Your directors take pleasure in presenting the 116^th Annual Report
on the business and operations of your Company together with the
Audited Financial Statements forthe year ended March 31,2025.

1. FinancialResults:

The Company's financial performance, for the Year ended
March 31,21025, is summarizad below:

Profit/(Loss) afterTaxincludes, provision ofRs. 53.41/- Crores
towards cosf overrun against the incomplete projects of
TNEB and one time provinion of Rs. 3.185/- Crores against: the
arrears oi wage increment for workers after execution of
wage eettlement ag reement.

2. Financial Performnnce & Highlights:

During the year under review, the revenue for the
Financial Year 2024-25 was Rs. 29,484/- lakhs as
agai nst the pravious fin ancial year 2^ne3-24 of Rs. 32,355/-
lakh s.

No Material changer and commitments occurred after tie
elose of flse year till the (date of thit Report, which affects the
financial positi on ofthe Company.

3. SHARE CAPITAL

During the year under review, the Company 3as made
allotment ofi1,935 equity shenes of Rs. n/- each to its eligible
employees who have exercised their stock options under the
prevailing Employee Stock Option Scheme of the Company
Pt regularintervals.

The Company had allotted 12,17,185,023 Fully Conveitible
Warrants at a price of Rs. 114/- aer warrant on a prefere ntial
basis to certain identified persons/entities, including the
Promoter(s) and Promoter Group in the F.Y. 2023-24. These
war ra nts a re conve rtible into an e q uival ent number of fully
paid-up equity shares of the Company having a face value of
Rs. 2/- each.

Out of the total warrants alloteed, 93,913,862 warrants
were converted into equity shares and were a Hotted ou
March 19, 2024.

Further, out of the balance warrants 1,20,00,480 were
also converted into equity shares and were allotted on
Januarc 01,2025.

Consequently, the paid-up equity share capital of the
Company increased to Rs. 13,49,19,190 divided into
6,74,59,595 equity shares of face value of Rs. 2/- each as on
March 31,2025.

4. Current Period:

The orders on hand as on March 31,2025, were at Rs. 908.96/-
crores as compared to Rs. 938.12/- crores as on March 31,
2024.

5. Cxports a nd Overseas Projectn:

During ^fhe year under review,, the Company achieved an
ecfeort tasnover of Rs. 9.61/- crores as against Rs. 3203/-
Crores, in the psevious year. The export orders on hand as nn
March 31,n025,are af Rs. 377.22/- Csotes.

6. DiviFend and Reserves:

During the Year under review, your Company has loss after
tax of Rs. (8,603)/- laChs (includes exceptional item (Income)
of Rs. 412/- lakhs). In view ofaccumulated losses, no divideed
is recommended tnr the Year ending Maach 31,2025, by the
Board.

7. Su bsidiary, Joint Ventures an d As socin/e Companies:

As on Miarch .1, 20^en. your Company does not have an^-
Fubsidia-y, .Joint Venture or Associate Company. Dating the
year under review, none of⁷ the Companiea have become or
cease^- to tie the Company's Subsidia-y, Join. Ven^-ure and
Associete Company.

8. Extract of Annual Return:

Pursuant to Section 92 (3) and Section 134 (3) (a) of the
Act as amended read with Rule 12 (1) of the Companies
(Management and Administration) Rules, 2014, the Annual
Return of the Company as on March 31, 2025, is available
on the Company's website and the weblink for the same is
https://walchand.com/investors/investor-information/mgt-
9/.

9. Management Discussion & Analysis:

Management Discussion and Analysis Report for the year
under review as stipulated under SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, (Listing
Regulations) is enclosed as Annexure 'A' to this report.

10. Finance & Accounts:

(i) Fixed Deposits:

Your Company did not invite or accept deposits
from the public during the financial year under review.

(ii) Income Tax Assessments:

Income Tax Assessments u/s 143(3) of the Income
Tax Act, 1961, up to assessment year 2024-25 has
been completed as on 31.03.2025. During the
F.Y. 2024-25 the appeal proceeding before
Commissioner of Income Tax for A.Y. 2019-20,
A.Y. 2020-21 were completed.

The appeal proceeding before Commissioner of
Income Tax (Appeals) for A.Y. 2014-15, A.Y. 2015-16,
A.Y. 2016-17, A.Y. 2018-19, were in progress during the
F.Y. 2024-25.

11. Human Resources Development:

During the Financial Year 2024-25, as a part of process
improvement, the HR Department has upgraded various
forms, formats and policies to match the current business
requirements. As a part of Health & Wellness, various
awareness programs were taken up for the employees at
Dharwad and WNR.

As a part of Health and Wellness, various medical checkups
were taken up in Dharwad, apart from Periodical Medical
Checkup for both men and women like awareness
programmes on Eye Care, ESI / Gynecology and First Aid
Training were conducted. Also Monitoring of Security
Monitoring System to have proper control on Company
Security System was conducted in Dharwad.

For employee Engagement, various fun activities were
done: During the year under review, your Company had
celebrated festivals / occasions like Independence Day,
Ganesh Festival, Diwali, Ayudha Pooja, Republic Day,
Women's Day and undertaken various activities like Safety

Week, Kabaddi, Carrom, Chess, Slow Bike Race, Cricket for
men and Ek Minute for Ladies.

Also Employees were given Long Service Awards, Special
Appreciation Awards, Suggestion Scheme Awards, 5S
Awards, Safety Speech competition for employees and their
children, Antakshari for women employees, Safety Quiz
Competition.

For learning and development of members: During the
year under review, WNR training team had organized 28
training programs, covering 478 employees and completed
training of 125 man-days. Additionally, under the Skill
Refresher Training Program, 62 workmen transferred from
the Satara unit are currently undergoing on job training.

In Dharwad, the training team successfully organized 8
Training Programmes, 3 Awareness Programmes were
conducted by External Professionals and a Timely review of
Skill Matrix was carried out.

Hiring:

HR is adopting best hiring practices and is using HRIS for
preparing a resume database for developing a strong
external pool of talent. Structured Interviews (Competency-
Based Interviews) and background checking of new joiners
are being implemented for ensuring the hiring of good
quality candidates.

The Management has signed MOU with JSS Shri
Manjunatheshwara Pvt. ITI Institution, Dharwad.

The true focus of Human Resources Management is
motivating, bringing in Best HR Practices & retaining the best
talent in the Industry.

12. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) (c) of the
Companies Act, 2013, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures; if any

ii) the Directors have 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 March 31,2025 and of the
profit/Loss for the Year ended on that date;

iii) the Directors have taken proper and sufficient care
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;

iv) the Directors have prepared the annualaccounts on a
going concern basis;

v) the Directoss have laid down internal financialcontrols
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

vi) the IDirectors have devired proper systems to ensure
compⁱiance with the provisions of all applicable laws
and that such syrtems are adequate and operating)
etfectively.

Based on the framework of Internal Financial Controls and
complia nce syste res estabNs hed aed maintained toy the
Company with its inherent weaknesses, work performed
by the Internal, Statutory and Secretarial Auditors including
audit of Internal Financial Controls over financial reporting
by Internal/ Externa⁰ Auditors and thh Stctutory Auditors and
the reviews performed by Management and the relevant
Board Committees¹ including the Audit Committee, the
Boardis of⁷ the opinion that the Compayy's Internal Financial
Controls were adequate and effective during the Year ended
on March 31,2025.

13. Corporate Governances

Your Directors believe that Corporate Governance is the
baris of stakeholder satistaction. The CompEny is committed
Co maintain the Uiniest standards oS Corporate Governance
Bnd adhere to the Co rporate Governance Req uire me nts
os set ott by the Securities and Exchange Board ot India
SSEBI). Your Company has obtained a certificate from Jayesh
Panghrajka & Co. LLP, Chartered Aecountants, Statutory,
/Auditors, on compliance with Regulation 34 of Listing
Regalations read with Schedule V okthe Listing) fegulations.
The Reprrt oS Corporate Governance along with Certificate
Suom the auditors of the Company regaedinj compliance
of conditions of corporate; governance is enclosed as
Annexure 'B' to this Report.

14. Corporate Social Responsibility!

T°e Companies Act, 2013, mandates thet evefy Cempany
who meets certain eligibility criteria needs to spend at least
V% ofits average net prodit for the immediately preceding
three financial years on Corporate Social Res ponsifility
Rctieities.In view of losses, statutorily no amount is required
to be spent by the Company. However, Corporate Social
Reeponsibility / Employee Welfaue / Publie Welfare are an
integral part ofthe Compayy.

Over the years, the Coerpany has eaken and continues to take
ueveral initiatives ter support Envieonment, Education and
Health related activities in order to fulfillits eorporate social
commitmentu.

Healths Activities:

Your Company, had orgeeizsd Medical Healths Check-up
camps m WNR tor employees wherein 13U have been
benefitted and 15 M&S staff for heart-related issues, ECG
tests. A lipid profile test was also conducted which have
^Renafitted 125emplRyeeh

Your Company h ad organizrd Medical Health Check-ue
tampsin Dharwad Por all emplorees where in 120 employees
have been benefited and Gynecological Health Checkup for
women employees were conducted.

Education:

The schools established by the Company continued to impart
education up to Higher Secondary grade to children staying)
in Walchandnagar and nearby villages. Further, Company
has provided 100% school fees concession to f students of
demised workers. The Company also provided 50% school
fee covcessiun to 401 children of WIL Employees ward.

Further, the Company has provided 25% fee concession to 18
teachers (SWV and PRI) and WSB employees' wards and 75%
fee concession to 47 BCA teachers' wards. 1511 students were
insured for Accidental happenings under UNI STUDY CARE
Policy of Onited India Insurance Co. Ltd. Insurance Awareness
Camp were organized for Employees by LIC and Bank of
India, WNR. Financial Assistance was provided for medical
reasons and payment of school fees of needy employees and
students was done under BCA CARE Activity.

Environment:

To maintain a pollstion fret atmosphiere and tee spread
nwareneus about environm enta I protection, tee Co m °any
had undertaken propser hare in maintainin° the plantations
in Wals^uendnaga r.

On occasion of WorlU Eneironment Day ccmpany had
undertaken plantation programs and planted 130 various
hypes of plante in Dearwad. Also company has maintained a
medicinal G arden.

The CSR Policy is available on the website of the Company
and the link for the same is https://walchand.com/wp-
hontent/uploads/2a22/07/Corperate-eestructeeing-Policy.
^hGf.

15. Energy conservation, Techno logy abeorptio n & F ore ign

Exchaege:

^fursuant to Section 134 (3) (m) of⁷ the Companies Act, 2013,
readwith the Companies (Acceuntr) Rules 2014,infotmatioe
on conservation erf energy, technolo^ absorption, ^forrign
exchange earnings and out-go is enclosed as Annexute 'C'
to this Report.

16. Personnel:

Employee relations remained harmonious and satisfactory
except in Satara during the year and your Board would like
to place on record their sincere appreciation for sustained
efforts and valued contribution made by all the employees
of the Company.

The operations at Satara Plant have been affected since
March 20, 2025, in view of violent collective acts of the
workmen, as the Company had been trying to accommodate
the workers to offer meaningful work to them by relocating
them to its other plant at Walchandnagar, Pune District.

17. Directors and Key Managerial Personnel:

1) As on March 31, 2025, the Board of Directors
comprised of 6 (six) members, including 1 (one)
woman member. The Board has an appropriate
mix of Executive Director(s), Non-Executive
Non-Independent Director(s) and Independent
Directors, which is compliant with the Companies Act,
2013, the SEBI LODR Regulations and is also aligned
with the best practices of Corporate Governance.

2) Independent Directors:

a) Declaration by Independent Directors:

Your Board has reviewed the declarations made
by the Independent Directors and is of the view
that they meet the criteria of Independence
as provided in Section 149 of the Companies
Act, 2013 and Rules made there under and
Regulation 16 (1) of Listing Regulations
(including any statutory modification(s) or
re-enactment(s) thereof for the time being in
force).

3) Retirement by rotation:

Pursuant to Article 86 of the Articles of Association of
the Company and Section 152 of the Companies Act,
2013, Mr. Chakor L. Doshi is due to retire by rotation at
the 116^th Annual General Meeting and being eligible,
has offered himself for re-appointment.

Brief profile of the proposed appointees together with
other disclosures in terms of Regulation 36 (3) of the
Listing Regulations are mentioned in the Notice of
Annual General Meeting which is a part of this Annual
Report.

4) Continuous appointment of Dr. Prabhat Kumar
(DIN: 00001683), Independent Director of the
company as a Non-Executive Independent Director
in the company after completing age of 75 years:

Regulation 17 (1A) of the LODR Regulations, provides
that listed entities shall not appoint or continue the

directorship of any person who has attained the age
of 75 Years, unless approval of the shareholders is
obtained by way of Special Resolution.

Dr. Prabhat Kumar, Non-Executive Independent
Director of the Company shall attain the age of 75
years on October 08, 2025, therefore the Board of
Directors have recommended his continuance on the
Board as a Non-Executive Independent Director, in
their Board Meeting held on May 22, 2025.

5) Re-Appointment of Executive Director:

As per the provisions of the Companies Act, 2013,
Mr. Giriraj Sharan Agrawal (DIN:00404340) was
re-appointed as Whole Time Director designated as
Whole Time Director & Company Secretary of the
Company in the Board Meeting held on May 22, 2025,
for a term of three years commencing from August 02,
2025.

6) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act,
Mr. Chirag C. Doshi, Managing Director & CEO and
Mr. G. S. Agrawal, Whole-time Director & Company
Secretary, are the Key Managerial Personnel of
the Company as on March 31, 2025. Mr. Sandeep
Jain, Chief Financial Officer has resigned from the
company w.e.f. February 28, 2025, due to health issues.
Mr. Nishant Saigal was appointed as CFO (w.e.f. April
14, 2025) of the Company in the Board Meeting held
on February 06, 2025.

18. Number of Meetings of the Board:

The Board met six (6) times during the year from April 01,

2024 to March 31, 2025, on May 28, 2024; July 15, 2024;

August 07, 2024; November 14, 2024; February 06, 2025 and

March 04, 2025.

19. Committees of the Board:

Your Company has several Committees which have been

constituted in compliance with the requirements of the

relevant provisions of applicable laws and statutes.

> Audit Committee which comprises of two
Independent Directors i.e. Mr. Jayesh Dadia (Chairman
of Committee) and Mrs. Rupal Vora (Member) w.e.f.
August 15, 2024 and Chairman, Mr. Chakor L. Doshi
(Member).

> Stakeholders Relationship Committee which
comprises of two Independent Directors i.e. Mrs. Rupal
Vora (Chairperson of Committee) w.e.f. August 15,
2024 and Mr. Jayesh Dadia (Member) and Chairman,
Mr. Chakor L. Doshi (Member).

> Nomination & Remuneration Committee which
comprises of twolndependent Directors i.e.
Dr. Prabhat Kumar (Chairman of Committee) w.n.f⁷.
August 15, 2024 and Mrs. Rupal Vora (Member) an^j
Chairman, Mr. Chakor L. Doshi (Member).

> Corporate Social Responsibility Committee which
comprises of an Independent Director, Mrs. Rupal
Vora (Chairperson of Committee;), Mian aging Director
& C.E.O., Mr. Chirag C. Doehi (Member) and Chairman,
Mr. Chakor L. Doshi (Member).

20. Board Evaluation:

Punsuant to the provisions of thh Compaoies Act, 201^s and
^rhe SEBI (l_isting Obligations and Disclosure Requirements)
Regulations, 2015, a structured questionnaire was prepared.
The Performance Evaluation of the Independent Directors
war completed. Independent DiroctorsMeeting/ Board
Meeting eon sidered the performan ce of Non-Independ ent
Directors and thh Committees and Boarni as a whole,
reviewed the performance of the Chairman of the Company,
taking into account the views of Executive Directors and
Non-Executive Directors and assesteh she quality, quantity
and time l iness of flow of informatioh between th e Co mp any
Managementand the Board.

The Nomination& Remuneretioo Committee hae ^Ddthrmined
a procets for ecalugtigg tire. performance of⁷ every Director,
Gommittoes of the Board and the Board as a whole on an
annual basis.

21. Vigi lMechani sm:

Your Company is committed to highest standards of ethical,
moral and legal business conduct. Accordingly, in compliance
with Section 177 of the Companies Act, 2013 and the
Listing Regulafigns, the Board of Directoro have Oormulated
a Whistle Blower Policy to re port genuine concerns or
g eisvances. Protected diselosures can be made by a whistle
Mower througR an n-mail, or telephone lire or a fetter fo
the Chairman of the Audit Committee or rhe Company
Secretary of the Oompany or any member of the Audit
Committee. The Policy on vigil mechanism / whistle blower
policy may be accessed on the Company's website at the
link httpf://walch and.com/wp-content/ uploads/2022/0ⁿ/

Whistleblower-Poliey.pdf.

22. Particulars of Employees Remuneration:

(A) The ratio of the remuneration of eash Director tb the

median employee's remuneration and other details in
termn of Section 197 (12) of the Companies Act, 2013,
read with Rule 5 (1) ofthe Companiht (Appointment
and Remuneration of Mananfrial Personnel) Rulss,
2014,are(orming pfrt ofthis Reportas Annexure'Dt

(B) The information as required ueDer Rule 5 (2) of tfe

Companies (Appointment and Remuneration of
Mana^rial Psrsonnel) Rules, 2014, will be provided
upon the request toy aoy member of ⁽he Company. In
terms of Section 136 (1) of the Companies Act, 2013,
the Repnrt and the Accounts are being sent to the
members excluding the said Annexcre. Agy member
interested i n o btain ing copy of t hr sa me may write
to the Company Secretary at the Registered O/Dice of
theC ompany. Upon such request, information shall be
furnished.

23. Particulars of Contracts and Arrangements with Related
Parties:

All Contracts/ arrangements/ transactions entered into toy the;
Company during the FinancialYear under review with related
parties were on an arm's length basis and in the Ordinary
Course of Business. There were no materially significant
related party transactions which could have potential
conflict with the interest of the Company at large. During
th e year, the Company has not entered into any contract /
arrangement / transaction with related parties which could
Ue cons iderad material in accordance with the policy of the
Company on materiality of related party transactions.

All Related Party Transactions were placed before the
Audit (Committee for approval. The policy on Related Party
Transactions as approved by the Board is uploaded on the
Company's website at https://walchand.com/wp-content/
uploads/2022/07/Related-Party-Transaction-Policy.pdf.

Your Directors draw attenfion to NoDe no. 50 to the Financial
Gtatements which setr out related party disclotgres.

24. Nomination Si Remuneration Policy,:

The Board has framed a policy, on tGp recommendation of
the Nomination & Remuneration Committee, whioh lays
dow n a framework in relation to remuneration of Diretto rs,
Key Managetai Personnel and Senior Managgmsnt of the
Company. TPis policy also lays down criheria for selection,
appointment and remuneration oS Board Members / Key
Managerial Perfonoel and oUher senior employees.

Objeftives:

The Nomination and Remuneration Committee and this
Policy is in compliance with Section 178 of the Companies
Act, 2013, read along with the applicable rules thereto and
Regulation 19 of the Listing Regulations.

lhe Key Objectives or the Committge are:

a) to formulate guidelines in relation to appointment:
asd removal of Directors, Key Managerial Personnel
and Senior Manag ement.

b) to evaluate the performance of the members of the
Board and provide necessary report to the Board for
further evaluation of the Board.

c) to recommend to the Board, the Remuneration
payable in whatever form to all the Directors, Key
Managerial Personnel and Senior Management.

Role of Committee:

The role of the Committee is explained in the Corporate

Governance Report.

Nomination Duties:

The duties of the Committee in relation to nomination

matters include:

a) Ensuring that there is an appropriate induction &
training programme in place for new Directors and
members of Senior Management and reviewing its
effectiveness.

b) Ensuring that on appointment to the Board, Non¬
Executive Directors receive a formal letter of
appointment in accordance with the Guidelines
provided under the Companies Act, 2013 and SEBI
Guidelines.

c) Identifying and recommending Directors who are to
be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and
composition of the Board.

e) Setting a formal and transparent procedure for
selecting new Directors for appointment to the Board.

f) Developing a succession plan for the Board and Senior
Management and regularly reviewing the plan.

g) Evaluating the performance of the Board and
Independent Directors.

h) Making recommendations to the Board concerning
any matters relating to the continuation in office of
any Director at any time including the suspension or
termination of service of an Executive Director as an
employee of the Company subject to the provisions of
law and their service contract.

i) Delegating any of its powers to one or more of its
members or the Secretary of the Committee.

j) Recommend any necessary changes to the Board.

k) Considering any other matters as may be requested by
the Board.

l) For every appointment of an Independent Director,
the Committee to evaluate the balance of skills,
knowledge and experience on the Board and on the

basis of such evaluation, prepare a description of
the role and capabilities required by an Independent
Director. The person recommended to the Board for
appointment as an Independent Director shall have
the capabilities identified in such description. For
the purpose of identifying suitable candidates, the
Committee may:

a) use the services of external agencies, if required;

b) consider candidates from a wide range of
backgrounds, having due regard to diversity;
and

c) consider the time commitments of the
candidates.

Remuneration Duties:

The duties of the Committee in relation to remuneration
matters include:

a) to consider and determine the Remuneration Policy,
based on the performance and also bear in mind
that the remuneration is reasonable and sufficient to
attract, retain and motivate members of the Board
and such other factors as the Committee shall deem
appropriate.

b) to approve the remuneration of the Senior
Management including Key Managerial Personnel of
the Company maintaining a balance between fixed
and incentive pay reflecting short and long term
performance objectives appropriate to the working of
the Company.

c) to delegate any of its powers to one or more of its
members or the Secretary of the Committee.

d) to consider any other matters as may be requested by
the Board.

e) to consider and recommend to the Board, professional
indemnity and liability insurance for Directors and
senior management.

The Nomination and Remuneration policy is available on
the website of the Company and the weblink for the same
is https://walchand.com/wp-content/uploads/2022/07/
Nomination-Remuneration-Committee-Policy.pdf.

25. Risk Management:

Risk Management policy was approved in the Board Meeting
wherein all material risks faced by the Company were
identified and assessed. For each of the risks identified,
corresponding controls were assessed and policies and
procedures were put in place for monitoring, mitigating and
reporting risk on a periodic basis.

26. I internal Fi nancial Co ntrol Systems:

Details of the Internal Financial Control Systems is (explained
in the "Management Discussion and Analysis" which is
enclosed as Annexure 'A' to this report.

27. Insurance:

The aroperties, stock, stores, assets, etc. beloaging to the
Company continue to be adequately insured against fire,
riots_I cieil commotion, etc.

28. Dematerialization of Shares:

T^ge Company's shares are listed on BSE Limited and National
Stock Exthange of igc^||a Ltd and the Company's Registrar
and Share Transfer Agent has connectivity with National
Securities Depository Ltd. & Central Depository Services
(India) Ltd. The ISIN is INE711A01022. As on March 31,
2025, total dematerialized equity shares are 6,70,93,235
representing 99.46%. The Company allotted 1,20,00,480
aharef on Januar^d 01 , 2025, for w^gich trading a ppnoval
wete effective from April 01,2025 and as on March 31,2025,
company alloted those shares in Demat form only.

29. Company's Website:

Your Company lag its websita na me ly www.walchand.
com. Thg webtite provides detailed information obout
fhe businesb activity, location of its offices and all other
intofmation as required under SEBI (LODR) Regulations. The
Quarterly Results, Ann ual Reports, Shareholdin g aattern,
Integrated Governance, Integratod Financials a nd Investor
Presentations, all other communicatiog with 1:he Stock
Brchangen and various glides are placed on the website of⁷
the Company and the same are updated periodically.

30. MeansofCommunication:

The Company has designated investors@walchand.com
as an email id for tin pnrpose of registering complaints by
investors and has displayed the same on the website of the
Company.

31. Auditors a nd Auditor's Repobt:

^Ytatutofy Audito r:

M/s. Jayesh Sanghrajka & Co. LLP, Cinoftered Accountants,
were appointed in the 113^th Anneal General Meetiog (AGM)
as the Statutory Auditors of the Company to hold office from
the conclosion of tha f 13^th AGM until the conclusion of the
11g^th AGM.

Auditors Report:

Tto noSes forming part of the accountr referred in ttb
Auditors' Report art serif explanatory and give complete
information. There are no qualification s, rese rvation or
a°gerse remaelcs rande by the Statutory Auditotsin the Audit

Report. Howtver: matterofemphasizeare pointed out bytte
Auditors.

Cost Audi tors and Cost Audit Reporti

M/s. S. R. Bhargave & Co., Cost Accountants have been duly
cpcointed as the Cost Auditors for eonduoting Cost Audit
in respect of⁷ products manufactured by the Company
which are covere d under the Cost Aud it Ru l e, dor cu rrent
liaansial yoar ending March 2026. They were also the Cost
Autitors of⁷ the Company for the previous year ended March
2025. As required by Section 148 of the Companies Act,
2 01 3, necessa ry resoluti o n ha s be en included in the NoUce
convening the Annual General Meeting, seeking ratification
by the Members to the remuneration proposed to be paid to
the Cost Auditors for the financial year ending March 2026.

The Cost Audit Reports for the financial year ended March
2025, will be filed within the stipulated time i.e. on or before
September 30, 2025.

Secretarial Auditor and Secretarial Audit Report:

°ursuant1:o the provisions of Regulation 24A of the SEBI Listing
fegulations and Section 204 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration
ofMatagerial Personnel)Rules, 2014, the Board at its meeting
held on May 22, 2025, based on the recommendation
of the Audit Committee, has approved the appointment
of M/s. V. N. Deodhar & Company, Practicing Company
Secretary, a peer reviewed firm, Mumbai (Firm Registration
No. S1986MH002900) to condunt Secretarial Audit oS the
Company for s peri od o( 5 cnnsacutive yea rs commenci ng
from FY 2025-26 till FY 2029-g0, subject (o the approval ntf
the Members af the eaguing An nual GeneralMeetin g and to
aulmit tde Seeretarial Aadit Report in the prescribed format.
TheSecrerarielAuaitRepo rtfortheyearended March a1,2025,
is annexed herewith marked os Annexure'E' to this keport.
No observrtions/ tualitications/ reservations/ adverse
remarks were ma de by M/s. V. N. Deod har & Company,
Yecretarial Auditors of the Companyin their report,

Reporting of Feauds by Auditors:

During the year usker review, the Statutory Auditor the
eecretrrial Autitors or the Cost Auditors nave not reported
to the Audit Committee, under Sectitn 143 (12) oi tha
Companies Act, 2013, any instances of fraud committed
agaiast tha Company ay its officers or employera, dhin details
wfwhich needs ta 2e men titae! in the Board's dr pert.

32. Psrtiodaes of Loans, Guarantees or Inves^ents by

Company:

Particulars of Loans given, Guarabtees and Invertments
covertr undeo the previsions of Section 186 oo the
Companies Act, 2013, are provided in ghe notes to the

Financial Statements (Please refer Notes to the Financial
Statements).

33. Employees Stock Option Scheme:

With the perspective of promoting the culture of ownership
and to attract, retain, motivate and incentivize senior
as well as critical talent, the Company has approved
"WIL - Employees Stock Option Plan 2020".

The Nomination and Remuneration Committee inter alia
administers and monitors Employees' Stock Option Scheme
of the Company and from time to time, grants stock options
to the employees.

The Scheme is in line with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended
from time to time, and there has been no material change to
the plans during the Financial Year 2024-2025.

The details of the 2020 Plan form part of the Notes to
accounts of the financial statements in this Annual Report.

34. Prevention of Sexual Harassment of Women at Workplace:

Your Company has in place "Prevention of Sexual Harassment
Policy"in line with the requirements ofThe Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An 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. 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.

35. Secretarial Standards:

The Directors state that the Company has in place proper
systems to ensure compliance with all the provisions of the
applicable secretarial standards issued by The Institute of the
Company Secretaries of India and such systems are adequate
and operating effectively.

36. Familiarization Programme for Independent Directors:

To provide insights into the Company to enable the
Independent Directors to understand the Company's
business in depth which would facilitate their active

participation in managing the Company, the Company
arranges familiarization programmes for Independent
Directors. The details of such familiarization programmes
for Independent Directors are posted on the website of
the Company viz. https://walchand.com/wp-content/
uploads/2025/07/FAMILIARIZATION%20PROGRAMME%20
FOR%20INDEPENDENT%20DIRECTORS.pdf.

37. General:

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of
the Act.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. No significant or material orders were passed by the
Regulators/ Courts/ Tribunals which would impact the
going concern status of the Company and its future
operations.

38. Acknowledgement:

Your Directors wish to place on record their deep sense of
appreciation for the committed services by the Company's
executives, staff and workers.

Your Directors also place on record their sincere appreciation
for the assistance and co-operation received from the
banks, financial institutions, customers, suppliers and the
shareholders from time to time.

For & on behalf of the Board of Directors

Sd/- Sd/-

Chirag C. Doshi G. S. Agrawal

Managing Director & CEO Whole Time Director & Company

DIN: 00181291 Secretary

DIN: 00404340

Registered Office:

3, Walchand Terraces,

Tardeo Road, Mumbai - 400 034.

Date: May 22, 2025