The Directors present the Annual Report together with the Audited Standalone and Consolidated Financial Statements of your Company for the Financial Year ended 31 March, 2026.
FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31 March 2026 are summarized below:
(Rs. in Thousands)
| 2025-26 | 2024-25 | |
| Revenue from Operations | 15,393 | 28,549 |
| Other Income | 15,11,786 | 4,46,920 |
| Total Revenue | 15,27,179 | 4,75,469 |
| Prot/(Loss) before Finance Costs, Depreciation and Exceptional Items and Tax | 15,15,263 | (22,85,783) |
| Less: Finance Costs | 1,019 | 12,897 |
| Less: Depreciation and Amortization Expenses | 16 | 16 |
| Less: Provision for Doubtful Assets | - | 27,15,341 |
| Less: Assets Written o | 15,01,153 | - |
| Prot/(Loss) before Exceptional Items and Tax | 13,075 | (22,98,696) |
| Less: Exceptional Items | - | - |
| Prot/(Loss) before tax (PBT) | 13,075 | (22,98,696) |
| Less: Tax Expenses | ||
| Current Tax | - | - |
| Deferred Tax | 25,616 | (4,84,798) |
| Prot/(Loss) for the year | (12,541) | (18,13,898) |
OPERATIONS
During the year under review, the Company reported a signicant increase in total revenue to Rs. 152.71 crores, compared to Rs. 47.55 crores in the previous year. The substantial growth in revenue was primarily on account of write-back of provisions that were no longer required. On the cost side, the Company achieved a reduction in nance costs by Rs. 1.18 crores during the year, reecting better debt management. Further, the Company has written o certain bad advances during the year. Since adequate provisions had already been created against these advances in earlier years, the write-o did not have any additional adverse impact on the protability. After considering the effect of the aforesaid write-backs and write-o s, the Company recorded a net loss of Rs. 1.25 crores for the current year as against a net loss of Rs. 181.39 crores in the previous year.
SHARE CAPITAL
The Authorised Share Capital of your Company as on 31 March, 2026, 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 31 March, 2026 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:-
i) Majerhat Estates & Developers Limited Associate Company ii) Williamson Financial Services Limited - Associate Company iii) 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 under the Companies Act, 2013 during the financial year 2025-26. No amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance Sheet.
DEBENTURES AND DEBENTURE TRUSTEES
The Company had allotted 1000 Secured, Redeemable, Non Convertible Debentures of Rs. 10,00,000/- each at par on 4 October 2018 to the following:
a) 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;
b) 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 Board had appointed a debenture trustee for the aforesaid transaction. The detail of debenture trustee is given below:
Vistra ITCL (India) Limited
Vistra ITCL (India) Limited, 505, A-2, The Capital, G Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400051.
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 adequate internal financial 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 Company is conducted by an outside agency which periodically 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 identication 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. The Audit 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, 2026, the Committee comprises of Mr. Tabrez Ahmed, Mrs. Lyla Cherian and Mr. Chandan Mitra. Mr. Tabrez Ahmed is 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 conrmed that:
i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii) 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 a airs of the company at the end of the financial year and loss of the Company for that period;
iii) 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;
iv) The Directors had prepared the annual accounts on a going concern basis;
v) 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;
vi) 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 31 March, 2026, four Board Meetings were held as follows, the details of which are given in the Corporate Governance Report: 28 May, 2025, 13 August, 2025, 13 November, 2025 and 12 February, 2026.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year, a separate meeting of the Independent Directors was held on 12 February 2026 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.
BOARD EVALUATION
Pursuant to provisions of Section 134 of the Companies Act, 2013 ("the Act") read with the Rule related thereto, Section 178 of the Act, Schedule IV 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 12 February 2026 for the financial year ended 31st March, 2026 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.
REPORT ON CORPORATE GOVERNANCE
In terms of requirements of Regulation 34(3) of the Listing Regulations, a Report on Corporate Governance and the Auditors Certicate regarding Compliance to Corporate Governance requirement are attached as Annexure II and Annexure III respectively and form part of this Report.
BOARD OF DIRECTORS
The Board of Directors of the Company comprised of 6 Directors as on 31 March 2026 of whom one is Woman Independent Directors.
During the year under review, Mr Amit Dey (DIN: 10711536) was appointed as Non-Executive Director w.e.f. 29 July, 2025 and resigned from the Board w.e.f. 28 January, 2026, Mrs Sonali Datta Sarkar (DIN: 10078851) was appointed as Non-Executive
Director w.e.f 13 August, 2025 and resigned from the Board w.e.f. 28 January, 2026. Mr. Debasish Lahiri (DIN: 09451354) resigned from the Board w.e.f. 29 July, 2025. Mr Tabrez Ahmed (DIN: 10570558) was appointed as Non-Executive Independent Director w.e.f. 13 August, 2025. Further, Mrs. Lopamudra Chatterjee (DIN: 10818895), Non-Executive Director and Mr Ashim Kumar Mookherjee (DIN: 10890238) Non-Executive Independent Director resigned from the Board w.e.f. 25 September, 2025. Mr Dillip
Kumar Parida (DIN: 11181828) and Mr Javed Hossain (DIN: 11061836), were appointed as Non-Executive Directors w.e.f. 28 January, 2026 and resigned from the Board w.e.f. 22 July, 2026.
After the closure of the financial year Mr Arup Pal (DIN: 11807824) and Mr Subhajit Majumdar (DIN: 11807464) were appointed as
Non-Executive Directors w.e.f 22 July, 2026.
A certicate of Non-Disqualication 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 conrmed and declared that they are not disqualied 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 fulll all the conditions specied in the Act making them eligible to continue to act as Independent Directors of the Company.
The Board of Directors further conrms that the Independent Directors also meet the criteria of expertise, experience, integrity and prociency 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 conrmed 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:
1. Mr. Sudipta Chakraborty, Manager and Chief financial Officer of the Company.
2. Mr. Sk Javed Akhtar, Company Secretary & Compliance Officer of the Company.
COMMITTEES OF THE BOARD
As on 31 March 2026, the Board had three committees namely Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and the Stakeholders Relationship Committee. All the Committees consist of optimum number of independent directors.
During the year there was no instance where the Board of Directors of the Company has 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 31 March 2026, the Audit Committee of the Board of Directors of the Company consisted of Mr. Tabrez Ahmed and Ms. Lyla Cherian, Non Executive Independent Directors and Mr. Chandan Mitra, Non Executive Non Independent Director. Mr. Tabrez Ahmed 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 signicant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee.
During the year ended 31 March, 2026 there were no instances 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 specied 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 31 March, 2026.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There were no material signicant transaction with the related party made by the Company during the year 2025-26.
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 & AUDIT REPORT
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 20 September, 2022 to hold officetill the conclusion of the Seventy Sixth
Annual General Meeting of the Company to be held in the year 2027.
In the Auditors Report dated 26 May, 2026, the Auditors have given Qualied Opinion in relation to the Standalone and
Consolidated Financial Statements of the Company for the Financial Year ended 31 March 2026. The basis for qualied opinion and Boards response in relation to the said opinion are as under:-
| Audit-Qualification | Boards Response |
| Non-recognition of Interest Expense | |
| (a) The Auditor drawn attention to Note 47(a) of the Standalone Financial Statement relating to non-recognition of interest expense on secured borrowings from onancial institutions and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any nance cost on such secured borrowings for the period given hereunder: | Due to ongoing restructuring process and discussions with lenders, the onal interest obligation on borrowings for the current period could not be determined. Hence, no interest expense has been provided in the Audited Financial Statements for the period. The same will be accounted for upon onalisation with the lenders. |
| Name of the Secured Lender | Period for which interest has not been provided for |
| 1 HDFC Bank Limited | From April, 2021 |
| upto March, 2026 |
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 2026. The Secretarial Auditors Report is attached to this Report as Annexure VI and forms part of the Directors Report.
There are certain qualications or reservations or adverse remarks made by the Secretarial Auditors in their Report and the
response of the Board to the same is as under:-
a. Mr. Lakshman Singh, Mr. Chandan Mitra and Ms. Lyla Cherian, the directors of the Company have been disqualied to become directors under Section 164(2) of the Companies Act, 2013 with effect from 30th September, 2022. Further, Mr Tabrez Ahmed, the director of the Company has been disqualied to become director under Section 164(2) of the Companies Act, 2013 with effect from 13th February, 2026.
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, Ms. Lyla Cherian and Mr. Tabrez Ahmed, the directors of the Company have been disqualied to become directors under Section 164(2)(b) of the Companies Act, 2013. However, 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.
b. The Company has conducted Non-Banking Financial Activities without a valid Certicate 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 4 July, 2022 from the Reserve Bank of India (RBI) for surrender of original certicate of Registration pursuant to an order dated
29 June, 2022 passed by RBI for cancellation of certicate of Registration No. N.05.05534 dated 31 March, 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 led an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated 4 May, 2023.
The Company has led writ petition dated 4 January, 2024 in the Honble High Court of Calcutta against the rejection order of appellate authority and the matter is subjudice.
FRAUD REPORTING BY AUDITORS
During the year under review, no instances of fraud was reported by the auditors of the Company under section 143 (12) of the
Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 requiring disclosure in the Boards report.
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, 2026 is available on the Companys website on Form_MGT_7_2025-26.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 Prots made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy.
Your Company had a net loss of Rs. 1.25 Crores during the financial year ended 31 March, 2026. Further there was no Average Net
Prot during the three immediately preceding financial year ended 31 March, 2026 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, 2026 consisted of 3 Directors, namely, Mr. Tabrez Ahmed and Ms. Lyla Cherian, Non Executive Independent Directors and Mr. Chandan Mitra, Non Executive Non Independent Director. Mr. Tabrez Ahmed 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 signicant 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 interim order is still continuing as on the present date.
The arbitration proceedings conducted under the Rules of Arbitration of the International Chamber of Commerce in respect of disputes / issues arising out of borrowings made by the Company under the Facility Agreement entered in 2017 with KKR India Financial Services Limited, the Claimant. KKR India Financial Services Limited was subsequently renamed InCred Financial Services Limited and during the pendency of the arbitral proceedings, assigned all its rights, title and interest under the Facility Agreement to Real Touch Finance Limited.
The Arbitral Tribunal, vide its Final award dated 29th September, 2025 has held that the Claimants (Claimant 1- Real Touch Finance Limited and Claimant 2- IDBI Trusteeship Services Limited) are entitled to be paid / recover an amount of INR 508,95,91,000/- (Rupees Five Hundred Eight Crores Ninety Five Lakhs Ninety One Thousand Only) jointly and severally from the Company and certain other respondents in the Arbitration. Further, the Claimant 1 is entitled to recover costs the sum of US$ 564,600 and INR 20,23,110 (Rupees Twenty Lakhs Twenty Three Thousand One Hundred and Ten Only) to be paid jointly and severally by the Company and certain other respondents in the Arbitration. Challenging the Final Award, the Company has led a petition under Section 34 of the Arbitration and Conciliation Act, 1996 before the Honble High Court of Delhi, which is pending adjudication.
Earlier, the Honble High Court of Delhi, in O.M.P. (I) (COMM.) 459/2019 titled KKR India Financial Services Limited & Anr v Williamson Magor & Co Limited & Ors, vide its ex parte ad interim order inter-alia had restrained the Company from selling, transferring, alienating, disposing, assigning, dealing or encumbering or creating third party rights on its assets. Consequent upon the passing of the Final Award, the said interim order has ceased to operate.
The Company received the Notice No. KOL. DOS. RSG. NO. S949/03.03.008/2022-23 dated 4 July, 2022 from the Reserve Bank of India (RBI) for surrender of original certicate of Registration pursuant to an order dated 29 June, 2022 passed by RBI for cancellation of certicate of Registration No. N.05.05534 dated 31 March, 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 led an appeal before the Appellate Authority for NBFC, Ministry of Finance against the said order which was rejected vide order dated 4 May , 2023.
The Company has led writ petition dated 4 January, 2024 in the Honble High Court of Calcutta against the rejection order of appellate authority and matter is subjudice.
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 nancials of the Company on account of loss of revenue from those investments and cast adverse effect on its Net Owned Fund. The xed 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:
| (a) the number of complaints of sexual harassment received in the year | : Nil |
| (b) the number of complaints disposed o during the year | : N.A. |
| (c) the number of cases pending for more than 90 days | : Nil |
A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 [Disclosure made in accordance with the Companies (Accounts) Second Amendment Rules, 2025, notied by MCA on May 30, 2025]
The Board a rms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benet 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 per MCA Circular & Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the electronic copies of this Annual Report including the Notice of the 75 AGM are sent to all members whose email addresses are registered with the Company /Registrar/Depository Participant(s). Pursuant to green initiative 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
Vishnu Solutions Pvt. Limited,Vishnu Infracomplex Pvt. Limited and DMP Vanijya Pvt. Limited, had led applications in earlier years before National Company Law Tribunal (NCLT), Kolkata for initiating Corporate Insolvency Resolution Process (CIRP) under Insolvency and Bankruptcy Code, 2016 which are pending and being contested by the Companyat their respective forum of NCLT and National Company Law Appellate Tribunal (NCLAT).
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.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
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.
| For and on behalf of the Board | |
| Arup Pal | |
| Director | |
| DIN: 11807824 | |
| Subhajit Majumdar | |
| Place: Kolkata | Director |
| Date: 12 August, 2026 | DIN: 11807464 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
