W S Industries (India) Ltd Directors Report

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

The Bord of Directors hereby present the Sixty-Second Annual Report and the Audited Financial Statements (in the Ind AS format) of W.S. Industries (India) Limited (the Company) for the Financial Year ended March 31,2025.

1. Working Results: (Rs In Crores)

Particulars	Current Financial Year (2024-25)	Previous Financial Year (2023-24)
Revenue from Operations	239.04	326.38
Other Income	1.87	2.32
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	15.97	44.76
Less: Depreciation/ Amortisation/ Impairment	2.02	0.73
Profit /loss before Finance Costs, Exceptional items and Tax Expense	13.95	44.03
Less: Finance Costs	6.82	5.94
Profit /loss before Exceptional items and Tax Expense	7.13	38.09
Add/(less): Exceptional items	-	(114.64)
Profit /loss before Tax Expense	7.13	152.73
Less: Tax Expense (Current & Deferred)	22.40	(10.61)
Profit /loss for the year (1)	(15.27)	163.34
Total Comprehensive Income/loss (2)	0.07	(0.05)
Total (1+2)	(15.20)	163.29
Balance of profit /loss for earlier years	(359.78)	(543.32)
Add: Transfer of Debenture Redemption Reserve	-	20.25
Balance carried forward	(374.98)	(359.78)

2. Dividend

Due to accumulation of carry forward losses, the Board of Directors has not recommended any Dividend on the Equity Shares as well as the Contracted dividend on the preference share capital for the year under review.

At present, the Company has not adopted a formal Dividend Distribution Policy as the same is not applicable under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Nevertheless, the Board evaluates various financial and operational parameters, including profitability, future capital commitments, available distributable reserves, and overall financial position before considering any dividend recommendation.

3. Review of the operations of the year under review:

a. The operation for the year under review was profitable despite the reduction in turnover. Due to specific changes made by the Customer, the main contractor had to incorporate such changes which resulted in delays leading to reduction in Turnover. Reduction in turnover combined with increased expenses on account of interest and depreciation resulted in lower profitability. Also, the capital gains exemption availed

during last year had to be withdrawn on account of the wholly owned subsidiary becoming subsidiary with the induction of an Investor during the year under review. Consequently, your Company had to recognise the income tax on the capital gains during the current year which resulted in loss after tax for the year under review.

b) Finance

Excepting the credit facilities availed by the Company during the year amounting to Rs 25 Cr (Cash Credit Rs 15 Cr and Bank Guarantee Limit Rs 10 Cr), your Company has not availed any other limits. The working capital fund-based limits at the yearend was Rs 11.43 Cr as outstanding.

c) Reserves

No transfer to reserve is provided for, during the period under review.

4. Outlook

• Your Company will continue to do the Infra Business for the current year. However, your Company will also start the Business of development of Warehouses, Data Centre, Industrial Housing and IT/ITES facility in the 300 acres (as on the date of this report) of Land at Santhavellore near Kanchipuram.

• The Joint Venture entered into by the Subsidiary Company Falcon with Prestige Group, Bangalore is in progress and waiting for certain regulatory approvals.

5. Depository System

As on 31st March 2025, 3,68,250 equity shares were held in physical form, out of which 1,95,065 shares were dematerialised during the year, representing 0.30% of the total share capital of the Company.

6. Changes in the Capital Structure of the Company during the year

The paid-up Equity Share Capital of the Company as on 31st March, 2025 was Rs 63,38,36,290/- divided into 6,33,83,629 equity shares of face value of Rs 10/- each. The paid-up Preference Share Capital of the Company as on 31st March, 2025 was Rs 12,75,00,000/- divided into 12,75,000 Preference shares of face value of Rs 100/- each.

During the financial year ended March 31, 2025, and up to the date of this report, the following significant changes in the Companys capital structure and commitments for future capital activities have occurred:

A. Increase in Authorised Share Capital

On April 4, 2024, the Board of Directors approved an increase in the Authorized Share Capital of the Company, which was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on May 2, 2024, increasing the capital from Rs 80 crore to Rs 100 crore by raising the number of Equity shares of face value Rs 10 each from 6.5 crore to 8.5 crore, while the Cumulative Redeemable Preference Shares remained unchanged at 15 lakh of face value Rs 100 each (Rs 15 crore), and Clause V of the Memorandum of Association was amended accordingly.

Further On June 27, 2025, the Board of Directors approved an increase in the Authorized Share Capital of the Company, which was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on July 25, 2025, increasing the capital from Rs 100 crore to Rs 125 crore by raising the number of Equity shares of face value Rs 10 each from 8.50 crore to 11.00 crore, while the Cumulative Redeemable Preference Shares remained unchanged at 15 lakh of face value Rs 100 each (Rs 15 crore), and Clause V of the Memorandum of Association was amended accordingly.

B. Issuance of Equity Shares and Convertible Warrants on Preferential Basis

The Board on April 4, 2024, and the shareholders on May 2, 2024, approved the issuance of equity shares and convertible warrants on a preferential basis for cash consideration, with pricing based on a valuation report by an independent Registered Valuer, in compliance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

o Preferential Issue of Equity Shares to certain identified Non-Promoter Persons / Entities:

• The Company was authorized to offer and allot up to 36,62,846 Equity Shares, at a price of *149.50 per Equity Share (including a premium of *139.50 per share), aggregating to *54,75,95,477/-.

• After scrutiny, in-principle approval was issued by Stock Exchange(s), for 36,12,680 Equity Shares, aggregating to *54,00,95,660/-.

• Further, on September 5, 2024, the Company issued 25,33,798 Equity Shares, aggregating to *37,88,02,801/-.

• Method of Allotment: Preferential Basis to certain identified Non-Promoter persons/entities. No shares were allotted to the Promoter and Promoter Group under this specific issue.

• Object of the Issue: The proceeds were primarily intended for investments in real estate for warehousing, logistics & industrial park projects, light engineering, electronic factories, and new acquisitions (*45.00 Crores), deployment towards working capital (*6.00 Crores), and General Corporate Purposes (*3.76 Crores), if the fully subscribed and allotted, otherwise in-proportion to the receipt of the issue, with utilization tentatively planned by April 30, 2025.

• Pending utilization of the proceeds from the Preferential Issue, the Company shall be entitled to invest such proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks or any other investment as permitted under applicable laws, if required.

• The Equity Shares issued rank pari passu with existing Equity Shares in all respects from the date of allotment and are subject to lock-in periods as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

o Preferential Issue of Convertible Warrants to Promoter group and certain identified Non Promoter

Persons / Entities:

• The Company was authorized to issue 27,15,722 Convertible Warrants on a preferential basis. Each warrant is convertible into one fully paid-up Equity Share at a price of *149.50 per warrant (including a premium of *139.50 per warrant), aggregating to *40,60,00,439/- if the full authorized amount were issued.

• After scrutiny, in-principle approval was issued by Stock Exchange(s), for 27,15,722 Convertible Warrants, aggregating to *40,60,00,439/-.

• Further, on September 5, 2024, the Company issued 24,34,786 Convertible Warrants, aggregating to *36,40,00,507/-. Of the warrants issued 5,68,564 warrants were to the Promoter and Promoter Group and 18,66,222 warrants were to certain identified Non-Promoter Persons/Entities.

• Method of Allotment: Preferential Basis to the Promoter Group and certain identified Non-Promoter Persons/Entities.

• Terms of Conversion: 25% of the warrant issue price was paid on or before allotment, with the balance 75% payable at the time of exercise within 18 months from the allotment date.

• Object of the Issue: The Proceeds were designated for investments in real estate for warehousing, logistics & industrial park projects, light engineering, electronic factories, and new acquisitions (*30.00 Crores), deployment towards working capital (*4.00 Crores), and General Corporate Purposes (*6.60 Crores), if the fully subscribed and allotted, otherwise in-proportion to the receipt of the issue, with utilization tentatively planned by October 31,2025.

• Pending utilization of the proceeds from the Preferential Issue, the Company shall be entitled to invest such proceeds in money market instruments including money market mutual funds, deposits in scheduled commercial banks or any other investment as permitted under applicable laws, if required.

• The Equity Shares arising from the conversion of these warrants will rank pari-passu with existing Equity Shares and will be subject to applicable lock-in periods, as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

C. Conversion of Warrants to Equity Shares

• During the year, the Company converted outstanding warrants from the earlier preferential allotments made on December 26, 2022, and January 5, 2023, into fully paid-up equity shares:

o 2,552,000 warrants were converted into fully paid equity shares on May 21,2024.

o 7,969,584 warrants were converted into fully paid equity shares on June 20, 2024.

o Aggregating 1,05,21,584 warrants were converted into fully paid equity shares, during the year.

o These newly issued equity shares rank pari passu with existing Equity Shares.

• After 31 st March, 2025 but before the date of this report, the Company converted outstanding warrants from the preferential allotments, which was initially allotted on September 05, 2024, into fully paid-up equity shares:

o 5,35,120 warrants were converted into fully paid equity shares on July 17, 2025. As on the date this report, the Company has made the necessary applications for listing approvals from the BSE Limited and the National Stock Exchange of India Limited which are currently awaited.

o These newly issued equity shares rank pari passu with existing Equity Shares.

D. Convertible Share Warrants Outstanding

• As on the date of report, Out of the Convertible Share Warrants issued on September 5, 2024, 18,99,666 warrants, remained outstanding and pending conversion.

E. Significant Events Occurring After the Balance Sheet Date: Preferential Issue of Equity Shares and Convertible Warrants

Subsequent to the close of the financial year on March 31, 2025, and prior to the date of this Report, the Company undertook a capital raising initiative through the preferential issue of equity shares and convertible warrants for cash consideration.

The Board of Directors, at its meeting held on June 27, 2025, and the shareholders, by way of special resolution(s) passed at the Extra-Ordinary General Meeting held on July 25, 2025, approved the issue and allotment of equity shares and convertible warrants to select investors (including foreign portfolio investors and members of the promoter group) on a preferential basis. The issue price was determined based on a valuation report obtained from an independent Registered Valuer and is in compliance with the provisions of the Companies Act, 2013, and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Under the approved preferential issue, the Company is authorised to offer and allot:

• Up to 1,65,00,000 Equity Shares; and

• Up to 2,75,00,000 Convertible Warrants, each convertible into one equity share.

The issue price for both equity shares and warrants has been fixed at Rs 100.00 per security (comprising a face value of Rs 10.00 and a premium of Rs 90.00), aggregating to a total consideration of Rs 450.00 crore.

As on the date of this Report, the Company has made the necessary applications for in-principle approvals from the BSE Limited and the National Stock Exchange of India Limited (NSE), which are currently awaited, and as directed by NSE the Company revised the disclosures vide regulations 30 of the SEBI (LODR) Regulations, 2015 on 7th August, 2025 and 23rd August, 2025.

F. Preference Share Capital

The paid-up preference share capital stood unchanged at Rs 12,75,00,000/- as on March 31, 2025, comprising 12,75,000 preference shares of Rs 100/- each.

Background of Preference Shares:

• The Company had, in earlier years, issued a total of 12,75,000 cumulative redeemable preference shares of Rs 100 each, which became due for redemption between 2013 and 2016. Dividend on these shares has not been paid since FY 2011-12, and the cumulative unpaid amount of Rs 15.97 crore is disclosed as a contingent liability in the financial statements.

• Owing to financial constraints, the Company was unable to redeem these shares on their respective due dates.

• All 12,75,000 preference shares are currently held by two entities belonging to the erstwhile promoter group. Rollover of Redemption and with the consent of the preference shareholders:

• Pursuant to the Board resolution dated August 14, 2024 and with the consent of the preference shareholders:

o The redemption of 3,50,000 preference shares (originally due on August 31,2024) and 9,25,000 preference shares (originally due on September 30, 2024) were extended to August 31, 2025 and September 30, 2025, respectively.

• Subsequently, based on the Board resolution dated August 07, 2025, and with the consent of the preference shareholders:

o The redemption of 3,50,000 preference shares (originally due on August 31,2025) and 9,25,000 preference shares (originally due on September 30, 2025) were extended to March 31,2027 and September 24, 2026, respectively.

The rollover was undertaken as part of the Companys capital restructuring plan and to support its turnaround initiatives. The extension allows the Company to prioritise the allocation of internal resources toward operational and strategic recovery measures.

Dividend Status:

• Dividend on these preference shares has not been paid since FY 2011-12 due to accumulated losses and earlier severe financial stress in the company.

• As of March 31,2025, the cumulative unpaid dividend amounts to Rs 15.97 crore.

• In accordance with Ind AS, the said amount has been disclosed under Contingent Liabilities in Note 36 to the financial statements.

G. Disclosure of Proceeds Utilization

In compliance with Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the utilization of proceeds raised during the financial year ended March 31,2025, as under:

(Rs in crores)

Quarter	Object of Utilisation	Original Allocation	Funds Utilized #
Q1 (Apr-Jun 2024)	For business activities, financing the future growth opportunities including acquisitions, general corporate purposes, etc.	34.06	10.80
Q2 (Jul-Sep 2024)	For business activities, financing the future growth opportunities including acquisitions, general corporate purposes, etc.	23.91	22.86
	Investment in real estate for setting up warehousing, logistics & industrial park projects, light engineering, electronic factories, new acquisitions, either by the Company or through its one or more subsidiary(ies)	36.95	0
	Deployment towards working capital	4.93	0
	General Corporate Purposes	5.10	0
Quarter	Object of Utilisation	Original Allocation	Funds Utilized #
Q3 (Oct-Dec 2024)	For business activities, financing the future growth opportunities including acquisitions, general corporate purposes, etc.	23.91	0.4
	Investment in real estate for setting up warehousing, logistics & industrial park projects, light engineering, electronic factories, new acquisitions, either by the Company or through its one or more subsidiary(ies).	36.95	0
	Deployment towards working capital	4.93	1.29
	General Corporate Purposes	5.10	5.10
Q4 (Jan-Mar 2025)	Investment in real estate for setting up warehousing, logistics & industrial park projects, light engineering, electronic factories, new acquisitions, either by theCompany or through its one or more subsidiary(ies)	36.95	20.25
	Deployment towards working capital	4.92	4.92
	General Corporate Purposes	5.10	5.10

# The unutilized balance at end of each quarter was gradually used in the following quarters, and the partly used amounts were fully utilized later. Hence, the entire funds have been used for the intended purposes.

7. Management Discussion and Analysis Report

The Report on Managements Discussion and Analysis, as required under clause 2(e) of Regulation 34 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 covering industry structure and development, Opportunities and threats, outlook, discussion on financial performance etc. is contained in Management Discussions and Analysis Report that forms an integral part of this report and annexed as Annexure - 1.

8. Corporate Governance

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report, forms an integral part of this Annual Report and annexed as Annexure - 2. The Company remains committed to upholding the highest standards of governance, ensuring transparency, accountability, and fairness in all its dealings.

9. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 2024-25, as filed with the Registrar of Companies, is available on the website of the Company at the following link, incompliance with requirements of section 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014: https://wsindustries.in/storage/app/media/Extract%20of%20Annual%20Return_2025. pdf

10. Particulars of loans, guarantees or investments

Pursuant to Section 134(3)(g) of the Companies Act, 2013, read with Section 186 thereof, the Company states as under:

During the year, the Company has not given any loan, guarantee, or provided any security under Section 186 of the Companies Act, 2013, except as stated below.

• The Company, pursuant to the provisions of Sections 186 and 188 of the Companies Act, 2013, approved the grant of an interest-free advance not exceeding Rs 100 Crores to its wholly owned subsidiary, M/s. WSI-P&C Verticals Private Limited, in one or more tranches, for the purpose of acquiring land adjoining the existing project site and to facilitate the development of an integrated township comprising logistics and industrial infrastructure. As the Company is engaged in the business of infrastructure development, the provisions of Section 186(7) relating to interest on loans are not applicable.

In line with the above, the Company entered into a Memorandum of Understanding with its wholly owned subsidiary and advanced Rs 20.25 Crores accordingly.

• The Members of the Company, at their meeting held on 02nd May, 2024, accorded their approval under Section 186 of the Companies Act, 2013, authorising the Board to acquire, by way of subscription, purchase, or otherwise, the securities of any body corporate (whether existing or to be incorporated, including Limited Liability Partnerships), including any wholly owned subsidiary(ies), other subsidiary company(ies), joint venture(s), etc., in excess of the limits prescribed under Section 186, up to an aggregate amount not exceeding Rs 300 Crores (Rupees Three Hundred Crores only). This approval was granted notwithstanding that the aggregate of loans and investments so far made, and the amount of guarantees or securities so far provided or proposed to be made or given, may exceed 60% of the Companys paid-up share capital, free reserves, and securities premium account, or 100% of its free reserves and securities premium account, whichever is higher.

However, no transaction pursuant to the above approval was undertaken during the financial year under review.

The above particulars have been appropriately disclosed in the Notes to the Financial Statements. Wherever applicable, the purpose of such loans, advances, or approvals has also been duly explained. Save as stated above, there were no other loans, guarantees or investments made under Section 186 during the year under review.

11. Material changes and commitment affecting financial position between the Financial Year ended 31st March 2025 and the date of this Report.

There has been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this report.

Details of revision of financial statements or the report.

The Company affirms that it has not revised its financial statements or the Boards Report under Section 131 of the Companies Act, 2013, during the last three financial years.

12. Disclosure Requirements under Section 134(3) of the companies Act 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Boards Report is required to include certain additional disclosures as compared to the earlier legislation. Most of these disclosures have been appropriately incorporated in the Corporate Governance Report, which forms an integral part of this Report.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Report on particulars as required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is provided below:

(A) Conservation of Energy

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy are as under:

i. Steps taken or impact on conservation of energy

The operations of the Company are primarily in the infrastructure development sector, which are not energy-intensive in nature. Nevertheless, the Company continues to adopt energy-efficient practices at its project sites and offices. Steps such as regular maintenance of equipment to ensure efficiency, use of LED lighting, and sensitisation of staff on energy-conscious behaviour have contributed to energy conservation.

ii. Steps taken by the Company for utilising alternate sources of energy

Considering the nature of the Companys business activities, no alternate sources of energy were utilised during the year under review. However, the Company continues to explore opportunities for adopting sustainable practices in its projects on a need basis.

iii. Capital investment on energy conservation equipment

In view of the business model of the Company and absence of manufacturing facilities, no capital investment was made in energy conservation equipment during the year.

(B) Technology Absorption

i. Efforts made towards technology absorption

The operations of the Company are primarily in the infrastructure development sector, and no specific activities relating to technology absorption were undertaken during the year.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution

In view of the nature of the Companys business and absence of manufacturing operations, there were no benefits in terms of product improvement, cost reduction, product development, or import substitution during the year.

iii. Imported Technology

(a) Details of technology imported - Not applicable

(b) Year of import - Not applicable

(c) Whether the technology has been fully absorbed - Not applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not applicable

iv. Expenditure incurred on Research and Development

The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and outgo

Foreign Exchange Inward - NIL Foreign Exchange Outward - NIL

14. Corporate Social Responsibility (CSR)

The Company constituted a Corporate Social Responsibility (CSR) Committee on February 12, 2025, comprising Mr. K.V. Prakash, Chairman & Whole-Time Director (Chairman of the Committee), Mr. S. Anandavadivel, Joint Managing Director, and Ms. J. Sridharan, Non-Executive Independent Director, which met on March 6, 2025, to recommend the CSR Policy and determine the CSR obligation for 2024-25. However, since the CSR obligation of the Company did not exceed Rs 50 lakh, in line with Section 135(9) of the Companies Act, 2013, the constitution of a CSR Committee was not mandatory, and accordingly, the Committee was dissolved with effect from May 27, 2025, with CSR responsibilities henceforth discharged directly by the Board of Directors.

15. Particulars of employees and other disclosures

The disclosures prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the Annexure - 5, and form part of this Annual Report.

The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2024-25: The Company does not have any employee:

o who has received remuneration during the financial year, which in aggregate exceeds 1.02 Cr.

o who was employed for the part of the year and was in receipt of remuneration for any part of that year exceeding 8.50 Lakhs per month.

o who received remuneration in excess of that drawn by the Managing Director or Whole-time Director or Manager and held by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company

It is hereby affirmed that the remuneration to the employees is as per the remuneration policy of the Company.

16. Cash Flow Statement

Pursuant to Regulation 53 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement forms an integral part of the Balance Sheet.

17. Industrial Relations

The Company continued to maintain cordial and harmonious relations between the Management and employees throughout the year under review.

18. Directors Responsibility Statement

Pursuant to the requirement of sub-section 3(c) and 5 of Section 134 of the Companies Act, 2013, it is hereby confirmed that

a) in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for the year;

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

d) the Directors had prepared the accounts for the financial year ended 31st March, 2025 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.

19. Management

a. Directors and Key Managerial Personnel

The Board of Directors of the Company comprises a balanced mix of Executive, Non-Executive, and Independent Directors.

• Re-appointments, at the Extra-Ordinary General Meeting held on 2 nd May, 2024:

o Mr. Chinniampalayam Kulandaisamy Venkatachalam was re-appointed as Managing Director for a period of three years with effect from July 22, 2024, to July 21,2027.

o Mr. Anandavadivel Sathiyamoorthy was re-appointed as Joint Managing Director for a period of three years with effect from July 22, 2024, to July 21,2027.

o Mr. Kalavar Vittal Rao Prakash was re-appointed as Whole Time Director for a period of three years with effect from July 22, 2024, to July 21,2027.

o Ms. Revathi Raghunathan was re-appointed as a Non-Executive Independent Director for a second term for five years with effect from July 22, 2024, to July 21,2029.

• Continuation of Independent Director, at the Annual General Meeting held on 25th September, 2024:

o Ms. Suguna Raghavan, was approved to continue as a Non-Executive Independent Director, upon attaining the age of 75 years, during her tenure, till the expiry of her current tenure i.e., 13.02.2027, on the same terms and conditions for re-appointment as approved by the members of the Company at their 58th Annual General Meeting of the Company held 30.09.2021.

• Directors retiring by rotation at the ensuing annual general meeting:

o Mr. Mr. Kalavar Vittal Rao Prakash, Whole-time Director (DIN: 01085040) of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and is recommended for approval of the Shareholders.

• Changes in Key Managerial Personnel:

o Mr. B. Swaminathan resigned from the position of Chief Financial Officer and Company Secretary cum Compliance Officer (Key Managerial Personnel) with effect from the close of business hours on 31st August 2024, and the Board placed on record its appreciation for his significant contributions during his tenure.

o Mr. N. Sathish Kumar was appointed as the Chief Financial Officer of the Company with effect from 1st September 2024 and was also designated as the Deputy Nodal Officer for IEPF, but subsequently resigned due to health reasons, effective 13th December 2024.

o Mr. Krishnamurthy Murali was appointed as the Company Secretary and Compliance Officer of the Company with effect from 1st September 2024 and was also designated as the Deputy Nodal Officer for IEPF, and resigned from the said positions effective 16th March 2025.

o Mr. T.R. Sivaraman was appointed as the Chief Financial Officer of the Company with effect from 14th December 2024 and was also designated as the Deputy Nodal Officer for IEPF.

o Mr. V. Balamurugan was appointed as the Company Secretary and Compliance Officer of the Company with effect from 17th March 2025 and also designated as the Nodal Officer for IEPF.

b. Independent Directors

o Continuation of Ms. Suguna Raghavan, as a Non-Executive Independent Director of the company, after attaining the age of 75 years, during her current tenure ending on 13th February 2027, was recommended by the Board, after considering the valuable expertise and insights and approved by Shareholders at their Annual General Meeting held on 25th September 2024.

o Re-appointment of Ms. Revathi Raghunathan as a Non-Executive Independent Director for a second term of five years from 22nd July 2024 to 21st July 2029, was recommended by the Nomination and Remuneration Committee and approved by the shareholders at their meeting held on 2nd May 2025, after considering her rich experience.

c. Board and Committees

The Composition of the Board and its Committees and particulars of its meetings are disclosed under the report

on Corporate Governance along with a Certificate of Compliance forms part of this Report vide Annexure - 2.

Audit Committee Recommendations

During the year, the Board had accepted all the recommendations made by the Audit Committee.

d. Remuneration / Commission received by Director from holding or subsidiary company(ies)

The Managing Director / Whole-time Director / any other Director of the Company has not received any commission from the Company, and has not received any remuneration or commission from its wholly owned subsidiary or any other subsidiary company during the financial year under review.

20. Adequacy of Internal Financial Controls

Your Company has established adequate internal financial control systems that undergo periodic reviews. These controls are supported by system, internal audits, and management reviews, all guided by documented policies and procedures. To ensure the system operates effectively, the Internal Auditors conduct regular reviews, and their findings are discussed with the Audit Committee and the Auditors. Additionally, the Companys Auditors have provided certificates regarding these controls, which are included with their reports.

21. Reporting of Fraud

During the year under review neither the statutory auditors nor the secretarial auditors has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013.

22. Subsidiaries

As at the beginning of the year, your Company had two subsidiaries:

1. M/s. WSI Falcon Infra Projects Private Limited (formerly known as WS Insulators Private Limited), incorporated on 14th November 2019.

2. M/s. WSI-P&C Verticals Private Limited, incorporated on 30th December 2023, which is a wholly-owned subsidiary.

During the year under review:

a) M/s. WSI Falcon Infra Projects Private Limited:

• This entity, previously a wholly-owned subsidiary, became a subsidiary with 51% ownership of the Company, effective 30th December 2024. The change occurred pursuant to Securities Subscription Agreement with M/s. Prestige Exora Business Parks Limited and shareholder approval at an EGM held on 2nd May 2024, by which 49% of equity allotted. Consequently, new directors were appointed to its Board.

• As at the year-end, WSI Falcon Infra Projects Private Limited reported an issued capital of Rs 0.20 Crores (previous year: Rs 0.10 Crores) following the induction of the new investor. The reserves and surplus stood at Rs 75.95 Crores (previous year: Rs 82.02 Crores), total assets amounted to Rs 165.98 Crores (previous year: Rs 153.01 Crores), and total liabilities were Rs 89.83 Crores (previous year: Rs 70.89 Crores).

• The subsidiary did not generate any turnover during the year (previous year: Nil). The loss before and after tax for the year was Rs 6.84 Crores (previous year: Rs 0.25 Crores). No provision for taxation was made, and no dividend was declared for the current or previous year.

b) M/s. WSI-P&C Verticals Private Limited:

• This entity, incorporated on 30th December 2023, continued as a wholly-owned subsidiary during the year.

• As at the year-end, it reported a share capital of Rs 0.10 Crores (same as previous year). The reserves and surplus stood at Rs (0.37) Crores (previous year: Rs (0.01) Crores), total assets were Rs 20.06 Crores (previous year: Rs 0.10 Crores), and total liabilities amounted to Rs 20.33 Crores (previous year: Rs 0.01 Crores).

• The subsidiary did not generate any turnover during the year (previous year: Nil). The loss before and after tax for the year was Rs 0.37 Crores (previous year: Rs 0.01 Crores). No provision for taxation was made, and no dividend was declared for the current or previous year.

Board Review and Consolidation:

During the year, your Board of Directors reviewed the financial statements of WSI Falcon Infra Projects Private Limited and WSI-P&C Verticals Private Limited. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated Financial Statements for the financial year ended 31st March 2025, which form part of this Annual Report.

Further, the statement containing the salient features of the financials of the subsidiaries in Form AOC-1 is attached as Annexure - 3 and forms part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited standalone and consolidated financial statements are available on our website: https://wsindustries.in/announcements/62nd-agm-2025#main

23. Details of Significant and Material Orders

During the year under review, no significant and material orders were passed by any Regulator, Court, Tribunal, Statutory or Quasi-judicial authority which would impact the going concern status of the Company or its future operations.

Further, in accordance with generally accepted accounting principles, the Company has appropriately disclosed the impact of pending litigations, wherever applicable, in its financial statements.

24. Auditors Statutory Auditors

M/s. Brahmayya & Co, Chartered Accountants, Chennai, (Firm Registration No. 000511S), were appointed as Statutory Auditors of the Company for a period of five years from the Conclusion of 59th Annual General Meeting till the conclusion of 64th Annual General Meeting. After disclosure of Q1 Financial Results, statutory auditors submitted the resignation due to pre occupation with other professional engagement. Further the statutory auditors have confirmed that there are no other reasons for their resignation.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. P Chandrasekar LLP, Chartered Accountants (Firm Registration No. 000580S/S200066), as Statutory Auditors of the Company for an interim period from August 23, 2025 until the conclusion of this Annual General Meeting.

Further, based on the recommendation of the Audit Committee and the Board of Directors, it is proposed to appoint M/s. P. Chandrasekar LLP, Chartered Accountants (Firm Registration No. 000580S/S200066), as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 62nd Annual General Meeting until the conclusion of the 67th Annual General Meeting, subject to the approval of the shareholders at this Annual General Meeting.

Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s. Vivekanandan Associates, Chartered Accountants (FRN: 005268S), were appointed as the Internal Auditors of the Company for the financial year 2024-25. The firm has rendered professional and satisfactory services, contributing effectively to the enhancement of the Companys internal control systems and risk management framework.

As part of good governance practices and to introduce a fresh perspective to the internal audit function, the Board, based on the recommendation of the management, has approved the appointment of M/s. R. Subramanian and Company LLP, Chartered Accountants, Chennai, as the Internal Auditors of the Company for the financial year 2025-26. The firm brings with it rich experience in conducting internal audits across diverse sectors and is expected to add value to the Companys internal audit processes.

Secretarial Auditor

Pursuant to Section 204(1) of the Companies Act, 2013 and applicable rules, the Board had appointed M/s. Lakshmmi Subramanian & Associates, as the Secretarial Auditor for the financial year 2024-25. The Secretarial

Audit Report, forming part of this Report as Annexure - 6, does not contain any qualifications or adverse remarks.

In line with the amended Regulation 24A of the SEBI Listing Regulations, the Board has approved the appointment of M/s. Lakshmmi Subramanian & Associates as Secretarial Auditor for a fixed term of five consecutive years (FY 2025-26 to 2029-30), subject to shareholder approval at the ensuing AGM.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and have them audited. Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, has appointed Mr. P. Raju Iyer, Cost Accountant, as the Cost Auditor of the Company for the financial year 2024-25, to carry out the audit of the cost records maintained by the Company.

The remuneration fixed for the Cost Auditor is Rs 75,000/- (Rupees Seventy-Five Thousand only) plus applicable GST and out-of-pocket expenses, which is subject to the ratification of the shareholders at the ensuing General Meeting.

Further, based on the continued eligibility and performance, the Board has proposed to re-appoint Mr. P. Raju Iyer as the Cost Auditor for the financial year 2025-26 on the same terms of remuneration, subject to the approval of the shareholders at the ensuing General Meeting in respect of his remuneration.

25. Management response in the directors report to the Auditors Emphasis of Matter (EoM):

The Statutory Auditors, in their Report on the standalone Ind AS financial statements of the Company for the year ended 31st March 2025, have drawn attention to certain matters by way of Emphasis of Matter without qualifying their opinion. While the Auditors have specifically stated that their opinion is not modified in respect of these matters, the Board of Directors considers it appropriate to provide the following clarifications for the benefit of Members:

1. Write-back of Payables to Overseas Customers/Suppliers

The amounts aggregating to Rs 5.55 Crores, written back in earlier years, pertain to the erstwhile ElectroPorcelain Products Division, which has since been discontinued. The management is in the process of obtaining necessary approvals from the competent authorities. These payables relate to a discontinued business line, and no adverse impact is expected on the continuing operations of the Company.

2. Budgetary Controls for Construction Contracts

The Company has a structured system of preparing and monitoring project cost budgets. As part of its continuous improvement, the management is strengthening its control-based budgetary processes to further enhance monitoring of project outcomes. The estimation methodology followed is consistent with industry practices, and any deviations, if any, will only be ascertainable upon completion of projects. These matters do not affect the integrity of the financial statements.

Overall Clarification

The above matters are procedural and operational in nature and have been appropriately disclosed in the financial statements. They do not impact the Companys financial position, operations, or its ability to continue as a going concern.

26. Compliance with Secretarial Standards

The Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as notified by the Ministry of Corporate Affairs under the Companies Act, 2013.

There was no deviation from the applicable Secretarial Standards during the year under review. The Company has not voluntarily adopted any additional Secretarial Standards beyond those mandated.

27. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial Year

During the year under review, no application was made and no proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, as at the end of the financial year.

28. Status of implementation of Corporate Action

During the year under review, the Company has not failed to complete or implement any corporate action within the prescribed timelines. All applicable corporate actions were executed in compliance with the relevant statutory provisions.

29. Other Disclosures

a) In addition to the Standalone Financial Statements, the Consolidated Financial Statements of the Company and its subsidiaries have been prepared and presented in accordance with the provisions of the Companies Act, 2013 and applicable Indian Accounting Standards (Ind AS).

b) The Company has undertaken various key initiatives during the year to strengthen its stakeholder and customer relationships, and remains committed to promoting a safe, healthy, and sustainable work environment. The Company continues to uphold high standards of environmental responsibility and workplace safety as part of its operational practices.

c) The Annual General Meeting (AGM) for the financial year was convened within the statutory time frame, and there was no delay in holding the meeting.

d) Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015, read with Schedule V, SEBI Circular dated 13th July 2023, and relevant provisions of the Companies Act, 2013, Disclosure on Statutory / Regulatory Penalties as stated below:

During the year under review, the Company addressed two matters falling under statutory/regulatory compliance.

o First, the Company received an intimation from BSE Limited in respect of a Standard Operating Procedure (SOP) fine levied for certain delays and non-compliances under SEBI (LODR) Regulations, 2015, relating to the period 2014-2019. After considering the Companys representation, BSE revised the amount payable, and the Company duly settled the same in April 2024 for a sum of Rs 0.53 lakhs (including GST). The matter has since been closed, with no further liability.

o Second, during the financial year 2024-25, the Company voluntarily chose to make a settlement in respect of ineligible Input Tax Credit (ITC) pertaining to that year. The Company, in order to avoid any potential future disputes, made a payment of Rs 6.61 lakhs on 30th December 2024. This transaction is fully settled, and no continuing exposure exists in relation thereto.

Management Clarification:

Both the above payments were procedural in nature, have been fully settled during the reporting period. They do not give rise to any continuing or contingent liability and have no material impact on the Companys financial position, operations, or ability to continue as a going concern.

The disclosure captures the penalties paid to BSE Limited (SOP Fine) and DGGI - Madurai (GST penalty) during the reporting year, along with management clarification that these are procedural matters, fully settled, and have no impact on the Companys going concern status.

30. Additional Disclosure under Listing Regulations

a. Statement of Deviation or Variation

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms that during the financial year under review, it has not observed any deviation or variation in the utilisation of proceeds raised through preferential issue of Equity and Convertible Warrants.

The funds have been utilised in line with the objects stated in the Explanatory Statement to the notice of the General Meeting approving the said issue, and there is no category-wise variation between the projected and actual utilisation of such proceeds. The details of the utilisation of funds have been provided in the earlier section of this Annual Report under the heading Disclosure of Proceeds Utilization - Change in the Capital Structure of the Company during the year). The Company has also made the necessary quarterly disclosures in this regard to the stock exchange(s), as required under the said Regulation.

b. Listing and Trading Status on Stock Exchanges

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fees there against have been paid up to date.

During the financial year under review, the Companys equity shares were not suspended from trading on either the BSE (Security Code: 504220) or the NSE (Symbol: WSI). There were no instances of trading suspension imposed by any regulatory authority, and as such, no trading disruptions occurred.

During the year under review, the equity shares of the Company were placed under Stage 1/2 of the Enhanced Surveillance Measure (ESM) framework by the stock exchanges, in accordance with the guidelines issued by SEBI and the exchanges. The ESM categorisation is based on parameters such as price variation, market capitalisation, and trading volumes. The inclusion of the Company under ESM is not attributable to any noncompliance or default on the part of the Company. As on the date of this Report, the Company is not in any ESM framework.

31. Green Initiative in Corporate Communications

In support of the Green Initiative launched by the Ministry of Corporate Affairs and to promote sustainable practices, the Company continues to provide the Annual Report and other shareholder communications in both electronic and physical formats. Shareholders are encouraged to opt for electronic communication to receive future notices and documents, thereby contributing to environmental conservation and enabling faster and efficient delivery.

32. Acknowledgements

The Board of Directors expresses its sincere gratitude to the Companys valued customers, vendors, investors, banks, financial institutions, academic partners, regulatory authorities, stock exchanges, and all other stakeholders for their continued support and cooperation.

The Board also places on record its appreciation for the support extended by various government departments, statutory and regulatory bodies, and their agencies.

The Directors further acknowledge and commend the dedicated efforts, commitment, and professionalism demonstrated by the employees across all levels, which have been instrumental in the Companys progress.

		For and on behalf of the Board
	SEYYADURAI NAGARAJAN	C.K. VENKATACHALAM
Place : Chennai	CHAIRMAN	MANAGING DIRECTOR
Date : 23rd August 2025	DIN:07036078	DIN:00125459