Western India Plywoods Ltd

Dear Members,

Your Board of directors have pleasure in presenting the 79^T^ Annual report on the business and operations of the company, together with the audited accounts for the financial year ended March 31. 2024.

1. FINANCIAL HIGHLIGHTS

The company's performance for the financial year ended March 31. 2024 is summarized below.

(Rs in Lakhs)

RESULTS OF OPERATIONS

The Highlights of the Company's performance (Standalone) for the year ended March 31, 2024 are as under:

• During the financial year ended on March 31, 2024 the company achieved turnover of Rs. 10769 Lakhs as against turnover of Rs. 10667/- Lakhs achieved during the previous year, which is an increase in turnover by Rs. 102/- lakhs.

• The Profit before Tax (PBT) for the financial year 2023-24 is Rs 537 Lakhs against Rs 571 Lakhs in the year 2022-23.

• file net worth of the company stands at Rs 5120 Lakhs at the end of financial year 2023-24 as compared to Rs 4858 Lakhs at the end of financial year 2022-23.

2. DIVIDEND

The Board of directors at their meeting held on May 29, 2024. has recommended payment of Rs 1.20/- (12%) only per equity share of the face value of 10/- (Rupees Ten only) each as final dividend for the financial year ended March 31. 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the company.

The dividend on equity shares for the financial year 2023-24 would aggregate to Rs. 101.84 Lakhs.

In view of* the changes made under the Income-tax Act. 1961, by the Finance Act. 2020. dividend paid or distributed by the company shall be taxable in the hands of the shareholders. The company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

3. EXPORT HOUSE AND AUTHORISED ECONOMIC OPERATOR STATUS

In accordance with provisions of Foreign Trade Policy, your company continues to enjoy “ the One Star Export House" status. Your Company is also an Authorised Economic- Operator (AEO) Tier I which helps your company in faster processing clearance of cargo, deferred payment of duty, direct port delivery/ entry and other benefits.

4. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the company.

5. DEPOSITS

During the year, the company has not accepted deposits from the public falling within the ambit of Section 73 of The Companies Act, 2013 (“Act") and the Companies (Acceptance of Deposits) Rules, 2014.

6. CREDIT RATINGS

Credit rating is done by CARE India Limited and the present rating is BBB.

7. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS WITH RELATED PARTIES

Details of loans, guarantees and investments covered under the provisions of Section 186 of The Companies Act, 2013 have been provided in the notes to the financial statements forming part of this annual report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has I wholly owned subsidiary and 3 fellow subsidiaries as on March 31, 2024.

9. FINANCIAL PERFORMANCE OF COMPANY'S SUBSIDARIES

A list of body corporates which are subsidiaries of the company is provided as part of the notes to consolidated financial statements.

Pursuant to Section 129(3) of The Companies Act, 2013 read with Rule5 of the Companies (Accounts) Rules, 2014, as statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1 forms a part of the annual report. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of the company and the financial statements of each of the subsidiary companies are available on our website www.wipltd.in.

Any member desirous of making inspection or obtaining copies of the said financial statements may write to the company secretary & compliance officer at sccrctarial.wcstcrnplvfrfgrnail.com

These documents will also be available for inspection during business hours at the registered office of the company.

10. SHARECAPITAL Equity Shares

The paid up equity share capital as on March 31. 2024 was Us. 848.73 Lakhs. There was no change in the share capital during the year under review.

Sweat Equity Shares

In terms of sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules. 2014. the company has not issued any sweat equity shares.

Differential Voting Rights

In terms of Rule 4(4) of companies (Share Capital and Debenture Rules, 2014). the company has not issued any share with differential voting rights.

Employee Stock Options

In terms of Rule 12(9) of companies (Share Capital and Debenture Rules, 2014), the company has not issued any employee stock options.

11. CORPORATE GOVERNANCE

In terms of regulation 34 of SEB1 (Listing Obligations & Disclosure Requirements) Regulations, 2015. a separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of the annual report.

12. TRANSFER OF UNPAID / UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) of The Companies Act. 2013 (“the Act") unclaimed/ unpaid dividend of Rs. 637283 /- which was lying in the unpaid dividend account for the financial year 2015-16 was transferred, during the year under review, to IEPF. Reminders were sent to the shareholders who have not claimed the dividends for earlier years to claim the same from the company failing which, the unclaimed dividend lying in the unpaid account for seven years will be transferred to IEPF after the due date for transfer.

13. TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION PROTECTION FUND AUTHORITY (IEPFA)

In terms of Section 124(6) of the Act read with Rule 6 of the IEPFA (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time), shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the demat account of IEPFA within a period of thirty days of such shares becoming due for transfer. Upon transfer of such shares, all benefits (like dividend, bonus, split consolidation etc.), if any, accruing on such shares shall also be credited

to the account of* I EPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which were transferred to the demat account of IEPFA can be claimed back by the shareholder by following the procedure prescribed under the aforesaid rules. During the year under review, the company has transferred 39850 equity shares which were held by 35 shareholders to IEPFA as dividend had not been encashed or claimed on the above shares during the seven consecutive years from the financial year 2015-16.

14. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the company during the financial year 2023-24.

15. BOARD DIVERSITY

The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the company. The directors are persons of eminence in areas such as business, industry, finance, law, administration, economics etc. and bring with them experience and skills which add value to the performance of the Board. The directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality.

The present Board consists of Shri T Balakrishnan as chairman, Smt Pushya Sitaraman. Smt Radha Unni. Shri Prasanth Raghunathan (nominee director) and Shri Thiruvengadam Parthasarathi as director. Shri P K Mayan Mohamed is the present managing director. Shri T Balakrishnan, Smt Pushya Sitaraman and Smt Radha Unni are the independent directors of the company. The company has also complied with Section 149(1) of The Companies Act regarding appointment of women director.

The term of the independent directors namely Shri T Balakrishnan, Smt Pushya sitaraman and Smt Radha Unni expires at the 79^lh ACM. These directors have completed 2 terms as Independent Directors and hence cannot be reappointed. The Board placed on record the valuable contribution made by these directors during their tenure.

16. DECLARATION BY INDEPENDENT DIRECTORS

The company has received the following declarations from all independent directors confirming that:

a. They meet the criteria of independence as prescribed under the provisions of the Act. read with the schedule and rules issued there under, and the listing regulations. There has been no change in the circumstances affecting their status as independent directors of the company; and

b. They have registered themselves with the independent director?s database maintained by the IICA.

None of the directors of the company are disqualified for being appointed as directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

17. BOARD MEETINGS

I he Board of directors of the company met 5 times during the financial year 2023-24 on 29.05.2023, 12.08.2023. 13.11.2023, 23.01.2024 & 12.02.2024.

During the year under review, meetings of sub-committees of the Board were also held. The intervening gap between the meetings was within the period prescribed under the Act and the listing regulations. The details of the meetings are given in the report on corporate governance which forms part of this Report.

Pursuant to the requirements of Schedule IV to the Act and the listing regulations, a separate meeting of the independent directors of the company was held on February 12, 2024, and the directors reviewed and assessed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the listing regulations. All the independent directors attended the meeting.

18. BOARD COMMITTEES & NUMBER OF MEETINGS OF BOARD COMMITTEES

The Board has the following Committees: -

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee.

A detailed disclosure on the Board, it's committees, its composition, the detailed charter and brief terms of reference, number of Board and committee meetings held, and attendance of the directors at each meeting is provided in the report on corporate governance.

19. INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY

WIP has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the company?s policies, safe guarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the internal auditor.

20. REPORTING OF FRAUDS

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee under Section 143(12) of The Companies Act, 2013, any instances of the fraud committed by the company, its officers and employees, the details of which would need to be mentioned in the Board report.

21. ANY REVISION MADE IN THE FINANCIAL STATEMENTS OR BOARDS REPORT

The financial statements were prepared based on IND-AS. The company has not revised the financial statements or Board's report in respect of any of the three preceding financial years.

22. CODE OF CONDUCT

In compliance with Regulation 26(3) of the listing regulations and the Act. the company has framed and adopted code of conduct (“the Code”) for directors and senior management. The code provides guidance on ethical conduct of business and compliance of law. The code is available on the company's website www.wipltd.in.

All members of the Board and senior management personnel have affirmed the compliance with the code as on March 31, 2024. A declaration to this effect, signed by the managing director in terms of the listing regulations is given in the report of corporate governance forming part of this annual report.

23. LISTING OF SHARES

T he equity shares of the company are listed with National Stock Exchange of India Ltd. The listing fee for the financial year has been paid to the stock exchange. NSE Symbol: WIPL

24. SECRETARIAL STANDARDS

The company has complied with all the applicable provisions of secretarial standard on meetings of Hoard of directors(SS-I), revised secretarial standard on general meetings (SS-2) and other voluntarily adopted secretarial standards such as secretarial standard on dividend (SS-3) and secretarial standard on report of the Board of directors($S-4) issued by Institute of Company Secretaries of India.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the company?s operation in future.

26. VIGIL MECHANISM

The company has a robust vigil mechanism through its whistle blower policy approved and adopted by the Board of directors of the company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the listing regulations.

The policy provides adequate protection to the directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy.

Further, the mechanism adopted by the company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism as well as direct access to the chairman of the audit committee. The functioning of the vigil mechanism is reviewed by the audit committee from time to time. None of the whistle blowers have been denied access to the audit committee of the Board.

The details of the whistle blower policy are explained in the corporate governance report and also posted on the website of the company at the link www.wipltd.in

27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 and the Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the company has not received any complaint of Sexual Harassment of Women at workplace.

The company has complied with the provisions relating to the constitution of internal committee (IC) under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

28. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors arc pleased to inform that based on the recommendations of the Nomination and Remuneration Committee as well as Board of Directors, the shareholders by passing ordinary resolution dated 29^th September, 2023 have reappointed Mr. P K Mayan Mohamcd as Managing Director of the Company for a period of three years with effect from 13.08.2023 and Ms Radha Unni has been reappointed as Independent Director of the Company w.e.f 29.09.2023 for a period of I year.

Mr. Thiruvengadam Parthasarathi retires by rotation and being eligible, offers himself for rc-appointment. A resolution seeking Shareholder's approval for his reappointment along with other required details forms pari of notice.

The company has received declaration from all Independent Directors of the company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act. 2013 as Regulation I6(l)(b) of the Listing Regulations, 2015.

The Company is committed to maintain the highest standards of Corporate Governance requirement set out by the SEBI. The Company has complied with the requirement of Corporate Governance as stipulated under the Regulations, 2015 and accordingly, the report t>n corporate governance forms part of this Annual report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the corporate governance is attached to the Report on Corporate Governance.

a. Retirement by Rotation

The independent directors hold office for a fixed term of not exceeding five years from the date of their appointment and arc not liable to retire by rotation.

b. Key Managerial Personnel

The key managerial personnel of the company as on March 31, 2024 arc:

29. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION

The Company has devised the Nomination and Remuneration Policy for the selection, appointment and remuneration of Directors. Key Managerial Personnel and remuneration of other employees including senior management personnel who have the capacity and ability to lead the company towards achieving sustainable development.

The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent. The nomination and remuneration policy is displayed on the Company?s website viz. www.wipltd.in Presently, the company docs not have a stock options scheme for its directors.

The criteria for appointment and remuneration of Directors is as under:

(i) Criteria for Appointment of Managing Director / whole Time Director / Director: The Nomination and Remuneration Committee shall identify persons of integrity who possesses relevant expertise and experience particularly in Wood industry, leadership qualities required for the position and shall take into consideration recommendation, if any. received from any member of the Board.

(ii) Criteria for Appointment of Independent Director:

The independent Director shall be of high integrity with relevant expertise and experience so as to have a diverse Board with directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general .

30. BOARD EVALUATION

In terms of the provisions of Section 134(3)(p) ofThe Companies Act, 2013 and Regulation 17(10) of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, individual directors, chief financial officer, company secretary as well as the evaluation of the working of its Board committees. Performance evaluation of independent directors was done by the entire Board, excluding the independent directors being evaluated. The manner in which the evaluation has been carried out has been explained in the corporate governance report.

The above criteria arc broadly based on the guidance note on Board evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

31. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The remuneration paid to Directors. Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance report which forms part of this annual report.

32. ANNUAL RETURN

The annual return of the company as on March 31, 2023 in Form MGT - 9 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules. 2014.and is available on the website of the company at www.wipltd.iu

33. RELATED PARTY TRANSACTIONS

All transactions with related parties during the financial year 2023-24 were reviewed and approved by the audit committee and are in accordance with the policy on dealing with materiality of related party transactions and the Related Party Frame work, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted arc audited and a statement giving details of all related party transactions is placed before the audit committee for their approval on a quarterly basis.

All contracts/arrangements/transactions entered into by the company during the year under review with related parties were in the ordinary course of business and on arm?s length basis in terms of provisions of the Act.

There are no materially significant related party transactions that may have potential conflict with interest of the company at large. There were no transactions of the company with any person or entity belonging to the promoter / promoter(s) group which individually holds 10% or more shareholding in the company.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 29 to the Standalone Financial Statements of the Company.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company?s social initiatives empower society at large and provide a holistic growth platform. The Company believes that Corporate Social Responsibility (CSR) projects undertaken by it should be sustainable with the long-term purpose of improving the quality of livelihood of the less privileged. The funds on CSR projects/ activities are spent very carefully to ensure that the desired objectives arc achieved. CSR activities has been segregated as to have a reach in different areas such as promoting education, improving health care, sustainability, rural development.

The Board of Directors of the company has approved a Corporate Social Responsibility (CSR) Policy based on the recommendation of the CSR Committee. The brief outline of the CSR policy of the Company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure - 5 . The terms of reference of the Corporate Social Responsibility Committee, number and dates of meeting held, composition and attendance of the members during the financial year ended 31** March, 2024 arc given separately in Corporate Governance Report.

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our employees are our key strength, which lias led us to achieve the results and various milestones in our organization's journey. The company believes that attracting, developing and retaining talent is crucial to organizational success. The company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with WIP.

The company is constantly engaged in building employee competence in all areas of the business. The behavioral and functional competency frame work is being institutionalized, with due focus on developing leadership capability; technical and functional expertise; and research capabilities of employees to develop in-house products with impeccable safety, quality and reliability standards. Several management development tools are being practiced for competency building amongst all levels of employees and focused succession planning and talent pool building is in progress. Coaching and mentoring program are being imparted for employees occupying critical roles and positions. For new talent, structured and rigorous on-boarding and induction process is being followed to assure adhering to safety and quality standards from day one in the organization. Management development programs are continuously planned and executed to leadership capability of employees. The company is maintaining smooth Industrial relation and statutory compliance at all plants and offices.

36. PERFOMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance. Board committees and individual Directors pursuant to applicable provisions of the Act and the corporate governance requirements as prescribed by applicable regulations of Listing Regulations, 2015

The Board as a whole functions cohesively. The committees function well in their respective areas, and the recommendations of the Committees are considered and have been accepted by the Board. The Directors bring to the table their knowledge and experience. Independent Directors are rated high in understanding your Company's business and expressing their views freely during deliberations. Executive Directors are action-oriented and good in implementing Board decisions. The Chairman leads the Board effectively and encourages active participation and contribution from all the members.

The performance of the Board was evaluated after seeking inputs from all the Directors present in the meeting based on criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The Nomination and Remuneration Committee had evaluated the performance of individual Directors based on criteria such as contribution of the individual Director of the Board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of Independent Directors was carried out by the entire Board. A meeting of the Independent Director for the year 2023-2024 was held on I2^lb February, 2024 to review the performance of the Non-independent Directors, tile Board as a whole and the chairman on the Parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. The same were discussed in the Board meeting that followed the meeting of the Independent Direc tors, at which the performanc e of the Board, its committees, and individual Directors were also discussed. The Directors expressed their satisfaction with the evaluation process.

37. AUDITORS AND AUDITORS REPORT Statutory Auditors

The Hoard of directors reappointed M/s. Sankar A Moorthy. Chartered Accountants (Firm Registration No. 003575S) for a second term of 5(Five) years from the conclusion of the 77th Annual General Meeting till the conclusion of 82nd Annual General Meeting to be held in the year 2027.

Statutory Audit Report

The M/s. Sankar & Moorthy, Chartered Accountants (Firm Registration No. 003575S) has issued an unmodified opinion on the Financial Statements, botli standalone and consolidated for the financial year ended March 31. 2024. The said Auditors' Report(s) for the financial year ended March 31, 2024 on the financial statements of the Company forms part of this annual report.

Internal Auditor

Pursuant to the provisions of Section 139 of The Companies Act. 2013 and The Companies (Accounts) Rules, 2014, during the year under review the internal audit of the functions and activities of the company was undertaken on quarterly basis by M/s Varma A Varma. Chartered Accountants.

There were no adverse remarks or qualification on accounts of the company from the internal auditors.

Secretarial Auditors

The secretarial audit for the year 2023-24 was undertaken by Shri Sandoep Kumar S. Practicing Company Secretary, the secretarial auditor of the company.

The secretarial audit report for the financial year ended March 31, 2024 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations records of the company is annexed herewith as “Annexure l^!\

The Hoard of directors, on the recommendation of the audit committee, has re-appointed Shri Sandeep Kumar S, Practicing Company Secretary, Ernakulam to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed their eligibility for the reappointment.

Secretarial Audit Report

The Secretarial Auditors has confirmed that the company has complied with the provisions of applicable Act. rules, etc and made following observations and the company's reply is as follows:

i. The entire shareholding of Promoters and Promoter Groups are not in dematerialised form.

The company had requested several times to the shareholders coming under the promoter group for demating the shares and some of them are in the process of dematerialization. During the financial year 287280 shares were dematerialized and efforts arc being made to dematerialize the remaining physical shares. Some of the shareholders under the promoter group had expired and the transmissions of shares have not yet taken place.

ii. Updation of charges maintained by the Ministry of Corporate Affairs

These relate to loans which were fully repaid more than 20 years ago. Most of the lenders are no longer in existence. It is presumed that all relevant forms were filed at the relevant time. The audited Balance sheet docs not show any such loan outstanding.

38. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and out go stipulated under Section I34(3)(m) of The Companies Act, 2013 read with Rule,8 of The Companies (Accounts) Rules, 2014. is annexed here with as “Annexure 3".

39. STATEMENT OF MANAGEMENT?S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company's Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment?s and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the directors of the holding company, as aforesaid. In preparing the consolidated financial statements, the respective Board of directors of the companies included in the group are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the group or to cease operations, or has no realistic alternative but to do so. Those respective Boards of directors of the companies included in the group arc also responsible for overseeing the financial reporting process of the group.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and its businesses is given in the management discussion and analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015.

41. DIRECTOR?S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of The Companies Act. 2013 the Board of Directors hereby confirms that:

i. In the preparation of the annual accounts of the company for the year ended March 31, 2024. the applicable accounting standards had been followed and there are no departures:

ii. Accounting policies have been selected and applied consistently and judgments and estimates made that arc reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year March 31. 2024 and of the profit of the company for that year ended on that date:

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and detecting fraud and other irregularities;

iv. Annual accounts for the year ended March 31. 2024 have been prepared on a going concern basis.

v. Internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

42. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

43. MAINTENANCE OF COST RECORDS:

The company is not required to maintain cost accounting records as per Section 148( 1) of The Companies Act, 2013 for this accounting year.

44. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated code of practices and procedures for fair disclosure of unpublished price sensitive information (“Fair Disclosure Code") for fair disclosure of events and occurrences that could impact price discovery in the market for the company?s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the company at www.wipltd.in

45. PREVENTION OF INSIDER TRADING

The Board lias formulated code of conduct for regulating, monitoring and reporting of trading of shares by insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the company and cautioning them on consequences of non-compliances.

46. CEO/CFO CERTIFICATION

As required Regulation 17(H) read with Schedule II of the SF.BI (Listing Obligations and Disclosure Requirements) Regulations. 2015, the CEO/CFO certification is attached with the annual report.

47. COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIACICSr) SECRETARIAL STANDARDS:

The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.

No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

a. Details relating to deposit and unclaimed deposits or interest thereon

b. Issue of equity shares with differential rights as to dividend or voting

c. Issue of shares (including sweat equity shares) and Employees stock option Scheme of the Company under any scheme

d. None of the managerial personnel, ie. Managing Director of the Company is in receipt of remuneration / commission from subsidiary Companies of the Company.

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company?s operation in future.

48. CAUTIONARY STATEMENTS:

Certain statements in the "Director?s Report & Management discussion and Analysis” describing the Company?s views about the Industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Company?s operations may inter alia affect with the supply and demand situation, input prices and their availability, changes in Government regulations, taxes, exchange fluctuations and other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.

49. APPRECIATION & ACKNOWLEDGEMENT

The Board of directors? place on record sincere gratitude and appreciation lor all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.