Williamson Financial Services Ltd Directors Report

Dear Members

The Board of Directors hereby presents the report of the business and operations ofyourCompany, along with the audited financial statements, for the financial year ended March 31,2024. 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, 2023 to 31st March, 2024.

FINANCIAL RESULTS

The performance of the companyfor the financial year ended 31st March, 2024 is summarised below:

PARTICULARS	For the Financial Year
	2023-24	2022-2023
Revenue from Operations	211.99	361.72
Other Income	401.57	887.38
Total Income	613.56	1249.10
Total Expenses	1085.25	3099.92
Profit / (Loss) before Tax	(471.69)	(1850.82)
Tax Expenses	0.12	-
Profit/ (Loss) For The Year	(471.81)	(1850.82)
Other Comprehensive Income (net oftax)	453.81	(356.43)
Total Comprehensive Income For The Year	17.99	(2207.25)

REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

During the Financial Year under review the Companys Revenue from Operations has been decreased from the previous year Rs. 361.72 lakhs to Rs. 211.99 due to less recovery ofInterest Income compared to the same of the previousyear. However finance cost, employee benefits expenses and other expenses have been decreased from the previous year figure which results in decrease of total expenditure of the companyfrom the previous year Rs. 3099.92 lakhs to Rs. 1085.25 lakhs.

Further during the Financial Year 2023-24 the Companys liabilities from the Secured and Unsecured Borrowings came down to Rs. 46463.99 lakhs from the previousyear which had been Rs. 46967.79 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. 211.52 lakhs as against previous year, which was Rs. 361.25 lakhs.

Your Company succeeded to pull down its net operating loss from the previous Financial Years amount of Rs. 1850.82 Lakhs to Rs. 471.81 Lakhs during the Financial Year 2023-24.

As per the requirements of IndAS the Investments were fair valued and the FairValue Changes of Investments in Equity Shares produced a positive figure amount of Rs.453.04 Lakhs as against negative figure of the previous Year of Rs. (356.69) Lakhs. Other Comprehensive Income/(Loss) for the Financial Year 2023-24 resulted in positive figure of Rs. 453.81 as against negative figure of previous year amounting to Rs. (356.43) 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 theyear under review.

TRANSFER TORESERVES

In view of the loss during theyear, no amount is being transferred to General Reserve fortheyear ended 31st March 2024.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares including equity shares with differential 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, 2024 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 2023-24.

RESERVE BANKOF 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 ofIndia 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, 2024 of whom two are Independent Directors, one is Woman Director and one is Non-Executive Director & Chairman.

During the FY 2023-24, Ms. Natalie Ann Mookerji has been appointed as a Non-Executive & Non- Independent Director w.e.f 14th March, 2024. The appointment of Ms. Mookerji has been regularized byway of Postal Ballot Notice dated 2nd May, 2024 and the same has been passed with requisite majority on 10th June 2024.

Mrs. Maria Khan, ceased to be Director of the Company w.e.f 18th March, 2024 due to her increasing personal commitments. The Board places on record its immense appreciation for her contribution during her tenure in the Company.

Further, the Board at its meeting held on 13th August, 2024 based on the recommendation of Nomination and Remuneration Committee, after evaluating the performance of Mr. G S Ajmera, during his first tenure as Independent Director of the company, approved his re-appointment as Independent Director of the Companyfor second term of five consecutive years commencing from 13th December 2024 and recommended for shareholders approval. Resolution seeking Shareholders approval for re-appointment along with other required details forms part of the 51st AGM Notice.

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, offers himself for reappointment at the ensuing AGM. Resolution seeking Shareholders approval for his re-appointment along with other required details forms part of the 51st AGM Notice.

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, Mr. Shyam Ratan Mundhra, Chief Financial Officer & Manager and Ms. Ekta Benia, Company Secretary are the Key Managerial Personnel of the Companyas on 31st March, 2024.

Mr. Shyam Ratan Mundhra has been re-appointed by the Board of Directors at its meeting held on 6th February, 2024 as Manager of the company for further period of two years from 1 st April, 2024 to 31st March, 2026. The said appointment has been approved by the shareholders conducted through Postal Ballot Notice dated 6th February, 2024 and the same has been passed with requisite majority on 6th April, 2024.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, otherthan sitting fees and reimbursement ofexpenses, ifany.

None of the Directors are disqualified as per provision ofSection 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 ofSection 149(7) of the Act confirming 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 confirmed compliance with the code for Independent Directors as prescribed in Schedule IV to the Companies Act. In the opinion of the board, the IDs fulfil the conditions specified in the Actand the rules made there underfor appointment as IDs including integrity, expertise and experience. In terms ofSection 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,as amended, the names ofall the IDs of the Company have been included in the data bank maintained bythe Indian Institute ofCorporate Affairs.

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 https://www.williamsonfinancial.in/regulatory.html

ONE-TIME SETTLEMENT WITH ANY BANKOR FINANCIAL INSTITUTION

During the year under review the Company and Aditya Birla Finance Limited (ABFL) and others have entered into Terms of Settlementand Consent Term dated 7th June, 2023 to amicably settle the dispute with ABFL in the matter, inter-alia, related to the term loan availed of by the company from ABFL.

NUMBEROF BOARDMEETINGS DURING THE YEAR

During the FY 2023-24,the Board ofDirectors met five (5) 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 ofSection 134(5) of the Actthat -

(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 consistentlyand madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Companyforthat period.

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Companyand 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 effectively.

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

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 theAnnual Report as perthe requirements ofRegulation 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 certificate of compliance from Vidhya Baid & Associates, Company Secretary in Practice confirming 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 ofSection 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 2023-24 have been disclosed in the Financial Statement which forms part ofthis Report.

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

There are no material changes and commitments affecting the financial position of the Companythat have occurred between the end of the Financial Year ended 31st March, 2024 to which the Financial Statement relates and the date ofsigning ofthis 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 PartyTransactions 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 Companyand 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 PartyTransactions and on dealing with Related PartyTransactions. Since there are no material Related PartyTransactions 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. 32 of the Financial Statement pursuantto Ind AS, forming part of the Annual Report. There were no materially significant related party transactions which could have potential conflict 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. Technologyabsorption: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 ofCSR 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 2024, the Board has constituted following Committees to deal with matters and monitoractivities falling within the respective terms of reference:

• AuditCommittee

• 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, 2024 the Audit Committee of the Company consists ofMr.Gaurang ShashikantAjmera, 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 theyear under review.

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, effectiveness 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 ofcriteria such as the composition ofcommittees, effectiveness ofcommittee 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, 2024 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 flow 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 offertheir 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 ofSections 124 and 125 of the Actand Investor Education and Protection Fund (Accounting,Audit,Transferand Refund) Rules,2016 ("IEPF Rules"),dividend ofaCompany which remain unpaid or unclaimed for a period ofseven years from the date oftransferto 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, 2024.

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 significant and material order has been passed by any Regulator or Court orTribunal impacting the going concern status of the Companyand the Companys operations in future.

However, in the matter ofArbitration between Aditya Birla Finance Limited (ABFL) vs McNally Bharat Engineering Company Limited (MBECL) and others, the Sole Arbitrator, passed an Interim Order on 30th June 2020 upon the Company to perform obligations underthe PutOption Agreement dated 24th March 2018. The Company had filed an application for setting aside the award which was subsequently withdrawn as the disputes between the parties was settled.

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.

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 effectiveness 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 & effectiveness 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 notified under Section 133 of the Companies Act, 2013 (the Act) and other relevant provisions of the Act.

RISKMANAGEMENT

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 notified 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 identification 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 ofriskwhich may threaten the existence of the Company.

CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Schedule II Part B of the Listing Regulations,a certificate from the Chief Financial Officer of the company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements, compliance with the accounting standards, maintenance of internal control systems for financial reporting and accounting policies fortheyear ended 31st March, 2024.

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 ofSection 177 of the Actand 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 ofSection 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 againstthe necessity of the Company before approaching the Members fortheir approval.

PARTICULARS OF EMPLOYEES

The prescribed particulars ofremuneration ofemployees pursuantto 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 ofthis Report.

PREVENTION OF INSIDER TRADING

The Company has adopted Code of Conduct for Prevention of I nsider 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 ofany other material event.

AUDITORS & AUDIT REPORT

In terms ofSection 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 office for a term of 5 (five) 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 auditforthe Financial Year ended 31st March 2024 and furnished their report. In their Report dated 27th May 2024, V. Singhi &Associates have given Qualified opinion in relation to the Financial Statements of the Companyfor the Financial Year ended 31st March 2024 forthe Financial Year 2023-24.

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

Qualified Opinion	Management Reply
(a) Non-recognition of Interest Expense We draw attention to Note No 42 of the Financial Statement 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, 2024 and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any finance cost on such secured borrowings for the quarter and year ended 31st March, 2024.	The Company has disputes 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, 2024.
Further, interest expense on inter-corporate borrowings amounting to Rs. 3,61,831 thousand for Inter-corporate borrowings for the year ended 31st March, 2024 has not been recognized by the Company.	Further the Company is negotiating with the Lenders. 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, finance costs and liability on account of Interest and Total Comprehensive Loss for the Year ended 31st March, 2024 are understated to that extent.	Further the company has already entered into settlement process with Aditya Birla Finance Limited.
(b) Non-recognition of Provision on Loans and Advances	The management believes 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 Rs. 17,18,386 (Rs. in thousand) and interest thereon of Rs. 3,26,925 thousand remained outstanding as on 31st March 2024 against which provision amounting to Rs. 5,45,542 (Rs. in thousand) has been provided in the books. These loans in our opinion are doubtful of recovery and the provision against the balance amount of 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, 2024 is understated to that extent. Impact in this respect has not been ascertained by the management and recognized in the Financial Statements.	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, ifany, are not quantifiable at this stage.
(c) Balances of receivables, unsecured and secured loan creditors and their balance confirmations We draw attention to Note No. 27 of the Financial Statement 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 thereof is currently unascertainable and therefore not commented upon.	Further in respect of loan given to Mcnally Bharat Engineering Limited (MBECL) which is under Corporate Insolvency Resolution Process (CIRP).The company had filed claim of Rs. 1,66,950 thousands before the Interim Resolution Professional (IRP) in the CIRP of MBECL. The IRP hasadmitted the claim to the extent of the principal amounting to Rs. 50,00,000 only. However the final order has not been passed by NCLT.
(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 this Statement is not adequately and appropriately supported as per the requirements of Indian Accounting Standard 1 "Presentation ofFinancial Statements".	During the year, the Companys financial performance has been adversely affected due to external factors beyond the control of the Company. A negative net worth eventually occurred due to the classification of certain loans and advances as Non-Performing Assets. The Management is confident that with the Lenders and promoters support and the effective measures already taken in this respect, the Company will be able to generate sufficient cash inflows through profitable operations and improve its net working capital position to discharge its current and non-current financial obligations.
	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.

INTERNALAUDITOR

Mr. Sunil Kumar Dutta (Membership No. 053131), Chartered Accountantwasappointed as the Internal Auditor of the company for FY 2023-24. 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. Mr. Dutta informed of his inability to continue due to some personal engagement. For Financial Year 2024-25 onward, R Dugar & Associates, Chartered Accountants (Firm Registration No. 324912E), Kolkata have been appointed as the Internal Auditors of the Company.

SECRETARIAL AUDIT REPORT

The Board was 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 2023-24 and the report in prescribed Form MR-3 is appended hereto as Annexure-6forming part ofthis Report.The Secretarial Audit report does not contain any qualifications or reservations or adverse remarks made by the Secretarial Auditor in their 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 https://www.williamsonfinancial.in/regulatory.html.

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 ofSection 143 of the Companies Act, 2013during 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

During the year under review, no case was reported in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

During the year under review, there was no application filed by or against the Company for corporate insolvency process under Insolvencyand BankruptcyCode, 2016 before the NCLT.

However, after the closure of Financial year Vishnu Webtech Pvt. Ltd. have filed application before National Company LawTribunal (NCLT), Guwahati for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code,2016which is being contested bytheCompany.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

The Company has a Directors and Officers Liability Insurance Policy which protects Directors and Officers of the companyforany breach offiduciary 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 theirAnnual Report. This requirementaims 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 fiscal year 2023-24. 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 51st 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 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, 2024. In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the website: https://www.williamsonfinancial.in/financials.html.

The Company is providing e-voting facility to all its Members to enable them to cast theirvotes 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 (Managementand 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.

	For and on behalf of the Board
	Aditya Khaitan	Gaurang S. Ajmera
	Director	Director
	DIN:00023788	DIN:00798218
Place: Kolkata
Date: 13th August, 2024