The Board of Directors hereby present the Sixty-Third Annual Report and the Audited Financial Statements (in the Ind
AS format) of W.S. Industries (India) Limited (“the Company”) for the Year ended March 31,2026.

1. Working Results:    (' In Crores)

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) During the year under review, the Company recorded Revenue from Operations of ' 91.50 Crores as against
' 239.04 Crores in the previous financial year. The reduction in turnover was primarily attributable to the
substantial completion and closure of major ongoing projects during the year under review, which resulted
in comparatively lower revenue during the current financial year.

Despite the reduction in turnover, the Company reported a Profit Before Tax of ' 2.57 Crores for the year
under review as against ' 7.13 Crores in the previous year. The profitability during the year was impacted
primarily due to lower operational revenue and higher finance costs. Finance costs increased from ' 6.82
Crores in the previous year to ' 7.44 Crores during the year under review.

Notwithstanding the above factors, the Company continued its operations in a stable manner during the year
under review. The management remains focused on strengthening project execution capabilities, improving
operational efficiency, and exploring new opportunities in the infrastructure sector with an objective of
achieving sustainable long-term growth.

b) Finance

During the year under review, the Company continued to manage its financial resources prudently in line
with its operational requirements.

Working Capital Facilities

The Company maintained working capital credit facilities aggregating to ' 25.00 Crores from Union Bank
of India, Egmore Branch, comprising Cash Credit limits of ' 15 Crores and Bank Guarantee limits of ' 10
Crores. Pursuant to the annual review undertaken by the Bank, the said facilities were renewed during
the year without any enhancement in the overall sanctioned limits. The renewal was in continuation of the
borrowing powers approved by the Members under Section 180(1)(c) of the Companies Act, 2013.

During the year, the Bank permitted interchangeability between the fund-based and non-fund-based limits
up to ' 5.00 Crores. Consequently, the fund-based working capital limit stood at ' 20.00 Crores and the non¬
fund-based limit at ' 5.00 Crores, without any change in the aggregate sanctioned limit, security structure or
other terms and conditions governing the facilities.

As at March 31,2026, the outstanding utilisation under the fund-based working capital facilities stood at '
11.19 Crores as against ' 11.43 Crores as at March 31, 2025. The aggregate sanctioned working capital
facilities remained unchanged at ' 25.00 Crores during the year under review. The Company continued
to maintain a disciplined approach towards utilisation of banking facilities and servicing of its financial
obligations.

Promoter Funding Support

In addition to the banking facilities, during the year under review, the Company availed unsecured short-term
funding support from one of the Promoters / Executive Directors of the Company, to meet its working capital
and general corporate requirements. Such borrowings were undertaken pursuant to the approvals of the
Audit Committee, Board of Directors and Members of the Company and in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The borrowings carried interest at rates aligned with prevailing bank lending rates and
were considered to be on arm’s length basis and in the ordinary course of business. The Company duly
serviced and repaid such borrowings in accordance with the agreed terms and conditions.

Inter-Corporate Deposit from Subsidiary

During the year under review, the Company continued to have an outstanding unsecured Inter-Corporate
Deposit (“ICD”) from its subsidiary, WSI Falcon Infra Projects Private Limited, to support its business
commitments, working capital requirements and general corporate purposes and carried interest at the rate
of 12% per annum, The deposit is repayable within a period of approximately 42 months from the date of
disbursement (i.e., 21.10.2024), in accordance with the terms approved by the Audit Committee, and Board
of Directors and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company continued to service its obligations in respect of the aforesaid ICD in accordance with the
agreed terms and conditions.

Non-Convertible Debentures

The Company also had outstanding secured Redeemable Non-Convertible Debentures (“NCDs”)
aggregating to ' 35.50 Crores during the year under review, issued to M/s. Trala Electromech Systems
Private Limited in accordance with the terms of the Debenture Subscription Agreement. The said NCDs
were secured, inter alia, by a charge over certain immovable properties of WSI Falcon Infra Projects Private
Limited, a subsidiary of the Company.

During the year, pursuant to the approval of the Members for revised utilisation of preferential issue proceeds
and with the consent of the debenture holder, the Company undertook partial redemption of the said NCDs
aggregating to ' 9.00 Crores. Consequently, the secured exposure covered under the aforesaid charge
stood reduced from ' 35.50 Crores to ' 26.50 Crores. The Company continued to service its obligations
under the NCDs and complied with the terms and conditions governing the said debentures.

The Company’s funding requirements during the year were met through a prudent combination of internal
accruals, bank borrowings, promoter funding support, inter-corporate deposits, proceeds from the preferential
issue of securities and long-term debt instruments. The availability of these funding sources supported the
Company’s operational and working capital requirements while ensuring adequate liquidity and financial
flexibility.

c) Reserves

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

4.    Outlook

•    The Company will be taking all effective steps to complete the pending infrastructure projects without much
extension of time to realise the revenue and profitability.

•    Based on the objects of preferential issue your Company is pursuing all efforts for acquisition and development
of further land parcels. The major activity of readying the land parcel already required have already begun.

•    As explained in the earlier reports your Company’s business objective include development of warehousing,
Data Centers, Residential, Industrial, housing and IT/ITES Facilities.

•    Further, the Joint Venture undertaken by the Subsidiary Company, M/s. WSI Falcon Infra Projects Private
Limited, with the Prestige Group witnessed progress during the year under review with various preliminary
development activities, planning exercises, and regulatory processes being undertaken. The project is
presently awaiting certain key statutory and regulatory approvals for further implementation.

5.    Depository System

As on March 31,2026, a total of 18,849 Shareholders were holding their shares in Demat Form. During the year
9,483 equity shares were Dematerialized representing approximately 0.01% of the Equity Share Capital of the
Company, comprising 7,58,95,318 equity shares.

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

During the year, the Company redeemed 9,25,000 Non-Convertible Cumulative Redeemable Preference Shares
of ' 100 each fully paid-up, aggregating to ' 9.25 crore, held by Trala Electromech Systems Private Limited.
Consequently, the paid-up share capital of the Company stood reduced from ' 88,64,53,180 to ' 79,39,53,180.

As on 31 March 2026, the paid-up share capital of the Company stood at ' 79,39,53,180, comprising Equity
Share Capital of ' 75,89,53,180 divided into 7,58,95,318 Equity Shares of ' 10 each fully paid-up and 3,50,000
Non-Convertible Cumulative Redeemable Preference Shares of ' 100 each fully paid-up aggregating to
' 3,50,00,000.

During the financial year ended March 31, 2026, 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 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

Ý    Preferential Issue approved by the Shareholders at the Extra-Ordinary General Meetings held on May
2, 2024 and February 20, 2026 (revision of timeline): 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.

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

Ý    Pursuant to the aforesaid approvals, 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/-.

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

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

Ý    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.

Ý    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.

Ý    Pending utilization: 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.

Ý    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.

Ý    Preferential Issue of Convertible Warrants to Promoter group and certain identified Non-Promoter
Persons / Entities:

Ý    Pursuant to the aforesaid approvals, the Company was authorised to issue up to 27,15,722 Convertible
Warrants (“Warrants”) on a preferential basis at an issue price of ' 149.50 per Warrant (including a premium
of ' 139.50 per Warrant), aggregating up to ' 40,60,00,439/- assuming full subscription and conversion. The
Stock Exchange(s) thereafter granted in-principle approval for the aforesaid preferential issue.

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

Ý    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.

Ý    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.

Ý    Pending utilisation: 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.

Ý    Subsequently, on September 5, 2024, the Company allotted 24,34,786 Convertible Warrants, aggregating to
' 36,40,00,507/-, against partial subscription received from the proposed allottees. Out of the said Warrants,
5,68,564 Warrants were allotted to the Promoter and Promoter Group and 18,66,222 Warrants were allotted
to certain identified Non-Promoter Persons / Entities.

Ý    In accordance with the terms of issue and Regulation 169 of the SEBI ICDR Regulations, an amount equivalent
to 25% of the issue price, aggregating to ' 9,10,00,127/-, was received upfront at the time of allotment of the
Warrants, and the same was fully utilised by the Company.

Ý    During the period from July 7, 2025 to July 16, 2025, the Company received the balance 75% consideration
aggregating to ' 6,00,00,330/- from six Warrant holders belonging to the Promoter and Promoter Group
category, pursuant to the exercise of conversion option in respect of 5,35,120 Warrants. Accordingly, the
Allotment Committee, at its meeting held on July 17, 2025, approved the allotment of 5,35,120 fully paid-up
Equity Shares upon conversion of the said Warrants.

Ý    Out of the aforesaid amount of ' 6,00,00,330/-, a sum of ' 5,70,00,000/- had been utilised by the Company
as on September 30, 2025, though the contractual timeline for utilisation extended up to October 31,2025.

Ý    The remaining 18,99,666 Warrants were exercisable up to March 4, 2026, being the last date permissible for
conversion in terms of Regulation 169 of the SEBI ICDR Regulations and the terms of issue.

Ý    Further, the Members of the Company, at the 3^rd Extra-Ordinary General Meeting for the Financial Year
2025-26 held on 20^th February 2026, approved the extension of the timeline for utilisation of funds raised
through the aforesaid preferential issue of Convertible Warrants for a further period of two (2) years, i.e., up
to October 31,2027.

Ý    Thereafter, the Allotment Committee, at its meeting held on March 4, 2026, took note of the receipt of balance
75% consideration aggregating to ' 37,49,908.50/- from one Warrant holder belonging to the Promoter Group
category towards exercise of conversion option in respect of 33,444 Warrants and accordingly approved the
allotment of 33,444 fully paid-up Equity Shares upon conversion thereof.

Ý    Consequently, the Company received an additional amount of approximately ' 0.37 Crore during the quarter
ended 31st March 2026 towards conversion of the aforesaid Warrants.

Ý    Out of the balance 18,99,666 Warrants, after conversion of 33,444 Warrants as stated above, the remaining
18,66,222 Warrants were not exercised within the stipulated timeline prescribed under the SEBI ICDR
Regulations and accordingly stood lapsed and forfeited in accordance with the terms of issue and Regulation
169 of the SEBI ICDR Regulations.

Ý    Consequent to such forfeiture, the upfront subscription amount equivalent to 25% of the issue price received
at the time of allotment of the said Warrants, aggregating to ' 6,97,50,049/-, stood forfeited by the Company.

Ý    The Equity Shares allotted pursuant to conversion of the aforesaid Warrants rank pari-passu with the existing
Equity Shares of the Company in all respects and are subject to the applicable lock-in requirements prescribed
under the SEBI ICDR Regulations.

o Preferential Issue approved by the Shareholders at the Extra-Ordinary General Meetings held on July
25, 2025 and December 12, 2025 (revised): The Board on June 27, 2025, and the shareholders on July
25, 2025, approved the raising of funds aggregating up to ' 440 crore, comprising of the issuance of equity
shares aggregating to ' 165 crore and convertible warrants aggregating to ' 275 crore, 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.

Ý    Revisions / Modifications to Disclosures relating to Preferential Issue pursuant to NSE Observations
/ Direction

Ý    The Company had received certain observations / directions from the National Stock Exchange of India
Limited (“NSE”) vide its communications dated August 1, 2025 and August 18, 2025, in relation to specific
disclosures forming part of the Notice of the Extra-Ordinary General Meeting dated June 27, 2025, and held
on July 25, 2025, pertaining to the aforesaid preferential issue of Equity Shares and Convertible Warrants.

Ý    Accordingly, the Board of Directors, at its meetings held on August 7, 2025 and August 23, 2025, approved
certain revisions / modifications to the disclosures contained in the said EGM Notice, in order to align the
same with the observations / directions communicated by NSE and the applicable regulatory requirements.

Ý    Except for the aforesaid revisions / modifications, all other contents of the aforesaid EGM Notice and
disclosures relating to the preferential issue remained unchanged.

Ý    The observations / directions communicated by NSE were received after the conclusion of the Extra-Ordinary
General Meeting held on July 25, 2025. Accordingly, the revised disclosures approved by the Board were
disseminated to the Stock Exchanges under Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in compliance with the directions of NSE and applicable regulatory
requirements.

Ý    Pursuant thereto, in-principle approval was issued by Stock Exchange(s), the Allotment Committee of the
Board, at its meeting held on October 29, 2025, approved the allotment of:

Ý    20,00,000 Equity Shares aggregating to ' 20 Crore; and

Ý    2,25,00,000 Convertible Warrants aggregating to ' 225 Crore (as per the terms of issue, an amount equivalent
to 25% of the issue price, aggregating to ' 56.25 Crore, was received upfront)

Ý    Method of Allotment:

Ý    Equity - Preferential Basis to certain identified Non-Promoter persons / entities, and

Ý    Convertible Warrants - Preferential Basis to certain identified Non-Promoter persons / entities and Promoter(s)/
Promoter Group.

Ý    Terms of Conversion: Convertible Warrants - 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.

Ý    Object of the Issue:

Ý    Equity: The Proceeds were originally designated for Acquisition and Development of Land, including
Associated Incidental Cost / Expenses. (' 58.55 Crores), Working Capital Requirements (' 25.00 Crores),
General Corporate Purposes (' 15.00 Crores), Redemption of Preference Shares (' 12.75 Crores), and
Repayment of Security Deposits, Advances, and InterCorporate Deposits (ICDs), and/or Redemption of Non¬
Convertible Debentures (NCDs), either in part or in full (' 53.70 Crores), if the fully subscribed and allotted,
otherwise in-proportion to the receipt of the issue, with utilization tentatively planned by March 31,2027.

Ý    Convertible Warrants: The Proceeds were originally designated for Acquisition and Development of Land,
including Associated Incidental Cost / Expenses. (' 216.45 Crores), Working Capital Requirements (' 25.00
Crores), General Corporate Purposes (' 15.00 Crores), and Repayment of Security Deposits, Advances, and
Inter-Corporate Deposits (ICDs), and/or Redemption of Non-Convertible Debentures (NCDs), either in part or
in full (' 18.55 Crores), if the fully subscribed and allotted, otherwise in-proportion to the receipt of the issue,
with utilization tentatively planned by March 31,2028.

Ý    Pending utilization: the proceeds from the preferential issue, the Company restricts itself to deploying
such proceeds only in deposits with scheduled commercial banks, or any other instruments or avenues as
permitted under applicable laws and regulations, if required.

Ý    Accordingly, the aggregate funds realised by the Company pursuant to the aforesaid allotments amounted
to ' 76.25 Crore, with the balance amount of ' 168.75 Crore being receivable upon exercise of conversion
option in respect of the Convertible Warrants within the prescribed period.

Ý    In view of the partial subscription and phased inflow of funds pursuant to the aforesaid preferential issue, the
Members of the Company, at the 2^nd Extra-Ordinary General Meeting of FY 2025-26 held on December 12,
2025, approved the revised / re-arranged object-wise utilisation of proceeds together with revised timelines
for utilisation.

Ý    The revised utilisation structure approved by the Members is summarised below:

Preferential Issue approved by the Shareholders at the Extra-Ordinary General Meetings held on
December 12, 2025 and February 20, 2026 (revised): The Board on November 14, 2025, and the shareholders
on December 12, 2025, approved the raising of funds aggregating up to ' 195 crore, comprising of the issuance
of equity shares aggregating to ' 145 crore and convertible warrants aggregating to ' 50 crore, 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.

Ý    Pursuant thereto, in-principle approval was issued by Stock Exchange(s), the Allotment Committee of the
Board, at its meeting held on January 02, 2026, approved the allotment of:

Ý    99,43,125 Equity Shares aggregating to ' 99.43 Crore; and

Ý    50,00,000 Convertible Warrants aggregating to ' 50 Crore (as per the terms of issue, an amount equivalent
to 25% of the issue price, aggregating to ' 12.50 Crore, was received upfront)

Ý    Method of Allotment:

Ý    Equity - Preferential Basis to certain identified Non-Promoter persons / entities, including Foreign Portfolio
Investors and

Ý    Convertible Warrants - Preferential Basis to certain identified Non-Promoter persons / entities including
Foreign Portfolio Investors.

Ý    Terms of Conversion: Convertible Warrants - 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.

Ý    Object of the Issue:

Ý    Equity: The Proceeds were originally designated for Acquisition and Development of Land, including
Associated Incidental Cost / Expenses. (' 65.00 Crores), Redemption of Preference Shares (' 12.75 Crores),
Redemption of Non-Convertible Debentures (NCDs), in part, exclusively for principal alone not intended to
pay interest portion (' 18.55 Crores), Working Capital Requirements (' 34.00 Crores), and General Corporate
Purposes (' 14.70 Crores), if the fully subscribed and allotted, otherwise in-proportion to the receipt of the
issue, with utilization tentatively planned by July 31,2029.

Ý    Convertible Warrants: The Proceeds were originally designated for Acquisition and Development of Land,
including Associated Incidental Cost / Expenses. (' 50.00 Crores), if the fully subscribed and allotted,
otherwise in-proportion to the receipt of the issue, with utilization tentatively planned by July 31,2029.

Ý    Pending utilization: the proceeds from the preferential issue, the Company restricts itself to deploying
such proceeds only in deposits with scheduled commercial banks, or any other instruments or avenues as
permitted under applicable laws and regulations, if required.

Ý    Accordingly, the aggregate funds realised by the Company pursuant to the aforesaid allotments amounted to
' 111.93 Crore, with the balance amount of ' 37.50 Crore being receivable upon exercise of conversion option
in respect of the Convertible Warrants within the prescribed period.

Ý    In view of the partial subscription of the Equity and phased inflow of funds pursuant to the aforesaid
preferential issue, the Members of the Company, at the 3^rd Extra-Ordinary General Meeting of FY 2025-26
held on February 20, 2026, approved the revised / re-arranged object-wise utilisation of proceeds together
with revised timelines for utilisation.

Ý    The revised utilisation structure of Equity proceeds approved by the Members is summarised below:

C.    Conversion of Warrants to Equity Shares•    During the year, the Company converted outstanding warrants from the earlier preferential allotments
made 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

o 33,444 warrants were converted into fully paid equity shares on March 04, 2026.

o Aggregating 5,68,564 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, 2026 but before the date of this report, the Company has not converted any
outstanding warrants from the preferential allotments, into fully paid-up equity shares:D.    Convertible Share Warrants Outstanding

•    As on the date of report, Out of the Convertible Share Warrants issued on October 29, 2025, (2,25,00,000
warrants), and January 02, 2026, (50,00,000 warrants) remained outstanding and pending conversion
aggregating to 2,75,00,000 warrants.

E.    Forfeiture of Unexercised Convertible Warrants

•    During the year under review, 18,66,222 Convertible Warrants, forming part of the preferential allotment of
Convertible Warrants made on September 5, 2024, remained unexercised upon expiry of the conversion period
prescribed under Regulation 169 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“SEBI ICDR Regulations”) and the terms of issue.

•    In terms of the conditions governing the preferential issue and the applicable provisions of Chapter V of the
SEBI ICDR Regulations, the warrant holders were required to remit the balance 75% of the issue price and
exercise the conversion option within 18 months from the date of allotment, i.e., on or before March 4, 2026.

•    Since the aforesaid warrant holders failed to exercise the conversion option within the stipulated timeline,
the Allotment Committee, at its meeting held on March 4, 2026, declared the said 18,66,222 Convertible
Warrants as lapsed and forfeited in accordance with the terms of issue and the applicable provisions of the
SEBI ICDR Regulations.

•    Consequent to such forfeiture, the upfront subscription amount equivalent to 25% of the issue price received
at the time of allotment of the aforesaid Warrants, aggregating to ' 6,97,50,049/-, stood forfeited by the
Company.

•    The Company has accounted for the aforesaid forfeiture in accordance with the applicable provisions of the
Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS).

F.    Significant Events Occurring After the Balance Sheet Date:

The Directors state that, except as disclosed elsewhere in this Report and the Notes forming part of the
Financial Statements, no material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year under review and the date of this Report, requiring specific
disclosure under Section 134(3)(l) of the Companies Act, 2013.

Further, there were no significant or material orders passed by any Regulators, Courts, Tribunals or Statutory
Authorities impacting the going concern status of the Company or its future operations, except to the extent
specifically disclosed elsewhere in this Annual Report

G.    Preference Share Capital

The paid-up Preference Share Capital of the Company as on March 31,2026 stood at ' 3,50,00,000/- comprising
3,50,000 Non-Convertible Cumulative Redeemable Preference Shares (“NCRPS”) of ' 100/- each, fully paid-
up, as against ' 12,75,00,000/- comprising 12,75,000 Preference Shares of ' 100/- each as on March 31,2025.

Background of Preference Shares

•    The Company had, in earlier years, issued 12,75,000 Non-Convertible Cumulative Redeemable Preference
Shares of ' 100/- each, which became due for redemption between the years 2013 and 2016.

•    Owing to financial constraints and the stressed financial position of the Company during the earlier years,
the said Preference Shares could not be redeemed on their respective due dates.

•    The aforesaid Preference Shares were held by entities belonging to the erstwhile Promoter Group of the
Company.

•    The Preference Shares carried cumulative dividend entitlement. However, owing to absence / inadequacy
of profits in the earlier years, dividend had not been declared or paid on the said Preference Shares since
FY 2011-12.

•    In accordance with Section 123 of the Companies Act, 2013, dividend becomes payable only upon
declaration and accordingly, the cumulative unpaid dividend had not been recognised as a liability in the
books of account of the Company and was disclosed as a contingent liability in the Financial Statements in
accordance with the applicable Indian Accounting Standards (Ind AS).

•    As on March 31,2026, the cumulative unpaid dividend on the said Preference Shares amounted to ' 5.70
Crores (Previous Year: ' 15.97 Crores), which has been disclosed as a contingent liability in the Financial
Statements in accordance with the applicable Indian Accounting Standards (Ind AS).

Extension / Rollover of Redemption Period

•    The Company had, from time to time, with the consent of the respective Preference Shareholders, extended
/ rolled over the redemption period of the aforesaid Non-Convertible Cumulative Redeemable Preference
Shares (“NCRPS”) in accordance with the applicable provisions of the Companies Act, 2013 and the Articles
of Association of the Company.

•    The Articles of Association of the Company contain enabling provisions permitting extension / rollover of
the redemption period of Preference Shares in accordance with applicable law and with the consent of the
concerned Preference Shareholders.

•    In terms of Section 48 of the Companies Act, 2013, read with the applicable provisions governing variation of
shareholders’ rights, consent of the affected class of shareholders is required only where there is a variation
in the rights attached to such class of shares.

•    Since the rollover / extension of the redemption period was undertaken with the consent of 100% of the
concerned Preference Shareholders and did not adversely affect the rights of any other class of shareholders,
including Equity Shareholders, no separate meeting of the Preference Shareholders or Equity Shareholders
was required to be convened for the said purpose.

•    Further, the extension / rollover did not involve any variation of rights prejudicial to the Equity Shareholders
nor did it result in alteration of the rights attached to Equity Shares and accordingly, no separate approval of
the Equity Shareholders was required under the applicable provisions of the Companies Act, 2013.

•    Accordingly, pursuant to the approvals of the Board of Directors at their meeting held on August 07, 2025,
with the consent letters received from the concerned Preference Shareholders, the redemption period in
respect of the aforesaid Preference Shares was extended / rolled over as part of the Company’s capital
restructuring and liquidity management initiatives.

•    Accordingly:

Ý    The redemption period in respect of 3,50,000 Preference Shares was extended up to March 31,2027, from
August 31,2025; and

Ý    The redemption period in respect of 9,25,000 Preference Shares was extended up to September 24, 2026,
from September 30, 2025.

Redemption of Preference Shares

•    During the year under review, the Members of the Company, at the 3^rd Extra-Ordinary General Meeting of
FY 2025-26 held on February 20, 2026, approved utilisation of a portion of the proceeds raised through the
preferential issue of Equity Shares towards redemption of Preference Shares, as part of Preferential Issue
objectives.

•    Pursuant thereto, and in accordance with the applicable provisions of Sections 55 and 123 of the Companies
Act, 2013, the Company redeemed 9,25,000 Non-Convertible Cumulative Redeemable Preference Shares
of ' 100/- each aggregating to ' 9.25 Crores held by Trala Electromech Systems Private Limited (“TRALA”)
on March 31,2026.

•    The aforesaid redemption was undertaken out of the proceeds of the preferential issue of Equity Shares and
formed part of the Company’s capital restructuring and balance sheet rationalisation initiatives.

Waiver of Cumulative Dividend

•    TRALA, has waived the cumulative dividend accrued up to the date of redemption in respect of the aforesaid
redeemed Preference Shares, subject to completion of redemption on or before March 31,2026

•    Accordingly, upon completion of redemption within the stipulated timeline, no actual or contingent liability
subsisted in respect of the cumulative dividend pertaining to the aforesaid redeemed Preference Shares.

•    The waived value of dividend amount for the said redeemed preference shares was ' 11.31 Crores upto the
date of redemption.

Outstanding Preference Shares and Dividend Status

•    Consequent to the aforesaid redemption, the outstanding Preference Share Capital of the Company stood
reduced from ' 12.75 Crore to ' 3.50 Crore comprising 3,50,000 Non-Convertible Cumulative Redeemable
Preference Shares of ' 100/- each.

•    The redemption period in respect of the balance 3,50,000 Preference Shares stands extended up to March
31,2027.

•    Dividend on the balance outstanding Preference Shares continues to remain unpaid since FY 2011-12 on
account of accumulated losses and inadequacy of profits.

•    As on March 31, 2026, the cumulative unpaid dividend in respect of the outstanding Preference Shares
amounted to ' 5.70 Crore and has been disclosed as a contingent liability in the Financial Statements in
accordance with the applicable provisions of the Companies Act, 2013 and Ind AS.

H. Disclosure of Proceeds Utilization

In compliance with Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company had, during the year under review, and in earlier periods, raised funds through multiple
preferential issues of Equity Shares and Convertible Warrants approved by the shareholders from time to time.
The proceeds of such issues have been and are being utilised in accordance with the objects approved by the
shareholders.

The Company confirms that the monitoring of utilisation of funds has been carried out through the Monitoring
Agency, M/s. India Ratings and Research Private Limited, wherever applicable, and there have been no material
deviations from the stated objects of the issue.

The disclosure of utilisation of proceeds during the financial year ended March 31, 2026, in respect of each
preferential issue, is provided below:

a) Preferential Issue approved by the Shareholders at the Extra-Ordinary General Meetings held on May 2,
2024 and February 20, 2026 (revision of timeline)

i) Proceeds of the Equity and 25% of the Convertible warrants, during allotment:

ii) Proceeds of the balance 75% of the Convertible warrants, during conversion

b) Preferential Issue approved by the Shareholders at the Extra-Ordinary General Meetings held on July
25, 2025 and December 12, 2025 (revised):

i) Proceeds of the Equity:    (' in Crores)

ii) Proceeds of 25% of the Convertible warrants:

Preferential Issue approved by the Shareholders at the Extra-Ordinary General Meetings held on
December 12, 2025 and February 20, 2026 (revised):

i) Proceeds of the Equity:    (' in Crores)

ii) Proceeds of 25% of the Convertible warrants

7.    Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the financial year
ended 31st March, 2026, containing the disclosures prescribed under the said Regulations, read together with
the relevant disclosures forming part of the Board’s Report, Corporate Governance Report, Audited Financial
Statements and Notes thereto, wherever applicable, is annexed to this Board’s Report as Annexure-1 and
forms an integral part of the Annual Report.

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 2025¬
26, 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/wp-content/uploads/2026/08/Form-MGT-7_WSI.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, including any amendments, modifications, or revisions thereto from time to time, and advanced
an amount aggregating of ' 45.50 Crores (during the year ' 25.50 Crores) accordingly, as on 31.03.2026.

•    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 2026 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.

I.    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.

II.    Change of Registered Office

During the year under review, pursuant to the provisions of Section 12 of the Companies Act, 2013 and the
applicable Rules made thereunder, the Board of Directors approved the shifting of the Registered Office
of the Company within the local limits of the city of Chennai, from “108, Mount Poonamallee Road, Porur,
Chennai - 600116” to “3rd Floor, New No. 48, Old No. 21, Savidhaanu Building, Casa Major Road, Egmore,
Chennai - 600008” with effect from June 2, 2025.

III.    Alteration of Memorandum of Association

During the year under review, pursuant to the provisions of Sections 4 and 13 of the Companies Act, 2013
read with the Companies (Incorporation) Rules, 2014 and other applicable provisions, if any, the Board of
Directors approved the alteration of the Memorandum of Association (“MOA”) of the Company, including the
adoption of a new set of Main Objects in conformity with Table A of Schedule I of the Companies Act, 2013,
as subject to the approval of the shareholders and other statutory authorities, as may be required.

The alteration was undertaken to align the Memorandum of Association with the current and proposed
business activities of the Company, particularly its infrastructure development and allied business operations,
and to suitably modify the ancillary and other clauses in line with the Companies Act, 2013.

Accordingly, the shareholders of the Company approved the adoption of the revised Memorandum of
Association by way of a Special Resolution.

Consequent to the aforesaid alteration of the Main Objects Clause of the Memorandum of Association and
recording thereof by the Registrar of Companies, Chennai, the Corporate Identification Number (CIN) of
the Company was changed from “L29142TN1961PLC004568” to “L42909TN1961PLC004568” with effect
from October 3, 2025, reflecting the revised industry classification and principal business activities of the
Company.

IV.    Partial Redemption of Non-Convertible Debentures

During the year under review, the Company completed partial redemption of 90,00,000 Redeemable Non¬
Convertible Debentures (“NCDs”) of ' 10/- each aggregating to ' 9.00 Crores, held by M/s. Trala Electromech

Systems Private Limited, towards repayment of principal amount.

The said NCDs were originally issued on March 29, 2022, aggregating to ' 35.50 Crores, in lieu of repayment
of unsecured loan availed by the Company and carried interest at the rate of 12% per annum payable
quarterly.

During the year under review, consequent to the partial subscription received towards the preferential issue
of equity shares approved by the shareholders, the Company undertook a revised utilisation of preferential
issue proceeds, including partial redemption of the aforesaid NCDs, pursuant to the approval of the
shareholders obtained at the 3^rd Extra-Ordinary General Meeting held on February 20, 2026.

Accordingly, the aforesaid partial redemption was completed on March 31,2026 out of the proceeds raised
through the preferential issue of equity shares.

Interest on the redeemed portion of the NCDs was paid up to the date of redemption in accordance with
the terms of the Debenture Subscription Agreement and the original terms of issue. Upon such redemption,
interest on the redeemed portion ceased to accrue from the date of redemption, while the balance
outstanding NCDs continue to remain in force in accordance with the agreed terms and conditions. There
was no modification in the terms of issuance of the said NCDs.

The Company had obtained the necessary consent from the debenture holder for the aforesaid partial
redemption and had also made the requisite disclosures to BSE Limited and National Stock Exchange of
India Limited in compliance with Regulation 30 read with Schedule III of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

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

The disclosures required under Section 134(3) of the Companies Act, 2013, read with the applicable Rules
made thereunder, are set out in this Board’s Report and, wherever applicable, in the Corporate Governance
Report and other annexures forming part of this Board’s Report. The Board’s Report and the annexures thereto
shall be read together as one integrated report

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

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, technology absorption and foreign exchange
earnings and outgo are furnished below:

(A) Conservation of energy

(B) Technology absorption

(C) Foreign Exchange Earnings and Outgo:

14. 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 2025-26: 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

During the year under review, although remuneration payable to Executive Directors had been duly approved
by the shareholders in accordance with the applicable provisions of the Companies Act, 2013, Mr. S. Nagarajan,
Executive Chairman, Mr. C.K. Venkatachalam, Managing Director and Mr. S. Anandavadivel, Joint Managing

Director of the Company, voluntarily chose not to draw remuneration with effect from July 2025, considering the
long-term interest of the Company and no remuneration is paid to them for such period.

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

15.    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.

16.    Industrial Relations

The Company continued to maintain cordial and harmonious relations with its employees throughout the year
under review. Considering the nature of the Company’s business and its organisational structure, there were no
industrial disputes or labour relation issues, during the year.

17.    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 2026, 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, 2026 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.

18.    Managementa. Directors and Key Managerial Personnel

The Board of Directors of the Company comprises an optimum combination of Executive and Non-Executive
Independent Directors, ensuring an appropriate balance between executive management and independent
oversight. As on March 31, 2026, the Board consisted of eight (8) Directors, comprising four (4) Executive
Directors and four (4) Non-Executive Independent Directors. The composition of the Board is in compliance
with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

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

o Mr. C.K. Venkatachalam, Managing Director (DIN: 00125459) 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 There were no changes in the Key Managerial Personnel of the Company during the financial year
under review.

o As on March 31,2026, the following were the Key Managerial Personnel of the Company pursuant to
the provisions of Section 203 of the Companies Act, 2013:

•    Mr. Chinniampalayam Kulandaisamy Venkatachalam - Managing Director

•    Mr. Kalavar Vittal Rao Prakash - Whole Time Director

•    Mr. T R. Sivaraman - Chief Financial Officer

•    Mr. V. Balamurugan - Company Secretary and Compliance Officer

b.    Independent Directors

There were no changes in the Independent Directors of the Company during the financial year under review.

c.    Board and Committees

The Composition of the Board and its Committees and particulars of their meetings are disclosed under the
report on Corporate Governance forms part of this Report.

d.    Audit Committee Recommendations

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

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

The Company does not have a holding company. Further no Managing Director / Whole-time Director / any
other Director of the Company received any commission from the Company, nor received any remuneration
or commission from its wholly owned subsidiary or any other subsidiary company during the financial year
under review.

19.    Adequacy of Internal Financial Controls

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. Further, the Statutory Auditors of the
Company have reported on the internal financial controls over financial reporting as part of their Audit Report.

20.    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.

21.    Subsidiaries/ Joint Ventures/ Associates

The Company does not have any Joint Ventures/Associates, during the year under review.

As at March 31,2026, the Company had the following subsidiaries:

•    M/s. WSI Falcon Infra Projects Private Limited (formerly known as WS Insulators Private Limited), a subsidiary
of the Company in which the Company holds 51% of the equity share capital; and

•    M/s. WSI-P&C Verticals Private Limited, a wholly owned subsidiary of the Company.

During the financial year under review, there was no change in the subsidiary structure of the Company.

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

o As at the year-end, WSI Falcon Infra Projects Private Limited reported a share capital of ' 0.20 Crores
(same as previous year). The reserves and surplus stood at ' 71.06 Crores (previous year: ' 75.95
Crores), total assets amounted to ' 166.81 Crores (previous year: ' 165.98 Crores), and total liabilities
were ' 95.55 Crores (previous year: ' 89.83 Crores).

o The subsidiary did not generate any turnover during the year (previous year: Nil). The loss before and
after tax for the year was ' 4.89 Crores (previous year: ' 6.84 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

o As at the year-end, it reported a share capital of ' 0.10 Crores (same as previous year). The reserves
and surplus stood at ' (0.39) Crores (previous year: ' (0.37) Crores), total assets were ' 45.52 Crores
(previous year: ' 20.06 Crores), and total liabilities amounted to ' 45.81 Crores (previous year: ' 20.33
Crores).

o The subsidiary did not generate any turnover during the year (previous year: Nil). The loss before and
after tax for the year was ' 0.02 Crores (previous year: ' 0.37Crores). 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
2026, 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 results are available on our website: https://wsindustries.in/wp-content/uploads/2026/05/WSI_Q_IV_
Results_14052026_SD.pdf

22.    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.

23.    Auditors
Statutory Auditors

M/s. Brahmayya & Co., Chartered Accountants, Chennai (Firm Registration No. 000511S), who were appointed
as the Statutory Auditors of the Company for a term of five consecutive years from the conclusion of the
59th Annual General Meeting until the conclusion of the 64th Annual General Meeting, tendered their resignation
during the financial year under review due to pre-occupation with other professional engagements. The said firm
also confirmed that there were no other material reasons and specific concerns for their resignation.

Consequent to the aforesaid resignation and pursuant to the provisions of Section 139 of the Companies Act,
2013 read with the applicable Rules made thereunder, the Board of Directors, based on the recommendation of
the Audit Committee, appointed M/s. P. Chandrasekar LLP, Chartered Accountants, Bangalore (Firm Registration
No. 000580S/S200066), as the Statutory Auditors of the Company on August 23, 2025, to fill the casual vacancy
caused by such resignation and to hold office until the conclusion of the ensuing Annual General Meeting.

Thereafter, the shareholders of the Company at the 62^nd Annual General Meeting held on September 23, 2025,
approved the appointment of M/s. P. Chandrasekar LLP, Chartered Accountants, Bangalore (Firm Registration
No. 000580S/S200066), as the Statutory Auditors of the Company for a term of five consecutive years
commencing from the conclusion of the 62^nd Annual General Meeting until the conclusion of the 67^th Annual
General Meeting.

The remuneration approved for the Statutory Auditors for the financial year 2025-26 comprised Statutory Audit
Fees of ' 20.00 Lakhs per annum, Limited Review Fees of ' 1.00 Lakh per quarter, reimbursement of out-
of-pocket expenses at actuals, and fees for certifications and other reports as may be undertaken from time
to time, exclusive of applicable taxes. Further, pursuant to the authority granted by the Members at the 62nd
Annual General Meeting, the Board of Directors, based on the recommendation of the Audit Committee and
in consultation with the Statutory Auditors, reviewed the remuneration structure and approved continuation of
the same remuneration for the financial year 2026-27. Any revision in remuneration for subsequent financial
years shall be determined by the Board of Directors in consultation with the Statutory Auditors and subject to
applicable statutory requirements.

M/s. P. Chandrasekar LLP is a Peer Reviewed Firm of Chartered Accountants having extensive experience
in audit and assurance, internal controls, taxation, capital market compliances and advisory services, with
empanelments and experience across various regulatory and public sector institutions.

During the year under review, the Audit Committee, periodically, reviewed and ratified the payments made
to the Statutory Auditors towards certain certification and other permissible professional services rendered
in connection with statutory and regulatory compliances, including certifications relating to preferential issue,
monitoring agency reporting, stock exchange filings and limited review requirements and confirmed that such
services were within the permissible scope under applicable laws and that the same did not in any manner affect
the independence and objectivity of the Statutory Auditors.

The Statutory Auditors have submitted their Audit Reports on the Standalone and Consolidated Financial
Statements of the Company for the financial year ended March 31,2026.

Internal Auditor

Pursuant to 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), acted as the
Internal Auditors of the Company for the financial year 2024-25.

During the financial year under review, as part of the Company’s governance and internal control strengthening
initiatives and with a view to bringing in a fresh perspective to the internal audit function, the Board of Directors,
based on the recommendation of the management, approved the appointment of M/s. R. Subramanian and
Company LLP, (FRN: 004137S/S200041), Chartered Accountants, Chennai, as the Internal Auditors of the
Company for the financial year 2025-26.

The Internal Auditors periodically conducted audits and submitted their reports and observations to the Audit
Committee. The internal audit framework of the Company continues to remain commensurate with the nature,
size and complexity of the Company’s operations.

Based on the recommendation of the Audit Committee, the Board has further approved the re-appointment
of M/s. R. Subramanian and Company LLP, Chartered Accountants, Chennai, as the Internal Auditors of the
Company for the financial year 2026-27.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity is required to obtain a
Secretarial Audit Report from a Practising Company Secretary.

Accordingly, M/s. Lakshmmi Subramanian & Associates, a Peer Reviewed Firm of Practising Company
Secretaries, Chennai (Registration No. S2006TN90700), acted as the Secretarial Auditors of the Company for
the financial year 2024-25.

During the financial year under review, in line with the amended provisions of Regulation 24A of the SEBI Listing
Regulations relating to appointment of Secretarial Auditors for a fixed term, and based on the recommendation
of the Audit & Compliance Committee, the Board of Directors approved the appointment of M/s. Lakshmmi
Subramanian & Associates, Practising Company Secretaries, Chennai, as the Secretarial Auditors of the
Company for a term of five consecutive financial years commencing from FY 2025-26 till FY 2029-30, subject
to the approval of the shareholders.

Thereafter, the shareholders of the Company at the 62^nd Annual General Meeting held on September 23, 2025,
approved the appointment of M/s. Lakshmmi Subramanian & Associates as the Secretarial Auditors of the
Company to hold office from the conclusion of the 62^nd Annual General Meeting till the conclusion of the 67^th
Annual General Meeting.

The shareholders had also approved the remuneration framework payable to the Secretarial Auditors for their
aforesaid tenure, authorising the Board of Directors to determine and approve the remuneration for each financial
year, subject to the limits approved by the Members, after considering the scope and complexity of the audit,
evolving regulatory and compliance requirements, governance obligations and prevailing industry benchmarks.
Pursuant thereto, based on the recommendation of the Audit Committee, the Board of Directors approved
remuneration of ' 1.38 Lakhs, excluding applicable taxes and reimbursement of out-of-pocket expenses,
payable to the Secretarial Auditors for the financial year 2026-27.

During the year under review, the Audit Committee periodically, reviewed the certifications and other permissible
professional services rendered by the Secretarial Auditors, in line with Regulation 24A of the SEBI Listing
Regulations and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,2024 read
with the related FAQs issued by SEBI and noted that such services were within the permissible limits prescribed
under the applicable regulatory framework and further confirmed that the independence and objectivity of the
Secretarial Auditors were not compromised in any manner.

The Secretarial Audit Report for the financial year ended March 31,2026 forms part of this Annual Report as
Annexure - 6. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.

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 2025-26, to carry out
the audit of the cost records maintained by the Company.

The remuneration fixed for the Cost Auditor was fixed at ' 75,000/- (Rupees Seventy-Five Thousand only) plus
applicable GST and out-of-pocket expenses, as approved by the shareholders at the 62^nd Annual General Meeting.

24. 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 2026, 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 ElectroPorcelain
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.

25.    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.

26.    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.

27.    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.

28.    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:

(i)    Directorate of Enforcement (ED) Adjudication Order:

During the year under review, the Company received Adjudication Order-in-Original No. AD/CEZO-
II/04/2025(RK) dated August 26, 2025, received by the company on August 29, 2025, passed by the
Directorate of Enforcement, Chennai Zone-II, under the provisions of the Foreign Exchange Management
Act, 1999 (“FEMA”), imposing an aggregate penalty of ' 15.00 Lakhs.

The matter related to historical transactions pertaining to non-realisation of export proceeds and non-
regularisation / non-utilisation of certain advance export and inward remittances relating to the period
between October 2013 and December 2014.

The Company had made the requisite disclosure to BSE Limited and National Stock Exchange of India
Limited in compliance with Regulation 30 of the SEBI Listing Regulations. Pursuant to the said Order,
the penalty amount was remitted within the stipulated timeline.

The management clarified that the matter pertains to a period prior to the takeover and restructuring of the
Company under the present management and further confirmed that the said matter does not have any
material adverse impact on the current operations, financial position or business activities of the Company.

(ii)    Order relating to Provident Fund Damages

During the year under review, the Company received an order dated October 28, 2025 from the Central
Government Industrial Tribunal-cum-Labour Court, Chennai, in connection with the appeal preferred
against the order passed by the Regional Provident Fund Commissioner-II, Tambaram, relating to damages
levied under Section 14B of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

The Tribunal partly allowed the appeal and directed recovery of only 65% of the assessed damages,
thereby granting relief to the extent of 35% of the damages originally levied.

The Company clarified that the delays in remittance of Provident Fund contributions pertained to the
period prior to the takeover of the Company by the present management and arose during a period of
severe financial stress and operational disruptions.

The Company had made the necessary disclosure to the Stock Exchanges pursuant to Regulation 30
of the SEBI Listing Regulations. Pursuant to the aforesaid order, the balance damages amounting to '
31.04 Lakhs were remitted after adjusting with the deposit made for the said appeal process within the
stipulated timeline and the matter stands complied with.

Management has further confirmed that the aforesaid matter does not have any material adverse impact
on the current financial position, operations or business activities of the Company.

(iii)    GST Assessment Orders:

During February 2026, the Company received certain orders, including rectification orders, from the
State Tax Officer, Group-III, Intelligence-II, Chennai-6, under Section 74 of the Goods and Services Tax
Act, 2017, in relation to alleged ineligible claim / availment of Input Tax Credit (ITC) pertaining to the
financial years from FY 2019-20 to FY 2023-24.

The aggregate tax amount involved under the said orders was ' 1.82 Lakhs together with applicable
interest and penalty as prescribed under the GST Act. The Company further noted that, in accordance
with the provisions of the GST Act, reduced penalty is permissible upon payment of applicable tax and
interest within the prescribed timeline. Pursuant to the said order the Company has paid ' 0.91 Lakh
being the 50% of the penalty amount within 30 days of the order.

Management clarified that the penalty amount relating to each individual financial year was below
the monetary threshold prescribed for separate disclosure under Regulation 30 of the SEBI Listing
Regulations. However, the Company voluntarily made a consolidated disclosure to the Stock Exchanges
in the interest of transparency and good corporate governance, particularly since the assessments
relating to all the aforesaid financial years had been concluded.

The aforesaid matters were also disclosed in the Corporate Governance Report for the respective
quarter as applicable under the SEBI Listing Regulations.

Management has further confirmed that the aforesaid orders do not have any material adverse impact
on the financials, operations or other business activities of the Company.

e) Insider Trading Compliance Reviews: Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Board reviewed and approved a policy in this connection which is posted in the company’s website.
https://wsindustries.in/docs/63f4cb998e865271071091.pdf

During the year under review, the Audit Committee of the Company undertook detailed reviews in relation to
certain share transactions from the perspective of compliance with the provisions of the SEBI (Prohibition of
Insider Trading) Regulations, 2015 (“PIT Regulations”).

i.    Review relating to M/s. Renaatus Procon Private Limited (“RPPL”)

The Audit Committee reviewed certain transactions undertaken by M/s. Renaatus Procon Private
Limited (“RPPL”) in order to examine compliance with the applicable provisions of the PIT Regulations,
particularly in relation to trades executed during the period of Trading Window closure.

In connection with the said matter, the Company made disclosures to the Stock Exchanges on April
29, 2026 and April 30, 2026, including a revised disclosure containing additional particulars pursuant to
clarifications sought by BSE Limited.

Thereafter, on May 19, 2026, the Company made an additional disclosure regarding the outcome of
the notional gain computation undertaken in relation to the said transactions by adopting May 18, 2026,
being the date of reopening of the Trading Window, as the benchmark date. Based on such computation,
the Company determined that the transactions had resulted in a notional loss and accordingly no
disgorgement amount was payable to the Investor Protection and Education Fund (“IPEF”).

ii.    Review relating to Mrs. Padminisundaram Kulandaisamy

The Audit Committee also reviewed certain share transactions undertaken by Mrs. Padminisundaram
Kulandaisamy, a relative of the Managing Director of the Company, in the context of subsequent
identification under the Promoter Group framework and the applicable disclosure requirements under
the PIT Regulations and SEBI Listing Regulations.

The Company made the requisite disclosure to the Stock Exchanges on May 14, 2026. After detailed
examination of the relevant facts, disclosures and transaction records, the Audit Committee concluded
that there was no violation of Regulation 4(1) of the PIT Regulations, as there was no evidence of trading
while in possession of Unpublished Price Sensitive Information (“UPSI”).

The Audit Committee and management also implemented appropriate corrective and preventive
measures including updation of classification records, strengthening of internal disclosure monitoring
mechanisms and temporary freezing of securities at ISIN level during the review process, wherever
considered necessary.

iii.    Review relating to Mr. Deepak Krishnamoorthy Manjunath

Further to the matters referred to above, the Audit Committee of the Company, at its meeting held on
10th August, 2026, reviewed a matter relating to transactions in the equity shares of the Company from
the perspective of compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT
Regulations”) and the Company’s Code of Conduct framed thereunder.

As part of the enhanced reconciliation exercise undertaken by the Company to strengthen its insider
trading compliance framework, it was observed that Mr. Deepak Krishnamoorthy Manjunath, being
an immediate relative of Designated Persons belonging to the Promoter and Promoter Group, had
purchased an aggregate of 260 equity shares of the Company during April, June and November 2024
and subsequently sold the entire 260 equity shares on 26th April, 2026.

Upon detailed examination, the Audit Committee noted that certain of the aforesaid transactions were
undertaken during periods when the Trading Window of the Company was closed. Accordingly, the
transactions constituted a violation of the applicable Trading Window Closure requirements under the
Company’s Code of Conduct framed under the PIT Regulations.

However, based on the information and records reviewed, there was no material evidence indicating
that the concerned person had traded while in possession of or having access to Unpublished Price
Sensitive Information (“UPSI”). The Audit Committee also noted that the violation appeared to have
arisen inadvertently and was not an intentional act on the part of the concerned person.

The aggregate purchase consideration of the 260 equity shares was '36,920, whereas the sale
consideration was '18,202.28, resulting in an actual financial loss of '18,717.72 to the concerned
person. Accordingly, no financial gain or profit accrued from the transactions.

The Company has considered the matter in accordance with the applicable provisions of the PIT
Regulations and its Code of Conduct, including the requirements relating to any amount, if applicable, to
be collected and remitted to the SEBI Investor Protection and Education Fund (“IPEF”). No amount was
payable in this regard based on the review undertaken.

The Company has further strengthened its insider trading compliance framework, including enhanced
reconciliation of beneficiary position reports and buyer/seller transaction reports, updating of the
compliance database and strengthening the identification and monitoring framework relating to
Designated Persons, Promoter Group members and their Immediate Relatives.

The Company has also made the requisite disclosure to the Stock Exchanges under Regulation 30 of
the SEBI LODR Regulations and in accordance with the applicable SEBI framework. The prescribed
report on the violation was also furnished to the Stock Exchanges.

f)    Revamp of Corporate Website:

During the fag end of the financial year 2025-26, the Company undertook a comprehensive revamp of
its corporate website, www.wsindustries.in, with the objective of enhancing user experience, improving
accessibility and navigation, and strengthening the overall presentation of information made available to
stakeholders. The revamped website was officially launched on April 25, 2026.

The upgraded website features an improved interface and updated content structure, while also incorporating
enhanced compliance-related functionalities to align with the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.

During the transition and migration process, including DNS propagation activities, certain sections of the
website experienced temporary and intermittent accessibility limitations for a brief period following the
launch. The migration process was subsequently completed and the website was stabilized successfully.

g)    Termination of Lease Arrangement and Sale / Transfer of Industrial Land Near Bengaluru

Subsequent to the financial year ended March 31,2026, the Board of Directors, at its meeting held on May
26, 2026, approved the termination of the existing lease arrangement in respect of the Company’s industrial
land situated near Bengaluru and the sale / transfer of the said land to M/s. Aarnav Business Park for a
consideration of ' 6.04 Crores, together with the settlement of the related obligations arising therefrom.

The transaction was subsequently completed on June 3, 2026, upon execution and registration of the
necessary documents and completion of the applicable conditions and formalities. The transaction enabled
the Company to exit the existing lease arrangement and realise value from the said industrial land, while
facilitating the settlement of the related obligations.

The land transferred did not constitute a separate unit, division or undertaking of the Company. M/s. Aarnav
Business Park, the purchaser, does not belong to the promoter / promoter group / group companies of the
Company, and the transaction did not fall within the purview of Related Party Transactions.

The aforesaid transaction was completed after the end of the financial year 2025-26 and before the date of
this Report and, accordingly, is disclosed as a significant event occurring subsequent to the financial year-
end.

29.    Additional Disclosure under Listing Regulationsa.    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, there was no deviation or
variation in the utilisation of proceeds raised through the preferential issue of Equity Shares and Convertible
Warrants from the objects stated in the Explanatory Statement to the Notice of the General Meeting along
with the disclosures made under Regulation 30 of SEBI (LODR) as, instated by NSE, approving the said
issue.

The proceeds raised during the year were utilised for the purposes for which they were raised and in
accordance with the applicable provisions of the Companies Act, 2013 and SEBI Regulations. There was
no variation between the projected utilisation and the actual utilisation of funds on a category-wise basis.

The details relating to the utilisation of proceeds, including quarterly utilisation status and monitoring
disclosures, have been disclosed in the relevant section of this Annual Report under the heading “Disclosure
of Proceeds Utilisation” forming part of “Change in the Capital Structure of the Company during the year”.

Further, the Company has made the requisite quarterly disclosures and filings with BSE Limited and National
Stock Exchange of India Limited in compliance with Regulation 32 of the SEBI Listing Regulations.

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 being continued under Stage1/2 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 noncompliance or default on the part of the Company. The Company was moved out of
ESM framework w.e.f 11th August 2025.

30.    Green Initiative in Corporate Communications

The Company continues to support the Green Initiative aimed at promoting paperless communication, efficient
dissemination of information and environmentally sustainable business practices.

The Company encourages shareholders to register and update their e-mail addresses, mobile numbers
and other contact details with the Registrar and Share Transfer Agent (“RTA”) or their respective Depository

Participants (“DPs”), as applicable, to facilitate seamless electronic communication and timely receipt of
shareholder communications.

Shareholders holding shares in physical form may register or update their e-mail addresses and other contact
details through the Company’s RTA by submitting the prescribed requests and supporting documents.
Shareholders holding shares in dematerialised form are advised to update their e-mail addresses and other
contact details with their respective Depository Participants.

The adoption of electronic communication enables faster dissemination of information, enhances stakeholder
engagement, reduces paper consumption and administrative costs, and contributes to environmental
sustainability.

During the year under review, the Company also facilitated shareholders for such registration and updation of
e-mail addresses, mobile numbers and other KYC details to ensure timely and efficient communication with
stakeholders.

31.    Disclosure on Valuation Differences in One-Time Settlement (OTS) Transactions:

The disclosure relating to the difference between the valuation carried out at the time of entering into a One¬
Time Settlement (OTS) and the valuation obtained while availing loans from Banks/Financial Institutions, along
with the reasons for such difference, is not applicable to the Company, as the Company has not entered into any
One-Time Settlement arrangement with any Bank or Financial Institution during the year under review.

32.    Compliance with the Maternity Benefit Act, 1961:

The Company confirms compliance with the provisions of the Maternity Benefit Act, 1961, as amended, and
further confirms that during the period under review, no maternity-related claims arose and accordingly no
maternity benefits were required to be paid.

33.    Disclosure of Deposits under Chapter V of the Companies Act, 2013:

Not applicable, as the Company has not accepted any deposits covered under Chapter V of the Companies
Act, 2013 during the financial year and has not received any amounts falling under the definition of deposits
thereunder. Accordingly, there are no deposits outstanding, unpaid or unclaimed as at the end of the year, and
no instances of default in repayment of deposits or payment of interest thereon during the year. Further, Form
DPT-3 has been duly filed under the category “Particulars of transactions not considered as deposits in terms of
Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014.

34.    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
of W.S. Industries (India) Limited

K.V. Prakash    S. Anandavadivel

Place : Chennai    Whole Time Director Joint Managing Director

Date : 10th August 2026    DIN: 01085040    DIN: 07783796