Your Directors' have pleasure in presenting the
44^th Annual Report of Wendt (India) Limited (hereinafter
referred to as 'the Company') together with the Audited
Financial Statements for the year ended 31^st March 2026.
The Management Discussion & Analysis Report which is
required to be furnished as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as 'the Listing Regulations') has been included
in this Report to avoid duplication and overlap.

ECONOMIC OVERVIEW

The global economy has demonstrated resilience despite
evolving trade dynamics and policy uncertainties, although
growth is expected to moderate in the near term. While
advanced economies remain relatively stable, emerging
markets continue to show divergent growth trends.
Geopolitical developments and financial market volatility
continue to pose downside risks. Coordinated global efforts
to improve trade conditions, ease financing constraints,
and address climate risks, along with domestic structural
reforms, will be important to support investment, sustain
growth and promote employment generation.

Against this backdrop, the Indian economy continues
to exhibit relative strength. India's macroeconomic
performance has remained robust in the recent period,
supported by resilient domestic demand, stable financial
systems, and continued policy support. Growth was strong
in the first quarter and further improved in the subsequent
quarters. The central bank cut interest rates aggressively
and loosened liquidity conditions. Macroprudential
measures put in place in 2023 were relaxed since the
underlying conditions have changed. The Government
announced significant tax breaks for households in the
budget for fiscal year 2026 (FY26) in February 2026. India
received credit rating upgrades from the credit rating
agencies in 2025, starting with Morningstar DBRS in May
2025, followed by S&P in August 2025 and Rating and
Investment Information, Inc. (R&I) in September 2025.

During the year, monetary policy remained accommodative
with calibrated liquidity measures, while fiscal policy
continued on a consolidation path. The Government has
undertaken various reforms and policy initiatives, including
rationalisation measures under the GST framework, steps
towards enhancing private sector participation in certain

sectors, and ongoing efforts to improve the ease of doing
business.

India continues to maintain a strong growth trajectory
supported by domestic consumption, investment activity,
and structural reforms. However, the economy remains
exposed to global developments, including commodity
price volatility, external demand conditions, and capital
flow movements.

The Indian Rupee witnessed volatility during the year,
reflecting global macroeconomic conditions weighed down
by the impact of the Middle East conflict and capital flow
dynamics. External dependencies, particularly in energy
imports, may continue to influence inflation and currency
movements.

India entered 2026 on a relatively strong footing with
estimated GDP growth in FY26 at 7.6%, private consumption
growth at 7.0% and March 2026 CPI inflation at 3.4%.

Looking ahead, while India's growth outlook remains
positive relative to global peers, the evolving global
environment, including geopolitical developments
and commodity market trends, could impact growth
momentum.

The demand for Super Abrasives products is closely linked to
the level of industrial production. Super Abrasives are used
to manufacture long-lasting, expensive items like auto and
aircraft parts, demand for which is highly cyclical. Diamond
and Cubic Boron Nitride (CBN) Super Abrasives products
are used extensively in the aerospace industry and other
industrial applications where price considerations are less
significant as they incur high initial costs. They are used
in the machining of materials such as nickel, cast iron and
cobalt-based super alloys, where precision in machining
operations is of prime importance.

The increasing complexity of Super Abrasives technology,
especially in high-performance applications, along with the
high initial investment required, creates significant entry
barriers for small and medium-sized enterprises. While
global industry leaders are able to invest heavily in research
and development, most unorganised players lack access
to such resources. This limits their ability to compete in
developing technologically advanced products.

The Company being a total Grinding Solution provider,
innovation is at the core of the Company's products and
processes. As such majority of our products are customised
to fulfil the customer's requirements.

The Company is a preferred supplier for many of the
automobile, auto component, engineering, aerospace,
defence, ceramics customers for their Super Abrasives
Tooling solutions, Grinding & Honing Machines and
Precision Components. A major contribution to the
Company's revenues comes from these industries.

Key Financial Highlights

During the year the Company recorded a sales of Rs. 20652
lakhs, lower by 3% over the previous year, primarily due to
degrowth in machine business owing to delays in obtaining
customer clearance for the dispatch of certain machines.

Super Abrasives Business

The Super Abrasives business comprising Diamond/CBN
Grinding Wheels in various Bonding Systems, Rotary
Dressers, Stationary Dressers, Hones and Segmented
products remains the largest business vertical of the
Company. The Company continues to take several initiatives
in this segment including product development, new
customer acquisition, calibrated pricing actions, horizontal
deployment of successful applications and products,
expansion into new markets, strengthening positioning
by offering integrated, end-to-end solutions leveraging its
comprehensive product portfolio, thereby enhancing value
delivered to customers.

The Super Abrasives business achieved sales of Rs. 14763
lakhs, representing a growth of 5% over the previous year.

Domestic Super Abrasives sales grew by 9% year on
year, marking the highest ever sales for this segment.
The growth was primarily driven by increased demand
from key sectors such as auto, auto ancillaries, steel,
bearings, engineering, cutting tools etc. The performance
was supported by several continued focused initiatives
including strengthened product development, strategic

engagement with key accounts, expansion of the precision
dealers network and horizontal deployment of successful
applications. Enhanced application engineering support
to the sales team and the introduction of new products
contributed to improved market penetration and customer
acquisition.

The export Super Abrasives sales during the year was
Rs. 3646 lakhs, lower by 5% over the previous financial
year. The decline in export sales was primarily attributable
to reduced offtake from key customers in select
geographies, amidst a challenging and uncertain global
economic environment. Moderation in demand across
certain international markets, coupled with evolving
trade dynamics, impacted overall export performance.
During the year, the Company also undertook calibrated
pricing measures in certain markets to sustain volumes
and support channel partners, which had an impact on
margins. These measures have since been rationalised in
line with prevailing market conditions. In response to the
evolving market environment, the Company continues
to focus on strengthening its export business through
targeted initiatives, including expansion of its distributor
network, onboarding of industry-specific channel partners
and deeper engagement with customers across key sectors
such as glass, aerospace, and steel. The Company is also
leveraging digital platforms, technical engagements, and
participation in international exhibitions to enhance its
market presence and drive growth in identified focus
geographies.

Machines Business

Machine sales comprises sale of machines both
domestic and export, spares, service and refurbishing
of old machines. The Machines business clocked sales of
Rs. 2902 lakhs lower by 34% over the previous year. The
drop in sales was due to order finalisation and customers
deferring capital expenditure amid a challenging economic
environment. Further, delays in obtaining dispatch
clearances from certain customers impacted revenue
recognition during the year. The Company continued
to address supply chain challenges through improved
planning, advance scheduling of procurement, bulk
ordering of critical components, closer engagement
with key vendors and development of alternate vendors.
Initiatives such as advance release of machines supported
timely execution of deliveries.

During the year, the Company manufactured 43 machines.
Industry-wise machine sales were primarily driven by the
steel sector followed by cutting tools, engineering and
automotive segments. The Company executed several new
machines during the current year which was well accepted
by the customers. Going forward, the Company has devised
a strategy of moving from industry specific to application-
based machines.

Precision Products

The Precision products business clocked a sales of
Rs. 2987 lakhs, higher by 7% over the previous year, mainly
on account of higher demand for fuel pump parts.

The Company continues to focus on developing new
products for its components business as a part of its
de-risking strategy and looking at alternate opportunities
wherever possible.

Digital Marketing

The Company continues to enhance its digital presence
through periodic upgrades to its website, with improved
content, user interface, and overall user experience. The
website enables customers to access detailed product
information, view application solutions, and place orders
online, thereby improving ease of doing business. In
addition, the Company actively leverages digital platforms,
including LinkedIn and YouTube, to showcase new products,
applications, and technical capabilities, with the objective
of increasing customer engagement and market visibility.

Information Technology

On the Information Technology (IT) front, significant
progress was made in SAP automations & developments,
including master data cleansing, process standardisation,
and system optimisation across procurement, sales, and
finance functions. These initiatives are aimed at building a
scalable, integrated, and future-ready digital ecosystem to
support business growth and operational excellence.

Applications Site

• Germany - New Entity set up: During the year, the
Company implemented SAP for its newly incorporated
wholly owned subsidiary in Germany covering
Procurement, Sales, and Finance functions. This
implementation has enabled process standardisation,
automation and real-time financial visibility. The
integrated SAP modules have improved procurement
control, sales tracking, and enhanced the accuracy
of financial reporting thereby supporting better
governance, compliance and operational efficiency.

• Bill of Resources Configuration (BRC) Automation:

The Company implemented automation in SAP
for BRC (Bill of Resources Configuration), enabling
accurate and system driven Bill of Materials (BOM)
generation. The process integrates key master data,
including design inputs, material specifications, and
process parameters, to automatically generate BOMs,
routing, and component allocation. This has resulted
in significant time savings, improved accuracy, and
reduction in manual intervention.

• Automation in cutting stage confirmation: Automation
has been introduced in SAP to streamline the cutting
stage confirmation process. The system provides real
time visibility of production orders pending at the
cutting stage and enables planners to initiate requests
through defined parameters. This has eliminated
manual processes, improved coordination between
planning and outsourcing teams, and enhanced
traceability, resulting in improved operational
efficiency and reduced errors.

Infra Site

• IT Infrastructure Upgradation: During the year, the
Company upgraded its infrastructure and application
systems and consolidated them at the Chennai Data
Centre. These initiatives have improved system
reliability, data security and business continuity.

• New Server for Machine Tools Division: The Company
upgraded its engineering systems by replacing legacy
infrastructure and deploying updated platforms to
support design, manufacturing and related operations.
These enhancements have improved system
performance, data management and operational
efficiency.

• Infrastructure & Cybersecurity Enhancements: The

Company strengthened its cybersecurity framework
through system upgrades, enhanced monitoring
capabilities and implementation of advanced threat
detection and vulnerability management measures.
These initiatives have improved the Company's
resilience against cyber risks and enhanced overall IT
governance.

Exhibitions and Seminars

The Company continues to participate in various exhibitions

to showcase its products and to build rapport with

customers. The Company participated in and displayed its

products at Engimach, Gujarat where its products received
positive response from customers. Besides, the Company
also organised Technology Days and conducted technical
seminars at various customer locations to enhance
awareness and application knowledge of its products.

The Company leverages its core strengths like a complete
product range across Super Abrasives, Machine Tools and
Precision Components with access to German technology,
renowned global brand 'Wendt', strong global linkages and
deep domain knowledge. These capabilities, coupled with
continued customer patronage, support the Company's
growth initiatives and enable it to deliver enhanced value
to customers. The Company remains focused on exploring
new business opportunities in sectors like aerospace,
compressor & hydraulic, components, special inserts and
carbide industry by deploying its core competencies -
expertise, experience and knowledge in Grinding, Machines
& Super Abrasives Tools for manufacturing related Precision
Components segment.

Manufacturing

The Company continues to focus on improving operational
efficiency and optimal utilisation of resources - manpower,
materials, and machines across manufacturing and
production functions. Several initiatives have been
implemented during the year to enhance process efficiency,
productivity and product performance.

Key highlights are as follows:

• Quick Response Manufacturing (QRM): QRM

initiatives were extended beyond the manufacturing
shop floor to include manufacturing office operations
through the formation of Quick Response Office Cell
(Q-ROC). This helped streamlining of supply chain
activities, resulting in lead time reduction from
sixteen (16) days to six (6) days to improve throughput
velocity.

• Cost Optimisation (Hoshin Kanri): A focused
cost reduction approach using Hoshin Kanri A3
methodology was implemented in the Super Abrasives
division, resulting in measurable reductions in both
variable and fixed manufacturing costs. Horizontal
deployment is planned for Machine Tools and Precision
Components divisions.

• Product Standardisation: A product standardisation
programme was launched in Resin and Metal bonded
products as part of business simplification, resulting in

achieving above 90% Reliable On-time Performance of
Delivery (ROPD).

• Productivity Improvements: Significant productivity

improvements were achieved through QRM-

based process layout in Resin and Metal bonded
pressing operations, resulting in 25% productivity
improvement.

• New Product & Business Development: A

manufacturing setup for Solar Glass Grinding

Wheels was established to support new business
opportunities, with scalable capacity.

• Technology Development & Transfer: Technology
transfer and training were successfully completed
for the Machine Tools team for building Peripheral
Grinding Machines, enabling entry into new business
opportunities aligned with the Company's long-term
strategy.

• Product Differentiation: Enhanced branding
capabilities, including logos and customised
text were successfully incorporated in WENCUT
machines, improving product differentiation and
competitiveness.

• New Machine Development: A compact surface
grinding machine with profile grinding capability
for sheer knifes was introduced, adding one more
machine into non steel industry segment.

• Manufacturing Efficiency Initiatives: Various
initiatives were implemented to improve machine
manufacturing efficiency and reduce input costs,
including introduction of combi-drive systems, use
of alternate raw materials, design optimisation,
localisation of imported components, reduction in
consumables and assembly time optimisation.

• Market Diversification: Focussed efforts were made
to diversify the machine business beyond the steel
sector, including application trials across various
machine platforms targeting non-steel applications,
thereby strengthening market position and reducing
sectoral dependence.

• Sustainability Initiatives: 300 kW solar energy system
was commissioned as part of the sustainability
initiatives. Additionally, energy consumption was
reduced by 2.5% through equipment efficiency
improvements and cycle optimisation.

• TPM Initiatives: TPM - Jishu Hozen pillar was initiated
in the Precision Components division to reduce
machine breakdowns. Critical spare management
was also strengthened using Optimal Conditions
methodology.

FUTURE PROSPECTS AND OUTLOOK

The global Abrasives market is projected to grow over $62
billion by 2030, driven by industrialisation and automotive
growth. India is a high-growth market, expected to see
substantial gains in bonded and coated Abrasives by 2030,
fueled by rising demand from EV production, construction
and high-performance manufacturing.

Global Abrasives Market

The global Abrasives market is expected to witness steady
growth, with industry estimates indicating a compound
annual growth rate (CAGR) of around 5%, driven by
increasing demand from key sectors such as construction
and automotive sectors. Growth is supported by rapid
urbanisation, infrastructure development and the need for
high-precision surface finishing across industries.

Technological advancements are leading to increased
adoption of synthetic Abrasives, which are estimated
to account for approximately 66% of the market,
owing to their superior hardness and performance
characteristics. In parallel, sustainability considerations
and stricter environmental regulations are encouraging
the development of eco-friendly, low-VOC (Volatile Organic
Compound) and water-based solutions.

The Asia-Pacific region continues to dominate the global
Abrasives market, with strong growth anticipated in
countries such as China and India, supported by expanding
manufacturing activity and industrialisation.

India Abrasives Market

Indian Abrasives market is experiencing robust growth,
with industry estimates projecting the market size to
reach approximately USD 5.9 billion by 2028. This growth
is driven by increasing industrial activity, infrastructure
development and rising demand from sectors such as
automotive, construction and metal fabrication.

The evolving automotive landscape, including increased
focus on electric vehicles, is expected to drive demand
for precision Abrasives used in advanced manufacturing
processes. Government initiatives aimed at infrastructure
development and manufacturing growth are further
supporting market expansion.

The Indian Super Abrasives segment, while currently
forming a smaller proportion of the overall Abrasives
market, is witnessing faster growth compared to
conventional Abrasives. This growth is driven by increasing
demand for precision machining and advancements in
material processing technologies.

Key Trends Shaping the Future

• Eco-friendly Shift: Local manufacturers are investing
heavily in eco-friendly alternatives to comply with
tightened environmental norms.

• Rising demand for Super Abrasives: Increasing
adoption of diamond and CBN tools for ultra-precision
applications in high-technology industries.

• Automation and smart manufacturing: Integration
of smart Abrasives with IoT-enabled monitoring is
changing manufacturing processes.

• Shift towards premium products: Growing preference
for higher-performance and longer-lasting Abrasives
to reduce overall manufacturing costs.

Challenges

• Raw Material Costs: Volatile prices of raw materials
used in Abrasives manufacturing impacts cost
structures.

• Environmental Regulations: Increasingly strict
regulations regarding the use of silica and other
volatile substances.

Company Perspective & Outlook

The Company's products cater to a wide range of industries,
including Automotive, Auto Ancillaries, Engineering,
Cutting Tools, Steel, Ceramics, Refractories, Defence,
Aerospace and Construction. The Company continues to
closely monitor developments across these sectors and
align its business strategies accordingly.

The expected growth across these industries presents
significant opportunities for the Company's businesses -
Super Abrasives, Machines and Precision Components.

The growing usage of Super Abrasives products for
various medical applications such as surgical instruments,
hypodermic needles, dental implants, knee, hip and
shoulder joints creates new opportunities for the Company
to explore through technical collaboration and new
product development. Also, growing consumer electronic
segment with manufacturing facilities in India is expected
to provide a wide array of opportunities for consumption
of Super Abrasives in the coming years. The focus on

semiconductor industry which will make India a major hub
for manufacturing semiconductors is expected to be a major
growth engine. The success of addressing these sectors lies
in the technology which the Company is exploring through
necessary tie-ups and collaboration.

Amendment to Shareholders' agreement

During FY 2024-25, the Promoters at that point in time,
Carborundum Universal Limited ("CUMI") and Wendt
GmbH (now PG&F Super Abrasives GmbH), amended the
Shareholders' Agreement (SHA) on 21^st January 2025 to
facilitate a potential divestment by Wendt GmbH (now
PG&F Super Abrasives GmbH).

On 14^th May 2025, Wendt GmbH (now PG&F Super
Abrasives GmbH) was informed that the divestment would
be undertaken through an Offer for Sale ("OFS"). Wendt
GmbH (now PG&F Super Abrasives GmbH) divested its
entire 37.5% shareholding (7,50,000 equity shares) through
the OFS on 15^th and 16^th May 2025. Post the divestment,
Wendt GmbH ceased to be a shareholder and subsequently
reclassified to Public category from the Promoter category
with effect from 22^nd September 2025, in compliance with
SEBI regulations.

SUBSIDIARY COMPANIES

Wendt Grinding Technologies Limited, Thailand

The Company's wholly owned subsidiary, Wendt Grinding
Technologies Limited, Thailand, ('WGTL') recorded a sales
of Thai Baht 947 lakhs (about Rs. 2589 lakhs) which is
7% higher than last year. This is despite unprecedented
challenges and industry slowdown on account of trade
tariffs, EV impetus, geopolitical uncertainties due to
Middle east war, rising costs etc. The Subsidiary continues
to demonstrate its strong resolve and business acumen
challenging the unfavorable conditions and churning out
results on a consistent basis. During the year, WGTL's focus
on shifting to high margin product mix and working closely
with the Indian operations on establishing new products
and improvement in existing products (EPI) has yielded
good results.

The Profit Before Tax was Thai Baht 102 lakhs (about Rs. 277
lakhs), 44% higher than previous year and the Profit After
Tax was Thai Baht 81 lakhs about (about Rs. 220 lakhs), 42%
higher than previous year.

The Subsidiary will continue to focus on core business
and value-added services and increased customer/product
base along with measures to ensure OPEX, safety and cash
flow to achieve sustainable & profitable growth.

Wendt GmbH, Germany

During the year, the Company acquired technology for the
manufacture of peripheral grinding machine from Wendt
GmbH (now PG&F Super Abrasives GmbH). Pursuant to
this strategic initiative, the Company incorporated a wholly
owned subsidiary, Wendt GmbH, in Tonisvorst, Germany, on
8^th July 2025 with an initial share capital of 0.55 million Euros
(Rs. 546 lakhs). The primary objective of this subsidiary is
to facilitate the distribution, sale and after sales service of
Super Abrasives grinding wheels and peripheral grinding
machines across European Markets. Subsequently, on 17^th
December 2025, the Company infused an additional capital
of 1.10 million Euros (Rs. 1181 lakhs) into the Subsidiary.

During the financial year, the subsidiary recorded a sales of
0.51 million Euros (Rs. 522 lakhs) and a loss of 0.98 million
Euros (Rs. 1008 lakhs) attributable to initial establishment
costs, market development activities and scale-up of
operations.

KEY CONSOLIDATED FINANCIAL SUMMARY

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for the financial year 2025-26 are prepared in compliance
with the applicable provisions of the Companies Act,
2013, Accounting Standards as prescribed by Regulation
33 of the Listing Regulations. The Consolidated Financial
Statements have been prepared based on the audited
financial statements of the Company and its subsidiaries,
as approved by their respective Board of Directors.

Pursuant to provisions of Section 136 of the Companies
Act, 2013, the Financial Statements of the Company, the
Consolidated Financial Statements along with the relevant
documents and the Auditors' Report thereon form part of

this Annual Report. A statement of summarised financials
of the Company's wholly owned subsidiary in form
AOC-1 forms part of the Annual Report. The audited annual
accounts and related information of the subsidiaries are
available on our website www.wendtindia.com.

DIVIDEND

Considering the past dividend pay-out ratio, the current
year's operating profit, the future operations & capital
expenditure, the Board has recommended a final dividend
of Rs. 10/- per equity share of Rs. 10/- each for the year
ended 31^st March 2026. Besides, an interim dividend at
the rate of Rs. 20/- per equity share of Rs. 10/- each was
declared on 21^st January 2026 and paid on 18^th February
2026. This aggregates to a total dividend of Rs. 30/- per
equity share of face value of Rs. 10/- each.

The Company has adopted the Dividend Distribution
Policy as approved by the Board in line with the Listing
Regulations and the same is available on the Company's
websitehttps://wendtindia.com/wp-content/themes/
wendtindia/pdf/dividend-distribution-policy.pdf

The objective of this policy is to establish the parameters to
be considered by the Board of Directors of your Company
before declaring or recommending dividend.

The interim dividend paid and the proposed final dividend
for the year ended 31^st March 2026 are in line with this
policy.

TRANSFER TO RESERVES

The Company transferred Rs. 228 lakhs to the General
Reserve. An amount of Rs. 15,302 lakhs is retained in the
Statement of Profit & Loss.

APPROPRIATIONS (Rs.in Lakhs)

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR Philosophy and Approach

The Company believes that social responsibility is not
merely a statutory obligation, but a meaningful opportunity
to create a positive and lasting difference in society. In line
with this philosophy, all CSR initiatives of the Company are
directed towards fostering inclusive growth and sustainable
development within the communities in and around its
areas of operation.

Grounded in ethical business practices, the Company's
CSR framework is designed to support socio-economic
development while delivering tangible benefits to local
communities. As a proud member of the Murugappa
Group, the Company continues to uphold the Group's long¬
standing tradition of philanthropy by earmarking a portion
of its profits for social welfare activities. The Group's core
CSR ethos places particular emphasis on the domains of
education and healthcare, delivered through targeted,
service-oriented institutions.

During the financial year under review, the Company
continued to discharge its corporate social responsibilities
by undertaking various development initiatives focused on
education and healthcare in its operational areas.

The Company supported Government schools in and
around its plant location in Hosur by improving educational
infrastructure through the provision of safe drinking
water facilities, construction of classrooms & washrooms,
provisioning of furnitures and installation of safety grills.
These interventions aimed at enhancing hygiene, safety
and overall learning outcomes for students.

Further, the Company extended its CSR support to
strengthen public healthcare facilities by constructing
compound walls at the Bagalur Public Healthcare Centre
and providing critical medical infrastructure such as UPS
systems, batteries, racks, interlinks and refrigeration
equipment at the Begapalli Public Healthcare Centre.
These initiatives were undertaken to improve the reliability
of healthcare services and accessibility for the local
community.

The Board acknowledges the positive impact of these CSR
initiatives and reaffirms its commitment to sustainable and
inclusive community development.

The Company remains steadfast in its commitment to
contributing to the well-being of the communities it
serves and will continue to pursue initiatives that promote
long-term, sustainable societal impact.

Environmental and Social Engagement

In support of environmental sustainability, the Company
regularly distributes and plants tree saplings within
surrounding communities. Additionally, employees are
encouraged to actively participate in social outreach
programmes such as:

• Blood donation camps;

• Road safety awareness campaigns;

• Volunteering as traffic wardens in coordination with
the Hosur Traffic Police.

Governance and Compliance

In accordance with the Companies Act, 2013, the Company
formulated and executed an annual CSR Action Plan, duly
approved by the Board of Directors. During the financial
year 2025-26, the Company spent Rs. 103.26 lakhs on CSR
activities. As of the end of the year, no CSR amount remains
unspent.

In accordance with requirements of the Companies Act,
2013, the Company has a CSR policy incorporating the
requirements therein which is also available on Company's
website at the following link https://wendtindia.com/wp-
content/themes/wendtindia/pdf/csrpolicy.pdf

The Annual Report on CSR activities in the prescribed
format is annexed herewith as Annexure C.

TRANSFER TO THE INVESTOR EDUCATION & PROTECTION
FUND (IEPF)

In terms of Section 124 (5) of the Companies Act, 2013, an
amount of Rs. 2,77,410 being unclaimed dividend during
the year, pertaining to the Final dividend for the FY 2017¬
18 (Rs. 1,27,605) and the Interim Dividend of FY 2018-19
(Rs. 1,49,805) was transferred to IEPF Authority after
sending due reminders to the shareholders.

FIXED DEPOSITS LOANS AND INVESTMENTS

During the year under review, the Company has not
accepted any fixed deposits from the public falling under
Chapter V of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014. As on the Balance Sheet of March
31, 2026, there were no deposits which were unpaid
or unclaimed are due for repayment. Hence, there has
been no default in repayment of deposits or payment of
interest thereon. Further, during the year under review, the
Company has not accepted any deposits which are not in
compliance with the requirements of Chapter V of the Act.

Particulars of Loans, Guarantees and Investments covered
under section 186 of the Companies Act, 2013 are given
below. There were no loans or guarantees covered under
section 186 granted during the year.

*The investments of Rs. 1727 lakhs represent the capital infusion
for setting up wholly owned subsidiary, Wendt GmbH in Germany.

Current Investments: Investments in Mutual Funds as on
31.03.2026 was Rs. 4075 Lakhs.

KEY RATIOS

The decrease in margin ratios such as Operating Profit,
EBITDA, PBIT and Net Profit to Net Sales is primarily
attributable to reduced profitability compared to the
previous year. Consequently, Return on Capital Employed
(ROCE) and Return on Equity (ROE) have also declined due
to lower profit during the year.

QUALITY

Quality being the uncompromised differentiator, the
Company aims to ensure that product quality is built
by deploying and embracing effective quality control
management, process robustness, quality assurance and
discipline at every stage of material flow.

Key quality initiatives undertaken during the year are as
follows:

Focus on Zero-Defect Manufacturing

• Implemented enhanced in-process inspection systems
and poka-yoke (error-proofing) mechanisms during
the mass production phase of the New Product
Development project CB28 aimed at minimising
defects and improving process reliability.

Customer Quality Enhancement

• Strengthened the customer feedback loop through
periodic reviews and faster complaint resolution
mechanisms by introducing a dedicated Quality
Assurance Manager to enhance responsiveness and
accountability.

• Active engagement with key customers through
visits to their facilities to better understand specific
requirements and expectations, enabling effective
resolution and prevention of recurring quality issues.

Process Capability & Continuous Improvement

• I mproved the packing process by transitioning from
manual to semi-automatic methods, resulting in
enhanced productivity and improved packing quality.

Training & Competency Development

• Conducted structured training programmes for
Quality Assurance Engineers on quality tools
thereby strengthening technical capabilities and
problem-solving skills.

Compliance & Risk Management

• Strengthened risk assessment frameworks through
the implementation of Process Failure Mode and
Effects Analysis (PFMEA) and control plans for mass
production parts.

Strengthening Quality Management Systems

• The Company continues to maintain internationally
recognised certifications, including ISO 9001:2015,
ISO 14001:2015, ISO 45001:2018, EN9100:2018,
IATF 16949:2016 and EN 13236:2019 reinforcing
its commitment to high standards of quality,
environmental management and occupational health
and safety.

• Process audits were systematically conducted to verify
process compliance, identify gaps and drive corrective
and preventive actions for continuous improvement.

SAFETY, HEALTH AND ENVIRONMENT (SHE)

Safety continues to remain a key area of focus for the
Company. Behaviour-based training programmes, both
in-person and virtual, were conducted throughout the
year to promote a strong culture of safe working. In
addition, the Company has enhanced its focus on monthly
theme-based safety trainings, to drive deeper awareness
and engagement among employees on specific safety
topics.

The Company remains committed to providing a Safe,
Healthy and Socially Accountable Work environment across
the organisation. All personnel undergo periodic health
and safety training, including on-site and job-specific
programmes. To further strengthen awareness, initiatives
such as safety training kiosks were set up for employees
and visitors.

A key focus area during the year has been the strengthening
of near-miss reporting. Employees are encouraged
to report near-miss incidents through the Document
Management System (DMS) portal which are subsequently
investigated and systematically closed by the Safety Officer.
This initiative led to positive increase in reporting levels,
reflecting improved awareness and proactive participation
from employees.

The Company also introduced and strengthened Gemba-
based safety training, which has been instrumental in
driving behavioural change at the shop-floor level. Through
Gemba interactions, One Point Lessons (OPLs) are delivered
effectively, improving real-time awareness and reinforcing
safe practices.

Employee health and well-being continue to receive
sustained attention. Annual medical check-ups were
conducted to assess employee health status and associated
risks. Additionally, monthly health awareness sessions
conducted by medical professionals have enhanced
employee awareness on health and wellness. The
counselling initiative introduced last year has received
positive acceptance and has been effectively utilised by
employees, contributing to their overall well-being.

Employees also benefitted from awareness sessions
organised under the theme FHH (Fitness, Health, and
Happiness) and were encouraged to take proactive steps to
adopt healthier lifestyles.

During the year, several key safety initiatives were sustained,
including quarterly fire safety mock drills, provision of
specialised medical support for employees engaged in
high-risk processes, and strict enforcement of Personal
Protective Equipment (PPE) usage. On the environmental
front, the Company continued to adhere to zero-discharge
norms in its Effluent Treatment Plant (ETP) and Sewage
Treatment Plant (STP), while maintaining robust systems
for the safe handling and disposal of hazardous waste.

RECOGNITIONS AND AWARDS

The Company actively encourages employee participation
in customer audits, group-level competition and various
national and international forums. During the year,
the Company received several prestigious awards and
recognition from reputed organisations and industry bodies
for its outstanding performance across multiple domains.
These accolades continue to inspire employees, reinforcing
a culture of excellence and serving as a strong motivator for
the organisation as a whole.

Some of the key recognitions received during the year are
as follows:

IPF - SME Awards 2026

The Company was recognised as one of India's fastest-
growing engineering companies at the Industrial Path
Finder - Smart Manufacturing Enterprises (IPF - SME)

Awards 2026, on 11^th February 2026. This recognition
highlights the Company's excellence in manufacturing and
growth trajectory.

Excellence in Procurement Process Optimisation 2025

The Company was honored at the 8^th NextGen Procurement
Awards, held in Bengaluru, under the category Excellence
in Procurement Process Optimisation, recognising its
efforts in driving efficiency and innovation in procurement
practices.

CUFEST 2025 Awards

Employees actively participated in the Group-level quality
competition, CUFEST 2025 (Quality Festival of CUMI). The
Company secured accolades under the Muthiah Memorial
Business Excellence Awards 2025, in the categories of
Customer Excellence and Innovation Excellence, reflecting
its strong focus on quality and continuous improvement.

OPPORTUNITIES & THREATS OPPORTUNITIES

Opportunities

Technological advancements and evolving industry
dynamics continue to present new opportunities for the
Company. The increasing use of electric vehicles, while
posing challenges to traditional internal combustion engine
segments, also opens new avenues for the Company to
expand its presence in emerging mobility solutions.

Advancements in Nano Cubic Boron Nitride (CBN) Abrasives
are likely to augment applicability of Super Abrasives in
many medical and electronic industry applications. The
Company is exploring to venture into Electric Vehicle
(EV), medical and electronics segments through technical
collaboration and technology tie-ups with global partners
to grow further.

Growing demand from industries such as automotive,
aerospace, and electronics for high-performance and
precision applications offers significant potential.
Continuous improvements in the product design such
as advanced diamond wheels for ceramic finishing and
specially designed metal-bond wheels with extended life are
enabling enhanced process efficiency, reduced cycle times
and overall cost optimisation. The Company's achievement
of obtaining necessary certification required for supply to
aerospace sector further strengthens its positioning to tap
into this high-growth segment.

The Company continues to leverage its core strength
including extensive domain expertise, deep understanding

of customer requirements, a comprehensive product
portfolio, access to advanced technology and the resultant
competitive edge emerging out of its complementary
business verticals namely Super Abrasives, Machine Tools
and Precision Components.

Further, Government's focus on projects like 'Make in India'
and 'Make for World' are expected to support domestic
manufacturing and import substitution, thereby creating
additional growth opportunities for the Company.

Threats

The Company operates in a highly competitive environment.
Established global players with strong brands continue
to invest significantly in research and development to
drive innovation and technological advancement. At the
same time, the Company faces competition from smaller,
regional players who operate in price-sensitive segments
with limited product offerings.

In order to address this diverse competitive landscape, the
Company adopts a balanced approach. For price-sensitive
markets, it has introduced standardised and fast-moving
Super Abrasives and tooling products, supported by
targeted promotional initiatives aimed at key customers.
For high-performance and quality-focused segments,
the Company continues to collaborate with international
research institutions and explore partnerships with state-
of-the-art technology providers to access advanced
capabilities and innovative products.

ENTERPRISE VALUE ADDITION (EVA)

The Company has sustained value creation over the
five-year period, the summary of which is given below:

• Gross Value Added is Revenue less Expenditure (excluding
depreciation, expenditure on employees & directors'
service).

• Payment to Government is current tax dividend distribution
tax, if any.

• Replacement and expansion is Retained earnings
Depreciation Deferred tax.

• The Company has been constantly investing towards
replacement and expansion expenditure to ensure fulfilment
of market demand.

RISKS AND CONCERNS

The Company has constituted a Risk Management
Committee (RMC) aligned with the requirements of the
Companies Act, 2013 and the Listing Regulations. The
details of the Committee and its terms of reference are set
out in the Corporate Governance Report forming part of
this Report.

The Company has established a robust business risk
management framework to identify, evaluate and mitigate
risks impacting its operations, including risks that could
potentially threaten its business continuity. This framework
was designed to promote transparency, minimise adverse
impact on the business objectives and enhance the
Company's overall resilience and competitive advantage.

The risk management framework provides a structured
approach across the organisation, covering risk
identification, evaluation, documentation, monitoring, and
reporting at various levels. It incorporates appropriate risk
assessment models to analyse risk exposure, trends, and
potential impact at both enterprise and business segment
levels.

In a dynamic and evolving business environment, the
Company proactively monitors risks to evaluate their
potential short term and long term impact and strategically
plan for effective mitigation.

The Company identifies and manages risks across a wide
spectrum, including strategic, operational, financial,

environmental, legal, social and cybersecurity risks, which
may affect its ability to achieve business objectives, ensure
customer satisfaction, and sustain long-term growth.

The Risk Management forms an integral part of
the Company's Business Plan. The Company has a
comprehensive Risk Management Policy in place that
outlines the risk management objectives, principles,
processes, responsibility for implementation, maintenance
of risk registers, review of risk movements, risk reporting
framework etc. The Risk Management Committee
periodically reviews key risks and the effectiveness of
mitigation measures in line with the approved Charter and
Policy.

Upon identification, risk prioritisation is undertaken which
involves assigning a score based on the impact (potential
outcome) & likelihood (probability of occurrence). In
addition, the Company evaluates risk velocity, i.e., the
speed at which a risk may materialise, to determine the
need for contingency or crisis management plans.

The Company adopts appropriate risk response strategies
depending on the nature and severity of the risk, including:

• Risk Avoidance - Discontinuing or avoiding activities
that give rise to unacceptable risks.

• Risk Sharing - Transferring or sharing risks with third
parties, where appropriate

• Risk Mitigating - Implementing measures to reduce
the likelihood or impact of identified risks.

• Risk Retention - Accepting risks within the defined
tolerance levels where mitigation is not cost-effective
or feasible.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS
CONVERGED STANDARDS

The Company had adopted Ind AS with effect from
1^st April 2016 pursuant to the Companies (Indian Accounting
Standard) Rules, 2015 notified by the Ministry of Corporate
Affairs on 16^th February 2015.

INTERNAL CONTROL SYSTEM & ADEQUACY

The Company has an Internal Control system commensurate
with the size, scale, and complexity of its operations. The
controls have been designed and categorised based on the
nature, type and the risk rating so as to effectively ensure
the reliability of operations with adequate checks and
balances.

The Company's internal control system covers the following
aspects:

• Safeguarding the assets of the Company;

• Financial proprietary of business transactions;

• Compliance with prevalent statutes, regulations,
policies and procedures;

• Control over capital and revenue expenditure with
reference to approved budgets;

Investment decisions are subject to detailed evaluation
and formal approval according to the authority schedule in
place.

The Internal Audit function is handled by an external
firm M/s. Profaids Consulting. The Firm evaluates the
effectiveness and adequacy of internal controls, compliance
with operating systems, policies and procedures of the
Company and recommend improvements. The scope of
the Internal Audit is annually determined by the Audit
Committee considering inputs from the Statutory Auditors
and the Management Team. Significant audit observations
and the corrective/preventive actions taken by the process
owners is presented to the Audit Committee. A periodic
review of the adherence to the agreed action plan is carried
out.

Capital and revenue expenditures are monitored and
controlled with reference to approved budgets. Investment
decisions are subject to detailed evaluation and formal
approval according to schedule of authority in place. Capital
expenditure is periodically reviewed against forecasted
benefits, and physical verification of assets is undertaken
at regular intervals.

The Audit Committee reviews the overall functioning of
Internal Audit on a periodical basis. Periodical review of
audit plans, observations and recommendations of the
external auditors, with reference to the significant risk
areas and adequacy of internal controls is undertaken by
the Committee.

During the year, there were no changes in internal control
over financial reporting that have materially affected or are
likely to have any financial reporting lapse.

INTERNAL FINANCIAL CONTROLS (IFC)

Internal Control is a process, effected by an entity's Board of
Directors, Management and other personnel, designed to
provide reasonable assurance regarding the achievement of
objectives relating to operations, reporting and compliance

as defined by the Committee of Sponsoring Organisations
(COSO) of the Treadway Commission (appointed by SEC,
USA).

As per Section 134(5)(e) of the Companies Act, 2013, the
term Internal Financial Control (IFC) means the policies and
the procedures adopted by the Company for ensuring:

a) orderly and efficient conduct of its business, including
adherence to accounting policies;

b) safeguarding of its assets;

c) prevention and detection of frauds and errors;

d) accuracy and completeness of accounting records and

e) timely preparation of reliable financial information.
The key components of IFC followed by the Company are:

1. Entity Level Controls (ELC) that the management
relies on to establish appropriate Code of Conduct,
Enforcement and Delegation of Authority, Hiring and
Retention practices, Whistle Blower mechanism and
other policies and procedures.

2. Process Level Controls (PLC) to ensure processes are
stable, predictable and consistently operating at the
targeted level of performance with only a normal
variation are classified into Manual or Automated
or IT dependent Controls. They are also classified as
Preventive or Detective.

3. General IT Controls to ensure appropriate functioning
of IT applications and systems built by Company to
enable accurate and timely processing of financial
data are-User Access rights Management and Logical
access; Change Management controls; password
policies and practices; Patch management and License
management; backup and recovery of data.

The adequacy of IFC is ensured by:

• Documentation of risks and controls associated with
major processes;

• Validation classification of existing Controls to mitigate
risks;

• I dentification of improvements and upgrades to the
control;

• I mproving the effectiveness of controls through data
analytics;

• Performing testing of controls by Independent Internal
Audit firm;

• Implementation of sustainable solutions to Audit
observations;

The IFC audits are conducted annually by an independent
firm of Chartered Accountants by testing of controls to
ensure that all controls are operational, effective, adequate
and identifying improvements to controls wherever
necessary which is reviewed by the Audit Committee.

FINANCIAL REVIEW

Liquidity and Cash Equivalents

The Company follows efficient working capital management.
This requires being prudent in capital expenditure. Also,
making its cash conversion cycle more efficient through
faster collections from debtors, faster conversion from
raw materials to finished goods through Quick Response
Manufacturing (QRM) results in a healthy cash generation.
Thereby, the Company is able to maintain its debt-free
status.

The Company's robust Cash Management Policy
comprises of:

a. Usage of cash to provide sufficient working capital to
address business objectives of the Company and to add
value to all stakeholders by continued enhancement.

b. Conserving sufficient cash as reserves that will aid
the Company in venturing into meaningful business
opportunities that unfold in future.

c. Prudently invest surplus funds that the business
generates in liquid investments including AAA or AA
rated debt schemes of mutual funds as per the Board
approved policy. This ensures the availability, safety
and liquidity of the Company's funds while ensuring
reasonable yield as per the prevailing market rates.
The surplus funds are generated through stringent
control of working capital.

As on 31^st March 2026, the Company's investment in debt
mutual funds was Rs. 4075 lakhs in securities holding
papers with high credit rating.

Costs

The Company continues to pursue cost optimisation
initiatives, with a sustained focus on controllable costs
through reduction of losses and rejections, better
negotiations with suppliers and vendors and improved
price realisation from scrap sales. The Company managed
its cost by negotiating annual price with critical suppliers
and buying in bulk based on annual demand projection. To
combat supply chain disruption, the Company continues
developing alternate suppliers as a part of its de-risking

strategy. Also, the Company continues looking at the
indigenisation of some of the supplies.

Initiatives like Vendor Managed Inventory (VMI) has
ensured continuity of supplies of critical items including
rationalisation of costs. Focus on Cost Optimisation has
yielded savings in all the business segments. The variable
and fixed cost reduction initiatives undertaken in the
previous year have resulted in good improvement in the
bottom line.

FINANCIAL POSITION

Share Capital

The paid-up equity share capital as on 31^st March 2026 was
Rs. 200 lakhs. During the year under review, the Company
did not issue any shares with differential voting rights or
granted any stock options or sweat equity.

Shareholders' Funds

The shareholders' fund as on 31^st March 2026 was Rs. 23385
lakhs against Rs. 21975 lakhs of previous year. Accordingly,
the book value per share stands at Rs. 1169/- as compared
to Rs. 1099/- during the previous year.

Loan Funds

The Company continues its debt free status as it does not
have any long-term borrowing. It continues to utilise its
cash credit limit with the banks to bridge the short-term
fund requirements.

Credit Rating

The Company's credit rating as on 31^st March 2026 is as
follows:

The working capital limits of the Company continue to
be rated by ICRA as AA- (pronounced ICRA double A
minus) rating assigned to the Rs. 2 Crore Long-term Fund
facilities of the Company which signifies low credit risk
and stable. The short-term rating assigned to Rs. 19 crore
Non-Fund Based working capital limit was reaffirmed as
A1 (pronounced ICRA A one plus) by ICRA.

ASSETS

Capital Expenditure

The Company follows the policy of being prudent in its capex
spend. During the current year, the capital expenditure was

Rs. 799 lakhs (Previous year: Rs. 5829 Lakhs). The major
capex spent was on new plant & machinery for capability
building in fast growing products and new products
capacity enhancements, which are critical for the future
growth of the Company. As in the past, the Company
follows the policy of funding all the capex through internal
accruals. The Company reviews all its capex investments
performance periodically against the projected rate of
interest and payback period.

Inventories and Sundry Debtors

The Company follows rigorous Working Capital
Management, based on a robust process of continuous
monitoring and control of receivables, inventories and other
parameters. The overall inventory level as on 31^st March
2026 is Rs. 4617 lakhs which is higher than the previous
year (Rs. 3440 lakhs as on 31^st March 2025). The reason for
inventory increase is finished machines worth Rs. 955 lakhs
lying in stock as at year end awaiting clearance from the
customers for delivery.

Receivables (Gross) as on 31^st March 2026, were at Rs. 5009
lakhs against Rs. 6694 lakhs during the previous year. The
lower receivables are due to lower sales during the year
ended March 2026. The Company closely monitors the Days
Sales Outstanding (DSO) through an aggressive receivable
management system including close follow-ups and credit
lock through the SAP system. This ensures that receivables
are kept under control and payments received on time.

The DSO is at 100 days as on 31^st March 2026 (101 days as
on 31^st March 2025), primarily on account of lower sales
during March 2026.

FOREIGN EXCHANGE HEDGING

The Company, being a net exporter, continues to practice
natural hedging of foreign exchange earnings and outflow
and does not take forward covers. The net forex gain during
the year was Rs. 172 lakhs (Previous Year: Rs. 94 lakhs).
The Company maintains EEFC (Export Earnings in Foreign
Currency) bank account in Euro and Dollar where the
export realisations in foreign currency are used to pay the
import bills, thereby safeguarding against forex volatility.

HUMAN RESOURCE

The Company takes pride in its strong and diverse
workforce, where every individual is recognised as a
"Partner in Progress." Its human capital comprising the
education, experience, potential, and capabilities of its
people remains a critical intangible asset that drives
sustained growth, operational excellence, and innovation.

The Company fosters a culture of inclusivity and
collaboration by actively encouraging employee

participation in continuous improvement initiatives such
as Cross Functional Teams (CFTs), Kaizens, Small Group
Activities (SGAs) and the Suggestions Scheme. These
platforms promote ownership, innovation and collective
problem-solving across all levels of the organisation.

The Company takes pride in reporting a zero-accident record
during the financial year, reflecting its strong safety culture,
disciplined execution and the collective commitment of
employees towards maintaining a safe work environment.

The Company also promotes employee engagement
and team spirit through various sports and recreational
initiatives. During the year, employees actively participated
in the CUMI Champions League (CCL), witnessing
enthusiastic involvement across functions. The Company
achieved notable success, securing recognition in Chess
and Table Tennis and in Cricket, Volleyball, and Carrom,
reflecting a vibrant culture of teamwork, competitiveness
and overall employee wellbeing.

Industrial harmony has been sustained through positive
employee relations and a constructive work environment.
As of 31^st March 2026, the Company's permanent
employee strength stood at 396. Various employee-driven
committees including the Health & Safety Committee,
Canteen Committee, Sports & Events Committee, POSH
Committee and Works Committee continue to play an
active role in enhancing engagement and ensuring timely
resolution of employee concerns.

Major HR Initiatives of FY 2025-26

Enabling Change Management and Leadership
Development

• Developed a long-term strategic recruitment plan to
address future workforce requirements, including
targeted headhunting for niche and critical roles.

• Identified high-potential employees (HiPos) and
enrolled them in structured development programmes

in collaboration with reputed business management
schools/ academic institutions to enhance leadership
capabilities and strengthen organisational human
capital.

• Established a dedicated Engineering Vertical to cater
to evolving customer requirements, enabling the
Company to better serve its markets in FY 2026-27 and
beyond.

• Launched specialised capability-building initiatives,
including Value Selling and language training, to
enhance business effectiveness in global markets.

• Continued alignment with the Company's Long Term
Strategy (LTS) through focused capability development
and strategic workforce planning.

Hiring & Onboarding Excellence

• Engaged regional recruitment consultants to

strengthen location-specific hiring and improve overall
recruitment efficiency.

• Onboarded specialised talent across R&D, Product
Development and Machine Applications, strengthening
the existing talent pipeline and supporting future
business growth.

• Enhanced the onboarding experience through
structured induction programmes, buddy and
mentoring systems and pre-boarding engagement
platforms.

• I mplemented functional head review mechanisms to
provide timely feedback and ensure early alignment
of new hires with organisational objectives.

Talent Retention and Engagement

• Conducted comprehensive market benchmarking
exercises, leading to compensation adjustments to
remain competitive and retain key talent.

• Strengthened employee engagement through
structured feedback mechanisms and engagement
surveys, followed by targeted action plans.

• Designed customised compensation structures for
niche and critical technical roles to effectively address
talent gaps.

Operational Excellence and Productivity Enhancement

• I nitiated labour demand forecasting and optimised
staffing mix across permanent employees, trainees
and contract workforce.

• Implemented the National Apprenticeship Promotion
Scheme (NAPS) to support flexible workforce
requirements and build a sustainable talent pipeline.

• Rolled out focused upskilling programmes to address
productivity bottlenecks in key functional areas.

• Integrated Lean practices and multi-skilling initiatives
to enhance workforce flexibility, efficiency and overall
productivity.

Digitalisation & Digital Transformation

Introduced a new Human Resource Management
System (HRMS) platform during the year with a user-
friendly interface, enabling faster access to information,
improving transparency and significantly reducing manual
interventions.

Industrial Relations and CSR

• Maintained harmonious industrial relations through
continuous shop-floor engagement and proactive
grievance resolution mechanisms.

• Strengthened employee participation by forming
cross-functional committees to co-create solutions
and improve workplace practices.

• Expanded employee wellness initiatives, including
monthly awareness sessions and access to professional
counselling services.

• Contributed to community development through CSR
initiatives, including infrastructure support for schools
and healthcare support to government hospitals,
enhancing access to quality education and medical
services.

RELATED PARTY TRANSACTIONS

Policy On Related Party Transactions

The Company, as per the requirements of the Companies
Act, 2013 and Regulation 23 of the Listing Regulations has
a Policy for dealing with Related Parties. This Policy was last
revised during FY 2025-26 in line with the amendments
introduced to the Listing Regulations by SEBI during the
year.

The Policy on Related Party Transactions as approved by
the Board is available on the Company's website athttps://
wendtindia.com/wp-content/uploads/2026/02/RPT-
Policy-Wendt.pdf

Regulatory Requirement

The transactions of the Company with Related Parties
during the year under review were broadly in the nature
of sales, purchases, dividend income, management fees
and other transactions including investments/corporate
guarantees. All RPTs entered during the year under review
by the Company were in the ordinary course of business at
arm's length basis and in compliance with the provisions of
the Act, the Listing Regulations, the Policy for dealing with
Related Parties of the Company and the applicable Indian
Accounting Standards.

Review & Approval Process

The Company reviews its Related Party Transactions in
accordance with established processes and applicable
regulatory requirements and has aligned its reporting
framework with the Industry Standards issued on 26^th June
2025. All stakeholders, have been sensitised to the revised
requirements through awareness sessions to ensure
alignment with the updated reporting mechanisms.

The details of transactions proposed to be entered into with
Related Parties are placed before the Audit Committee for
its approval on an annual basis, prior to the commencement
of each financial year. Thereafter, a statement containing
the nature and value of the transactions entered into
by the Company with Related Parties is presented for
quarterly review by the Committee. Further, revised
estimates or changes, if any to the proposed transactions
for the remaining period are also placed for approval by the
Committee on a quarterly basis. Besides, the Related Party
transactions entered during a year are also reviewed by the
Board on an annual basis.

As detailed above, prior approval of the Audit Committee
is obtained for the financial year for transactions that are
foreseen and are repetitive in nature. Omnibus approvals
in respect of transactions that cannot be foreseen are also
obtained as permitted under the applicable laws from the
Audit Committee and the usage of these limits are reviewed
on a quarterly basis. The list of Related Parties is reviewed
and updated periodically as per the prevailing regulatory
requirements.

At the Audit Committee meeting held on 13^th March 2026,
the estimated transactions of FY 2026-27 of the subsidiary
companies with their Related Parties as well as those
envisaged with the Related parties of the Company were
placed before the Audit Committee of the Company along

with the minimum information in the format as introduced
by SEBI and Industry Standards Forum. Subsidiary
companies follow the same oversight process as the parent
company in this regard.

Form AOC-2

All transactions with Related Parties under the Companies
Act, 2013 entered during the financial year were in the
ordinary course of business and on an arm's length basis and
hence no particulars are required to be entered in the Form
AOC-2. Further, all transactions entered into with Related
Parties during the year even at arms' length basis and in the
ordinary course did not exceed the thresholds prescribed
under the Companies (Meetings of Board and its Powers)
Rules, 2014 or Listing Regulations or the Company's Policy
in this regard and hence no disclosure was required to be
made in Form AOC-2. Accordingly, there are no contracts
or arrangements entered with Related Parties during the
year to be disclosed under Sections 188(1) and 134(h)
of the Companies Act, 2013 in Form AOC- 2. The Form
AOC-2 in the prescribed format is annexed to this report as
Annexure B.

During the year under review, there are no materially
significant Related Party transactions made by the Company
with its Promoters, Directors, Key Managerial Personnel
or their relatives may have a potential conflict with the
interest of the Company at large.

None of the Directors and KMPs had any pecuniary
relationship or transaction with the Company other
than those relating to remuneration in their capacity as
Directors/Executives and corporate action entitlements in
their capacity as shareholders of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)

The Company's ethical, transparent and accountable
conduct is deeply embedded in its corporate culture. As
a responsible public listed entity, the Company recognises
that its obligations beyond financial performance and
shareholder interests to encompass the expectations of the
wider society in which it operates.

Regulation 34 of the Listing Regulations mandates top 1,000
listed entities based on market capitalisation to submit a
Business Responsibility and Sustainability Report ('BRSR')
in the format as specified by SEBI from time to time.

The Company has prepared the BRSR for FY 2025-26 with
an aim to provide standardised, transparent view of how it

integrates responsible business practices into its operations
and its commitment towards environmental sustainability,
social impact, and governance (ESG) practices. A copy of the
Policy is available athttps://wendtindia.com/wp-content/
uploads/2025/02/Busines-Responsibilitv-Policv.pdf

The Business Responsibility and Sustainability Report for
the year ended 31^st March 2026 in terms of Regulation
34 of the Listing Regulations is annexed to this Report as
Annexure E.

GOVERNANCE
BOARD OF DIRECTORS

As on 31^st March 2026, the Board of the Company comprised
six (6) Directors of which half (three) are independent,
2 (two) are Non-Executive and Non-Independent and
1 (one) is the Executive Director & Chief Executive Officer.

During the FY 2025-26, Mr. Ninad Gadgil, Executive Director
and Chief Executive Officer, stepped down from the services
of the Company with effect from the close of business
hours on 15^th September 2025. The Board of Directors, at
their meeting held on 19^th January 2026, approved the
appointment of Mr. Amit Ingale as an Executive Director
and Chief Executive Officer with effect from the same date,
which was subsequently approved by the shareholders
through Postal Ballot on 26^th March 2026. The Board also
recommended the re-appointment of Mr. Bhagya Chandra
Rao as a Non-Executive Independent Director for a second
term of three years with effect from 22^nd January 2026,
at its meeting held on 9^th December 2025, which was
subsequently approved by the shareholders through Postal
Ballot on 15^th January 2026.

The Board places on record its appreciation for the services
rendered by Mr. Ninad Gadgil during his tenure of office
as Executive Director and CEO of the Company. The Board
welcomed Mr. Amit Ingale and wished him well in his role
as an Executive Director and CEO.

Consequent to the changes in the Board composition, the
constitution of various Committees of the Board were
reviewed and revised more fully detailed in the Corporate
Governance section of the Report.

Mr. Muthiah Venkatachalam retires by rotation at the
forthcoming Annual General Meeting and being eligible,
offers himself for re-appointment. A proposal for his re¬
appointment is included in the Notice convening the 44^th
Annual General Meeting for consideration and approval by
the shareholders.

The Company has received declarations from all its
Independent Directors confirming that they meet the
criteria of independence prescribed both under the
Companies Act, 2013 and the Listing Regulations. In the
opinion of the Board, all the Directors appointed during
the year are persons with integrity, expertise and possess
relevant experience in their respective fields. The skill
matrix of the Board is detailed in the Corporate Governance
Report - Annexure F forming part of this Annual Report.

All the Independent Directors of the Company have
registered their names in the Independent Directors Data
bank and had completed test/exempted as required under
the Companies Act, 2013 and the Rules referred therein.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Amit Ingale, Executive Director & Chief Executive
Officer, Mr. Mukesh Kumar Hamirwasia, Chief Financial
Officer and Mr. P Arjun Raj, Company Secretary are the Key
Managerial Personnel of the Company as per Section 203
of the Companies Act, 2013.

BOARD MEETINGS

A calendar of Board Meetings is prepared and circulated in
advance to the Directors.

During the year, eight (8) Board Meetings were convened
and held in accordance with the provisions of the Act.
The date(s) of the Board Meeting and attendance of the
directors are given in the Corporate Governance Report
forming an integral part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013
and the Listing Regulations, the Board carried out an
annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the
working of its various Committees as per the evaluation
framework adopted by the Board on the recommendation of
the Nomination and Remuneration Committee. Structured
assessment forms were used in the overall Board evaluation
comprising various aspects of the Board's functioning
besides the financial reporting process, internal controls
and risk management. The evaluation of the Committees
was based on their terms of reference fixed by the Board
besides parameters such as the frequency of meetings,
quality of deliberations, and effectiveness in discharging
responsibilities and making meaningful contribution etc.

The evaluation process is carried annually by means of
structured questionnaires to evaluate the performance of
individual Directors on parameters such as their level of
engagement and contribution, objective judgement etc.
The Executive Director's evaluation is based on leadership
qualities, strategic planning, communication, engagement
with the Board etc.

The Chairman is also evaluated based on the key aspects
of his role which included leadership, ability to facilitate
effective Board discussions, and overall governance
contribution. The performance evaluation of the
Independent Directors was carried out by the entire Board.
The performance evaluation of the Chairman, the Board as
a whole and the Non-Independent Directors was carried
out by the Independent Directors at their separate meeting
held during the year.

POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS

Pursuant to Section 178(3) of the Companies Act, 2013, the
Nomination and Remuneration Committee of the Board
has formulated the criteria for Board nominations as well
as the policy on remuneration for Directors and employees
of the Company. The Remuneration Policy lays down broad
guidelines for payment of remuneration to Executive and
Non-Executive Directors within the limits approved by the
shareholders of the Company.

The criteria for Board nominations lays down the
qualification norms in terms of personal traits, experience,
background and standards for independence besides the
positive attributes required for a person to be inducted
into the Board of the Company. These criteria are aligned
with the Company's commitment to having a diverse,
competent, and effective Board. The criteria for induction
into Senior Management positions have also been laid
down- ensuring a consistent leadership selection approach
across levels.

The Remuneration policy provides the framework for
remunerating the members of the Board, Key Managerial
Personnel and other employees of the Company. This Policy
is guided by the principles and objectives enumerated in
Section 178(4) of the Companies Act, 2013 and reflects the
remuneration philosophy and principles of the Murugappa
Group to ensure reasonableness and sufficiency of
remuneration to attract, retain and motivate competent
resources, a clear relationship of remuneration to
performance and a balance between rewarding short and

long-term performance of the Company. Further details are
available in the Corporate Governance Report forming part
of this annual report.

The Board Nomination criteria and the Remuneration policy
are available on the website of the Company athttps://
wendtindia.com/wp-content/uploads/2025/02/criteria-
for-board-nomination-2025.pdf and https://wendtindia.
com/wp-content/uploads/2025/04/Remuneration-Policy.
pdf

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises four members
out of which three (3) including Chairman is independent.
Mr. L Ramkumar is the Chairman and the other members
are Mrs. Hima Srinivas, Mr. Bhagya Chandra Rao and Mr.
Sridharan Rangarajan. During the year, five (5) Audit
Committee meetings were held, the details of which are
provided in the Corporate Governance Report. All the
recommendations of the Audit Committee during the
FY 2025-26 were accepted by the Board of Directors.

THOSE CHARGED WITH GOVERNANCE (TCWG)

During the year under review, in line with requirements
laid down vide circular dated 7^th January 2026 by the
National Financial Reporting Authority (NFRA) for
companies to establish a structured and demonstrable
framework for effective two-way communication between
Statutory Auditors and Those Charged with Governance
(TCWG), the Board of Directors of the Company basis the
recommendation of the Audit Committee have approved
a framework in this regard. The Audit Committee together
with the Executive Director of the Company are collectively
regarded as the TCWG of the Company. The nodal persons
of the TCWG are the Chairperson of the Audit Committee
and the Executive Director.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read
with Companies (Cost Records and Audit) Rules, 2014, the
Company is required to maintain cost accounting records
in respect of products of the Company covered under CETA
category of Machinery & Mechanical appliances. Further,
the cost accounting records maintained by the Company
are required to be audited.

The Board, on the recommendation of the Audit Committee,
re-appointed M/s. B Y & Associates (Firm No. 003498), Cost
Accountants, Chennai to audit the cost accounting records
maintained by the Company under the said Rules for
FY 2025-26 at a remuneration of Rs. 1,10,000/-. Further,
they have been re-appointed by the Board to conduct
the cost audit for the FY 2026-27 at a remuneration of
Rs. 1,25,000/- plus out of pocket expenses incurred in
connection with the audit.

The Companies Act, 2013, mandates that the remuneration
payable to the Cost Auditor is to be ratified by the
shareholders. Accordingly, a resolution seeking the
shareholders' ratification of the remuneration payable to
the Cost Auditor for the FY 2026-27 is included in the notice
convening the 44^th Annual General Meeting.

STATUTORY AUDITORS AND AUDITORS' REPORT

In line with the requirements of the Companies Act, 2013,
the Company, with the approval of the shareholders at
the Annual General Meeting held on 22^nd July 2022, re¬
appointed M/s. Price Waterhouse Chartered Accountants
LLP (Reg. No. FRN 012754N/ N500016) (PW) as the
Statutory Auditors of the Company to hold office from
the conclusion of 40^th Annual General Meeting until the
conclusion of the 45^th Annual General Meeting (AGM) at
a remuneration of Rs. 12,50,000/- (excluding out of pocket
expenses incurred by them in connection with the Audit
and applicable taxes) for the FY 2022-23. The remuneration
is decided by the Board for the subsequent years based on
the recommendation of the Audit Committee.

As required under Regulation 33 of the Listing Regulations,
the Auditors have confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

The Report given by M/s. Price Waterhouse Chartered
Accountants LLP on the Financial Statements of the
Company for the year ended 31^st March 2026 is provided in
the financial section of the Annual Report.

There are no qualifications, reservations, adverse remarks
or disclaimers given by the Auditors in their report.

The details of the comments made by the Auditors in their
Report and the explanations to the same by Company are
given below:

In terms of Regulation 24A of the Listing Regulations,
there is no material unlisted subsidiary incorporated in
India. Material unlisted subsidiary for the purpose of
this Regulation is a subsidiary whose turnover/net worth
exceeds 20 per cent of the consolidated turnover/net
worth respectively of the Company and its subsidiaries in
the immediately preceding accounting year. Hence, the
requirement prescribed under Regulation 24A of the Listing
Regulations is not applicable to the Company, in so far as
material subsidiary is concerned.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standard
on Meetings of the Board of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2).

COMPLIANCE MANAGEMENT

A cloud based Compliance Management System of the
Company tracks compliances across the various factories/
offices of the Company and has a comprehensive coverage
of the various applicable laws including auto updation
based on the regulatory changes from time to time.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) read with Schedule V of
the Listing Regulations, a separate section on Corporate
Governance including the certificate from a Practicing
Company Secretary confirming compliance is annexed as
Annexure F and forms a part of this Annual Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company remains committed to providing a safe,
inclusive, and respectful workplace. It has a well-defined
Policy on Prevention of Sexual Harassment, aligned with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013. An Internal Complaints Committee (ICC) is duly
constituted in compliance with statutory requirements. No
complaints were received during the year under review,
reaffirming the Company's commitment to maintaining a
dignified and secure work environment.

The disclosure in relation to the provisions of the POSH Act
for the FY 2025-26 is as below:

THE MATERNITY BENEFIT ACT 1961

The Company has duly complied with the provisions of the
Maternity Benefit Act 1961 has in place a Maternity Policy
to support the health and work-life balance of women
employees during and after pregnancy.

CEO/CFO CERTIFICATE

Mr. Amit Ingale, Executive Director & Chief Executive Officer
and Mr. Mukesh Kumar Hamirwasia, Chief Financial Officer
have submitted a certificate to the Board on the integrity
of the financial statements and other matters as required
under Regulation 17(8) of the Listing Regulations.

VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY

The Company has a well-established whistle blower policy
as part of vigil mechanism for Directors and employees
to report concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of
Conduct or ethics policy. This mechanism also provides for
adequate safeguards against victimisation of Director(s)/
employee(s) who avail of the mechanism and provides for
direct access to the Chairman of the Audit Committee in
exceptional cases.

Further, in accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Whistle Blower Policy
also provides a framework for reporting instances of
potential leakage or misuse of Unpublished Price Sensitive
Information (UPSI).

The Whistle blower policy is available on the Company's
website athttps://wendtindia.com/wp-content/
uploads/2026/01/Whistle-Blower-Policv.pdf. It is affirmed
that during the year, no employee was denied access to the
Audit Committee.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available at
https://wendtindia.com/wp-content/uploads/2026/07/
Annual-Return final.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the
Companies Act, 2013, the Board, to the best of its
knowledge and belief and according to the information and
explanations obtained by it confirm that:

• i n the preparation of the annual accounts for the
financial year ended 31^st March 2026, the applicable
accounting standards have been followed and there
have been no material departures from the same;

• they have selected appropriate accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the

Company as at the end of the financial year and of the
profits of the Company for that period;

• proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

• the annual accounts have been prepared on a going
concern basis;

• proper internal financial controls have been laid down
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively;

• proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively;

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on energy conservation, technology
absorption, expenditure incurred on Research &
Development and forex earnings/outgo as required under
Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 is annexed
to and forms part of this Report as Annexure A.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

The information on employees and other details required to
be disclosed under Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to and forms part of this Report as Annexure D.

OTHER CONFIRMATIONS

The Company states that there were no disclosures or
reporting requirements in respect of the following items
during the year under review and accordingly confirms
that:

• there has been no change in the nature of business of
your Company;

• there was no revision of financial statements and
Board's Report of the Company during the year under
review;

• the Company has not made any one-time settlement
for loans taken from the Banks or Financial Institutions,
and hence the details of difference between amount of
the valuation done at the time of one-time settlement
and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons
thereof is not applicable;

• neither any application under the Insolvency and
Bankruptcy Code, 2016 (IBC) was made on the
Company during the year under review nor any
proceeding under the IBC was initiated or is pending
as at 31^st March 2026;

• there is no plan to revise the financial statements or
Report in respect of any previous financial year;

ACKNOWLEDGMENTS

The Board gratefully acknowledges the co-operation
received from various stakeholders of the Company viz.,
customers, suppliers, partners, banks, government and
other statutory authorities, auditors, business associates
and shareholders. The Directors extend their gratitude to all
the regulatory agencies like SEBI, Registrar of Companies,
Stock Exchanges and other Central and State Government
authorities/agencies, vendors and sub-contracting
partners for their support. The Board also acknowledges
the unstinted co-operation, commitment and dedication
made by all the employees of the Company in the previous
financial year.

The Directors also wish to place on record their gratitude to
the members of the Company for their unrelenting support
& confidence.

On behalf of the Board
For Wendt (India) Limited

Hosur Bhagya Chandra Rao

April 24, 2026 Chairman