Terms / Rights attached to Equity Shares

The company has only one class of equity shares having a par value of Rs 10/- Per share. Each Holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts in the proportion to the number of equity shares held by the shareholders.

Description of nature and purpose of Reserve:

(i) Capital Reserve represents gain of a capital nature. It can be used in issue of fully paid up bonus shares to existing shareholders. Capital Reserve is not available for distribution to shareholders as dividend.

(ii) Share Premium records the premium component on issue of shares and convertible warrants and can be utilised only in accordance with the provisions of Companies Act, 2013.

(iii) Revaluation Reserve is the reserve which is created when any Fixed Asset / Non Current Asset (As per Ind AS) is revalued. It cannot be utilised for the purpose of issue of fully paid up bonus shares or write off of capital losses, unless the revalued fixed assets have been disposed off.

(iv) Capital redemption reserve is transferred from undistributed profits i.e. general reserves, profit or loss account. It can be utilized for the purpose of buy back of shares, incremental effect of fresh equity shares or preference shares issued to redeem the old preference shares, issuing fully paid bonus shares and not available for distribution to shareholders as dividend.

(v) Reserves for equity instruments through other comprehensive income is created with value changes recognised in profit or loss on account of measurement at fair value of all equity investments, except for those investments for which the entity has irrevocably elected to present value changes in other comprehensive income (OCI) and not available for distribution to shareholders as dividend.

‘Redeemable Non-Convertible Debentures are redeemable at the end of 7 years period on 29th March 2029 bearing Interest of 12% p.a payable on quarterly basis.

* Security has been created on NCD of ? 35,50,00,000 in favour of M/s. Trala Electromech Systems Private Limited (Erstwhile Promoter Group) on 2 acres of land situated at Porur, Chennai. The earlier charge created by the Company was satisfied on 16th March 2024 and the fresh charge was created by its 100% Wholly Owned Subsidiary M/s.WSI Falcon Infra Projects Pvt Ltd on 16th March 2024.

** Loans obtained for purchase of vehicles carry interest rate of 8.80% p.a. (31 March 2023: NIL) and balance outstanding as on 31 March 2024 are repayable in 1 to 39 monthly balance instalments. These loans are secured by hypothecation of the vehicles purchased out of these loans.

The 925000 Non-convertible, Redeemable and cumulative Preference Shares of Rs.100/- each fully paid up with coupon rate of 5% / 7.5% subscribed by Vensunar Holdings (P) Ltd. (since amalgamated with Trala Electromech Systems (P) Ltd.) and due for redemption on 30th Sept. 2023 has been extended by the above shareholder for a further period of 12 months, i.e., upto 30th Sept. 2024.

350000 Non-convertible, Redeemable and cumulative Preference Shares Rs. 100/- each fully paid up with a coupon rate of 10% subscribed by Vensunar (P) Ltd. which are due for redemption on 31st Aug. 2023 has been extended by the above shareholder for a further period of 12 months, i.e., upto 31st Aug. 2024.

In the above, exceptional item of previous year includes net impact of the following items:

a. Write back of liability to the tune of Rs. 84.75 millions pertaining to discontinued Electro-porcelain products division’s and continuing business of turnkey projects from erstwhile operations's long outstanding creditors and debtors with credit balances.

b. Liabilities provided amounting to Rs. 41.02 millions pertaining to the Vizag unit of Electro-porcelain products division, since discontinued

Current year exceptional item includes the following items:

(i) Receipt of compensation from NHAI for Rs.5.37 millions with regards to Banglore land

(ii) Non-refundable deposit amounting to Rs.8.20 millions (net of GST) received against the lease of Banglore land towards easement right giving access through the property. Entire amount have been recognised as revenue during the year.

(iii) Profit on Sale of Fixed Assets Rs. 1151.81 millions pertains to 6.53 Acres of Porur Land transferred during the current year to M/s.WSI Falcon Infra Projects Private Limited (wholly own subsidiary) as a part of joint venture agreement entered for development of IT park.

(iv) Provision for contract losses Rs.14.80 millions pertains to erstwhile Turnkey Project Business.

(v) Interest on delayed payment of Gujarat VAT amounting to Rs.4.22 millions pertains to erstwhile Turnkey Project Business.

(f) The aggregate amount of transaction price allocated to performance obligations that are unsatisfied as at the end of the year is Rs. 2751.70 million (31 March 2023: Rs.1762.23 million). Most of Company’s contracts have a life cycle of 1-2 years. Management expects that around 90% - 95 % of the transaction price allocated to unsatisfied contracts as of 31 March 2024 will be recognised as revenue during next reporting period depending upon the progress on each contracts.

The remaining amounts are expected to be recognised over the next immediate year.

B Defined Benefit Plan:

Gratuity: The employees are eligible for Gratuity benefits as per the Payment of Gratuity Act, 1972.The amount of Contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date.

Leave Encashment Benefits: The Company has different leave plans including paid leave of absence plans and encashment of leave plans for employees at different grades and the amount of contribution to be made is arrived at based on an actuarial valuation done at the Balance Sheet date.

Note 43

Ind AS - 116 Leases Right-of-use Assets:

The net carrying value of right-of-use assets as at 31 March 2024 of Rs.27.54 Millions (31 March 2023: Rs. NIL) have been disclosed under Property, Plant and Equipment. (Refer note 4).

Lease liabilities:

(i) As at 31 March 2024, the lease obligations aggregating Rs.28.86 Millions (31 March 2023: Rs. NIL) have been classified as lease liabilities on the face of the balance sheet. (Refer note 20)

(b) Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by Valuation technique:

Level 1: Quoted (Unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

(c) Valuation technique used to determine the fair value

Investments included in level 3 of Fair Value Hierarchy have been estimated by the management using acceptable valuation techniques.

II - Financial Risk Management

The Board of Directors (BOD) has overall responsibility for the establishment and oversight of the Company's risk management framework and thus established a risk management policy to identify and analyse the risk faced by the Company. Risk Management systems are reviewed by the BOD periodically to reflect changes in market conditions and the Company's activities. The Company through its training and management standards and procedures develop a disciplined and constructive controlled environment.The Audit Committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the risk management framework.

The Board of Directors regularly reviews these risks and approves the risk management policies, which covers the management of these risks:

1. Credit Risk

Credit Risk is the risk of financial loss to the Company if the customer or counterparty to the financial instruments fails to meet its contractual obligations and arises principally from the Company's receivables, treasury operations and other operations that are in the nature of lease.

a) Receivables

Concentration of credit risk with respect to trade receivables is low, due to the Company’s customer base primarily are limited to government and other group entities. All trade receivables are reviewed and assessed on a quarterly basis.

b) Financial Instruments and Cash deposits

Investments are made only with the approved counterparties. The Company places its cash equivalents based on the creditworthiness of the financial institutions.

2. Liquidity Risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company's short, medium and long term funding and liquidity management requirements.

3. Market Riska) Cash flow and fair value interest rate risk

There were no facilities extended to the Company by Banks for the operations of the Company as at the end of the period under review. The Company have long term vehicle loan from the Bank and short term borrowing from non banking financial institution as at the end of the period under review. The Interest rates of vehicle loan and short term borrowings are fixed. Hence no exposure to the Company to cash flow interest rate risk.

III) Capital Management

For the purpose of the Company's capital management, capital includes issued equity share capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximize the Shareholders' wealth. The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financial covenants.

The Company have positive networth as at the end of the year under review.

The Status of the cases filed before various courts and regulatory authorities as reported in the Annual Report 20212022 remains unchanged subject to the subsequent developments as reported in the Annual Report 2022-2023 and further, the following in this financial year:

(i) The status on the appeal filed by M/s.Union Roadways Ltd, Vizag before the SPL Judge for SC and ST Cases has been transferred to the Court of VII Addl, Civil Judge (Senior Division), Visakhapatnam.

(ii) The Company has entered into a full and final settlement with one of the supplier M/s. Savani Transport (P) Ltd, Vizag.

(iii) The Hon'ble Supreme Court of India has dismissed the miscellaneous application filed by the trespasser seeking modification of the Judgment dated 06.02.2020 in Civil Appeals bearing C.A. Nos. 1318 and 1319 of 2017.

(iv) The Hon'ble High Court of Madras has disposed off the writ petition filed by the trespasser on 27.02.2020 disputing the land acquisition proceedings dated 15.06.1962 and 16.06.1962.

(v) The Hon'ble High Court of Madras has disposed off the writ petition filed by the trespasser with reference to the G.O. (Ms.) No. 145 dated 22.11.2018 pertaining to lands of the Company.

NOTE 50

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", the company does not fall under the Large Corporate category.

NOTE 51

The Company had participated in an e-auction on 09.03.2023 pursuant to which the Company stood as the successful bidder and purchased the land. 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. 1073.50 millions which was recognised as capital advance during the previous year pending registeration of the Sale Certificate with Sub Registrar Office of Sunguvarchatram. During the current year pursuant to the order of High Court of Madras directing the Registrar to register the land in the name of the company, said land has been Capitalised.

NOTE 52

The company has incorporated on 30th December 2023 a wholly owned subsidiary in the name of WSI-P&C Verticals Private Limited.

Income tax exemption (Long term capital Gains) claimed under section 47 of Income tax act 1961 in regard to sale of land to wholly owned Subsidiary, tax obligations if any will be considered in the year in which the transaction is effected by the provisions of section 47(A) i.e. when the wholly owned subsidiary ceases to be so.

NOTE 54Subsequent Events

The Company has obtained the approval of Shareholders through EGM held on 2nd May 2024 for the following:

(i) Increase in Authorised Share Capital of the Company from Rs.85,00,00,000/- to Rs.100,00,00,000/- and the consequent amendment to the Memorandum if Association of the Company has been made.

(ii) Issuance of 36,62,846 Equity Shares on Preferential basis to certain identified Non-Promoter Persons / Entities.

(iii) Issue of 27,15,722 Convertible Warrants on Preferential basis to the Promoter Group and certain identified NonPromoter Persons /Entities.

NOTE 55

The Company’s shares are listed in BSE Limited and NSE Limited. The listing fees there against have been paid up to date.

NOTE 56

Additional regulatory Information required by Schedule III of Companies Act 2013

a) Title Deeds of Immovable properties not held in name of the company

The company does not hold any property which is not in the name of the company

d) Borrowing secured against current assets

The Company does not have any borrowings from banks and financial institutions on the basis of security of current assets.

e) Wilful defaulter

The company has not been declared Wilful defaulter by any bank or financial institution or government or any government authority.

f) Registration of charges

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

g) Compliance with number of layers of companies

The Company has complied with the number of layers prescribed under the Companies Act, 2013.

h) Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

i) Utilization of borrowed funds and share premium

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the group shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

j) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous financial year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

k) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

l) Valuation of PP&E, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous financial year.

m) Loans & Advances

"There are no loans or advances in the nature of loans granted to promoter, directors, KMPs and related parties (as defined under companies act, 2013), that are

a) Repayable on demand, or

b) Without specifying any terms or period of repayment."

NOTE 57

Figures have been regrouped/reclassified wherever necessary, to conform to this year's classifications.