The Indian Wood Products Company Ltd

FY2024 represents the fiscal year 2023-24, from 1 April 2023 to 31 March 2024, and analogously for FY2023 and previously such labelled years.

Your Board of Directors is delighted to present the 104th Annual Report on the business and results of operations of The Indian Wood Products Co. Ltd (‘IWP' or ‘the Company'), together with Audited Financial Statements (Standalone and Consolidated) for the FY2024.

This Board's Report is prepared in compliance with the provisions of the Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2024, are summarized as under: (Rs in Lakhs)

In FY2024, your Company has made robust progress and has delivered better financial results as compared to FY2023. The company has posted a well-rounded performance across key metrics and revenue growth. Importantly, your company has taken significant steps towards becoming building strong organizational capabilities.

• FINANCIAL PERFORMANCE - STANDALONE

The Company has achieved total revenue from operations of Rs. 19241.53 lakhs for the year ended 31 March 2024 as against Rs. 18369.37 lakhs for the year ended 31 March 2023 representing an increase of 4.75%. The Profit Before Tax (PBT) for the year, was Rs.325.90 lakhs as compared to Rs. 180.99 lakhs for the previous year as a result of better realization and operational efficiencies. During the financial year 202324, the Company earned a Profit After Tax of Rs 259.01 lakhs as compared to Rs. 138.01 lakhs in the previous year.

• FINANCIAL PERFORMANCE - CONSOLIDATED

Our Company has one (1) overseas joint venture namely M/s. Agro and Spice Trading Pte Limited, Singapore, as on 31 March 2024, whose accounts were consolidated with the financials of the Company after the PBT level in accordance with the IndAS.

The Profit Before Tax (PBT) for the year, was Rs. 432.71 lakhs as compared to Rs. 226.61 lakhs for the previous year due to the increase in volume, average realization and operational efficiencies. During the financial year 2023-24, the Company earned a profit after tax of Rs.365.82 lakhs as compared to Rs. 183.63 lakhs in the previous year.

2. DIVIDEND

The Board of Directors is pleased to recommend a final dividend of Re. 0.10 per equity share of the Company of Rs. 2 each, i.e., 5.00% on the paid-up value of the equity shares for the Financial Year ended 31 March 2024, out of free reserves / retained earnings. The said dividend is subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) scheduled to be held on 10th September 2024. The dividend would result in a cash outflow of Rs. 63.97 Lakhs.

The dividend, if approved by the Shareholders at the AGM, will be paid on or from 10th September 2024 and before 09th October 2024.

3. BOOK CLOSURE AND RECORD DATE

In order to determine the eligibility of shareholders to receive the dividend for the FY2024, the Register of Members and Share Transfer Books of the Company will be closed from Wednesday, 04 September 2024, to Tuesday, 10 September 2024 (both days inclusive).

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. 1 April 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

4. SHARE CAPITAL

There is no change in the Share Capital of the Company during FY2024. The paid-up Share Capital of the Company as on 31 March 2024 comprises 6,39,72,720 Equity shares of Rs.2/- each. During the year under review, the Company has not issued any shares.

5. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 202324 in the profit and loss account.

6. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

With the continuous effect on cost control and operational leverage, the Katha division has recorded better realization from raw material and lower process loss in production.

During the year under review, the Company has achieved a total production of 3310.782 MT Katha in FY 2024 as compared to 3436.613 MT in FY 2023. The decline in the overall production is due to the non-availability of quality raw materials. However, the sales of Cutch (by-product) increased from 990.275 MT in FY2023 to 1162.625 MT in FY2024 thereby registering a growth of 17.40%.

The good financial performance is the combined result of an better price realization on sales and operational efficiencies. The management is focused on achieving desired results coupled with sustained production levels. The trend is likely to continue and we are hopeful to have a better operational and financial performance in FY2025.

During FY 2024, the company had signed MOU with Commercial Motors, a Registered Partnership Firm and M/s. Jai Bala G Infrastructure & Developers for the development of Unused idle land outside the boundary at the Factory Premises of the Company plant at Izzatnagar Bareily, Uttar Pradesh admeasuring 83612 Sq Mtrs more or less. The said area is presently not in use by the Company for operations and also not required for future expansion of the Company.

Our Company is committed to a clean environment and, thus, always thrives to ensure the best measures are implemented to ensure environmental safety. The best of environment, safety and pollution control measures are implemented across all our manufacturing units and the measures adopted are adequate. The management continuously reviews the measures adopted and their efficiency to ensure environmental safety.

The operational performance and results are provided in the "Management Discussion and Analysis Report" as a separate section in this Annual Report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, the Company received an Order from the Income Tax Department under section 147 read with section 144B of the Income Tax Act, for the Assessment

Year 2018-19 for a tax demand of Rs.17,17,49,287/-. The Company believes that the said demand is not maintainable and has filed an appeal against the said order.

For further details on Direct/Indirect Tax Cases, please refer to Note No. 52 to the notes to the accounts.

8. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During FY2024, the Company had not altered any of its clauses in the Memorandum and Article of Association

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

10. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

Your Company has no holding, subsidiary or associates' company as on 31 March 2024.

The Company has one (1) overseas joint venture namely M/s. Agro and Spice Trading Pte Limited, Singapore, as on 31 March 2024, which is engaged in the business of trading of spices. PT Sumatra Resources International & Pt. Thea Universal Trade are subsidiaries of the said joint venture M/s. Agro and Spice Trading Pte Limited. PT Sumatra Resources International is engaged in the business of manufacturing Catechins from Gambier with the use of innovative technology.

A statement containing the salient features of the financial statement of the joint venture Company in the prescribed format AOC-1 is annexed herewith as "Annexure - 1".

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and Consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the joint venture, are available on the website of the Company at https://www.iwpkatha.com/

financial_performance.html. These documents will also be available for inspection till the date of the AGM during business hours at the Registered Office of the Company.

11. INDIAN ACCOUNTING STANDARD (IndAS)

Pursuant to the Companies (Indian Accounting Standard) Rules 2015, the Company's Audited Financial Statements for FY2024 are Indian Accounting Standard (INDAS) compliant.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. P Suman & Co., Chartered Accountants, appointed to carry out Internal Audit of the Company for the FY2024-25.

13. LISTING STATUS

The Company's equity shares are listed on BSE Limited under Script Code 540954 and ISIN No. INE586E01020. The Company has paid the Annual Listing Fees for FY2024-25.

14. FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31 March 2024.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, the "Management Discussion and Analysis Report" section in this Annual Report forms an integral part of this report.

16. REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI (LODR) Regulation 2015, the "Report on Corporate Governance" together with a certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance is included as a separate section in this Annual Report and form an integral part of this report.

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm and state that:

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

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

iii) The Directors had taken proper and sufficient care 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;

iv) That the Directors had prepared the annual accounts on a going concern basis;

v) That the Directors had laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the lives of the people.

The Company's CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, animal welfare, sanitation including contribution to Swachh Bharat Kosh set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2024, in compliance with Section 135 of the Act, an amount of Rs. 0.76 Lakhs is required to be spent by the Company on CSR activities. The Company has spent Rs. 40.50 Lakhs as CSR activities towards Animal Welfare, Women Empowerment and the Upliftment of People with disability through IWP CSR Trust. There is no unspent CSR amount as on 31st March 2024.

The CSR Policy may be accessed on the Company's website at: https://www.iwpkatha.com/files/IWP_CSR_ Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure - 2 and forms a part of this Annual Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and as per provisions of the Articles of Association of the Company Mr. Bharat Mohta (DIN: 00392090), Director of the Company, retire by rotation and is eligible to offer himself for re-appointment.

Mr. Sumant Mimani (DIN 01251535) has been appointed as Director (Independent) w.e.f. 13 February 2024, for a period of 5 years, up to the 108th AGM of the Company to be held in the year 2028. His appointment was approved by the shareholders of the Company through Postal Ballot on 25 March 2024.

Mr. Sanjay Kumar Maheswary (DIN 00497335) will ceased to be an Independent Director of the Company upon completion of his second and final term as on Independent Director and subsequently ceased to be a Director of the Company upon conclusion of AGM of the Company to be held on 10 September 2024. The Board places on record appreciation for the contribution made by Mr. Sanjay Kumar Maheswary during his tenure as an Independent Director of the Company.

Mr. Vinod Kumar Maheshwary (DIN 02659320) Independent Director has resigned from the Directorship of the Company with effect from 30 May 2024. Mr. Vinod Kumar Maheshwary informed the Board that his resignation was purely on account of his old age and health issue. The Board places on record appreciation for the contribution made by Mr. Vinod Kumar Maheshwary during his tenure as an Independent Director of the Company.

Mr. Krishna Kumar Mohta (DIN 00702306), Whole Time Director has been re-appointed for a further period of 3 years w.e.f. 01 April 2024 as Chairman and Managing Director of the Company as approved by the shareholders through Postal Ballot on 25 March 2024

Mr. Bharat Mohta (DIN 00392090), Whole Time Director designated as Chief Executive Officer (CEO) of the Company had been re-appointed for a further period of 3 years w.e.f. 01 April 2024 as approved by the shareholders through Postal Ballot on 25 March 2024

A brief profile of Mr. Bharat Mohta (00392090) is given in the Chapter on Corporate Governance and the Notice convening the 103rd AGM for the reference of the shareholders.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A certificate dated 30 May 2024 received from Md

Shahnawaz, Company Secretary in Practice (CP No 15076) certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India ("SEBI")/ Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

During the year under review, none of the Directors of the Company is disqualified as per the applicable provisions of the Act.

The criteria for selection of Directors and remuneration policy are disclosed in the Corporate Governance section which forms part of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March 2024 are:

- Mr. Krishna Kumar Mohta, Chairman & Managing Director

- Mr. Anup Gupta, Company Secretary

- Mr. Raj Kumar Agarwal, Chief Financial Officer.

There was no change in the KMPs during the year under review.

20. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) and they have registered their names in the Independent Directors Databank. Further, pursuant to Section 164(2) of the Companies Act, 2013, all the Directors have provided declarations in Form DIR- 8 that they have not been disqualified to act as Director.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfil the conditions specified in the Act 2013 read with Schedule and Rules issued thereunder as well as under Listing Regulations and are Independent from Management.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board's Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

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

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to the Directors.

22. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 5 (Five) times. The details of the Board meetings are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

23. MEETING OF THE INDEPENDENT DIRECTORS

During FY2024, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on 28 March 2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, low of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

24. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The details of the Audit Committee meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

25. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

26. MAINTENANCE OF COST RECORDS AND COST AUDIT

During the year under review, the requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company.

27. DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

There was no one-time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

28. VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee's reasonable belief that such conduct or practice has occurred or is occurring, reports that information or participates in the said investigation.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2024.

29. AUDITORS AND AUDITORS' REPORT

M/s. S K Agrawal & Co Chartered Accountant LLP, Chartered Accountants, (Firm Registration Number: 306033E/E300272) were appointed as Statutory Auditor of the Company by the members at the 102nd Annual General Meeting held on 26 September 2022 for a period of 5 years i.e., from the conclusion of the 102nd AGM until the conclusion of the 107th Annual General Meeting to be held in the year 2027.

The Audit Report of the Statutory Auditors does not contain any qualification reservation or adverse remark or disclaimer. The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

30. DETAILS OF REPORTING OF FRAUD BY AUDITOR

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

31. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY2025. The Secretarial Audit Report submitted by him, for FY2024 is annexed herewith marked as Annexure - 3 to this Report.

Explanation or comments by the Board on the qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors - The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

The Company has undertaken an Annual Secretarial Compliance Audit for FY2024 pursuant to Regulation 24A(2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for FY2024 has been submitted to the Stock Exchanges and the said report may be accessed on the Company's website at https:// www.iwpkatha.com/sh_pattern.html

32. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

33. NOMINATIONS AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is available on the website at https://www.iwpkatha.com/files/codes-policies/Policy_ Remuneration%20for%20Director %20&%20KMP.pdf

34. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as ‘Annexure -4' and forms part of this Board's report.

The particulars of Managerial remuneration as stated in section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as ‘Annexure- 5'and forms part of this Board's report.

35. RISK MANAGEMENT POLICY

Your Company's Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impacts on the business objectives and enhance the Company's competitive advantage.

The Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

36. INSIDER TRADING POLICY

The Company's Insider Trading Policy provides the framework for in dealing with securities of the Company by the insider. The Company's Policy in line with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, is available on the website of the Company at https://www.iwpkatha.com/files/codes-policies/Code_ of_Conduct_Policy_2019.pdf

37. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2024 is available on the Company's website https://www. iwpkatha.com/financial_ performance.html

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or Guarantee covered under the provisions of Section 186 of the

Companies Act, 2013. The details of Investments are disclosed in Note No. 4 to the standalone financial statements, which are within the prescribed statutory limits.

39. CREDIT RATING

During the year under review, ICRA Limited (ICRA) has affirmed the long-term rating of [ICRA]BB+(pronounced ICRA double B plus) and the short-term rating of [ICRA] A4+ (pronounced ICRA A four plus). The outlook in the long term is Stable.

40. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, the Company has transferred the unclaimed and unpaid dividend of Rs. 1,71,401/-. Further, 12090 corresponding equity shares on which dividends were unclaimed for seven consecutive years were also transferred as per the requirement of the IEPF Rules. The details are provided in the Shareholder Information section available on our website, at https:// www.iwpkatha.com/un_dividend.html

41. PARTICULAR OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contractual arrangement with related parties referred to in section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is appended as ‘Annexure - 6' to the Board's Report.

The details of related party transactions are disclosed in the notes to the financial statements.

During the FY2024, there was no material Related Party Transactions as defined in Regulation 23 of the SEBI Listing Regulations.

The policy on Related Party Transactions as approved

by the Board is uploaded on the Company's website at https://www.iwpkatha.com/files/codes-policies/Policy_ Related% 20 Party%20Transaction.pdf

42. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules. The policy on Prevention on Sexual Harassment at Work Place as approved by the Board is uploaded on the Company's website at https://www.iwpkatha.com/files/ PREVENTION_ ON_SEXUAL_HARASSMENT.pdf

The Committee met once during the FY2024 on February 12,2024

There was no complaint pending at the beginning and at the end of FY2024. No complaints have been received by the Committee during FY2024.

43. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure - 7 to this Report.

44. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Company's approach to its people.

45. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

46. ACKNOWLEDGEMENT

Your directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their cooperation and assistance extended.

Your directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued cooperation and support received from the shareholders.