Williamson Financial Services Ltd Directors Report

To

The Members,

The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31st, 2025. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 1st April, 2024 to 31st March, 2025.

FINANCIAL RESULTS

The performance of the company for the financial year ended 31st March, 2025 is summarised below:

(Rs. in Lakhs)

	For the Financial Year
Particulars	2024 - 25	2023 - 24
Revenue from Operations	0.93	211.99
Other Income	92.46	401.57
Total Income	93.39	613.56
Total Expenses	538.25	1085.25
Profit / (Loss ) before Tax	(444.86)	(471.69)
Tax Expenses	(0.12)	0.12
Profit/ (Loss) For The Year	(444.74)	(471.81)
Other Comprehensive Income (net of tax)	(978.52)	453.81
Total Comprehensive Income For The Year	(1423.26)	(17.99)

Note: The above 3gures are extracted from the Standalone Financial Statements prepared under IND AS (Indian Accounting Standards) for the Financial Year ended on 31st March, 2025 and 31st March, 2024.

REVIEW OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

During the Financial Year under review the Companys Revenue from Operations has been decreased from the previous year Rs. 211.99 lakhs to Rs. 0.93 lakhs due to less recovery of Interest Income compared to the same of the previous year. However 3nance cost, employee bene3ts expenses and other expenses have been decreased from the previous year 3gure which results in decrease of total expenditure of the company from the previous year Rs. 1085.25 lakhs to Rs. 538.25 lakhs.

Further during the Financial Year 2024-25 the Companys liabilities from the Secured and Unsecured Borrowings came down to Rs. 44078.61 lakhs from the previous year which had been Rs. 46463.99 lakhs resulting in reduction of the total financial liabilities of the company.

During the year under review the Company earned interests on Inter Corporate Deposits to the tune of Rs. 0.49 lakhs as against previous year, which was Rs. 211.52 lakhs.

Your Company succeeded to pull down its net operating loss from the previous Financial Years amount of Rs. 471.81 Lakhs to Rs. 444.74 Lakhs during the Financial Year 2024-25.

As per the requirements of IndAS the Investments were fair valued and the Fair Value Changes of Investments in Equity Shares produced a negative 3gure amount of Rs.(978.86) Lakhs as against positive 3gure of the previous Year of Rs. 453.04 Lakhs. Other Comprehensive Income/(Loss) for the Financial Year 2024-25 resulted in negative 3gure of Rs. (978.52) as against positive 3gure of previous year amounting to Rs. 453.82 Lakhs. The above is an indication that the Company is on the path of recovery barring unforeseen circumstances. The Company is expected to improve well in the foreseeable future.

DIVIDEND

On account of the accumulated loss, no dividend has been recommended for the year under review.

TRANSFER TO RESERVES

In view of the loss during the year, no amount is being transferred to General Reserve for the year ended 31st March 2025.

SHARE CAPITAL

During the year under review, the Company has not altered/modi3ed its authorised share capital and has not issued any shares including equity shares with di3erential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees and also has not made any buy back of shares during the year under review.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2025 is Rs. 8,35,91,360 divided into 83,59,136 Shares of Rs. 10/- each fully paid up. There has been no change in the Share Capital of the Company during the Financial Year 2024-25.

RESERVE BANK OF INDIA (RBI) GUIDELINES

Your Company continues to carry on its business of Non-Banking Financial Institution without accepting deposits. The Company is a Non-Systemically Important Non-Deposit Taking Company. Further the Company has complied with and continues to comply with all the prudent financial management norms and directions issued by the Reserve Bank of India as applicable.

PUBLIC DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company (NBFC) and therefore is not accepting any public deposits during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the company comprises of Four Directors as on 31st March, 2025 of whom two are Independent Directors, one is Woman Director and one is Non-Executive Director & Chairman.

Ms. Natalie Ann Mookerji, ceased to be Director of the Company w.e.f 30th May, 2025 due to her increasing personal commitments. The Board places on record its immense appreciation for her contribution during her tenure in the Company.

Mrs. Jacqueline Audrey Monnier has been appointed as a Non-Executive & Non- Independent Director w.e.f 27th May, 2025. The appointment of Mrs. Monnier has been regularized by way of Postal Ballot Notice dated 18th July, 2025. In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Aditya Khaitan (DIN: 00023788),Chairman and Director, retires by rotation and being eligible, o3ers himself for reappointment at the ensuing AGM. Resolution seeking Shareholders approval for his re-appointment along with other required details forms part of the 52nd AGM Notice.

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, Mr. Shyam Ratan Mundhra, remains to be the Chief Financial O3cer& Manager. Ms. Ekta Benia ceased to be the Company Secretary and Compliance o3cer with e3ect from 1st March, 2025. Ms. Anushree Biswas Dutt (Membership No. A40821) appointed as the Compliance O3cer with e3ect from 1st March, 2025. Further, the Board at its meeting held on 27th May, 2025 based on the recommendation of Nomination and Remuneration Committee, appointed Ms. Biswas as the Company Secretary with e3ect from 27th May, 2025. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

None of the Directors are disqualified as per provision of Section 164(2) of the Act.

Apart from the above, there is no change in the Directors and KMP of the Company since the last report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors (IDs) of the Company have given declarations in terms of Section 149(7) of the Act con3rming that they meet the criteria of independence as laid down under Section 149(6) of the Act, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have further con3rmed compliance with the code for Independent Directors as prescribed in Schedule IV to the Companies Act. In the opinion of the board, the IDs ful3l the conditions speci3ed in the Act and the rules made there under for appointment as IDs including integrity, expertise and experience. In terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Quali3cation of Directors) Rules, 2014, as amended, the names of all the IDs of the Company have been included in the data bank maintained by the Indian Institute of Corporate A3airs.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copies of the Annual Returns of the Company are available on the website of the Company at www.williamsonfinancial .in.

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

During the year under review, the Company has not entered into any one-time settlement with Banks or Financial Institutions. Hence, the details of di3erence between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

NUMBER OF MEETINGS OF THE BOARD DURING THE YEAR

During the FY 2024-25, the Board of Directors met four (4) times and the details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which is a part of this report. The gap intervening between two meetings was within the time prescribed under the Act and Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state in terms of Section 134(5) of the Act that –

(a) In the preparation of the annual accounts, the applicable Accounting Standards had been followed and there was no material departure there from.

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a3airs of the Company at the end of the Financial Year and of the Profit and loss of the Company for that period.

(c) The Directors had taken proper and su3cient 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 annual accounts on a going concern basis.

(e) The existing internal financial controls laid down by the Directors and followed by the Company are adequate and were operating e3ectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that the same were adequate and operating e3ectively.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the Companys nature of business.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

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

MANAGEMENT DISCUSSION & ANALYSIS

Report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is annexed as Annexure-1.

CORPORATE GOVERNANCE

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance along with certi3cate of compliance from Vidhya Baid & Associates, Company Secretary in Practice con3rming compliances to the conditions of the Corporate Governance is attached as Annexure–2 and 3 to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company being a Non-Banking Financial Company (NBFC), the relevant provisions of Section 186 of the Act do not apply to the Company. However, the particulars of loans given, guarantees provided and investments made by the Company during the FY 2024-25 have been disclosed in the Financial Statement which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As disclosed in the past Reports, the Board and the Corporate Social Responsibility Committee (‘CSR Committee) of the Company approved a Policy to collaborate with McLeod Russel India Limited as permitted by Rule 4(3) of Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR Activities / Projects covered by Schedule -VII to the Act. According to the policy, the CSR Committee and the Board may approve any project / activity covered under Schedule VII to the Act to be undertaken in terms of the policy. The Policy is available on the Companys website, 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.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There are no material changes and commitments a3ecting the financial position of the Company that have occurred between the end of the Financial Year ended 31st March, 2025 to which the Financial Statement relates and the date of signing of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which is also available on Companys website at https://www.williamsonfinancial .in/policy.html. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All the contracts/arrangements/transactions entered by the Company during the financial year under review with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. Since there are no material Related Party Transactions and also all the transactions with related parties are at arms length and are in the ordinary course of business, no transactions are required to be reported in Form AOC – 2.

The Company has made full disclosure of transactions with the related parties as set out in Note No. 31 of the Financial Statement pursuant to Ind AS, forming part of the Annual Report. There were no materially signi3cant related party transactions which could have potential con3ict with interest of the Company at large.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A. Conservation of energy: N.A.

B. Technology absorption: N.A.

C. Foreign Exchange earnings and outgo: Nil

CORPORATE SOCIAL RESPONSIBILITY

As disclosed in the past Reports, the Board and the Corporate Social Responsibility Committee (‘CSR Committee) of the Company approved a Policy to collaborate with McLeod Russel India Limited as permitted by Rule 4(3) of Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of CSR Activities / Projects covered by Schedule -VII to the Act. According to the policy, the CSR Committee and the Board may approve any project / activity covered under Schedule VII to the Act to be undertaken in terms of the policy. The Policy is available on the Companys website, 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.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had constituted various Committees to assist in discharging its responsibilities. As on 31st March 2025, the Board has constituted following Committees to deal with matters and monitor activities falling within the respective terms of reference:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

Detailed composition of the above Committees, their terms of reference, number of meetings held, attendance therein and other related details are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

COMPOSITION OF THE AUDIT COMMITTEE

As on 31st March, 2025 the Audit Committee of the Company consists of Mr. Gaurang Shashikant Ajmera, Mr. Mohan Dhanuka, Independent Directors and Ms. Natalie Ann Mookerji, Non – Independent Director as Members. Mr. Ajmera is the Chairman of the Committee. There has been no single instance of the Board not accepting any recommendation of the Audit Committee during the year under review. Mrs. Jacqueline Audrey Monnier appointed as Non – Independent Director as Member with e3ect from 27th May, 2025 in place of Ms. Natalie Ann Mookerji.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities & Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, e3ectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, e3ectiveness of committee meetings etc.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold at least one meeting in a year without the presence of non–independent directors and members of the management. Accordingly, a meeting of Independent Director was held on 15th March, 2025 without the attendance of other directors (Non-Independent) to review the performance of Non-Independent Directors, the Board as a whole, Chairman of the Company, after considering the views of directors. They also assessed the quality, quantity and timelines of 3ow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. It was noted that the Board is broad based, information is timely provided, decisions are taken after due deliberations, Board members are encouraged by the Chairman to participate and o3er their independent advise based on their experience and act in the best interest of the company and its stakeholders.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid and required to be transferred to the IEPF by the Company during the year ended 31st March, 2025.

LISTING WITH STOCK EXCHANGE

The Equity shares of the Company are listed at BSE Limited. The details of trading, listing fees etc. are given in the Corporate Governance Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the 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).

SIGNIFICANT AND MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the year under review, no signi3cant and material order has been passed by any Regulator or Court or Tribunal impacting the going concern status of the Company and the Companys operations in future.

The Honble High Court of Delhi at New Delhi vide its ex-parte, interim order in O.M.P.(I) (COMM.) 459/2019 in KKR India Financial Services Limited & Anr. Vs. Williamson Magor & Co. Limited & Ors., has, inter-alia, restrained the Company from selling, transferring, alienating, disposing, assigning, dealing or encumbering or creating third party rights on their assets. Arbitration proceedings under the aegis of ICC has been initiated by InCred Financial Services Limited (formerly KKR India Financial Services Limited) and the matter is currently pending. The said order is still in operation.

The Honble High Court of Bombay High Court in Commercial Suit No. 161 of 2020 in Tata Capital Limited v. Williamson Financial Services Limited has passed a decree on September 18, 2020, inter alia, directing the Company to pay a sum of Rs. 33 Crores approx. An appeal is in the process of being 3led against the 3nal decree.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls with reference to financial statements. Internal Audit is carried out in accordance with auditing standards to review design and e3ectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure and the same is placed in the Audit Committee.

The Audit committee regularly reviews audit plan, the adequacy & e3ectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of companys risk management systems.

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time noti3ed under Section 133 of the Companies Act, 2013 (the ‘Act) and other relevant provisions of the Act.

RISK MANAGEMENT

Pursuant to the provisions of Regulation 21 of the Listing Regulations, the Company is not required to constitute a Risk Management Committee (‘RMC). However to comply with the Corporate Government requirements for NBFC noti3ed by the RBI the RMC was formed and a Risk Management Policy has been formulated and being followed The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. It has an appropriate Risk Management system in place for identi3cation and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Presently, in the opinion of the Board, there is no such element of risk which may threaten the existence of the Company.

CEO / CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certi3cate from the Chief Financial O3cer of the company addressed to the Board of Directors, inter alia, con3rming the correctness of the financial statements, compliance with the accounting standards, maintenance of internal control systems for financial reporting and accounting policies for the year ended 31st March, 2025.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. In terms of Section 177 of the Act and listing regulations, a Vigil Mechanism has been established by the Board, which is supervised by the Audit Committee. Disclosures can be made by a whistle blower through an e-mail or a letter to the Chairman of the Audit Committee. The policy is available on the companys website at https://www.williamsonfinancial .in/policy.html.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Remuneration Policy for Directors and Personnel in terms of Section 178 of the Act is appended as Annexure-4 and is also available on the companys website at https://www.williamsonfinancial .in/policy.html which forms part of this Report. As a matter of policy, apart from the Nomination and Remuneration Committees role in the recommendation regarding appointment of Directors and KMP, the Board also considers the suitability of the candidate weighing against the necessity of the Company before approaching the Members for their approval.

PARTICULARS OF EMPLOYEES

The 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.

PREVENTION OF INSIDER TRADING

The Company has adopted Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. All the Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the company are governed by this code. The trading window regarding dealing with equity shares of the Company is duly closed during declaration of financial results and occurrence of any other material event.

AUDITORS & AUDIT REPORT

In terms of Section 139 of the Companies Act, 2013, V. Singhi & Associates, Chartered Accountants (Firm Registration No. 311017E) was appointed as the Statutory Auditors of the Company to hold o3ce for a term of 5 (3ve) consecutive years from the conclusion of 49th Annual General Meeting held on 26th September 2022 till the conclusion of the 54th Annual General Meeting to be held in the year 2027.

V. Singhi & Associates have conducted audit for the Financial Year ended 31st March 2025 and furnished their report. In their Report dated 27th May 2025, V. Singhi & Associates have given Qualified opinion in relation to the Financial Statements of the Company for the Financial Year ended 31st March 2025 for the Financial Year 2024-25.

The Boards response in relation to the said opinion is as under:-

Qualified Opinion	Management Reply
a) Non-recognition of Interest Expense	The Company is under dispute/negotiations with lenders, and therefore interest neither being provided nor paid for in the accounts on such borrowings for the quarter and year ended 31st March, 2025.
We draw attention to Note No. 41 of the Financial Statements relating to non-recognition of Interest Expense on secured borrowings from InCred Financial Services Limited (formerly KKR India Financial Services Private Limited) from August, 2019 to March, 2025 and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any 3nance cost on such secured borrowings for the year ended 31st March, 2025. Further, interest expense on inter-corporate borrowings amounting to Rs. 3,73,686 thousand for the year ended 31st March, 2025 has not been recognized by the Company.	Therefore, the Board of Directors has decided not to recognise interest expense on such borrowings for the period in the Audited Financial Results as the same is unascertainable at present.
As a result, 3nance costs and liability on account of Interest and Total Comprehensive Loss for the Year ended 31st March, 2025 are understated to that extent.
This constitutes a departure from the requirements of Indian Accounting Standard 109 "Financial Instruments" and accrual basis of accounting.
b) Non- Recognition of Provision on Loans and Advances	The management is of the view that the outstanding dues, net of provision for amounts considered doubtful shall be either recovered or adjusted or restructured considering the outcome of a group level resolution plan/ restructuring plan which is under process. Therefore, no further provision or adjustment is contemplated at this stage.
The Company has given unsecured loans in earlier years out of which loans of Rs. 14,77,020 (Rs. in thousand) and interest thereon of Rs. 3,22,563 thousand remained outstanding as on 31st March 2025 against which provision of Rs. 5,36,296 (Rs. in 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, 2025 is understated to that extent. Impact in this respect has not been ascertained by the management and recognized in the Financial Statements.
c) Balances of receivables, unsecured and secured loan creditors and their balance con3rmations	Certain Balances relating to Loans, Advances and Borrowings are subject to reconciliation and con3rmation of the parties, impact whereof is not ascertainable to present. Discrepancies, if any, are not quanti3able 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	Further in respect of loan to McNally Bharat Engineering Company Limited (MBECL) which is under Corporate
Qualified Opinion	Management Reply
reconciliation and con3rmation from the parties, and in absence whereof its impact is currently unascertainable and therefore not commented upon.	Insolvency Resolution Process (CIRP). The company had 3led claim of Rs. 1,66,950 thousands before the Interim Resolution Professional (IRP) in the CIRP of MBECL. The IRP has admitted the claim to the extent of the principal amounting to Rs.50,00,000 only. However, the 3nal order is still awaited. As we see, the Companys financial performance has been adversely a3ected due to external factors beyond the control of the Company. A negative net worth eventually occurred due to the classi3cation of certain loans & advances as Non-Performing Assets. The Management is con3dent that with the Lenders and promoters support and the e3ective measures already taken in this respect, the Company will be able to generate su3cient cash 3ows through Profitable operations and improve its net working capital position to discharge its current and non-current financial obligations.
(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 signi3cant 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 Company is working with the lenders for engaging on settlement process of outstanding loans. Accordingly and this being a temporary situation for the time being the going concern status of the Company is maintained.

INTERNAL AUDITOR

Mr. R Dugar & Associates (Firm Registration No. 324912E), Chartered Accountant was appointed as the Internal Auditor of the company for FY 2024-25. He conducts internal audit periodically and submits his report to the Audit Committee. These Reports have been reviewed by the Audit Committee from time to time. For Financial Year 2025-26, R Dugar & Associates, Chartered Accountants, Kolkata have been re-appointed as the Internal Auditors of the Company.

SECRETARIAL AUDIT REPORT

The Board has appointed Vidhya Baid & Co., Practicing Company Secretary as Secretarial Auditor to conduct Secretarial Audit of the Company in terms of Section 204(1) of the Companies Act, 2013 for the Financial Year 2024-25 and the report in prescribed Form MR-3 is appended hereto as Annexure-6 forming part of this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

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

COST RECORDS AND COST AUDIT

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

FRAUD REPORTING BY AUDITORS

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

OPENING OF SUSPENSE ESCROW DEMAT ACCOUNT

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

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

The Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company hereby declares that no complaint has been brought to the notice of the Management during the financial year ended on 31st March, 2025.

Statement of Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

(a) the number of complaints of sexual harassment received in the year :	Nil
(b) the number of complaints disposed o3 during the year :	N.A.
(c) the number of cases pending for more than 90 days :	Nil

A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 [DISCLOSURE MADE IN ACCORDANCE WITH THE COMPANIES (ACCOUNTS) SECOND AMENDMENT RULES, 2025, NOTIFIED BY MCA ON MAY 30, 2025] The Board a3rms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Bene3t Act, 1961, and in alignment with internal human resource protocols. The policy is designed to support the health, well-being, and work-life balance of women employees during and after pregnancy.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application 3led by or against the Company for the corporate insolvency process under Insolvency and Bankruptcy Code, 2016 before the NCLT. However, after the closure of Financial year Vishnu Webtech Pvt. Ltd. have 3led application before National Company Law Tribunal (NCLT), Guwahati for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 which is being dismissed by the National Company Law Tribunal, Guwahati.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has a Directors and O3cers Liability Insurance Policy which protects Directors and O3cers of the company for any breach of 3duciary duty.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The SEBI Listing Regulations mandates the top 1000 listed companies by market capitalization must include a Business Responsibility & Sustainability Report (BRSR) in their Annual Report. This requirement aims to enhance transparency and accountability regarding the environmental, social and governance (ESG) practices of these companies. However, your Company is not ranked amongst the top 1000 listed entities for the 3scal year 2024-25. Consequently, we are not required to include the BRSR in the Annual Report for this period.

GREEN INITIATIVES

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 52nd AGM are sent to all members whose email addresses are registered with the Company /Registrar/Depository Participant(s). As per SEBI Circular SEBI/HO/CFD/PoD-2/P/CIR/2024/4 dated January 5, 2023 and recently, MCA, vide General Circular No. 09/2024 dated September 19, 2024, has extended the relaxation from sending physical copies of financial statements (including Boards report, Auditors report or other documents required to be attached therewith) to the shareholders, for the AGMs conducted till September 30, 2025. the requirement of sending physical copies of annual report to those shareholders who have not registered their email addresses has been dispensed with for Listed Entities who would be conducting their AGMs till September 30, 2025. In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the website: www.williamsonfinancial .in.

The Company is providing e-voting facility to all its Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

INVESTOR RELAT IONS

Your Company always endeavours to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Grievance Committee of the Board meets periodically and reviews the status of the Shareholders Grievances.

APPRECIATION

Your Directors express their sincere appreciation for the 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.