27)

-

Profit/ (Loss) after tax

4,022.98

3,370.63

3,828.34

3,414.51

Add: Other Comprehensive Income

(29.63)

(203.74)

(38.59)

(215.22)

Total Profit after Comprehensive income for the year

3,993.35

3,166.89

3,789.75

3,199.29

Balance Carried to Balance Sheet

14,015.63

11,671.10

15,944.67

11,786.01

The above figures are extracted from the Financial Statements prepared in accordance with Indian Accounting Standards as
specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014,
as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India. The
Financial Statements as stated above are available on the Company's website
www.wealth-firstonline.com.

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the Financial Year 2025-26, the Company's consolidated operations resulted into total revenues of ?7,108.93 Lakhs
as compared to previous year's revenue of ?6,006.74 Lakhs which resulting in Increase of approx 18.35% over last year and
consolidated Profit before tax has been increased from C4,512.16 Lakhs to ?5,168.60 Lakhs which resulting in Increase of
approx 14.55%.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is engaged in the business of Broking Services, Distributor of Mutual Fund, Govt. Securities Trading, Pension
Products, Fixed Deposit, PMS, Direct Bonds-taxable and taxfree. There are no material changes in the nature of business
during the year.

4. DIVIDEND:

Based on the Company's performance, the directors are
pleased to recommend final dividend of C 1.00/- per equity
share i.e. 10% of face value of C10/- each for the financial
year ended on 31st March, 2026.

The proposal is subject to the approval of members at
the ensuing 24th Annual General Meeting. If approved,
the total outgo account of the Final Dividend on existing
Equity Share Capital would be C 1,06,55,000/-.

The Board of Directors, at its meeting held on 4th August,
2025 had declared and paid the First Interim dividend of
C4.00/- per equity share i.e. 40% of face value of C10/- each
during the financial year 2025-2026. This resulted in a cash
outflow of C4,26,20,000/-.

The Board of Directors, at its meeting held on 13th
November, 2025 had declared and paid the Second
Interim dividend of C4.00/- per equity share i.e. 40% of
face value of C10/- each during the financial year 2025¬
2026. This resulted in a cash outflow of C4,26,20,000/-.

The Board of Directors, at its meeting held on 4th February,
2026 had declared and paid the Third Interim dividend of
C4.00/- per equity share i.e. 40% of face value of C10/- each
during the financial year 2025-2026. This resulted in a cash
outflow of C4,26,20,000/-.

The Board of Directors recommended the confirmation of
Interim Dividends paid during the Financial Year ended
31st March 2026 to the Shareholders.

Further the details of Unclaimed and Unpaid Dividend
Amount of the Company have been disclosed in the
Notes to the Notice of 24th Annual General Meeting of the
Company.

5. TRANSFER TO RESERVES:

No amount from the net profit for the F.Y. 2025-26 under
review is proposed to be carried to General Reserves. No
amount from the net profit was transferred to General
Reserve in the F.Y 2024-25.

6. SHARE CAPITAL:

As on 31st March, 2026, the Share Capital Structure of the Company stood as follows:

Particulars

No. of Shares

Amount

Authorized Share Capital

Equity Shares of C10/- each

1,10,00,000

11,00,00,000

Total

1,10,00,000

11,00,00,000

Issued, Subscribed and Paid up Share Capital

Equity Shares of C10/- each

1,06,55,000

10,65,50,000

Total

1,06,55,000

10,65,50,000

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with differential rights during the year under review.

B) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C) BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

D) EMPLOYEE STOCK OPTION

The Company has not issued any Employee Stock Option during the year under review.

E) ISSUE OF EQUITY SHARES

The Company has not issued any equity shares during the year under review.

7. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company has only 4 (Four) Subsidiaries as on March 31,2026. Details of the Subsidiary Company are as follows:

Sr. No.

Name and address of the
Company

CIN/ GLN No.

Holding/Wholly-
owned Subsidiary/
Subsidiary/Associate

% of

shares

held

Applicable

Section

01

Wealth First Investment
Advisers Private Limited
Capitol House, 10 Paras-
II, Near Campus Corner,
Prahaladnagar, Anandnagar,
Ahmedabad - 380015,
Gujarat, India

U74999GJ2016PTC093213

Wholly-owned

Subsidiary

100

2 (87) (ii)

02

Wealthshield Insurance
Brokers Private Limited
602, Times Square, B/s
Pariseema, C.G. Road,
Navrangpura, City Taluka,
Ahmedabad- 380009, Gujarat,
India

U66220GJ2023PTC146777

Wholly-owned

Subsidiary

100

2 (87) (ii)

03

Lakshya Asset Management
Private Limited
F-31,3rd Floor, Commerce
House-4, Sur No.
1319/1301/1, 100Ft Road,
Anand Nagar Char Rasta,
Anand Nagar, Jodhpur Char
Rasta, Ahmedabad - 380015,
Gujarat, India

U66301GJ2025PTC164007

Subsidiary

69.69

2 (87) (ii)

04

Lakshya Trustee Private
Limited

F-31,3rd Floor, Commerce
House-4, Sur No.
1319/1301/1, 100Ft Road,
Anand Nagar Char Rasta,
Anand Nagar, Jodhpur Char
Rasta, Ahmedabad - 380015,
Gujarat, India

U66301GJ2025PTC164351

Wholly-owned

Subsidiary

100

2 (87) (ii)

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing the salient features of the
Company's subsidiaries in Form AOC-1 is attached to the financial statement of the Company.

There are no associate companies or joint venture companies within the meaning of Section 2 (6) of the Companies Act, 2013.
There has been no material change in the nature of the business of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited financial statements in respect of subsidiaries are available
on the Company's website at
www.wealth-firstonline.com.

Further during the current Financial Year, the Company had promoted Two Subsidiaries, the details of which are as under:

Sr. No

Name of the Subsidiary

CIN

Applicable

Section

Purpose of Investment

1

Lakshya Asset Management
Private Limited

U66301GJ2025PTC164007

2 (87) (ii)

As a sponsor Company of the
said Company.

2

Lakshya Trustee Private Limited

U66301GJ2025PTC164351

2 (87) (ii)

As an administrator of Asset
Management Company.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as
required under Regulation 34 and Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report and
provides overview of the business and operations of the
Company.

9. PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any
amount of principal or interest thereof was outstanding in
terms of Sections 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules,
2014, for the financial year ended 31st March, 2026.

The details of Loans taken from Directors are as under:

The Company has not accepted any Loans from Directors
during the reporting period.

10. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATE AND THE DATE OF THE
REPORT:

In terms of Section 134(3) (l) of the Companies Act, 2013,
no material changes and commitments, which could
affect the Company's financial position, have occurred
between the end of the financial year of the Company and
date of this Report.

11. POLICY ON APPOINTMENT AND REMUNERATION
OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, The Board of Directors has formulated
the Nomination and Remuneration Policy on the basis
of recommendations made by the Nomination and
Remuneration Committee. The salient aspects covered
in the Nomination and Remuneration Policy has been
outlined in the Corporate Governance Report which
forms part of this Report. The policy is also available on
the website of the Company
www.wealth-firstonline.com

12. BOARD DIVERSITY:

The Company recognizes and embraces the importance
of a diverse Board in its process. We believe that a truly

diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry
experience, cultural and geographical background, age,
ethnicity, race and gender which will help us retain our
competitive advantage. The Board has adopted the Board
diversity policy which sets out the approach to diversity of
the Board of Directors.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2026, the Company has six Directors
comprising of Two Executive Directors, Three Independent
Directors and One Non-Executive Non-Independent
Director. There are Two Woman Directors on the Board.

The composition of the Board is in conformity with the
Companies Act, 2013 and the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

APPOINTMENT

During the Financial Year 2025-26, following appointments
were made:

1. The Board of Directors at their meeting held on 4th of
August, 2025 has appointed Mr. Amit Maheshkumar
Trivedi (DIN: 11202163) as an additional and
Independent Director of the Company w.e.f 4th
August, 2025 till the date of ensuring General
Meeting and the same has been approved by the
Shareholders in the 23rd Annual General Meeting of
the Company held on 5th September, 2025 for the
term of 5 consecutive years from 4th August, 2025 till
3rd August, 2030.

2. The Board of Directors at their meeting held on
4th of August, 2025 has appointed Mr. Siddharth
Arvindkumar Shah (DIN: 11201705) as an additional
and Independent Director of the Company w.e.f
4th August, 2025 till the date of ensuring General
Meeting and the same has been approved by the
Shareholders in the 23rd Annual General Meeting of
the Company held on 5th September, 2025 for the
term of 5 consecutive years from 4th August, 2025 till
3rd August, 2030.

3. The Board of Directors at their meeting held on 4th of
August, 2025 has appointed Mr. Saurabh Sonthalia
(DIN: 01355617) as an additional and Independent
Director of the Company w.e.f 4th August, 2025 till
the date of ensuring General Meeting and the same
has been approved by the Shareholders in the 23rd

Annual General Meeting of the Company held on 5th
September, 2025 for the term of 5 consecutive years
from 4th August, 2025 till 3rd August, 2030.

Other than Above there were no cases of appointment
during the Financial Year 2025-26 under review.

RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles
of Association of your Company, Ms. Binal Bhukhanwala
Gandhi (DIN: 02740504), Non-Executive Non-Independent
Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible
offered herself for re-appointment.

Appropriate agenda for her re-appointment is being
placed for your approval at the ensuing Annual General
Meeting. The brief resume of Ms. Binal Bhukhanwala
Gandhi and other related information has been detailed in
the Annual Report and the same forms part of the Notice.

Your Directors recommended her re-appointment as Non¬
Executive Non-Independent Director of your Company.

RE-APPOINTMENTS

The Board of Directors at their meeting held on 4th of
August, 2025 has re-appointed Mr. Ashish Navnitlal Shah,
(DIN: 00089075) as a Managing Director of the Company
for the term of 3 years w.e.f 10th September, 2025 and
the same has been approved by the Shareholders in the
23rd Annual General Meeting of the Company held on 5th
September, 2025.

Other than Above there were no cases of Re-appointment
during the Financial Year 2025-26 under review.

RESIGNATION

During the financial year 2025-26, Mr. Rajan Babubhai
Mehta (DIN: 03548180), Independent director and Mr.
Sanjiv Harshad Shah (DIN: 03561723), Independent
director has resigned due to their involvement and pre¬
occupation in other social and business commitments
w.e.f. 10th October, 2025.

Other than Above there were no cases of Resignation
during the Financial Year 2025-26 under review.

RETIREMENT

During the financial year 2025-26, Mr. Devanshu
Rashmikant Mehta (DIN: 07265777), Independent director

has retired on account of completion of his second
consecutive term (Two Terms of 5 Years each) w.e.f. 2nd
September, 2025.

Other than Above there were no cases of Retirement
during the Financial Year 2025-26 under review.

CHANGE IN DESIGNATION

During the financial year 2025-26, designation of Ms. Binal
Bhukhanwala Gandhi (DIN: 02740604) has changed from
Non-Executive Independent Director to Non-Executive
Non-Independent Director w.e.f. 14th November, 2025.

Other than above there were no cases of change in
designation during the year under review.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, Mr. Ashish Shah, Managing Director,
Ms. Hena Shah, Whole-Time Director, Mr. Dhiren Parikh,
Chief Financial Officer and Mr. Aayush Shah, Company
Secretary and Compliance officer are the Key Managerial
Personnel of your Company.

14. ANNUAL EVALUATION OF BOARD'S
PERFORMANCE:

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 SEBI
Listing Regulations.

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

15. DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the
Independent Directors under Section 149(7) of the
Companies Act, 2013 confirming that they meet the
criteria of independence as prescribed under Section
149(6) of Companies Act, 2013 read with the Schedules
and Rules issued thereunder as well as under Regulation
16(b) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. There has been no change in the circumstances

affecting their status as independent directors of the
Company.

All the Independent Directors of the Company have
registered themselves with the Indian Institute of
Corporate Affairs ("IICA").

During the year under review, the Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees
and reimbursement of expenses, if any.

16. FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:

At the time of appointment of an Independent Director,
the Company issues a formal letter of appointment
outlining his/her role, function, duties and responsibilities.
Further, the Independent Directors are introduced with
the corporate affairs, new developments and business
of the Company from time to time. The Familiarization
Program is also available on the website of the Company
www.wealth-firstonline.com.

17. CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING:

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Insider Trading Policy of the Company lays down
guidelines and procedures to be followed and disclosures
to be made while dealing with shares of the Company as
well as consequences of violation. The Policy has been
formulated to regulate, monitor and ensure reporting of
deals by employees and to maintain the highest ethical
standards of dealing in Company's Shares.

The Insider trading policy of the Company covering the
code of practices and procedures for fair disclosures of
unpublished price sensitive information and code of
conduct for the prevention of Insider Trading is available
on the website
www.wealth-firstonline.com.

18. COMMITTEES OF THE BOARD:

As on 31st March, 2026, the Board of Directors has following
committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder's Relationship Committee

d. Corporate Social Responsibility Committee

e. Investment Committee

The details with respect to composition, powers, roles,
terms of reference, number of meetings held, attendance
at the meetings etc. of Statutory Committees are given in
detail in the Corporate Governance Report.

AUDIT COMMITTEE:

As on 31st March, 2026, the Audit Committee comprised of
3 (Three) Members, namely Mr. Siddharth Shah, Mr. Ashish
Shah and Mr. Amit Trivedi.

All the members of Audit Committee possess good
knowledge of accounting and financial management.
The Managing Director of the Company, Chief Financial
Officer, Internal Auditors and Statutory Auditors are
regularly invited to attend the Audit Committee Meetings.

The Company Secretary is Secretary to the Committee.
The Internal Auditor reports to the Chairperson of the
Audit Committee. The significant audit observations and
corrective actions as may be required and taken by the
management are presented to the Audit Committee. The
Board has accepted all recommendations made by the
Audit Committee from time to time.

19. BOARD OF DIRECTORS AND THEIR MEETINGS:

There were 4 Board Meetings held on 12/05/2025,
04/08/2025, 13/11/2025 and 04/02/2026 during the
financial year 2025-26. The time gap between the two
meetings was in accordance with the requirements. All
the information required to be furnished to the Board was
made available along with detailed Agenda.

ATTENDANCE OF DIRECTORS:

Name

No. of Board
Meetings held/
entitled

No. of Board
Meetings Attended

Attendance at the
last AGM

Mr. Ashish Shah

4

4

Yes

Ms. Hena Shah

4

4

Yes

Mr. Devanshu Mehta (Till 151 September, 2025)

2

2

Not Applicable

Name

No. of Board
Meetings held/
entitled

No. of Board
Meetings Attended

Attendance at the
last AGM

Mr. Rajan Mehta (Till 9th October, 2025)

2

2

Yes

Ms. Binal Gandhi

4

4

Yes

Mr. Sanjiv Shah (Till 9th October, 2025)

2

2

Yes

Mr. Amit Trivedi (w.e.f. 4th August, 2025)

2

2

Yes

Mr. Siddharth Shah (w.e.f. 4th August, 2025)

2

2

Yes

Mr. Saurabh Sonthalia (w.e.f. 4th August, 2025)

2

1

Yes

Independent Directors' Meeting

In accordance with the provisions of Schedule IV (Code
for Independent Directors) of the Companies Act, 2013
and Regulation 25 of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a meeting of the Independent Directors
of the Company was held on 12th May, 2025 without the
attendance of Non-Independent Directors and members
of the management. In said meeting, Independent
Directors inter alia discussed:

• The performance of non-Independent Directors and
the Board as a whole;

• The performance of the Chairperson of the Company,
taking into account the views of Executive Directors
and Non- Executive Directors;

• The quality, quantity and timeliness of flow of
information between the Company management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

• The performance of various committees of the Board.

20. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for
ensuring compliance with the provisions of Section 134 (3)
(C) read with Section 134 (5) of the Companies Act, 2013
in the preparation of annual accounts for the financial year
ended on 31st March, 2026 and state that:

i. In the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
Accounting Standards have been followed and there
are no material departures from the same;

ii. 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 the affairs of

the company as at March 31,2026 and of the profit/
loss of the company for the year ended on that date;

iii. 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;

iv. The Directors had prepared annual accounts on a
'going concern' basis;

v. 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

vi. 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.

21. EXTRACT OF ANNUAL RETURN:

The Annual Return as required under sub-section (3) of
Section 92 of the Companies Act, 2013 ('the Act') in form
MGT-7 is made available on the website of the Company
and can be accessed at
www.wealth-firstonline.com.

22. PARTICULARS OF EMPLOYEES:

During the year under review, there was no employee
who has drawn remuneration in excess of the limits set
out under section 197 (12) of the Companies Act, 2013
read with rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
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 attached as
'Annexure B'.

23. REPORTS ON CORPORATE GOVERNANCE:

A report on Corporate Governance along with a Certificate
from the Statutory Auditors confirming compliance of the
conditions of Corporate Governance as stipulated under
the SEBI Listing Regulations and a Certificate of the CEO/
MD and CFO of the Company in terms of Regulation
17(8) of the Listing Regulations is appended to the
Corporate Governance Report which forms part of this
Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
INITIATIVES:

The Board of Directors has adopted the Corporate Social
Responsibility (CSR) Policy for your Company pursuant to
the provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, based on the recommendation of
the CSR Committee. The CSR Policy is available on the
Website of the Company
www.wealth-firstonline.com.
The composition of CSR Committee is disclosed in the
Director's Report.

A brief outline of the CSR Policy of the Company, the CSR
initiatives undertaken during the financial year 2025¬
26 together with the progress thereon and the Annual
Report on CSR Activities as required by the Companies
(Corporate Social Responsibility Policy) Rules, 2014, are
set out in 'Annexure C' to this Report.

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2025-26, all transactions entered
into with the Related Parties as defined under Section 2
(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014 and
Regulation 23 of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 were in the ordinary course of business
and on arm's length basis. Policy on Related Party
Transaction is available on the Company's Website
www.
wealth-firstonline.com.

During the financial year 2025-26, Company has entered
into transaction with related parties which can be qualified
as material transactions under the Companies Act, 2013
and SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. Accordingly, the disclosure of related
party transactions as required under Section 134 (3) (h)

of the Companies Act, 2013 are provided in Form AOC-2,
which forms an integral part of this Report.

Further, for the proposed Material Related Party
Transaction to be held in the Current and subsequent Years,
the Board of Directors seeks approval of Shareholders and
the resolution forms part of the Notice of AGM.

26. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT UNDER SECTION 186:

The Company has disclosed the full particulars of the
loans given, investments made or guarantees given or
securities provided as required under Section 186 of the
Companies Act, 2013, Regulation 34 (3) and Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in notes forming part of the financial
statements.

27. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:

The Board formally adopted steps for framing,
implementing and monitoring the risk management plan
for the Company. The Management has also envisaged
the minimization procedure and its perception in respect
of each identified risk.

Further, the Company identifies risks with its degree and
control systems are instituted to ensure that the risks in
business process are mitigated. In the opinion of the
Board there has been no identification of elements of risk
that may threaten the existence of the Company.

28. VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been
adopted to provide appropriate avenues to the
employees to bring to the attention of the management,
the concerns about any unethical behavior, by using the
mechanism provided in the Policy. In cases related to
financial irregularities, including fraud or suspected fraud,
the employees may directly approach the Chairperson of
the Audit Committee of the Company. We confirm that
no director or employee has been denied access to the
Audit Committee during FY 2025-26. The Policy provides
that no adverse action shall be taken or recommended
against any employee in retaliation to his/her disclosure, if
any, in good faith of any unethical and improper practices
or alleged wrongful conduct. This Policy protects such

employees from unfair or prejudicial treatment by anyone
in the Company. The policy is available on the Company's
Website
www.wealth-firstonline.com.

29. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and rules framed thereafter, M/s Jaimin Deliwala
& Co., Chartered Accountant, (Firm Registration No.
103861W) Ahmedabad has been appointed as Statutory
Auditors of the Company from the conclusion of the 20th
Annual General Meeting (AGM) of the Company held on
28th of September, 2022 till the conclusion of 25th Annual
General Meeting to be held in the year 2027.

Further, in terms of Clause 40 of the Companies
(Amendment) Act, 2017 which was notified vide
Notification dated S. O. 1833 (E) dated 07th May, 2018
and effective from that date, the Proviso of Section 139
(1) relating to ratification of Appointment of Auditors at
every Annual General Meeting of the Company has been
omitted and the requirement of Ratification of Auditors
Appointment is no longer required as per the Companies
Act, 2013.

Therefore, the resolution for ratification of Appointment
of Statutory Auditors, M/s Jaimin Deliwala & Co., Chartered
Accountants has not been provided for the approval of
the Shareholders and not formed as a part of Notice of the
24th AGM of the Company.

30. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the
purview of sub section (12) of Section 143 of Companies
Act, 2013.

31. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE
AUDITORS IN HIS REPORT:

There are no qualifications, reservations or adverse
remarks or disclaimers made by the Statutory Auditor in
his report.

32. SECRETARIAL AUDIT:

Pursuant to the requirements of Section 204(1) of the
Act and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Kunal Sharma & Associates,

Company Secretary in Practice to conduct the Secretarial
Audit for the financial year 2025-26. Secretarial Audit
Report forms an integral part of this Report is attached as
'Annexure D'.

The Secretarial Audit report does not contain any remarks
and qualifications and are self-explanatory therefore
do not call for any separate or further comments or
explanations.

33. PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The Company is committed towards conservation of
energy and climate action.

The particulars regarding technology absorption and
Foreign Exchange earnings and outgo pursuant to
Section 134 (3) (m) of the Companies Act, 2013, read with
Rule 8 (3) of the Companies (Accounts) Rules, 2014 are not
applicable to the Company.

34. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks
in commensurate with its activities. The Board has
adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its
assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records
and timely preparation of reliable financial disclosures.

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

Your Company is committed to provide and promote
a safe, healthy and congenial atmosphere irrespective
of gender, caste, creed or social class of the employees.
During the year under review, there was no case
filed pursuant to the sexual harassment of Women at
workplace (Prevention, Prohibition and Redressal) Act,
2013. Policy on prevention of sexual harassment of
employees in workplace is available in the website of the
Company
www.wealth-firstonline.com. During the year,
Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Additional Details required as per MCA Circular dated
30.05.2025 are as below:

(i) Number of Sexual Harassment Complaints
received: NIL

(ii) Number of Sexual Harassment Complaints disposed

off: NIL

(iii) Number of Sexual Harassment Complaints pending

beyond 90 days.: NIL

Also, Company has complied with Maternity Benefit Act
during the year under review.

Number of employees as on the closure of financial year
are as below (Numbers as per Standalone basis):

Female

43

Male

38

Transgender

0

Total

81

36. COMPLIANCE WITH SECRETARIAL STANDARDS
ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has complied
with the applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to "Meetings of the Board of Directors" and
"General Meetings", respectively, issued by The Institute of
Company Secretaries of India.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDER
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY'S OPERATION IN
FUTURE:

There was no significant and material order passed by
Regulators or Courts or Tribunals which would impact the
going concern status of the Company.

38. OTHER DISCLOSURES:

• During the financial year 2025-26, no application
was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.

• During the financial year 2025-26, your Company has
not entered into any One-Time Settlement with banks
or financial institutions.

• The Company has not issued any debentures during
the financial year 2025-26.

39. ACKNOWLEDGEMENT

Your Directors would like to express their sincere
appreciation for the assistance and co-operation received
from the Financial Institutions, Banks, Government
Authorities, Customers, Vendors and Members during the
year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed
services by the Company's executives, staff and workers.

For and on behalf of
Wealth First Portfolio Managers Limited

Ashish Shah Hena Shah

Managing Director Whole-Time Director

Din: 00089075 Din: 00089161