Weizmann Ltd

The consolidated Financial Statements of the Company and its associate, prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

Your Directors have recommend for approval of the Members at the ensuing Annual General Meeting, dividend of 5% ie. Re.0.50 paise per equity share of Rs. 10/- each, for the financial year ended 31^st March, 2024 (Previous year 2022-2023: Dividend on Equity Shares @ 5% i.e. Re. 0.50 paise per equity share). The quantum of dividend to be paid is Rs. 79.30 Lakhs. The dividend will be paid in compliance with the applicable rules and regulations.

No amount was transferred to General Reserve during the year.

The paid up Equity Share Capital of the Company as on 31st March, 2024 was Rs.15,85,90,210/-The Company has not issued any new equity shares during the year.

The Company has paid the Listing Fees for the financial year 2024-2025 to each of the Stock Exchanges, where its equity shares are listed.

During the year, total income of the Company was Rs. 12,346.87 Lakhs as against Rs. 13557.33 Lakhs in the previous year i.e. a decrease of about 8.93%. The PBT stood at Rs.1193.57 Lakhs against Rs. 886.64 Lakhs in the previous year and PAT at Rs.957.70 Lakhs against Rs. 612.24 Lakhs in the previous year.

As in the previous year, the Company's focus continues to be on job work and local sales as against exports. During the year, the turnover thereof contributed to Rs. 12,346.87 lakh Lakhs (job work and local sales) as against Rs. 13,557.33 Lakhs in the previous year.

There has been no change in the business of the Company during the year as compared to the previous year.

The Company does not have any Subsidiary and Joint Venture Company. However, the Company has formulated policy for determining material subsidiary and the same may be accessed on the website of the company http://www.weizmann.co.in/msp.html.

Windia Infrastructure Finance Ltd is the only Associate Company. In accordance with Section 136 of the Companies Act, 2013 read with Rule 10 of The Companies (Accounts) Rules, 2014, a Company may forward statement of accounts containing the salient features in the prescribed form and simultaneously ensure that copies of the financial statements including consolidated financial statements along with Auditors Report, Directors Report and other documents that are required to be attached are annexed with the financial statements and made available for inspection at the registered office of the Company, during working hours for a minimum period of 21 days prior to the meeting of the shareholders. Accordingly, Accounts in the Abridged Form as prescribed in Form AOC-3A of the subject rules are being forwarded to all the members of the Company with complete set of financial statements available on the website of the Company www.weizmann.co.in. Also, salient features in the financial statement of associate company compiled in Form AOC-1 of the subject Rules are attached to the financial statements.

No Company became or ceased to be an Associate during the year under review.

In accordance with the provisions of the Section 152(6)(e) of the Companies Act, 2013, Shri. Hitesh V Siraj (DIN : 00058048), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

In compliance with Regulation 17(1D) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors proposes to seek the approval of the shareholders for continuation of Shri. Dharmendra G Siraj (DIN: 00025543), as Non-Executive Director of the Company for a term of 5 consecutive years from the conclusion of this Annual General Meeting, not liable to retire by rotation.

The Board of directors at its meeting held on 28^th May, 2024, subject to the members approval in the Annual General Meeting, approved re-appointment of Shri. Neelkamal V. Siraj as Managing Director of the Company for a period of 3 years with effect from 11^th April, 2025, on terms and conditions and remuneration as recommended by the Nomination and Remuneration Committee. A resolution in this behalf is set out at Item No.6 of the Notice of Annual General Meeting, for Members' approval.

The Board of Directors had 4 (four) meetings during financial year 2023-2024. Necessary quorum was present for all the meetings.

There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

10. ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013

The Annual Return in the Form MGT-7 as at 31^st March, 2024 pursuant to Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.weizmann.co.in

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

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

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

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

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

12. STATEMENT OF DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

13. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees; formulating criteria for evaluation of independent directors and the Board; Devising policy on Board diversity; Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

Appointment and Remuneration of Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors is subject to satisfaction of conditions u/s. 149(6) of the Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the Companies Act, 2013.

The personnel selected as Board Member or Key Management Personnel or other senior personnel of the Company is based on their requisite qualifications, skills, experience and knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, Company's business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes, etc.

The remuneration policy as above is also available on the website of the Company http://www.weizmann.co.in/nnrp.html.

14. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER

SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits, top 10 employees in terms of remuneration drawn and other Disclosures pertaining to remuneration are set out in the said rules are provided in the Annual Report.

Having regard to the provisions of the proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

The said information can be made available to any member interested in obtaining such information on request in writing to the Company Secretary.

15. DISCLOSURE OF PARTICULARS REGARDING CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Report on the matters of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure I forming part of this report.

16. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S. 186 OF THE

COMPANIES ACT, 2013

Details of loans given: NIL

Details of Investments made during the year: NIL

Details of Guarantee given: NIL

18. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All Related Party Transactions that were entered during the financial year under review were on an arm's length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. No material Related Party Transactions were entered during the financial year by the Company. Accordingly, there are no particulars are required to report in Form AOC-2.

All Related Party Transactions are placed before the Audit Committee for prior approval and also before the Board in compliance with the provisions of the Act and Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for them cannot be foreseen in advance.

19. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has been hosted on its website at the link http://www.weizmann.co.in/rpt-policy.html. The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The Company has laid down detailed process in planning, decision making, organizing and controlling. The Risk Management Policy has been hosted on the Company's website: http://www.weizmann.co.in/rmp.html.

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has contributed funds for promoting health care including preventive health care and promoting education especially to benefit the under privileged children. The contributions in this regard have been made to a registered trust which is undertaking the activities prescribed under Schedule VII of the Companies Act, 2013. The Annual report on CSR activities is annexed as a separate Annexure II.

The Company has constituted CSR committee the details of which are given in Corporate Governance Report and also a CSR policy is formulated which is uploaded on the website of the Company: http:// http://www.weizmann.co.in/csr.html .

22. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. The Whistle Blower Policy covering all stakeholders including employees and directors of the Company is hosted on the Company's website http://www.weizmann.co.in/wbp.html.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT

TO THE FINANCIAL STATEMENTS

The Company has an internal control system commensurate with the size, scale and nature of its operation. The internal controls ensure that all its assets are properly safeguarded and protected against loss from unauthorized use or disposal, all transactions are authorized, recorded and reported correctly. The Company has also an internal audit system for periodical audit of the internal control systems of the company.

26. STATUTORY AUDITORS

M/s. Batliboi & Purohit, Chartered Accountants (Firm Registration No: 101048W) were re-appointed as Statutory Auditors of your Company at the 35^th Annual General Meeting held on 28^th July, 2022 for a second term of five consecutive years to hold office from the conclusion of the 35^th Annual General Meeting until the conclusion of the 40^th Annual General Meeting of the Company to be held in the Year 2027.

The Report given by the Auditors on the financial statement of the Company is part of this Report.

The Company has received a certificate from M/s Batliboi & Purohit, Chartered Accountants confirming that they are not disqualified from continuing as Statutory Auditors of the Company.

27. COST AUDITOR

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Bhanwarlal Gurjar & Co, Cost Accountants, (Firm Registration No. 101540) as Cost Auditor to audit the cost accounts of the Company for the financial year 2024-2025.

28. SECRETARIAL AUDIT

Pursuant to requirement of Section 204 of the Companies Act, 2013, the Company had appointed Shri. Martinho Ferraro Practicing Company Secretary (COP 5676) as Secretarial Auditor for the Financial Year 2023-2024 and the Secretarial Audit Report is attached as Annexure III.

There are no adverse observation made by Secretarial Auditor.

29. STATUTORY AUDITOR'S REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in its audit report.

30. AUDIT COMMITTEE OF THE COMPANY

*Shri. Kishore M Vussonji was appointed as Non-Executive Independent Director w.e.f 27.07.2023 and was inducted as Member of the Audit Committee w.e.f 09.08.2023.

31. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend to IEPF:

As required under Section 124 of the Act, the Unclaimed Dividend amount aggregating to Rs. 2,41,197/- pertaining to the financial year ended on 31^st March, 2016 lying with the Company for a period of seven years were transferred during the financial year 2023-2024,to the Investor Education and Protection Fund established by the Central Government.

b) Transfer of shares to IEPF:

As required under Section 124 of the Act, 17757 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2023-2024. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

32. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. A report on Corporate Governance is annexed as a separate Annexure IV. Auditors Certificate confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Regulations with the Stock Exchanges is annexed as Annexure V forming part of this report.

34. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

35. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBIITION AND REDRESSAL) ACT, 2013

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

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 no complaints have been received.

37. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.