Welterman International Ltd

Dear Members,

The Board of Directors have pleasure to present the Company's 32^nd Annual Report and the Company's Audited Financial Statements for the Financial Year ended 31^stMarch, 2024.

1. The State of Affairs of the Company Financial Highlights/Summary:

2. Financial Performance:

During Financial Year 2023-24, total income of the Company was Rs. 20.43 Lakhs as compared to Rs. 84.45 Lakhs in Financial Year 2022-23 and net loss of Rs. (13.28) lakhs during the Financial Year 2023-24 as against Rs. (29.98) lakhs in the previous Financial Year 2022-23.

3. Dividend:

In view of accumulated losses, your Directors do not recommend any dividend for the financial year ended on 31^stMarch, 2024.

4. Transfer of amount to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed amount to be transferred to Investor Education & Protection Fund (IEPF) during the year under review pursuant to provisions of Section 125 of the Companies Act, 2013 (‘the Act') and accordingly no amount is transferred to IEPF.

5. Transfer to General Reserve:

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves during the year under review.

6. Information about Subsidiary, Joint Venture or Associates:

The Company has neither any Subsidiary, Joint Venture nor Associate Company nor any other Company has become or ceased to be Subsidiary, Joint Venture or Associate Company of the Company during the year under review.

7. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act, 2013, the Board of Directors of the Company confirms that:

i. Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts; ii. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the Profit & Loss of the Company for the period; iii. Your Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. Your Directors have prepared the annual accounts on a going concern basis. v. Your Directors have laid down internal financial controls which are adequate & effectively operational. vi. Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and effectively operational.

8. Directors and Key Managerial Personnel:

During the year under review:

- Mr. Nikhil Goswami, Company Secretary and Compliance Officer of the Company resigned w.e.f. 31^st October, 2023 and Ms. Juhi Agrawal was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 1^stNovember, 2023.

- Ms. Juhi Agrawal, Company Secretary and Compliance Officer of the Company resigned w.e.f. 11^th March, 2024 and Ms. Rucha Pathak was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 12^th March, 2024.

- Mrs. Huma Madani, Director (DIN: 07964833) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

9. Deposits:

The Company has neither accepted nor renewed any Deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 during the Year under review.

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration that they meet criteria of independence as provided under Section 149(6) of the Act.

Your Directors are of the opinion that Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

11. Performance Evaluation:

Pursuant to the provisions of the Act, and LODR, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its requisite Committees. The evaluation has been carried out with a well-structured questionnaires taking into consideration various aspects and roles of the Board and its Committees. The Board of Directors expressed its satisfaction with the evaluation process.

12. Voluntary Revision of Financial Statements or Board's Report

Since the Company has not made any voluntary revision of Financial Statements or Board's Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported .

The Company has formulated a policy to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through Board Meetings. The details of such familiarization programs are disclosed in the website of the Company (www.welterman.com).

The Board, on the recommendation of the Nomination and Remuneration Committee has framed a Policy in relation to remuneration of Directors. The Policy also lays down the criteria for determining qualifications, positive attributes and independence of a Director and also framed a Remuneration Policy as provided under Section 178 of the Act. The detailed Nomination and Remuneration Policy is disclosed on the website of the Company and web link for the same is http://welterman.com/pdf/governance/company%20policies%20and%20codes/NOMINATION%20&%2 0REMUNERATION%20POLICY.pdf

During the year under review, 7 (Seven) Meetings of the Board of Directors were held on 25^th May, 2023, 11^th August, 2023, 28^th August, 2023, 1^st November, 2023, 6^th November, 2023, 8^th February, 2024 and 12^th March, 2024. The gap between any two Board Meetings did not exceed 120 days. The attendance record of the Directors at the Board Meetings is as under:-

The Audit Committee met 4 (Four) times during the year under review on 25^th May, 2023, 11^th August, 2023, 6^th November, 2023 and 8^th February, 2024. Scope of the Committee includes matters referred in section 177 of the Act and regulation 18 read with part C of Schedule II of SEBI (LODR) Regulations, 2015.The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors and Compliance of various regulations. The Committee reviews the financial statements/financial results and approves the same before they are placed before the Board. Below given table provides the attendance of the Audit Committee members:

The Nomination and Remuneration Committee met 3 (Three) times during the year under review on 25^th May, 2023, 1^st November, 2023 and 12^th March, 2024. Below given table provides the attendance of the Nomination and Remuneration Committee members:

The Stakeholders Relationship Committee met 4 (four) times during the year under review on 25^th May, 2023, 11^th August, 2023, 6^th November, 2023 and 8^th February, 2024. Below given table provides the attendance of the Stakeholders Relationship Committee members:

During the year under review, 1 (one) Separate Independent Directors' meeting was held on 8^th March, 2024. Below given table provides the attendance of the meeting of Separate Independent Directors:

In accordance with Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22(1) of LODR, the Company has formulated a Vigil Mechanism for Directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee.

During the year, there being no related party transactions within the meaning of Section 188 of the Act, no disclosure as contemplated in Form AOC-2 is made.

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year ended 31^st March, 2024 to which the Financial Statements relates and the date of signing of this report.

The Management has put in place adequate and effective Policy and manpower for the purposes of Risk Management. The Company has a system based approach to business risk management backed by strong internal control systems. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

21. Corporate Social Responsibility:

The Company does not fall in any of the criteria of Section 135(1) of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

The particulars as required under the provisions of Section 134(3)(m) of the Act, read with rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed as "Annexure-C" and forms part of this Report.

In view of Paid up Equity Capital and Net worth of the Company, being lesser than Rs. 10 Crores and Rs. 25 Crores respectively, Corporate Governance Report as prescribed in clause C of Schedule V to LODR is not included in terms of Regulation 15(2) of LODR.

There was no employee drawing remuneration of Rs. 1,02,00,000 or more per annum or Rs. 8,50,000 per month for any part of the year or more including any director. Hence no particulars have been furnished as contemplated under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the FY 2023-24, your Company has neither given any loans/advances nor any guarantees nor securities nor made any investments within the meaning of the provisions of Section 186 of the Act.

26. Auditors:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, have been appointed as Statutory Auditors of the Company from the conclusion of the 30th Annual General Meeting held on 26^th September, 2022, to hold office up to the conclusion of 35th Annual General Meeting to be held in 2027.

The Company has appointed M/s. Jwalant Shah & Co., Chartered Accountants, Vadodara, as an Internal Auditor of the Company to carry out the Internal Audit of various operational areas of the Company for the Financial Year 2024-25.

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara as Secretarial Auditors of the Company. The Secretarial Audit Report in the prescribed format of MR-3 is annexed as "Annexure -A"to this Report.

System of adequate Internal Financial Controls with reference to the Financial Statements is already in place.

In terms of Schedule V of LODR, the Management Discussion and Analysis Report is annexed herewith as "Annexure -B".

29. Share Capital:

During the year under review, there was no change in share capital and accordingly the paid up Equity Share Capital of your Company was Rs. 4,44,13,000/- (Rupees Four crores Forty Four lakhs Thirteen thousand) as at 31^stMarch, 2024.

The Company in view of lesser than 10 employees was not required to constitute Internal Complaint Committee under POSH Act. However the Company has zero tolerance towards Sexual Harassment of women at Work Place. Further there were no complaints received by the Company during the year under the review.

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks have been adequately insured.

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to any member on request.

There has been no instances of fraud reported either by the Statutory Auditors or the Secretarial Auditor under section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

No significant or material order was passed by any regulator, court or tribunal impacting the going concern status or Company's operations in future during the year under review.

The Company has an adequate system of internal controls in place. It has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well. Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards as well as reasons for changes in accounting policies and practices, if any.

In terms of Clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings of Board of Directors effective from 01.10.2017), your Directors state that the Company has been compliant of applicable secretarial standards during the year under review.

During the Year under review, the Company was not required to maintain Cost Records in terms of Section 148(i) of the Act read with the Companies (Cost Records and Audit) Rules, 2014. 39. Cost Auditors:

The Company is not required to appoint the cost auditor as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly the Company has not appointed the cost auditor.

There was no change in the nature of business during the year under review.

The Company has placed a copy of the annual return pursuant to Section 92 and 134 of the Act read with rules framed thereunder on its website and the same is available on www.welterman.com.

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

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

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Any remuneration or commission to any Director from the Company and the Company does not have any Subsidiary/Holding company.

4. Buy-back of shares or under Section 67(3).

5. Application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. Settlements with banks or financial institutions.

Your Directors place on record their sincere thanks to Government, Customers, Vendors, Bankers and Employees at all levels during the year. Your Directors also gratefully acknowledge the support of the shareholders and confidence reposed on your Company.