Your directors take pleasure in presenting the 117^th Annual Report
on the business and operations of your Company together with the
Audited Financial Statements for the year ended March 31,2026.

1. Financial Results:

The Company's financial performance, for the Year ended
March 31, 2026, is summarized below:

2. Financial Performance & Highlights:

During the year under review, the revenue for
the Financial Year 2025-26 was ' 29,626/- lakhs as
against the previous financial year 2024-25 of ' 29,484/-
lakhs.

No Material changes and commitments occurred after the
close of the year till the date of this Report, which affects the
financial position of the Company.

3. SHARE CAPITAL

The Company had allotted 2,17,18,023 Fully Convertible
Warrants at a price of ' 114/- per warrant on a preferential
basis to certain identified persons/entities, including the
Promoter(s) and Promoter Group in the F.Y. 2023-24. These
warrants were convertible into an equivalent number of fully
paid-up equity shares of the Company having a face value of
' 2/- each.

Out of the total warrants allotted, during the year under
review, Balance Outstanding 3,23,681 warrants were
converted into equity shares and were allotted on May 24,
2025.

During the year under review, the Company has also made
allotment of 58,784 equity shares of ' 2/- each to its eligible
employees who have exercised their stock options under the
prevailing Employee Stock Option Scheme of the Company
at regular intervals.

Consequently, the paid-up equity share capital of the
Company has increased to ' 13,56,84,120/- divided into
6,78,42,060 equity shares of face value of ' 2/- each as on
March 31,2026.

4. Current Period:

The orders on hand as on March 31,2026, were at ' 871.77/-
crores as compared to ' 908.96/- crores as on March 31,2025.

5. Exports and Overseas Projects:

During the year under review, the Company achieved an
export turnover of ' 59.36/- crores as against ' 9.61/- crores,
in the previous year. The export orders on hand as on March
31,2026, are at ' 395.42 crores.

6. Dividend and Reserves:

During the Year under review, your Company has loss
after tax of ' (1,468) lakhs. In view of losses, no dividend is
recommended for the Year ending March 31, 2026, by the
Board.

7. Subsidiary, Joint Ventures and Associate Companies:

As on March 31, 2026, your Company does not have any
Subsidiary, Joint Venture or Associate Company. During the
year under review, none of the Companies have become or
ceased to be the Company's Subsidiary, Joint Venture and
Associate 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, 2026, 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:

The Income Tax Assessments u/s 143 (3) of the Income
Tax Act, 1961 up to assessment year 2025-26 has been
completed as on 31.03.2026.

The appeal proceeding before Commissioner of
Income Tax (Appeals) for A.Y. 2014-15, A.Y. 2015-16,
A.Y. 2016-17 and A.Y. 2018-19, were in progress during
the F.Y. 2025-26.

11. Human Resources Development:

During the Financial Year 2025-2026, as a part of process
improvement, the HR Department has upgraded various
forms, formats and policies e.g. Leave Policy-2026, Business
Travel Policy to match the current business requirements. As
a part of Health & Wellness, various awareness programs were
taken up for the employees at Dharwad and Walchandnagar.

For employee Engagement, various fun activities were
done: On the occasion of Safety Week from March 04, 2026
to March 11, 2026, various programmes and competitions
were organized for employees to promote safety awareness.
Employee's participated in Safety Quiz, Slogan Writing, and
Drawing Competitions enthusiastically.

In addition, awareness sessions on Health Awareness, First
Aid Treatment in case of factory accidents, and CPR training
were arranged for employees. These programmes were
highly informative and contributed towards enhancing
safety awareness among employees.

Blood Donation Camps were organized at the Company's
premises on April 22, 2025 and November 24, 2025, wherein
98 and 149 employees respectively participated voluntarily,
demonstrating their social responsibility and commitment
towards community welfare initiatives.

On 8^th March, 2026 we celebrated “Women's Day" with great
enthusiasm and inclusivity, wherein female employees as
well as the family members of officers actively participated
in the programme. On the occasion of “Women's Day", the
WIL Management distributed gifts to all women participants
as a token of appreciation and respect for their valuable
contribution to society and the organization.

In addition, a Health Awareness Session and Health Check¬
up Camp were organized for women participants focusing
on women's health awareness, preventive care, and overall
well-being.

Further, an awareness session on Road Safety was organized
on January 10, 2026 at Vinod Doshi Technology Centre (VTDC)
for employees with the objective of creating awareness
regarding safe driving practices, traffic regulations and
accident prevention measures.

As part of the Quality Month Celebration held during
November 2025, various activities such as Quiz Competitions
and other employee engagement competitions were
organized to promote quality awareness and encourage
active participation among employees. Prizes were
distributed to the winning employees in recognition of their
performance and enthusiasm.

For learning and development of members: During the
year under review, in Walchandnagar training team had
conducted 2 training sessions for GETs.

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 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 provisions of 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 31,2026 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 ofthe Company and for
preventing and detecting fraud and other irregularities;

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

v) the Directors have laid down internal financial controls
to be followed by the Company and that such internal

financial controls are adequate and were operating
effectively; and

vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

Based on the framework of Internal Financial Controls and
compliance systems established and maintained by 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/ External Auditors and the Statutory Auditors and
the reviews performed by Management and the relevant
Board Committees, including the Audit Committee, the
Board is of the opinion that the Company's Internal Financial
Controls were adequate and effective during the Year ended
on March 31,2026.

13. Corporate Governance:

Your Directors believe that Corporate Governance is the
basis of stakeholder satisfaction. The Company is committed
to maintain the highest standards of Corporate Governance
and adhere to the Corporate Governance Requirements
as set out by the Securities and Exchange Board of India
(SEBI). Pursuant to Regulation 34 read with Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on Corporate Governance
and a certificate obtained from the M/s. V. N. Deodhar &
Co., Practicing Company Secretaries, Secretarial Auditors
confirming compliance with Corporate Governance
requirements is enclosed as Annexure 'B' to this Report.

14. Corporate Social Responsibility:

The Companies Act, 2013, mandates that every Company
who meets certain eligibility criteria needs to spend at least
2% of its average net profit for the immediately preceding
three financial years on Corporate Social Responsibility
activities. In view of losses, statutorily no amount is required
to be spent by the Company. However, Corporate Social
Responsibility / Employee Welfare / Public Welfare are an
integral part of the Company.

Over the years, the Company has taken and continues to take
several initiatives to support Environment, Education and
Health related activities in order to fulfill its corporate social
commitments.

Health Activities:

The Company had organized Medical Health Check-up camps
in Walchandnagar for employees wherein 279 Male workers
and 49 Female workers have been benefitted for heart-
related issues, ECG tests. Company had organized Medical
Health Check-up camps in Pune for all Female employees. A

Blood Donation Camp was organised in Dharwad wherein
10 employees donated blood and a total of 247 employees
voluntarily participated in the Blood donation camp in WNR.

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 7 students of
demised workers. The Company has provided 50% school fee
concession to 377 children of WIL Employees ward.

Further, the Company extended educational support by
providing a 25% fee concession to the wards of 18 teachers
(SWV and PRI) and WSB employees, and a 75% fee concession
to the wards of 48 BCA teachers. Additionally, 1,211 students
and 79 staff members were covered under the UNI STUDY
CARE accidental insurance policy of United India Insurance
Co. Ltd. Financial assistance was also provided under the BCA
CARE initiative to support needy employees and students for
medical expenses and payment of school fees.

Environment:

To maintain a pollution free atmosphere and to spread
awareness about environmental protection, the Company
had undertaken proper care in maintaining the plantations
in Walchandnagar.

On occasion of World Environment Day company had
undertaken plantation programs and planted 25 various
types of plants in Walchandnagar. The CSR Policy is available
on the website of the Company and the link for the same
is https://walchand.com/wp-content/uploads/2022/07/
Corporate-Restructuring-Policy.pdf.

15. Conservation of Energy, Technology absorption &
Foreign Exchange Earnings & Outgo:

Pursuant to Section 134 (3) (m) of the Companies Act, 2013,
read with the Companies (Accounts) Rules 2014, information
on conservation of energy, technology absorption, foreign
exchange earnings and out-go is enclosed as Annexure 'C' to
this Report.

16. Personnel:

Employee relations remained harmonious and satisfactory
during the year except at Satara Plant 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 lockout in Satara plant had been called off w.e.f.
November 24, 2025 and the operations at Satara Plant
started in December 2025 that too in phases, which have
been affected since March 20, 2025.

17. Directors and Key Managerial Personnel:

1) As on March 31, 2026, 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 117^th Annual General Meeting and being eligible,
has offered himself for re-appointment.

Brief profile of the proposed appointee 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.

18. Number of Meetings of the Board:

The Board met six (6) times during the year from April 01,
2025 to March 31,2026, on May 22, 2025; August 14, 2025;
September 29, 2025; November 13, 2025; January 29, 2026
and March 26, 2026.

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), and
Chairman Mr. Chakor L. Doshi (Member).

> Stakeholders Relationship Committee which

comprises of two Independent Directors i.e. Mrs.
Rupal Vora (Chairperson of Committee) and Mr. Jayesh

Dadia (Member), and Chairman Mr. Chakor L. Doshi
(Member).

> Nomination & Remuneration Committee which
comprises of two Independent Directors i.e. Dr.
Prabhat Kumar (Chairman of Committee) and Mrs.
Rupal Vora (Member), and Chairman Mr. Chakor L.
Doshi (Member).

> Corporate Social Responsibility Committee which
comprises of an Independent Director, Mrs. Rupal
Vora (Chairperson of Committee), Managing Director
& CEO Mr. Chirag C. Doshi (Member) and Chairman Mr.
Chakor L. Doshi (Member).

20. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a structured questionnaire was prepared.
The Performance Evaluation of the Independent Directors
was completed. Independent Directors Meeting/ Board
Meeting considered the performance of Non-Independent
Directors and the Committees and Board 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 assessed the quality, quantity
and timeliness of flow of information between the Company
Management and the Board.

The Nomination & Remuneration Committee has determined
a process for evaluating the performance of every Director,
Committees of the Board and the Board as a whole on an
annual basis.

21. Vigil Mechanism:

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 Regulations, the Board of Directors have formulated
a Whistle Blower Policy to report genuine concerns or
grievances. Protected disclosures can be made by a whistle
blower through an e-mail, or telephone line or a letter to
the Chairman of the Audit Committee or the Company
Secretary of the Company 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 https://walchand.com/wp-content/uploads/2022/07/
Whistleblower-Policy.pdf.

22. Particulars of Employees Remuneration:

(A) The ratio of the remuneration of each Director to the
median employee's remuneration and other details in
terms of Section 197 (12) of the Companies Act, 2013,
read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, are forming part of this Report as Annexure 'D.

(B) The information as required under Rule 5 (2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, will be provided
upon the request by any member of the Company. In
terms of Section 136 (1) of the Companies Act, 2013,
the Report and the Accounts are being sent to the
members excluding the said Annexure. Any member
interested in obtaining copy of the same may write
to the Company Secretary at the Registered Office of
the Company. Upon such request, information shall be
furnished.

23. Particulars of Contracts and Arrangements with Related
Parties:

All Contracts/ arrangements/ transactions entered into by the
Company during the Financial Year 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
the year, the Company has not entered into any contract /
arrangement / transaction with related parties which could
be considered 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 attention to Note no. 50 to the Financial
Statements which sets out related party disclosures.

24. Nomination & Remuneration Policy:

The Board has framed a policy on the recommendation of
the Nomination & Remuneration Committee which lays
down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the
Company. This policy also lays down criteria for selection,
appointment and remuneration of Board Members / Key
Managerial Personnel and other senior employees.

Objectives:

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.

The Key Objectives of the Committee are:

a) to formulate guidelines in relation to appointment
and removal of Directors, Key Managerial Personnel
and Senior Management.

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. Internal Financial Control 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 properties, stock, stores, assets, etc. belonging to the
Company continue to be adequately insured against fire,
riots, civil commotion, etc.

28. Dematerialization of Shares:

The Company's shares are listed on BSE Limited and National
Stock Exchange of India 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,
2026, total dematerialized equity shares are 6,74,88,635
representing 99.48%.

29. Company's Website:

Your Company has its website namely www.walchand.
com. The website provides detailed information about
the business activity, location of its offices and all other
information as required under SEBI (LODR) Regulations. The
Quarterly Results, Annual Reports, Shareholding Pattern,
Integrated Governance, Integrated Financials and Investor
Presentations and all other communication with the Stock
Exchanges and various policies are placed on the website of
the Company and the same are updated periodically.

30. Means of Communication:

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

31. Auditors and Auditor's Report:Statutory Auditor:

M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants,
were appointed in the 113^th Annual General Meeting (AGM)
as the Statutory Auditors of the Company to hold office from
the conclusion of the 113^th AGM until the conclusion of the
118^th AGM.

Auditors Report:

The notes forming part of the accounts referred in the
Auditors' Report are self explanatory and give complete
information. There are no qualifications, reservations or
adverse remarks made by the Statutory Auditors in the Audit
Report.

Cost Auditors and Cost Audit Report:

M/s. S. R. Bhargave & Co., Cost Accountants have been duly
appointed as the Cost Auditors for conducting Cost Audit
in respect of products manufactured by the Company
which are covered under the Cost Audit Rules for current
financial year ending March 2027. They were also the Cost
Auditors of the Company for the previous year ended March
2026. As required by Section 148 of the Companies Act,
2013, necessary resolution has been included in the Notice
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 2027.

The Cost Audit Report for the financial year ended March
2026 will be filed within the stipulated time i.e. on or before
September 30, 2026.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Regulation 24A of the SEBI
Listing Regulations and Section 204 of the Companies
Act, 2013, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, M/s.
V. N. Deodhar & Company, Practicing Company Secretary, a
peer reviewed firm (Firm Registration no. S1986MH002900)
was appointed as Secretarial Auditor in the 116^th AGM to
conduct Secretarial Audit of the Company for a period of
5 consecutive years commencing from FY 2025-26 till FY
2029-30, and to submit the Secretarial Audit Report in the
prescribed format. The Secretarial Audit Report for the year
ended March 31, 2026, is annexed herewith marked as
Annexure 'E' to this Report.

The Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the Institute
of Company Secretaries of India ("ICSI") and hold valid
certificate issued by the Peer Review Board of ICSI.

No observations/ qualifications/ reservations/ adverse
remarks were made by M/s. V. N. Deodhar & Company,
Secretarial Auditors of the Company in their report.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, the
Secretarial Auditors or the Cost Auditors have not reported
to the Audit Committee under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the details
of which needs to be mentioned in the Board's Report.

12. Particulars of Loans, Guarantees or Investments by

Company:

Particulars of Loans given, Guarantees and Investments
covered under the provisions of Section 186 of the
Companies Act, 2013, are provided in the 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 2025-2026.

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/2026/06/FAMILIARIZATION%20PROGRAMME%20
F0R%20INDEPENDENT%20DIRECT0RS_for%20the%20
FY%202025-2026.pdf

37. Compliance with the provisions relating to the Maternity
Benefit Act, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961 and rules made thereunder.

38. Proceedings under the Insolvency and Bankruptcy Code,
2016 (31 of 2016)

During the Financial Year under review, an application was
filed against the company by an Operational Creditor under
Section 9 of the Insolvency and Bankruptcy Code 2016,
before the National Company Law Tribunal (NCLT), for a claim
of Rs. 7,95,49,674/ Plus interest @ 12% p.a.

As of March 31, 2026 and the date of this report, the said
application is pending before NCLT and has not been
admitted. The Company is legally contesting the matter and
there are no active or concluded proceedings under the
Code.

39. 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.

40. 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

Secretary

DIN:00181291 DIN:00404340Registered Office:

Siddharth Towers, S. No. 12/3-B,

Office 908 to 910, Kothrud,

Pune- 411038.

Date: May 20, 2026