Williamson Magor & Company Ltd Auditor Reports

To the Members of WILLIAMSON MAGOR & Co. LIMITED Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the accompanying Standalone Financial Statements of Williamson Magor & Co. Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31st March, 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended 31st March, 2024, and notes to the Standalone Financial Statements, including a summary of material accounting policy information and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the matters described in the Basis for Qualified Opinion section ofour Report, theaforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (" theAct") in the mannerso required andgivea trueandfairview, in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act and other principles generally accepted in India of the state of affairs of the Company as at 31st March, 2024, its loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

a. Non-recognition of Interest Expense

We draw attention to Note 47 of the Standalone Financial Statement relating to non-recognition of interest expense on secured borrowings from financial institutions 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 period given hereunder:

Sl.No. NameoftheSecuredLender	Period for which interest has not been provided for
1. InCred Financial Services Limited (formerly KKR India Financial Services Private Limited)	From August, 2019 upto March, 2024
2. HDFCBankLimited	From April, 2021 upto March, 2024

Further, interest expense on inter-corporate borrowings amounting to Rs. 4,24,354 thousand for Inter-corporate borrowings for the year ended 31st March, 2024 has not been recognised by the Company. As a result, finance cost and liability on account of interest to that extent are understated and Total Comprehensive Income is overstated.

This constitutes a departure from the requirements of Indian Accounting Standard 109 "Financial Instruments".

b. Default in repayment of principal and interest

We draw attention to Note 48 of the Standalone Financial Statement with respect to default in repayment of Principal and Interest on Non-Convertible Debentures issued to IL&FS Financial Services Limited and subsequent settlement agreed upon. In earlier years, Security provided by the Company by way of mortgage/pledge of certain properties with the Debenture Trustee against issue of above debentures have been invoked bythe Debenture Trusteefrom time to time.

The Management has ascertained and decided to adjust disposal proceeds and payment made as per the settlement agreement from the outstanding value of debentures and estimated interest as per the repayment schedule. We are unable to ascertain the effect of the sameasofnow.

c. Recognition of Deferred Tax Assets

We draw attention to Note 31 of the Standalone Financial Statements where the Management has considered recognition of deferred tax assets amounting to Rs.9,01,327 thousand as at 31st March, 2024 assuming virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such assets can be realised.

Considering the managements assessment of going concern assumption in the Standalone Financial Statements, the condition of reasonable certainty for recognizing the deferred tax assets as per Ind AS 12 "Income Taxes" has not been met. Consequently, deferred tax assets are overstated and total comprehensive profit for the year ended 31st March, 2024 is overstated to that extent.

d. Balances of receivables, unsecured and secured loan creditors and their balance confirmations.

We draw attention to Note 33 to the Standalone Financial Statements with respect to certain balances, relating to trade and other receivables and liabilities including those payable to loan creditors lacking reconciliation and confirmation. Adjustments/impact in this respect are currently not ascertainable and as such cannot be commented upon by us.

e. Material uncertainty related to Going Concern

We draw attention to Note 46 ofthe Standalone Financial Statements with respect to material uncertainty related to Going Concern. TheCompanyhas defaulted in repaymentofborrowings to its financial institutional lendersand others. In view ofthe Management, the Company will be able to improve its net working capital position to discharge its current and non-current financial obligations. However, in view ofthe 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 of Financial Statements".

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("the Act").Ourresponsibilities underthose Standardsarefurtherdescribed in theAuditors Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the InstituteofChartered Accountants of India ("ICAI") togetherwith the ethical requirements thatare relevanttoouraudit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

KeyAudit Matters

Key audit matters are those matters that in our professional judgement were of most significance in our audit ofthe Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in ourreport.

Serial No. Key Audit Matters	Auditors Responses to Key Audit Matters
1. Valuation of unquoted financial assets held at fairvalue	Principal Audit Procedures:
	o Assessed the valuation methodologies including evaluation of independent external valuers competence, capability and objectivity.
The valuation ofthe Companys unquoted financial assets held at fair value is a key audit matter due to the significance of the amount and complexity involved in the valuation process. Management makes significant judgements because of the complexity of the techniques and assumptions used in valuing some ofthe level 3 investment securities given the limited external evidence and unobservable market data available to support the Companys valuations.	o Assessed the reasonableness of key assumptions based on our knowledge ofthe business and industry.
	o Checked, on a sample basis, the accuracy and relevanceoftheinputdata used.
2. Impairment loss allowances for loans and advances	We started our audit procedures with the understanding ofthe internal control environment related to Impairment loss allowance. Our procedures over internal controls focused on recognition and measurement of impairment loss allowance. We assessed the design and tested the operating effectiveness of the selected key controls implemented by the Company.
Impairment loss allowance of loans and advances ("Impairment loss allowance") is a key audit matter as the company has significant credit risk exposure. The value of loans and advances on the Standalone Balance Sheet is significant and there is a high degree of complexity and judgment involved for the company in estimating individual and collective credit impairment provisions and write-offs against these loans. The companys model to calculate expected credit loss ("ECL") is inherently complex and judgment is applied in determining the three- stage impairment model ("ECL Model"), including the selection and input of forward-looking information. ECL provision calculations require the use of large volumes of data. The completeness and reliability of data can significantly impact the accuracy of the modelled impairment provisions. The accuracy of data flows and the implementation of related controls are critical for the integrity of the estimated impairment provisions.	We also assessed whether the impairment methodology used by the company is in line with the requirements of Ind AS 109, "Financial Instruments". More particularly, we assessed the approach ofthe company regarding the definition of default, Probability of Default, Loss Giving Default and incorporation of forward-looking information for the calculation of ECL.
	For loans and advances which are assessed for impairment on a portfolio basis, we performed particularly the following procedures:
	o tested the reliability of key data inputs and related management controls;
	o checked the stage classification as at the Standalone Balance Sheet date as per definition of default;
	o calculated the ECL provision manuallyforaselected sample;and
	o assessed the assumptions made by the company in making accelerated provision, considering forward looking information and based on the status of a particular industry as on the reporting date.

Emphasisof Matter

a) We draw attention to Note 43 to the Standalone Financial Statements stating that the registration of the company as a Non- Banking Finance Company stands cancelled by the Reserve Bank of India due to erosion of its net worth.

b) We draw attention to Note 50 to 54 to the Standalone Financial Statements detailing the settlement agreements entered by the Companywith variousfinancial creditors during theyearended 31st March, 2024.

c) We draw attention to Note 55 to the Standalone Financial Statements regarding claims filed against McNally Bharat Engineering Company Limited and provision made thereagainst.

Ouropinion is not modified in respectofthis matter.

Information Other than the Standalone Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Financial Performance highlights, Boards Report including Annexure to Boards Report, Management Discussions and Analysis, Business Responsibility Report, Shareholders Information and other information in the Integrated Annual Report but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit ofthe Standalone Financial Statements, our responsibility is to read the other information as identified above when it becomes available, and in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on theworkwe have performed on theotherinformation that we obtained priorto the date ofauditors report,we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.

When we read the other information, which we will obtain after the date of auditors report and if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged With Governance for the Standalone Financial Statements

TheCompanys Board ofDirectors is responsibleforthe matters stated in Section 134(5) oftheAct with respectto the preparation ofthese Standalone Financial Statements that giveatrueandfairviewofthefinancial position, financial performance including total comprehensive profit, changes in equityand cash flows oftheCompanyin accordancewith theaccounting principles generallyaccepted in India, including the Indian Accounting Standards (Ind AS) specified underSection 133 ofthe Act. This responsibilityalso includes maintenance ofadequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management is responsible for assessing the Companys ability to continue as a going concern,disclosing,asapplicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements:

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese Standalone Financial Statements.

As partofan audit in accordance with SAs, we exercise professionaljudgementand maintain professional skepticism throughout theaudit. Wealso:

o Identify and assessthe risks ofmaterial misstatement oftheStandalone Financial Statements,whetherdueto fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

o Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controlswith reference to financial statements in place and theoperating effectiveness ofsuch controls.

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors

o Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors Report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

o Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and, where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our Auditors Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.

Report on Other Legal and Regulatory Requirements

1. As required bytheCompanies (Auditors Report) Order, 2020 ("theOrder") issued by theCentral Governmentoflndia in terms ofsub- section (11) ofsection 143 oftheAct, wegive in the Annexure- A, astatementon the matters specified in paragraphs 3 and4ofthe Order to the extent applicable.

2. Asrequiredbysection 143(3)oftheAct,wereportthat:

a) We have sought and except for the effects/ possible effects of the matters described in Basis for Qualified Opinion Section above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes ofouraudit;

b) in our opinion, except for the effects/ possible effects of the matters described in Basis for Qualified Opinion Section above, proper books ofaccountas required bylaw have been kept bytheCompanysofaras itappearsfrom ourexamination ofthose books;

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books ofaccount.

d) Subject to the matters specified in qualified opinion section of our report, in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis ofthe information receivedfrom theCompany, thefollowing directors aredisqualified w.e.f30th September, 2022 as persection 164(2)(b) ofCompanies Act, 2013:

o Mr. Chandhan Mitra (DIN: 09069336) o Mr. Lakshman Singh (DIN: 00027522) o Mr. Debashis Lahiri (DIN:09451354)

o Ms. Lyla Cherian (DIN: 09452847)

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness ofsuch controls, referto ourseparate report in "Annexure B";

g) With respect to the matters to be included in the Auditors Report in accordance with the requirements ofsection 197(16) of the Act (as amended), the Company has neither paid nor provided for any remuneration to its directors during the year.

h) with respectto theothermattersto beincluded in the Auditors Report in accordancewith Rule 11 ofthe Companies (Auditand

Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. except for the possible effects ofthe matter described in the Basis for Qualified Opinion section of our Report, the Company hasdisclosed the impact ofpending litigationsas at31st March, 2024on its financial position in the Financial Statements. (Refer Note 30 to the Financial Statements).

ii. the Company did not have any material foreseeable losses on long-term contracts including derivative contracts, and

iii. there were no amounts due which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) the management has represented that, to the best of its knowledge and belief, and as disclosed in Note No. 60(g)(i), no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, securityorthe likeon behalfofthe Ultimate Beneficiaries.

b) the management has represented that, to the best of its knowledge and belief, and as disclosed in Note No. 60(g)(ii), no funds (which are material either individually or in the aggregate) has been received by the Company from any other person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend to or invest in any other persons or entities identified in any manner whatsoever by or on behalfofthe Funding Parties ("Ultimate Beneficiaries") or provide any guarantee,securityor the likeon behalfofthe Ultimate Beneficiaries.

c) based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v) The company has neither declared nor paid any dividend during the year.

vi) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the yearended31st March, 2024 for all relevanttransactions recorded in the software. Further,during thecourseofouraudit we did not comeacross anyinstance ofaudit trail feature being tampered with. As proviso to Rule 3(1) oftheCompanies (Accounts) Rules, 2014is applicablefrom April 1,2023, reporting under Rule 11(g) oftheCompanies (Auditand Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the yearended 31st March, 2024.

	For V.SINGHI& ASSOCIATES
	Chartered Accountants
	Firm Registration No.:311017E
	(A. Sengupta)
	Partner
	Membership No:051371
	UDIN: 24051371BKFAFP4067
Place: Kolkata
Date: 27th May, 2024

Annexure - A to the Independent Auditors Report

(Referred to in paragraph-1 under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of

Williamson Magor&Co. Limited on theStandalone Financial Statementsfortheyearended31st March, 2024).

i. In respect oftheCompanys Property, Plantand Equipmentand Intangible Assets:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of

Property, Plant and Equipment.

(B) The Company does not have any intangible assets as at 31st March, 2024. Accordingly, Clause 3 (i)(a)(B) of the Order is notapplicable.

(b) As explained to us, Property, Plant and Equipment have been physically verified by the management at reasonable intervals. In the absence of evidence for physical verification we are unable to comment whether material discrepancies exists.

(c) According to the information and explanations given to us and on the basis of our examination of the records provided to us, we report that, the title deeds ofall the immovable properties disclosed in the financial statements are held in the name ofthe Company.

(d) The Company has not revalued its Property, Plant and Equipment or intangible assets or both during the year.

(e) According to the information and explanations given to us and represented by the management, no proceedings have been initiated during the year or are pending against the Company as at 31st March, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and the rules made thereunder. Accordingly, further reporting under clause 3(i)(e) ofthe Order is not applicable to the Company.

ii. In respect oftheCompanys Property, Plantand Equipmentand IntangibleAssets:

a) The Companys nature ofoperations does not require it to hold any item of inventories. Accordingly, clause 3(ii)(a) of the Order is notapplicable.

b) The Company has not been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii. TheCompanyhas made investments in companies,during theyear, in respect ofwhich:

a) As the companys principal business is to give loans, reporting under clause 3 (iii) (a) (A) and (B) of the Order is not applicable.

b) In ouropinion,the investments made,guarantees provided, securitygiven and thetermsand conditionsofthegrantofall loans and advances in the nature of loans and guarantees provided are, prima facie, not prejudicial to the Companys interest.

c) According to the information and explanations given to us and on the basis of our examination of the records provided to us, the schedule of repayment of principal and payment of interest is not being stipulated and we are unable to make specific comment on the regularity of repayment of principal and payment of interest.

d) There is an overdue amount remaining outstanding as at the balance sheet date. The total amount overdue for more than 90 days is stated below:

No. of Cases	Principal amount overdue	Interest Overdue	Total Overdue
12	39,22,107	4,68,652	43,90,759

The management has taken necessary reasonable steps to recover the principal and interest amount.

e) As thecompanys principal business istogive loans and advances, reporting underclause3(iii) (e) oftheOrderis notapplicable.

f) The Company has granted loansor advances inthenatureofloans to related parties as defined inclause(76) of section 2of the Act which are either repayable on demand or given without specifying any terms or period of repayment during the year. The aggregate amount of loan or advances granted is as stated below:

	All Parties	Promoters	Related Parties
Aggregate Amount of loans/advance in nature of loans - Repayble on demand(A)	-	-	-
- Agreement does not specify any terms or period of repayment(B)	Rs. 38,44,961	-	Rs. 57,415
Total (A+B)	Rs. 38,44,961	-	Rs. 57,415
Percentage of loans/advances in nature of loans to thetotal loans	-	-	1.49%

The Company has not provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties.

iv. According to the information and explanationsgiven to us and on the basisofourexamination ofrecordsoftheCompany, in respect ofinvestment madeand loans, guaranteesand securitygiven by the Company, in ouropinion the provisions ofsections 185 and 186 ofthe Act, have been complied with.

v. According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits in terms of directives issued by Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions ofthe Companies Actand the rulesframed thereunderto theextent notified.Accordingly, Clause3 (v) oftheOrder is not applicable.

vi. According to the information and explanations given to us, the maintenance of cost records has not been specified by the Central Government under sub-section (1) ofsection 148oftheCompaniesAct, 2013forthe businessactivitiescarried out by theCompany. Accordingly,Clause3 (vi) ofthe Order is not applicable.

vii. (a) The Company is regular in depositing its undisputed statutory dues as applicable to it with the appropriate authorities. However, following are the arrears of outstanding statutory dues as on 31st March, 2024 for a period of more than six months from the date theybecame payable:

Nameofthe Statute	Nature of Dues	Amount (Rs.)	Period to which the amount relates	Due Date
Income TaxAct, 1961	Tax Deducted at Source	1	Earlier Years
		2	September 2021	7th October, 2021
		13	April 2023	7th May, 2023
		53	May 2023	7th June, 2023
		34	June 2023	7th July, 2023
		110	July 2023	7th August, 2023
		87	August 2023	7th September, 2023
Goods & Services Tax	Outward Tax Liability	1 ,566	June 2023	20th July, 2023
		809	July 2023	20th August, 2023
		68	August 2023	20th September, 2023

(b) According to the information and explanations given to us, the Company has not deposited the following disputed dues with the appropriate authorities:

Nameofthe Statute	Nature of Dues	Amount(Rs.in thousands)	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Interest on Duty of Excise	711	1987-1988	Honble High Court of Chennai
FinanceAct, 1994	Service tax penaltyand interest thereon	11,931 and interest thereon	2004-05 and 2005-06	Customs, Excise and Service Tax AppellateTribunal, EastZonal Bench, Kolkata

viii. According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transaction, previously unrecorded as income in the books of account, in the tax assessment underthe Income TaxAct, 1961. Accordingly,clause3 (viii) oftheOrder is not applicable.

ix. (a) In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of borrowings and in the payment of interest to Financial institutions during the year ended on 31st March, 2024. The details of such defaultsareasunder:

Nature of Borrowings	Nameof Lender	Amount not paid on duedate (Rs. in thousand)	Whether Principal or interest	No. of days delayor unpaid since	Remarks
Term Loan	Housing Development & Finance Corporation Limited	6,47,832	Principal	912	Under Dispute
Term Loan	KKR India Financial Services Private Limited	10,00,000	Principal	912	Under Dispute
Other Payable	Kotak Mahindra Bank Limited	15,000	Principal	1	Default

(b) According to the information and explanation given to us, and based on our examination, the Company is not declared as wilful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanation given to us, and based on our examination, the Company had taken term loans which were applied for the purpose for which the loans were obtained.

(d) According to the information and explanation given to us, and based on our examination, the Company has not raised anyfunds on short term basis which have been utilized for long term purposes.

(e) According to the information and explanation given to us, and based on our examination, the Company has not taken anyfunds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Hence, reporting under Clause 3(ix)(e) ofthe order is not applicable.

(f) According to the information and explanation given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries,jointventures orassociate companies.

x. (a) According to the information and explanations given to us and based on our examination of the books and records, we report thattheCompanyhas not raised any moneyby way ofinitial public offerorfurther public offer (including debt instruments) during theyearand hence reporting underclause3(x)(a) oftheorder is notapplicable.

(b) According to the information and explanations given to us and based on our examination of the books and records, we report that the company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence, reporting under clause 3 (x) (b) of the order is not applicable.

xi. (a) According to the information and explanations given to us and as represented by the Management and based on our examination ofbooks and records ofthe companyand in accordance with generallyaccepted auditing practices, nofraud by the Companyorno material fraud on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 ofthe Companies Act has been filed in Form ADT-4as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year and up to the date of this report.

c) According to the information and explanation given to us, no whistle blower complaint has been received during the year by the company.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3 (xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination ofthe books and records ofthe Company, we report thatthe transactionswith the related parties arein compliancewith Sections 177 and 188 oftheAct whereapplicableand details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

xiv. (a) According to the information and explanations given to us and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The reports of the Internal Auditors for the period under audit were considered by us in determining the nature, timing and extent ofouraudit procedures.

xv. According to the information and explanations given to us and based on our examination ofthe books and records, we report that the Company has not entered into any non-cash transactions with directors or persons connected with them during the year. Accordingly,clause3(xv) oftheOrderis notapplicable.

xvi. (a) The Company is required to get registered under section 45-IA ofthe Reserve Bank of India Act, 1934, however the companys certificate of registration has been cancelled during the year by the Reserve Bank of India.

(b) The Company has conducted Non-Banking Financial activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the RBI Act, 1934.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Hence, reporting underclause3 (xvi) (c) oftheOrder is notapplicable.

(d) In our opinion, and accordingly to the information given to us, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3 (xvi) (d) of the Order is notapplicable.

xvii. According to the information and explanations given to us and based on our examination, the Company has incurred cash losses of Rs. 1,04,730 thousand during the financial yearand no cash loss in the precedingfinancial year.

xviii. There has been no resignation ofthestatutoryauditors oftheCompanyduring theyear.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledgeofthe Board of Directors and management plansand based on ourexamination weareoftheview that therearecertain eventsand conditions that exist which indicate material uncertainty and casta significant doubt on thecompanysabilityto continue as a going concern and thecompanywill not becapableof meeting its liabilities existing at 31st March, 2024as and when theyfall due within the period ofoneyearfrom the above said date.

xx. (a) According to the information and explanations given to us, the company is not required to make any Corporate Social Responsibility (CSR) expenditure under Section 135 of the said Act. Hence, reporting under clause 3 (xx) (a) and (b) of the Order is not applicable for the year.

	For V.SINGHI& ASSOCIATES
	Chartered Accountants
	Firm Registration No.:311017E
	(A. Sengupta)
	Partner
	Membership No:051371
	UDIN: 24051371BKFAFP4067
Place: Kolkata
Date: 27th May, 2024

Annexure - B to the Independent Auditors Report

(Referred to in paragraph-2(f) under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of Williamson Magor&Co. Limited on theStandalone Financial Statementsfortheyearended31st March, 2024).

Report on the Internal Financial Controlswith reference to the aforesaid Standalone Financial Statements under Clause (i) ofSub- section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to the financial statements of Williamson Magor & Co. Limited ("the Company") as of 31st March, 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibilityfor Internal Financial Controls

The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the orderlyand efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements both applicable to an audit of Internal Financial Controlsand, both issued by the Institute ofChartered Accountants of India. Those Standardsand theGuidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and whether such controls operated effectively in all material respects.

Ouraudit involves performing procedures to obtain audit evidenceabout theadequacyofthe internal financial controlswith reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions ofthe assets of the company;(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures ofthe Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because ofthe inherent limitations of internal financial controlswith reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanation given to us and based on our audit, the following material weakness have been identified in the Investment Companys internal financial controls over financial reporting with reference to Financial Statement as at 31st March, 2024.

o The Company did not have an appropriate internal control system in relation to the granting of loans and advances /other advances to promoter group companies and other companies, including ascertaining economic substance and business rationale of the transaction, establishing segregation of duties and determining credentials of the counter parties.

o With respect to Inter-Corporate Deposits (ICD), the Company did not have appropriate system to evaluate the credit worthiness ofthe partiesand recoverabilityofmoniesgiven including interestthereon.

o Certain individual details of debit and credit balances andreconciliation thereof with control balances of receivable/payable were not available. IT Control systems and procedures needs strengthening in terms of framework for Internal Control over financial reporting with reference to financial statements taking into account related controls and procedures as stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India so that to facilitate required reconciliations and provide details for documentation with respect to internal financial controls in the respective areas.

o Supporting audit evidence with respect to certain Inter Corporate Deposits (ICDs), Short-term Borrowings and Advances for repayment/adjustment by lenders to determine the basis and terms and conditions were not available.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting with reference to financial statements, such that there isareasonable possibility thatamaterial misstatement ofthecompanysannual orinterimfinancial statements will not be prevented or detected on a timely basis.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the effects/possible effects ofthe material weaknesses described in Basis for Qualified Opinion Section above on the achievement ofthe objectives ofthe control criteria, the Company has maintained, in all material respects, adequate and effective internal financial controls with reference to the financial statements as of31st March, 2024, based on the internal control overfinancial reporting criteria established by the Companyconsidering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For V.SINGHI& ASSOCIATES
	Chartered Accountants
	Firm Registration No.:311017E
	(A. Sengupta)
	Partner
	Membership No:051371
	UDIN: 24051371BKFAFP4067
Place: Kolkata
Date: 27th May, 2024