KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes...<< Prices as on Feb 03, 2026 - 3:59PM >>  ABB India 5667  [ 3.78% ]  ACC 1670.1  [ 2.09% ]  Ambuja Cements 527.5  [ 3.30% ]  Asian Paints 2430  [ 1.20% ]  Axis Bank 1356  [ 2.89% ]  Bajaj Auto 9595.5  [ 1.07% ]  Bank of Baroda 285.2  [ 2.72% ]  Bharti Airtel 1993.85  [ 1.44% ]  Bharat Heavy 267.8  [ 3.78% ]  Bharat Petroleum 372.2  [ 1.51% ]  Britannia Industries 5875  [ -0.17% ]  Cipla 1324  [ 0.93% ]  Coal India 430.45  [ 1.73% ]  Colgate Palm 2140.3  [ 0.54% ]  Dabur India 500.1  [ 0.25% ]  DLF 649.8  [ 3.64% ]  Dr. Reddy's Labs 1232  [ 4.20% ]  GAIL (India) 163  [ 1.65% ]  Grasim Industries 2815.15  [ 1.44% ]  HCL Technologies 1690.25  [ 0.84% ]  HDFC Bank 947.55  [ 2.18% ]  Hero MotoCorp 5779.3  [ 2.79% ]  Hindustan Unilever 2371.6  [ 0.67% ]  Hindalco Industries 953.95  [ 2.34% ]  ICICI Bank 1389.3  [ 2.74% ]  Indian Hotels Co. 680  [ 2.38% ]  IndusInd Bank 921.95  [ 1.39% ]  Infosys 1655.1  [ 1.60% ]  ITC 316.85  [ 0.65% ]  Jindal Steel 1148.4  [ 2.13% ]  Kotak Mahindra Bank 416  [ 1.91% ]  L&T 4038  [ 2.96% ]  Lupin 2187.15  [ 2.75% ]  Mahi. & Mahi 3530  [ 1.93% ]  Maruti Suzuki India 14739.1  [ 2.45% ]  MTNL 31.96  [ 2.57% ]  Nestle India 1308.8  [ 0.09% ]  NIIT 78.15  [ 1.92% ]  NMDC 81.48  [ -0.15% ]  NTPC 357.95  [ 2.15% ]  ONGC 256.65  [ 1.04% ]  Punj. NationlBak 123.75  [ 1.39% ]  Power Grid Corpo 283.25  [ 4.85% ]  Reliance Industries 1437.5  [ 3.41% ]  SBI 1062  [ 3.26% ]  Vedanta 675.8  [ 2.24% ]  Shipping Corpn. 221  [ 2.15% ]  Sun Pharmaceutical 1704.3  [ 4.63% ]  Tata Chemicals 724  [ -0.30% ]  Tata Consumer Produc 1150  [ 2.19% ]  Tata Motors Passenge 372.5  [ 2.65% ]  Tata Steel 193.1  [ 2.39% ]  Tata Power Co. 364.2  [ 1.52% ]  Tata Consultancy 3216.9  [ 1.50% ]  Tech Mahindra 1714  [ -0.57% ]  UltraTech Cement 12581.05  [ 0.39% ]  United Spirits 1366.5  [ 1.53% ]  Wipro 242.8  [ 0.25% ]  Zee Entertainment En 82.73  [ 1.70% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

THE WESTERN INDIA PLYWOOD LTD.

03 February 2026 | 03:44

Industry >> Plywood/Laminates

Select Another Company

ISIN No INE215F01023 BSE Code / NSE Code / Book Value (Rs.) 52.84 Face Value 10.00
Bookclosure 18/09/2025 52Week High 221 EPS 3.30 P/E 45.49
Market Cap. 127.34 Cr. 52Week Low 133 P/BV / Div Yield (%) 2.84 / 0.80 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Board of directors have pleasure in presenting the 80th Annual report on the business and operations
of the company, together with the audited accounts for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The company's performance for the financial year ended March 31st, 2025 is summarized below.

PARTICULARS

Financial year ended

31.03.2025

31.03.2024

Revenue from Operations

11460

10769

Other Income

64

54

Total income

11524

10823

PBIDT

731

802

PBDT

625

684

Depreciation

162

147

Profit Before Tax

463

537

Taxes

134

155

Profit After Tax

329

382

Dividend

1 2%

12%

RESULTS OF OPERATIONS

The Highlights of the Company's performance (Standalone) for the year ended March 31,2025
are as under:

• During the financial year ended on March 31, 2025 the company achieved turnover of Rs.
11460 Lakhs as against turnover of Rs. 10769/- Lakhs achieved during the previous year,
which is an increase in turnover by Rs. 691/- lakhs.

• The Profit before Tax (PBT) for the financial year 2024-25 is Rs. 463 Lakhs against Rs. 537
Lakhs in the year 2023-24.

• The net worth of the company stands at Rs. 5370 Lakhs at the end of financial year 2024-25
as compared to Rs. 5120 Lakhs at the end of financial year 2023-24.

2. DIVIDEND

The Board of directors at their meeting held on May 26, 2025 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, 2025. 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 2024-25 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 a part of this annual report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The Company has 1 wholly owned subsidiary and 3 fellow subsidiaries as on March 31, 2025.

9. FINANCIAL PERFORMANCE OF COMPANY'S SUBSIDARIES

A list of body corporates which are subsidiaries and joint ventures 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 Rule 5 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
secretarial.westernply@gmail.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, 2025 was Rs. 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 SEBI (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 & SHARE APPLICATION MONEY TO
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no unclaimed dividend to be transferred to IEPF during the financial year 2024-25.

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 IEPF 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 no equity shares are transferred to IEPF.

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
2024- 25.

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.

Mr T Balakrishnan, Smt Pushya Sitaraman and Smt Radha Unni retired after completing two
terms as Independent Directors. The Board placed on record the valuable contribution and
advise given by them during their period of directorship.

The present Board consists of Shri P H Kurian as chairman, Smt Sreedevi Pillai, Mr P I Sheik
Pareeth, Shri Harikrishnan R (Nominee Director) and Shri Thiruvengadam Parthasarathi as
director. Shri P K Mayan Mohamed is the present managing director. Shri P H Kurian, Smt
Sreedevi Pillai and Mr P I Sheik Pareeth 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.

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

The Board of directors of the company met 4 times during the financial year 2024-25 on
29.05.2024, 12.08.2024,13.11.2024 & 13.02.2025.

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 13, 2025, 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, 2025. 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

The 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 Board of directors (SS-1), 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 (SS-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 are 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 26th September, 2023 have reappointed Mr. P K Mayan Mohamed
as Managing Director of the Company for a period of three years with effect from 13.08.2023
and Mr P H Kurian, Mr Sheik Pareeth and Ms Sreedevi Pillai has been appointed as
Independent Directors and Mr Harikrishnan R is appointed as Nominee Director by KSIDC
in place of Prasanth Raghunathan of the Company w.e.f 26.09.2024 for a period of 5 year.

Mr. Thiruvengadam Parthasarathi retires by rotation and being eligible, offers himself for
re- appointment. A resolution seeking Shareholder's approval for his reappointment along
with other required details forms part 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 16(1)(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
on 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 are not liable to retire by rotation.

Mr. Thiruvengadam Parthasarathi retires by rotation and being eligible, offers himself for
re- appointment.

b. Key Managerial Personnel

The key managerial personnel of the company as on March 31, 2025 are:

Sl. No

Name

Designation

1

P K Mayan Mohammed

Managing Director

2

R Balakrishnan

CFO & Company Secretary

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 does 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 to 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, fiance, taxation, law, governance and general .

30. BOARD EVALUATION

In terms of the provisions of Section 134(3)(p) of The Companies Act, 2013 and
Regulation17(10) of the SEBI (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 are 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 SEBI (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, 2024 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.in

33. RELATED PARTY TRANSACTIONS

All transactions with related parties during the financial year 2024-25 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 repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted are 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(s)/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. Form
AOC-2 pursuant to Section 134(3)(h) of The Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is set out in the "Annexure A" to this report.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company's social initiatives empower society at a 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 are 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 31st March, 2025 are given separately in
Corporate Governance Report.

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our employees are our key strength, which has 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 2024-2025 was held on 13th February,
2025 to review the performance of the Non-independent Directors, the 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
Directors, at which the performance 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 Annual General Meeting held on 29.09.2022 reappointed M/s. Sankar & 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, both standalone and
consolidated for the financial year ended March 31, 2025. The said Auditors' Report(s) for
the financial year ended March 31, 2025 on the financial statements of the Company forms
part of this annual report.

Internal Auditor

Pursuant to the provisions of Section139 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 & 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 2024-25 was undertaken by Shri Sandeep Kumar S,
Practicing Company Secretary, the secretarial auditor of the company.

The Board of directors, on the recommendation of the audit committee, has recommended
the appointment of M/s Gopimohan Satheeshan and Associates LLP as Secretarial Auditors
for a period of 5 years subject to the approval of the shareholders in the forthcoming Annual
General Meeting.

The secretarial audit report for the financial year ended March 31,2025 under the Act, read
with Rules made thereunder and Regulation 24A of the Listing Regulations records of the
company is annexed herewith as "Annexure 1".

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. 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 does not show any such loan outstanding.

38. ENERGYCONSERVATION, 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 134(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 OFMANAGEMENT'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
are 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, 2025, 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 are 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, 2025
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, 2025 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 has 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(8) read with Schedule II of the SEBI (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 INDIA ("ICSI")
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 for 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.

on behalf of the Board of Directors

Kannur P H Kurian

13.08.2025 Chairman