Williamson Magor & Co. Limited, a publicly listed entity known for its historical links to India’s tea industry and corporate investment operations, has filed its Annual Secretarial Compliance Report for the financial year ending March 31, 2025, with the BSE, National Stock Exchange of India (NSE), and the Calcutta Stock Exchange (CSE). This disclosure has been made in accordance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the accompanying SEBI circular dated 8th February 2019.

The report, dated 29th May 2025, has been independently reviewed and certified by M/s MKB & Associates, Company Secretaries, with Mr. Manoj Kumar Banthia serving as the signing partner. It highlights both the compliance status of the listed entity with applicable laws and areas requiring attention, particularly around director disqualification.

Regulatory Framework and Compliance Evaluation

The secretarial audit report confirms that Williamson Magor has generally complied with the applicable regulatory framework during the FY24-25 review period. The following SEBI regulations were examined in detail:

• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

• SEBI (Buyback of Securities) Regulations, 2018

• SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

• SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021

• SEBI (Prohibition of Insider Trading) Regulations, 2015

• SEBI (Depositories and Participants) Regulations, 2018

The listed entity’s internal processes, board decisions, corporate policies, and website disclosures were all reviewed for alignment with these statutory provisions.

Key Observations from the Secretarial Audit

Despite broad compliance, one critical non-compliance item has been flagged in the report:

Four directors of the company stand disqualified under Section 164(2) of the Companies Act, 2013.

These directors include:

• Mr. Lakshman Singh

• Mr. Chandan Mitra

• Mr. Debasish Lahiri

• Ms. Lyla Cherian

Their disqualification stems from defaults related to Non-Convertible Debentures (NCDs), including failure to repay the principal amount since Q2 of FY21-22 (September 2021) and non-payment of interest from Q3 FY21-22 (December 2021).

This disqualification under the Companies Act is a significant governance concern, though the company has reportedly attempted to mitigate this issue.

Settlement Efforts and Mitigation

The audit report notes that Williamson Magor entered into a settlement agreement dated 5th May 2023 with key stakeholders, including:

• IL&FS Infrastructure Debt Fund (IDF)

• IL&FS Intra Asset Management Limited

This agreement aimed to resolve disputes related to the default on 995 secured, redeemable, non-convertible debentures, each valued at ₹10 lakh. The intent was to amicably settle outstanding obligations and rectify the governance issues stemming from these defaults.

Other Governance Observations

Apart from the director disqualification, the report highlights no significant issues in the company’s governance or regulatory compliance. Key points include:

• Compliance with Secretarial Standards issued by ICSI.

• Timely adoption and updating of all applicable SEBI-mandated policies.

• Proper maintenance of a functional and updated website.

• Accurate and complete disclosures on corporate governance, related party transactions, and insider trading.

• No resignation of statutory auditors during the FY under review.

• No regulatory actions or penalties imposed by SEBI or stock exchanges during the FY, as confirmed in the report and supported by Annexure I.

Website Disclosures and Archival Practices

The company maintains a dedicated section on its website for regulatory disclosures and ensures that all web links in the corporate governance report redirect accurately to relevant documentation. Additionally, it complies with SEBI’s preservation and archival policies, ensuring that critical documents are maintained and disposed of in accordance with prescribed norms.

Subsidiaries and Related Party Transactions

The audit explicitly confirms that Williamson Magor does not have any subsidiaries as on March 31, 2025. Moreover, all related party transactions were duly approved by the Audit Committee, and no post-approval ratifications were required.

Performance Evaluation and Insider Trading Norms

The company successfully conducted its annual performance evaluation for the Board, its committees, and Independent Directors, as required under SEBI norms. Additionally, it is in full compliance with Regulation 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which governs system access and digital information handling.

Conclusion

In summary, while Williamson Magor & Co. Ltd. has displayed strong regulatory compliance in most aspects of its corporate governance and disclosure practices for FY24-25, the report underscores one critical lapse—the disqualification of four directors due to unresolved debt defaults on NCDs dating back to 2021.

Despite attempts to settle the matter through formal agreements with creditors, the legal disqualification status of these directors remains a point of concern and could attract scrutiny from regulatory authorities and shareholders alike.

The company’s efforts to maintain transparency, ensure policy alignment with SEBI norms, and proactively settle its outstanding obligations suggest an ongoing commitment to improving its compliance standing. However, addressing the underlying financial distress and restoring the credibility of its board composition will be crucial in rebuilding stakeholder trust and meeting long-term governance expectations.

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