WSFx Global Pay Ltd

WSFx Global Pay Limited — Trading window closed from October 1, 2026 till 48 hours after the declaration of results for the quarter and half year ending September 30, 2026

Management changes at WSFX Global Pay Limited

• Appointment of Ms P Y Dhuru as NEDI.
• Effective: Aug 13, 2026 to Aug 12, 2031; not liable to retire.
• Reason: approved by Nomination & Remuneration Committee and Board.
• Profile: CA; Proprietor of P Y Dhuru & Co.; 30+ years in audits.
• Relationship: Not disclosed.
• Impact: No board/committee changes stated.
• Change: Re-appointment of Mr S Narasimhan as Whole-Time Director & CEO.
• Effective: Dec 22, 2026 to Dec 21, 2029.
• Reason: expiry of current tenure; re-appointment.
• Profile: 30+ years in FX and fintech; ex-CEO/ED Essel Finance VKC Forex; joined 2017.
• Relationship: Not applicable.
• Impact: No stated board/committee changes.
• Change: Alteration of Main Object Clause of MOA.
• Impact: Not specified.

AGM Details

• AGM held on 23 September 2026 via VC/OAVM.
• Record date for eligibility: 16 September 2026.
• Results announced on 24 September 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements and reports.
• Resolution 2 (Ordinary): Declaration of final dividend of Rs 1.50 per equity share.
• Resolution 3 (Ordinary): Re-appointment of Mr. Ramesh Venkataraman by rotation.
• Resolution 4 (Special): Payment of remuneration to Mr. Ramesh Venkataraman, Non-Executive Director.
• Resolution 5 (Special): Re-appointment of Mr. Srikrishna Narasimhan as Executive Director and CEO.
• Resolution 6 (Special): Appointment of Ms. Padmini Yash Dhuru as Independent Director.
• Resolution 7 (Special): Alteration of Main Object Clause.

Voting Results

• Resolution 1 passed with ~99.95% in favour.
• Resolution 2 passed with ~99.95% in favour.
• Resolution 3 passed with ~99.91% in favour.
• Resolution 4 passed with ~98.04% in favour.
• Resolution 5 passed with ~99.95% in favour.
• Resolution 6 passed with ~99.95% in favour.
• Resolution 7 passed with ~99.95% in favour.

Dividend

• Final dividend of Rs 1.50 per equity share approved.

Director Changes

• Ramesh Venkataraman re-appointed by rotation as Director.
• Srikrishna Narasimhan appointed Executive Director and CEO.
• Padmini Yash Dhuru appointed Non-Executive Independent Director.

Other Material Approvals

• Alteration of Main Object Clause approved (Special).

AGM Details

• AGM held on 23 September 2026 at 3:00 PM via VC/OAVM.
• Concluded at 4:45 PM.

Resolutions

• Ordinary: Adoption of Audited Financial Statements for the year ended 31 March 2026.
• Ordinary: Re-appointment of Ramesh Venkataraman by rotation.
• Special: Payment of remuneration to Ramesh Venkataraman, Non-Executive Non-Independent Director.
• Special: Re-appointment of Srikrishna Narasimhan as Whole-Time Director and CEO.
• Special: Appointment of Padmini Yash Dhuru as Non-Executive Independent Director for five years.
• Special: Alteration of the Main Object Clause of the MOA.

Dividend

• Final dividend of Rs 1.50 per equity share (15%).

Auditors & Scrutinizer

• Statutory Auditor remained M/s S.R. Batliboi; no tenure details disclosed.
• Scrutinizer appointed: Dharmesh Zaveri.

Related Party Transactions

• No material related party transactions disclosed.

Other material approvals

• Alteration of Main Object Clause approved.

Voting status

• Consolidated voting results to be published separately on company/NSDL websites.

Partnership with Mastercard Move

• Partnership with Mastercard Move to enhance cross-border payments platform.
• Announced at Global Fintech Fest 2026 in Mumbai.
• Combines GlobalPay's FX, regulatory and digital capabilities in India with Mastercard Move's global money movement.
• Intends to progressively integrate Mastercard Move capabilities with the digital, API-led payments ecosystem.
• Targets cross-border payments across supported destinations and payout endpoints.
• Aims to serve student/education payments, personal remittances, and later business trade payments.
• Implementation subject to applicable regulatory requirements and approvals.
• Part of company's strategy to expand cross-border payments platform with focus on reach, speed, transparency.

Dividend details

• Final dividend Rs 1.50 per share for FY2025-26, subject to shareholder approval.
• Record date: 16 September 2026; payment within 30 days after AGM approval.
• Board recommended on May 19, 2026; payment to be electronic.

Resident TDS framework

• Resident individuals: TDS at 10% on dividend.
• Exemption if TY 2026-27 total dividends ≤ ₹10,000 and Form 121 filed.
• PAN-Aadhaar linkage required; non-linkage may trigger 20% TDS.

Non-resident tax and declarations

• Non-residents: TDS 20% or DTAA rate if beneficial.
• To claim DTAA: provide PAN, TRC, Form 41 (Annexure-4), and Annexure-5.
• Declarations deadline: 16 Sept 2026, 11:59 PM IST.

Key details

• AGM date: 23 September 2026, 03:00 PM IST via VC/OAVM.
• Record Date: 16 September 2026 for dividend entitlement.
• Dividend: Rs 1.50 per equity share, subject to AGM approval.
• Security: equity shares.
• Dividend payment within 30 days from AGM, subject to TDS.

Financial highlights

• Revenue from operations: ₹10,794.33 lakh, up 25% YoY.
• Total income: ₹11,196.51 lakh, up 26% YoY.
• PAT: ₹613.92 lakh, up 77% YoY.
• Basic EPS: ₹4.91; Diluted EPS: ₹4.83.
• Gross Turnover: ₹6,381.62 crore, up 12%.
• Final dividend: ₹1.50 per share; 15% payout; subject to AGM.

Growth & operations

• Student Payments grew about 12% in FY25-26; market share strengthened.
• Corporate relationships exceed 900; Smart Corporate platform supported growth.
• Over 70% of gross turnover originated digitally; API-led expansion.
• Card portfolio expanded to GlobalPay Card, Xplorer Metal, Smart Switch, Uni-Z.
• Leisure, D2C and retail remittance offerings broaden cross-border payments.

Dividends & capital

• Final dividend ₹1.50 per equity share; subject to AGM approval.
• Paid-up capital ₹1,257.48 lakh; ESOPs exercised during year.
• Dividend policy adopted under Regulation 43A.
• No transfer to General Reserve for FY25-26.

Licensing & governance

• RBI AD-II licence renewed perpetually with expanded scope.
• IFSC PSP framework under IFSCA to be pursued.
• Branch network: 21 as of 31 Mar 2026; expanded to 25 post-year-end.
• ISO 27001:2022 and PCI DSS 4.0.1 certifications.
• Regulatory risk management strengthened; governance alignment ongoing.

Audit & internal controls

• Statutory auditors: S.R. Batliboi & Co. LLP; unqualified opinion.
• Secretarial auditor: D.M. Zaveri & Co.; MR-3 with no qualification.
• Internal auditor: SAAM & Associates LLP for FY2026-27.
• Independent Directors held separate meeting; governance evaluated.
• Whistle-blower policy in place; no unresolved complaints.

CSR & sustainability

• CSR spend ₹7.75 lakh; Ankuran Foundation for Madurai science centre.
• Avg net profit ₹387.61 lakh; CSR disclosures on company website.

Outlook & risks

• Outlook: growth in Student Payments, Cards, Leisure and Retail Remittances.
• Post-year-end tokenisation plan with Google Pay and Samsung Pay; geopolitical risks acknowledged.