Williamson Magor & Company Ltd Directors Report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025

The Directors present the Annual Report with the Audited Financial Statements of your Company for the year ended 31st March, 2025.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March 2025 are summarized below: ( Rs. 000)

	2024- 25	2023- 24
Revenue from Operations	28,549	28,899
Other Income	4,46,920	28,796
Total Revenue	4,75,469	57,695
Profit/(Loss) before Finance Costs, Depreciation and Exceptional Items and Taxation	(22,85,783)	(3,63,666)
Less: Finance Costs	12,897	30,255
Less: Depreciation and Amortization Expenses	16	28
Less: Provision for Doubtful Assets	27,15,341	-
Profit/(Loss) before Exceptional Items and Tax	(22,98,696)	(3,93,949)
Less: Exceptional Items	-	-
Profit/(Loss) before tax	(22,98,696)	(3,93,949)
Tax Expenses
Current Tax	-	-
Deferred Tax	(4,84,798)	(14,756)
Profit/(Loss) for the year	(18,13,898)	(3,79,192)

OPERATIONS

During the year under review, the total revenue earned by the Company was much higher at Rs. 47.55 crores as against 5.77 crores earned in the previous year. While the finance costs during the year much lower to Rs. 1.29 crores as against Rs. 3.02 crores incurred in the previous year which is mainly due to reduction of interest on intercorporate borrowings to Rs 1.02 crores as against Rs 2.53 crores incurred in previous year. In view of the above, mainly due to provision for doubtful assets created Rs 271.53 crores, the net loss of your Company during the year at Rs. 181.39 crores against loss of Rs. 37.92 crores in the previous year.

SHARE CAPITAL

The Authorised Share Capital of your Company as on March 31, 2025, stood at Rs. 25,00,00,000 divided into 2,37,50,000 Equity Shares of Face Value Rs.10/- each and 1,25,000 Preference Shares of Rs. 100/- each. The Issued, Subscribed and the Paid-Up Equity Share Capital of the Company stood at Rs. 10,95,63,600 divided into 1,09,56,360 Equity Shares of Face Value Rs.10/- each. There has been no change in the Share Capital of the Company during the period under review.

DIVIDEND

On account of the accumulated loss, your Directors regret their inability to recommend any dividend for the year under review.

RESERVES

The Board has not transferred any amount to the General Reserve for the year ended 31st March, 2025 due to losses incurred.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure I and forms part of this Report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiaries. However, the Company had two associate companies

and one joint venture company as follows:-

Majerhat Estates & Developers Limited ?€“ Associate Company

Williamson Financial Services Limited - Associate Company

D1 Williamson Magor Bio Fuel Limited - Joint Venture Company

D1 WILLIAMSON MAGOR BIO FUEL LIMITED

The operation of D1 Williamson Magor Bio Fuel Limited (D1WML) being un-economical, D1WML has suspended all its projects in view of which the Company has made provision in its Account against its entire investment in D1WML.

CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

As required under Section 129(3) of the Companies Act, 2013, Consolidated Financial Statements of the Company, its two Associate Companies and one Joint Venture Company as mentioned above prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the Auditors Report on the Consolidated Financial Statements are appended in the Annual Report.

A statement containing the salient features of the financial statements of the Companys aforesaid two Associate Companies and one Joint Venture Company pursuant to the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 prepared in Form AOC-1 is attached to the financial statements of the Company for your information.

DEPOSIT

The Company neither invited nor accepted any deposit from the public during the financial year 2024-25. No amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

DEBENTURE AND DEBENTURE TRUSTEES

The Company had allotted 1000 Secured, Redeemable, Non ?€“ Convertible Debentures of Rs. 10,00,000/- each at par on 4th October 2018 to the following:

5 Secured, Redeemable, Freely Transferable, Non ?€“ Convertible Debentures with a face value of Rs. 10,00,000/- each on a private placement basis to IL&FS Financial Services Limited and;

995 Secured, Redeemable, Freely Transferable, Non ?€“ Convertible Debentures with a face value of Rs. 10,00,000/- each on a private placement basis to IL&FS Infrastructure Debt Fund.

The Company and IL&FS Infrastructure Debt Fund ("IDF"), IL&FS Infra Asset Management Limited and others had entered into a settlement agreement dated 5th May, 2023 to amicably settle the disputes inter-alia relating to default in payment obligations of 995 Secured, Redeemable, Non-convertible Debentures (NCDs) of Face Value of Rs 10,00,000/- each.

The Company had appointed a debenture trustee for the aforesaid transaction. The detail of debenture trustee is given below:

Vistra ITCL (India) Limited

The IL&FS Financial Centre, Plot C-22 / G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400051. Tel: 022- 26593535.

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 difference 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.

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

There are no material changes or commitments that have occurred between the end of the financial year and the date of this Report.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place a satisfactory internal control system to ensure proper recording of financial and operational information and to exercise proper and timely compliance of all regulatory and statutory compliances as applicable to the Company.

The Internal Audit of the various operations of the Company is periodically conducted by an outside agency which submits its report to the Audit Committee of the Board of Directors of the Company. The Audit Committee takes the same into consideration for the purpose of evaluation of Internal Financial Controls in the Company.

The Company has in place a process to inform the Board 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, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company. Committee of the Board of Directors of the Company monitors and

reviews the risks associated with the Companys business operations and manages them effectively in accordance with the risk management system of the Company. However, the Board has constituted Risk Management Committee for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. As on 31st March, 2025, the Committee comprises of Mr. Debasish Lahiri, Mr. Lakshman Singh and Mr. Chandan Mitra. Mr. Debasish Lahiri was the Chairman of the Committee.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement under section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, If any;

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 affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

the Directors had prepared the annual accounts on a going concern basis;

the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

the Directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS

During the year ended 31st March 2025, Four Board Meetings were held as follows, the details of which are given in the Corporate Governance Report:

27th May 2024, 13th August 2024, 12th November 2024 and 14th February 2025.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year, a separate meeting of the Independent Directors was held on 12th February 2025 in terms of requirements of Schedule IV of the Companies Act, 2013, without the attendance of non-independent directors and members of management. The evaluation process prescribed in paragraph VII of Schedule IV to the Act was carried out at the said Meeting.

REPORT ON CORPORATE GOVERNANCE

In terms of requirements of Regulation 34(3) of the Listing Regulations, a Report on Corporate Governance and the Auditors Certificate regarding Compliance to Corporate Governance requirement are attached as Annexure II and Annexure III respectively and form part of this Report.

BOARD EVALUATION

Pursuant to provision of the Act and the Listing Regulation and based on Policy devised by the Nomination and Remuneration Committee (NRC), the formal evaluation of the performance of the Independent Directors, Non ?€“ Independent Directors, Chairperson and the Board of Directors as a whole and all Board Committees was carried out by the Board at its meeting held on 14th February 2025 for the financial year ended 31st March, 2025 in accordance with the relevant provisions of Section 134 of the Act read with the Rule related thereto and Section 178 of the Act and Schedule IV to the Act and also in accordance with the guidance note issued by the Securities and Exchange Board of India (SEBI) vide its circular No. SEBI/HO/CFD/CIR/P/2017/004 dated 5th January, 2017 and the same was found to be satisfactory.

The Board performance was evaluated based on inputs received from all Directors after considering criteria such as Board Composition and structure, effectiveness of Board and information provided to the Board etc.

The performance of the committees was evaluated by the Board of the Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings etc.

BOARD OF DIRECTORS

The Board of Directors of the Company comprised of 6 Directors as on 31st March 2025 of whom two are Independent Directors including two Woman Directors.

During the year under review, Mrs Ishita Ray (DIN: 10342735), Non-Executive Director resigned from the Board w.e.f. 4th April, 2024. Mr Bharat Bhatt (DIN: 10330991), Non-Executive Independent Director resigned from the Board w.e.f. 5th April, 2024. Mr Sukesh Dolui (DIN: 10511602) was appointed as Non-Executive Director w.e.f. 3rd April, 2024 and resigned from the Board w.e.f. 2nd October, 2024. Mr. Tabrez Ahmed (DIN: 10570558) was appointed as Non-Executive Independent Director w.e.f. 3rd April, 2024 and resigned from the Board w.e.f. 2nd October, 2024. Mr Suvrakanta Mukhopadhyay (DIN: 10506630) was appointed as Non-Executive Director w.e.f. 2nd October, 2024 and resigned from the Board w.e.f. 28th March, 2025. Mr. Bhaskar Chandra Chandra (DIN: 10791250) was appointed as Non-Executive Independent Director w.e.f. 2nd October, 2024 and resigned from the Board w.e.f. 22nd October, 2024. Mr. Tapas Guha (DIN: 10812348) was appointed as Non-Executive Independent Director w.e.f. 21st October, 2024 and resigned from the Board w.e.f. 28th March, 2025. Mrs. Lopamudra Chatterjee (DIN: 10818895) appointed as Non-Executive Director w.e.f. 25th March, 2025 and Mr Ashim Kumar Mookherjee (DIN: 10890238) appointed as Non-Executive Independent Director w.e.f. 25th March, 2025. The approval of the shareholders towards such appointments were obtained by way of postal ballot notice dated 27th May, 2024, 12th November, 2024 and 4th April, 2025.

After the closure of the financial year Mr Amit Dey (DIN: 10711536) was appointed as Non-Executive Directors w.e.f 29th July, 2025 and Mr Debasish Lahiri (DIN: 09451354) resigned from the Board w.e.f. 29th July, 2025. Mrs Sonali Datta Sarkar (DIN: 10078851) was appointed as Non-Executive Directors w.e.f 13th August, 2025 and Mr Tabrez Ahmed (DIN: 10570558) was also appointed as Non-Executive Independent Director w.e.f. 13th August, 2025.

In accordance with provisions of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013 (the Act), Mrs. Lopamudra Chatterjee (DIN: 10818895) will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

A certificate of Non-Disqualification of Directors furnished by M/s. Vidhya Baid & Co., Company Secretaries as required under Regulation 34(3) read with Schedule V Para C sub-clause 10(i) of SEBI (LODR) Regulations, 2015 is Annexed as Annexure IV.

All the Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in terms of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that all of them fulfill all the conditions specified in the Act making them eligible to continue to act as Independent Directors of the Company.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

All the Directors and the Key Managerial Personnel of the Company as mentioned hereunder have confirmed compliance with the Code of Conduct as applicable to them and there are no other employees in the senior category.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, following are the key managerial personnel of the Company:

Mr Sudipta Chakraborty, Manager and Chief Financial Officer of the Company.

Mr Sk Javed Akhtar, Company Secretary & Compliance Officer of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD

As on 31st March 2025, the Board had three committees namely Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. All the Committees consist of optimum number of independent directors.

During the year there was no instances where the Board of Directors of the Company had not accepted any recommendation of the Committees.

A detailed note on the Composition of the Committees is provided in the Corporate Governance Report.

AUDIT COMMITTEE

As on 31st March 2025, the Audit Committee of the Board of Directors of the Company consisted of Mr. Ashim Kumar Mookherjee and Ms. Lyla Cherian, Non ?€“ Executive Independent Directors and Mr. Chandan Mitra, Non ?€“ Executive Non ?€“ Independent Director. Mr. Ashim Kumar Mookherjee is the Chairperson of the Committee.

All Members of the Committee possess strong knowledge of accounting and financial management. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit

observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. During the year ended 31st March, 2025 there were no instance where the Board of Directors of the Company had not accepted the recommendations of the Audit Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism/whistle blower policy the details of which are available on the Companys website www.wmtea.com. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS

The particulars required to be furnished in this regard are given in the terms of reference of the Nomination and Remuneration Committee as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations as mentioned in the attached Report on Corporate Governance and also in the Remuneration Policy of the Company attached as Annexure V to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are disclosed in the notes to the financial statements for the year ended 31st March, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no material significant transaction with the related party made by the Company during the year 2024- 25.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to your Company.

The Company has formulated a Related Party Transaction Policy and the same is disclosed on the website of the Company and can be accessed at www.wmtea.com.

STATUTORY AUDITORS

M/s V. Singhi & Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed at the Seventy First Annual General Meeting of the Company held on 20th September, 2022 to hold office till the conclusion of the Seventy Sixth Annual General Meeting of the Company to be held in the year 2027.

STATUTORY AUDIT REPORT

In the Auditors Report dated 28th May, 2025, the Auditors have given Qualified Opinion in relation to the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2025. The basis for qualified opinion and Boards response in relation to the said opinion are as under:-

Sl. No.	Audit Qualification	Management\u2019s Response
(a)	Non-recognition of Interest Expense The Auditor drawn 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:	As the Company is under re-structuring process and is in continuous dialogue with the lenders with regard to it, the Board of Directors has decided not to recognize interest expense on its borrowings for the current period in the Audited Financial Results as the same is unascertainable at present.
	Interest expense on unsecured inter-corporate borrowings amounting to Rs. 4,64,188 thousand for the year ended 31st March, 2025 including Rs. 1,06,766 thousand for the quarter ended on that date has not been recognised by the Company. As a result, finance cost, liability on account of interest and total Comprehensive loss is understated to that extent. Further, penal/compound interest and other adjustments in respect of borrowings have not been recognised and amount payable to the lenders and other parties in this respect are lacking confirmation from respective parties and consequential reconciliation. Pending final determination of amounts with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be commented upon by us. This constitutes a departure from the requirements of Indian Accounting Standard 109 \u201cFinancial Instruments\u201d and accrual basis of accounting.
(b)	Default in repayment of principal and interest The Auditor drawn 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 by the Debenture Trustee from 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 same as of now due to the lack of requisite confirmations and pending reconciliations.	The company and IL&FS Infrastructure Debt Fund (IDF) and IL&FS Infra Asset Management Limited have entered into a settlement agreement dated 05th May, 2023 for settlement of Debt. Pursuant to the agreement entered, the claim made by them have been settled during the year ended 31st March 2024 and the Land owned by another company has been acquired by Vistra (ITCL) India Limited - Security Trustee under SARFESI Acquisition Act, 2002. In terms of the settlement agreement, no claim lies against and the company\u2019s obligation have been fully absolved.
(c)	Default in payment of interest and repayment of principal of secured and unsecured loans The Auditor drawn attention to Note No 47(c), 47(d), 52, 53 and 54 of the Financial Statement with respect to default in payment of interest and repayment of principal of Loan borrowed from secured and unsecured lenders of the Company.	The company is in dialogue with the lenders for settlement of their dues. Hence the amount is not ascertainable, so the same has not been paid. The cases where we have ascertained the amount, those are being paid by the company either partly or fully.
(d)	Recognition of Deferred Tax Assets The Auditor drawn attention to Note 31 (c) of the Standalone Financial Statements where the Management has considered recognition of deferred tax assets amounting to Rs. 14,03,564 thousand as at 31st March, 2025 assuming virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such assets can be realised. Considering the management\u2019s 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 \u201cIncome Taxes\u201d has not been met. Consequently, deferred tax assets are overstated and total comprehensive loss for the year ended 31st March, 2025 is understated to that extent.	The Company is taking all measure to recuperate by interalia, recovering its loans and Interest from its borrower and achieve to the extent possible the reversal of the NPA and entering into One Time Settlements (OTS) with its lenders and generally improving its business conditions etc. Hence the board is of the view, that once the company revives and settle the dues it would be having sufficient profits against which it would be able to utilize the deferred tax assets.
(e)	Balances of receivables, unsecured and secured loan creditors and their balance confirmations. The Auditor drawn attention to Note 33 to the Standalone Financial Statements, relating to trade and other receivables and liabilities including those payable to loan creditors lacking reconciliation and confirmation. Non-determination/ recognition of amount payable in respect of claims pursuant to the undertaking executed between the company and the lenders in respect of certain group companies regarding company\u2019s obligation in respect of the settlement arrived at with corporate lenders. Pending determination of the company\u2019s obligation and finalization of terms and conditions following the agreement arrived at with the parties, adjustments to be made in this respect are currently not ascertainable and as such cannot be commented upon by us.	The Company is in disagreement with regard to interest charged and is in conversation for waiver / reduction of interest. Hence, it is not quantifiable at this point of time. Once it is finalized the balance confirmations can be provided.
(f)	Material Uncertainty related to Going Concern The Auditor drawn attention to Note 46 of the Standalone Financial Statements with respect to 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 Company\u2019s 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 \u201cPresentation of Financial Statements\u201d.	The company is taking all measures to recover its loans from its Borrowers and entering into One Time Settlement (OTS) with its lenders. The company has already entered into settlement with IL& FS, SREI & Kotak Bank. Under such circumstances the company is assured to improve its working and therefore the Going Concern status of the company is not believed to be compromised at this point of time.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Messrs. MKB & Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the year ended 31st March 2025. The Secretarial Auditors Report is attached to this Report as Annexure VI and forms part of the Directors Report.

There are certain qualifications or reservations or adverse remarks made by the Secretarial Auditors in their Report and the response of the Company to the same is as under:-

Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debasish Lahiri and Ms. Lyla Cherian, the directors of the Company have been disqualified to become directors under Section 164(2) of the Companies Act, 2013 with effect from 30th September, 2022.

We would like to state that that Company had failed to redeem its Non-convertible Debentures (NCDs) on due date being 30th September, 2021 and the period of one year expired on 30th September, 2022. Accordingly, Mr. Lakshman Singh, Mr. Chandan Mitra, Mr. Debashish Lahiri and Ms. Lyla Cherian, the directors of the Company have been disqualified to become directors under Section 164(2)(b) of the Companies Act, 2013. However, during the financial year a settlement agreement dated 5th May, 2023 was entered between the Company and IL&FS Infrastructure Debt Fund, IL&FS Infra Asset Management Limited and others.

The Company has appointed Mr. Tabrez Ahmed (DIN: 10570558) and Mr. Tapas Guha (DIN: 10812348) as the Independent Directors of the Company through Ordinary Resolution of the Shareholders of the Company.

We would like to state that the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution and thus the appointment of Mr Tabrez Ahmed and Mr. Tapas Guha as an independent director is deemed to have been passed in compliance of applicable Regulations of SEBI (LODR) Regulations, 2015.

The Shareholding Pattern for the quarter ended June, 2024 has been uploaded on Stock Exchange with a delay of 1 (one) day. The said delay occurred due to non-receipt of Benpos from the Depository. The Depository withheld the Benpos due to non-receipt of its fees.

We would like to state that the default occurred due to non-receipt of Benpose from the Depository. The Depository withheld the Benpose due to non-receipt of its fees.

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.

We would like to state that the Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2022-23 dated July 04, 2022 from the Reserve Bank of India (RBI) for surrender of original certificate of Registration pursuant to an order dated June 29, 2022 passed by RBI for cancellation of certificate of Registration No. N.05.05534 dated March 31, 2003 issued to the Company for Non- Banking Financial Company under Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regard the company filed an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated May 04, 2023.

The Company has filed writ petition dated January 04, 2024 in the Honble High Court of Calcutta against the rejection order of appellate authority.

FRAUD REPORTING BY AUDITORS

During the year under review, no instances of fraud has been reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report neither by the Statutory Auditors nor the Secretarial Auditors.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an Audit of all the applicable compliances as per the SEBI Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been submitted to the Stock Exchanges within the stipulated time pursuant to regulation 24A of SEBI (LODR) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2025 is available on the Companys website on Form_MGT_7_2024-25.pdf (www.wmtea.com)

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135(5) of the Companies Act, 2013, certain class of companies are required to spend at least 2% of Average Net Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Your Company had a net loss of Rs. 181.39 Crores during the financial year ended 31st March, 2025 and there was no Average Net Profit during the above period computed in terms of Section 198 of the Act, and hence the Company was not required to make expenditure in CSR Activities. A report on CSR activities voluntarily undertaken by the Company during the year is attached as Annexure VII.

The Company however, has constituted a CSR Committee and adopted a CSR Policy which can be accessed at www.wmtea.com. The Corporate Social Responsibility Committee of the Board as on 31st March, 2025 consisted of 3 Directors, namely, Mr. Ashim Kumar Mookherjee and Ms. Lyla Cherian, Non ?€“ Executive Independent Directors and Mr. Debasish Lahiri, Non ?€“ Executive Non ?€“ Independent Director. Mr. Ashim Kumar Mookherjee is the Chairperson of the Committee.

PARTICULARS OF EMPLOYEES

The relevant particulars required to be furnished pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 in this regard are attached as Annexure VIII to this Report.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure IX to this Report.

PREVENTION OF INSIDER TRADING

Your Company has adopted and implemented a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. All 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 as per the code. During the year under review there has been due compliance with the code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

However, the Honble High Court at Calcutta vide judgment and order dated 26 February 2021 in I.A. G.A. 1 of 2019 (T.A. No. 12 of 2019/G.A. 2174 of 2019) with C.S. No. 177 of 2019 in IL & FS Financial Services v/s Aditya Khaitan & Ors., has, inter alia, restrained the Company from transferring, alienating or encumbering any of its assets till the disposal of the suit. The commercial suit is presently pending before the High Court. The written statement on behalf of the Company has been filed.

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 was initiated by InCred Financial Services Limited (formerly KKR India Financial Services Limited). The proceedings have been concluded, and the matter is reserved for passing award. In the meantime, parties have been given liberty to apprise the Tribunal of any settlement if arrived in the meantime.

The Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2022-23 dated July 04, 2022 from the Reserve Bank of India (RBI) for surrender of original certificate of Registration pursuant to an order dated June 29, 2022 passed by RBI for cancellation of certificate of Registration No. N.05.05534 dated March 31, 2003 issued to the Company for Non- Banking Financial Company under Section 45-IA(6) of the Reserve Bank of India Act, 1934. In this regard the company filed an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated May 04, 2023.

The Company has filed writ petition dated January 04, 2024 in the Honble High Court of Calcutta against the rejection order of appellate authority.

Members attention is also invited to Notes on Contingent Liabilities, in the notes forming part of the Financial Statements.

Since the Financial Year 2018-19 the Companys economic health declined due to a great portion of its Loan Assets turning into Non Performing Assets (NPA) as per the norms of the RBI. Further, the Company had provided security in respect of the borrowing of some of its Group Companies (the Borrowers) by pledging a lot of the Companys investments in Shares in companies (the Shares). As the Borrowers defaulted, the Lenders invoked the pledge by disposing of the Shares at any price they fetched. This ultimately affected the financials of the Company on account of loss of revenue from those investments and cast adverse effect on its Net Owned Fund. The fixed overhead expenses added to the negative value of the Net Owned Fund.

The Company is taking all measures to recuperate by, inter alia, recovering its loans with interests (so long remaining unrecoverable) from its Borrowers and achieve to the maximum extent possible (if not fully) the reversal of the NPA by means of, striking One Time Settlements (OTS) with its Lenders and thereby reducing the interest liability and generally improving its business conditions, etc. Under such circumstances, the Company is self-assured to improve its workings. In the opinion of the Board, the Companys going concern status is not believed to be threatened at this stage.

STATE OF COMPANYS AFFAIR

The Companys main business being investment in shares and securities, the Management regularly monitors the changing market conditions and trends. There is no change in the nature of business of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to all its employees and associates and has zero tolerance towards sexual harassment at workplace. The Company has adopted the policy against Sexual Harassment of Women at Workplace, for the purpose of preventing, prohibiting and redressing sexual harassment of female employees including permanent, temporary, on training and on contract basis at all the workplace within the company, which are based on the fundamental principles of justice and fair play.

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

the number of complaints of sexual harassment received in the year : Nil

the number of complaints disposed off during the year : N.A.

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 affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols. The policy is designed to support the health, well-being, and work-life balance of women employees during and after pregnancy.

DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY

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

GREEN INITIATIVES

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 74th AGM are sent to all members whose email addresses are registered with the Company /Registrar/Depository Participant(s).

As per SEBI Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 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 within 30th September 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.wmtea.com. The initiatives were taken for asking the shareholders to register or update their email addresses.

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.

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

DMP Vanijya Private Limited, Vishnu Infracomplex Pvt. Limited and Vishnu Solutions Pvt. Limited have filed applications before National Company Law Tribunal (NCLT), Kolkata for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 which are being contested by the Company.

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.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thank the employees of the Company for their valuable service and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.