Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Walchand Peoplefirst Ltd.

Mar 31, 2025

The Directors are pleased to present the 105^th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2025.

The State of the Companyâs Affairs:

1. KEY FINANCIAL HIGHLIGHTS :
Particulars	For the Year ended 31.03.2025 (Amount Rs. in lakhs)	For the Year ended 31.03.2024 (Amount Rs. in lakhs)
Profit before interest, depreciation and taxation *	258.93	508.75
Less: Interest	(5.21)	(6.54)
Less: Depreciation/ Amortisation	(39.70)	(48.69)
Less: Provision for Taxation â Current / earlier years	(72.50)	(96.51)
Add / (Less): Deferred Tax recognized	38.73	(15.39)
Net Profit *	180.26	341.62
Add/(Less): Other Comprehensive Income	3.54	(2.06)
Profit after Other Comprehensive Income *	183.80	339.02
Add: Balance brought forward	1957.62	1647.64
Amount available for appropriation	2141.41	1986.66
Less: Dividend paid	(29.04)	(29.04)
Less: Dividend Tax	-	-
Balance carried to Balance Sheet	2112.37	1957.62

Total income achieved during the year under review of 2024-25 is 13% higher at INR 3346.65 lakhs as against INR 2960.10 lakhs in the previous year. Income from business operations of the Company has been INR 3079.90 lakhs as against INR 2,615.55 lakhs in the previous year, showing an increase of 18%, on account of market penetration through Franchisees and new customer acquisition. The Company achieved total EBITDA of 8% on total income as compared to 17% last year. The decrease in EBIDTA is mainly on account of necessary additional investments in people, process and franchise management which shall provide us returns in the forthcoming year. Further, there has been an impact on investments valuation due to market volatility. However, the Companyâs exposure is limited.

After providing for current tax of INR 72.50 lakhs, deferred tax income of INR 38.73 lakhs and Other Comprehensive expense of INR 3.54 lakhs, the net profit of the Company is INR 183.80 lakhs as against the net profit of INR 339.02 lakhs in the previous year, showing a reduction of Rs. 155.22 lakhs. We have a resultant total PAT of 5% on total income as compared to 11% last year.

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/- per equity share of the company for the Financial Year ended 31^st March, 2025.

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 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 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.

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

A. Expenditure in Foreign Currency	Financial Year ended 31.03.2025 (INR. in lakhs)*	Financial Year ended 31.03.2024 (INR. in lakhs)*
Royalty Remitted	256.19	231.05
Others	79.75	68.54
B. Earnings in Foreign currency	Financial Year ended 31.03.2025 (INR. in lakhs)*	Financial Year ended 31.03.2024 (INR. in lakhs)
Others	97.01	155.57
*Expenses are grossed up.

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; GLOBAL

In April 2025, the United States, President Donald Trump implemented significant tariffs imposing a baseline 10% levy on imports from multiple countries, escalating to 20% for the EU and 25% on foreign cars. These measures have led to significant global market disruptions, erasing nearly 5.5 trillion in value in the first couple of days. However, nearly unanimously, economists expressed grave concerns that these protectionist measures would adversely affect global trade and consequently and the GDP of all countries affected. Apprehensions about a global recession are circulating the world has plunged into uncertainty of alarming proportions.

The World Bank has cautioned that these tariffs could dampen global economic growth by 0.3 percentage points if trading partners retaliate, potentially reducing U.S. growth by 0.9% in 2025. Developing economies might experience their weakest growth since 2000, facing challenges like high debt, subdued investment, manufacturing decline, currency fluctuations and escalating costs related to climate volatility. We are in a slippery slope. India is no exception.

Similarly, while the International Monetary Fund (IMF) had projected global growth at 3.3% for 2025, a slight increase from 3.2% in 2024, it now highlights that Trumpâs proposed policies, including substantial tax cuts, import tariffs, deregulation efforts, and mass deportations, introduce disconcerting uncertainties. These measures could lead to higher inflation, disrupt labour markets, and pose risks to financial stability. Market reactions reflect these concerns. A political confrontation is brewing too between Greenland, Canada, Iran, Mexico, EU and China against the US as they retaliate against US hegemony.

Despite these challenges, some analysts remain cautiously optimistic. They suggest that Trumpâs policies might be strategic negotiation tactics rather than permanent measures. They are sanguine that global growth could be around 3.2% to 3.3% in 2025, with the U.S. achieving a soft landing and regions like Europe and China potentially accelerating, provided trade tensions do not escalate significantly.

OPPORTUNITIES AND CHALLENGES; INDIA

Indiaâs economic outlook for the fiscal year 2025-26 reflects the global trends; uncertainty and modest expectations. In fact, as many experts have theorized, we are in a structural slowdown. All the four parameters of GDP, private capital expenditure, exports, aggregate demand and government expenditure (GE) are looking relatively weaker than the preceding year, with an over-dependence on the latter component. It has been hoped that GE will crowd-in private investment and create more jobs. That has not transpired. Indiaâs manufacturing share in GDP has declined.

However, despite these global challenges, Indiaâs economy is projected to grow at 6.5% in FY 2025-26. This

projection is underpinned by a rise in private investment (on account of higher household expenditure following the tax relief to the middle-class in the budget) and macroeconomic stability, reinforcing Indiaâs position as one of the fastest-growing major economies. Inflation has lowered after being considerably high, prompting an interest rate cut (the first one in five years) by the RBI which brought the repo rate down by 25 basis points to 6.25%.

Indiaâs economic outlook for FY 2025-26 is characterized by some much-needed reforms and fiscal measures aimed at sustaining growth and development. The governmentâs focus on infrastructure, agriculture, and export promotion, coupled with accommodative monetary policies, positions the economy for continued resilience amidst global challenges.

But it must be added as a cautionary note that there are several risk factors; tariff pressures from US may affect some domestic industry so far sandbagged against competition, rising import bill as India acquiesces to buying from the US which according to some Analysts suggest that Indiaâs GDP could contract by 0.1% - 0.6% as a result of US Tariffs Risks.

OUTLOOK, RISKS AND CONTROL; BUSINESS

While the economy is likely to be above average without being spectacular, there are some sectors that should witness greater traction. Among them are the following:

Renewable Energy: India is accelerating its transition to renewable energy, aiming for 500 GW of installed capacity by 2030. The governmentâs Production-Linked Incentive (PLI) scheme has attracted substantial investments, fostering growth in solar and wind energy. This expansion is expected to create numerous employment opportunities and position India as a leader in renewable energy production. Since we already have a footprint in the conventional fossil fuels industry, our clients include many oil companies, we hope to transition to training a different talent pool here.

Information Technology: The IT sector continues to be a cornerstone of Indiaâs economy, with revenues projected to reach $350 billion by 2026, growing at a compound annual growth rate (CAGR) of 22-23%. Advancements in cloud computing, artificial intelligence, and the Internet of Things are driving this growth. The sectorâs contribution to GDP is expected to rise from 7.5% to 10% by 2026, underscoring its pivotal role in economic development. Once again, we foresee a strong performance in this area as we have worked with the biggest and the best, including both local and multinational IT hardware and software majors. We stand to gain.

Healthcare and Pharmaceuticals: Indiaâs healthcare sector is expanding rapidly, projected to reach $638 billion by 2025. This growth is fuelled by rising incomes, an aging population, and increased health awareness. The pharmaceutical industry, a global leader in generic drugs, is also experiencing significant growth, with exports

increasing by 22% year-over-year in 2025. Innovations in biotechnology and telemedicine are further enhancing the sectorâs prospects. We also anticipate the wellness and fitness industry, post-pandemic, to be on a vertical growth path. We are looking at this sector as a buoyant one in the years ahead.

Infrastructure and Capital Goods: The governmentâs commitment to infrastructure development, with an allocation of ''11.11 lakh crore in the 2024-25 Union Budget, is driving growth in this sector. Investments in railways, highways, airports, ports, and smart cities are expected to enhance connectivity and stimulate economic activity. Companies involved in construction and engineering are poised to benefit from these developments. We expect large domestic corporates to be partners in this public-private participation model, with an ancillary growth in the MSME sector too. We feel that the latterâs revival could impact the countryâs GDP growth too. We possess good expertise and have an impressive list of customers in this sector.

Banking and Financial Services: The financial sector is experiencing robust growth, with rising credit demand and rapid adoption of digital banking solutions. Indiaâs fintech market is expected to grow at a CAGR of 20% by 2030, offering a mix of stability and innovation. The monetary policy decision to reduce interest rates by the Reserve Bank of India is expected to further stimulate credit growth, benefiting financial institutions, right down to more consumer lending. We have some marquee names from the BFSI sector who are long-term partners with us.

Besides, if the spending does increase, we feel that trade and hospitality, automobiles, entertainment and FMCG sectors could see a sharp upward momentum.

CAUTIONARY STATEMENT; RISK FACTORS

Indiaâs economic growth in 2025-26 faces several risks. First, global economic uncertainty, including inflationary pressures and geopolitical tensions, could disrupt trade and investments. A potential slowdown in key international markets like the U.S. and China could affect exports and foreign direct investment. This could force companies to cut back on L&D budgets as they are seen as important but form part of discretionary expenditure that can be easily deferred in times of crisis.

Second, domestic factors such as rising inflation, particularly food and fuel prices, could erode purchasing power and consumer confidence should there by a sudden rise in demand (post tax-cuts) which is not met with augmented supply. Our public programs may suffer if the projected growth does not take off as individuals will prefer savings.

We do think that the Education, Government, Public Sector and CSR activities will be robust as they are not going to be adversely affected by the cyclicality or the volatility that may be expected both in the stock-

markets and the economy, on trade wars and currency fluctuations. And therefore, this year, our Walchand Plus business will have to play a critical role. Of course, our strategic move to start a Franchise model across the country to have a coverage in all the 28 states of India, should in the medium-term, take us to new heights.

INTERNAL_CONTROLS_AND_SYSTEMS;TECHNOLOGY AND PROCESSES

Our company has always believed that ethics, operational controls and due diligence in following statutory requirements are fundamental for a successful company. Ethical practices build trust with stakeholders, ensuring long-term sustainability and positive brand reputation. Operational controls, including clear policies and procedures, help streamline processes, mitigate risks, and ensure consistency in day-to-day activities. Due diligence is crucial for identifying potential risks, making informed decisions, and maintaining compliance with legal and regulatory requirements. Together, these elements create a strong foundation for a company to thrive, protect its assets, and avoid legal or financial pitfalls. They foster a culture of responsibility, transparency, and accountability, driving long-term business success.

We are constantly upgrading our processes, doing internal audits, and upgrading software for security. Our Audit Committee has uncompromising yardsticks.

FINANCIAL PERFORMANCE

The Company has a single segment namely âTrainingâ. For Ratios, refer Note No. 34 of the Financial Statement.

HUMAN RESOURCES; THE PEOPLE FACTOR

As a company that is in the HR ecosystem, we realize that we need to set both internal standards and external benchmarks in employee engagement, work culture and

performance management. In 2025, good HR practices and a positive work culture are more important than ever for a companyâs success. As businesses evolve in a highly competitive global market, HR plays a pivotal role in attracting, retaining, and developing top talent. A strong HR department ensures that the right people are hired, and that they are supported through ongoing training, performance management, and career development.

We believe that a strong culture that emphasizes inclusivity, transparency, and open communication ensures that all our employees feel heard and respected and are aligned with the companyâs mission and values.

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 Companies (Management & Administration) Rules, 2014 for the Financial Year ended 31^st March 2025 is available on the Companyâs website and is available at the following link:

https://www.walchandpeoplefirst.com/wp-content/

uploads/2025/05/Draft-Form_MGT_7-Upload.pdf

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 (âthe Actâ) 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.

9. 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 Auditors 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.

10. BOARD MEETINGS:

The Board of Directors (hereinafter called as âthe Boardâ) met four times during the year under review:

S r . No.	Date of the Meetings	Venue and Time of the Meetings	Directors present	Directors to whom Leave of Absence is granted
1.	09/05/2024	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
2.	30/07/2024	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
3.	28/10/2024	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
4.	28/01/2025	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:â¢ Board of Directors & Key Managerial Personnel:

Ms. Pallavi Jha (DIN: 00068483) has been re- appointed as Chairperson and Managing Director of the Company for a period of three (3) years and to fix her remuneration for a period of three (3) years commencing from 01^stJune, 2024 to 31^st May, 2027 on recommendation of the Nomination and Remuneration Committee in the Board Meeting held on 9^th May, 2024.

Mr. Sanjay Jha (DIN: 00068519) has been re-appointed as Whole-Time Director of the Company for a period of three (3) years and to fix his remuneration for a period of three (3) years commencing from 01^st June, 2024 to 31^stMay, 2027 on recommendation of the Nomination and Remuneration Committee in the Board Meeting held on 9^th May, 2024.

Mr. Nachiket Sohani (ACS 48562) has been appointed as Company Secretary & Compliance Officer of the Company w.e.f 30^th July 2024.

â¢ Retirement by Rotation

Ms. Pallavi Jha retires by rotation and being eligible, offers herself 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.

12. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

In terms of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations, Mr. H. N. Shrinivas, Mr. Jehangir Ardeshir, Mr. Joseph Andrew Jude Pereira are the Independent Directors of the Company as on date of this Report.

The Company has duly complied with the definition of âIndependenceâ according to the provisions of Section 149(6) of the Companies Act, 2013 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 a declaration that they meet the criteria of independence and submits 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 Companyâs 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.

13. 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.

14. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

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

The Nomination & Remuneration Committee comprises of:

Name of Members	Designation
Mr. H. N. Shrinivas	Chairman
Mr. Jehangir Ardeshir	Member
Mr. Joseph Pereira	Member

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/wp-content/

uploads/2022/05/Remuneration-Nomination-Policy.pdf

The Nomination & Remuneration Committee met two times during the financial year ended on March 31, 2025, at their meeting held on May 09, 2024 and July 30, 2024.

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

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. H. N. Shrinivas	Chairman	2	2
Mr. Jehangir Ardeshir	Member	2	2
Mr. Joseph Pereira	Member	2	2

II. Audit Committee:

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

The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation. The Audit Committee comprises of:

Name of Members	Designation
Mr. Joseph Pereira	Chairman
Mr. Sanjay Jha	Member
Mr. Jehangir Ardeshir	Member

All members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance,

The Stakeholdersâ Relationship Committee met four times during the financial year ended on March 31, 2025, at their meeting held on May 09, 2024, July 30, 2024, October 28, 2024 and January 28, 2025.

The attendance of the members at the Stakeholdersâ Relationship Committee meetings held during the year is as follows:

accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary of the Company acts as a secretary to the Committee.

The Audit Committee met four times during the financial year ended on March 31, 2025, at their meeting held on May 09, 2024, July 30, 2024, October 28, 2024, and January 28, 2025.

The attendance of the members at the Audit committee meetings held during the year is as follows:

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Joseph Pereira	Chairman	4	4
Mr. Sanjay Jha	Member	4	4
Mr. Jehangir Ardeshir	Member	4	4

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

III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

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

The Stakeholder & Relationship Committee comprises of:

Name of Members	Designation
Mr. Jehangir Ardeshir	Chairman
Mr. Sanjay Jha	Member
Ms. Pallavi Jha	Member

Name of Members	Designation	No. of Meetings held	No. of Meetings Attended
Mr. Jehangir Ardeshir	Chairman	4	4
Mr. Sanjay Jha	Member	4	4
Ms. Pallavi Jha	Member	4	4

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 Companyâs 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.wa.lchandpeoplefirst.com).

15. QUALIFICATIONS GIVEN BY THE AUDITORS:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2025 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.

16. 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 armâs length basis 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, KMPâs, 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 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 companyâs website at the below mentioned link:

www.walchandpeoplefirst.com under the tab âInvestor Section.â

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 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 six. 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 28^th January, 2025;

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 companyâs business/activities;

e. Understanding of industry and global trends;

f. Any qualitative comments and suggestions for improving effectiveness.

18. AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Shareholders at their 100th Annual General Meeting held on July 29, 2020 had approved the appointment of M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036), to act as the Statutory Auditors of the Company for the term

of 5 (Five) consecutive years period commencing from financial year 2020-21 and who shall hold office from the conclusion of 100th Annual General Meeting till the conclusion of 105th Annual General Meeting to be held for the financial year 2024-25.

Further, the Board of Directors recommends to the shareholders to appoint M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036), to act as the Statutory Auditors of the Company for the term of 5 (Five) consecutive years and who shall hold office from the conclusion of 105th Annual General Meeting till the conclusion of 110th Annual General Meeting to be held for the financial year 2029-30.

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

19. SECRETARIAL AUDITOR REPORT:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates the Company to obtain a Secretarial Audit Report from a Practicing Company Secretary. (Annexure I)

Accordingly, M/s. Nilesh Shah & Associates, Practising Company Secretaries were appointed as the Secretarial Auditors by the Board on October 28, 2024, to issue Secretarial Audit Report for the financial year 2024-2025.

Secretarial Audit Report issued by M/s. Nilesh Shah & Associates in Form MR-3 for the financial year 2024-2025 dated 12^th May 2025, forms part of this report.

Observations of Secretarial auditors for the year ended March 31, 2025:

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

The technical delays were raised to respective authorities through the ticket and were subsequently filed.

20. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, the Board has on April 01, 2023, appointed M/s. SMMP & Company, Chartered Accountants as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-2024 to 2027-2028.

21. 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.

22. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

There are no New Subsidiary/ Joint Ventures/ Associate Companies in our Company.

23. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

Sr.

No.

Name of the Company

Subsidiary/ Joint Venture/ Associate Company

Date of cession of Subsidiary/ Joint ventures/ Associate Company.

N.A.

24. 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 1000 listed entities need to adopt Risk Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.

25. 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 following is the summary of Sexual Harassment complaints received and disposed of during the financial year 2024-2025.

â¢ No. of Complaints Received: NIL

â¢ No. of Complaints Disposed of: NIL

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.

26. 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 financial year 2024-25.

27. 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.

28. 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 Auditors of the Company which are required to be disclosed under Section 143 (12) of Companies Act, 2013.

29. 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, 2025.

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^stMarch 2025.

30. 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/wp-content/

uploads/2025/05/Draft-Form_MGT_7-Upload.pdf

31. 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.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS 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 companyâs operation in future.

33. DIRECTORSâ 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 March 31, 2025, 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 on March 31, 2025, 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 Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information 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;

34. 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.

35. 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.

36. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any one-time settlement with banks or financial institutions and therefore, no details of Valuation in this regard is available.

37. 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.

38. 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.

39. 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.

40. 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/wp-content/

uploads/2022/04/CRITERIA-OF-MAKING-PAYMENTS-

TO-NONEXECUTIVE-DIRECTORS.pdf

41. PARTICULARS OF EMPLOYEES:

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

As per the provisions of 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, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended as Annexure II to this report.

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

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

2. 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.

42. 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 2024-2025.

43. 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 2024-2025 is enclosed with the annual report.

44. CODE OF CONDUCT:

The Board has laid down a specific Code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

45. INSIDER TRADING:

The Board has in consultation with the Stakeholderâs 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.

46. MEANS OF COMMUNICATION:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Companyâs Website and

stipulated communications to the Stock Exchange where the Companyâs shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Companyâs Policies etc.

47. HUMAN RESOURCES:

Your Company treats its âHuman Resourcesâ 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 peopleâs attention are currently underway. Your Companyâs thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2025, there were a total of 61 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.

48. WEBSITE:

The Company has a functional website as www. walchandpeoplefirst.com Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

49. DISCLOSURE PURSUANT TO SCHEDULE V PART II SECTION II OF COMPANIES ACT, 2013:

The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

50. INDIAN ACCOUNTING STANDARDS- IFRS CONVERGE STANDARDS:

The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

51. LISTING ON STOCK EXCHANGE:

The equity shares of the Company are listed on the Main Board of BSE Limited.

52. DEPOSITORY SYSTEM:

Your Companyâs equity shares are in Demat form. The Company has appointed Central Depository Services (India) Limited (CDSL) as designated depository to the Company.

53. AWARDS AND ACHIEVEMENTS:

Your Company has a long list of Awards and Recognition during its long legacy of more than one hundred years. The Company has been felicitated at various forums by valuable stakeholders in the business.

54. ANNUAL LISTING FEES TO THE STOCK EXCHANGES:

The Company has listed its equity shares on the Main Board of BSE Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2024-2025 and F.Y. 2025-2026.

55. 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.

Mar 31, 2024

The Directors are pleased to present the 104^th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2024.

The State of the Companyâs Affairs

1. KEY FINANCIAL HIGHLIGHTS:

Particulars	For the Year ended 31.03.2024 (INR. in lakhs)	For the Year ended 31.03.2023 (INR. in lakhs)
Profit before interest, depreciation and taxation *	508.75	482.13
Less: Interest	(6.54)	(8.77)
Less: Depreciation/ Amortisation	(48.69)	(69.04)
Less: Provision for Taxation â Current / earlier years	(96.51)	(66.27)
Add / (Less): Deferred Tax recognized	(15.39)	11.57
Net Profit *	341.62	349.62
Add/(Less): Other Comprehensive Income (Net of tax)	(2.60)	6.07
Profit after Other Comprehensive Income *	339.02	355.69
Add: Balance brought forward	1647.64	1328.25
Less: Impact of Ind AS 116 - Lease Accounting	-	-
Amount available for appropriation	1986.66	1683.94
Less: Dividend paid for the year ended	(29.04)	(36.30)
Less: Dividend Tax	-	-
Balance carried to Balance Sheet	1957.62	1647.64

During the year under review, the Company has reported a total income of INR 2960.10 Lakhs out of which non-operating income amounts to INR 344.55 Lakhs. Income from operations is INR 2615.55 lakhs which has increased by INR 595.44 Lakhs i.e., by 29% as compared to the previous year.

During the year under review, the Company has reported Net Profit after tax and other comprehensive Income of Rs. 339.02 Lakhs during the year as compared to Rs. 355.69 Lakhs in the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

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

3. DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 1/- per equity share of the company for the Financial Year ended 31^st March, 2024.

4. TRANSFER TO RESERVES:

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

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

(B) Technology Absorption -

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

A. Expenditure in Foreign Currency	Financial Year ended 31.03.2024 (INR. in lakhs)*	Financial Year ended 31.03.2023 (INR. in lakhs)*
Royalty Remitted	231.05	149.31
Others	68.54	93.58
B. Earnings in Foreign currency	Financial Year ended 31.03.2024 (INR. in lakhs)	Financial Year ended 31.03.2023 (INR. in lakhs)
Sales and Services	155.57	96.27

^Expenses are grossed up.

6. MANAGEMENT DISCUSSION AND ANALYSIS:MANAGEMENT DISCUSSION AND ANALYSIS FOR FY 2023-24Economic Trends:

The global economic outlook for 2024 is shaped by a combination of continuing post-Covid pandemic recovery efforts, geopolitical tensions (the Russia-Ukraine war and the ongoing conflict in the Middle East), technological advancements like Generative AI, and shifts in consumer behaviour. While the exact trajectory varies by region, several overarching trends can be identified. The worldwide growth is expected at 3.1% according to the IMF, which talks of the 3D Reset: Decarbonization, Demographics and Deglobalization, which are shaping the global economy.

In advanced economies such as the United States, Europe, and even Japan, GDP growth continues to rebound strongly in 2024 as the post-Covid recovery has resulted in greater confidence because of the absence of restrictions, but the international conflicts have acted as a dampener, particularly given the uncertainty on commodity prices. Central banks in these regions are likely to begin tapering their monetary stimulus measures and gradually raise interest rates to curb inflationary pressures. However, the pace and timing of these policy adjustments will depend on various factors, such as government spending imperatives in a big election year in several countries, including USA, Britain, India, Indonesia etc.

Geopolitical tensions and trade disputes remain key sources of uncertainty for the global economy. Ongoing conflicts, such as the tensions between the United States and China, slow-burn Brexit negotiations, and regional conflicts in the Middle East and Eastern Europe, have the potential to disrupt supply chains, dampen investor confidence, and undermine economic growth. Moreover, rising protectionism and nationalist policies in some countries could further exacerbate these tensions and hinder international cooperation on trade and investment.

Technological innovation continues to drive economic transformation and reshape industries across the globe. The rapid adoption of digital technologies, automation, and artificial intelligence is revolutionizing production processes, enhancing productivity, and creating new opportunities for businesses and consumers alike. However, these technological advancements also pose challenges, including job displacement, widening income inequality, and concerns about data privacy and cybersecurity.

In short, the global economic outlook for 2024 is characterized by a complex mix of challenges. While the overall trajectory is one of gradual improvement, uncertainties remain, and risks abound.

Opportunities and Challenges:

The forecast for the Indian economy for 2024 presents a mixed picture, influenced by a combination of domestic factors and global dynamics.

India, one of the worldâs largest emerging economies, is expected to continue its steep recovery from the COVID-19 pandemic, albeit at a somewhat uneven pace. After experiencing a significant contraction in GDP in 2020-21 due to pandemic-induced lockdowns, the economy rebounded in 2021-22 and 2022-23, and is poised for a 7.6 % annual GDP growth in the current fiscal year, supported by robust government stimulus measures, modest agricultural performance, infrastructural investments, digital public infrastructure, and overall stability in fiscal management.

In 2024, India is expected to build on this momentum, with GDP growth likely to accelerate further, driven by increased domestic consumption, investment, and exports. The governmentâs continued focus on infrastructure development and various initiatives like the PLI scheme is likely to spur investment. However, India is seeing

jobless growth and large urban unemployment, and rise in MNREGA pay-outs, which signal a worrying imbalanced development. Also the K-shaped recovery has posed challenges in income inequality.

Persistent inflationary pressures, fuelled by rising energy and commodity prices, could weigh on consumer spending and business confidence. The Indian government faces the dual challenge of supporting economic growth while also addressing long-standing structural issues such as high unemployment, agrarian distress, and financial sector reforms.

On the external front, India remains committed to pursuing trade liberalization and strengthening economic ties with key partners, uncertainties surrounding global trade policies and geopolitical dynamics could pose challenges to export-oriented sectors. Indiaâs merchandize exports fell for the first time in 4 years in 2023-24.

Environmental sustainability is another area of focus for Indiaâs economic forecast. The country faces significant environmental challenges, including air and water pollution, deforestation, and climate change impacts. Efforts to promote renewable energy, improve energy efficiency, and enhance environmental regulations are essential for mitigating these risks and promoting sustainable economic development.

In conclusion, the forecast for the Indian economy points to a continuation of the recovery momentum, supported by domestic policies and reforms and favourable global conditions. However, challenges such as inflationary pressures, regulatory overreach, and delayed structural reforms need to be addressed to ensure sustained and inclusive growth in the years ahead.

Looking closer at our industry, the India soft skills training market reached a value of USD 510 and has grown at a CAGR of 11.3% during 2017-22, according to the report by IMARC. CAGR of 12.8% is being forecasted between 2023-28. The importance of people in organizations cannot be overstated. As businesses adapt to rapid technological advancements, evolving market dynamics, and changing consumer preferences, the role of skilled and knowledgeable employees becomes increasingly critical. A well-trained workforce is essential for organizations to stay competitive, innovate, and drive growth in an ever-changing business environment. Further skill development initiatives of the government create an inducive environment for skills training. However, economic challenges and geographic disparities are major market challenges hamper the ability to serve the larger workforce. CSR initiatives by the corporate sector help to mitigate this gap to some extent. As such our services in soft skills through Dale Carnegie and in employability through Walchand Plus have a potential for sustained growth.

Outlook, Risks and Control

Several key business sectors in India hold significant growth potential due to various factors such as demographic trends, government initiatives, technological advancements, and evolving consumer preferences.

Information Technology (IT) and the Global Capability Centres (GCC): While Indiaâs IT sector has seen slower growth recently, it is fuelled by a large pool of skilled professionals, cost competitiveness, and a conducive regulatory environment. With the increasing adoption of digital technologies worldwide, including cloud computing, artificial intelligence, and cybersecurity, Indian IT firms are well-positioned to capitalize on these opportunities and continue their expansion globally. The GCCâs are in a rapid growth phase and hold a strong opportunity.

Healthcare and Pharmaceuticals: Indiaâs healthcare and pharmaceutical industry is poised for robust growth driven by factors such as rising healthcare awareness, increasing demand for quality healthcare services, and government initiatives to improve healthcare infrastructure. The country is also a major supplier of generic drugs globally, with opportunities for further expansion in both domestic and international markets.

Renewable Energy: As the world moves towards a greener and more sustainable future, Indiaâs renewable energy sector presents significant growth opportunities. The governmentâs ambitious targets for renewable energy capacity expansion, coupled with favourable policies and incentives, are attracting investments in solar, wind, and hydroelectric power projects. Additionally, the emphasis on energy transition and environmental sustainability further augments the growth potential of this sector.

E-commerce and Digital Services -: Indiaâs e-commerce market is experiencing rapid growth fuelled by increasing internet penetration, smartphone adoption, and shifting consumer preferences towards online shopping. The proliferation of digital payment solutions and logistics infrastructure improvements are further driving the growth of e-commerce companies. Additionally, digital services such as online education, digital entertainment, and telemedicine are witnessing heightened demand, presenting opportunities for innovation and expansion.

Banking, Finance and Insurance sector has traditionally been one of the largest spenders on Training. The traditional BFSI companies organisations now also need to contend with non-traditional competitors, including Google, Amazon, etc. and several innovative self-serve fintech companies thus bolstering market growth.

Overall, these key sectors demonstrate considerable growth potential in India, driven by a combination of domestic demand, government support, technological advancements, and evolving market dynamics. Businesses operating in these sectors stand to benefit from Indiaâs growing economy and expanding consumer base.

As a training organization, we see huge opportunities in the above segments, as they need top quality talent, leadership, managers as well as customer orientation. Our service offerings are well suited to meet their requirements.

Cautionary Statement

We expect Indian companies to face a range of global and domestic risk factors that could impact their operations and growth prospects. Globally, factors such as escalating geopolitical tensions, trade disputes, and economic slowdowns in key trading partners pose risks to export-oriented industries. Additionally, uncertainties surrounding global supply chains and commodity price volatility could affect input costs and profitability.

Domestically, challenges such as policy uncertainty, regulatory changes, and bureaucratic hurdles can hinder business expansion and investment. Moreover, inflationary pressures, currency fluctuations, and interest rate movements may impact consumer spending patterns and borrowing costs. Political instability on account of the general elections, social unrest, and environmental risks further add to the complexity of the operating environment for Indian companies, necessitating robust risk management strategies to navigate these uncertainties effectively. A slower GDP growth can exacerbate unemployment, lead to reduced human capital sending and make companies defer expenses.

Internal Control Systems

Companies in India face a myriad of regulatory and technological challenges. On the regulatory front, navigating a complex and evolving regulatory environment poses significant hurdles. Changes in tax policies, labour laws, environmental regulations, and compliance requirements demand constant adaptation and investment in legal and regulatory expertise.

In tandem, rapid technological advancements present both opportunities and challenges for companies. Embracing digital transformation is imperative to stay competitive, yet it requires substantial investments in infrastructure, cybersecurity, and talent development. Moreover, the pace of technological change often outstrips regulatory frameworks, leading to uncertainties around data privacy, cybersecurity, and intellectual property rights.

Your company is constantly monitoring and improving our internal control systems to ensure compliance and security.

Financial Performance

Total income achieved during the year under review of 2023-24 is 22% higher at INR 2,960.10 lakhs as against INR 2,423.95 lakhs in the previous year. Income from business operations of the Company has been INR 2,615.55 lakhs as against INR 2,020.11 lakhs in the previous year, showing an increase of 29%, mostly on account of new customers, increase in average deal size, market penetration and customer retention. Owing to increased income from business operations and good working capital management, the EBIDTA on business operations has increased to 7 % from 4 % in the previous year. The Company has achieved total EBITDA of 17% on total Income as compared to 19% last year which included a one time gain on sale of property.

After providing for current tax of INR 96.51 lakhs, deferred tax income of INR 15.39 lakhs and Other Comprehensive expense of INR 2.60 lakhs, the net profit of the Company is INR 339.02 lakhs as against the net profit of INR 355.69 lakhs in the previous year, showing a reduction of a marginal amount Rs. 16.67 lakhs. We have a resultant total PAT of 12% on total income as compared to 15% last year. The higher PAT in the last year can be attributed to a one-off higher Other Income as explained above.

Human Resources

People are the heart of a training organization, as they are responsible for designing, delivering, and facilitating training programs that empower individuals with the skills and knowledge needed to excel in their roles. Effective trainers possess not only subject matter expertise but also the ability to engage learners, foster collaboration, and facilitate continuous learning and development. In our organization, we possess some of the best trainers in the country.

Furthermore, in an era marked by remote work and digital collaboration, the human element becomes even more crucial in building connections, fostering a sense of belonging, and supporting employee well-being. Investing in the recruitment, development, and retention of talented trainers and support staff is paramount us to fulfil our mission of equipping individuals and businesses with the skills and competencies needed to succeed in 2024 and beyond. We are committed to doing the same.

7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:

The Financial statement of the Company/ Board Report has not been revised during the financial year 2023-24 as per Section 131 of the Companies Act, 2013.

8. 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 2024 is available on the Companyâs website and is available at the following link: https://www.walchandpeoplefirst.com/wp-content/ uploads/2024/06/Form_MGT_7-FY-23-24.pdf

9. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

10. THE DETAILS IN RESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls besides timely statutory audits, limited reviews and internal audits taking place periodically.

The Board of Directors (hereinafter called as âthe Boardâ) met five times during the Year under review:

Sr. No.	Date of the Meetings	Venue and Time of the Meetings	Directors present	Directors to whom Leave of Absence is granted
1.	12.05.2023	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
2.	24.07.2023	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
3.	31.10.2023	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None
4.	25.01.2024	1^st Floor, Construction House, 5-Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. Joseph Pereira 4. Mr. H. N. Shrinivas 5. Mr. Jehangir Ardeshir	None

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under the review the Company has re-appointed Independent Directors as follows:

Sr.

No.

Name of the Director

Date of Reappointment

Date of the passing of Resolution

Mr. H. N. Shrinivas

26.10.2023

24.07.2023

Mr. Jehangir Ardeshir

05.02.2024

24.07.2023

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

Except as mentioned above there has been no change in the Directors and Key Managerial Personnel in a year under review.

13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

Pursuant to Section 149(4) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and reenactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.

In view of the above provisions, your Company had the following Independent Directors during the year under review:

Sr. No.	Name of the Director	Date of Reappointment	Date of the passing of Resolution (if any)
1.	Mr. H. N. Shrinivas	26.10.2023	24.07.2023
2.	Mr. Jehangir Ardeshir	05.02.2024	24.07.2023
3.	Mr. Joseph Pereira	26.10.2020	30.07.2021

All the above Independent Directors meet the criteria of âindependenceâ prescribed under Section 149(6) and have submitted a declaration to the effect that they meet the criteria of âindependenceâ as required under Section 149(7) of the Companies Act, 2013.

14. STATEMENT REGARDING THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF THE INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Director of the Company whose appointment was regularized by the shareholders in the Annual General Meeting held on 30^th July, 2021 and 24^th July 2023; meet the requirements of integrity, expertise and experience as required by Company.

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

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors, all the Directors being Independent Directors. The Committee acts in accordance with the âTerms of Referenceâ approved and adopted by the Board from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. H. N. Shrinivas	Chairman
2	Mr. Jehangir Ardeshir	Member
3	Mr. Joseph Pereira	Member

Remuneration Policy

> Introduction:

The Company considers human resources as an invaluable asset. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonies the aspirations of human resources consistent with the goals of the Company.

> Objective and purpose of the policy:

â¢ To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees;

â¢ To formulate the criteria for evaluation of performance of all the Independent Director and Directors on the Board;

â¢ To devise a policy on Board diversity;

â¢ To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Companyâs goals and support the organizationâs business strategy, operating objectives and human capital needs.

> Constitution of Nomination and Remuneration Committee:

The Board has constituted the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was changed to âNomination and Remuneration Committeeâ on 17^th April, 2014 and the Company has re-constituted committee on Board Meeting held on 05^th February, 2019 and subsequently re-constituted it once again during the Board Meeting held on 26^th October, 2020. This is in line with the requirements of the Companies Act, 2013. The Board has the authority to reconstitute the Committee from time to time.

> Terms of Reference of the Nomination and Remuneration Committee:

The Nomination & Remuneration Committee is the sub - committee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time. The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows:

1. To formulate the criteria for determining

qualifications, positive attributes

and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

2. To identify persons who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry out evaluation of every Directorâs performance;

3. To determine such policy, taking into account all factors which it deems necessary. The objective of such policy shall be to ensure that members of the executive management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;

4. To review the ongoing appropriateness and relevance of the remuneration policy;

5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;

6. To decide on all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to the Executive Directors and other senior executives and the performance targets to be used;

7. To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the Companyâs standard form contract for Executive Directors from time to time;

8. To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees.

> Appointment of Directors and Key Managerial Personnel:

The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment of a new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation.

> Term of appointment of Directors:

a) Managing Director/ Whole-time Director/ Manager:

The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Directors:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Boardâs Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director, provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.

> Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder including any amendments made thereon and any other applicable acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, Rules and Regulations.

> Retirement:

The Directors and KMP shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Directors and KMP after attaining the retirement age, for the benefit of the Company.

> Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder:

Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactments thereof from time to time).

> Remuneration of Managing Director, CEO and

Executive Director:

i. The remuneration/commission to the Managing Director, CEO and Executive Director will be determined by the Committee and recommended to the Board for approval.

ii. The remuneration, commission and

increments to be paid to the Managing Director, CEO and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under.

iii. At the time of appointment or reappointment, the Managing Director & CEO and Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the Managing Director & CEO and Executive Director within the overall limits prescribed under the Companies Act, 2013 and rules made thereunder.

iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.

v. The remuneration of the Managing Director & CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise of salary, allowances, perquisites, amenities and retiral benefits. The variable component shall comprise of performance bonus/ commission.

vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following:

a) The relationship of remuneration and performance benchmarks is clear;

b) Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

c) Responsibility required to be shouldered by the Managing Director & CEO and Executive Director and the industry benchmarks and the current trends;

vii. The Companyâs performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.

> Remuneration of Key Managerial Personnel and their employees:

i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following:

a) The relationship of remuneration and performance benchmark is clear;

b) Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

c) The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance-based incentive;

d) The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Companyâs performance vis-a-vis the annual budget achievement, individualâs performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;

ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned herein above and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.

iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.

> Remuneration to Non-Executive/ Independent Director:

The Non-Executive Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.

The existing âAudit Committeeâ of the Company consists of three Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with the âTerms of Referenceâ specified by the Board in writing from time to time. The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. Joseph Pereira	Chairman
2	Mr. Sanjay Jha	Member
3	Mr. Jehangir Ardeshir	Member

Terms of Reference of the Audit Committee

The functions of the Audit Committee are broadly as

under:

1. Oversight of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of payment to Statutory Auditors for any other services rendered by them;

4. Reviewing with the management, the annual financial statements and auditorâs report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directorâs Responsibility Statement to be included in the Boardâs Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditorâs independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

a. Every listed company or such class or classes of companies, as may be prescribed, shall establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

b. The vigil mechanism under sub-section (9) of Section 177 of the Companies Act, 2013 read with rules shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases;

19. Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Management letters/ letters of internal control weaknesses issued by the statutory auditors;

c. Internal audit reports relating to internal control weaknesses; and

d. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee;

21. The Audit Committee shall have powers, which should include the following:

a. To investigate any activity within its terms of reference. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the Company;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice;

d. To secure attendance of outsiders with relevant expertise, if it considers necessary;

22. All Related Party Transactions and subsequent modification shall require prior approval of the Audit Committee. Approval or any subsequent modification of transactions of the company with related parties;

23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the Company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc.), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee. Further, on an annual basis, the Company shall prepare a statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the Company. Furthermore, where the Company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.

III. Stakeholders Relationship Committee/Shareholders Grievance Committee:

The Committee has the mandate to review, redress shareholdersâ grievances and to approve all share transfers/transmissions. The composition of the

Stakeholders Relationship Committee/ Shareholders Grievance Committee as on 31^st March, 2024 is as under:

The functions of the Stakeholderâs Relationship Committee/Shareholdersâ Grievance Committee include the following:

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates;

3. Review of shares dematerialized and all other related matters;

4. Monitors expeditious redressal of investorsâ grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares.

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 Companyâs 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.wa.lchandpeoplefirst.com).

16. QUALIFICATIONS GIVEN BY THE AUDITORS:

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Secretarial Auditors of the Company.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - I.

18. 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

Sr. No.	Name of the Member	Designation
1	Mr. Jehangir Ardeshir	Chairman
2	Mr. Sanjay Jha	Member
3	Ms. Pallavi Jha	Member

S r . No.

Name of the Company

Subsidiary/ Joint

Venture/Associate

Company

Date of cession of Subsidiary/ Joint ventures/ Associate Company.

N.A.

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 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 six. 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 25^th January, 2024;

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 the Executive/Non-Executive Directors;

vi. of the Board by itself.

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 companyâs business/activities;

e. Understanding of industry and global trends;

f. Any qualitative comments and suggestions for improving effectiveness.

19. AUDITORS:

M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036) were appointed at the 100^thAnnual General Meeting of the Company held on 29^thJuly, 2020 for a period of 5 years i.e., from Financial Year 2020-21 to 2024-25.

The members are requested to note the eligibility of the Statutory Auditors based on the Certificate received from them confirming that they do not attract any disqualification u/s. 141 of the Companies Act, 2013.

20. SECRETARIAL AUDITOR REPORT:

The Company has appointed M/s. Nilesh Shah & Associates, Practising Company Secretaries as a Secretarial Auditor of the Company, according to the

provision of Section 204 of the Companies, Act 2013 and for conducing Secretarial Audit of Company for the financial year 2023-2024. The Report of the Secretarial Auditor annexed herewith as Annexure II.

Furthermore, the Board has during their Meeting held on 29^th July, 2020 decided to cease compliance with the Corporate Governance Regulations stipulated under the SEBI (LODR) Regulations, 2015 and therefore was not required to conduct the Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08^th February, 2019.

21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

22. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

There are no New Subsidiary/ Joint Ventures/ Associate Companies in our Company.

23. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

24. 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.

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

The Company is committed to provide safe and conducive environment to its employees during the year under review. Your Directors further state that 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.

26. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable secretarial standards during the year 2023-24.

27. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential voting rights.

28. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III to this Report.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143 (12) OF COMPANIES ACT, 2013:

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

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY:

The Company has not made any investments, given any loans and guarantee as per Section 186 of Companies Act, 2013 for the year ended 31^st March, 2024.

31. 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:________

32. CORPORATE SOCIAL RESPONSIBILITY POLICY:

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATION IN FUTURE:

34. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) ofSection 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating Management, your Directors make the following statement and confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis;

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

f. 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.

35. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain a cost records during the year under review.

36. DETAILS OF INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, no fresh application has been made neither is any application pending under the Insolvency and Bankruptcy Code.

37. DETAILS REGARDING VALUATION REPORT:

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

38. 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.

Mar 31, 2018

To,

DIRECTORSâ REPORT

The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 98^th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2018.

The State of the Companyâs Affairs

1. KEY FINANCIAL HIGHLIGHTS:

Particulars For the Year ended For the Year ended
31^st March, 2018		31^st March, 2017
(INR. in lakhs)		(INR. in lakhs)
Profit before interest,
depreciation and taxation	331.79	180.84
Less: Interest	(2.51)	(2.17)
Less: Depreciation /Amortisation	(46.39)	(49.14)
Less: Provision for Taxation
- Current / earlier years	(84.76)	(54.57)
Add/(Less): Deferred Tax recognized	13.30	18.27
Net Profit	211.44	93.23
Add/(Less) : Other Comprehensive
Income (Net of tax)	(1.23)	(11.58)
Add: Balance brought forward	816.85	778.87
Amount available for
Appropriation 1,027.03		860.54
Less : Proposed Final Dividend	-	(36.30)
Less : Dividend Tax	-	(7.39)
Balance carried
to Balance Sheet 1,027.03		816.85

During the year under review, the Company has reported a total income of INR. 2,816.50 lakhs out of which no operating income amounts to INR 135.14 lakhs. Income from operations is INR 2,681.36 lakhs which has increased by INR 357.33 lakhs i.e. by 15% as compared to the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

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

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended 31^st March, 2018.

4. TRANSFER TO RESERVES:

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

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

(A) Conservation of energy -

Sub-rule 3(A) of Rule 8 of the Companies (Accounts)

Rules, 2014 pertaining to the Conservation of energy is not applicable to the Company.

(B) Technology Absorption -

Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Technology Absorption is not applicable to the Company.

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

A. Expenditure In Foreign Currency	Financial Year ended 31.03.2018 (INR in Lakhs)	Financial Year ended 31.03.2017 (INR in Lakhs)
Royalty Remitted	191.34	223.81
Others	4.88	11.98
B. Earnings in Foreign currency Professional fees	45.94	8.28
Others	8.31	6.46

6. MANAGEMENT DISCUSSION AND ANALYSIS: Economic Trends:

After conceding its position as the fastest growing major economy to China for a year in 2017, India is likely to reclaim the position in 2018, with growth expected to accelerate to 7.3% in the year, according to the World Bankâs Global Economic Prospects.

The report projected Chinaâs economic growth to slow to 6.4% in 2018 from 6.8% in 2017. The World Bank also revised Indiaâs growth estimate for 2017 to 6.7% from 7% projected in October, blaming short-term disruptions caused by the newly introduced goods and services tax (GST) and a softer-than-envisioned recovery in private investment.

The global economy, meanwhile, is experiencing a broad-based cyclical upturn, which is expected to be sustained over the next couple of years, although downside risks persist. The anti-globalization push and the China-USA tariff war may spill over and have negative effects that may dampen world output. The economy has been hurt by the negative repercussions of demonetization and disruptions caused by GST.

Direct tax collections were buoyant and grew by more than 18% in the first nine months (April-December) of the fiscal year 2017-18 to two-thirds of the full-year target, which is expected to provide a breather to the government as it struggles to contain the fiscal deficit. Rising oil prices could, however prove to be a strong headwind that might upset fiscal deficit calculations.

The World Bank also said that strong private consumption and services are expected to continue to support economic activity. âPrivate investment is expected to revive as the corporate sector adjusts to the GST; infrastructure spending increases, partly to improve public services and internet connectivity; and private sector balance sheet weaknesses are mitigated with the help of the efforts of the government and the Reserve Bank of Indiaâ. Over the medium term, GST is expected to benefit economic activity and fiscal sustainability by reducing the cost of complying with multiple state tax systems, drawing informal activity into the formal sector, and expanding the tax base. The recent recapitalization package for public sector banks announced by the government of India is expected to help resolve banking sector balance sheets, support credit to the private sector, and lift investment. The global trade recovery is expected to lift exports. However, bureaucratic delays, rising unemployment, low gross fixed capital formation, and a series of bank scandals and rising Non-Performing Assets could seriously impact India''s growth trajectory. India''s agrarian crisis seems to be worsening, as evidenced in the farmer protests that are becoming a pan-Indian phenomenon. Mere loan waivers is hardly the panacea for serious structural reforms. Short-term solutions are mere temporary buffers for the rural economy which is being left behind in the Indian growth story. The consequences could leave India vulnerable to increasing income inequalities. Corporate debt liabilities and distressed assets of public sector banks, in particular, are deleterious in nature, and cause lending to diminish. Ultimately, this will impact the need for private capital. Infrastructure spending needs both public-private partnership, but this domestic bottleneck could dampen any emerging green-shoots in the economy.

Opportunities and Challenges

There is a direct correlation between private investment, economic growth and training expenditures. The fact that the Indian economy has at core experienced only modest GDP growth has meant that the soft-skills industry has not received a macroeconomic push. It has, however, benefited from sectoral buoyancy. Banking and Financial Services industry, particularly, in the light of corruption scandals and violations of prudential norms, will need to invest substantially in human resources, both the frontline and leadership personnel.

E-commerce continues to receive high private equity funding given the booming retail market in India, rising middle-class spending, increasing securitized transactions on the internet and escalating smartphone usage resulting in an App-based e-tailing.

We expect infrastructure-related sectors like cement, steel, construction etc. to be critical foundations for a sustainable boom. Albeit the real estate sector has been bearish, low-cost housing could provide the rural economy and midsized districts with the necessary boost that could result in a force multiplier.

F or the training industry to experience sizeable traction, it is imperative that the education industry flourishes. Although the statistical size is humongous which is a manifestation of its enormous potential, there are crippling challenges that need to be overcome. India holds a critical spot in the global education industry. The country has more than 1.5 million schools with over 260 million students enrolled and about 751 universities and 35,539 colleges. India has one of the largest higher education systems in the world. Around 35.7 million students were enrolled in higher education in India during 2016-17. A recent report states that India has become the second largest market for e-learning after the US. The sector is currently pegged at US$ 2 billion and is expected to reach US$ 5.7 billion by 2020.

The education sector in India is poised to witness major growth in the years to come as India will have world''s largest tertiary-age population and second largest graduate talent pipeline globally by the end of2020. The education market in India is currently valued at US$ 100 billion and is expected to nearly double to US$ 180 billion by 2020. Currently, the school segment is valued at US$ 52 billion and contributes 52 per cent to the education market in India, higher education contributes 15 per cent of the market size, text-book, e-learning and allied services contribute 28 per cent and vocational education in manufacturing and services contributes 5 per cent. Higher education system in India has undergone rapid expansion. Currently, India''s higher education system is the largest in the world enrolling over 70 million students while in less than two decades, India has managed to create additional capacity for over 40 million students. It witnesses spending of over Rs. 46,200 crore (US$ 6.93 billion).

The government of India has ambitious plans to transform India into a competitive, high growth, middle-income economy. These ambitious plans are highly dependent on the availability of jobs and the quality of the labor force. More than 12 million youth between 19 and 25 years of age are expected to enter India''s labor force every year for the next two decades. The government''s recent skill gap analysis concludes that by 2022, another 109 million or so skilled workers will be needed in the 24 keys sectors of the economy. To address the issue, skill development has emerged as a priority sector. Public-private partnerships in preparing the curriculum for training packages is encouraged. The program also seeks to set up a Corporate Social Responsibility Skills Fund to use the private sector CSR funds for skill development activities. Your Company''s India Futures division has established active partnerships with multiple Sector Skills Councils to participated significantly in this endeavor.

Outlook, Risks and Control

Overall, the outlook on India continues to be optimistic, given the untapped potential of its human capabilities, innovation, entrepreneurship and growth opportunities. Undoubtedly, modern technology which is rapidly transforming businesses will impact jobs and thus the training industry. Artificial Intelligence, drones, robotics, Big Data, 3D printing etc. are making capital-intensive sectors replace human beings with new machines. It could also lead to a long-term surge in new hires but they will require a different academic and experience curve for adaptation to emerging methods untried before. Research and Development in technology, pharmaceuticals etc. could be areas we could focus on more.

We also are bullish on the government-backed Skills Mission although the pronouncements have not matched the performance. India is headed for being the single largest provider of global talent, with one in four graduates in the world being a product of the Indian higher education system. What we need to ensure is high quality talent, not merely holders of degree certificates.

We need to be circumspect, however, given the fact that we live in an interconnected world economy. Oil prices, tariff wars, rising inflation, job crisis, low exports, languishing private capital formation and a myopic vision for the future could also result in a staggering slowdown if we do not demonstrate adaptability. Clearly, there is a long way to go.

Notwithstanding, the learning and development industry should see a stable to strong growth, given its sunrise growth phase and the fact that it is sector-agnostic. We are confident that it mitigates any serious risk to our future business in the medium-term.

Cautionary Statement

Your Company endeavors to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Companyâs objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.

Internal Control Systems

Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee/ Board of Directors of your Company.

Financial Performance

Total income achieved during the year under review is INR 2,816.50 lakhs as against INR 2,496.75 lakhs in the previous year. Income from operations of the Company has been INR 2,681.36 lakhs against INR 2,324.03 lakhs in the previous year, showing an increase of 15%. After providing for taxation of INR 84.76 lakhs and deferred tax asset of INR 13.30 lakhs, the net profit of the Company is INR 211.44 lakhs as against the profit after tax of INR 93.23 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 585.39 lakhs as compared to INR 394.46 lakhs in the previous year, and hence has increased by 48% compared to the previous year, Total EBITDA is 12% on total income as compared to 7% in last year. Total PAT is 8% as compared to 4% in last year.

Human Resources

While growth and success are the prime motto of your Company, at the same time it also realizes the importance ofits human capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefits plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals. Our culture reflects our core values which reinforce respect and dignity for each individual and show work ethics for all employees. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.

7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:

The Financial Statement of the Company/ Board Report has not been revised during the financial year 2017-18 as per Section 131 of the Companies Act, 2013.

8. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31^st March, 2018.

9. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

10. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

11. BOARD MEETINGS:

The Board of Directors (herein after called as âthe Boardâ) met for four times during the Year under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1.	21/04/2017	1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 05:15 P.M	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup 6. Mr. Rajeev Dubey	None
2.	31/07/2017	1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 01:00 P.M	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup 6. Mr. Rajeev Dubey	Ms. Shinjini Kumar
3.	06/11/2017	1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 04:30 P.M	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup	Mr. Rajeev Dubey
4.	30/01/2018	1, Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai-400 001 Time: 04:45 P.M	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr.M.N.Bhagwat 4. Mr. V. K. Verma 5. Dr. Vijay N Gupchup	Mr. Rajeev Dubey

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key Managerial Personnel are as follows:

Sr. No.	Name of the Director	Particulars	Date of Appointment/ Resignation
1	Ms. Shinjini Kumar	Appointment as an Additional Independent Director	21.04.2017
2	Ms. Shinjini Kumar	Regularization as an Independent Director	31.07.2017
3	Ms. Shinjini Kumar	Resignation as an Independent Director	23.08.2017

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

13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

In view of the above provisions, your Company has following Independent Directors:

Sr. No.	Name of the Independent Director	Date of appointment/ Reappointment	Date of passing of special resolution(if any)
1.	Mr. M.N. Bhagwat	30/07/2014	30/07/2014
2.	Mr. V. K. Verma	30/07/2014	30/07/2014
3.	Dr. Vijay N. Gupchup	30/07/2014	30/07/2014
4.	Mr. Rajeev Dubey	30/07/2014	30/07/2014

All the above Independent Directors meet the criteria of âindependenceâ prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of âindependenceâ as required under section 149(7) of the Companies Act, 2013.

14. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. V. K. Verma	Chairman
2	Mr. Rajeev Dubey	Member
3	Mr. M. N. Bhagwat	Member

Remuneration Policy

- Introduction:

The Company considers human resources as its invaluable asset. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonies the aspirations of human resources consistent with the goals of the Company.

- Objective and purpose of the policy:

- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees;

- To formulate the criteria for evaluation of performance of all the Independent Director and Directors on the Board;

- To devise a policy on Board diversity;

- To lay out remuneration principles for employees linked to their effort, performance and achievement relating to the Company''s goals and support the organization''s business strategy, operating objectives and human capital needs.

- Constitution of Nomination and Remuneration Committee: The Board has constituted the Remuneration Committee on April 29, 2004. The nomenclature of the said Committee was changed to âNomination and Remuneration Committeeâ on 17^th April, 2014. This is in line with the requirements of the Companies Act, 2013. The Board has the authority to reconstitute the Committee from time to time.

- Terms of Reference of the Nomination and Remuneration Committee:

1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

4. To review the ongoing appropriateness and relevance of the remuneration policy;

5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;

8. To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees.

- Appointment of Directors and Key Managerial Personnel: The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and KMP and recommending candidates to the Board, when circumstances warrant the appointment of a new Director and KMP, having regard to the experience and expertise as may be deemed appropriate by the Committee at the time of such recommendation.

- Term of appointment of Directors:

a) Managing Director/ Whole-time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole- time Director or Manager for a term not exceeding five years at a time. No re- appointment shall be made earlier than one year before the expiry of term.

b) Independent Directors:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boardâs Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.

- Removal:

- Retirement:

- Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees as detailed hereunder: Non-Executive Directors shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies Managerial Remuneration Rules, 2014 (including any statutory modification or re-enactments thereof from time to time).

- Remuneration of Managing Director, CEO and Executive Director:

i. The remuneration/commission to the Managing Director, CEO and Executive Director will be determined by the Committee and recommended to the Board for approval.

ii. The remuneration, commission and increments to be paid to the Managing Director, CEO and Executive Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made there under.

iii. At the time of appointment or re-appointment, the Managing Director, CEO and Executive Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the Nomination & Remuneration Committee and the Board of Directors) and the CEO & Managing Director and Executive Director within the overall limits prescribed under the Companies Act, 2013 and rules made thereunder.

iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.

v. The remuneration of the Managing Director, CEO and Executive Director is broadly divided into fixed and variable components. The fixed compensation shall comprise of salary, allowances, perquisites, amenities and retiral benefits. The variable component shall comprise of performance bonus/commission.

vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following:

a) The relationship of remuneration and performance benchmarks is clear;

b) Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

c) Responsibility required to be shouldered by the Managing Director, CEO and Executive Director and the industry benchmarks and the current trends;

vii. The Company''s performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.

- Remuneration of Key Managerial Personnel and other employees:

i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following:

a) The relationship of remuneration and performance benchmark is clear;

b) Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

c) The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive;

d) The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;

ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.

iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.

- Remuneration to Non-Executive / Independent Director: The Non-Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting, for which no sitting fees shall be paid. The sitting fees shall be paid as per the applicable provisions of the Companies Act, 2013 and rules made there under.

II. Audit Committee:

The existing âAudit Committee'' of the Company consists of four Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act, 2013, read with the rules. The Audit Committee acts in accordance with the âTerms of Reference'' specified by the Board in writing from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. M. N. Bhagwat	Chairman
2	Mr. Sanjay Jha	Member
3	Mr. V. K. Verma	Member
4	Dr. Vijay N. Gupchup	Member

Terms of Reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

1. Oversight of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of payment to Statutory Auditors for any other services rendered by them;

4. Reviewing with the management, the annual financial statements and auditorâs report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directorâs Responsibility Statement to be included in the Boardâs Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditorâs independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

14. Discussion with internal auditors of any significant findings and follow up there on;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

b. The vigil mechanism under sub-section (9) of section 177 of the Companies Act, 2013 read with rules shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases;

20. The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee;

21. The Audit Committee shall have powers, which should include the following:

a. To investigate any activity within its terms of reference. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of section 177 of the Companies Act, 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice;

d. To secure attendance of outsiders with relevant expertise, if it considers necessary;

22. All Related Party Transactions shall require prior approval of the Audit Committee.

Approval or any subsequent modification of transactions of the company with related parties;

23. When money is raised through an issue (public issues, rights issues, preferential issues etc.), the company shall disclose the uses / applications of funds by major category (capital expenditure, sales and marketing, working capital, etc.), on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee. Further, on an annual basis, the company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the company. Furthermore, where the company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue, it shall place before the Audit Committee the monitoring report of such agency, upon receipt, without any delay. The audit committee shall make appropriate recommendations to the Board to take up steps in this matter.

III. Stakeholders Relationship Committee / Shareholders Grievance Committee:

The Committee has the mandate to review, redress shareholdersâ grievances and to approve all share transfers. The composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on March 31, 2018 is as under:-

Sr. No.	Name of the Director	Designation
1	Mr. V. K. Verma	Chairman
2	Mr. Sanjay Jha	Member
3	Ms. Pallavi Jha	Member

Mr. Vivek Wadhavkar, Senior Manager (Accounts and Finance) has been designated as the Compliance Officer. The functions of the Stakeholderâs Relationship Committee / Shareholdersâ Grievance Committee include the following:-

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates;

3. Review of shares dematerialized and all other related matters;

4. Monitors expeditious redressal of investorsâ grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares.

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 Companyâs 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).

15. QUALIFICATIONS GIVEN BY THE AUDITORS:

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report and by Secretarial Auditor, in their report.

16. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure - II.

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 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 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 six.

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 31^st January, 2018;

(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 the Executive/ Non-Executive 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''s 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:

M/s. K. S. Aiyar & Co., Statutory Auditors of your Company having (ICAI Firm Registration No. 100186W) were appointed at the 95th Annual General Meeting of the Company held on 31^st July, 2015 for a period of 5 years i.e. from financial year 2015-2016 to 2019-2020 subject to the ratification by the Members in every Annual General Meeting.

In view of the above, the Audit Committee is requested to note the eligibility of the Statutory Auditors for ratification of their appointment at the 98th Annual General Meeting of the Company, based on the Certificate received from them confirming that their ratification will be in accordance with the limits as laid down under Section 139 of the Companies Act, 2013 and that they do not attract any disqualification u/s. 141 of the Companies Act, 2013.

19. SECRETARIAL AUDITOR:

The Company has appointed M/s. Pramod S. Shah and Associates, Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company for the financial year 2017-2018. The Report of the Secretarial Audit is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remarks.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

21. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

There are no New Subsidiary/ Joint ventures/Associate Companies in our Company.

22. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

Sr.	Name	Subsidiary /	Date of cession of
No.	of	Joint ventures/	Subsidiary /
	Company	Associate Company	Joint ventures/
			Associate Company.
	N.A	N.A.	N.A.

23. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT 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 needs to adopt Risk Management Policy. Therefore, our Company is not required to adopt Risk Management Policy.

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

The Company is committed to provide safe and conducive environment to its employees during the year under review. Your Directors further states that during the year under review, there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential voting rights.

26. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IV to this Report.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

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

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT BY THE COMPANY:

The Particulars of Loans, Guarantees and Investments as per Section 186 of Companies Act, 2013 for the year ended31.03.2018 is annexed with this report as Annexure V.

29. 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-9âExtract of the Annual Return (appended as Annexure I).

30. CORPORATE SOCIAL RESPONSIBILITY POLICY:

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATION IN FUTURE:

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

32. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating Management, your Directors make the following statement and confirm that-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

33. 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.

For and on behalf of the Board

Ms. Pallavi Jha

Chairperson & Managing Director

DIN: 00068483

Address: 201, Sterling Heritage 39,

N S Patkar Marg, Gamdevi,

Mumbai-400007

Place: Mumbai

Date: 02^nd May, 2018

Mar 31, 2017

To,

The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 97^th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31^st March, 2017.

The State of the Companyâs Affairs

1. KEY FINANCIAL HIGHLIGHTS:

Particulars	For the Year ended For the Year ended
Particulars	31^st March, 2017 (INR. in lakhs)	31^st March, 2016 (INR. in lakhs)
Profit before interest,
depreciation and taxation	161.49	412.70
Less: Interest	(0.02)	(0.05)
Less: Depreciation/Amortization	(49.14)	(36.75)
Less: Provision for Taxation -
Current / earlier years	(48.85)	(117.88)
Add/(Less): Deferred Tax recognized	18.27	(9.92)
Net Profit	81.75	248.10
Add: Balance brought forward	734.66	530.25
Amount available for appropriation	816.41	778.35
Less : Proposed Final Dividend	-	(36.30)
Less : Dividend Tax	-	(7.39)
Balance carried to Balance Sheet	816.41	734.66

During the year under review, the Company has reported a total income of INR. 2,493.87 lakhs out of which non-operating income amounts to INR 169.84 lakhs. Income from operations is INR 2,324.03 lakhs which has increased by INR 49.08 lakhs i.e. by 2% as compared to the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

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

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended 31st March, 2017.

4. TRANSFER TO RESERVES:

The Company has proposed to transfer Nil amount to the General Reserve out of amount available for appropriations.

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

(A) Conservation of energy -

Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Conservation of energy is not applicable to the Company.

(B) Technology Absorption -

Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the Technology Absorption is not applicable to the Company.

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:

A. Expenditure In Foreign Currency	Financial Year ended 31.03.2017 (INR in Lakhs)	Financial Year ended 31.03.2016 (INR in Lakhs)
Royalty Remitted	223.81	186.16
Others	11.98	8.51
B. Earnings in Foreign currency Professional fees	8.28	14.73
Others	6.46	4.07

6. MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure & Developments

India''s economy is set to grow at 7.4% in the current fiscal year 2017-18 against 7.1% in the previous year, on the back of pick-up in consumption demand and higher public investment according to the Asian Development Bank In its latest Asian Development Outlook (ADO) 2017 report, ADB said while the recent gross domestic product (GDP) data for 2016-17 did not fully capture the effects of demonetization, the slowdown did reflect a continued slump in investment. âDragging on growth were excess production capacity, problems that past over investment left on corporate balance sheets, and new bank lending inhibited by too many stressed assets.â Moderately higher growth is projected as consumption picks up and government initiatives boost private investment. A continued commitment to reform-especially in the banking sector-will help India maintain its status as the world''s fastest growing major economy. The ADO expects consumption to pick up as more new bank notes are put in circulation after the shock withdrawal of high-value currencies and as planned salary and pension hike for state employees are implemented. The public sector will remain the main driver of investment as banks continue to wind down balance sheets constrained by high levels of stressed assets. Exports are forecast to grow by 6% in the coming year.

Opportunities and Challenges

The corporate training market has been one of the most fluctuating segments in the overall Education industry in India. The period of 2008-2010 saw a severe low point in the industry''s growth on account of the recession. However, good economic growth and stabilization in businesses across industry along with greater emphasis on employee training and skill development in Indian organizations have been instrumental in fueling the corporate training market for last few years. As per the India Corporate Training Outlook 2020 report by Ken Research the corporate training industry in India has seen a CAGR of 13.5% between FY 2010 to FY 2015. Global expansion of business and confrontation of domestic as well as global competition has been a major growth driver for the market.

Training programs have evolved from being just a tool for employee skill up gradation to a medium for developing strategic initiatives to streamline business goals. Corporate training has also been an important mechanism for employee retention, which is one of the biggest people priorities in the corporate sector in India.

Services sectors dominate the demand for corporate training. According to the research report, IT/ITES, BFSI and Telecom sectors account for 58% of the overall market while Manufacturing and Government account for nearly 12% and 10% respectively.

Outsourcing of training services has seen a phenomenal growth in India over the last few years, especially for behavioural training.

The market of computer training has witnessed positive technological advances with ELearning, virtual classroom and mobile learning. Yet 65% of all training is Instructor led. Completion rate and effectiveness of instructor led training is found to be 5 times higher than that of ELearning. Hence, blended learning solutions are increasingly becoming popular. Dale Carnegie is developing a stronger technological backbone for growing our blended learning solutions and mobile apps to meet this market trend. While large organizations spent most on training, a significant challenge for the market is that the small and medium sized organizations have been reluctant to spend on training and development.

Further low cost investment and lack of entry barriers has led to high fragmentation and competition in the market. However, the top 5 players account for 46.2% of the market. The demand for better training providers is increasing and companies prefer training companies that have a strong brand identity, an established sales and training capability to fulfill their needs. As such Dale Carnegie Training India is well placed and does command the dominant market share in the industry.

Apart from Dale Carnegie Training India, that addresses the Corporate Training market, your company caters to the Education, Skilling & CSR segments through its India Futures division.

To quote the Wheebox India Skills Report 2016, India has the advantage of the âdemographic dividendâ (younger population compared to the ageing population of developed countries), which can be cultivated to build a skilled workforce in the near future. The country''s population pyramid is expected to bulge across the 15-59 age groups over the next decade. This demographic advantage is predicted to last only until 2040. India therefore has a very narrow time frame to harness its demographic dividend and to overcome its skill shortages. To take advantage of the demographic dividend, which is both, the biggest opportunity and the biggest concern for the country and there is a need to change the public perception about Skilling. Even today, Skilling is perceived as the last resort meant for those who have not been able to progress in the formal academic system. This mental block has only increased the gap between what the industry requires and what is currently available. The need of the hour thus is to Synergize the efforts and resources to provide a feasible platform for vocational education and skill development.

Currently it is estimated that only 2.3% of the workforce in India has undergone formal skill training as compared to 68% in the UK, 75% in Germany, 52% in USA, 80% in Japan and 96% in South Korea.

Large sections of the educated workforce have little or no job skills, making them largely unemployable. Therefore, India must focus on scaling up skill training efforts to meet the demands of employers and drive economic growth. The Indian Government has an ambitious target for skilling 500 million people by 2022. Under the aegis of the Ministry of Skilling Development and NSDC, the Skilling initiatives are enduring several opportunities in the employability and vocational training sectors. This large goal is fueling the need for a vast training capacity where there is an acute shortage. Your company is focusing on Trainer development through credible training of trainers and certification programs. The ideal way forward is to seek partnerships that will strengthen the process of quality and access to the target segment. Towards this your company is now empaneled with various Sector Skill Councils as a provider of certified Master Trainers as well as with MSDE and NIESBUD to provide entrepreneurship development programs.

To address the CSR segment, your company is empaneled with Indian Institute of Company Affairs and is now a recognized provider of skills training and project implementation in CSR.

Outlook, Risks & Control

While the overall economic forecast is positive, the macro environment has been slow so far and the lingering impact, if any, of demonetization is yet to be seen. Further the impact of changing US regulations and geopolitical developments may have an adverse impact on some sectors like Information Technology, other services and exports. Among potential risks for the Indian economy, the ADO assesses the rapid increase in the price of oil could undermine the country''s fiscal position, stoke inflation and swell the current account deficit. ADB projected inflation to accelerate to 5.2% in 2017-18 and 5.4% in 2018-19 as the global economy recovers and commodity prices rebound. All these factors could have a bearing on the industry performance in the short term.

Given the above , for the next twelve months, the company maintains a conservative position. Nevertheless, the overall medium and long-term outlook for the Training and Skilling industry is positive. Continuous review and agility will be key to leverage any quick developments or to minimize risks, if any.

Cautionary Statement

Your Company endeavors to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Company''s objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.

Internal Control Systems

Financial Performance

Total income achieved during the year under review is INR 2,493.87 lakhs as against INR 2,414.56 lakhs in the previous year. Income from operations of the Company has been INR 2,324.03 lakhs against INR 2,274.95 lakhs in the previous year, showing an increase of 2%. After providing for taxation of INR 48.85 lakhs and deferred tax asset of INR 18.27 lakhs, the net profit of the Company is INR 81.75 lakhs as against the profit after tax of INR 248.10 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 377.16 lakhs as compared to INR 608.75 lakhs in the previous year and hence has decreased by 38% compared to the previous year. Total EBITDA is 6% on total income as compared to 17% in last year. Total PAT is 3% as compared to 10% in last year.

Human Resources

A comprehensive code of conduct has been developed for all employees which reinforces our work ethics. An average eight days of training per year for each employee is directed at enriching leadership, behavioral, functional and technical skills as well as bringing about a change in the attitude, knowledge and skill of employees. Thus, through this process of learning and concurrent rewarding, your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.

7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:

The Financial Statement of the Company/ Board Report has not been revised during the Financial Year 2016-2017 as per Section 131 of the Companies Act, 2013.

8. ANNUAL RETURN:

9. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.

10. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls beside timely statutory audit, limited reviews and internal audits taking place periodically.

11. BOARD MEETINGS:

The Board of Directors (herein after called as âthe Boardâ) met for four times during the Year under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1.	27.04.2016	Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 05:15 P.M.	1. Ms.Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. K.Verma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey	None
2.	28.07.2016	Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 01:00 P.M.	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. K.Verma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey	None

3.	08.11.2016	Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 04:30 P.M	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M. N. Bhagwat 4. Mr. V. K.Verma 5. Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey	None
4.	02.02.2017	Construction House, Walchand Hirachand Marg, Ballard Estate, Mumbai- 400 001 Time: 04:45 P.M.	1. Ms. Pallavi Jha 2. Mr. Sanjay Jha 3. Mr. M.N.Bhagwat 4. Mr. V. K.Verma 5.Dr. Vijay N. Gupchup 6. Mr. Rajeev Dubey.	None

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key Managerial Personnel are as follows:

Sr. No.	Name of the Director	Particulars	Date of Resignation
N.A.	N.A.	N.A.	N.A.

Ms. Pallavi Jha retires by rotation and being eligible, offers herself for re-appointment in the ensuing Annual General Meeting.

13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

Pursuant to Section 149(4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 (subject to amendment and reenactment from time to time), the Central Government has prescribed that your Company shall have minimum two Independent Directors on its Board.

In view of the above provisions, your Company has following Independent Directors:

Sr. No.	Name of the Independent Director	Date of appointment/ Reappointment	Date of passing of special resolution(if any)
1.	Mr. M.N.Bhagwat	30/07/2014	30/07/2014
2.	Mr. V. K. Verma	30/07/2014	30/07/2014
3.	Dr. Vijay N. Gupchup	30/07/2014	30/07/2014
4.	Mr. Rajeev Dubey	30/07/2014	30/07/2014

All the above Independent Directors meet the criteria of âindependence'' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of âindependence'' as required under section 149(7) of the Companies Act, 2013.

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

Committee acts in accordance with the âTerms of Reference'' approved and adopted by the Board from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. V. K. Verma	Chairman
2	Mr. Rajeev Dubey	Member
3	Mr. M. N. Bhagwat	Member

Remuneration Policy

- Introduction:

The Company considers human resources as its invaluable assets. This policy on Nomination and Remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 read with rules and the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonies the aspirations of human resources consistent with the goals of the Company.

- Objective and purpose of the policy:

- To formulate the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors (Executive and Nonexecutive) and recommend to the Board policies relating to the remuneration of the Directors, KMP and other employees;

- To formulate the criteria for evaluation of performance of all the Independent Director and Directors on the Board;

- To devise a policy on Board diversity;

- Terms of Reference of the Nomination and Remuneration Committee:

The Nomination & Remuneration Committee is the sub -committee of the Board of Directors of the Company and the terms of reference of the Committee shall be decided by the Board from time to time. The roles and responsibilities of the Nomination and Remuneration Committee shall be as follows:

4. To review the ongoing appropriateness and relevance of the remuneration policy;

5. To approve the design of any performance related pay schemes operated by the Company and approve the total annual payments made under such schemes;

7. To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts, and to review the Company''s standard form contract for Executive Directors from time to time;

8. To consider any other matters relating to the remuneration of or terms of employment applicable to the remuneration of the Directors, Key Managerial Personnel and other employees.

- Term of appointment of Directors:

a) Managing Director/ Whole - time Director/Manager: The Company shall appoint or re-appoint any person as its Managing Director, Whole-time Director or Manager for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Directors:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board''s Report. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director, it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.

- Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under including any amendments made thereon and any other applicable acts, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, Rules and Regulations.

- Retirement:

- Remuneration of Non-Executive Directors:

- Remuneration of Managing Director, CEO and Executive Director:

i. The remuneration/commission to the Managing Director, CEO and Executive Director will be determined by the Committee and recommended to the Board for approval.

iv. The remuneration shall be subject to the approval of the Members of the Company in General Meeting, as applicable.

vi. In determining the remuneration (including the fixed increment and performance bonus/commission) the Nomination & Remuneration Committee shall consider the following:

a. The relationship of remuneration and performance benchmarks is clear;

b. Balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

c. Responsibility required to be shouldered by the Managing Director, CEO and Executive Director and the industry benchmarks and the current trends;

vii. The Company''s performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.

- Remuneration of Key Managerial Personnel and other employees:

i. In determining the remuneration of the KMPs and other employees, the Nomination & Remuneration Committee shall consider the following:

a. The relationship of remuneration and performance benchmark is clear;

b. Balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

c. The remuneration is divided into two components viz. fixed component of salaries, perquisites and retirement benefits and variable component of performance based incentive;

d. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs / KPIs, industry benchmark and current compensation trends in the market;

ii. The Managing Director & CEO will carry out the individual performance review of the KMPs, based on the standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned hereinabove and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.

iii. Such performance reviews will be carried out by the KMPs for other employees and discussed with the Managing Director & CEO to decide on the annual increments and performance incentives.

II. Audit Committee:

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1	Mr. M. N. Bhagwat	Chairman
2	Mr. Sanjay Jha	Member
3	Mr. V. K. Verma	Member
4	Dr. Vijay N. Gupchup	Member

Terms of Reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

3. Approval of payment to Statutory Auditors for any other services rendered by them;

4. Reviewing with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor''s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;