Directors Report of W S Industries (India) Ltd.

Mar 31, 2025

The Bord of Directors hereby present the Sixty-Second Annual Report and the Audited Financial Statements (in the
Ind AS format) of W.S. Industries (India) Limited (“the Company”) for the Financial Year ended March 31,2025.

1. Working Results: (? In Crores)

Particulars	Current Financial Year (2024-25)	Previous Financial Year (2023-24)
Revenue from Operations	239.04	326.38
Other Income	1.87	2.32
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	15.97	44.76
Less: Depreciation/ Amortisation/ Impairment	2.02	0.73
Profit /loss before Finance Costs, Exceptional items and Tax Expense	13.95	44.03
Less: Finance Costs	6.82	5.94
Profit /loss before Exceptional items and Tax Expense	7.13	38.09
Add/(less): Exceptional items	-	(114.64)
Profit /loss before Tax Expense	7.13	152.73
Less: Tax Expense (Current & Deferred)	22.40	(10.61)
Profit /loss for the year (1)	(15.27)	163.34
Total Comprehensive Income/loss (2)	0.07	(0.05)
Total (1 2)	(15.20)	163.29
Balance of profit /loss for earlier years	(359.78)	(543.32)
Add: Transfer of Debenture Redemption Reserve	-	20.25
Balance carried forward	(374.98)	(359.78)

2. Dividend

Due to accumulation of carry forward losses, the Board of Directors has not recommended any Dividend on
the Equity Shares as well as the Contracted dividend on the preference share capital for the year under review.

At present, the Company has not adopted a formal Dividend Distribution Policy as the same is not applicable
under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Nevertheless, the Board evaluates various financial and operational parameters, including profitability, future
capital commitments, available distributable reserves, and overall financial position before considering any
dividend recommendation.

3. Review of the operations of the year under review:

a. The operation for the year under review was profitable despite the reduction in turnover. Due to specific
changes made by the Customer, the main contractor had to incorporate such changes which resulted
in delays leading to reduction in Turnover. Reduction in turnover combined with increased expenses on
account of interest and depreciation resulted in lower profitability. Also, the capital gains exemption availed

during last year had to be withdrawn on account of the wholly owned subsidiary becoming subsidiary with
the induction of an Investor during the year under review. Consequently, your Company had to recognise
the income tax on the capital gains during the current year which resulted in loss after tax for the year under
review.

b) Finance

Excepting the credit facilities availed by the Company during the year amounting to ?25 Cr (Cash Credit
?15 Cr and Bank Guarantee Limit ?10 Cr), your Company has not availed any other limits. The working
capital fund-based limits at the yearend was ?11.43 Cr as outstanding.

c) Reserves

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

4. Outlook

• Your Company will continue to do the Infra Business for the current year. However, your Company will also
start the Business of development of Warehouses, Data Centre, Industrial Housing and IT/ITES facility in the
300 acres (as on the date of this report) of Land at Santhavellore near Kanchipuram.

• The Joint Venture entered into by the Subsidiary Company Falcon with Prestige Group, Bangalore is in
progress and waiting for certain regulatory approvals.

5. Depository System

As on 31st March 2025, 3,68,250 equity shares were held in physical form, out of which 1,95,065 shares were
dematerialised during the year, representing 0.30% of the total share capital of the Company.

6. Changes in the Capital Structure of the Company during the year

The paid-up Equity Share Capital of the Company as on 31st March, 2025 was ?63,38,36,290/- divided into
6,33,83,629 equity shares of face value of ?10/- each. The paid-up Preference Share Capital of the Company as
on 31st March, 2025 was ?12,75,00,000/- divided into 12,75,000 Preference shares of face value of ?100/- each.

During the financial year ended March 31, 2025, and up to the date of this report, the following significant
changes in the Company’s capital structure and commitments for future capital activities have occurred:

A. Increase in Authorised Share Capital

On April 4, 2024, the Board of Directors approved an increase in the Authorized Share Capital of the Company,
which was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held on May
2, 2024, increasing the capital from ?80 crore to ?100 crore by raising the number of Equity shares of face
value ?10 each from 6.5 crore to 8.5 crore, while the Cumulative Redeemable Preference Shares remained
unchanged at 15 lakh of face value ?100 each (?15 crore), and Clause V of the Memorandum of Association
was amended accordingly.

Further On June 27, 2025, the Board of Directors approved an increase in the Authorized Share Capital of the
Company, which was subsequently approved by the shareholders at the Extra-Ordinary General Meeting held
on July 25, 2025, increasing the capital from ?100 crore to ?125 crore by raising the number of Equity shares
of face value ?10 each from 8.50 crore to 11.00 crore, while the Cumulative Redeemable Preference Shares
remained unchanged at 15 lakh of face value ?100 each (?15 crore), and Clause V of the Memorandum of
Association was amended accordingly.

B. Issuance of Equity Shares and Convertible Warrants on Preferential Basis

The Board on April 4, 2024, and the shareholders on May 2, 2024, approved the issuance of equity shares and
convertible warrants on a preferential basis for cash consideration, with pricing based on a valuation report by
an independent Registered Valuer, in compliance with the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

o Preferential Issue of Equity Shares to certain identified Non-Promoter Persons / Entities:

• The Company was authorized to offer and allot up to 36,62,846 Equity Shares, at a price of *149.50 per
Equity Share (including a premium of *139.50 per share), aggregating to *54,75,95,477/-.

• After scrutiny, in-principle approval was issued by Stock Exchange(s), for 36,12,680 Equity Shares,
aggregating to *54,00,95,660/-.

• Further, on September 5, 2024, the Company issued 25,33,798 Equity Shares, aggregating to
*37,88,02,801/-.

• Method of Allotment: Preferential Basis to certain identified Non-Promoter persons/entities. No shares
were allotted to the Promoter and Promoter Group under this specific issue.

• Object of the Issue: The proceeds were primarily intended for investments in real estate for warehousing,
logistics & industrial park projects, light engineering, electronic factories, and new acquisitions (*45.00
Crores), deployment towards working capital (*6.00 Crores), and General Corporate Purposes (*3.76
Crores), if the fully subscribed and allotted, otherwise in-proportion to the receipt of the issue, with utilization
tentatively planned by April 30, 2025.

• Pending utilization of the proceeds from the Preferential Issue, the Company shall be entitled to invest
such proceeds in money market instruments including money market mutual funds, deposits in scheduled
commercial banks or any other investment as permitted under applicable laws, if required.

• The Equity Shares issued rank pari passu with existing Equity Shares in all respects from the date of
allotment and are subject to lock-in periods as per the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

o Preferential Issue of Convertible Warrants to Promoter group and certain identified Non Promoter

Persons / Entities:

• The Company was authorized to issue 27,15,722 Convertible Warrants on a preferential basis. Each
warrant is convertible into one fully paid-up Equity Share at a price of *149.50 per warrant (including a
premium of *139.50 per warrant), aggregating to *40,60,00,439/- if the full authorized amount were issued.

• After scrutiny, in-principle approval was issued by Stock Exchange(s), for 27,15,722 Convertible Warrants,
aggregating to *40,60,00,439/-.

• Further, on September 5, 2024, the Company issued 24,34,786 Convertible Warrants, aggregating to
*36,40,00,507/-. Of the warrants issued 5,68,564 warrants were to the Promoter and Promoter Group and
18,66,222 warrants were to certain identified Non-Promoter Persons/Entities.

• Method of Allotment: Preferential Basis to the Promoter Group and certain identified Non-Promoter
Persons/Entities.

• Terms of Conversion: 25% of the warrant issue price was paid on or before allotment, with the balance
75% payable at the time of exercise within 18 months from the allotment date.

• Object of the Issue: The Proceeds were designated for investments in real estate for warehousing,
logistics & industrial park projects, light engineering, electronic factories, and new acquisitions (*30.00
Crores), deployment towards working capital (*4.00 Crores), and General Corporate Purposes (*6.60
Crores), if the fully subscribed and allotted, otherwise in-proportion to the receipt of the issue, with utilization
tentatively planned by October 31,2025.

• Pending utilization of the proceeds from the Preferential Issue, the Company shall be entitled to invest
such proceeds in money market instruments including money market mutual funds, deposits in scheduled
commercial banks or any other investment as permitted under applicable laws, if required.

• The Equity Shares arising from the conversion of these warrants will rank pari-passu with existing Equity
Shares and will be subject to applicable lock-in periods, as per the SEBI (Issue of Capital and Disclosure

Requirements) Regulations 2018

C. Conversion of Warrants to Equity Shares

• During the year, the Company converted outstanding warrants from the earlier preferential allotments made
on December 26, 2022, and January 5, 2023, into fully paid-up equity shares:

o 2,552,000 warrants were converted into fully paid equity shares on May 21,2024.

o 7,969,584 warrants were converted into fully paid equity shares on June 20, 2024.

o Aggregating 1,05,21,584 warrants were converted into fully paid equity shares, during the year.

o These newly issued equity shares rank pari passu with existing Equity Shares.

• After 31^st March, 2025 but before the date of this report, the Company converted outstanding warrants
from the preferential allotments, which was initially allotted on September 05, 2024, into fully paid-up
equity shares:

o 5,35,120 warrants were converted into fully paid equity shares on July 17, 2025. As on the date this report,
the Company has made the necessary applications for listing approvals from the BSE Limited and the
National Stock Exchange of India Limited which are currently awaited.

o These newly issued equity shares rank pari passu with existing Equity Shares.

D. Convertible Share Warrants Outstanding

• As on the date of report, Out of the Convertible Share Warrants issued on September 5, 2024, 18,99,666
warrants, remained outstanding and pending conversion.

E. Significant Events Occurring After the Balance Sheet Date: Preferential Issue of Equity Shares and
Convertible Warrants

Subsequent to the close of the financial year on March 31, 2025, and prior to the date of this Report, the
Company undertook a capital raising initiative through the preferential issue of equity shares and convertible
warrants for cash consideration.

The Board of Directors, at its meeting held on June 27, 2025, and the shareholders, by way of special resolution(s)
passed at the Extra-Ordinary General Meeting held on July 25, 2025, approved the issue and allotment of equity
shares and convertible warrants to select investors (including foreign portfolio investors and members of the
promoter group) on a preferential basis. The issue price was determined based on a valuation report obtained
from an independent Registered Valuer and is in compliance with the provisions of the Companies Act, 2013,
and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Under the approved preferential issue, the Company is authorised to offer and allot:

• Up to 1,65,00,000 Equity Shares; and

• Up to 2,75,00,000 Convertible Warrants, each convertible into one equity share.

The issue price for both equity shares and warrants has been fixed at ?100.00 per security (comprising a face
value of ?10.00 and a premium of ?90.00), aggregating to a total consideration of ?450.00 crore.

As on the date of this Report, the Company has made the necessary applications for in-principle approvals from
the BSE Limited and the National Stock Exchange of India Limited (NSE), which are currently awaited, and as
directed by NSE the Company revised the disclosures vide regulations 30 of the SEBI (LODR) Regulations,
2015 on 7th August, 2025 and 23rd August, 2025.

F. Preference Share Capital

The paid-up preference share capital stood unchanged at ?12,75,00,000/- as on March 31, 2025, comprising
12,75,000 preference shares of ?100/- each.

Background of Preference Shares:

• The Company had, in earlier years, issued a total of 12,75,000 cumulative redeemable preference shares of
?100 each, which became due for redemption between 2013 and 2016. Dividend on these shares has not
been paid since FY 2011-12, and the cumulative unpaid amount of ?15.97 crore is disclosed as a contingent
liability in the financial statements.

• Owing to financial constraints, the Company was unable to redeem these shares on their respective due dates.

• All 12,75,000 preference shares are currently held by two entities belonging to the erstwhile promoter group.
Rollover of Redemption and with the consent of the preference shareholders:

• Pursuant to the Board resolution dated August 14, 2024 and with the consent of the preference shareholders:

o The redemption of 3,50,000 preference shares (originally due on August 31,2024) and 9,25,000 preference
shares (originally due on September 30, 2024) were extended to August 31, 2025 and September 30,
2025, respectively.

• Subsequently, based on the Board resolution dated August 07, 2025, and with the consent of the preference
shareholders:

o The redemption of 3,50,000 preference shares (originally due on August 31,2025) and 9,25,000 preference
shares (originally due on September 30, 2025) were extended to March 31,2027 and September 24, 2026,
respectively.

The rollover was undertaken as part of the Company’s capital restructuring plan and to support its turnaround
initiatives. The extension allows the Company to prioritise the allocation of internal resources toward operational
and strategic recovery measures.

Dividend Status:

• Dividend on these preference shares has not been paid since FY 2011-12 due to accumulated losses and
earlier severe financial stress in the company.

• As of March 31,2025, the cumulative unpaid dividend amounts to ?15.97 crore.

• In accordance with Ind AS, the said amount has been disclosed under Contingent Liabilities in Note 36 to
the financial statements.

G. Disclosure of Proceeds Utilization

In compliance with Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the utilization of proceeds raised during the financial year ended March 31,2025, as under:

Quarter	Object of Utilisation	Original Allocation	Funds Utilized #
Q1 (Apr-Jun 2024)	For business activities, financing the future growth opportunities including acquisitions, general corporate purposes, etc.	34.06	10.80
Q2 (Jul-Sep 2024)	For business activities, financing the future growth opportunities including acquisitions, general corporate purposes, etc.	23.91	22.86
	Investment in real estate for setting up warehousing, logistics & industrial park projects, light engineering, electronic factories, new acquisitions, either by the Company or through its one or more subsidiary(ies)	36.95	0
	Deployment towards working capital	4.93	0
	General Corporate Purposes	5.10	0

Quarter	Object of Utilisation	Original Allocation	Funds Utilized #
Q3 (Oct-Dec 2024)	For business activities, financing the future growth opportunities including acquisitions, general corporate purposes, etc.	23.91	0.4
	Investment in real estate for setting up warehousing, logistics & industrial park projects, light engineering, electronic factories, new acquisitions, either by the Company or through its one or more subsidiary(ies).	36.95	0
	Deployment towards working capital	4.93	1.29
	General Corporate Purposes	5.10	5.10
Q4 (Jan-Mar 2025)	Investment in real estate for setting up warehousing, logistics & industrial park projects, light engineering, electronic factories, new acquisitions, either by theCompany or through its one or more subsidiary(ies)	36.95	20.25
	Deployment towards working capital	4.92	4.92
	General Corporate Purposes	5.10	5.10

# The unutilized balance at end of each quarter was gradually used in the following quarters, and the partly used
amounts were fully utilized later. Hence, the entire funds have been used for the intended purposes.

7. Management Discussion and Analysis Report

The Report on Management’s Discussion and Analysis, as required under clause 2(e) of Regulation 34 read
with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 covering industry
structure and development, Opportunities and threats, outlook, discussion on financial performance etc. is
contained in “Management Discussions and Analysis Report” that forms an integral part of this report and
annexed as Annexure - 1.

8. Corporate Governance

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate
Governance Report, forms an integral part of this Annual Report and annexed as Annexure - 2. The Company
remains committed to upholding the highest standards of governance, ensuring transparency, accountability,
and fairness in all its dealings.

9. Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year
2024-25, as filed with the Registrar of Companies, is available on the website of the Company at the following
link, incompliance with requirements of section 134(3)(a) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014: https://wsindustries.in/storage/app/media/Extract%20of%20Annual%20Return_2025.
pdf

10. Particulars of loans, guarantees or investments

Pursuant to Section 134(3)(g) of the Companies Act, 2013, read with Section 186 thereof, the Company states
as under:

During the year, the Company has not given any loan, guarantee, or provided any security under Section 186 of
the Companies Act, 2013, except as stated below.

• The Company, pursuant to the provisions of Sections 186 and 188 of the Companies Act, 2013, approved the
grant of an interest-free advance not exceeding ?100 Crores to its wholly owned subsidiary, M/s. WSI-P&C
Verticals Private Limited, in one or more tranches, for the purpose of acquiring land adjoining the existing

project site and to facilitate the development of an integrated township comprising logistics and industrial
infrastructure. As the Company is engaged in the business of infrastructure development, the provisions of
Section 186(7) relating to interest on loans are not applicable.

In line with the above, the Company entered into a Memorandum of Understanding with its wholly owned
subsidiary and advanced ?20.25 Crores accordingly.

• The Members of the Company, at their meeting held on 02nd May, 2024, accorded their approval under
Section 186 of the Companies Act, 2013, authorising the Board to acquire, by way of subscription, purchase,
or otherwise, the securities of any body corporate (whether existing or to be incorporated, including
Limited Liability Partnerships), including any wholly owned subsidiary(ies), other subsidiary company(ies),
joint venture(s), etc., in excess of the limits prescribed under Section 186, up to an aggregate amount not
exceeding ?300 Crores (Rupees Three Hundred Crores only). This approval was granted notwithstanding
that the aggregate of loans and investments so far made, and the amount of guarantees or securities so far
provided or proposed to be made or given, may exceed 60% of the Company’s paid-up share capital, free
reserves, and securities premium account, or 100% of its free reserves and securities premium account,
whichever is higher.

However, no transaction pursuant to the above approval was undertaken during the financial year under review.

The above particulars have been appropriately disclosed in the Notes to the Financial Statements. Wherever
applicable, the purpose of such loans, advances, or approvals has also been duly explained. Save as stated
above, there were no other loans, guarantees or investments made under Section 186 during the year under
review.

11. Material changes and commitment affecting financial position between the Financial Year ended 31st
March 2025 and the date of this Report.

There has been no material changes and commitments which affect the financial position of the Company which
have occurred between the end of the financial year to which the financial statements relate and the date of this
report.

Details of revision of financial statements or the report.

The Company affirms that it has not revised its financial statements or the Board’s Report under Section 131 of
the Companies Act, 2013, during the last three financial years.

12. Disclosure Requirements under Section 134(3) of the companies Act 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Board’s Report is required to include certain
additional disclosures as compared to the earlier legislation. Most of these disclosures have been appropriately
incorporated in the Corporate Governance Report, which forms an integral part of this Report.

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

The Report on particulars as required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo, is provided below:

(A) Conservation of Energy

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, the particulars relating to conservation of energy are as under:

i. Steps taken or impact on conservation of energy

The operations of the Company are primarily in the infrastructure development sector, which are not
energy-intensive in nature. Nevertheless, the Company continues to adopt energy-efficient practices at its
project sites and offices. Steps such as regular maintenance of equipment to ensure efficiency, use of LED
lighting, and sensitisation of staff on energy-conscious behaviour have contributed to energy conservation.

ii. Steps taken by the Company for utilising alternate sources of energy

Considering the nature of the Company’s business activities, no alternate sources of energy were utilised
during the year under review. However, the Company continues to explore opportunities for adopting
sustainable practices in its projects on a need basis.

iii. Capital investment on energy conservation equipment

In view of the business model of the Company and absence of manufacturing facilities, no capital investment
was made in energy conservation equipment during the year.

(B) Technology Absorption

i. Efforts made towards technology absorption

The operations of the Company are primarily in the infrastructure development sector, and no specific
activities relating to technology absorption were undertaken during the year.

ii. Benefits derived like product improvement, cost reduction, product development or import
substitution

In view of the nature of the Company’s business and absence of manufacturing operations, there were
no benefits in terms of product improvement, cost reduction, product development, or import substitution
during the year.

iii. Imported Technology

(a) Details of technology imported - Not applicable

(b) Year of import - Not applicable

(c) Whether the technology has been fully absorbed - Not applicable

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not
applicable

iv. Expenditure incurred on Research and Development

The Company has not incurred any expenditure on Research and Development during the year under
review.

(C) Foreign Exchange Earnings and outgo

Foreign Exchange Inward - NIL
Foreign Exchange Outward - NIL

14. Corporate Social Responsibility (CSR)

The Company constituted a Corporate Social Responsibility (CSR) Committee on February 12, 2025, comprising
Mr. K.V. Prakash, Chairman & Whole-Time Director (Chairman of the Committee), Mr. S. Anandavadivel, Joint
Managing Director, and Ms. J. Sridharan, Non-Executive Independent Director, which met on March 6, 2025, to
recommend the CSR Policy and determine the CSR obligation for 2024-25. However, since the CSR obligation
of the Company did not exceed ?50 lakh, in line with Section 135(9) of the Companies Act, 2013, the constitution
of a CSR Committee was not mandatory, and accordingly, the Committee was dissolved with effect from May
27, 2025, with CSR responsibilities henceforth discharged directly by the Board of Directors.

15. Particulars of employees and other disclosures

The disclosures prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are disclosed in the
Annexure - 5, and form part of this Annual Report.

The Statement showing the remuneration drawn by the top ten employees for the Financial Year 2024-25: The
Company does not have any employee:

o who has received remuneration during the financial year, which in aggregate exceeds '' 1.02 Cr.

o who was employed for the part of the year and was in receipt of remuneration for any part of that year
exceeding ''8.50 Lakhs per month.

o who received remuneration in excess of that drawn by the Managing Director or Whole-time Director or
Manager and held by himself or along with his spouse and dependent children, not less than two percent of
the equity shares of the Company

It is hereby affirmed that the remuneration to the employees is as per the remuneration policy of the Company.

16. Cash Flow Statement

Pursuant to Regulation 53 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Cash Flow Statement forms an integral part of the Balance Sheet.

17. Industrial Relations

The Company continued to maintain cordial and harmonious relations between the Management and employees
throughout the year under review.

18. Directors’ Responsibility Statement

Pursuant to the requirement of sub-section 3(c) and 5 of Section 134 of the Companies Act, 2013, it is hereby
confirmed that

a) in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable
Accounting Standards had been followed along with proper explanation relating to material departures, if
any;

b) the Directors had 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 at the end of the financial year and of the profits of the Company for the year;

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

d) the Directors had prepared the accounts for the financial year ended 31st March, 2025 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; and

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

19. Management

a. Directors and Key Managerial Personnel

The Board of Directors of the Company comprises a balanced mix of Executive, Non-Executive, and Independent
Directors.

• Re-appointments, at the Extra-Ordinary General Meeting held on 2^nd May, 2024:

o Mr. Chinniampalayam Kulandaisamy Venkatachalam was re-appointed as Managing Director for a period
of three years with effect from July 22, 2024, to July 21,2027.

o Mr. Anandavadivel Sathiyamoorthy was re-appointed as Joint Managing Director for a period of three years
with effect from July 22, 2024, to July 21,2027.

o Mr. Kalavar Vittal Rao Prakash was re-appointed as Whole Time Director for a period of three years with
effect from July 22, 2024, to July 21,2027.

o Ms. Revathi Raghunathan was re-appointed as a Non-Executive Independent Director for a second term
for five years with effect from July 22, 2024, to July 21,2029.

• Continuation of Independent Director, at the Annual General Meeting held on 25th September, 2024:

o Ms. Suguna Raghavan, was approved to continue as a Non-Executive Independent Director, upon attaining
the age of 75 years, during her tenure, till the expiry of her current tenure i.e., 13.02.2027, on the same
terms and conditions for re-appointment as approved by the members of the Company at their 58th Annual
General Meeting of the Company held 30.09.2021.

• Directors retiring by rotation at the ensuing annual general meeting:

o Mr. Mr. Kalavar Vittal Rao Prakash, Whole-time Director (DIN: 01085040) of the Company, retires by
rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and is recommended
for approval of the Shareholders.

• Changes in Key Managerial Personnel:

o Mr. B. Swaminathan resigned from the position of Chief Financial Officer and Company Secretary cum
Compliance Officer (Key Managerial Personnel) with effect from the close of business hours on 31st August
2024, and the Board placed on record its appreciation for his significant contributions during his tenure.

o Mr. N. Sathish Kumar was appointed as the Chief Financial Officer of the Company with effect from 1st
September 2024 and was also designated as the Deputy Nodal Officer for IEPF, but subsequently resigned
due to health reasons, effective 13th December 2024.

o Mr. Krishnamurthy Murali was appointed as the Company Secretary and Compliance Officer of the
Company with effect from 1st September 2024 and was also designated as the Deputy Nodal Officer for
IEPF, and resigned from the said positions effective 16th March 2025.

o Mr. T.R. Sivaraman was appointed as the Chief Financial Officer of the Company with effect from 14th
December 2024 and was also designated as the Deputy Nodal Officer for IEPF.

o Mr. V. Balamurugan was appointed as the Company Secretary and Compliance Officer of the Company
with effect from 17th March 2025 and also designated as the Nodal Officer for IEPF.

3. Independent Directors

o Continuation of Ms. Suguna Raghavan, as a Non-Executive Independent Director of the company, after
attaining the age of 75 years, during her current tenure ending on 13th February 2027, was recommended
by the Board, after considering the valuable expertise and insights and approved by Shareholders at their
Annual General Meeting held on 25th September 2024.

o Re-appointment of Ms. Revathi Raghunathan as a Non-Executive Independent Director for a second term of
five years from 22nd July 2024 to 21st July 2029, was recommended by the Nomination and Remuneration
Committee and approved by the shareholders at their meeting held on 2nd May 2025, after considering her
rich experience.

:. Board and Committees

The Composition of the Board and its Committees and particulars of its meetings are disclosed under the report

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

Audit Committee Recommendations

During the year, the Board had accepted all the recommendations made by the Audit Committee.

d. Remuneration / Commission received by Director from holding or subsidiary company(ies)

The Managing Director / Whole-time Director / any other Director of the Company has not received any
commission from the Company, and has not received any remuneration or commission from its wholly owned
subsidiary or any other subsidiary company during the financial year under review.

20. Adequacy of Internal Financial Controls

Your Company has established adequate internal financial control systems that undergo periodic reviews. These
controls are supported by system, internal audits, and management reviews, all guided by documented policies
and procedures. To ensure the system operates effectively, the Internal Auditors conduct regular reviews, and
their findings are discussed with the Audit Committee and the Auditors. Additionally, the Company’s Auditors
have provided certificates regarding these controls, which are included with their reports.

21. 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.

22. Subsidiaries

As at the beginning of the year, your Company had two subsidiaries:

1. M/s. WSI Falcon Infra Projects Private Limited (formerly known as WS Insulators Private Limited),

incorporated on 14th November 2019.

2. M/s. WSI-P&C Verticals Private Limited, incorporated on 30th December 2023, which is a wholly-owned

subsidiary.

During the year under review:

a) M/s. WSI Falcon Infra Projects Private Limited:

• This entity, previously a wholly-owned subsidiary, became a subsidiary with 51% ownership of the
Company, effective 30th December 2024. The change occurred pursuant to Securities Subscription
Agreement with M/s. Prestige Exora Business Parks Limited and shareholder approval at an EGM held
on 2nd May 2024, by which 49% of equity allotted. Consequently, new directors were appointed to its
Board.

• As at the year-end, WSI Falcon Infra Projects Private Limited reported an issued capital of ?0.20 Crores
(previous year: ?0.10 Crores) following the induction of the new investor. The reserves and surplus stood
at ?75.95 Crores (previous year: ?82.02 Crores), total assets amounted to ?165.98 Crores (previous
year: ?153.01 Crores), and total liabilities were ?89.83 Crores (previous year: ?70.89 Crores).

• The subsidiary did not generate any turnover during the year (previous year: Nil). The loss before and
after tax for the year was ?6.84 Crores (previous year: ?0.25 Crores). No provision for taxation was
made, and no dividend was declared for the current or previous year.

b) M/s. WSI-P&C Verticals Private Limited:

• This entity, incorporated on 30th December 2023, continued as a wholly-owned subsidiary during the
year.

• As at the year-end, it reported a share capital of ?0.10 Crores (same as previous year). The reserves and
surplus stood at ?(0.37) Crores (previous year: ?(0.01) Crores), total assets were ?20.06 Crores (previous
year: ?0.10 Crores), and total liabilities amounted to ?20.33 Crores (previous year: ?0.01 Crores).

• The subsidiary did not generate any turnover during the year (previous year: Nil). The loss before and
after tax for the year was ?0.37 Crores (previous year: ?0.01 Crores). No provision for taxation was
made, and no dividend was declared for the current or previous year.

Board Review and Consolidation:

During the year, your Board of Directors reviewed the financial statements of WSI Falcon Infra Projects Private
Limited and WSI-P&C Verticals Private Limited. In accordance with Section 129(3) of the Companies Act, 2013,
the Company has prepared the Consolidated Financial Statements for the financial year ended 31st March
2025, which form part of this Annual Report.

Further, the statement containing the salient features of the financials of the subsidiaries in Form AOC-1 is
attached as Annexure - 3 and forms part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited standalone and consolidated financial
statements are available on our website: https://wsindustries.in/announcements/62nd-agm-2025#main

23. Details of Significant and Material Orders

During the year under review, no significant and material orders were passed by any Regulator, Court, Tribunal,
Statutory or Quasi-judicial authority which would impact the going concern status of the Company or its future
operations.

Further, in accordance with generally accepted accounting principles, the Company has appropriately disclosed
the impact of pending litigations, wherever applicable, in its financial statements.

24. 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. After disclosure of Q1 Financial Results, statutory auditors
submitted the resignation due to pre occupation with other professional engagement. Further the statutory
auditors have confirmed that there are no other reasons for their resignation.

The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. P Chandrasekar LLP,
Chartered Accountants (Firm Registration No. 000580S/S200066), as Statutory Auditors of the Company for an
interim period from August 23, 2025 until the conclusion of this Annual General Meeting.

Further, based on the recommendation of the Audit Committee and the Board of Directors, it is proposed to
appoint M/s. P. Chandrasekar LLP, Chartered Accountants (Firm Registration No. 000580S/S200066), as
Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the
62nd Annual General Meeting until the conclusion of the 67th Annual General Meeting, subject to the approval
of the shareholders at this Annual General Meeting.

Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014, M/s. Vivekanandan Associates, Chartered Accountants (FRN: 005268S),
were appointed as the Internal Auditors of the Company for the financial year 2024-25. The firm has rendered
professional and satisfactory services, contributing effectively to the enhancement of the Company’s internal
control systems and risk management framework.

As part of good governance practices and to introduce a fresh perspective to the internal audit function, the Board,
based on the recommendation of the management, has approved the appointment of M/s. R. Subramanian and
Company LLP, Chartered Accountants, Chennai, as the Internal Auditors of the Company for the financial year
2025-26. The firm brings with it rich experience in conducting internal audits across diverse sectors and is
expected to add value to the Company’s internal audit processes.

Secretarial Auditor

Pursuant to Section 204(1) of the Companies Act, 2013 and applicable rules, the Board had appointed M/s.
Lakshmmi Subramanian & Associates, as the Secretarial Auditor for the financial year 2024-25. The Secretarial

Audit Report, forming part of this Report as Annexure - 6, does not contain any qualifications or adverse
remarks.

In line with the amended Regulation 24A of the SEBI Listing Regulations, the Board has approved the appointment
of M/s. Lakshmmi Subramanian & Associates as Secretarial Auditor for a fixed term of five consecutive years
(FY 2025-26 to 2029-30), subject to shareholder approval at the ensuing AGM.

Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and
Audit) Rules, 2014, the Company is required to maintain cost records and have them audited. Accordingly, the
Board of Directors, based on the recommendation of the Audit Committee, has appointed Mr. P. Raju Iyer, Cost
Accountant, as the Cost Auditor of the Company for the financial year 2024-25, to carry out the audit of the cost
records maintained by the Company.

The remuneration fixed for the Cost Auditor is ?75,000/- (Rupees Seventy-Five Thousand only) plus applicable
GST and out-of-pocket expenses, which is subject to the ratification of the shareholders at the ensuing General
Meeting.

Further, based on the continued eligibility and performance, the Board has proposed to re-appoint Mr. P. Raju
Iyer as the Cost Auditor for the financial year 2025-26 on the same terms of remuneration, subject to the
approval of the shareholders at the ensuing General Meeting in respect of his remuneration.

25. Management response in the director’s report to the Auditor’s Emphasis of Matter (EoM):

The Statutory Auditors, in their Report on the standalone Ind AS financial statements of the Company for the
year ended 31st March 2025, have drawn attention to certain matters by way of Emphasis of Matter without
qualifying their opinion. While the Auditors have specifically stated that their opinion is not modified in respect
of these matters, the Board of Directors considers it appropriate to provide the following clarifications for the
benefit of Members:

1. Write-back of Payables to Overseas Customers/Suppliers

The amounts aggregating to ?5.55 Crores, written back in earlier years, pertain to the erstwhile Electro¬
Porcelain Products Division, which has since been discontinued. The management is in the process of
obtaining necessary approvals from the competent authorities. These payables relate to a discontinued
business line, and no adverse impact is expected on the continuing operations of the Company.

2. Budgetary Controls for Construction Contracts

The Company has a structured system of preparing and monitoring project cost budgets. As part of its
continuous improvement, the management is strengthening its control-based budgetary processes to further
enhance monitoring of project outcomes. The estimation methodology followed is consistent with industry
practices, and any deviations, if any, will only be ascertainable upon completion of projects. These matters
do not affect the integrity of the financial statements.

Overall Clarification

The above matters are procedural and operational in nature and have been appropriately disclosed in the
financial statements. They do not impact the Company’s financial position, operations, or its ability to continue
as a going concern.

26. Compliance with Secretarial Standards

The Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute
of Company Secretaries of India (ICSI), as notified by the Ministry of Corporate Affairs under the Companies
Act, 2013.

There was no deviation from the applicable Secretarial Standards during the year under review. The Company
has not voluntarily adopted any additional Secretarial Standards beyond those mandated.

27. 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

During the year under review, no application was made and no proceedings were pending against the Company
under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, as at the end of the
financial year.

28. Status of implementation of Corporate Action

During the year under review, the Company has not failed to complete or implement any corporate action
within the prescribed timelines. All applicable corporate actions were executed in compliance with the relevant
statutory provisions.

29. Other Disclosures

a) In addition to the Standalone Financial Statements, the Consolidated Financial Statements of the Company
and its subsidiaries have been prepared and presented in accordance with the provisions of the Companies
Act, 2013 and applicable Indian Accounting Standards (Ind AS).

b) The Company has undertaken various key initiatives during the year to strengthen its stakeholder and customer
relationships, and remains committed to promoting a safe, healthy, and sustainable work environment. The
Company continues to uphold high standards of environmental responsibility and workplace safety as part of
its operational practices.

c) The Annual General Meeting (AGM) for the financial year was convened within the statutory time frame, and
there was no delay in holding the meeting.

d) Pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015, read with Schedule V, SEBI Circular dated
13th July 2023, and relevant provisions of the Companies Act, 2013, Disclosure on Statutory / Regulatory
Penalties as stated below:

During the year under review, the Company addressed two matters falling under statutory/regulatory
compliance.

o First, the Company received an intimation from BSE Limited in respect of a Standard Operating
Procedure (SOP) fine levied for certain delays and non-compliances under SEBI (LODR) Regulations,
2015, relating to the period 2014-2019. After considering the Company’s representation, BSE revised
the amount payable, and the Company duly settled the same in April 2024 for a sum of ?0.53 lakhs
(including GST). The matter has since been closed, with no further liability.

o Second, during the financial year 2024-25, the Company voluntarily chose to make a settlement in
respect of ineligible Input Tax Credit (ITC) pertaining to that year. The Company, in order to avoid any
potential future disputes, made a payment of ?6.61 lakhs on 30th December 2024. This transaction is
fully settled, and no continuing exposure exists in relation thereto.

Management Clarification:

Both the above payments were procedural in nature, have been fully settled during the reporting period. They
do not give rise to any continuing or contingent liability and have no material impact on the Company’s financial
position, operations, or ability to continue as a going concern.

The disclosure captures the penalties paid to BSE Limited (SOP Fine) and DGGI - Madurai (GST penalty)
during the reporting year, along with management clarification that these are procedural matters, fully settled,
and have no impact on the Company’s going concern status.

30. Additional Disclosure under Listing Regulations
a. Statement of Deviation or Variation

Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company hereby confirms that during the financial year under review, it has not observed any deviation or
variation in the utilisation of proceeds raised through preferential issue of Equity and Convertible Warrants.

The funds have been utilised in line with the objects stated in the Explanatory Statement to the notice of the
General Meeting approving the said issue, and there is no category-wise variation between the projected and
actual utilisation of such proceeds. The details of the utilisation of funds have been provided in the earlier
section of this Annual Report under the heading “Disclosure of Proceeds Utilization” - Change in the Capital
Structure of the Company during the year). The Company has also made the necessary quarterly disclosures
in this regard to the stock exchange(s), as required under the said Regulation.

b. Listing and Trading Status on Stock Exchanges

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.

During the financial year under review, the Company’s equity shares were not suspended from trading on either
the BSE (Security Code: 504220) or the NSE (Symbol: WSI). There were no instances of trading suspension
imposed by any regulatory authority, and as such, no trading disruptions occurred.

During the year under review, the equity shares of the Company were placed under Stage 1/2 of the Enhanced
Surveillance Measure (ESM) framework by the stock exchanges, in accordance with the guidelines issued
by SEBI and the exchanges. The ESM categorisation is based on parameters such as price variation, market
capitalisation, and trading volumes. The inclusion of the Company under ESM is not attributable to any non¬
compliance or default on the part of the Company. As on the date of this Report, the Company is not in any ESM
framework.

31. Green Initiative in Corporate Communications

In support of the Green Initiative launched by the Ministry of Corporate Affairs and to promote sustainable
practices, the Company continues to provide the Annual Report and other shareholder communications in both
electronic and physical formats. Shareholders are encouraged to opt for electronic communication to receive
future notices and documents, thereby contributing to environmental conservation and enabling faster and
efficient delivery.

32. Acknowledgements

The Board of Directors expresses its sincere gratitude to the Company’s valued customers, vendors, investors,
banks, financial institutions, academic partners, regulatory authorities, stock exchanges, and all other
stakeholders for their continued support and cooperation.

The Board also places on record its appreciation for the support extended by various government departments,
statutory and regulatory bodies, and their agencies.

The Directors further acknowledge and commend the dedicated efforts, commitment, and professionalism
demonstrated by the employees across all levels, which have been instrumental in the Company’s progress.

For and on behalf of the Board

SEYYADURAI NAGARAJAN C.K. VENKATACHALAM

_{Place : Chennai} CHAIRMAN MANAGING DIRECTOR

Date : 23rd August 2025 DIN:07036078 DIN:00125459

---

Mar 31, 2024

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)
Particulars	For the period ended
	31st March 2024	31st March 2023
Revenue from operations	3263.80	796.73
Other Income	23.20	31.94
Total Income	3287.00	828.67
Cost of materials consumed	1656.79	511.46
Construction and other operating expenses	1051.26	188.63
Employee benefits expense	74.60	41.92
Finance costs	59.37	42.53
Depreciation	7.26	2.06
Other expenses	56.75	53.78
Total Expenses	2906.03	840.39
Profit/(Loss) before exceptional items and tax	380.98	(11.72)
Exceptional Items	1146.36	43.73
Tax Expense: Deferred Tax	106.12	-
Profit/(Loss) for the year from continuing operations	1633.46	32.01
Profit/(Loss) for the year from discontinued operations	-	164.54
Profit / (Loss) for the year	1633.46	196.55

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)
PARTICULARS	FY 2024	FY 2023
Total Revenue	3287.00	828.67
Expenses	2839.39	795.80
EBITDA	447.61	32.87
Finance Cost	59.37	42.53
Depreciation	7.26	2.06
Profit Before Tax before exceptional and extraordinary item	380.98	(11.72)

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.

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Mar 31, 2023

The Directors hereby present the Sixtieth Annual Report and the Audited Financial Statements of the Company for the Financial Year ended 31^st March 2023. The salient highlights (in the Ind AS format) are provided in the table below:

		(Rs. in Million)
	For the period ended
Particulars	31st March 2023	31st March 2022
Sales and other operational income	796.72	-
Other Income	31.94	0.93
Total Income	828.67	0.93
Gross Profit / (Loss) from continuing Operations	76.60	(3.37)
Less : Depreciation	2.06	0.01
Interest /Finance Charges	42.53	34.95
Net Profit / (Loss) for the year from continuing operations	32.01	(38.33)
Provision /(withdrawal) for Income Tax / Deferred Tax	-	-
Net Profit /(Loss) for the year after Tax from continuing operations	32.01	(38.33)
Net Profit/(Loss) for the year after Tax from discontinued operations	164.54	(554.81)
Net Profit/(Loss) for the year after Tax	196.55	(593.14)
Profit / (Loss) brought forward from the previous year	(5629.82)	(5036.68)
Other Comprehensive Income/(Loss) arising from discontinued operations	-	-
Surplus/(Deficit)/ carried to Balance Sheet	(5433.27)	(5629.82)

1. Operations review

a. The Company is in normal operations wef Q2 of the financial year under review.

b. Further to alienation of discontinued business the operations is from the continuing business of turnkey projects from erstwhile operations, newly commenced infrastructure operations and consultancy income.

c. The Company has settled the Remaining Debt outstanding with respect to Visakhapatnam Unit with the Edelweiss Group on 13^th April 2022 as full and final settlement with release of all claims outstanding against the Company. With the above Settlements, all the necessary charges with respect to the Vizag Unit were released.

d. Completed the transfer of Vizag Unit/Plant/Undertaking to M/s. Winwin Speciality Insulators Ltd. on 27^th April 2022 for a consideration of Rs. 208.50 Millions.

e. After successful completion of financial restructuring of the Company, the Company has raised funds by way of preferential issue (intimated to the stock exchanges on 30^th April 2022) to strengthen the operating position of the Company to enable participation in emerging opportunities in the infrastructure space and turn key project segments.

f. There was a change in management of the Company pursuant to the sale of shares by the erstwhile promoter group in April-2022. Pursuant to the Share Purchase Agreement (“SPA”) dated 30^th April 2022 entered into between Mr. C. K. Venkatachalam, Mr. C. K. Balasubramanian, Mr. S. Anandavadivel, Mr. S. Aravindan, Mr. S. Nagarajan, Mr. K. V. Prakash and Trineva Infra Private Limited (“Acquirers”) and the erstwhile promoter group and the Share Subscription Agreement (SSA) dated 30^th April 2022 entered into between the Acquirers, Company and the erstwhile Promoter Group, Open Offer was triggered under Regulations 3, 4 & 5 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the Open Offer was given by the Acquirers to the public shareholders of the Company and carried out other consequential actions under the SEBI Regulations. The change in management was effected on 10^th June 2022 wherein the Mr. C. K. Venkatachalam, Mr. Mr. S. Anandavadivel and Mr. S. Nagarajan were inducted into the Board as additional directors and Mr.K. B. Anantharaman, Mr. S. Muraleedharan and Mr. K. Rajasekar have resigned from the Board.

g. The status of various litigations have been disclosed in the notes to the financial statements enclosed with this report.

h. The company does not fall under the “Large Corporate Entity” with reference to SEBI Circular No.SEBI/HO/ DDHS/CIR/P/2018/144 dt. 26 11 2018, on “Fund raising by issuance of Debt Securities by Large Entities.”

i. The 925000 Non-convertible, Redeemable and Cumulative Preference Shares of Rs.100/- each fully paid up held by Trala Electromech Systems Private Limited and due for redemption on 30^th September 2022 has been extended by the above shareholder for a further period of 12 months, i.e., upto 30^th September 2023 and further extended upto 30^th September 2024.

j. The 350000 Non-convertible, Redeemable and Cumulative Preference Shares of Rs. 100/- each fully paid up held by Vensunar (P) Ltd. and due for redemption on 31^st August 2022 has been extended by the above shareholder for a further period of 12 months, i.e., upto 31^st August 2023 and further extended upto 31^st August 2024.

k. The shares of the Company have been moved out of GSM Framework w.e.f 14^th March 2023 by BSE Vide its notice no.20230310-77 dated 10.03.2023 and NSE Vide its circular reference No.158/2023 dated 10.03.2023.

l. The detailed analysis of the Company’s performance during the year has been provided in Annexure - 1 to Board’s Report under “Management Discussion and Analysis Report”.

m. The effects of COVID-19 pandemic did not have any significant impact on the Company’s operations and compliances, during the period under review.

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 2023 was Rs.41,80,22,670/- divided into

4,18,02,267 equity shares of face value of Rs.10/- each.

The Paid up preference share capital of the Company as on 31^st March 2023 was Rs.12,75,00,000/- divided into

12,75,000 preference shares of face value of Rs.100/- each.

(i) During the year the company has made preferential allotment for 46,34,224 equity shares on 10^th June 2022.

(ii) During the year the company has made preferential allotment for 43,60,000 equity shares on 26^th December 2022.

(iii) During the year the company has made preferential allotment for 2,27,25,000 Convertible Warrants on 26^th December 2022

(iv) During the year the company has made preferential allotment for 19,95,000 equity shares on 5^th January 2023.

(v) During the year the company has made preferential allotment for 8,75,000 Convertible Warrants on 5^th January 2023.

(vi) During the year the company has converted 45,52,436 warrants to equity shares fully paid on 23^rd March 2023.

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 WS Insulators Private Limited (wholly owned subsidiary).

Your Company has, in accordance with Section 129 (3) of the Companies Act 2013 prepared the Consolidated Financial Statements for the Financial Year ended 31^st March 2023, 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 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

I n 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/uploads/public/64e/9f7/d42/64e9f7d4206f2227527639.pdf

13. Material changes and commitment affecting financial position between the Financial Year ended 31^st March 2023 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. During the year the company has appointed Ms. Revathi Raghunathan, Non Executive Independent Director w.e.f 22.07.2022. 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. C.K.Venkatachalam is a Bachelor of Technology, having 18 years of experience and expertise in various government projects, large scale industrial projects and all types of civil engineering works. A well renowned expert partner, providing industry- leading staff, technology and skills to deliver engineering solutions that exceed expectations. Mr.C.K.Venkatachalam is a secretary in Builders Engineering College, Kangeyam, Tirupur District, Tamil Nadu. The Company has been greatly benefited by his knowledge and rich experience.

Mr. C.K.Venkatachalam (DIN:00125459) 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 reappointment 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 appointed as Managing Director 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 two years effective from 22^nd July 2022 on rotational basis

Joint Managing Director

Mr.S.Anandavadivel, had been appointed as Joint Managing Director 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 two years effective from 22^nd July 2022 on rotational basis.

Whole Time Director

Mr.K.Rajasekar, Whole Time Director of the Company resigned on 10.06.2022.

Mr. Kalavar Vittal Rao Prakash, had been appointed as Whole Time Director 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 two years effective from 22^nd July 2022 on rotational basis.

Woman Director

I n 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 (w.e.f 22.07.2022) are on the Board of the Company.

Other Directors

Mr.K.B.Anantharaman, Director and Mr.S.Muraleedharan, Director of the Company held office upto 10.06.2022. Key Managerial Personnel (KMPs)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mr. K. Rajasekar, Whole Time Director (upto 10.06.2022), Mr. Kalavar Vittal Rao Prakash, Whole Time Director (from 22^nd July 2022), Mr. S. Nagarajan, Managing Director (upto 22^nd July 2022), Mr. C.K. Venkatachalam, Managing Director (from 22^nd July 2022) 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/uploads/public/64e/9f7/d42/64e9f7d4206f2227527639.pdf Therefore, details pertaining to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as Annexure 5 to this report.

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 2022-23 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 are given in 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 59^th Annual General Meeting till the conclusion of 64^th 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 2022-2023.

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 2022-23. 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 31.03.2023.

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 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 and 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 31^st March 2023 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 ix (d) to the Annexure ‘A’ to the Independent Auditor’s Report on the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act:

The Company had participated in an e-auction for a property in Sunguvar Chathram, Sriperumbudur Taluk, Kancheepuram District of Tamil Nadu, under SARFAESI, on 09.03.2023. The Company stood as the successful bidder, being an auction under SARFAESI, a Sale Certificate was issued confirming the ownership and possession on 27.03.2023. Accordingly, the Company had remitted the sale consideration of Rs. 107.35 Crores. The Company is in the process of registering the Sale Certificate with Sub Registrar Office of Sunguvarchatram. Pending mutation in favour of the Company the purchase consideration paid amounting to Rs.107.35 crores has been classified as Capital advance in financial statements in the year under review.

The Company envisages a modern logistics park, and, in consultation with architects proposes to develop an integrated township with attendant infrastructure. The Company will associate with relevant industry leaders and financial institutions to develop this project and generate annuity and significant revenues. Detailed master plan is being developed including optimal land use that will enable the Company to leverage significantly on this acquisition and consequent value maximization. The detailed proposed master plan will have the optimum mix of land parcels having partly as long term assets and partly forms part of inventories in the Company which will be ascertained once definitive plan is being developed. Once the master plan is implemented the proportion of short term and long term assets will be ascertained and accordingly appropriately disclosed in the subsequent financial statements.

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. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institution, Government authorities, other stakeholders and members during the year under review. Your Directors also wish to place on record their acknowledgement and gratitude for the commitment shown by the Company’s personnel who have been functioning under very trying circumstances. Your Directors also wish to express their appreciation for the erstwhile promoter group that has steered the Company through difficult times in the last few years and the Company shall strive to take the rich heritage forward with the same zeal and motivation exhibited by the erstwhile promoter group.

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Mar 31, 2015

Dear Members

The Directors hereby present the Fifty Second Annual Report on the business and operations of the Company and the Audited Financial Statements for the 6 months' ended 31 st March 2015.

1. Results of operations

Due to the ongoing cash crunch, the Company's operations remained significantly affected for most of the year. Hence the revenues are very low and the losses are significant due to incurrence of employee and financial costs.

(Rs. in million)

Particulars Forthe period For the period ended ended 31 st March 30th Sept. 2015 (6 months)* 2014 (12 months)

Sales and other operational income 99.58 1139.74

Other Income 20.78 160.72

Total Income 120.36 1300.46

Gross Profit /(Loss)from Operations (185.55) (332.37)

Less: Depreciation 62.86 99.50

Interest/Finance Charges 236.06 470.34

Net Profit /(Loss) for the year (484.47) (902.21)

Provision /(withdrawal) for Income Tax

Deferred Tax (15.00) (17.10)

Net Profit/(Loss) forthe yearafter Tax (469.47) (885.11)

Profit/(Loss) Brought forward from previous year (1426.99) (541.88)

Depreciation on transition to Schedule II of the

Companies Act, 2013 (77.54) -

Surplus/(Deficit)/carried to Balance Sheet (1974.01) (1428.99)

*The figures given in the previous period and the current period are not comparable.

2. Consolidated Financial Statements

Your Company is also presenting the audited consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

3. Dividend

During the six months under review, the operations of your Company were severely impacted for several reasons explained in the Management Discussion and Analysis report appended as Annexure 1 of this Report. In view of the adverse financial results, the Directors regret that it will not be possible to propose any dividend on the Equity Shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital in view of the loss sustained by your Company.

4. Transfer of Profit to Reserves

The company has not proposed to transfer any of its profits to reserves in view of the Carried forward losses.

5. Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

6. Fixed Deposits

Your Company has not accepted any Fixed Deposits and as such no amount of principal or interest was outstanding as of the Balance Sheet date.

7. Material changes and commitment affecting financial position between the 6 months ended 31st March 2015 and the date of this Report

Reference may be made to the Management Discussion and Analysis Report appended to this Report. There are no material changes or 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 the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

8. Corporate Governance

Corporate Governance Report in compliance with Clause 49 of the Listing Agreements with stock exchanges is appended as Annexure 2 and forms an integral part of this report.

9. Particulars of Contracts or arrangements made with related parties

Particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed form AOC 2 is appended as Annexure 3 to the Board's Report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure 4 to this Report.

11. Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 5 to this Report.

12. Subsidiaries

During the six months period, your Board of Directors have reviewed the Financial Statements of the 100% subsidiary as well as the step subsidiary (which was earlier a material subsidiary). Your Company has, in accordance with Section 129 (3) of the Companies Act 2013 prepared the Consolidated Financial Statements for the six months ended 31st March 2015, 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 to the Financial Statements forming part of this Report.

In accordance with Section 136 of the Companies Act 2013, the audited consolidated financial statements as well as the audited financial statements of each subsidiary company are available on our website www.wsindustries.in/KYC.

13. Corporate Social Responsibility

In view of the losses incurred, the applicability of Section 135 of the Companies Act 2013 pertaining to Corporate Social Responsibility does not arise.

14. Risk Management

During the year, your Company has assigned Risk Management responsibility to the Audit Committee and has framed a Risk Management Policy which is available in the website of the Company www.wsindustries.in/KYC.

The Company has classified risks and the Committee plays an active role in mitigating the risks and to align it with the objectives of the Risk Management Policy of the Company.

15. Internal Financial Controls

Your Company has adequate internal financial controls with reference to the financial statements and commensurate with its business operations.

16. Directors and Key Managerial Personnel Appointment

It is proposed to appoint Mr.S.Rajasekar and Mrs. Hema Pasupatheeswaran as Directors of your Company. The Company has received notices along with the requisite deposits for their appointment as Directors liable to retire by rotation and the same is being placed before the Annual General Meeting for the approval of the Members.

A brief profile of the above directors is provided under the Corporate Governance Report and in the Notice of the Annual General Meeting.

Resignation

Mr.S.Suresh, resigned as Whole Time Director (Director - Operations) and the same was accepted at the Board Meeting held on 14 August 2015, effective 7th August 2015. The Board placed on record their appreciation and gratitude for his guidance and contribution during his association with the Company.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. B.Swaminathan, Chief Financial Officer and Mrs. Hema Pasupatheeswaran, Company Secretary were designated as the "Key Managerial Personnel" of the Company.

17. Declaration by Independent Directors

At the previous Annual General Meeting held on 27th March 2015, the shareholders have approved the appointment of Mr.K.Raman and Mr.G.Balasubramanyan as the Independent Directors of the Company, for a period of five years not subject to retirement by rotation. The Company has received necessary declarations from the said independent directors confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Performance Evaluation Policy

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non- executive directors and executive directors. The same is available in the website of the Company at www.wsindustries.in/KYC.

Remuneration

None of the directors are drawing remuneration (including sitting fee) and therefore the provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable and hence not furnished.

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. There is no increase in percentage of remuneration drawn by KMP and is not comparable to the performance of the Company, since the Company did not function to its fullest capacity Therefore details pertaining to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has not been provided.

18. Meetings of the Board

Six meetings of the Board of Directors were held during the period under review. For further details, please refer the Corporate Governance Report of this Annual Report.

19. Audit Committee, its composition and functions

The Audit Committee comprises of 3 directors viz., Mr.K.Raman, Mr.V.Srinivasan and Mr.G.Balasubramanyan. After chairing the Committee for several years, Mr. Raman has stepped down from the Chairmanship being replaced by Mr. G. Balasubramanyan, the other independent Director. All recommendations made by the Audit Committee during the period under review, were accepted by the Board.

Whistle blower Policy & Code of Conduct

The Company has adopted the Whistle Blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or Ethics. The said Policy is available on the Company's website www.wsindustries.in/KYC.

20. Auditors

Statutory Auditors

M/s.S.Viswanathan, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of three years at the Annual General Meeting held on March 27, 2015. Their appointment is to be ratified every year at the Annual General meeting as per the provisions of Section 139(1) and the said appointment is placed for the ratification of the shareholders at the ensuing Annual General Meeting.

Comments on Statutory Auditors' Report

The reports of Statutory Auditors do not carry any qualifications, reservations or adverse remarks which require comments from the Board.

Secretarial Auditor

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,Ms.Lakshmmi Subramanian (Membership No. 3534 CP No. 1087), Partner, M/s.Lakshmmi Subramanian & Associates, was appointed as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the FY 2014-15, is enclosed asAnnexure 6 to this Report.

Comments on Secretarial Auditors' Report

With reference to the observations made by the secretarial auditor, Ms. Lakshmmi Subramanian, Practicing Company Secretary, in her Secretarial Audit Report, your Company has taken the corrective measures during the current financial year.

20. Human Resources

Your Company enjoys cordial relationship with its employees at all levels. The Company's industrial relations continued to be harmonious during the period under review.

21. Prevention of Sexual Harassment Policy

Your Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the period 2014-2015, no complaints were received by the Company related to sexual Harassment.

22. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

Your Company is listed in both National Stock Exchange and Bombay Stock Exchange and has paid the Listing Fee for the Year 2015-16 to both these Exchanges.

23. Director's Responsibility Statement

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

a. In the preparation of the annual accounts, the applicable accounting standards have been followed.

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 period ended 31st March 2015 and of the profit or loss of the Company for the said 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 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.

24. Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board

Place: Chennai V. SRINIVASAN Date: 14thAugust2015 Chairman

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Sep 30, 2014

Dear Members,

The Directors are pleased to present the Fifty First Annual Report along with the Audited Statement of Accounts and the Auditors'' Report of your Company for the Financial Year ended, 30th September 2014. The summarized financial results for the year ended 30th September 2014 are as under:

FINANCIAL RESULTS

Particulars For the For the period period ended ended 30th 30th September September 2014 2013 (18 months)

Sales and other operational income 1139.74 2028.65

Other Income 160.72 1382.07

Total Income 1300.46 3410.72

Gross Profit/(Loss) from Operations (332.37) 815.20

Less: Depreciation 99.50 158.11

Interest/Finance Charges 470.34 662.51

Net Profit/(Loss) for the year (902.21) (5.42)

Provision /(withdrawal) for Income Tax Deferred Tax (17.10) 84.60

Net Profit/(Loss) for the year after Tax (885.11) (90.02)

Profit Brought forward from previous year (541.88) (451.86)

Transfer from General Reserve - -

Surplus/(Deficit)/ carried to Balance Sheet (1426.99) (541.88)

DIVIDEND

During the year under review, the operations of your Company were severely impacted for several reasons explained under the head ''Business Operations''. In view of the adverse financial results, the Directors regret that it will not be possible to propose any dividend on the Equity Shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital in view of the loss sustained by your Company.

BUSINESS OPERATIONS

The overall sales from operations was Rs.1139.74 million for the year ended 30th September 2014. Your Company''s operations were severely impacted due to the significant working capital constraints suffered by the Company throughout the year. This resulted in very low capacity utilization which again had a spiraling effect of increasing losses since majority of the fixed costs was un-covered. On the positive side, selling prices continued to increase. Due to the significant initiatives taken by your Company, the Government brought in a provisional anti-dumping duty on 16th September 2014. This will help to increase domestic capacity utilization going forward. The safeguards duty imposed by the Government of India in December 2012 expired in December 2013.

REAL ESTATE INITIATIVES

Your Company is awaiting final approvals from appropriate authorities on receipt of which it will start receiving cash flows from sale of real estate.

SUBSIDIARIES

During the year, W.S. Insulators Limited was renamed as W.S. T & D Limited ("W.S. T & D") to distinguish the activities being undertaken by W.S. T & D from that of the parent company. During the year, your Company acquired the balance share capital from other shareholders and consequently W.S. T & D became the wholly owned subsidiary of your Company. During the year, the shares of W.S. Electric Limited were transferred to the wholly owned subsidiary, W.S. T & D.

Consequent to the transfer of shares held by the Holding Company to W.S. T & D, W.S. Electric Ltd. has become the subsidiary of W.S. T & D and a step subsidiary of your Company.

CASH MANAGEMENT

In the view of the Board, once the monetization of our real estate assets takes place and the payments are received, your Company could significantly step up the operations of both the Insulator and Projects businesses

REFERENCE TO BIFR

As your Company''s networth has fully eroded due to the huge losses suffered by it, your Company mandatorily has to make a reference to the Board for Industrial & Financial Reconstruction ("BIFR") as per Section 15(1) of the Sick Industrial Companies (Special Provisions) Act 1985 ("SICA")

FUTURE PROSPECTS

Your Company''s order book presently stands at about Rs 439 million. Your Company is taking parallel steps to improve the financial health of your Company by pursuing avenues for long term capital accrual in tandem with steps to improve the profitability of its businesses.

GREEN INITIATIVE

In line with the Green Initiative of the Ministry of Corporate Affairs, your Company had initiated steps for implementing the same for the benefit of the shareholders.

In this connection, your Company had sent communication to the shareholders seeking their consent for sending the Annual Report and other communication from your Company by using electronic mode.

We are thankful to such of the shareholders who have accepted for receiving the Annual Report through e-mail and would request other shareholders also to give their consent at the earliest to enable your Company to implement and make the Government''s initiative a success.

ACKNOWLEDGMENT

Your Directors wish to gratefully acknowledge the contribution made by the employees at all levels towards the operations of your Company within the constraints of a difficult operating environment. Your Directors also wish to place on record their appreciation of the continued support extended to your Company by its Bankers / Lenders, the Central / State Governments and all its stakeholders.

For and on behalf of the Board Place: Chennai V.SRINIVASAN Date: 13th February 2015 Chairman

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Mar 31, 2012

The Directors hereby present the Forty Ninth Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs in Million) For the year ended

31st March 2012 31st March 2011

Sales and other operational income 2251.04 2531.36

Other Income 167.87 393.96

Total Income 2418.91 2925.32 Gross Profit / (Loss) from Operations (226.78) 243.89

Less: Depreciation 100.20 96.07

Interest / Finance Charges 323.54 175.77

Net Profit / (Loss) for the year (650.52) (27.95)

Provision / (withdrawal)

Deferred Tax (101.80) 2.40

for Income Tax

Net Profit /(Loss) for the year after Tax (548.72) (30.35)

Profit Brought forward from previous year 2.82 1.48

Transfer from General Reserve 94.04 60.00

Transfer to Capital Redemption Reserve - (17.50)

Provision for Preference Dividend - (9.27)

Distribution tax / Education cess on above dividend - (1.54)

Surplus / (Deficit) carried to Balance Sheet (451.86) 2.82

DIVIDEND

During the year under review, the operations of the Company were severely impacted for several reasons explained under the head 'Business Operations'. In view of the adverse financial results, the Directors regret that it will not be possible to propose any dividend on the Equity Shares.

The Directors also regret their inability to recommend any payment of contracted dividend on Preference Share Capital in view of the loss sustained by the Company.

BUSINESS OPERATIONS

The Company operates in two business segments namely (a) Insulators and (b) Turnkey Projects. The overall sales from operations was Rs 2251.04 million as against Rs 2531.36 in the previous year. Pressure on pricing due to predatory competition from China, customer deferment due to delay in T & D projects execution and weak overall environment contributed to the reduction in sales. Our second unit, located in the Special Economic Zone at Visakhapatnam, is now fully operational but operated at a low capacity utilization throughout the financial year.

The year was marked by several adverse factors both on the production and commercial fronts. The market, both in India and overseas, saw reduction in prices due to intense competition. The overall reduction in export demand for Indian Insulator industry due to Chinese competition was further aggravated by the diversion of that capacity in to the domestic market. Added to this, direct competition from China resulted in substantial reduction in selling prices in the Indian market. The operations faced continuing inflationary trend in cost of raw materials and components. Runaway increase in crude prices also impacted the energy cost significantly. Consequent to the power cut imposed by the State utility, the Company had to rely heavily on expensive third party and self generated power in order to meet its energy requirements.

All these factors have resulted in the Company incurring net loss of Rs 548.72 million for the year under review. Detailed analysis of the Company's performance during the year as well as the T&D Sector is provided in Annexure D to this Report.

Other Income includes Rs 159.90 million being the profit arising on transfer of 10,000 Equity Shares of Rs 10/- each held by the Company in its real estate subsidiary to another subsidiary of your Company.

RECOGNITION

Your Directors are pleased to inform that the Company continues to enjoy the status of Export House and recognition as an approved R&D Unit.

CAPITAL EXPENDITURE PROGRAMME

The Company continues to modernize its manufacturing facilities at its Chennai factory in a phased manner with refurbishment and addition of new equipment as appropriate, mainly to reduce the production cost. The main focus of the Capital Expenditure program at the Visakhapatnam plant is to debottleneck capacities wherever required and expand the product portfolio.

STATUS OF SOFTWARE TECHNOLOGY PARK

As stated in the previous report the Subsidiary Company W.S. Electric Limited (WSE) continues to receive rental income from the Lessees regularly in terms of the lease agreements with them. The arbitration proceeding, initiated by WSE's joint developer, has been concluded and the Award is reasonably in Company's favour. However, the joint developer has sought an interim stay against the implementation of the Award in the Madras High Court and the matter is posted for further hearing.

FUTURE PROSPECTS

The Company's order book presently stands at Rs 1818 million. The Company is taking parallel steps to improve the financial health of the company by pursuing avenues for long term capital accrual in tandem with steps to improve the profitability of its businesses. These are explained in detail in Annexure D to this Report.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is set out in Annexure-B to this Report.

The Statutory Auditors of the Company have reviewed the Company's compliance in this regard and have certified the same, as required under the SEBI Guidelines. Such Certificate is reproduced as Annexure - C to this Report. Further, M/s.Lakshmmi Subramanian & Associates, Practicing Company Secretaries, have conducted a Secretarial Audit for the year ended 31st March, 2012 and have confirmed in their Report satisfactory compliance by the Company with all the applicable provisions of the Companies Act, 1956, the Regulations and Guidelines of SEBI as applicable to the Company and the Listing Agreements with the Stock Exchanges.

A separate Management Discussion and Analysis Report on the Company's performance is given in Annexure- D to this Report.

The declaration given by the Managing Director and Chief Executive Officer with regard to compliance with the Company's Code of Conduct by the Board Members and senior management personnel, is furnished as Annexure-E to this Report.

Directors' responsibility statement, as required under Section 217(2AA) of the Companies Act, 1956, is enclosed as Annexure-F to this Report.

DIRECTORS

Your Directors, Mr.N.Srinivasan and Mr. G.V. Viswanath retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

During the year, Mr.Murali Venkatraman was redesignated as Vice-Chairman (Wholetime) and Mr.Narayan Sethuramon was redesignated as Managing Director and Chief Executive Officer.

AUDITORS

M/s.S. Viswanathan, Chartered Accountants, Chennai, the retiring Auditors, being eligible, offer themselves for re-appointment.

STATUTORY INFORMATION

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended regarding employees, is given in Annexure to the Director's Report. However, as per the provisions of Section 219 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the company, excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Registered Office of the company.

Particulars required under Section 217(1)(e) of the said Act relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished in a separate statement annexed to and forming part of this Report as Annexure - A.

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Section 205C of the Companies Act, 1956. Details of Interim Dividend and Final Dividend of 2008 and Dividend of 2009 remaining unclaimed as on 31.3.2012 are as under:

No. of Shareholders Total unclaimed Dividend (in Rs)

Interim Dividend 2008 1997 309150.62

Final Dividend 2008 2030 262250.50

Dividend 2009 1707 340013.00

FIXED DEPOSITS

Your Company has not accepted any deposit from Public during the year under review and there are no outstanding deposits from Public as on date.

SUBSIDIARY COMPANIES: W.S. ELECTRIC LIMITED AND W.S. INSULATORS LIMITED

During the year, 10,000 Equity Shares of Rs 10/- each, fully paid-up, held by the Company in W.S. Electric Limited, were transferred to W.S. Insulators Limited, another subsidiary of the Company.

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8/2/2011, issued under Section 212 of the Companies Act, 1956, has given a general exemption to all companies from annexing the Audited Accounts of the Subsidiary Companies subject to providing certain key information with regard to the subsidiaries and fulfilling certain other conditions. Accordingly, such information has been provided in respect of the Company's subsidiaries W.S. Electric Limited and W.S. Insulators Limited elsewhere in this Report. The Company has also been publishing the Consolidated Accounts as required under the Accounting Standards and the Listing Agreement. The Annual Accounts of the subsidiary Companies and the related detailed information will be made available to the Members of the Company and the subsidiaries on written request for the same made to the Company quoting their Folio/Client and Depository Participant ID numbers.

Copies of audited Accounts of the Subsidiaries have been kept open for inspection by the Members of this Company and the Subsidiary Companies at the respective Registered Offices of the Company and its subsidiaries.

Statement as required under Section 212(3) of the Companies Act, 1956 in respect of the above Subsidiaries is enclosed.

GREEN INITIATIVE

In line with the Green Initiative of the Ministry of Corporate Affairs, the Company had initiated steps for implementing the same for the benefit of the shareholders.

In this connection, the Company had sent communication to the shareholders seeking their consent for sending the Annual Report and other communication from the Company by using electronic mode.

We are thankful to such of the shareholders who have accepted for receiving the Annual Report through e-mail and would request other shareholders also to give their consent at the earliest to enable the Company to implement and make the Govt.'s initiative a success.

ACKNOWLEDGEMENT

Your Directors wish to gratefully acknowledge the contribution made by the employees at all levels towards the operations of your Company within the constraints of a difficult operating environment. Your Directors also wish to place on record their appreciation of the continued support extended to your Company by all its stakeholders.

For and on behalf of the Board

Chennai V. SRINIVASAN

31st May, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors hereby present the Forty Eighth Annual Report along with the Audited Accounts of the Company for the year ended 31 st March, 2011.

FINANCIAL RESULTS (Rs. in Million) For the year ended 31st March 2011 31st March 2010

Sales and other operational income 2531.36 2175.62

Other Income 393.96 10.47

Total income 2925.32 2186.09

Gross Profit from Operations 242.46 53.86

Less : Depreciation 96.06 79.85

Interest/Finance Charges 174.33 113.57

Net Profit / (Loss) for the year (27.93) (139.56)

Provision/(withdrawal) Deferred tax 2.40 (9.20) for Income Tax

Net Profit/(Loss) for the year after Tax (30.33) (130.36)

Profit Brought forward from previous year 1.48 157.69

Transfer from General Reserve 60.00 -

Transfer to Capital Redemption Reserve (17.50) (17.50)

Provision for Preference Dividend (9-27) (714)

Distribution tax / Education cess on dividends (1-54) (1-21)

Surplus carried to Balance Sheet 2.84 1.48

DIVIDEND

During the year under review, the operations of the Company were severely impacted for various reasons explained under the head 'Business Operations'. In view of the adverse financial results, no dividend has been proposed on the Equity Shares.

However, in order to meet the contractual commitments, the Directors recommend payment of dividend on the Preference Share Capital at the contracted rates out of the available reserves in terms of Companies (Declaration of Dividend out of Reserves) Rules, 1975 aggregating to Rs.9.27 million on the Cumulative Redeemable Preference Shares at the contracted rates. This dividend, together with the distribution-tax/education cess thereon, has been provided for in the accounts.

BUSINESS OPERATIONS

The Company operates in two business segments namely (a) Insulators and (b) Turnkey Projects. The net sales from Insulator business for the year was Rs.2122.67 million as against Rs.1764.59 million made in the previous year resulting in a growth of 20% in value terms. Our second unit, located in the Special Economic Zone at Visakhapatnam, is now stabilizing its operations but operated at a low capacity utilization through out the financial year.

The Turnkey Projects Division achieved a turnover of Rs.408.69 million in the current financial year as against Rs.411.03 million for the previous year.

The year was marked by several adverse factors both on the production and commercial fronts. The market, both in India and overseas, saw reduction in prices due to intense competition. The overall reduction in export demand for Indian Insulator industry due to Chinese competition was further aggravated by the diversion of that capacity in to the domestic market. Added to this, direct competition from China also in the Indian market resulted in substantial reduction in selling prices. The operations faced continuing inflationary trend in cost of raw materials and components. Runaway increase in crude prices also impacted the energy cost significantly. Consequent to the power cut imposed by the State utility, the Company had to rely heavily on the expensive third party and self generated power in order to meet its energy requirements.

All these factors have resulted in the Company incurring net loss of Rs.27.93 million for the year under review.

Detailed analysis of the Company's performance during the year as well as the T&D Sector is provided in Annexure D to this Report.

Other Income includes Rs.387.19 million being the profit arising on transfer of 31,000 Equity Shares of Rs.10/- each held by the Company in its real estate subsidiary to another subsidiary of your Company.

RECOGNITION

Your Directors are pleased to inform that the Company continues to enjoy the status of Export House and recognition as an approved R&D Unit.

CAPITAL EXPENDITURE PROGRAMME

The Company continues to upgrade its manufacturing facilities at its Chennai factory in a phased manner with refurbishment and addition of new equipment as appropriate. The CAPEX Programme initiated by the Company during the year is mainly focused on capacity addition for high end Insulators and for improving process efficiency.

STATUS OF SOFTWARE TECHNOLOGY PARK

As stated in the previous report the Subsidiary Company W.S. Electric Limited (WSE) continues to receive rental income from the Lessees regularly in terms of the lease agreements with them. The arbitration proceeding, initiated by WSE's joint developer, is in the final stages of completion.

FUTURE PROSPECTS

The Company's order book presently stands at Rs.1689 million. The Company is taking vigorous steps to restore profitability of operations as explained in detail in Annexure D to this Report. With the thrust given to the Power Sector in the 12th Plan, as well as the activities taking place in the construction, rehabilitation and upgradation of electricity networks in many parts of the world, the demand for our Company's products and project capabilities continues to remain vibrant though competitive.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is set out in Annexure-B to this Report.

The Statutory Auditors of the Company have reviewed the Company's compliance in this regard and have certified the same, as required under the SEBI Guidelines. Such Certificate is reproduced as Annexure - C to this Report. Further, M/s.Lakshmmi Subramanian & Associates, Practising Company Secretaries, have conducted a Secretarial Audit for the year ended 31 st March, 2011 and have confirmed in their Report satisfactory compliance by the Company with all the applicable provisions of the Companies Act, 1956, the Regulations and Guidelines of SEBI as applicable to the Company and the Listing Agreements with the Stock Exchanges.

A separate Management Discussion and Analysis Report on the Company's performance is given in Annexure- D to this Report.

The declaration given by the Vice Chairman & Managing Director, with regard to compliance with the Company's Code of Conduct by the Board Members and senior management personnel, is furnished as Annexure-E to this Report.

Directors' responsibility statement, as required under Section 217(2AA) of the Companies Act, 1956, is enclosed as Annexure-F to this Report.

DIRECTORS

Your Directors, Mr.V.Srinivasan and Mr. G.Balasubramanyan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s.S. Viswanathan, Chartered Accountants, Chennai, the retiring Auditors, being eligible, offer themselves for re-appointment.

STATUTORY INFORMATION

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, are not applicable since there is no employee drawing remuneration more than Rs.60,00,000/- per annum (full year) or Rs.5,00,000/-p.m (part of the year).

Particulars required under Section 217(1)(e) of the said Act relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished in a separate statement annexed to and forming part of this Report as Annexure - A.

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Section 205C of the Companies Act, 1956. Details of Interim Dividend and Final Dividend of 2008 and Dividend of 2009 remaining unclaimed as on 31.3.2011 are as under:

No. of Shareholders Total unclaimed Dividend (in Rs.)

Interim Dividend 2008 2004 310428.00

Final Dividend 2008 2037 263165.50

Dividend 2009 1717 347158.00

FIXED DEPOSITS

Your Company has not accepted any deposit from Public during the year under review and there are no outstanding deposits from Public as on date.

SUBSIDIARY COMPANIES: W.S. ELECTRIC LIMITED AND W.S. INSULATORS LIMITED

During the year, 31,000 Equity Shares of Rs.10/- each, fully paid-up, held by the Company in W.S. Electric Limited, were transferred to W.S. Insulators Limited, another subsidiary of the Company. A further 10,000 shares were approved for transfer to W.S.Insulators Limited during the current year. With this transfer, W.S. Insulators Limited holds 41,000 Equity Shares (38.86%) of W.S. Electric Ltd. while your Company holds 21,000 (19.91%).

The Restructuring Programme proposed to be undertaken by W.S. Electric Limited was withdrawn in view of certain constraints envisaged.

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8/2/2011, issued under Section 212 of the Companies Act, 1956, has given a general exemption to all companies from annexing the Audited Accounts of the Subsidiary Companies subject to providing certain key information with regard to the subsidiaries and fulfilling certain other conditions. Accordingly, such information has been provided in respect of the Company's subsidiaries W.S. Electric Limited and W.S. Insulators Limited elsewhere in this Report. The Company has also been publishing the Consolidated Accounts as required under the Accounting Standards and the Listing Agreement. The Annual Accounts of the subsidiary Companies and the related detailed information will be made available to the Members of the Company and the subsidiaries on written request for the same made to the Company Secretary quoting their Folio/Client ID number.

Copies of audited Accounts of the Subsidiaries have been kept open for inspection by the Members of this Company and the Subsidiary Companies at the respective Registered Offices of the Company and its subsidiaries.

Statement as required under Section 212(3) of the Companies Act, 1956 in respect of the above Subsidiaries is enclosed.

GREEN INITIATIVE

In line with the Green Initiative of the Ministry of Corporate Affairs, the Company had initiated steps for implementing the same for the benefit of the shareholders.

In this connection, the Company had sent communication to the shareholders seeking their consent for sending the Annual Report and other communication from the Company by using electronic mode.

We are thankful to such of the shareholders who have accepted receiving the Annual Report through e-mail and would request other shareholders also to give their consent at the earliest to enable the Company to implement and make the Govt.'s initiative a success.

ACKNOWLEDGEMENT

Your Directors wish to gratefully acknowledge the contribution made by the employees at all levels towards the operations of your Company within the constraints of a difficult operating environment. Your Directors also wish to place on record their appreciation of the continued support extended to your Company by all its stakeholders.

For and on behalf of the Board Chennai V. SRINIVASAN 27th July, 2011 Chairman

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Mar 31, 2010

The Directors hereby present the Forty Seventh Annual Report along with the audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Million)

For the year ended

31st March 2010 31st March 2009

Sales and other operational income 2175.62 2227.30

Other Income 10.47 5.30

Total Income 2186.09 2232.60

Gross Proft from Operations 53.86 251.63

Less: Depreciation 79.85 37.18

Interest/Finance Charges 113.57 82.20

Net Proft / (Loss) for the year (139.56) 132.25

Tax - 42.50

Provision /(withdrawal) for

Income Tax Deferred Tax (9.20) (2.10)

Fringe Benefit Tax - 2.80

Net Proft / (Loss) for the year after Tax (130.36) 89.05

Profit Brought forward from previous year 157.69 125.04

Transfer to Capital Redemption Reserve 17.50 26.25

Provision for Preference Dividend 7.14 4.63

Provision for Dividend - 21.14

Distribution tax/Education cess on dividends 1.21 4.38

Surplus carried to Balance Sheet 1.48 157.69

DIVIDEND

During the year under review, the operations of the Company were impacted for various reasons as explained under the head Business Operations.

Hence, in view of the adverse financial results, no dividend has been proposed in respect of the Equity Shares. However, in order to meet the contractual commitments, the Directors recommend payment of dividend aggregating to Rs.7.14 million on the Cumulative Redeemable Preference Shares at the contracted rate, for the full year in respect of the existing preference shares and on pro- rata basis for the shares allotted during the year This dividend, together with the distribution-tax/education cess thereon, has been provided for appropriation out of the profits of the Company carried forward in the Balance Sheet from the previous year

BUSINESS OPERATIONS

Your Company operates in two business segments namely (a) Insulators and (b) Turnkey Projects.The net sales from Insulator business for the year was Rs.1764 million. Our second unit, a green field project located in the Special Economic Zone at Visakhapatnam commenced commercial production in July 2009 and its operations are now getting stabilized.

The Turnkey Projects Division performed satisfactorily with a sales of Rs. 411 million as against sales of Rs. 124 million for the previous year thus recording an increase of more than three times.

However, the year was marked by several adverse factors both on the production and commercial fronts. The market both in India and overseas saw a slowdown in demand in the aftermath of the global financial crisis.The reduction in demand resulted in significant increased competition due to the large global capacities that had been recently commissioned, especially in India and China, leading to significant reductions in selling prices. The operations faced a continuing inflationary cost of raw material and components. Consequent to the power cut imposed by the utilities, the Company had to rely on expensive third party and self generated power to meet its energy requirements.

All these factors were responsible for the net loss of Rs. 139.56 million for the year under review.

Detailed analysis of the Companys performance during the year as well as the T & D Sector is provided in Annexure D to this Report.

RECOGNITION

Your Directors are pleased to inform that the Company continues to enjoy the status of Star Export House and recognition as approved R&D Unit.

Our Unit I at Chennai has completed I M S final certification Audit thereby complying with all the three Standards viz., ISO 9001:2008, ISO 14001:2004 and OHSAS (Occupational Health & Safety Assessment Series) 18001:2007.

Our Unit II at Visakhapatnam has also been certified under ISO 9001:2008 (Quality Management System).

CREDIT RATING

The Company has been rated LBBB for its long term and A3+ for its short term working capital facilities granted by its Consortium bankers as per BASEL II requirements by the credit rating agency ICRA.

CAPITAL EXPENDITURE PROGRAMME

The Company continues to upgrade its manufacturing facilities at its Chennai factory in a phased manner with refurbishment and addition of new equipment as appropriate. This year’s capex was primarily focused on re- orienting capacities of Transmission and Substation Insulators keeping market conditions in perspective.

STATUS OF SOFTWARE TECHOLOGY PARK

The Company’s Subsidiary, WS. Electric Limited (WSE), is receiving the rental income from the space owned by it in Phase - I of the Software Technology Park, co-developed by it. The Developer has sought extra time for the construction of Phase - II citing sluggish demand for IT space. WSE has not accepted this request and the dispute on account of this is being dealt with as per the Dispute Resolution Mechanism available under the Development Agreement.

FUTURE PROSPECTS

The Companys order book presently stands at Rs. 2488 million as against Rs. 2394 million at the same time last yearThe Company is taking vigorous steps to restore profitability of operation as explained in detail in Annexure D to this Report. With the thrust given to the Power Sector in the 12th Plan as well as the activity taking place in the construction, rehabilitation and upgradation of electricity networks in many parts of the world, the demand for your Companys products and project capabilities continues to remain vibrant.

INDUSTRIAL RELATIONS AND HUMAN RESOURCES MANAGEMENT

Employee relations continued to be cordial and smooth. Attention was paid on strengthening the total employee involvement in all the turnaround initiatives. Focus was given on training and improvement in Health, Safety and Environment. Special emphasis was given on job rotation for multi-tasking to facilitate revised product mix and enhanced production targets.

CORPORATE GOVERNANCE

As per the requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance is set out in Annexure-B to this Report.

The Statutory Auditors of the Company have reviewed the Companys compliance in this regard and have certified the same, as required underthe SEBI Guidelines. Such Certificate is reproduced as Annexure - C to this Report. Further, M/s.Lakshmmi Subramanian & Associates, Practising Company Secretaries, have conducted a Secretarial Audit for the year ended 31st March, 2010 and have confirmed in their Report compliance of the Company with all the applicable provisions of the Companies Act, 1956, the Regulation and Guidelines of SEBI as applicable to the Company and Listing Agreements with the Stock Exchanges.

A separate Management Discussion and Analysis Report on the Companys performance is given in Annexure- D to this Report.

The declaration given by the Vice Chairman & Managing Director with regard to compliance with the Companys Code of Conduct by the Board Members and senior management personnel, is furnished as Annexure-E to this Report.

Directors responsibility statement as required under Section 217(2AA) of the Companies Act, 1956 is enclosed as Annexure-F to this Report.

DIRECTORS

Your Directors, MrK.Raman and Mr. Julian C. Schroeder retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

Due to his advancing age, Air Marshal (Retd.) S.J. Dastur has resigned from the Directorship of the Company which was duly accepted by the Board effective from 30.7.2010.

Air Marshal (Retd.) S.J. Dastur has been a Member of the Board of your Company for more than two decades and has steered the Audit Committee since 2001. He has made a very significant contribution to the growth of the Company and the Board too benefited from his wise counsel.

The Board wish to place on record its sincere appreciation of the contribution made by Air Marshal (Retd.) S.J. Dastur during his long tenure as a Member of the Board.

MANAGING DIRECTORS

Pursuant to the resolution passed at the last Annual General Meeting, the Company had obtained approvals of the Central Government under the Companies Act, 1956 for the re-appointment of Mr Murali Venkatraman, and Mr Narayan Sethuramon, as Vice Chairman and Managing Director and Managing Director respectively for a period of five years with effect from 24.7.2009 and for payment of revised remuneration for a period of three years with effect from 1.4.2009 vide Central Government approval letters both dated 5.4.2010.

However, both Mr Murali Venkatraman and Mr Narayan Sethuramon have informed the Company that considering the constraints faced by the Company, they would continue to draw during the year only the lower remuneration which they were in receipt before the increase was approved by the Members.

AUDITORS

M/s.S.Viswanathan, Chartered Accountants, Chennai, the retiring Auditors, being eligible, offer themselves for reappointment.

STATUTORY INFORMATION

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure to the Directors Report. However, as per the provisions of Section 19 of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company, excluding the afore said information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Particulars required under Section 217(1)(e) of the said Act relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo are furnished in a separate statement annexed to and forming part of this Report as Annexure - A.

All the dividends of the earlier years, which have remained unclaimed, have since been transferred to the Investor Education and Protection Fund at the expiry of the specified period(s) as required under Section 205C of the Companies Act, 1956. Details of Interim Dividend and Final Dividend of 2008 and Dividend of 2009 remaining unclaimed as on 31.3.2010 are as under:

No. of Shareholders Total unclaimed Dividend (in Rs.)

Interim Dividend 2008 2012 3,12,747.00

Final Dividend 2008 2045 2,61,707.50

Dividend 2009 1731 3,51,133.00

FIXED DEPOSITS

Your Company has not accepted any deposit from Public during the year under review and there are no outstanding deposits from Public as on date.

SUBSIDIARYY COMPANIES

WS. Electric Limited is implementing a Restructuring Programme under a Scheme of Arrangement to obtain greater flexibility in its Development activities.

The Company has obtained necessary approvals from the Central Government under Section 212(8) of the Companies Act, 1956, exempting the Company from annexing the Audited Accounts of the Subsidiary Companies, WS. Electric Limited and WS. Insulators Limited and the Company has been publishing the Consolidated Accounts as required under the Accounting Standards and Listing Agreement. The Annual Accounts of the subsidiary Companies and the related detailed information will be made available to the Members of the Company and the subsidiaries on written request for the same made to the Company Secretary quoting their Folio/Client ID number Copies of audited Accounts of the Subsidiaries have been kept open for inspection by the Members of this Company and the Subsidiary Companies at the respective Registered Offices of the Company and its subsidiaries.

Statement as required under Section 212(3) of the Companies Act, 1956 in respect of the above Subsidiaries is also enclosed.

ACKNOWLEDGEMENT

Your Directors wish to gratefully acknowledge the contribution made by the employees at all levels towards the operations of your Company within the constraints of a difficult operating environment. Your Directors also wish to place on record their appreciation of the continued support extended to your Company by all its stakeholders and bankers.

For and on behalf of the board, Chennai V.SRINIVASAN 30th July,2010 Chairman