Directors Report of Worldwide Aluminium Ltd.

Mar 31, 2025

Your directors take pleasure in presenting the 35 ^th Annual Report of your Company together
with the Audited Statement of Accounts and the Auditors’ Report of your company for the
financial year ended 31st March 2025.

1. Financial Highlights

The financial performance of your company for the year ending March 31 2025, is summarized
below:

(Amount in Lacs)

Particulars	2024-25	2023-25
Revenue from Operations	6,009.59	701.76
Other Income	0.02	0
Profit before Interest and Depreciation and Tax	0.42	0.53
Finance Cost	0.02	0.00
Depreciation	0.00	0.00
Net Profit Before Tax	0.42	0.53
Tax Expense	0.23	0.09
Deferred Tax	(0.09)	0.19
Net Profit after Tax	0.28	0.25

2. State of company’s affairs and future outlook

During the reporting period company’s performance was satisfactory in terms of revenue
generation as the same has generated total revenue of Rs. 6009.59 lacs which is 757 % more
than the last year’s Revenue. Further, after meeting out all the administrative and other
expenditure, the company has earned Net profit of Rs. 0.28 lacs. The Net Profit of the
Company is increased by Rs. 0.03 lacs. The Board is taking the necessary steps to improve
the performance of the Company and to have better working results in the coming years.

3. Transfer to reserves in terms of section 134 (3) (j) of the Companies Act, 2013

The company has not transferred any amounts to the Reserves in terms of Section 134(3)(J) of
the Companies Act 2013.

4. Dividend

The Board of Directors of the Company, after considering holistically the relevant
circumstances, has notrecommended any dividend for the current financial year with a view
to conserve the profits generated.

5. Change in Nature of Business

During the period under review, the Company has not changed its line of business in such a
way that amounts to commencement of any new business or discontinuance, sale or disposal
of any of its existing businesses or hiving off any segment or division.

6. Material changes and commitments

The particulars as required under the provisions of Section 134(3)(l), none of the changes
have occurred which have affected the financial position of the company occurred during
the Financial Year 2024-25.

7. Share Capital

There has been no change in the share capital of the company during the year under review.

8. Transfer of unclaimed dividend to Investor Education and Protection Fund

There was no unclaimed/unpaid dividend, application money, debenture interest and interest
on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/
unpaid in relation to the Company hence the Company is not required to transfer any amount
to Investor Education and Protection Fund (IEPF).

9. Particulars of Loans, Guarantees and Investments

There were no loans, guarantees, or investments made by the Company under Section
186 of the Companies Act, 2013 during the year under review and hence the said provision
is not applicable.

10. Information about Subsidiary/ JV/ Associate Company

Company does not have any Subsidiary, Joint venture or Associate Company.

11. Deposits

During the year under review, your Company has not invited any deposits from
public/shareholders as per Section 73 of the Companies Act, 2013 read with Companies

12. Related Party Transactions

All related party transactions that were entered into during the financial year were on an
arm’s length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large and Approval of the Board of Directors and shareholders
was obtained wherever required.

Further the Related Party Transactions have been disclosed in Note No. 26 of Financial
Statements of the Company.

13. Directors and Key Managerial Personnel

During the current financial year, following changes have occurred in the constitution of
directors and KMP of the company:

1. Arjun Singh Patwal has resigned from the position of Company Secretary and
Compliance Officer of the Company w.e.f 22^nd April 2024.

2. Rupali has been appointed as the Company Secretary and Compliance Officer
of the Company w.e.f 5^th July 2024.

3. Harish Kansal has resigned from the position of Director of the Company w.e.f
13 ^th May 2024.

4. Parin Bhavsar has been appointed as Independent Non Exceutive Director of
the Company w.e.f 30^th September 2024.

As per the Articles of Association of the Company Mr. Abhishek Jain, Managing Director
of the Company retires by rotation at the ensuing Annual General Meeting and being eligible
offers herself for re-appointment.

The composition of the board of directors and KMP as on 31/03/2025 is as follows:

S.No.	Name	Designation	DIN/PAN	Date of Appointment
1	MAHESH AGARWAL	Independent Director	00086304	29/04/2017
2	ABHISHEK JAIN	Joint Managing Director	02801441	28/07/2017
3	PARAG JAIN	Managing Director	02803856	28/07/2017
4	PUNITA JAIN	Director	00303136	28/07/2017
5	SHIVANI	CFO	GSVPS4965P	13/08/2018
6	RUPALI	Company Secretary	CCJPK5462K	05/07/2024

7

PARIN BHAVSAR*

Independent Director

09134264

30/09/2024

*Mr. Parin bhavsar has resigned as independent director w.e.f 15^thjuly 2025

14. Declaration by Independent Directors

The Board of Directors of the Company hereby confirms that all the Independent directors
duly appointed by the Company have given the declaration and they meet the criteria of
independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49
of the Listing Agreement.

15. Number of Meeting of Board of Directors

During the Financial Year, the Company held 7 board meetings of the Board of Directors
as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of
the Companies Act, 2013 were adhered to while considering the time gap between the two
meetings.

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1	24-04-2024	5	5
2	28-05-2024	4	4
3	05-07-2025	4	4
4	14-08-2024	4	4
5	05-09-2024	4	4
6	14-11-2024	5	5
7	13-02-2025	5	5

16.Comnosition of Audit Committee

I. The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of theCompanies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014.

II. The terms of reference of the Audit Committee are broadly as under:

1. Oversight of the Company’s financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of
the Company;

3. Reviewing, with the management, the annual financial statements and auditors’

report thereon before submission to the board for approval, with particular reference to:

A. Matters required to be included in the director’s responsibility statement to be
included in theboard’s report in terms of clause (c) of sub-section 3 of section 134 of
the Act

B. Disclosure of any related party transactions

C. Qualifications in the draft audit report

4. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval;

5. Review and monitor the auditors’ independence and performance, and
effectiveness of auditprocess.

6. Scrutiny of inter-corporate loans and investments;

7. Evaluation of internal financial controls and risk management systems;

8. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;

9. Discussion with internal auditors of any significant findings and follow up there on;

10. Establish a vigil mechanism for directors and employees to report genuine
concerns in such manner as may be prescribed;

11. Approval of appointment of CFO;

III. The Audit Committee invites executives, as it considers appropriate (particularly the
head of the finance function), representatives of the statutory auditors and representatives
of the internal auditors to be present at its meetings. The Company Secretary acts as the
secretary to the Audit Committee.

IV. The composition of the Audit Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
MAHESH AGARWAL	Chairman	Director
PARAG JAIN	Member	Managing Director
ABHISHEK JATIN GOR**	Member	Independent Director
PARIN BHAVSAR*	Member	Independent Director

*Mr. Parin Bhavsar has resigned as Independent Director w.e.f 15^th July 2025

**Mr. Abhishek Jatin Gor has been appointed as an Independent Director w.e.f 25^th July, 2025

V. During the Financial year 2024-25 company held 5 Meeting of the Audit Committee,
details of whichare summarized below:

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1	28/05/2024	3	3
2	14/08/2024	3	3
3	05/09/2024	3	3
4	14/11/2024	3	3
5	13/02/2025	3	3

17. Nomination And Remuneration Committee

I. Company has constituted this Committee in compliance of the provisions of Section
178(3) of the Companies Act, 2013 read with Companies (Meeting of Board and its
Powers) Rules, 2014.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

1. Recommend to the board the set up and composition of the board and its committees.
including the “formulation of the criteria for determining qualifications, positive
attributes and independence of a director”. The committee will consider periodically
reviewing the composition of the board with the objective of achieving an optimum
balance of size, skills, independence, knowledge, age, gender and experience.

2. Recommend to the board the appointment or reappointment of directors.

3. Devise a policy on board diversity.

4. On an annual basis, recommend to the board the remuneration payable to the directors
and oversee the remuneration to executive team or key managerial personnel of the
Company.

5. Provide guidelines for remuneration of directors on material subsidiaries.

III. The composition of the Nomination and Remuneration Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
PUNITA JAIN	Chairman	Director
MAHESH	Member	Director
AGARWAL
ABHISHEK	Member	Independent Director
JATIN GOR**
PARIN	Member	Independent Director
BHAVSAR*

*Mr. Parin Bhavsar has resigned as Independent Director w.e.f 15^th July 2025

**Mr. Abhishek Jatin Gor has been appointed as an Independent Director w.e.f 25^th July, 2025

IV. During the Financial year 2024-25 company held 1 Meeting of the Committee, details
of which are summarized below:

S.No	Date of Meeting	Board Strength	No. of Directors Present
1	09/10/2024	3	3

18. Stakeholders Relationship Committee:

I. Company has constituted this Committee in compliance of the provisions of
Section 178 ofthe Companies Act, 2013

II. The composition of the Nomination and Remuneration Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
PUNITA JAIN	Chairman	Director
MAHESH AGARWAL	Member	Director
ABHISHEK JATIN GOR**	Member	Independent Director
PARIN BHAVSAR*	Member	Independent Director

*Mr. Parin Bhavsar has resigned as Independent Director w.e.f 15^th July 2025
**Mr. Abhishek Jatin Gor has been appointed as an Independent Director w.e.f 25^th July, 2025

III. During the Financial year 2024-25 company held 1 Meeting of the Committee,
details of which are summarized below:

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1	09/10/2024	3	3

19. Board Evaluation

In compliance with the Companies Act, 2013 the performance evaluation of the Board was
carried out during the year under review. The Company has prepared an annual performance
evaluation policy for performance evaluation of Independent Directors, Board and the
Committees.

A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairperson of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors who also reviewed the performance of the
Secretarial Department.

20. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are 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 profit
of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls as required by Explanation to
Section 134(5)(e) of the Act) to be followed by the Company and such internal financial
controls are adequate and are operating effectively.

(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.

21. Internal control systems and their adequacy

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control
system in the Company. The system should be designed and operated effectively. Rule 8(5)
(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of
Internal Financial Controls with reference to the financial statements to be disclosed in the
Board''s report. To ensure effective Internal Financial Controls the Company has laid down
the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional
activities for which key manuals have been put in place. The manuals are updated and
validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any,
is seriously taken by the management and corrective actions are taken immediately. Any

amendment is regularly updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority
Schedule which isreviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted
regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets.
Fixed Asset verificationof assets is done on an annual basis. The audit reports for the above
audits are compiled and submitted toManaging Director and Board of Directors for review
and necessary action.

22. Annual Return

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy
of the AnnualReturn referred to in sub section (3) of Section 92 of the Act as prepared in
Form No. MGT 9 is placedon the website of the company, http://www.wwal.in

23. Corporate Social Responsibilities (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to the constitution of the Corporate Social Responsibility Committee.

24. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: The Company has effectively taken
steps forconversation of resources and all effective measures have been taken to save energy.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste
generated: -

(iii) Capital investment on energy conservation equipment: -

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: -

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, productdevelopment, import substitution, etc. -

(iii) In case of imported technology (imported during the last 3 years reckoned from the
beginning of thefinancial year), following information may be furnished: -

(a) Details of technology imported: -

(b) Year of import: -

(c) Whether the technology been fully absorbed: -

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: -

(iv) The expenditure incurred on Research and Development: -

(C) Foreign exchange earnings and Outgo

(Amount in Lacs)

Particulars	Current Year	Previous Year
FOB Value of Export	0	0
CIF Value of Import	0	0
Expenditure on Store and Spares	0	0
Expenditure on Foreign Travel	0	0
Other	0	0

25. Business Risk Management

The Company has structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its
impact on the business. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on continuing basis.

²⁶. ^Sigmfica^nt a^nd Serial °^rde^rs ^Passe^{d B}y ^The ^ReguMo^rs °^{r C}ou^rts

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.

²7. ^Au^dito^rs:

♦ Statutory Auditors and Auditor Report

At the Meeting held on 30/09/2024, M/s Jain Kedia and Sharma, Chartered Accountants
(FRN: 103920W) was appointed as statutory auditors of the company to hold office till
the conclusion of the Annual General Meeting to be held for the financial year 2028-29.

Company has received certificate from the Auditors to the effect they are not disqualified
to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Report that may call for any explanation from
the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self¬
explanatory.

♦ Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies
(Cost Records andAudit) Rules, 2014 is not applicable to the company.

♦ Secretarial Auditor

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of
the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed OmPrakash Agrahari, Practicing Company Secretary(ies), on to
undertake the Secretarial Audit of the Company for the financial year ended 2024.

The Secretarial Audit Report Submitted by Shivam Agarwal for the financial year ended
2025 inthe prescribed form MR-3 is annexed to the report as “Annexure A”.

The said secretarial audit report does not contain any qualification, reservation or adverse
remark or disclaimer made by the Secretarial Auditor.

28. Credit Rating of Securities

The Company has not obtained any credit rating of its securities.

29. Details of Corporate Insolvency Resolution Process Initiated Under the
Insolvency and Bankruptcy code (2016)

No corporate insolvency resolution process is initiated against your Company under
Insolvency and Bankruptcy Code, 2016 (IBC).

30. Details of Failure to Implement any Corporate Action :

During the year the Company has not failed to execute any corporate action.

³¹. ^St;at;e^me^{nt r}ega^rding co^mpHaⁿces o^f appHcaMe ^c^aria! ^Sta^nda^rds

The Directors have devised proper systems to ensure compliance with the provisions of all
applicableSecretarial Standards and that such systems are adequate and operating effectively.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention.
Prohibition and Redressal Act, 2013

The Company has in place an Anti- Sexual Harassment Policy in line with the
requirements of The Sxual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.

Further the Company was committed to providing a safe and conducive work environment
to its employees during the year under review. Your Directors further state that during the
year under review, there were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year: -

• No. of complaints received: 0

• No. of complaints disposed of: 0

• No. of complaints pending: 0

• No. of complaints unsolved: 0

33. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a vigil mechanism (whistle blower policy) for its directors
and employees of the Company to report genuine concerns about unethical practices and
suspected or actual fraudor violation of the code of conduct of the Company as prescribed
under the Companies Act, 2013. This vigil mechanism shall provide a channel to the
employees and Directors to report to the management concerns about unethical behavior,
and also provide for adequate safeguards against victimization of persons who use the
mechanism and also make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases.

34. Fraud Reporting

During the year under review, Auditors of the company have not reported any instances of
frauds committed in the Company by its Officers or Employees to the Audit Committee
under section 143(12) of the Companies Act, 2013, details of which need to be mentioned
in this Report.

35. Cautionary Statement

The statements contained in the Board’s Report contain certain statements relating to the
future and therefore are forward looking within the meaning of applicable laws and
regulations.

Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may however
lead to variation in actualresults.

36. REMUNERATION UNDER SECTION 197(12) AND RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES. 2014

There was no employee drawing remuneration requiring disclosure under section 197(12) and
Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. Required details are annexed to this Report as “Annexure B”

37. MANAGEMENT DISCUSSION AND ANALYSTS

The Management Discussion and Analysis Report for the financial year under review as
stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed as “Annexure-C”.

38. POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015,the Board of Directors of the Company has framed the following
policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Practices and Procedures for Fair Disclosurxe of UPSI

4. Policy on Vigil Mechanism

5. Nomination & Remuneration Policy

6. Policy for determining Material Subsidiaries

7. Policy for Payment to Non- Executive Directors

8. Policy for Related Party Transactions

9. Policy on Familiarization of Independent Directors

10. Policy for Issuance of Duplicate Share Certificate

11. Code of Conduct to Monitor and Report Insider Trading

All the above policies have been displayed on the website of the Company viz www.wwal.in
40. Acknowledgement

Your Directors wish to express their grateful appreciation to the continued co-operation
received fromthe Banks, Government Authorities, Customers, Vendors and Shareholders
during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the committed service ofthe Executives, staff, and Workers of the
Company.

For & on behalf of the Board of Directors
Worldwide Aluminium Limited

Sd/- Sd/-

ABHISHEK JAIN PARAG JAIN

DIN : 02801441 DIN : 02803856

Managing Director Managing Director

Date: 05-09-2025
Place: Delhi

---

Mar 31, 2024

Your directors have pleasure in presenting the 34^th Annual Report of your Company together with the
Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended
31st March, 2024

1. Financial Highlights

The financial performance of your company for the year ending March 31, 2024 is summarized below:

(Amount in Lacs)

Particulars	2023-24	2022-23
Revenue from Operations	701.76	2350.92
Other Income	0	0
Profit before Interest and Depreciation and Tax	0.53	0.16
Finance Cost	0.00	0.00
Depreciation	0.00	0.00
Net Profit before Tax	0.53	0.16
Tax Expense	0.09	0.03
Deferred Tax	0.19	0.22
Net Profit after Tax	0.25	(0.09)

2. State of company''s affairs and future outlook

During the reporting period company''s performance was satisfactory in terms of revenue generation as
the same has generated total revenue of Rs. 701.76 lacs which is 335 % less than the last year''s turnover.
Further, after meeting out all the administrative and other expenditures, the company has earned Net
profit of Rs. 0.25 lacs. The Net Profit of the Company is increased by Rs. 0.34 lacs. The Board is taking the
necessary steps to improve the performance of the Company and to have better working results in the
coming years.

3. Transfer to reserves in terms of section 134 (3) (j) of the Companies Act, 2013

The company has not transferred any amounts in the Reserves in terms of Section 134(3)(J) of the
Companies Act, 2013.

4. Dividend

The Board of Directors of the Company, after considering holistically the relevant circumstances has not
recommended any dividend for the current financial year with a view to conserve the profits generated.

5. Change in Nature of Business

During the period under review, the Company has not changed its line of business in such a way that
amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing
businesses or hiving off any segment or division.

6. Material changes and commitments

The particulars as required under the provisions of Section 134(3)(l), none of the changes have occurred
which have affected the financial position of the company occurred during the Financial Year 2023-24.

7. Share Capital

There has been no change in the share capital of the company during the year under review.

8. Transfer of unclaimed dividend to Investor Education and Protection Fund

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on
deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in
relation tothe Company hence the Company is not required to transfer any amount to Investor Education
and Protection Fund (IEPF).

9. Particulars of Loans, Guarantees and Investments

There were no loans, guarantees, or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10. Information about Subsidiary/ JV/ Associate Company

Company does not have any Subsidiary, Joint venture or Associate Company.

11. Deposits

During the year under review, your Company has not invited any deposits from public/shareholders as per
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

12. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length
basis and were in the ordinary course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at large and
Approval of the Board of Directors and shareholders was obtained wherever required, hence Form No.
AOC-2 is not applicable to the company.

Further the Related Party Transactions has been disclosed in Note No. 15 of Financial Statements of the
Company.

13. Directors and Key Managerial Personnel

During the current financial year, no changes have occurred in the constitution of directors of the
company.

As per the Articles of Association of the Company Mr. Punita Jain Managing Director of the Company
retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for r e-
appointment.

The composition of the board of directors and KMP as on 31/03/2024 is as following:

S.No.	Name	Designation	DIN	Date of Appointment
1	MAHESH AGARWAL	Independent Director	00086304	29/04/2017
2	HARISH KANSAL	Independent Director	01566975	29/04/2017
3	ABHISHEK JAIN	Joint Managing Director	02801441	28/07/2017
4	PARAG JAIN	Managing Director	02803856	28/07/2017
5	PUNITA JAIN	Director	00303136	28/07/2017
6	SHIVANI	CFO	GSVPS4965P	13/08/2018
7.	ARJUN SINGH PATWAL	Company Secretary	AVLPA5750B	22/03/2023

14. Declaration by Independent Directors

The Board of Directors of the Company hereby confirms that all the Independent directors duly
appointed by the Company have given the declaration and they meet the criteria of independence as
provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

15. Number of Meeting of Board of Directors

During the Financial Year, the Company held 7 board meetings of the Board of Directors as per Section
173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were
adhered to while considering the time gap between the two meetings.

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1	03/04/2023	5	5
2	29/05/2023	5	5
3	14/08/2023	5	5
4	05/09/2023	5	5
5	14/11/2023	5	5
6	12/02/2024	5	5
7	25/03/2024	5	5

16. Composition of Audit Committee

I. The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

II. The terms of reference of the Audit Committee are broadly as under:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Reviewing, with the management, the annual financial statements and auditors'' report
thereon before submission to the board for approval, with particular reference to:

A. Matters required to be included in the director''s responsibility statement to be included in
theboard''s report in terms of clause (c) of sub-section 3 of section 134 of the Act

B. Disclosure of any related party transactions

C. Qualifications in the draft audit report

4. Reviewing, with the management, the quarterly financial statements before submission to the
boardfor approval;

5. Review and monitor the auditors'' independence and performance, and effectiveness of audit
process;

6. Scrutiny of inter-corporate loans and investments;

7. Evaluation of internal financial controls and risk management systems;

8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
theinternal control systems;

9. Discussion with internal auditors of any significant findings and follow up there on;

10. Establish a vigil mechanism for directors and employees to report genuine concerns in
such manner as may be prescribed;

11. Approval of appointment of CFO;

III. The Audit Committee invites executives, as it considers appropriate (particularly the head of the
finance function), representatives of the statutory auditors and representatives of the internal auditors
to be present at its meetings. The Company Secretary acts as the secretary to the Audit Committee.

IV. The composition of the Audit Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
MAHESH AGARWAL	Chairman	Director
HARISH KANSAL	Member	Director
PARAG JAIN	Member	Managing Director

V. During the Financial year 2023-24 company held 5 Meeting of the Audit Committee, details of which
are summarized below:

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1	01/05/2023	3	3
2	11/08/2023	3	3
3	05/09/2023	3	3
4	25/12/2023	3	3
5	29/03/2024	3	3

17. Nomination And Remuneration Committee

I. Company has constituted this Committee in compliance of the provisions of Section 178(3) of
theCompanies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

1. Recommend to the board the set up and composition of the board and its committees. including
the "formulation of the criteria for determining qualifications, positive attributes and independence
of a director". The committee will consider periodically reviewing the composition of the board with
the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender
and experience.

2. Recommend to the board the appointment or reappointment of directors.

3. Devise a policy on board diversity.

4. On an annual basis, recommend to the board the remuneration payable to the directors and
oversee the remuneration to executive team or key managerial personnel of the Company.

5. Provide guidelines for remuneration of directors on material subsidiaries.

III. The composition of the Nomination and Remuneration Committee is given below:

Name of the Director	Position held in the	Category of the Director
	Committee
PUNITA JAIN	Chairman	Director
HARISH KANSAL	Member	Director
MAHESH AGARWAL	Member	Director

IV. During the Financial year 2023-24 company held 1 Meeting of the Committee, details of which
aresummarized below:

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1	15/05/2022	3	3

18. Stakeholders Relationship Committee:

I. Company has constituted this Committee in compliance of the provisions of Section 178
ofthe Companies Act, 2013

II. The composition of the Nomination and Remuneration Committee is given below:

Name of the Director	Position held in the Committee	Category of the Director
PUNITA JAIN	Chairman	Director
HARISH KANSAL	Member	Director
MAHESH AGARWAL	Member	Director
ABHISHEK JAIN	Member	Managing Director

III. During the Financial year 2022-23 company held 1 Meeting of the Committee, details

ofwhich are summarized below:

S.No.	Date of Meeting	Board Strength	No. of Directors Present
1	09/10/2023	4	4

19. Board Evaluation

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out
during the year under review. The Company has prepared an annual performance evaluation policy for
performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairperson of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors who also reviewed the performance of the Secretarial Department.

20. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms
that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are 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 profit of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls as required by Explanation to Section
134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate
and are operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all
applicablelaws and that such systems were adequate and operating effectively.

21. Internal control systems and their adequacy

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in
the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for
which key manuals have been put in place. The manuals are updated and validated periodically.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously
taken by the management and corrective actions are taken immediately. Any amendment is regularly
updated by internal as well as external agencies in the system.

Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is
reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to
ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification
of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted
toManaging Director and Board of Directors for review and necessary action.

22. Annual Return

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual
Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 9 is placed
on the website of the company, http://www.wwal.in

23. Corporate Social Responsibilities (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to the constitution of the
Corporate Social Responsibility Committee.

24. Energy conservation, technology absorption & Foreign Exchange Earnings and Outgo

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) Steps taken or impact on conservation of energy: The Company has effectively taken steps
forconversation of resources and all effective measures have been taken to save energy.

(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: -

(iii) Capital investment on energy conservation equipment: -

(B) Technology absorption:

(i) Efforts, in brief, made towards technology absorption: -

(ii) Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction,
productdevelopment, import substitution, etc. -

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of
thefinancial year), following information may be furnished: -

(a) Details of technology imported: -

(b) Year of import: -

(c) Whether the technology been fully absorbed: -

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: -

(iv) The expenditure incurred on Research and Development: -

(C) Foreign exchange earnings and Outgo

(Amount in Lacs)

Particulars	Current Year	Previous Year
FOB Value of Export	0	0
CIF Value of Import	0	0
Expenditure on Store and Spares	0	0
Expenditure on Foreign Travel	0	0
Other	0	0

25. Business Risk Management

The Company has structured risk management policy. The Risk management process is designed to
safeguard the organization from various risks through adequate and timely actions. It is designed to
anticipate, evaluate and mitigate risks in order to minimize its impact on the business. Major risks
identified by the businesses and functions are systematically addressed through mitigating actions on
continuing basis.

26. Significant and Material Orders Passed By The Regulators Or Courts

There are no significant material orders passed by the Regulators / Courts which would impact the
goingconcern status of the Company and its future operations.

27. Auditors:

♦ Statutory Auditors and Auditor Report

At the Meeting held on 30/09/2023, M/s, Chartered Accountants (FRN: 010189N) was appointed as statutory
auditors of the company to hold office till the conclusion of the Annual General Meeting to be held for the

financial year 2028.

Company has received certificate from the Auditors to the effect they are not disqualified to continue as
statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the
Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to
accounts referred to in the Auditor''s Report are self-explanatory.

The Board, on the recommendation of the Audit Committee, recommended for the approval of the
Members, the Re-appointment of M/s Surendra & Associates, Chartered Accountants (Firm Registration
No. 010189N), as the Auditors of the Company for a term of Five consecutive years from the conclusion
of this Annual General Meeting until the conclusion of 38^th Annual General Meeting of the Company. On
the recommendation of the Audit Committee, the Board also recommended for the approval of the
Members, performing the statutory audit functions of the Company for the financial year 2023-24 with
the authority/power in favor of the Board/Audit Committee to modify the terms and conditions,
including fixation/ variation of remuneration for remaining tenure of four years, as may be mutually
agreed with the auditors of the Company.

The Company has also received written consent and eligibility certificate from M/s. Surendra &
Associates, Chartered Accountants under Section 141 of the Act. The resolution for the re-appointment
of M/s. Surendra & Associates, Chartered Accountants, as statutory auditors of the Company has been
placed at the ensuing AGM for approval of members of the Company. Appropriate resolution seeking
your approval to the appointment and remuneration of the Auditors is appearing in the Notice convening
the 33^rd AGM of the Company. The Board of Directors recommends to the Members to pass the
resolution, as stated in Item No. 3 of the Notice, convening the ensuing Annual General Meeting. The
Auditors'' Report on the standalone financial statements of the Company for the year ended March 31,
2023 forms part of this Annual Report. The Auditors'' Report does not contain any qualifications,
reservations, adverse remarks or disclaimer. In terms of the provisions of Section 143(12) of the Act, no
frauds have been reported by the Statutory Auditors in their report for the year under review. Notes to
the Financial Statements are self-explanatory and do not call for any further comments.

♦ Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Rules, 2014 is not applicable to the company.

♦ Secretarial Auditor

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Om
Prakash Agrahari, Practicing Company Secretary(ies), on to undertake the Secretarial Audit of the
Company for the financial year ended 2024.

The Secretarial Audit Report Submitted by Om Prakash Agrahari, for the financial year ended 2024 in
the prescribed form MR-3 is annexed to the report as "Annexure A".

The said secretarial audit report does not contain any qualification, reservation or adverse remark or
disclaimer made by the Secretarial Auditor.

28. Credit Rating of Securities

The Company has not obtained any credit rating of its securities.

29. Details of Corporate Insolvency Resolution Process Initiated Under the Insolvency and
Bankruptcy Code, 2016 (IBC)

No corporate insolvency resolution process is initiated against your Company under Insolvency and
Bankruptcy Code, 2016 (IBC).

30. Details of Failure to Implement any Corporate Action :

During the year the Company has not failed to execute any corporate action.

31. Statement regarding compliances of applicable Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Further the Company was committed to providing a safe and conducive work environment to its
employees during the year under review. Your Directors further state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Summary of sexual harassment complaints received and disposed of during the financial year: -

• No. of complaints received: 0

• No. of complaints disposed of: 0

• No. of complaints pending: 0

• No. of complaints unsolved: 0

33. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees
of the Company for reporting genuine concerns about unethical practices and suspected or actual
fraudor violation of the code of conduct of the Company as prescribed under the Companies Act, 2013.
This vigil mechanism shall provide a channel to the employees and Directors to report to the
management concerns about unethical behavior, and also provide for adequate safeguards against
victimization of persons who use the mechanism and also make provision for direct access to the
chairperson of the AuditCommittee in appropriate or exceptional cases.

34. Fraud Reporting

During the year under review, Auditors of the company have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under section 143(12)
of the Companies Act, 2013, details of which need to be mentioned in this Report.

35. Cautionary Statement

The statements contained in the Board''s Report contain certain statements relating to the future and
therefore are forward looking within the meaning of applicable laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other
statues, market forces and other associated and incidental factors may however lead to variation in
actualresults.

36. RE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5 (1)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details
are annexed to this Report as "Annexure B"

37. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated
underRegulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed as "Annexure-C".

38. POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015,
the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Practices and Procedures for Fair Disclosure of UPSI

4. Policy on Vigil Mechanism

5. Nomination & Remuneration Policy

6. Policy for determining Material Subsidiaries

7. Policy for Payment to Non- Executive Directors

8. Policy for Related Party Transactions

9. Policy on Familiarization of Independent Directors

10. Policy for Issuance of Duplicate Share Certificate

11. Code of Conduct to Monitor and Report Insider Trading

All the above policies have been displayed on the website of the Company viz www.wwal.in
40. Acknowledgement

Your Directors wish to express their grateful appreciation to the continued co-operation received from
the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed service
ofthe Executives, staff, and Workers of the Company.

For & on behalf of the Board of Directors
Worldwide Aluminium Limited

Sd/- Sd/-

ABHISHEK JAINDIN PARAG JAIN

:02801441 DIN :02803856

Managing Director Managing Director

Date :05/09/2024
Place : New Delhi

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31th 2015.

1. Financial summary or highlights/Performance of the Company

Particulars Year ended on Year ended on 31/03/2015 31/03/2014

Total Revenue from operation 64684770 75631791

Total Expenditure 62639468 81654366

Profit/(Ioss) from Ordinary activities 2045302 (221630) before tax

Less: Tax Expenses 677200 (667102)

Net Profit /(loss) from Ordinary 1368102 (1829384) activities after tax

Add: balance brought forward 1643547 3472931

Balance carried forward to Balance 3011649 1643547 Sheet

2. Slate of Company's affair

The company is now mainly engaged in the business of merchant exporting of footwear. With this change of business strategy, the company has earned a profit of Rs. 2045302/- before tax after providing for depreciation of Rs 1514652/- as compared to last year's loss of Rs. 2496486/-. No Material changes has been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report also there is no change in the nature of the business of the company during the year. The CSR provisions were not applicable on the company during the year under review. No deposits were accepted or remain unpaid, nor did any default occur during the year.

3. Reserves and Dividends

No amount is transferred to the general reserve of the company during the year. Also. Board of Director's do not recommended any dividend for the financial year 2014-15.

4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has a well placed proper and adequate internal control system commensurate with the size and nature of its business. The Board has appointed Internal Auditors to more strengthen the internal control system. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

5. Directors and KMP's

Mr. Deepak Mehrotra and Mr. Rajeev Agarwal has been appointed as independent director on 21st March, 2015. Also, Ms. Parul Jain has been appointed as Company secretary and Mr. Krishna Singh as Chief Financial Officer. Mrs. Renu Agarwal was re-appointed as director in the last AGM held on 29.09.2014 when retired by rotation.

The Board has met 5 tunes during the year 30.05.2014. 14.08,2014, 14.11.2014. 31.01.2015 and 21.03.2015 of which meetings proper notices has been given. In accordance with the new- Companies Act, the Audit Committee. Nomination and Remuneration Committee, Stakeholder Relationship Committee & Vigil Mechanism was duly formulated. Mr. Anil Agarwal (Managing Director) was appointed Chairman of Audit committee along with Mr. Rajeev Agarwal (Independent Director) and Mr. Deepak Mehrotra (Independent Director) of the Company. Further Ms. Renu Agarwal, Mr Lalit K, Chhawchharia. Mr. Deepak Mehrotra and Mr. Rajeev Agarwal were appointed as members of Nomination and Remuneration Committee.

6. Statutory Auditors and Report

B, Chhawehharia & Co. (FRN-305123E) Chartered Accountant continue to be the statutory auditors of the company having been appointed for 3 years up to 2017 in the last AGM.

With reference to the qualification made in the Auditor Report in relation to not disclosing particulars as required in pursuance to Accounting Standard-15 "Employee Benefit", the members are informed that the same was not possible since it is not received from LIC respect to the Employee Gratuity Fund.

7. Secretarial Audit Report

A Secretarial Audit Report given by M/s Akarshika Goel & Co. (C.P. No 12770) a company secretary in practice is annexed herewith. With reference to the qualifications made under Secretarial Audit Report the members are informed:-

(a) In respect to the members who are promoters containing more than 900 members, the company has already initiated action to transfer the same to public holdings.

(b) Regarding e-voting the same has been complied with.

(c) Since, there is absolutely 'NIL' volume of trading of the Company's share on CSE and the company shares are actively traded in BSE, the company has decided to delist its shares from CSE.

8. Share Capital

No equity shares. Sweat equity. Stock Options was made during the year. No money was advance by the Company to purchase the Company's Share.

9. Details of Subsidiary and its performance and financial position

The company has a subsidiary company i.e. Blackberry Properties Advisory' Private Limited. Its registered office is at 5-F, Everest 46/C, Chowringee Road, Kolkata-700071. The Blackberry Property Advisory Private Limited does not have any business operation. However it gets a rent from a premise which is rented out. The company has earned a net profit of Rs.264268 /- as compared to last year's loss of Rs. 43620.00/-

10. Particulars of loans, guarantees or investments under section 186

The company has deployed funds in interest bearing ICD's during the year to M/s WIG Brothers Cons. Private Limited. The loan has been approved by the board and interest is being received regularly.

11. Particulars of contracts or arrangements with related parties

The company does not have any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. Therefore, Form AOC-2 prescribed therein may be considered as NIL.

12. Conservation Of Energy & Technology Absorption

The company constantly endeavors to conserve energy. Ail steps in pursuance thereof have already been taken in the previous years. Ever since the nature of the business was changed from manufacturing exporters to merchant exporter expenditure on technology up-gradation, product development etc has also been curtailed as not required for the nature of business.

13. Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows is Rs. 525.85 lacs and the Foreign Exchange outgo is Rs. 6.37 lacs during the year.

14. Extract of the annual return

The extract of annual return in Form No MGT9 has attached with the Board's report.

15. Managerial Remuneration

i. Total remuneration to the MD has remained unchanged at Rs. 1680000/- during the year.

ii. There were only 10 employees on permanent roll of the company as on March 31,2015.

iii. The total remuneration paid to ICMP's appointed on 21.03.2015 was based on the terms of the service contract which had been paid for availing their services.

iv. The percentile increase in the salaries of the other employees is 13% whereas percentile increase in the salaries of the managerial personnel is nil.

16. Variations in the market capitalization

Market Capitalization as on 31-03-2015= 2,68,21,809/- (2970300*9.03) Market Capitalization as on 31 -03-2014 1,21,48,527/- (2970300*4.09) Price Earnings Ratio (Price/EPS): As on 31 -03-2015-0.46; As on 31 -03-2014- (0.62)

17. Directors' Responsibility Statement

As per Section 134 of the Companies Act, 2013, your Directors hereby confirm that.

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis:

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

18. E-Mail ID's of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media.

19. Acknowledgements

Your Directors take this opportunity to thank Regulatory and Government Authorities the Company's shareholders, investors, customers, bankers, and other stakeholders for their continued support to the company. Your Directors express their deep sense of appreciation towards all the employees and staff of the company.

For and on behalf of the Board of Directors Worldwide Leather Exports Limited

Date: 17th July 2015 Managing Director Place: Gurgaon Anil Agarwal

---

Mar 31, 2014

TO THE MEMBERS

The Directors present the 24rd Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2014.

Financial Result Rs. In Lacs 2013-14 2012-13

Sales and other operating income 756.32 1000.02

Profit before depreciation 18.08 -00.80

Depreciation 20.28 22.70

Profit/ (Loss) after extraordinary -18.29 -15.85

Items & Tax

Surplus from previous year 34.73 50.58

Transfer to General Reserve 0.00 0.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 16.44 34.73



Performance

Sales inclusive of export incentives have decreased over the previous year from 11002.02 lacs to 756.32 lacs. The financial year 2013-14 shows a loss of Rs 24.96 lacs after providing for Rs.20.28 lacs towards depreciation.

The world economic conditions and demand for shoes continue to be tough. The infiationatory costs in India continue to rise while the selling prices overseas continue to fall. The company''s sales have declined for the past 2 years. Manufacturing shoes has been producing losses for the past 2 year Wages in 1 ndia continue to rise briskly, and also, the Gratuity and allied compensations were mounting.

In view of all this, in the interest of the Company and its shareholders, the Management decided to end its manufacturing operations in October 2013 and changed its business model, to enter into merchant exports, besides exploring other new avenues of business. Your Company is presently procuring packed shipments of footwear against its export orders. This model has saved the company from exposure to rising costs of labor and material and is yielding profits for the company.

In view of the loss in the current year, the CMD of the company has forgone his performance incentive payment..

Dividend

The Directors express their inability to recommend any dividend.

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2A A) of the Companies Act, 1956 your Directors confirm that: -

In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same;

They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period:

They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act. 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association ofthe Company, Mrs. Renu Agarwal, Director, retires by rotation and being eligible oilers herself for re-appointment. Your Directors recommend his re-appointment.

Particular of employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act. 1956 read with Companies (Particular of Employee amendment rule) 1998 are required to be given. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy.

Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed. B Technology Absorption Effort made for Technology absorption is as per Form - B attached as Annexure to this report. C Foreign Exchange Earning and Outgo The total foreign exchange earnings of the company during the year under review was Rs.660.68 lacs on account of exports and the total foreign exchange outgo was Rs.11.32 lacs on account of commissions, traveling expenses, trade fair expenses advertisement and foreign bank charges. Auditors M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224( 1B) of the Companies Act, 1956. Auditor''s Report The qualification in the Auditors'' report is adequately explained in relevant notes to the accounts. Listing of Shares The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Calcutta (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Calcutta Stock exchanges. E-Mail ID''s of Shareholders Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs. Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media. Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company''s industrial relation continued to be excellent during the year.

For and behalf of the Board of Directors Date: 30th May, 2014 (Anil Agarwal) (Chairman & Managing Director) Place: Gurgaon Chairman & Managing Director

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Mar 31, 2013

TO THE MEMBERS

The Directors present the 23rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Result

Rs. In Lacs

2012-13 2011-12

Sales and other operating income 1000.02 1521.04

Profit before depreciation -00.80 67.80

Depreciation 22.70 28.07

Profit/(Loss) after extraordinary -15.85 25.35

Items & Tax

Surplus from previous year 50.58 25.23

Transfer to General Reserve 0.00 0.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 34.73 50.58

Performance

Sales inclusive of export incentives have decreased over the previous year from 1521.04 lacs to 1000.02 lacs. The financial year 2012-13 shows a loss of Rs 23.50 lacs after providing for Rs.22.70 lacs towards depreciation.

The Company''s performance declined mainly due to depressed European economic conditions. Even though the company achieved a turnover of 10 crores, due to increased labor and material costs and high inflation in India, the Company incurred operational losses with respect to the realizable value of Export Orders. Orders from our Customers from Spain and Italy, and other neighbouring countries have dried up. Our decade old buyers of UK have also decreased their buying. In view of the acute situation of mounting losses in the operations of the company, staff and labour has been reduced. Expenses on the participation in the Garda fair has also been curtailed. Options of shifting the factory to remote areas where cheaper labor may be available or to excise free Industrial Zones for production for the domestic market are being considered. However, the real estate investments of the company are doing well and further exposures are being planned in this area. .

In view of the loss in the current year, the CMD of the company has forgone his performance incentive payment..

Dividend

The Directors express their inability to recommend any dividend.

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

- In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same;

- They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association of the Company, Mr. Lalit Chhawchharia, Director, retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

Particularof employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particularof Employee amendment rule) 1998 are required to be given.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy. Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed.

B Technology Absorption

Effort made for Technology absorption is as per Form - B attached as Annexure to this report.

C Foreign ExchangeEarningand Outgo

The total foreign exchange earnings of the company during the year under review was Rs.842.64 lacs on account of exports and the total foreign exchange outgo was Rs.37.57 lacs on account of commissions, traveling expenses, trade fair expenses .advertisement and foreign bank charges.

Auditors

M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224( 1B) oftheCompaniesAct, 1956.

Auditor''s Report

The qualification in the Auditors'' report is adequately explained in relevant notes to the accounts.

Listing of Shares

The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Calcutta (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Calcutta Stock exchanges.

E-Mail ID''s of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make anote that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media. Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company''s industrial relation continued to be excellent during the year.

For and behalf of the Board of Directors

Date: 29th May, 2013 (Anil Agarwal)

Place: Gurgaon Chairman & Managing Director

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Mar 31, 2012

TO THE MEMBERS

The Directors present the 22nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.



Financial Result Rs. In Lacs

2011-12 2010-11

Sales and other operating income 1521.04 954.26

Profit before depreciation(29.41) 67.80 41.55

Depreciation 28.07 29.41

Profit/ (Loss) after extraordinary 25.35 20.73

Items & Tax

Add: Surplus from previous year 25.23 9.50

Transfer to General Reserve 0.00 5.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 50.58 25.23



Performance

Sales inclusive of export incentives have increased over the previous year. The financial year 2011-12 shows a profit of Rs.39.72 lacs after providing for Rs.28.07 lacs towards depreciation.

The Company's performance improved despite the European economics. Efforts to secure orders continues by taking active participation in the most popular Riva Del Garda, Italy fair. The Company's portfolio of Footwear from the R&D aspect is being appreciated in the international market, the company had good orders in hand and the turnover in the year was better.

Dividend

The Directors express their inability to recommend any dividend.

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same; They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period; They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act, 1956, for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities; The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association of the i Company, Mr. B.P.Singh, Director, retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

Particular of employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employee amendment rule) 1998 are required to be given. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy. Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed.

B Technology Absorption

Effort made for Technology absorption is as per Form - B attached as Annexure to this report.

C Foreign Exchange Earning and Outgo

The total foreign exchange earnings of the company during the year under review was Rs. 1329.03 lacs on account of exports and the total foreign exchange outgo was Rs.29.30 lacs on account of commissions, traveling expenses, trade fair expenses .advertisement and foreign bank charges and Rs. 107.43 lacs for import of raw material.

Auditors

M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

Auditor's Report

The qualification in the Auditors' report is adequately explained in relevant notes to the accounts.

Listing of Shares

The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Kolkata (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Kolkata Stock exchanges.

ISO 9001:2000 CERTIFICATION

Your Company continues to enjoy the status of ISO 9001:2000

E-Mail ID's of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media.

Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company's industrial relation continued to be excellent during the year.

E-Mail ID's of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media.

Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your company's industrial relation continued to be excellent during the year.





For and behalf of the Board of Directors

Date: 31st July, 2012 (Anil Agarwal)

Place: Gurgaon Chairman & Managing Director

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Mar 31, 2010

The Directors present the 20th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

Financial Result

Rs. In Lacs

2009-10 2008-09

Sales and other income 983.26 1265.12

Profit before depreciation (29.64) 39.74 82.26

And extraordinary item (NIL)

Depreciation 29.64 29.81

Profit/ (Loss) after extraordinary 7.40 30.29

Items & Tax

Add: Surplus from previous year 2.09 1.80

Transfer to General Reserve NIL 30.00

Proposed Dividend NIL NIL

Surplus Carried to Balance Sheet 9.49 2.90



Performance

Sales inclusive of export incentives have decreased over the previous year. The financial year 2009-10 shows a profit of Rs.7.40 lacs after providing Rs. 29.64 lacs towards depreciation.

The Companys performance could not improve due to the rolling effect of the global melt down which hit the Companys business during this financial year. Efforts to secure orders continues by taking active participation in the most popular Riva Del Garda, Italy fair. Though the Companys portfolio of Footwear from the R&D aspect is being appreciated in the international market, orders have shrunk due to acute competition in the international market especially in view of the forex rate conditions prevailing overseas.

Dividend

The Directors express their inability to recommend any dividend

Fixed Deposit

The Company has neither invited nor accepted fixed deposit from the public within the meaning of Companies (Acceptance of Deposit) Rule 1975.

Directors Responsibility Statement

In terms of provisions of Section 217(2AA) of the Companies Act, 1956 your Directors confirm that: -

- In the preparation of Annual Accounts the applicable accounting standard have been followed along with proper explanation and no material departure have been made from the same;

- They have selected such accounting policy and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the financial year and profit or loss of the company for that period;

- They have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provision of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Annual accounts have been prepared on a going concern basis.

Directors

Pursuant to the provision of Section 256(3) of the Companies Act, 1956 and Article 84 of the Article of Association of the Company, Mr. B.P.Singh, Director, retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

Particular of employees

There were no employees in respect of whom particulars pursuant to section 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employee amendment rule) 1998 are required to be given.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo As required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule 1988 the information is furnished below.

A Conservation of Energy

The Company has on going program to increase the awareness of Employee on conservation of Energy. Regular maintenance of captive generator sets, switching off machine and other Electrical Equipment when not in use are standard practices at the manufacturing facility and being regularly followed.

B Technology Absorption

Effort made for Technology absorption is as per Form - B attached as Annexure to this report.

C Foreign Exchange Earning and Outgo

The total foreign exchange earnings of the company during the year under review was Rs.888.97 lacs on account of exports and the total foreign exchange outgo was Rs.31.23 lacs on account of commissions, traveling expenses and foreign bank charges.

Auditors

M/s B. Chhawchharia & Co. Chartered Accountant, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate to the effect that their reappointment, if made, will be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors Report

The qualification in the Auditors report is adequately explained in relevant notes to the accounts.

Listing of Shares

The Shares of the Company are listed and traded in two stock exchanges i.e. Mumbai and Calcutta (Regional) Stock Exchange and addresses of the stock exchanges are mentioned elsewhere in this Annual Report. The Company has paid the Annual Listing fees to Mumbai and Calcutta Stock exchanges.

ISO 9001:2000 CERTIFICATION

Your Company continues to enjoy the status of ISO 9001: 2000

Acknowledgement

Your Directors take this opportunity to express grateful thanks to the Central Government and State Government and Vijaya Bank for their support and guidance to the Company from time to time. The Directors wish to place on record their appreciation of the efficient and loyal services rendered by the workers, officers, and staff members of the Company. Your companys industrial relation continued to be excellent during the year.

For and behalf of the Board of Directors



Date : 26th July, 2010 (Anil Agarwal)

Place : Gurgaon Chairman & Managing Director