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)

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:

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.

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:

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

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:

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

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:

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

ofwhich are summarized below:

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)

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