Williamson Financial Services Ltd Directors Report

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Oct 23, 2026|04:00:00 PM

Williamson Financial Services Ltd Share Price directors Report

1. FINANCIAL RESULTS (Standalone, IND AS)

Figures in Rs. lakhs (as presented in the report).

Particulars FY 2025-26 FY 2024-25
Revenue from Operations 0.54 0.83
Other Income 1497.23 392.46
Total Income 1487.77 793.56
Total Expenses 1029.58 538.25
Profit / (Loss) before Tax (441.31) (444.86)
Tax Expenses 0.15 (0.12)
Profit / (Loss) for the Year (441.36) (444.74)
Other Comprehensive Income Net of Tax (28.36) (976.52)
Total Comprehensive Income for the Year (470.32) (1423.26)

Note: The above figures are extracted from the Standalone Financial Statements prepared under IND AS for the FY ended 31st March, 2026 and 31st March, 2025.

Narrative figures from the report (as stated in text):

? Revenue from Operations decreased from Rs. 0.93 lakhs (previous year) to Rs. 0.54 lakhs - due to less recovery of interest income.

? Total expenditure increased from Rs. 538.25 lakhs to Rs. 1939.56 lakhs (as stated in text - appears inconsistent with the tables 1029.58; reproduced as written in the document).

? Secured and unsecured borrowings reduced to Rs. 44012.96 lakhs from Rs. 44078.61 lakhs (previous year).

? No interest earned on Inter Corporate Deposits during the year; previous year Rs. 0.49 lakhs.

? Net operating loss reduced from Rs. 444.74 lakhs (previous FY) to Rs. 441.96 lakhs (as stated in text; table shows 441.36) during FY 2025-26.

? Fair Value Changes of investments in Equity Shares: negative Rs. 27.22 lakhs vs. negative Rs. 978.86 lakhs previous year.

? Other Comprehensive Income/Loss: negative Rs. 28.36 vs. negative Rs. (978.52) lakhs previous year.

2. DIVIDEND & RESERVES

? Dividend: No dividend recommended for the year (on account of accumulated loss).

? Transfer to Reserves: No amount transferred to General Reserve for FY ended 31st March 2026 (due to loss).

3. SHARE CAPITAL

? Authorised share capital: not altered/modified during the year.

? No shares issued (including equity shares with differential rights as to dividend, voting or otherwise).

? No sweat equity shares issued to directors or employees.

? No buy-back of shares during the year.

? Issued, subscribed and paid-up Equity Share Capital as on 31st March, 2026: Rs. 8,35,91,360 divided into 83,58,136 shares of Rs. 10 each fully paid up.

? No change in Share Capital during FY 2025-26.

4. RBI / NBFC STATUS

? Company carries on business of Non-Banking Financial Institution without accepting deposits.

? Was a Non-Systemically Important Non-Deposit Taking Company as on 31st March, 2026.

? Complied with all prudent financial management norms and directions issued by RBI as applicable.

? Post year-end event: Received Notice No. KOL.DOR.DOR No. S843/01.01.027/2026-27 dated 24th June, 2026 from RBI for surrender of original Certificate of Registration pursuant to an order dated 22nd June, 2026 passed by RBI for cancellation of Certificate of Registration No. B.09.00053 dated May 21, 1988 issued under Section 45-IA/IB of the RBI Act, 1934.

? Company is contemplating to file an appeal to RBI, Guwahati (under process) for restoration of license.

5. PUBLIC DEPOSITS

? Company is a non-deposit taking NBFC as on 31st March, 2026; not accepting any public deposits during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board composition as on 31st March, 2026: Four Directors

? Two Independent Directors

? One Woman Director

? One Non-Executive Director & Chairperson

Changes / appointments:

? Ms. Natalie Ann Mookerji - ceased to be Director w.e.f. 30th May, 2025 (due to increasing personal commitments). Board placed on record its appreciation.

? Mrs. Jacqueline Audrey Monnier - appointed as Non-Executive & Non-Independent Director w.e.f. 27th May, 2025. Appointment regularized by Postal Ballot Notice dated 18th July, 2025; passed with requisite majority on 25th August, 2025. DIN: 09497868. Retires by rotation and offers herself for reappointment at the ensuing (52nd) AGM.

? Mr. Aditya Khatian - ceased to be Director w.e.f. 15th June, 2026 (due to commitments as Managing Director of McLeod Russel India Ltd. and other pre-occupations). Board placed on record its appreciation.

? Mr. Mohan Dhanuka - Board at its meeting held 10th February, 2026, based on NRC recommendation and after evaluating his performance during first tenure, approved his re-appointment as Independent Director for a second term of five consecutive years commencing from 11th February, 2026; recommended for shareholders approval by Postal Ballot Notice dated 23rd June, 2026; passed with requisite majority on 27th July, 2026.

? Mr. Shyam Ratan Mundhra - remains Chief Financial Officer / Manager (Section 203 of the Act). Re-appointed by the Board at its meeting held 10th February, 2026 as Manager for a further period of two years from 1st April, 2026 to 31st March, 2028; approved by shareholders through Postal Ballot Notice dated 10th February, 2026; passed with requisite majority on 6th April, 2026.

? Ms. Anushree Biswas Dutt (Membership No. A40821) - appointed as Company Secretary w.e.f. 27th May, 2025 (Board meeting held 27th May, 2025, based on NRC recommendation).

Other notes:

? Non-executive directors had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any.

? None of the Directors disqualified as per Section 184(2) of the Act.

? No other change in Directors and KMP since the last report.

Independent Directors Declaration:

? All Independent Directors gave declarations under Section 149(7) confirming they meet the criteria of independence under Section 149(6) of the Act and SEBI LODR Regulations, 2015; confirmed compliance with the Code for Independent Directors in Schedule IV.

? In the Boards opinion, IDs fulfil conditions specified in the Act and rules - including integrity, expertise and experience.

? Names of all IDs included in the data bank maintained by the Indian Institute of Corporate Affairs.

7. ANNUAL RETURN

? Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, copies of Annual Returns available at: https://www.williamsonfinancial.in/regulatory.html

8. ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

? No one-time settlement entered into with Banks or Financial Institutions during the year. Hence details of difference between valuation at the time of one-time settlement and valuation while taking loan, along with reasons, not applicable.

9. NUMBER OF MEETINGS OF THE BOARD

? Board of Directors met four (4) times during FY 2025-26.

? Details of Board and Committee meetings given in Corporate Governance Report (part of this report).

? Gap between two meetings was within the time prescribed under the Act and Listing Regulations.

10. DIRECTORS RESPONSIBILITY STATEMENT (Section 134(5))

Directors state that:

? (a) In preparation of annual accounts, applicable Accounting Standards followed; no material departure.

? (b) Accounting policies selected and applied consistently; judgments and estimates reasonable and prudent to give true and fair view of state of affairs at end of financial year and of profit/loss for that period.

? (c) Proper and sufficient care taken for maintenance of adequate accounting records in accordance with the Act for safeguarding assets and for preventing/detecting fraud and other irregularities.

? (d) Annual accounts prepared on a going concern basis.

? (e) Existing internal financial controls laid down by Directors and followed by Company are adequate and operating effectively.

? (f) Proper systems devised to ensure compliance with provisions of all applicable laws; adequate and operating effectively.

11. CHANGE IN NATURE OF BUSINESS

? No change in the Companys nature of business during the year under review.

12. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

? Company does not have any Subsidiary, Joint Venture or Associate Company.

13. MANAGEMENT DISCUSSION & ANALYSIS

? Report on MD&A forms part of the Annual Report per Regulation 34 of SEBI LODR Regulations, 2015 and is annexed as Annexure-1.

14. CORPORATE GOVERNANCE

? Report on Corporate Governance along with certificate of compliance from Vidhya Baid & Associates, Company Secretary in Practice, confirming compliance with conditions of Corporate Governance, attached as Annexure-2 and 3 to the Report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

? Company being an NBFC, relevant provisions of Section 186 of the Act do not apply.

? Particulars of loans given, guarantees provided and investments made during FY 2025-26 disclosed in the Financial Statements (part of this Report).

16. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT

? During FY ended 31st March 2026, Company (an NBFC) operated mainly under a single segment viz. Investment and lending.

? Post year-end: RBI Notice No. KOL.DOR.DOR No. 5843/01.01.027/2026-27 dated 24th June, 2026 for surrender of original Certificate of Registration pursuant to order dated 22nd June, 2026 for cancellation of CoR No. B.08.00053 dated May 21, 1988 (under Section 45-IA/IB of RBI Act, 1934). Company contemplating appeal to RBI, Guwahati (under process) for restoration of license.

17. CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

? Policy on Related Party Transactions formulated in line with the Act and Listing Regulations; available at: https://www.williamsonfinancial.in/policy.html

? Policy intends to ensure proper reporting, approval and disclosure processes for all transactions between Company and Related Parties.

? All contracts/arrangements/transactions with related parties during the year were in ordinary course of business and on arms length basis.

? No contract/arrangement/transaction with related parties considered material in accordance with the Companys Policy on Materiality of RPTs and on dealing with RPTs.

? Since no material RPTs and all transactions at arms length and in ordinary course, no transactions required to be reported in Form AOC-2.

? Full disclosure of related party transactions in Note No. 30 of the Financial Statements (pursuant to Ind AS).

? No materially significant RPTs with potential conflict with interests of the Company at large.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

Particulars as per Rule 8(3) of Companies (Accounts) Rules, 2014:

? A. Conservation of energy: N.A.

? B. Technology absorption: N.A.

? C. Foreign Exchange earnings and outgo: Nil

19. CORPORATE SOCIAL RESPONSIBILITY

? Board and CSR Committee approved a Policy to collaborate with McLeod Russel India Limited as permitted by Rule 4(5) of Companies (CSR Policy) Rules, 2014 in respect of CSR activities/projects covered by Schedule VI to the Act.

? Per policy, CSR Committee and Board may approve any project/activity covered under Schedule VI to the Act to be undertaken in terms of the policy.

? Policy available at: https://www.williamsonfinancial.in/policy.html

? No amount was required to be spent on CSR during the financial year under review in terms of Section 135 of the Companies Act, 2013.

20. COMMITTEES OF THE BOARD

As on 31st March 2026 (report text says 2028 in one place - likely typo), the Board constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

? Detailed composition, terms of reference, number of meetings held, attendance, etc. provided in the Corporate Governance Report.

? No instance where the Board did not accept the recommendations of its Committees.

Composition of Audit Committee (as on 31 March 2026)

? Mr. Garang Shashikant Ajmera - Independent Director, Chairman of the Committee

? Mr. Mohan Dhanuka - Independent Director, Member

? Mrs. Jacqueline Audrey Monnier - Non-Independent Director, Member

? No single instance of the Board not accepting any recommendation of the Audit Committee during the year under review.

21. BOARD EVALUATION

? Board carried out annual evaluation of its own performance, Board committees and individual directors - including criteria for performance evaluation of Non-Executive Directors and Executive Directors - pursuant to the Act and Corporate Governance requirements prescribed by SEBI under SEBI LODR Regulations, 2015.

? Board performance evaluated after seeking inputs from all directors on criteria such as: board composition and structure, effectiveness of board processes, information and functioning, etc.

? Committee performance evaluated by the Board after seeking inputs from committee members on criteria such as: composition of committees, effectiveness of committee meetings, etc.

22. MEETING OF INDEPENDENT DIRECTORS

? Independent Directors must hold at least one meeting in a year without presence of non-independent directors and members of management.

? Meeting held on 16th March, 2026 without attendance of other (non-independent) directors to review:

o Performance of Non-Independent Directors

o The Board as a whole

o Chairman of the Company (after considering views of directors)

o Quality, quantity and timeliness of flow of information between Management and the Board necessary for the Board to effectively and reasonably perform duties.

? Noted: Board is broad based; information timely provided; decisions taken after due deliberations; Board members encouraged by Chairman to participate and offer independent advice based on experience and act in best interest of the company and its stakeholders.

23. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

? Per Sections 124 and 125 of the Act and IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016: dividend unpaid/undelivered for seven years from date of transfer to Unpaid Dividend Account shall be transferred to IEPF.

? No dividend remains outstanding/unpaid requiring transfer to IEPF by the Company during the year ended 31st March, 2026.

24. LISTING WITH STOCK EXCHANGE

? Equity shares of the Company are listed at BSE Limited.

? Details of trading, listing fees, etc. given in the Corporate Governance Report.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

? Company duly complied with applicable provisions of Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

26. SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS

No significant and material orders passed by any regulator, court or tribunal during the financial year under review impacting going concern status and operations in future, except as disclosed below :

1. ICC Arbitration: Arbitration proceedings under Rules of Arbitration of the International Chamber of Commerce re: disputes/issues arising out of borrowings under Facility Agreement entered in 2017. Pursuant to the Final Award:

o Claimants (Claimant 1 - Real Touch Finance Limited; Claimant 2 - IDBI Trusteeship Services Limited) entitled to be paid/recover INR 506,95,91,000 (Rupees Five Hundred Eight Crore Ninety Five Lakhs Ninety One Thousand) jointly and severally from the Company and certain other respondents in the arbitration.

o Further, Claimant 1 entitled to recover costs in the sum of US$ 564,600 and INR 20,23,110 (Rupees Twenty Lakhs Twenty Three Thousand One Hundred and Ten) to be paid jointly and severally by the Company and certain other respondents.

o Challenging the Final Award, the Company filed a petition under Section 34 of the Arbitration and Conciliation Act, 1996 before the Honble High Court of Delhi - pending adjudication.

2. Delhi High Court - KKR India Financial Services: Earlier, High Court of Delhi in O.M.P. (I) (COMM.) 459/2019 titled KKR India Financial Services Limited & Anr v Williamson Magor & Co Limited & Ors vide ex-parte interim order inter-alia restrained the Company from selling, transferring, alienating, disposing, assigning, dealing or encumbering or creating third party rights on its assets. Consequent upon passing of the Final Award, the said interim order has ceased to operate.

3. Bombay High Court - Tata Capital Limited: In Commercial Suit No. 101 of 2020 in Tata Capital Limited v. Williamson Financial Services Limited, the Honble High Court of Bombay passed a decree on September 18, 2020, inter alia directing the Company to pay a sum of Rs. 38 Crores approx. An appeal is in the process of being filed against the final decree.

4. RBI CoR cancellation (post year-end): Notice No. KOL.DOR.DOR No. 5843/01.01.027/2026-27 dated 24th June, 2026 for surrender of original CoR pursuant to order dated 22nd June, 2026 cancelling CoR No. B.08.00053 dated May 21, 1988 (Section 45-IA/IB, RBI Act, 1934). Company contemplating appeal to RBI, Guwahati (under process) for restoration of license.

? Members referred to relevant notes to Financial Statements for further details of pending litigation and legal proceedings.

27. INTERNAL FINANCIAL CONTROLS

? Company has in place adequate internal controls with reference to financial statements.

? Internal Audit carried out in accordance with auditing standards to review design and effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies and procedure; recommends improvement in processes and procedures; same placed in the Audit Committee.

? Audit Committee regularly reviews audit plan, adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of Companys risk management systems.

? Financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as per Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, notified under Section 133 of the Companies Act, 2013, and other relevant provisions of the Act.

28. RISK MANAGEMENT

? Per Regulation 21 of Listing Regulations, Company not required to constitute a Risk Management Committee (RMC).

? However, to comply with Corporate Governance requirements for NBFCs notified by RBI, RMC was formed and a Risk Management Policy formulated and followed.

? Company laid down procedures to inform Board members about risk assessment and minimization procedures.

? Appropriate Risk Management system in place for identification and assessment of risks, measures to mitigate them, and mechanisms for proper and timely monitoring and reporting.

? In the opinion of the Board, presently there is no such element of risk which may threaten the existence of the Company.

29. CFO CERTIFICATION

? As required under Regulation 17(8) read with Schedule II Part B of Listing Regulations, a certificate from the Chief Financial Officer addressed to the Board of Directors, inter alia, confirming:

o Correctness of the financial statements

o Compliance with accounting standards

o Maintenance of internal control systems for financial reporting

o Accounting policies - for the year ended 31st March, 2026.

30. VIGIL MECHANISM

? Company promotes ethical behaviour in all business activities; mechanism in place for reporting illegal or unethical behaviour.

? Per Section 177 of the Act and Listing Regulations, a Vigil Mechanism established by the Board, supervised by the Audit Committee.

? Disclosures can be made by a whistleblower through an e-mail or a letter to the Chairman of the Audit Committee.

? Policy available at: https://www.williamsonfinancial.in/policy.html

31. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

? Remuneration Policy for Directors and Personnel in terms of Section 178 of the Act appended as Annexure-4; also available at https://www.williamsonfinancial.in/policy.html; forms part of this Report.

? As a matter of policy, apart from NRCs role in recommending appointment of Directors and KMP, the Board also considers suitability of the candidate weighing against the necessity of the Company before approaching Members for approval.

32. PARTICULARS OF EMPLOYEES

? Prescribed particulars of remuneration of employees pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, are set out as Annexure-5 forming part of this Report.

33. PREVENTION OF INSIDER TRADING

? Company adopted Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

? All Directors, employees and other designated persons who could have access to unpublished price sensitive information (UPSI) are governed by this code.

? Trading window regarding dealing in equity shares duly closed during declaration of financial results and occurrence of any other material event.

34. AUDITORS QUALIFIED OPINION AND MANAGEMENT REPLIES

Qualified Opinion Management Reply
(a) Non-recognition of interest expense - Due to ongoing dispute/negotiations with lenders regarding certain borrowings, the Company has not recognized interest expense on such borrowings for the quarter and year ended 31st March, 2026, as the obligation and the amount thereof are subject to final settlement and currently not determinable with reasonable certainty. The same will be accounted for in the period in which the negotiations are concluded. As a result, finance costs and liability on account of interest and Total Comprehensive Loss for the year ended 31st March, 2026 are understated to that extent. The balance between the requirements of Indian Accounting Standard 109 & Financial Instruments and accrual basis of accounting. The obligation and amount subject to final settlement; currently not determinable with reasonable certainty; will be accounted for in period negotiations conclude.
(b) Non-Recognition of Provision on Loans and Advances - The management, based on ongoing discussions under the group level resolution/restructuring plan, is of the view that outstanding dues, net of existing provisions for doubtful amounts, are recoverable/adjustable. The Company has given unsecured loans in earlier years out of which loans of Rs. 14,65,171 thousand and interest thereon of Rs. 1,80,587 thousand remained outstanding as on 31st March 2026 against which provision of Rs. 3,87,766 thousand has been made in the books. These loans in our opinion are doubtful of recovery and the provision against the balance loans is not made in accordance with Reserve Bank of India Prudential Norms. In the absence of adequate provision there against, the loss for the year ended 31st March, 2026 is understated to that extent. Impact in this respect has not been ascertained by the management and recognized in the Financial Statements. In view of the above, no further provision or adjustment has been considered necessary at this stage. The impact, if any, arising from the final outcome of the plan will be accounted for in the period in which it is crystallized.
(c) Balances of receivables, unsecured and secured loan creditors and their balance contributions - Certain balances relating to Loans, Advances and borrowings are subject to reconciliation and confirmation of the parties, impact whereof is not ascertainable at present. Discrepancies, if any, are not quantifiable at this stage. We draw attention to Note No. 26 of the Financial Statements with respect to certain balances relating to Trade Receivables, Other Receivables, Other Payables, Loans, Advances and Borrowings which are subject to reconciliation and confirmation from the parties, and in absence whereof its impact is currently unascertainable and therefore not commented upon. Balances subject to reconciliation/confirmation; impact not ascertainable at present.
(d) Material uncertainty related to Going Concern - The Company has defaulted in repayment of borrowings to its financial institutional lenders and others. In view of the Management, the Company would be able to improve its net working capital position to discharge its current and non-current financial obligations. However, in view of the uncertainties involved, these events and conditions indicate a material uncertainty which may cast a significant doubt on the Companys ability to continue as a going concern. Accordingly, the use of going concern assumption of accounting in preparation of these financial statements are not adequately and appropriately supported as per the requirements of Indian Accounting Standard 1 Presentation of Financial Statements. The Companys financial performance has been adversely impacted by certain external factors which are beyond the control of the Company. Consequently, due to classification of certain loans and advances as Non-Performing Assets, the Company has incurred losses resulting in negative net worth as at 31st March, 2026. The Management is taking various steps including discussions with lenders and promoters for restructuring/settlement of outstanding dues, cost optimization, and revival of operations. Based on the ongoing support from lenders and promoters and the measures initiated by the Management, it is expected that the Company will be able to generate sufficient cash flows from operations and improve its working capital position to meet its financial obligations as they fall due. Accordingly, despite the current challenges, the financial statements for the year ended 31st March, 2026 have been prepared on a going concern basis.

35. AUDITORS & AUDIT REPORT

? Statutory Auditors: V. Singhi & Associates, Chartered Accountants (Firm Registration No. 311017E) - appointed in terms of Section 139 of the Companies Act, 2013 to hold office for a term of 5 (five) consecutive years from the conclusion of the 49th Annual General Meeting held on 28th September, 2022 till the conclusion of the 54th Annual General Meeting to be held in the year 2027.

? V. Singhi & Associates conducted audit for FY ended 31st March 2026 and furnished their report dated 25th May 2026.

? Auditors have given a Qualified Opinion in relation to the Financial Statements for FY ended 31st March 2026 / FY 2025-26.

? Boards response to the said opinion is as given in the table above (section 34).

36. INTERNAL AUDITOR

? Mr. R. Dugarr & Associates (Firm Registration No. 324912E), Chartered Accountant - appointed as Internal Auditor for FY 2025-26.

? Conducts internal audit periodically and submits report to the Audit Committee; reports reviewed by Audit Committee from time to time.

? For FY 2026-27, R. Dugarr & Associates, Chartered Accountants, Kolkata have been re-appointed as Internal Auditor of the Company.

37. SECRETARIAL AUDIT AND SECRETARIAL AUDIT REPORT

? Board appointed M/s. Vidhya Baid & Co., Company Secretaries (Firm Registration No. S2014WB254300), Practising Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of the Company.

Secretarial Audit Observations & Management Replies

Observation Management Reply
1. Mrs. Jacqueline Audrey Monnier was appointed as Additional Director w.e.f. 27th May, 2025. Due to her appointment, the percentage/proportion of independent directors to the Board fell below the requirement mentioned in Regulation 17 of SEBI LODR Regulations . The said deviation was for a period of 3 days . The said requirement was complied with on 30th May, 2025 when Ms. Natalie Ann Mookerji resigned from the Board. Mrs. Jacqueline Audrey Monnier appointed as Additional Director w.e.f. 27th May, 2025; due to this, percentage/proportion of independent directors fell below Regulation 17 requirement; deviation for 3 days; requirement complied with on 30th May, 2025 when Ms. Natalie Ann Mookerji resigned. The Company remains fully compliant with Regulation 17 and is committed to maintaining the mandated board composition.
2. The entry in the Structural Digital Database was not made at the time of sharing of unpublished price sensitive information. The delay was primarily due to technical default that impacted the Companys ability to process and submit necessary documentation in a timely manner. The Company is dedicated to strict compliance with all applicable laws and regulations and will implement measures to ensure timely completion of future tasks.
3. The Company has issued Notice and Annual Report for FY 2024-25 as per timeline provided in the Act; however certain information and disclosure was inadvertently missed out in the Annual Report circulated, which was circulated through addendum to the Annual Report to all the Shareholders and intimated to the stock exchanges. The Company issued Notice and Annual Report for FY 2024-25 as per timeline provided in the Act; however certain information and disclosure was inadvertently missed out in the Annual Report circulated, which was intimated to the stock exchange and other shareholders as addendum to the Annual Report.

38. ANNUAL SECRETARIAL COMPLIANCE REPORT

? Pursuant to Regulation 24A of SEBI Listing Regulations, Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) submitted to the Stock Exchange within stipulated time and uploaded on the Companys website: www.williamsonfinancial.in

39. COST RECORDS AND COST AUDIT

? Maintenance of Cost Records and requirement of cost audit as prescribed under Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

40. FRAUD REPORTING BY AUDITORS

? No fraud reported by the Auditors in terms of Section 143 of the Companies Act, 2013 during the financial year under review.

41. SUSPENSE ESCROW DEMAT ACCOUNT

? In accordance with SEBI circular, a separate Suspense Escrow Demat Account opened with a Depository Participant for crediting unclaimed shares in dematerialised form lying in the Companys Demat Suspense Account.

42. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

? Company committed to a work environment ensuring every woman employee is treated with dignity, respect and equality; zero-tolerance towards sexual harassment.

? Policy adopted in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder.

? No complaint brought to the notice of the Management during FY ended 31st March, 2026.

Statement of Complaints:

? (a) Number of complaints of sexual harassment received in the year: Nil

? (b) Number of complaints disposed off during the year: N.A.

? (c) Number of cases pending for more than 90 days: Nil

43. MATERNITY BENEFIT ACT, 1961 - DISCLOSURE (Companies Accounting Second Amendment Rules, 2023, notified by MCA on May 10, 2023)

? Board affirms the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols.

? Policy designed to support health, well-being and work-life balance of women employees during and after pregnancy.

44. CORPORATE INSOLVENCY RESOLUTION PROCESS (IBC, 2016)

? During the year under review, no application filed by or against the Company for corporate insolvency process under the Insolvency and Bankruptcy Code, 2016 before the NCLT.

45. DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

? Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the Company for any breach of fiduciary duty.

46. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

? SEBI Listing Regulations mandate top 1000 listed companies by market capitalization to include a BRSR in their Annual Report.

? Company is not ranked amongst the top 1000 listed entities for FY 2025-26; consequently, not required to include BRSR in the Annual Report for this period.

47. GREEN INITIATIVE

? Electronic copies of the Annual Report including Notice of the 53rd AGM sent to all members whose email addresses are registered with the Company/Registrar/Depository Participants.

? As per SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2024/4 dated January 5, 2023 and recently MCA vide General Circular No. 09/2025 dated September 22, 2025, relaxation from sending physical copies of financial statements (including Boards report, Auditors report or other documents required to be attached thereto) to shareholders for AGMs conducted till September 30, 2026 has been extended; requirement of sending physical copies of annual report to shareholders who have not registered email addresses dispensed with for Listed Entities conducting AGMs till September 30, 2026.

? In this respect, physical copies not being sent to shareholders; copy available on website: www.williamsonfinancial.in

? Company providing e-voting facility to all Members to cast votes electronically on all resolutions set forth in the Notice - pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. Instructions for e-voting provided in the Notice.

48. INVESTOR RELATIONS

? Company endeavours to keep response time to shareholders requests/grievances at the minimum.

? Priority accorded to address all issues raised by shareholders and provide satisfactory reply at the earliest possible time.

? Stakeholders Grievance Committee meets periodically and reviews status of shareholders grievances.

49. APPRECIATION

? Directors express sincere appreciation for continued co-operation and support extended to the Company by the Central Government, the Government of Assam, Government Agencies, Regulatory Authorities, Stock Exchanges, Companys Bankers, Business Associates, Shareholders and the Community at large.

50. SIGNATURES

? Place: Kolkata

? Date: 11th August, 2026

? For and on behalf of the Board:

o Sd/- Jacqueline Audrey Monnier, Director, DIN: 09497868

o Sd/- Gautam S. Ajmera, Director, DIN: 00798215

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2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.