Your Directors have the pleasure in presenting the 43^rd Annual Report of Wendt (India) Limited (hereinafter referred to as 'the
Company') together with the Audited Financial Statements for the year ended 31^st March 2025. The Management Discussion
& Analysis Report which is required to be furnished as per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as 'the Listing Regulations') has been included in this Report to avoid duplication
and overlap.

ECONOMIC OVERVIEW

During 2024, the global economy grew at uneven pace rural demand improving on the back of record Kharif

across different regions. Manufacturing activity slowed production and favorable agricultural conditions. The

down in many parts of Europe and Asia due to supply chain manufacturing sector experienced headwinds due to

issues and weak global demand. However, the services subdued global demand and certain domestic seasonal

sector showed better performance and supported growth in factors. However, private consumption remained steady,

several economies. Inflation reduced in most countries, reflecting resilience in domestic demand. Fiscal discipline

though prices in the services sector remained high. While and strong external balance supported by a services trade

commodity prices remained stable, there is still a risk of surplus and healthy remittance growth contributed to

prices rising together again. As growth and inflation trends macroeconomic stability. Together, these factors provided

differ across countries, central banks are expected to take a solid foundation for sustained growth amid external

different approaches to interest rate cuts. This could create uncertainties.

uncertainty around future inflation and interest rates. In

Looking ahead, India s economic prospects for FY 2025-26

addition, global economic stability continues to face

are balanced. Headwinds to growth include elevated

challenges from ongoing geopolitical tensions, conflicts,

geopolitical and trade uncertainties and possible

and changes in trade policies.

commodity price shocks. Domestically, the translation of
In this global context, India displayed steady economic order books of private capital goods sector into sustained

growth. As per the first advance estimates of national investment pick-up, improvements in consumer

accounts, India's real GDP is estimated to have grown by confidence, and corporate wage pick-up will be key to

6.5 per cent in FY 2024-25. Growth in the first half of p romoting growth. A revival in rural demand-supported by

FY 2024-25 was supported by agriculture and services, with a rebound in agricultural output, moderation in food

inflation, and a stable macroeconomic environment-adds
an upside to near-term growth. Overall, India will need to
improve its global competitiveness through grassroots-level
structural reforms and deregulation to reinforce its medium-
term growth potential.

While the latest projections by International Monetary Fund
(IMF) has pegged global growth at 3.3% and 3.7% for 2025
and 2026, respectively, the latest tariff announcements by
the US government are expected to impact global growth,
but experts indicate no imminent risk of recession. The
economic outlook for India is projected to be stable at 6.5%

in 2025 and 2026, maintaining its position as the fastest-
growing major economy, driven by robust private
investment and macroeconomic stability.

%Ý INDUSTRY STRUCTURE &
sfa DEVELOPMENTS

The demand for Super Abrasive products is closely linked
to the level of industrial production. Super Abrasives are
used to manufacture long-lasting, expensive items like
auto and aircraft parts, demand for which is highly cyclical.
Diamond and Cubic Boron Nitride (CBN) Super Abrasive
products are used extensively in aerospace industry and
other industrial applications where price considerations are
less significant as they incur high initial costs. They are
used in the machining of materials such as nickel, cast iron
and cobalt-based super alloys, where precision in
machining operations is of prime importance.

The increasing complexity of Super Abrasive technology,
especially in high-performance applications, along with the
high initial investment required, creates significant entry
barriers for small and medium-sized enterprises. While
global industry leaders are able to invest heavily in
research and development, most unorganised players lack
access to such resources. This limits their ability to
compete in developing technologically advanced products.

The Company being a total Grinding Solution provider,
innovation is at the core of the Company's products and
processes. As such majority of our products are
customised to fulfil the customer's requirements.

The Company is a preferred supplier for many of the
automobile, auto component, engineering, aerospace,
defence, ceramics customers for their Super Abrasive
Tooling solutions, Grinding & Honing Machines and
Precision components. A major contribution to the
Company's revenues comes from these industries.

During the year the Company recorded sales of Rs.21197
lakhs, higher by 3% over the previous year.

Super Abrasive Business

The Super Abrasive business comprising Diamond/CBN
Grinding Wheels in various Bonding Systems, Rotary
Dressers, Stationary Dressers, Hones and Segmented
products is the biggest business vertical of the Company.
The Company continues to take several initiatives
including product development, new customer acquisition,
price correction, horizontal deployment of successful
applications and products, new markets, leveraging all its
products as a complete package solution to serve
customers betterto grow the business.

economic depression. The Company is focusing on
identifying, targeting and onboarding new distributors,
including industry specific distributors like glass,
aerospace, steel in targeted countries, horizontal
deployment of successful applications and products,
dedicated customer meetings/calls, enhanced use of
digital media, e-commerce, technical webinars, social
media posts, marketing campaigns and participation in
international exhibitions in focus countries etc.

Machines Business

Machine tool sales comprises sale of machines both
domestic and export, spares, service and refurbishing of
old machines. In the Machines business, sales declined
8% to Rs. 4364 lakhs. The drop in sales was due to delay in
orders and customers deferring purchase due to adverse
economic situation. The Company continued to mitigate
supply chain issues by better planning, bulk ordering of
some of the critical parts for the year, working closely with
critical vendors and developing alternate vendors. The
initiatives like advance schedule release helped to execute

The Super Abrasive business achieved sales of Rs.14054
lakhs, which is higher by 7% overthe previous year.

The domestic Super Abrasive sales grew by 9% over last
year. This is the highest ever sales for domestic Super
Abrasive business. The higher sales were from industries
like auto, auto ancillaries, steel, bearings, engineering,
cutting tools etc. Some of the initiatives for higher sales
were close working on product development, key account
management for top customers, appointment of precision
dealers, horizontal deployment of successful applications,
application teams support to the sales team and new
product launches etc.

The export Super Abrasives sales during the year was
marginally higher by 2% over the previous financial year.
The marginal increase in export sales was due to reduced
off take from key customers in few countries. The volatile
geopolitical scenario with continued Russia-Ukraine
conflict led to economic instability and changes in global
trade route leading to lower off take from Europe and other
developed countries. The economic recession faced in
some of countries worldwide worsened the situation. The
China plus one strategy adopted by major economies with
localisation led to reduced demand and continued

delivery on time. Further, other initiatives like design for
parts standardisation, dynamic contract reviews and micro
level planning, senior management interaction and visits to
major suppliers, application demonstration and improving
operational efficiency through Total Employee
Involvement (TEI), relay-out of shop to increase the
number of assembly bays, cost optimisation etc., helped in
meeting the plan.

During the year, the Company manufactured 51 machines.
The industry-wise machine sales during last year
comprises majorly to steel followed by cutting tools,
engineering and auto. The Company executed several
new machines during the current year which was well
accepted by the customers. The Company's strategy of
moving from industry specific to application-based

machines yielded good results during the year. These
machines have been well received by the customers,
projecting a good performance. Machine sales in the
export market achieved good growth and acceptance by
the customers.

During the financial year, the Company entered into a
technology transfer agreement with Wendt GmbH, one of
the Promoters of the Company for manufacturing
peripheral grinding machines for insert grinding
applications. This technology will help the Company to tap
into the global market for peripheral insert grinding
machines with a strategic focus on the sale of new
machines, service revenue and upgrade the installed
machines worldwide.

Precision Products

The Precision Products business clocked sales of Rs. 2779
lakhs, higher by 2% over the previous year.

The Company continues to focus on developing new
products for its components business as a part of its de-
risking strategy and looking at alternate opportunities
wherever possible.

Digital Marketing

The Company continues to maintain its website with
modified and improved content to enhance interaction and
engagement with customers. The website's look and feel
has been upgraded with enhanced graphics and user
interface. Customers can explore the Company's products
and successful applications and place their orders online.
Additionally, new products and applications are regularly
updated on social media platforms such as LinkedIn and
YouTube to increase customer awareness. These
initiatives are focused on digital marketing and ease of
doing business in terms of servicing customers better.

On the Information Technology (IT) front, the Company has
undertaken digital transformation initiatives focused on
simplifying and automating processes in areas of
production planning & control, procurement, marketing and
Sales. This year, special emphasis was placed on
upgrading and revamping the Company's secure network
along with strengthening cybersecurity measures and
improving data governance.

Applications Site

• Automated Vendor Payment: Enabled end to end

vendor payment automation by integrating the
Company's Enterprise resource planning (ERP) with
Bank portal, while addressing cyber security measures.
This reduces the time spent on searching for open
invoices for payment and minimises documentation
workflow.

• Grit Weighment automation: Eliminates the need for
printing of issue slips and enhances communication
between Production, planning and stores, ensuring
timely grit issuance to production. This lead to time
saving, fewer manual entry errors, zero stock variance
and improves traceability to production.

• Related Party Transaction (RPT): Eliminates manual
tracking of Audit Committee approval limits and
simplifies capturing RPT values for individual vendors/
customers by executing single report. Enables
automatic data validation and report consolidation
without any data loss. Establishes a defined path for
ERP S/4 HANA implementation through Readiness
check.

Infra Site

• Network upgrade and Revamping: For improving
network performance, the Company replaced existing
systems with new firewall, network switches, Wi-fi
controller and devices. Additional Fiber connections
were provided at various locations using a ring
topology to prevent network failure.

• Infrastructure & Security: Network upgrades were
completed to enhance reliability and performance
across sites. The cybersecurity framework was
strengthened through upgraded firewall policies,
implementation of endpoint protection, SolarWinds,
Sentinel One endpoint security and multi-factor
authentication (MFA) across all user accounts.

The Company leverages its core strength like complete
product range - Super Abrasives, Machine Tools and
Precision Components with access to German technology,
renowned global brand 'Wendt', global connect, domain
knowledge and continued patronage from customers to
grow its business and serve its customers better. It remains
focused on exploring new business opportunities in
Aerospace, Compressor & Hydraulic parts, Special Inserts
and Carbide industry by deploying its core competencies -
expertise, experience and knowledge in Grinding,
Machines & Super Abrasive Tools for manufacturing
related Precision Components.

Manufacturing

The Company continues to focus on improving operational
efficiency as well as optimal utilisation of various
resources-man, material and machines in manufacturing
and production areas. The Company has implemented
various initiatives to improve efficiency of its processes and
products. Some of the key ones are -

• QRM initiatives were extended beyond manufacturing
shop floors to include manufacturing office operations
through the formation of Q-ROC (Quick Response
Office Cell), helping streamline operations including
supply chain activities. Reduced and sustained
manufacturing lead times to improve throughput
velocities.

• A focused cost reduction approach was implemented
using Hoshin Kanri A3 methodologies, resulting in
measurable cost reductions in manufacturing variable
cost, manufacturing fixed cost and manufacturing
depreciation cost.

• Significant productivity improvements were achieved
through automation projects in Resin, Electroplated
and Rotary Dressers product groups.

• All planned CAPEX for the year was successfully
implemented, creating an additional 20% capacity with
advanced and high-productivity equipment.

• Efforts were concentrated on improving employee
productivity in bottleneck processes.

• Initiated manufacturing of glass grinding wheels for
venturing newer opportunities.

The Company rolled out initiatives like Existing Products
Improvement (EPI), New product Development (NPD) etc.,
during previous year which was further strengthened to
continue pipeline of products offering better value to the
customers.

Focus on Process Efficiency

Supply Chain efficiency is one of the Company's key focus
areas. The Company continues its focus in reducing
product lead time and improving operational efficiency by
reducing Work in Progress (WIP).

On the raw materials front, the Company continuously
develops alternative, reliable and competitive
sources/suppliers for critical raw materials including
The key growth drivers for India are

Diamond/CBN, machine castings, systems, electrical,
chemicals etc. However, to mitigate supply chain
disruption, the Company has tied up with critical suppliers
with annual orders delivery schedules.

,PJ FUTURE PROSPECTS AND OUTLOOK

India is expected to maintain a 6.5 - 7.5% annual GDP
growth rate in the medium term. Goldman Sachs, the
International Monetary Fund (IMF), and the World Bank
project that India will become the world's third largest
economy by 2027-2030, surpassing Germany and Japan.
India enjoys demographic dividend with over 65% of the
population below the age of 35 years. Rapid urbanisation
and growing middle class are likely to boost consumption
and productivity. Meanwhile, India is experiencing a digital
economy boom with strong growth in fintech, e-commerce
and IT services. India Stack, Unified Payments Interface
(UPI), Open Network for Digital Commerce (ONDC), and
5G rollout are transforming the digital infrastructure. By
2030, the digital economy is expected to contribute $1
trillion to the country's GDP.

The anticipated key challenges are:

• Unemployment & Underemployment, particularly in
rural and informal sectors.

• Skill gap for jobs in emerging industries.

• Inequality and regional disparities.

• Climate risks (heatwaves, water scarcity etc.).

• Exposure to global economic shocks like fluctuating oil
prices and geopolitical tensions

India's distinct advantages include:

• A large domestic market.

• Strong startup ecosystem with over 100 unicorns.

• A strategic geopolitical position (Quad, G20, BRICS).

• Consistent focus on ease of doing business.

India's GDP is expected to grow to USD 7.5 trillion in 2030
from present USD 3.8 trillion in 2024. This implies India
adds another India in 7 years and set to become the

Manufacturing Hub for the World. This is a big positive for
India as no other economy in the world has such high
growth rate. India has advantages to capitalise on this
unique opportunity which includes the potential for
significant domestic demand, the drive to encourage
manufacturing, and with a distinct demographic edge,
including considerable proportion of young workforce. The
Government's push to sectors like roads, railways and
metro rail, urban transport, ports, inland waterways and
airports, renewable energy (based on India's commitment
to Net Zero by 2070), Green infrastructure in terms of green
hydrogen, EV and thrust to defence production and exports
is expected to boost domestic manufacturing.

The Company's products are used extensively for Auto,
Auto Ancillaries, Engineering, Cutting Tools, Steel,
Ceramics, Refractories, Defence, Aerospace,
Construction and other industry segments. As such the

Company closely monitors the developments in these
sectors and accordingly devises its business strategy.

The Indian Automotive industry is expected to see a
substantial growth over the next 10 years, driven by factors
like rising incomes, urbanisation, and a growing middle
class group. Passenger vehicle sales are projected to
reach 6 million units by 2030, with a Compound Annual
Growth Rate (CAGR) of 5.6% from 2024 to 2030. The
overall Automotive market, including both passenger and
commercial vehicles, is expected to reach 7.5 million units
by 2030, with a CAGR of 5.7%. While internal combustion
engine (ICE) vehicles will continue to hold a significant
share, Electric Vehicles (EVs) and hybrid vehicles are
expected to see rapid growth.

The Indian steel industry is experiencing robust growth,
driven by strong domestic demand and government
support. Projections indicate significant increases in both
production and consumption, with the industry aiming to
reach 300 million tonnes crude steel capacity by 2030-31.
Per capita steel consumption is also expected to rise,
signaling a positive outlook for the sector.

The Indian Abrasives market is experiencing robust
growth, driven by increasing industrial activity and
infrastructure development. The market is projected to
reach USD 3.87 billion by 2033, with a CAGR of 6.02%

from 2025-2033, according to International Market
Analysis Research and Consulting (IMARC) Group. This
growth is fueled by rising demand from key sectors like
automotive, construction, and metal fabrication. Initiatives
like 'Smart Cities Mission' and 'Housing for All' along with
rising demand for electronics and automobiles are driving
the growth of Indian Abrasives market.

The Indian Super Abrasives market is experiencing
substantial growth, driven by increasing demand from
various industries and technological advancements in
abrasive materials and processes. While Super Abrasives
currently hold a small percentage of the overall Indian
Abrasives market, growth rate is projected to be the highest
among different Abrasive types.

The global Super Abrasives market is experiencing
substantial growth, with forecasts indicating a market value
of USD 19.9 billion by 2034, up from USD 11.1 billion in
2024, exhibiting CAGR of 6.0%. This growth is driven by
increasing demand from various industries, including
consumer electronics, transportation, and manufacturing.

Major factors responsible for the growth of global Super
Abrasives market include growing awareness for adoption
of high-end technologies and their benefits coupled with
the continuing growth of the Automotive industry. Besides,
the product is widely popular due to its long life cycle, high
scale hardness and superlative performance, which is
anticipated to spur the global Super Abrasives market
growth.

The expected growth of the above sectors provides good
opportunities for the Company's products - Super
Abrasives, Machines, and Precision Components in future.

The Company's growth lies in constantly monitoring
changes in the external environment and adapting to the
emerging customer needs. Accordingly, mega trends and
underlying new opportunities that unfold are being tracked
continuously.

The growing usage of Super Abrasive products for various
medical applications such as surgical instruments,
hypodermic needles, dental implants, knee, hip and
shoulder joints create new opportunities for the Company
to explore through technical collaboration and new
products development. Also, growing consumer electronic
segment with manufacturing facilities in India is expected
to provide a wide array of opportunities for consumption of
Super Abrasives in the coming years. The focus on
semiconductor industry which will make India a major hub
for manufacturing semiconductors is expected to be a
major growth engine. The success of addressing these

sectors lies in the technology which the Company is
exploring through necessary tie-ups and collaboration.

Trademark Assignment Agreement

During the year, the Company has entered into a
Trademark Assignment Agreement (Agreement) with
Wendt GmbH, one of its Promoters, for acquiring the
absolute ownership of the “Wendt” brand and trademarks
with over 60 registrations in 40 countries, owned by Wendt
GmbH and/or its affiliates worldwide. The approval of the
shareholders was obtained through postal ballot on
26^th February 2025 and the transfer of the trademark
consummated on 28^th March 2025.

As on the date of this report, the Company, is the absolute
owner of the trademark ‘Wendt', a well-known mark in the
international Machine building and Abrasives market.

Amendment to Shareholders’ agreement

The Board at its meeting held on 21^stJanuary 2025 had
taken note of the amendment to the Shareholders'
agreement entered into between the Promoters of the
Company, Carborundum Universal Limited and Wendt
GmbH amending certain terms of the Shareholders
agreement for enabling Wendt GmbH to sell its
shareholding in the Company as a part of this strategic
review of exiting its investments in the Company.
ra

SUBSIDIARY COMPANY
Wendt Grinding Technologies Limited,
Thailand

The Company's wholly owned subsidiary, Wendt Grinding
Technologies Limited, Thailand, (‘the Subsidiary')
achieved sales of Thai Baht 887 lakhs (about Rs. 2154
lakhs) which is 3% lower than last year. This is due to
unprecedented challenges and industry slowdown on

account of EV impetus, geopolitical uncertainties, rising
costs etc. The Subsidiary continues to demonstrate its
strong resolve and business acumen challenging the
unfavorable conditions and churning out results on a
consistent basis.

The Profit Before Tax was Thai Baht 71 lakhs (about
Rs. 172 lakhs), 18% lower than previous year and the Profit
After Tax was Thai Baht 57 lakhs about (about Rs. 137
lakhs), 19% lower than previous year.

During the year, the Subsidiary resorted to working closer
with the parent company in India with focus on cost and
receivables control, establishing new product trials,
increasing product and customer basket and strengthening
the export business. These initiatives is expected to help in
de-risking the business by compensating for the decline in
existing products. Focus on providing value added
services, enhancing product basket, new customer
additions and entering new geographies is expected to
yield desired results.

The Subsidiary will continue to focus on core business &
value-added services and increased customer/product
base along with measures to ensure OPEX, safety and
cash flow to achieve sustainable & profitable growth.

The Consolidated Financial Statements of the Company
for the financial year 2024-25 are prepared in compliance
with the applicable provisions of the Companies Act, 2013,
Accounting Standards as prescribed by Regulation 33 of
the Listing Regulations. The Consolidated Financial
Statements have been prepared based on the audited
financial statements of the Company and its subsidiary, as
approved by their respective Board of Directors.

Pursuant to provisions of Section 136 of the Companies
Act, 2013, the Financial Statements of the Company, the
Consolidated Financial Statements along with the relevant
documents and the Auditors' Report thereon form part of
this Annual Report. A statement of summarised financials
of the Company's wholly owned subsidiary in form AOC-1
forms part of the Annual Report. The audited annual
accounts and related information of the Subsidiary is
available on ourwebsitewww.wendtindia.com.

DIVIDEND

Considering the past dividend pay-out ratio and the current
year's operating profit, the Board has recommended a final
dividend of Rs. 20/- per equity share of Rs.10/- each for the
year ended 31^st March 2025. Besides, an interim dividend

at the rate of Rs. 30/- per equity share of Rs.10/- each was
declared in January 2025 and paid in February 2025. This
aggregates to a total dividend of Rs. 50/- per equity share of
face value of Rs.10/- each.

The Company has adopted the Dividend Distribution Policy
as approved by the Board in line with the Listing
Regulations and the same is available on the Company's
website https://wendtindia.com/wp-
content/themes/wendtindia/pdf/dividend-distribution-
policy.pdf

The objective of this policy is to establish the parameters to
be considered by the Board of Directors of your Company
before declaring or recommending dividend.

The interim dividend paid and the proposed final dividend
for the year ended 31^st March 2025 are in line with this
policy.

@ TRANSFERTO RESERVES

The Company transferred Rs.383 lakhs to the General
Reserve. An amount of Rs.1412 lakhs is retained in the
Statement of Profit & Loss.

|_r„^ CORPORATE SOCIAL RESPONSIBILITY

(CSR)

The Company believes that social responsibility is not just
a corporate obligation that has to be carried out, but an
opportunity to make a difference. All our CSR programs are
aimed at inclusive growth and sustainable development of
the community.

Grounded in ethical business practices, the Company's
CSR efforts are designed to foster economic development
while directly benefiting local communities and society at
large. As a proud member of the Murugappa Group, the
Company continues to uphold the Group's long-standing

tradition of philanthropy by allocating a portion of its profits
for social causes. The Group's core CSR philosophy
emphasises education and healthcare, delivered through
service-oriented institutions.

Education Initiatives

During the financial year 2024-25, the Company
implemented a range of impactful, education-focused
initiatives aimed at improving infrastructure and learning
outcomes in government schools around the Hosur region.

Key projects were:

• Construction of classrooms at Government Panchayat
Union Primary (PUP) Schools in Peddaelasagiri and
Begepalli, Hosur.

• Installation of RO drinking water systems at PUP
Schools in Peddaelasagiri, Zuzuvadi and Sri Sathya
Sai Bala Gurukulam Matriculation School, Hosur.

• Provision of computer and projector system to the
Sri Sathya Sai Bala Gurukulam Matriculation School,
Hosur to support digital learning.

• Installation of Smart Boards at PUP Schools in
Bedarapalli and Matham Agraharam, higher secondary
Urdu School in Hosur, and the Sri Sathya Sai Bala
Gurukulam Matriculation School, Hosur.

• Supply of desks and benches for students at PUP
Schools in Zuzuvadi, Bedarapalli, Arasanatti, and
Matham Agraharam in Hosur.

• Provision of tables and chairs for teachers at PUP
Schools in Bedarapalli and Arasanatti in Hosur to
enhance classroom environments.

• Construction of a Prayer Stage at the PUP School in
Chinnaeleasagiri in Hosur to facilitate school
gatherings and cultural activities.

• Provision of photocopy machines to the PUP Schools in
Bedarapalli and Urdu higher secondary School in
Hosur to support administrative and academic needs.

The Company remains steadfast in its commitment to
revitalizing government schools, many of which continue to
operate with inadequate infrastructure and limited
resources.

Healthcare Initiatives

As part of its healthcare efforts, the Company contributed
a Pasteurizer with Chiller and Breast Pump to the
Government Hospital in Hosur. It is intended to strengthen
the infrastructure of government healthcare facilities
serving underprivileged and rural population.

Environmental and Social Engagement

In support of environmental sustainability, the Company
regularly distributes and plants tree saplings within
surrounding communities. Additionally, employees are
encouraged to actively participate in social outreach
programs such as:

• Blood donation camps

• Road safety awareness campaigns

• Volunteering as traffic wardens in coordination with the
Hosur Traffic Police

Governance and Compliance

In accordance with the Companies Act, 2013, the
Company formulated and executed an annual CSR Action
Plan, duly approved by the Board of Directors. During the
financial year 2024-25, the Company spent Rs. 94.27
lakhs on CSR activities. As of the end of the year, no CSR
amount remains unspent.

In accordance with requirements of the Companies Act,
2013, the Company has a CSR policy incorporating the
requirements therein which is also available on Company's
website at the following link https://wendtindia.com/wp-
content/themes/wendtindia/pdf/csrpolicy.pdf.

The Annual Report on CSR activities in the prescribed
format is annexed herewith as Annexure C.

TRANSFER TO THE INVESTOR EDUCATION
& PROTECTION FUND (IEPF)

In terms of Section 124 (5) of the Companies Act, 2013, an
amount of Rs. 4,18,175 being unclaimed dividend during
the year, pertaining to the Final dividend for the FY 2016-17
(Rs. 3,19,935) and the Interim Dividend of FY 2017-18
(Rs. 98,240) was transferred to IEPF after sending due
reminders to the shareholders.

FIXED DEPOSITS

The Company has not accepted deposits from the public
falling within the ambit of Section 73 of the Companies Act,
2013 and the rules framed thereunder, and no amount of
principal or interest was outstanding as on the balance
sheet date.

LOANS AND INVESTMENTS

Particulars of Loans, Guarantees and Investments
covered under section 186 of the Companies Act, 2013 are
given below. There were no loans or guarantees covered
under section 186 granted during the year.

% QUALITY

Quality being the uncompromised differentiator, the
Company aims to ensure that product quality is built by
deploying and embracing effective quality control
management, process robustness, quality assurance and
discipline at every stage of material flow.

The following are some of the major work done on Quality
during the year:

Customer Satisfaction: Reduced complaint closure time
by introducing a structured Root Cause Analysis (RCA)
and Corrective Action system.

Quality Assurance Involvement in New Product
Introduction (NPI): Early involvement of Quality
assurance team in NPI processes led to smoother product

Internal Quality Improvements: Strengthened the
internal process audit system with an emphasis on process
adherence and continual improvement.

Supplier Quality Management: Collaborated with
suppliers on defect reduction, achieving a First time right
(FTR) rate of 99.91% and significant improvement in
incoming quality levels.

Certifications and Audits:

During the FY 2024-25, the Quality team successfully
maintained all applicable quality management system
certifications, reinforcing the organisation's commitment to
global standards and customer expectations.

The Company has certifications of ISO 9001: 2015, ISO
14001: 2015, ISO 45001: 2018, EN9100: 2018, IATF
16949: 2016 and EN 13236: 2019 reinforcing its
commitment to ensure that Quality Management
Standards are met.

The Company has successfully re-certified for ISO 9001:
2015, ISO 14001: 2015, ISO 45001: 2018, EN9100: 2018
and IATF 16949: 2016 Standards during the year and re¬
certified for EN13236:2019.

ft ,1 SAFETY, H EALTH AN D
ENVIRONMENT (SHE)

Safety continues to be the key area of focus for the
Company. Behavior based training both in person as well
as virtually were conducted to promote a culture of safe
working. The Company recognises the need and is
committed to providing Safe, Healthy and Socially
Accountable Work Culture in the Organisation.

All personnel on a periodical basis receive effective health
and safety training, including on-site training, job specific
training etc. During the year, the Company has provided
trainings for creating awareness about the significance of

The Annual medical check-up facility continues to assess
the health status and risk of the employees. Employees
benefitted from awareness sessions organised on the
theme- FHH (Fitness, Health and Happiness) and were
encouraged to take initiatives to improve their health and
fitness.

During the year, several key initiatives were continued,
including the conduct of quarterly mock drills for fire safety,
provision of specialised medical attention for employees
engaged in sensitive and high-risk processes, and strict
enforcement of the use of Personal Protective Equipment
(PPE). The Company also adhered to zero-discharge
norms in its Effluent Treatment Plant (ETP) and Sewage
Treatment Plant (STP), and maintained robust systems for
the safe handling and disposal of hazardous waste.

H RECOGNITIONS AN D AWARDS

The Company encourages its employees to participate in
customer audits, group competitions, various national and
international events & competitions. During the year, the
Company received many awards and accolades from well
recognised organisations, establishments and certifying
bodies for various distinctive achievements. Needless to
mention that these recognitions and accolades enhance
the passion and optimism among the employees and act as
key motivator for the Company as a whole. Some of the key
recognitions received during the year are as follows:

• OEM Recognition Award

The Company received Original Equipment
Manufacturer (OEM) Recognition Award.

• CFO 100 -Roll of Honor 2025

The Company's Chief Financial Officer (CFO), Mukesh
Kumar Hamirwasia was conferred with the CFO 100
Roll of Honor 2025 from CFO Collective (IMA India).

• QCFI-NCQC 2024 Competition

Won 2 Excellence Awards in NCQC Competition held
during Dec 2024.

• QCFI-CCQC 2024 Competition

8 teams participated in CCQC Competition during Oct
2024, 7 teams won Gold Award and 1 team won Silver
Award.

• CUFEST 2024 Awards

Employees participated in Group-level Quality
competition 'CUFEST 2024' (Quality festival of CUMI),
and won awards for Suggestion, Engineering
Excellence, SGA, and 5s categories.

Disruptive technologies like Electric Automobiles, the
recent emerging trend in the Automotive industry, although
a threat to the IC engine, also provides opportunities to
explore this segment and find opportunity in this industry.

Nano Cubic Boron Nitride Abrasives are likely to augment
applicability of Super Abrasives in many medical and
electronic industry applications. The Company is exploring
to venture into EV, medical and electronics segments by
collaboration and technology tie-ups with global partners to
grow further.

The industries in the Auto, Aerospace, and Electronics
manufacturing space demand high-performance
applications. Improvements in the design of diamond
wheels used to finish ceramics can be key to cost- effective
manufacturing. Metal-bond specially design wheels for
longer wheel life can lead to shorter process cycle times
while also ensuring longer life, thereby reducing the overall
grinding cost. The Company achieving the Aerospace
certification is a step in looking at growing this segment in
future.

The Company would continue to leverage upon its vast
experience and technical expertise, deep understanding of
customer requirements, comprehensive product range,
superior technology and the resultant competitive edge
emerging out of its complementary business verticals
namely Super Abrasives, Machine Tools and Precision
Components.

Further, the Government's focus on Projects like 'Make in
India' and 'Make for World' are expected to give a boost to
the Company's products being import substitute, thus
helping in conservation of precious foreign exchange
during these difficult times.

A THREATS

Industry leaders across the globe, with high brand value
afford significant Research operations. Investment in
Research &Development activities by these major players
to innovate in the existing products and develop new
technologies to sustain competition in the market is very
high. On the other hand, there are many unorganised,
regional proprietary run entities that are smaller in size with
limited offerings, which address customers' requirements
in a specific region only.

In order to counter both the extremes, the Company strives
to evolve a unique approach to improve its market
presence, market share and address both the segments.
To address the price competitive market, the Company has
launched fast-moving and Standard Super Abrasives and
other tooling products and has been aggressively

conducting promotional activities at the vicinity of high
potential customers. For addressing the high performance,
quality conscious segment, the Company is working with
foreign Research Institutes and is on lookout for product
specific, niche manufacturers for acquiring state-of-the-art
technology.

ENTERPRISE VALUE ADDITION (EVA)

The Company has been able to continuously add value, the summary of which is given below:

• Gross Value Added is Revenue less Expenditure (excluding depreciation, expenditure on employees & directors'
service).

• Payment to Government is current tax dividend distribution tax, if any.

• Replacement and expansion is Retained earnings Depreciation Deferred tax.

• The Company has been constantly investing towards replacement and expansion expenditure to ensure fulfilment of
market demand.

The Company has constituted a Risk Management
Committee (RMC) aligned with the requirements of the
Companies Act, 2013 and the Listing Regulations. The
details of the Committee and its terms of reference are set
out in the Corporate Governance Report forming part of
this Report.

The Company has a robust business risk management
process to identify, evaluate and mitigate risks impacting
the business including those which may threaten the
existence of the Company. This framework seeks to create
transparency, minimise adverse impact on the business
objectives and enhance the Company's competitive
advantage. This also defines risk management approach
across the organisation across various levels including
documentation and reporting. The framework has different
risk models which help in identifying risk trends, exposure
and potential impact analysis at a company level and also
for the business segments.

In an ever-changing economic landscape marked by
dynamic customer demand, the Company proactively

monitor risks to evaluate their potential short term and long
term impact and strategically plan for effective mitigation.

The Company determines the categories of risk from
strategic, operational, environmental, legal, social, cyber
risks, extended to enterprise and financial risks which the
organisation may be exposed to and could impact its ability
to conduct its business operations without disruption, to
provide customer satisfaction and achieve sustainable
success.

The Risk Management also forms an integral part of the
Company's Business Plan.

The Company has also developed a structured Risk
Management Policy encompassing the risk management
objectives, principles, processes, responsibility for
implementation, maintenance of risk registers, review of
risk movements, risk reporting framework etc.The Risk
Management Committee continued to review the risks and
mitigation plan as per the adopted Charter and Risk
Management Policy.

After the risk is identified, risk prioritisation is undertaken
which involves assigning a score based on the impact
(potential outcome) & likelihood (probability of
occurrence).The risks are also assessed for velocity (how
fast a risk can impact an organisation) to assess the need
for crisis plan.The risk response of the Company is of the
following types:

• Avoidance i.e., not to start or continue with an activity
which gives rise to a risk.

• Sharing the risk i.e., sharing with another party, the
burden of loss or the benefit of gain, from a risk.

• Mitigating risk, an action that reduces the impact or
likelihood of a risk.

• Retention, where no worthwhile controls actions are
feasible, and the risk is within the Company's tolerance
level.

INDIAN ACCOUNTING STANDARDS (IND
AS) - IFRS CONVERGED STANDARDS

The Company had adopted IndAS with effect from 1^st April
2016 pursuant to the Companies (Indian Accounting
Standard) Rules,2015 notified by the Ministry of Corporate
Affairs on 16^th February 2015.

INTERNAL CONTROL SYSTEM &
ADEQUACY

The Company has an Internal Control system
commensurate with the size, scale, and complexity of its
operations. The controls have been designed and
categorised based on the nature, type and the risk rating so
as to effectively ensure the reliability of operations with
adequate checks and balances.

The Company's internal control system covers the
following aspects:

• Safeguarding the assets of the Company;

• Financial proprietary of business transactions;

• Compliance with prevalent statutes regulations,
policies and procedures;

• Control over capital and revenue expenditure with
reference to approved budgets;

• Investment decisions are subject to detailed
evaluation and formal approval according to the
authority schedule in place.

The Internal Audit function is handled by an external firm
which evaluates the effectiveness and adequacy of internal
controls, compliance with operating systems, policies and
procedures of the Company and recommends
improvements. The scope of the Internal Audit is annually
determined by the Audit Committee considering inputs
from the Statutory Auditors and the Management Team.
Significant audit observations and the corrective/
preventive actions taken by the process owners is
presented to the Audit Committee. A Periodic review of the
adherence to the agreed action plan is carried out.

Capital and revenue expenditures are monitored and
controlled with reference to approved budgets. Investment
decisions are subject to detailed evaluation and formal
approval according to schedule of authority in place. A
periodical review of capital expenditure with reference to
benefits forecasted is done. Physical verification of assets
is also periodically undertaken.

The Audit Committee reviews the overall functioning of
Internal Audit on a periodical basis. Periodical reviews of
audit plans, observations, and recommendations of the
internal and external auditors, with reference to the
significant risk areas and adequacy of internal controls are
undertaken by the Committee and keeps the Board of
Directors informed of its observations, if any, from time to
time.

During the year, there were no changes in internal control
over financial reporting that have materially affected or are
likely to have any financial reporting lapse.

The Board based on the recommendation of the Audit
Committee had re-appointed M/s. Profaids Consulting as
Internal Auditors of the Company.

m, INTERNAL FINANCIAL CONTROLS (IFC)

Internal Control is a process, effected by an entity's Board
of Directors, Management and other personnel, designed
to provide reasonable assurance regarding the
achievement of objectives relating to operations, reporting
and compliance as defined by the Committee of
Sponsoring Organizations (COSO) of the Treadway
Commission (appointed by SEC, USA).

As per Section 134(5)(e) of the Companies Act, 2013, the
term Internal Financial Control (IFC) means the policies
and the procedures adopted by the Company for ensuring:

a) orderly and efficient conduct of its business, including
adherence to accounting policies;

b) safeguarding of its assets;

c) prevention and detection of frauds and errors;

d) accuracy and completeness of accounting records and

e) timely preparation of reliable financial information.

The key components of IFC followed by the Company are:

1. Entity Level Controls (ELC) that the management
relies on to establish appropriate Code of Conduct,
Enforcement and Delegation of Authority, Hiring and
Retention practices, Whistle Blower mechanism and
other policies and procedures.

2. Process Level Controls (PLC) to ensure processes are
stable, predictable and consistently operating at the
targeted level of performance with only a normal
variation are classified into Manual or Automated or IT
dependent Controls. They are also classified as
Preventive or Detective.

3. General IT Controls to ensure appropriate functioning
of IT applications and systems built by Company to
enable accurate and timely processing of financial
data are-User Access rights Management and Logical
access; Change Management controls; password
policies and practices; Patch management and
License management; backup and recovery of data.

The adequacy of IFC is ensured by:

• Documentation of risks and controls associated with
major processes;

• Validation classification of existing Controls to mitigate
risks;

• Identification of improvements and upgrades to the
control;

• Improving the effectiveness of controls through data
analytics;

• Performing testing of controls by Independent Internal
Audit firm;

• Implementation of sustainable solutions to Audit
observations;

The IFC Audits conducted annually by an independent firm
of Chartered Accountants by testing of controls to ensure
that all controls are operational, effective, adequate and
identifying improvements to controls wherever necessary
which is reviewed by the Audit Committee.

& FINANCIAL REVIEW

Liquidity and Cash Equivalents

The Company follows efficient working capital
management. This requires being prudent in capital
expenditure. Also, making its cash conversion cycle more
efficient through faster collections from debtors, faster
conversion from raw materials to finished goods through
Quick Response Manufacturing (QRM) resulting in healthy
cash generation. Thereby, the Company is able to maintain
its debt-free status.

The Company's robust Cash Management Policy
comprises of:

a. Usage of cash to provide sufficient working capital to
address business objectives of the Company and to
add value to all stakeholders by continued
enhancement.

b. Conserving sufficient cash as reserves that will aid the
Company in venturing into meaningful business
opportunities that unfold in future.

c. Prudently invest surplus funds that the business
generates in liquid investments including AAA or AA
rated debt schemes of mutual funds as per the Board
approved policy.This ensures the availability, safety
and liquidity of the Company's funds while ensuring
reasonable yield as per the prevailing market rates.
The surplus funds are generated through stringent
control of working capital.

As on 31^st March 2025, the Company's investment in debt
mutual funds was Rs.4578 lakhs in securities holding
papers with high credit rating.

Costs

The Company continues the cost optimisation initiatives
which started as a dedicated programme during the
pandemic. This leads to continued focus on controllable
costs in terms of reduction of losses and rejections, better
negotiations with suppliers and vendors, price increase
with customers and better price realisation from sale of
scrap etc. The Company managed its cost by negotiating
annual price with critical suppliers and buying in bulk based
on annual demand projection. To combat supply chain
disruption, the Company continues developing alternate
suppliers as a part of its de-risking strategy. Also, the
Company continues looking at the indigenisation of some
of the supplies.

Initiatives like Vendor Managed Inventory (VMI) has
ensured continuity of supplies of critical items including
rationalisation of costs. Focus on Cost Optimisation has
yielded savings in all the business segments. The variable
and fixed cost reduction initiatives undertaken in the
previous year has resulted in good improvement in the
bottom line.

(H, FINANCIAL POSITION
Share Capital

The paid-up equity share capital as on 31^st March 2025 was
Rs. 200 lakhs. During the year under review, the Company
has not issued shares with differential voting rights nor
granted stock options nor sweat equity.

Shareholders' Funds

The shareholders' fund as on 31^st March 2025 was
Rs.21975 lakhs against Rs.19201 lakhs of previous year.
Accordingly, the book value of the share stands at
Rs. 1099/- as compared to Rs.960/- during the previous
year.

Loan Funds

The Company continues its debt free status as it does not
have any long-term borrowing. It continues to utilise its
cash credit limit with the banks to bridge the short-term fund
requirement and for meeting the temporary mismatches in
its cash flow.

Credit Rating

Your Company's credit rating as on 31^st March 2025 is as
follows:

Rating Agency Long-term Short-term

Debt facilities Debt facilities

ICRA Limited AA (-) Stable, A1( )

Positive Outlook

The working capital limits of the Company continued to be
rated by ICRA as AA- (pronounced ICRA double A minus)
rating assigned to the Rs. 2 Crore Long-term Fund facilities
of the Company which signifies low credit risk and stable.
The short-term rating assigned to Rs. 19 crore Non-Fund
Based working capital limit also continued to be reaffirmed
as A1 (pronounced ICRA A one plus).

There are no material changes and commitments affecting
the financial position of the Company which occurred
between 31^st March 2025 and the date of this Report.

^ ASSETS

CAPITAL EXPENDITURE

The Company follows the policy of being prudent in its
capex spend. During the current year, the capital
expenditure was Rs. 5829 lakhs (Previous year: Rs.1115
Lakhs). The major capex spent was on addition of new
plant & machinery towards capability building in fast
growing products and new products capacity
enhancements, which are critical for the future growth of
the Company. Further, the Company acquired the ‘Wendt'
brand at a consideration of Rs. 3508 lakhs.The acquisition
of this brand will help Company leverage the global market.
As in the past, the Company follows the policy of funding all
the capex through internal accruals. The Company reviews
all its capex investments performance periodically against
the projected rate of interest and payback period.

INVENTORIES AND SUNDRY DEBTORS

The Company follows rigorous Working Capital
Management, based on a robust process of continuous
mon itori ng and control of receivables, inventories and
other parameters. The overall inventory level as on
31^st March 2025 is Rs. 3440 lakhs which is at same levels
as against previous year (Rs. 3385 lakhs as on 31^st March
2024).

Receivables (Gross) as on 31^st March 2025, were at
Rs. 6694 lakhs against Rs.5220 lakhs during the previous
year. The higher receivables are due to record highest
sales executed during March 2025. The Company closely
monitors the Days Sales Outstanding (DSO) through an
aggressive receivable management system including
close follow-ups and credit lock through the SAP system,
DSO is at 101 days as on 31^st March 2025 (79 days as on
31^st March 2024), primarily on account of higher sales
during March 2025. This ensures that receivables are kept
under control and payments received on time.

FOREIGN EXCHANGE HEDGING

The Company, being a net exporter, continues to practice
natural hedging of foreign exchange earnings and outflow
and does not take forward covers. The net forex gain during
the year was Rs.94 lakhs (Previous Year: Rs.93 lakhs).

oQo

Human Resource

At Wendt, an engineering and knowledge-driven
organisation, employees are regarded as the Company's
most valuable assets. The Company is proud of its strong
and diverse workforce, where every individual is seen as a
"Partner in Progress." The Company's human capital -
encompassing the education, experience, potential, and
capabilities of our people - is a key intangible asset that
drives business growth and innovation.

The Company actively promotes diversity and encourages
employee involvement in continuous improvement
initiatives such as Cross Functional Teams (CFTs),
Kaizens, Small Group Activities (SGAs) and the
Suggestions Scheme, fostering a culture of ownership and
collaboration at all levels.

Employee Safety and Wellbeing remain top priorities, with
direct oversight and commitment from the Board. Periodic
training and awareness programs are conducted to
proactively identify and eliminate unsafe working
conditions. The Company has also engaged a professional
counsellor to support employees' mental health and
wellbeing, supplemented by monthly wellness sessions led
by subject matter experts on various health-related topics.
The Company takes pride in reporting zero-accident record

throughout the financial year. This achievement reflects
continued commitment of the Company to the highest
standards of workplace safety, proactive risk management
and the collective efforts of all employees in fostering a
culture of safety and accountability.

Industrial harmony has been sustained through cordial
employee relations and a positive work environment. As of
31^st March 2025, the Company's permanent employee
strength stood at 391. Various employee committees such
as Health & Safety, Canteen, Events, Women's POSH and
Works Committee remain active in driving employee
engagement and addressing grievances in a timely and
effective manner.

The Company continues to uphold its commitment to a safe
and respectful workplace through a robust Policy on
Prevention of Sexual Harassment, in alignment with the
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been duly
constituted as per statutory requirements. No complaints
were received during the year under review.

Major HR Initiatives of 2024-25

Enabling Change Management & Leadership

Development

• Developed a long-term strategic recruitment plan to
address future workforce needs, including targeted
headhunting for niche roles.

• Conducted 9-Box assessments to identify high-
potential talent (L2 and L3) and initiated structured
leadership development programs.

• Strategically restructured Product Development and
R&D teams to enhance agility and innovation.

• Launched specialised training initiatives, including
international exposure in Germany for advanced
machine-building skills.

• Continued to advance its alignment with LTS 2030
vision by focusing on capability building and workforce
planning.

Hiring & Onboarding Excellence

• Regional consultants were engaged to support
location-specific hiring and improve recruitment
effectiveness.

• Hired and trained Graduate Engineering Trainees
(GETs) for sales and application roles to build a future-
ready talent pool.

• Enhanced the onboarding experience with revised
orientation, buddy and mentoring systems and pre-

boarding platforms.

• Established functional head review mechanisms to
provide timely feedback to new hires and ensure
alignment of their early contributions with
organisational goals.

Talent Retention and Engagement

• Conducted comprehensive market benchmarking
leading to pay adjustments to stay competitive and
retain top talent.

• Introduced employee feedback mechanisms and
executed engagement surveys with targeted action
plans.

• Increased senior leadership connect through regional
performance review visits.

• Designed custom compensation packages for niche
technical positions to address talent gaps.

Operational Excellence and Productivity
Enhancement

• Initiated labour demand forecasting and staffing mix
optimisation (permanent, trainee and contract).

• Executed targeted upskilling programs to remove
productivity bottlenecks in key departments.

• Integrated Lean principles and multi-skilling strategies
to improve workforce flexibility and output.

Digitalisation and Analytics

• Digitised Human Resource (HR) processes including
recruitment, onboarding, attendance, reimbursement,
Employee Self Service (ESS), and performance
management.

• Rolled out HR Analytics Dashboards for real-time
insights on key HR metrics, productivity and attrition.

• Promoted AI-based tools to improve recruitment
quality and reduce process cycle time.

Industrial Relations and CSR

• Sustained harmonious industrial relations through
regular shop floor engagement and proactive
grievance handling.

• Formed employee committees to co-create solutions
and enhance workforce participation.

• Rolled out wellness programs including monthly
awareness sessions and access to professional
counseling.

• Supported CSR initiatives across seven (7) schools
through infrastructure improvement programs and one
(1) Government hospital.

RELATED PARTY TRANSACTIONS

The Company, as per the requirements of the Companies
Act, 2013 and Regulation 23 of the Listing Regulations has
a Policy for dealing with Related Parties. Further, in line
with the amendments made in Listing Regulations
pertaining to related party transactions which are effective
on prospective basis i.e. 13^th December 2024 onwards, the
policy on dealing with related party transactions was
amended to adapt to the changes.

In line with its stated policy, all Related Party transactions
both under the Companies Act, 2013 as well as the Listing
Regulations are placed before the Audit Committee for its
review and approval. Prior approval of the Committee is
obtained on a quarterly basis for the transactions that are
foreseen and repetitive in nature. Omnibus approval in
respect of transactions which are not routine, or which
cannot be foreseen or envisaged are also obtained as
permitted under the applicable laws and the thresholds are
periodically reviewed. The list of Related parties is
reviewed and periodically updated as per the prevailing
regulatory conditions. Further, as per amended provisions
of Listing Regulations, the Independent members of the
Audit Committee are now allowed to ratify Related Party
transactions which are not material upto a value of ratified
transaction of Rs. 1 crore.

The details of transactions proposed to be entered with
Related Parties are placed before the Audit Committee for
approval on an annual basis before the commencement of
the financial year. Thereafter, a statement containing the
nature and value of the transactions entered by the
Company with Related Parties is presented for quarterly
review by the Committee. Further, revised estimates or
changes, if any to the proposed transactions for the
remaining period are also placed for approval of the
Committee on a quarterly basis. Besides, the Related Party
transactions entered during the year are also reviewed by
the Board on an annual basis. During the Audit Committee
meeting held on 14^th March 2025, the transactions of the
subsidiary company with their Related Parties as well as
those envisaged with the Related parties of the Company
were placed before the Audit Committee of the Company
along with the minimum information in the format as
introduced by SEBI vide circular dated 14^thFebruary 2025
read along with the Industry standards note.

During the Audit Committee meeting held on 14^th March
2025, the estimated transactions of the subsidiary
company with their Related Parties as well as those
envisaged with the Related parties of the Company were

placed before the Audit Committee of the Company. The
approval of estimates and revisions to this list of
transactions is planned in the same manner as done for the
parent company (detailed above).

All transactions with Related Parties under the Companies
Act, 2013 entered during the financial year were in the
ordinary course of business and on an arm's length basis
and hence no particulars are required to be entered in the
Form AOC-2. Further, all transactions entered into with
Related Parties during the year even at arms' length basis
and in the ordinary course and hence no disclosure was
required to be made in Form AOC-2. Accordingly, there are
no contracts or arrangements entered with Related Parties
during the year to be disclosed under Sections 188(1) and
134(h) of the Companies Act, 2013 in Form AOC- 2. The
Form AOC-2 in the prescribed format is annexed to this
report as Annexure B.

During the financial year 2024-25, as required under
Regulation 23 of the Listing Regulations, the of the
Members was obtained on 26^th February 2025 for the
material related party transactions entered/ to be entered
with Wendt GmbH during the FY 2024-25 and FY 2025-26
pertaining to purchase & sale of goods and materials,
commission income, consideration for trademark
assignment and payment of technology license fee.

There are no materially significant Related Party
transactions made by the Company with its Promoters,
Directors, Key Managerial Personnel, or their relatives may
have a potential conflict with the interest of the Company at
large.

The Policy on Related Party Transactions as approved by
the Board is uploaded on the Company's website
https://wendtindia.com/wp-content/uploads/2025/04/
Policv-on-Related-Partv-Transactions.pdf None of the
Directors and KMPs had any pecuniary relationship or
transaction with the Company other than those relating to
remuneration in their capacity as Directors/Executives and
corporate action entitlements in their capacity as
shareholders of the Company.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The Company's ethical and responsible behaviour
complements its corporate culture. Being a public listed
company, the Company recognises that its accountability
is not limited only to its shareholders from a financial

perspective but also to the larger society in which it
operates. In November 2018, the Ministry of Corporate
Affairs (MCA) constituted a Committee on Business
Responsibility Reporting (‘the Committee') to finalise
business responsibility reporting formats for listed and
unlisted companies, based on the framework of the
National Guidelines on Responsible Business Conduct
(‘NGRBC'). Through its report, the Committee
recommended that Business Responsibility Reporting
(‘BRR') be upgraded to Business Responsibility and
Sustainability Reporting (BRSR) where disclosures are
based on ESG parameters, compelling organisations to
holistically engage with stakeholders and go beyond
regulatory compliances in terms of business measures and
their reporting. SEBI, vide its circular dated May 10, 2021,
made BRSR mandatory for the top 1,000 listed companies
(by market capitalisation) from fiscal 2023.

A copy of the Policy is available at https://wendtindia.com
/wp-content/uploads/2025/02/Busines-Responsibility-
Policy.pdf

The Business Responsibility and sustainability Report for
the year ended 31^st March 2025 in terms of amended
Regulation 34 of the Listing Regulations is annexed to this
Report as Annexure E.

GOVERNANCE

BOARD OF DIRECTORS

As on 31^st March 2025, the Board of the Company
comprised six (6) Directors of which half (three) are
independent.

During the FY 2024-25, Mr. C Srikanth stepped down as an
Executive Director and Chief Executive Director effective
close of business hours on 5^th May 2024 and Mr. Ninad
Gadgil was appointed as an Executive Director & Chief
Executive Officer effective 6^th May 2024 and the
appointment was approved by the shareholders at the
42^nd Annual General Meeting held on 22^nd July 2024.
Mr. L Ramkumar was appointed as a Non-Executive
Independent Director at the 42^nd Annual General Meeting
with effect from 24^thJuly 2024 for a term of three (3)
consecutive years. Mr. Shrinivas Govindrao Shirgurkar

retired as a Non-Executive Independent Chairman
effective close of business hours of 23^rd July 2024 on
completion of his term and Mr. Bhagya Chandra Rao was
appointed as a Chairperson of the Board effective 24^th July
2024.

The Board places on record its appreciation for the
services rendered by Mr. Shrinivas Govindrao Shirgurkar
and Mr. C Srikanth during their tenure of office as Directors
of the Company including as members of its various
Committees. The Board welcomed Mr. Ramkumar and
wished him well in his role as an Independent Director.

Consequent to the changes in the Board composition, the
constitution of Committees of the Board was reviewed and
revised more fully detailed in the Corporate Governance
section of the Report.

Mr. Sridharan Rangarajan retires by rotation at the
forthcoming Annual General Meeting and being eligible,
offers himself for re-appointment. A proposal for his re¬
appointment is included in the Notice convening the
43^rd Annual General Meeting for consideration and
approval by the shareholders.

The Company has received declarations from all its
Independent Directors confirming that they meet the
criteria of independence prescribed both under the
Companies Act, 2013 and the Listing Regulations. In the
opinion of the Board, all the Directors appointed during the
year are persons with integrity, expertise and possess
relevant experience in their respective fields.

All the Independent Directors of the Company have
registered their names in the Independent Directors Data
bank and had completed test/exempted as required under
the Companies Act, 2013 and the Rules referred therein.

KEY MANAGERIAL PERSONNEL (KMP)

Mr . Ninad Gadgil, Executive Director & Chief Executive
Officer, Mr. Mukesh Kumar Hamirwasia, Chief Financial
Officer and Mr. P Arjun Raj, Company Secretary are the
Key Managerial Personnel of the Company as per Section
203 of the Companies Act, 2013.

BOARD MEETINGS

A calendar of Board Meetings is prepared and circulated in
advance to the Directors.

During the year, nine (9) Board Meetings were convened
and held in accordance with the provisions of the Act. The
date(s) of the Board Meeting and attendance of the
directors are given in the Corporate Governance Report
forming an integral part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
the Listing Regulations, the Board carried out an annual
performance evaluation of its own performance, the
Directors individually as well as the evaluation of the
working of its various Committees as per the evaluation
framework adopted by the Board on the recommendation
of the Nomination and Remuneration Committee.
Structured assessment forms were used in the overall
Board evaluation comprising various aspects of the
Board's functioning in terms of structure, its meetings,
strategy, governance and other dynamics of its functioning
besides the financial reporting process, internal controls
and risk management. The evaluation of the Committees
was based on their terms of reference fixed by the Board
besides the dynamics of their functioning in terms of
meeting frequency, effectiveness of contribution etc.

Separate questionnaires were used to evaluate the
performance of individual Directors on parameters such as
their level of engagement and contribution, objective
judgement etc. The Executive Director's evaluation was
based on leadership qualities, strategic planning,
communication, engagement with the Board etc.

The Chairman was also evaluated based on the key
aspects of his role. The performance evaluation of the
Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman, the Board as
a whole and the Non-Independent Directors was carried
out by the Independent Directors at their separate meeting
held during the year.

POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS

Pursuant to Section 178(3) of the Companies Act, 2013,
the Nomination and Remuneration Committee of the Board
has formulated the criteria for Board nominations as well as
the policy on remuneration for Directors and employees of
the Company.

The criteria for Board nominations lays down the
qualification norms in terms of personal traits, experience,
background and standards for independence besides the
positive attributes required for a person to be inducted into
the Board of the Company. Criteria for induction into Senior
Management positions have also been laid down. During
the year, the code of conduct and the criteria for Senior
Management was reviewed and amended in line with the
SEBI (Listing Obligation and Disclosure Requirements)
(Third Amendment) Regulations, 2024 dated 12^th
December 2024.

The Remuneration policy provides the framework for
remunerating the members of the Board, Key Managerial
Personnel and other employees of the Company. This
Policy is guided by the principles and objectives
enumerated in Section 178(4) of the Companies Act, 2013
and reflects the remuneration philosophy and principles of
the Murugappa Group to ensure reasonableness and
sufficiency of remuneration to attract, retain and motivate
competent resources, a clear relationship of remuneration
to performance and a balance between rewarding short
and long-term performance of the Company. The policy
lays down broad guidelines for payment of remuneration to
Executive and Non-Executive Directors within the limits
approved by the shareholders. Further details are available
in the Corporate Governance Report.

During the year, the Board Nomination Criteria and
Remuneration Policy was reviewed and amended in line
with the SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024
dated 12^th December 2024.

The Board Nomination criteria and the Remuneration

policy are available on the website of the Company at
https://wendtindia.com/wp-content/uploads/2025/02/
criteria-for-board-nomination-2025.pdf and
https://wendtindia.com/wp-content/uploads/2025/04/
Remuneration-Policy.pdf

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises four
members out of which three (3) are independent.
Mr. L Ramkumar is the Chairman and other members are
Mrs. Hima Srinivas, Mr. Bhagya Chandra Rao and
Mr. Sridharan Rangarajan. During the year, six (6) Audit
Committee meetings were held, the details of which are
provided in the Corporate Governance Report.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read
with Companies (Cost Records and Audit) Rules, 2014 and
amendments thereof, the Company is required to maintain
cost accounting records in respect of products of the
Company covered under CETA category of Machinery &
Mechanical appliances. Further, the cost accounting
records maintained by the Company are required to be
audited.

The Board, on the recommendation of the Audit
Committee, re-appointed M/s. B Y & Associates (Firm No.
003498), Cost Accountants, Chennai to audit the cost
accounting records maintained by the Company under the
said Rules for FY 2024-25 at a remuneration of
Rs.1,00,000/-. Further, they have been re-appointed by the
Board to conduct the cost audit for the FY 2025-26 at an
enhanced remuneration of Rs. 1,10,000/- plus out of
pocket expenses incurred in connection with the audit.

The Companies Act, 2013, mandates that the
remuneration payable to the Cost Auditor is to be ratified by
the shareholders. Accordingly, a resolution seeking the
shareholders' ratification of the remuneration payable to
the Cost Auditor for the FY 2025-26 is included in the notice
convening the 43^rd Annual General Meeting.

STATUTORY AUDITORS AND AUDITORS'
REPORT

In line with the requirements of the Companies Act, 2013,
the Company, with the approval of the shareholders at the
Annual General Meeting held on 22^nd July 2022,
re-appointed M/s. Price Waterhouse Chartered
Accountants LLP (Reg. No. FRN 012754N/ N500016)

(PW) as the Statutory Auditors of the Company to hold
office from the conclusion of 40^th Annual General Meeting
until the conclusion of the 45^th Annual General Meeting
(AGM).

As required under Regulation 33 of the Listing Regulations,
the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

The Report given by M/s. Price Waterhouse Chartered
Accountants LLP on the Financial Statements of the
Company for the year ended 31^st March 2025 is provided in
the financial section of the Annual Report.

There are no qualifications, reservations, adverse remarks
or disclaimers given by the Auditors in their report. The
auditors have commented on the availability of the audit
trail at the application level for modification to which the
Company's response is as follows:

The Company is using SAP software for maintaining its
books of accounts. SAP software keeps a complete record
of all changes made to the system's data for front-end
transactions, thereby audit trail is ensured. The Company
has already activated the audit trail at SQL Data base level
where it has started to capture all the logs. There is no
direct access for server and SQL database, other than
super admin, where evidences are stored. The activated
audit trails capture the login details and change logs at
frequent intervals to ensure that changes are captured in
the database level. Further, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention. The Company has
initiated the migration to S/4 Hana where the audit trail
would be in-built with additional features.

During the year under review, the Auditors have not
reported any matter under Section 143(12) of the
Companies Act, 2013, and hence there are no details to be
disclosed under Section 134(3)(ca) of the Act.

There were no material changes or commitments affecting
the financial position after the end of the financial year and
date of this report.

SECRETARIAL AUDIT

M/s. Srinidhi Sridharan & Associates, Practicing Company
Secretaries, Chennai was appointed as the Secretarial
Auditor to undertake the Secretarial Audit of the Company
for the FY 2024-25. The report of the Secretarial Auditor for
year ended 31^st March 2025 is annexed to and forms part of

this Report as Annexure F. There are no qualifications,
reservations, adverse remarks or disclaimers given by the
Secretarial Auditor in the Report.

In line with the SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024
dated 12^th December 2024, the Company is required to
appoint a Secretarial Auditor with the approval of the
Shareholders for a term upto five (5) years. Pursuant to
Regulation 24A of the Listing Regulations, the Board of
Directors at their meeting held on 23^rd April 2025, based on
the recommendation of the Audit Committee, have
recommended the appointment of M/s. Sridharan &
Sridharan Associates (Firm registration number:
P2022TN093500)to hold office for a term of five (5)
consecutive years from FY 2025-26 to FY 2029-30 at a
remuneration of Rs. 1,00,000/- excluding out of pocket
expenses incurred by them in connection with the Audit
and applicable taxes.

In terms of Regulation 24A of the Listing Regulations, there
is no material unlisted subsidiary incorporated in India.
Material unlisted subsidiary for the purpose of this
Regulation is a subsidiary whose turnover/net worth
exceeds 20 per cent of the consolidated turnover/net worth
respectively of the Company and its subsidiaries in the
immediately preceding accounting year. Hence, the
requirement prescribed under Regulation 24A of the
Listing Regulations is not applicable to the Company, in so
far as material subsidiary is concerned.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial
Standard on Meetings of the Board of Directors (SS-1)and
Secretarial Standard on General Meetings (SS-2).

COMPLIANCE MANAGEMENT

The compliance management system tracks compliances
across the Company and has a comprehensive coverage
of the various applicable laws including auto updation
based on the regulatory changes from time to time.

CORPORATE GOVERNANCE

In terms of Regulation 34(3) read with Schedule V of the
Listing Regulations, a separate section on Corporate
Governance including the certificate from a Practicing
Company Secretary confirming compliance is annexed to
and forms an integral part of this Report.

CEO/CFO CERTIFICATE

Mr. Ninad Gadgil, Executive Director & Chief Executive
Officer and Mr. Mukesh Kumar Hamirwasia, Chief
Financial Officer have submitted a certificate to the Board
on the integrity of the financial statements and other
matters as required under Regulation 17(8) of the Listing
Regulations.

VIGIL MECHANISM UNDER WHISTLE
BLOWER POLICY

The Company has a well-established whistle blower policy
as part of vigil mechanism for Directors and employees to
report concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of
conduct or ethics policy. This mechanism also provides for
adequate safeguards against victimisation of
Director(s)/employee(s) who avail of the mechanism and
provides for direct access to the Chairman of the Audit
Committee in exceptional cases. The Whistle blower policy
is available on the Company's website at
https://wendtindia.com/wp-content/uploads/2024/08/
Whistle-Blower-Policy Wendt.pdf It is affirmed that during
the year, no employee was denied access to the Audit
Committee.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available at
https://wendtindia.com/wp-
content/uploads/2025/06/Annual-Return-Form-MGT-
7.pdf

D I R E C T O R S ' R E S P O N S I B I L I T Y
STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the
Companies Act, 2013, the Board, to the best of its
knowledge and belief and according to the information and
explanations obtained by it confirm that:

• in the preparation of the annual accounts for the
financial year ended 31^st March 2025, the applicable
accounting standards have been followed and there
have been no material departures from the same;

• they have selected appropriate 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 as at the end of the financial year and of the

profits of the Company for that period;

• proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, 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;

• proper internal financial controls have been laid down
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

• proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively;

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

The information on energy conservation, technology
absorption, expenditure incurred on Research &
Development and forex earnings/outgo as required under
Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed to and forms part of this Report as Annexure A.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

The information on employees and other details required
to be disclosed under Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to and forms part of
this Report as Annexure D.

OTHER CONFIRMATIONS

No application under the Insolvency and Bankruptcy
Code, 2016 (IBC) was made on the Company during the
year. Further, no proceeding under the IBC was initiated
or is pending as at 31^st March 2025. There was no instance
of one-time settlement with any Bank or Financial
Institution.

ACKNOWLEDGMENTS

The Board gratefully acknowledges the co-operation
received from various stakeholders of the Company viz.,
customers, suppliers, partners, banks, government and
other statutory authorities, auditors, business associates
and shareholders. The Directors extend their gratitude to
all the regulatory agencies like SEBI, Registrar of
Companies, Stock Exchanges and other Central and
State Government authorities/agencies, vendors and
sub-contracting partners for their support. The Board also
acknowledges the unstinted co-operation, commitment
and dedication made by all the employees of the
Company in the previous financial year.

The Directors also wish to place on record their gratitude
to the members of the Company for their unrelenting
support & confidence.

On behalf of the Board
For Wendt (India) Limited

^{New York} Bhagya Chandra Rao

April 23, 2025 Chairman