W S Industries (India) Ltd

The Members

Your Directors hereby present the Sixty First Annual Report and the Audited Financial Statements (in the Ind AS format) of the Company for the Financial Year ended 31st March 2024. The salient highlights are provided in the table below:

(Rs. in Million)

1. Operations review

a. The company Under the able guidance and stewardship of the new management who have several years of hands-on experience in infrastructure projects have made significant strides in execution of large-scale infrastructure projects during the year FY 2024.The company's revenue grew from Rs.828.67 million during FY 2023 to Rs.3,287.00 millions in FY 2024.The EBITDA of the company grew from Rs.32.87 million to Rs.447.61 million. The Company also turned profitable during FY 2024 wherein the company registered a profit Before exceptional items and Tax of Rs. 380.98 million compared to a loss of Rs.11.72 million during FY 2023.

A Bird's eye view of the financial results of the company are summarized below:

(Rs. millions)

b. Land at Porur to the extent of 6.53 Acres has been transferred during the current year to 100% wholly own subsidiary M/s.WSI Falcon Infra Projects Private Limited (formerly WS Insulators Private Limited) as a part of joint venture agreement entered for development of IT park.

c. The Company will soon be developing state of the art logistics facilities to attract global companies in Sunguvarchatram property.

2. Dividend

No dividend has been proposed on the Equity shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital.

3. Share Capital

The Paid-up equity share capital of the Company as on 31^st March 2024 was Rs. 50,32,82,470/- divided into 5,03,28,247 equity shares of face value of Rs.10/- each.

The Paid-up preference share capital of the Company as on 31^st March 2024 was Rs.12,75,00,000/- divided into 12,75,000 preference shares of face value of Rs.100/- each.

During the year the company has converted:

(i) 3099318 warrants to equity shares fully paid on 31st May 2023.

(ii) 350000 warrants to equity shares fully paid on 5th July 2023.

(iii) 280000 warrants to equity shares fully paid on 9th August 2023

(iv) 1420000 warrants to equity shares fully paid on 28th September 2023.

(v) 60000 warrants to equity shares fully paid on 10th November 2023

(vi) 2484166 warrants to equity shares fully paid on 20th February 2024.

(vii) 832496 warrants to equity shares fully paid on 29th March 2024.

Convertible Share Warrants outstanding pending for conversion as on 31^st March,2024 were 1,05,21,584 warrants.

4. Reserves

No transfer to reserve is provided for during the period under review.

5. Particulars of loans, guarantees or investments

The Company has not provided any loan, guarantee under Section 186 of the Companies Act, 2013 or made any investment (except the investment in subsidiary) during the year under review.

6. Transfer of unpaid Dividend to Investor Education and Protection Fund

There is no obligation to transfer the unpaid/ unclaimed shares to the Investor Education and Protection Fund In terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules 2021 as amended.

7. Fixed Deposits

Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013.

8. Corporate Governance

A separate report on Corporate Governance along with a Certificate of Compliance forms part of this report vide Annexure - 2.

9. Subsidiaries

During the period under review, your Board of Directors have reviewed the Financial Statements of WSI Falcon Infra Projects Private Limited (Formerly Known as WS Insulators Private Limited (wholly owned subsidiary) and WSI-P&C Verticals Private Limited (wholly owned subsidiary) newly incorporated on 30.12.2023.

Your Company has, in accordance with Section 129 (3) of the Companies Act 2013 prepared the Consolidated Financial Statements for the Financial Year ended 31st March 2024, which forms part of the Annual Report. Further the statement containing the salient features of the Financials of the subsidiaries in the Form AOC 1 is attached as Annexure 3 to this Report.

In accordance with Section 136 of the Companies Act 2013, the audited standalone and consolidated financial statements are available on our website https://www.wsindustries.in/

10. Related Party Transactions.

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions during the year, which, in the opinion of the Board, may have potential conflicts with the larger interests of the Company. The details of transactions with related parties have been disclosed in form AOC-2 as Annexure 4 and form part of this Annual Report.

The policy on related party transactions is available on the Company's website in the https://wsindustries.in/ storage/app/uploads/public/63f/593/5b9/63f5935b9f9d6637491464.pdf

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Since the company is operating in infra structure segment, reporting on the particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption does not arise.

Foreign Exchange Earnings:

Foreign Exchange Inward - NIL

Foreign Exchange Outward - NIL

12. Extract of Annual Return

In terms of the requirements of section 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the copy of the Annual Return in prescribed format is available on the website of the Company https://wsindustries.in/storage/app/media/Extract%20of%20Annual%20Return_2024.pdf

13. Material changes and commitment affecting financial position between the Financial Year ended 31st March 2024 and the date of this Report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report; and there are no significant and/or material orders passed by the regulators or courts or tribunals impacting the company.

14. Risk Management Policy

The Board had established Risk Management policy which formalizes the Company's approach to overview and manage material business risks.

15. Corporate Social Responsibility

Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility is not applicable to the Company.

16. Policy on directors' appointment and remuneration and other details

The Company's policy on appointment of directors, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://wsindustries.in/storage/app/uploads/public/63f/592/776/63f59277658c1822178963.pdf

17. Internal Financial Controls

Your Company has internal financial controls commensurate with its position at the current juncture with respect to financial reporting.

18. Directors and Key Managerial Personnel (KMP)

Independent Directors

All independent Directors hold their respective office as per the below table and are not liable to retire by rotation. In the opinion of the Board, the existing Independent Directors are with sufficient Integrity, expertise and experience. As per the provisions of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014, all the Independent Directors have registered their name in the databank maintained by the Indian Institute of Corporate Affairs and the Independent Directors will evaluate their past experiences and complete the online proficiency test, if applicable.

Retirement by rotation seeking reappointment

Mr.S. Anandavadivel is a successful leading entrepreneur, having 18+ years of experience in various infrastructure, industrial and road projects. Mr.S. Anandavadivel is a correspondent in Builders Engineering College, Kangeyam, Tirupur District, Tamil Nadu.

Mr.S. Anandavadivel (DIN: 07783796) Joint Managing Director who will retire by rotation at this Annual General Meeting of the Company under Section 152(6) of the Companies Act 2013 has expressed his desire to seek re-appointment on the Board upon expiry of his present term.

Chairman

Mr.S.Nagarajan, had been re-designated as Executive Chairman by the Board in their meeting held on 22^nd July 2022 and by the members in their 59^th Annual General Meeting held on 1^st September 2022 for a period of five years effective from 22^nd July 2022 on non-rotational basis.

Managing Director

Mr.C.K.Venkatachalam, had been re-appointed as Managing Director by the Board in their meeting held on 4^th April 2024 and by the members in the Extraordinary General Meeting held on 2^nd May 2024 for a period of three years effective from 22^nd July 2024 on rotational basis.

Joint Managing Director

Mr.S.Anandavadivel, had been re-appointed as Joint Managing Director by the Board in their meeting held on 4^th April 2024 and by the members in the Extraordinary General Meeting held on 2^nd May 2024 for a period of three years effective from 22^nd July 2024 on rotational basis.-

Whole Time Director

Mr. Kalavar Vittal Rao Prakash, had been re-appointed as Whole Time Director by the Board in their meeting held on 4th April 2024 and by the members in the Extraordinary General Meeting held on 2^nd May 2024 for a period of three years effective from 22nd July 2024 on rotational basis.

Woman Director

In terms of Section 149 of the Companies Act 2013, the Company is required to have a woman director on its Board. Ms. Suguna Raghavan, Independent Director and Ms. Revathi Raghunathan, Independent Director are on the Board of the Company.

Ms. Revathi Raghunathan, had been re-appointed as a Non-Executive Independent Director of the company to hold office for a second term of five years with effect from 22nd July, 2024 to 21st July 2029 by the members in the Extraordinary General Meeting held on 2^nd May 2024.

Key Managerial Personnel (KMPs)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mr. Kalavar Vittal Rao Prakash, Whole Time Director (re-appointed from 22^nd July 2024), Mr.C.K. Venkatachalam, Managing Director (re-appointed from 22^nd July 2024) and Mr.B. Swaminathan, Chief Financial Officer and Company Secretary are the Key Managerial Personnel of the Company, as on date of this report.

No employee draws remuneration in excess of the limits prescribed under Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014. Remuneration drawn by KMP have been disclosed in Form No. MGT-7 uploaded in the website of the Company https://wsindustries. in/storage/app/media/Extract%20of%20Annual%20Return_2024.pdf Therefore, details pertaining to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 have been disclosed in Annexure-5.

19. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in and Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.

20. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the necessary performance evaluation of the Board has been carried out.

21. Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year 2023-24 along with attendance details of each director, forms part of the Corporate Governance Report of this Annual Report.

22. Committees

The details regarding Committees of Board of Directors of the Company held during the Financial Year 2023.2024 along with attendance details of each committee members forms part of the Corporate Governance Report of this Annual Report.

23. Auditors Statutory Auditors

M/s. Brahmayya & Co, Chartered Accountants, Chennai, (Firm Registration No. 000511S), were appointed as Statutory Auditors of the Company for a period of five years from the Conclusion of 59th Annual General Meeting till the conclusion of 64th Annual General Meeting.

Internal Auditor

Pursuant to the requirements of Section 138 of the Companies Act, 2013 read with rule 13 the Companies (Accounts) Rules, 2014, M/s. Vivekanandan Associates, Chartered Accountants (FRN:005268S) was appointed as Internal Auditor to conduct Internal Audit of the Company for the financial year 2023-2024.

Secretarial Auditor

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 read with rules made thereunder, Ms. Lakshmmi Subramanian (Membership No. 3534 CP No. 1087), Senior Partner, M/s. Lakshmmi Subramanian & Associates, was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Auditor is enclosed as Annexure 6 to this Report. There are no qualification in Secretarial Audit Report for the year ended 31.03.2024.

Cost Auditor

During the period under review, Cost Audit is not applicable to the company.

24. General

The Company has, in accordance with generally accepted accounting practice, disclosed the impact of pending litigations on its financial position in its financial statements.

25. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

During the year under review, there were no complaints under this Act.

26. Vigil Mechanism

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on https://wsindustries.in/storage/app/uploads/ public/63f/591/80a/63f59180a17d0872997809.pdf

27. Disclosure requirements

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the Management Discussion and Analysis (Annexure-1) are attached, which forms part of this report. The Company has devised systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

28. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial Year:

There are no Proceedings pending under the Insolvency Bankruptcy Code, 2016.

29. Commission received by Director from holding or subsidiary company:

The company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

30. Director's Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors wish to state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed. In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as "Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2024 and of the profit or loss of the Company for the period under review.

c. The directors have 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.

d. The directors have prepared the annual accounts on a going concern basis.

e. 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, taking into consideration the current circumstances and

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively taking into consideration the current circumstances.

31. Management response in the director's report for the clause h(vi) to the Report on Other Legal and Regulatory Requirements to the Independent Auditor's Report:

The Company is reviving and started its normal course of business and operations with effect from Q2 of financial year 2022-2023. The Company is using an older version of ERP Application since 2006 pending upgradation, has in built feature of audit trail enabled at User level for edit logs. During the reporting period the Company has been advised to maintain edit logs at database level, which was ratified and enabled at database level with effect from 1st April, 2024.

32. Listing of Shares:

The equity shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fees there against have been paid up to date.

33. Certificate from Practicing Company Secretary:

A Certificate has been received from Mrs. Lakshmmi Subramanian, Senior Partner of M/s. Lakshmmi Subramanian& Associates, Practising Company Secretary that the Company is in compliance with provisions of Section 164 of the Companies Act 2013. The Certificate of Practicing Company Secretary is enclosed as Annexure 7 to this report.

34. Green Initiatives:

The Annual Report and other shareholder communications are all available in electronic as well as paper format. We would like to take this opportunity to encourage you to consider receiving all shareholder communications electronically including future notices of meeting.

35. Reporting of Fraud

During the year under review neither the statutory auditors nor the secretarial auditors has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013

36. Whole-time Director & CFO Certificate

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Whole-time Director and Chief Financial Officer in relation to the Financial Statements for the year ended March 31,2024, is given in Annexure - 8 to the Corporate Governance Report

37. Acknowledgement

Your Directors place on record their sincere thanks to the customers, vendors, investors, banks, financial& academic institutions, regulatory authorities, stock exchanges and all other stake holders for their continued co-operation and support.

Your Directors also acknowledge the support and co-operation from the Government authorities, their agencies and other regulatory authorities.

Your Directors also appreciate the commendable efforts, teamwork and professionalism of the employees of the company.