(Including Management Discussion and Analysis)
TO THE MEMBERS OF WENDT (INDIA) LIMITED
Your Directors have the pleasure in presenting the 43rd Annual Report of Wendt (India)
Limited (hereinafter referred to as 'the Company') together with the Audited Financial
Statements for the year ended 31st March 2025. 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
During 2024, the global economy grew at uneven pace across different regions.
Manufacturing activity slowed down in many parts of Europe and Asia due to supply chain
issues and weak global demand. However, the services sector showed better performance and
supported growth in several economies. Inflation reduced in most countries, though prices
in the services sector remained high. While commodity prices remained stable, there is
still a risk of prices rising together again. As growth and inflation trends differ across
countries, central banks are expected to take different approaches to interest rate cuts.
This could create uncertainty around future inflation and interest rates. In addition,
global economic stability continues to face challenges from ongoing geopolitical tensions,
conflicts, and changes in trade policies.
In this global context, India displayed steady economic growth. As per the first
advance estimates of national accounts, India's real GDP is estimated to have grown by 6.5
per cent in FY 2024-25. Growth in the first half of FY 2024-25 was supported by
agriculture and services, with rural demand improving on the back of record Kharif
production and favorable agricultural conditions. The manufacturing sector experienced
headwinds due to subdued global demand and certain domestic seasonal factors. However,
private consumption remained steady, reflecting resilience in domestic demand. Fiscal
discipline and strong external balance supported by a services trade surplus and healthy
remittance growth contributed to macroeconomic stability. Together, these factors provided
a solid foundation for sustained growth amid external uncertainties.
Looking ahead, India's economic prospects for FY 2025-26 are balanced. Headwinds to
growth include elevated geopolitical and trade uncertainties and possible commodity price
shocks. Domestically, the translation of order books of private capital goods sector into
sustained investment pick-up, improvements in consumer confidence, and corporate wage
pick-up will be key to p ro m o t ing growth. A revival in rural demand-supported by a
rebound in agricultural output, moderation in food inflation, and a stable macroeconomic
environment-adds an upside to near-term growth. Overall, India will need to improve its
global competitiveness through grassroots-level structural reforms and deregulation to
reinforce its medium-term growth potential.
While the latest projections by International Monetary Fund (IMF) has pegged global
growth at 3.3% and 3.7% for 2025 and 2026, respectively, the latest tariff announcements
by the US government are expected to impact global growth, but experts indicate no
imminent risk of recession. The economic outlook for India is projected to be stable at
6.5% in 2025 and 2026, maintaining its position as the fastest-growing major economy,
driven by robust private investment and macroeconomic stability.
INDUSTRY STRUCTURE & DEVELOPMENTS
The demand for Super Abrasive 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 Abrasive products are used extensively in 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 Abrasive 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 Abrasive Tooling
solutions, Grinding & Honing Machines and Precision components. A major contribution
to the Company's revenues comes from these industries.
COMPANY PERFORMANCE OVERVIEW (STANDALONE)
(Rs. in Lakhs)
|
FY 2024-25 |
FY 2023-24 |
% change |
Domestic Sales |
16834 |
15682 |
7% |
Export Sales |
4363 |
4944 |
-12% |
Total Sales |
21197 |
20626 |
3% |
EBITDA |
5112 |
5378 |
-5% |
Other Operating and Other Income |
1136 |
919 |
24% |
Profit Before Tax |
4969 |
5233 |
-5% |
Profit After Tax |
3829 |
3950 |
-3% |
Capital Employed |
21975 |
19201 |
14% |
Earnings per Share - Rs. |
191.46 |
197.49 |
-3% |
During the year the Company recorded sales of Rs.21197 lakhs, higher by 3% over the
previous year.
Super Abrasive Business
The Super Abrasive business comprising Diamond/CBN Grinding Wheels in various Bonding
Systems, Rotary Dressers, Stationary Dressers, Hones and Segmented products is the biggest
business vertical of the Company. The Company continues to take several initiatives
including product development, new customer acquisition, price correction, horizontal
deployment of successful applications and products, new markets, leveraging all its
products as a complete package solution to serve customers better to grow the business.
The Super Abrasive business achieved sales of Rs.14054 lakhs, which is higher by 7%
over the previous year.
The domestic Super Abrasive sales grew by 9% over last year. This is the highest ever
sales for domestic Super Abrasive business. The higher sales were from industries like
auto, auto ancillaries, steel, bearings, engineering, cutting tools etc. Some of the
initiatives for higher sales were close working on product development, key account
management for top customers, appointment of precision dealers, horizontal deployment of
successful applications, application teams support to the sales team and new product
launches etc.
The export Super Abrasives sales during the year was marginally higher by 2% over the
previous financial year. The marginal increase in export sales was due to reduced off take
from key customers in few countries. The volatile geopolitical scenario with continued
Russia-Ukraine conflict led to economic instability and changes in global trade route
leading to lower off take from Europe and other developed countries. The economic
recession faced in some of countries worldwide worsened the situation. The China plus one
strategy adopted by major economies with localisation led to reduced demand and continued
economic depression. The Company is focusing on identifying, targeting and onboarding new
distributors, including industry specific distributors like glass, aerospace, steel in
targeted countries, horizontal deployment of successful applications and products,
dedicated customer meetings/calls, enhanced use of digital media, e-commerce, technical
webinars, social media posts, marketing campaigns and participation in international
exhibitions in focus countries etc.
Machines Business
Machine tool sales comprises sale of machines both domestic and export, spares, service
and refurbishing of old machines. In the Machines business, sales declined 8% to Rs. 4364
lakhs. The drop in sales was due to delay in orders and customers deferring purchase due
to adverse economic situation. The Company continued to mitigate supply chain issues by
better planning, bulk ordering of some of the critical parts for the year, working closely
with critical vendors and developing alternate vendors. The initiatives like advance
schedule release helped to execute delivery on time. Further, other initiatives like
design for parts standardisation, dynamic contract reviews and micro level planning,
senior management interaction and visits to major suppliers, application demonstration and
improving operational efficiency through Total Employee Involvement (TEI), relay-out of
shop to increase the number of assembly bays, cost optimisation etc., helped in meeting
the plan.
During the year, the Company manufactured 51 machines. The industry-wise machine sales
during last year comprises majorly to steel followed by cutting tools, engineering and
auto. The Company executed several new machines during the current year which was well
accepted by the customers. The Company's strategy of moving from industry specific to
application-based machines yielded good results during the year. These machines have been
well received by the customers, projecting a good performance. Machine sales in the export
market achieved good growth and acceptance by the customers.
During the financial year, the Company entered into a technology transfer agreement
with Wendt GmbH, one of the Promoters of the Company for manufacturing peripheral grinding
machines for insert grinding applications. This technology will help the Company to tap
into the global market for peripheral insert grinding machines with a strategic focus on
the sale of new machines, service revenue and upgrade the installed machines worldwide.
Precision Products
The Precision Products business clocked sales of Rs. 2779 lakhs, higher by 2% over the
previous year.
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 maintain its website with modified and improved content to
enhance interaction and engagement with customers. The website's look and feel has been
upgraded with enhanced graphics and user interface. Customers can explore the Company's
products and successful applications and place their orders online. Additionally, new
products and applications are regularly updated on social media platforms such as LinkedIn
and YouTube to increase customer awareness. These initiatives are focused on digital
marketing and ease of doing business in terms of servicing customers better.
Information Technology
On the Information Technology (IT) front, the Company has undertaken digital
transformation initiatives focused on simplifying and automating processes in areas of
production planning & control, procurement, marketing and Sales. This year, special
emphasis was placed on upgrading and revamping the Company's secure network along with
strengthening cybersecurity measures and improving data governance.
Applications Site
Automated Vendor Payment: Enabled end to end vendor payment automation by
integrating the Company's Enterprise resource planning (ERP) with Bank portal, while
addressing cyber security measures. This reduces the time spent on searching for open
invoices for payment and minimises documentation workflow.
Grit Weighment automation: Eliminates the need for printing of issue
slips and enhances communication between Production, planning and stores, ensuring timely
grit issuance to production. This lead to time saving, fewer manual entry errors, zero
stock variance and improves traceability to production.
Related Party Transaction (RPT): Eliminates manual tracking of Audit
Committee approval limits and simplifies capturing RPT values for individual vendors/
customers by executing single report. Enables automatic data validation and report
consolidation without any data loss. Establishes a defined path for ERP S/4 HANA
implementation through Readiness check.
Infra Site
Network upgrade and Revamping: For improving network performance, the
Company replaced existing systems with new firewall, network switches, Wi-fi controller
and devices. Additional Fiber connections were provided at various locations using a ring
topology to prevent network failure.
Infrastructure & Security: Network upgrades were completed to enhance
reliability and performance across sites. The cybersecurity framework was strengthened
through upgraded firewall policies, implementation of endpoint protection, SolarWinds,
Sentinel One endpoint security and multi-factor authentication (MFA) across all user
accounts.
Exhibitions and Seminars
The Company continues to participate in several exhibitions to showcase its products
and to build rapport with customers. The Company participated in and displayed its
products at IMTEX Bangalore which was well accepted by the customers. Some of the other
expos attended during the year are National Expo for Steel and Refractory industries,
India International Supply Chain Conference (IISCC), Advanced Ceramics for Sustainability
(CERA4S 2024), Armtech Exhibition, Apsicon 2025 etc. Besides, the Company also conducted
Technology Days and technical seminars at various customer places to educate the customer
on the Company's products and applications.
The Company leverages its core strength like complete product range - Super Abrasives,
Machine Tools and Precision Components with access to German technology, renowned global
brand 'Wendt', global connect, domain knowledge and continued patronage from customers to
grow its business and serve its customers better. It remains focused on exploring new
business opportunities in Aerospace, Compressor & Hydraulic parts, Special Inserts and
Carbide industry by deploying its core competencies - expertise, experience and knowledge
in Grinding, Machines & Super Abrasive Tools for manufacturing related Precision
Components.
Manufacturing
The Company continues to focus on improving operational efficiency as well as optimal
utilisation of various resources-man, material and machines in manufacturing and
production areas. The Company has implemented various initiatives to improve efficiency of
its processes and products. Some of the key ones are -
QRM initiatives were extended beyond manufacturing shop floors to include
manufacturing office operations through the formation of Q-ROC (Quick Response Office
Cell), helping streamline operations including supply chain activities. Reduced and
sustained manufacturing lead times to improve throughput velocities.
A focused cost reduction approach was implemented using Hoshin Kanri A3
methodologies, resulting in measurable cost reductions in manufacturing variable cost,
manufacturing fixed cost and manufacturing depreciation cost.
Significant productivity improvements were achieved through automation projects
in Resin, Electroplated and Rotary Dressers product groups.
All planned CAPEX for the year was successfully implemented, creating an
additional 20% capacity with advanced and high-productivity equipment.
Efforts were concentrated on improving employee productivity in bottleneck
processes.
Initiated manufacturing of glass grinding wheels for venturing newer
opportunities.
The Company rolled out initiatives like Existing Products Improvement (EPI), New
product Development (NPD) etc., during previous year which was further strengthened to
continue pipeline of products offering better value to the customers.
Focus on Process Efficiency
Supply Chain efficiency is one of the Company's key focus areas. The Company continues
its focus in reducing product lead time and improving operational efficiency by reducing
Work in Progress (WIP).
On the raw materials front, the Company continuously develops alternative, reliable and
competitive sources/suppliers for critical raw materials including
The key growth drivers for India are
Sector Outlook
Manufacturing "Make in India", Production Linked Incentive (PLI) schemes, and
supply chain shifts from China to India.
Green Energy Big push for solar, wind, hydrogen. India aims for net-zero by 2070.
Technology Artificial Intelligence (AI), semiconductors, and deep tech startups gaining
traction.
Infrastructure Massive government investments in highways, railways, ports, and
airports.
Financial Services Credit access is improving. Fintechs and Non-Banking Financial
Companies (NBFCs) are expanding rapidly.
The anticipated key challenges are:
Unemployment & Underemployment, particularly in rural and informal sectors.
Skill gap for jobs in emerging industries.
Inequality and regional disparities.
Climate risks (heatwaves, water scarcity etc.).
Exposure to global economic shocks like fluctuating oil prices and geopolitical
tensions India's distinct advantages include:
A large domestic market.
Strong startup ecosystem with over 100 unicorns.
A strategic geopolitical position (Quad, G20, BRICS).
Consistent focus on ease of doing business.
India's GDP is expected to grow to USD 7.5 trillion in 2030 from present USD 3.8
trillion in 2024. This implies India adds another India in 7 years and set to become the
Diamond/CBN, machine castings, systems, electrical, chemicals etc. However, to mitigate
supply chain disruption, the Company has tied up with critical suppliers with annual
orders delivery schedules.
FUTURE PROSPECTS AND OUTLOOK
India is expected to maintain a 6.5 - 7.5% annual GDP growth rate in the medium term.
Goldman Sachs, the International Monetary Fund (IMF), and the World Bank project that
India will become the world's third largest economy by 20272030, surpassing Germany
and Japan. India enjoys demographic dividend with over 65% of the population below the age
of 35 years. Rapid urbanisation and growing middle class are likely to boost consumption
and productivity. Meanwhile, India is experiencing a digital economy boom with strong
growth in fintech, e-commerce and IT services. India Stack, Unified Payments Interface
(UPI), Open Network for Digital Commerce (ONDC), and 5G rollout are transforming the
digital infrastructure. By 2030, the digital economy is expected to contribute $1 trillion
to the country's GDP.
Manufacturing Hub for the World. This is a big positive for India as no other economy
in the world has such high growth rate. India has advantages to capitalise on this unique
opportunity which includes the potential for significant domestic demand, the drive to
encourage manufacturing, and with a distinct demographic edge, including considerable
proportion of young workforce. The Government's push to sectors like roads, railways and
metro rail, urban transport, ports, inland waterways and airports, renewable energy (based
on India's commitment to Net Zero by 2070), Green infrastructure in terms of green
hydrogen, EV and thrust to defence production and exports is expected to boost domestic
manufacturing.
The Company's products are used extensively for Auto, Auto Ancillaries, Engineering,
Cutting Tools, Steel, Ceramics, Refractories, Defence, Aerospace, Construction and other
industry segments. As such the
Company closely monitors the developments in these sectors and accordingly devises its
business strategy.
The Indian Automotive industry is expected to see a substantial growth over the next 10
years, driven by factors like rising incomes, urbanisation, and a growing middle class
group. Passenger vehicle sales are projected to reach 6 million units by 2030, with a
Compound Annual Growth Rate (CAGR) of 5.6% from 2024 to 2030. The overall Automotive
market, including both passenger and commercial vehicles, is expected to reach 7.5 million
units by 2030, with a CAGR of 5.7%. While internal combustion engine (ICE) vehicles will
continue to hold a significant share, Electric Vehicles (EVs) and hybrid vehicles are
expected to see rapid growth.
The Indian steel industry is experiencing robust growth, driven by strong domestic
demand and government support. Projections indicate significant increases in both
production and consumption, with the industry aiming to reach 300 million tonnes crude
steel capacity by 2030-31. Per capita steel consumption is also expected to rise,
signaling a positive outlook for the sector.
The Indian Abrasives market is experiencing robust growth, driven by increasing
industrial activity and infrastructure development. The market is projected to reach USD
3.87 billion by 2033, with a CAGR of 6.02% from 2025-2033, according to International
Market Analysis Research and Consulting (IMARC) Group. This growth is fueled by rising
demand from key sectors like automotive, construction, and metal fabrication. Initiatives
like 'Smart Cities Mission' and 'Housing for All' along with rising demand for electronics
and automobiles are driving the growth of Indian Abrasives market.
The Indian Super Abrasives market is experiencing substantial growth, driven by
increasing demand from various industries and technological advancements in abrasive
materials and processes. While Super Abrasives currently hold a small percentage of the
overall Indian Abrasives market, growth rate is projected to be the highest among
different Abrasive types.
The global Super Abrasives market is experiencing substantial growth, with forecasts
indicating a market value of USD 19.9 billion by 2034, up from USD 11.1 billion in 2024,
exhibiting CAGR of 6.0%. This growth is driven by increasing demand from various
industries, including consumer electronics, transportation, and manufacturing.
Major factors responsible for the growth of global Super Abrasives market include
growing awareness for adoption of high-end technologies and their benefits coupled with
the continuing growth of the Automotive industry. Besides, the product is widely popular
due to its long life cycle, high scale hardness and superlative performance, which is
anticipated to spur the global Super Abrasives market growth.
The expected growth of the above sectors provides good opportunities for the Company's
products - Super Abrasives, Machines, and Precision Components in future.
The Company's growth lies in constantly monitoring changes in the external environment
and adapting to the emerging customer needs. Accordingly, mega trends and underlying new
opportunities that unfold are being tracked continuously.
The growing usage of Super Abrasive products for various medical applications such as
surgical instruments, hypodermic needles, dental implants, knee, hip and shoulder joints
create new opportunities for the Company to explore through technical collaboration and
new products 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.
Trademark Assignment Agreement
During the year, the Company has entered into a Trademark Assignment Agreement
(Agreement) with Wendt GmbH, one of its Promoters, for acquiring the absolute ownership of
the "Wendt" brand and trademarks with over 60 registrations in 40 countries,
owned by Wendt GmbH and/or its affiliates worldwide. The approval of the shareholders was
obtained through postal ballot on 26th February 2025 and the transfer of the trademark
consummated on 28th March 2025.
As on the date of this report, the Company, is the absolute owner of the trademark
Wendt', a well-known mark in the international Machine building and Abrasives
market.
Amendment to Shareholders' agreement
The Board at its meeting held on 21stJanuary 2025 had taken note of the amendment to
the Shareholders' agreement entered into between the Promoters of the Company, Carborundum
Universal Limited and Wendt GmbH amending certain terms of the Shareholders agreement for
enabling Wendt GmbH to sell its shareholding in the Company as a part of this strategic
review of exiting its investments in the Company.
SUBSIDIARY COMPANY
Wendt Grinding Technologies Limited, Thailand
The Company's wholly owned subsidiary, Wendt Grinding Technologies Limited, Thailand,
(the Subsidiary') achieved sales of Thai Baht 887 lakhs (about Rs. 2154 lakhs) which
is 3% lower than last year. This is due to unprecedented challenges and industry slowdown
on strong resolve and business acumen challenging the unfavorable conditions and churning
out results on a consistent basis.
The Profit Before Tax was Thai Baht 71 lakhs (about Rs. 172 lakhs), 18% lower than
previous year and the Profit After Tax was Thai Baht 57 lakhs about (about Rs. 137 lakhs),
19% lower than previous year.
During the year, the Subsidiary resorted to working closer with the parent company in
India with focus on cost and receivables control, establishing new product trials,
increasing product and customer basket and strengthening the export business. These
initiatives is expected to help in de-risking the business by compensating for the decline
in existing products. Focus on providing value added services, enhancing product basket,
new customer additions and entering new geographies is expected to yield desired results.
The Subsidiary will continue to focus on core business & value-added services and
increased customer/product base along with measures to ensure OPEX, safety and cash flow
to achieve sustainable & profitable growth.
KEY CONSOLIDATED FINANCIAL SUMMARY |
|
|
(Rs. in Lakhs) |
|
FY 2024-25 |
FY 2023-24 |
% change |
Sales |
23114 |
22482 |
3% |
EBITDA |
5259 |
5564 |
-5% |
Other operating and other Income |
1134 |
913 |
24% |
Profit BeforeTax |
5123 |
5421 |
-5% |
Profit After Tax |
3948 |
4095 |
-4% |
Earnings per share - Rs. |
197.43 |
204.77 |
-4% |
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the financial year 2024-25 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 subsidiary, 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 Subsidiary
is available on our website www.wendtindia.com.
DIVIDEND
Considering the past dividend pay-out ratio and the current year's operating profit,
the Board has recommended a final dividend of Rs. 20/- per equity share of Rs.10/- each
for the year ended 31st March 2025. Besides, an interim dividend at the rate of Rs. 30/-
per equity share of Rs.10/- each was declared in January 2025 and paid in February 2025.
This aggregates to a total dividend of Rs. 50/- 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 w e b s i t e
h t t p s : / / w e n d t i n d i a . c o m / w p
-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 31st March
2025 are in line with this policy.
TRANSFER TO RESERVES
The Company transferred Rs.383 lakhs to the General Reserve. An amount of Rs.1412 lakhs
is retained in the Statement of Profit & Loss.
year ended 31 March 2025. Besides, an interim dividend |
|
APPROPRIATIONS |
(Rs. in Lakhs) |
Appropriations |
|
Profit After Tax |
3829 |
Add: Other Comprehensive Income |
(55) |
Add: Balance brought forward from previous year |
11,729 |
Total |
15,503 |
Recommended appropriations |
|
Transfer to General Reserve |
(383) |
Dividend - Final (Dividend paid for 2023-24 - Rs.20/- per share of face
value of Rs.10/- each) |
(400) |
Dividend -Interim (Dividend paid for 2024-25 - Rs.30/- per share of face
value of Rs.10/- each) |
(600) |
Balance carried forward |
14120 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company believes that social responsibility is not just a corporate obligation that
has to be carried out, but an opportunity to make a difference. All our CSR programs are
aimed at inclusive growth and sustainable development of the community.
Grounded in ethical business practices, the Company's CSR efforts are designed to
foster economic development while directly benefiting local communities and society at
large. As a proud member of the Murugappa Group, the Company continues to uphold the
Group's long-standing tradition of philanthropy by allocating a portion of its profits for
social causes. The Group's core CSR philosophy emphasises education and healthcare,
delivered through service-oriented institutions.
Education Initiatives
During the financial year 202425, the Company implemented a range of impactful,
education-focused initiatives aimed at improving infrastructure and learning outcomes in
government schools around the Hosur region.
Key projects were:
Construction of classrooms at Government Panchayat Union Primary (PUP) Schools
in Peddaelasagiri and Begepalli, Hosur.
Installation of RO drinking water systems at PUP Schools in Peddaelasagiri,
Zuzuvadi and Sri Sathya Sai Bala Gurukulam Matriculation School, Hosur.
Provision of computer and projector system to the Sri Sathya Sai Bala Gurukulam
Matriculation School, Hosur to support digital learning.
Installation of Smart Boards at PUP Schools in Bedarapalli and Matham Agraharam,
higher secondary Urdu School in Hosur, and the Sri Sathya Sai Bala Gurukulam Matriculation
School, Hosur.
Supply of desks and benches for students at PUP Schools in Zuzuvadi,
Bedarapalli, Arasanatti, and Matham Agraharam in Hosur.
Provision of tables and chairs for teachers at PUP Schools in Bedarapalli and
Arasanatti in Hosur to enhance classroom environments.
Construction of a Prayer Stage at the PUP School in Chinnaeleasagiri in Hosur to
facilitate school gatherings and cultural activities.
Provision of photocopy machines to the PUP Schools in Bedarapalli and Urdu
higher secondary School in Hosur to support administrative and academic needs.
The Company remains steadfast in its commitment to revitalizing government schools,
many of which continue to operate with inadequate infrastructure and limited resources.
Healthcare Initiatives
As part of its healthcare efforts, the Company contributed a Pasteurizer with Chiller
and Breast Pump to the Government Hospital in Hosur. It is intended to strengthen the
infrastructure of government healthcare facilities serving underprivileged and rural
population.
28 Annual Report 2024-25
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 programs 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
202425, the Company spent Rs. 94.27 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. 4,18,175 being
unclaimed dividend during the year, pertaining to the Final dividend for the FY 2016-17
(Rs. 3,19,935) and the Interim Dividend of FY 2017-18 (Rs. 98,240) was transferred to IEPF
after sending due reminders to the shareholders.
FIXED DEPOSITS
The Company has not accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the rules framed thereunder, and no amount of
principal or interest was outstanding as on the balance sheet date.
LOANS AND INVESTMENTS
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.
|
|
|
(Rs. in Lakhs) |
Description |
As on 31.03.2024 |
Movement (net of deletions) |
As on 31.03.2025 |
Loans given by the Company |
- |
- |
- |
Corporate Guarantee given by the Company |
- |
- |
- |
Investments made by the Company |
277 |
- |
277 |
Current Investments: Investments in Mutual Funds as on 31.03.2025 was Rs.4578 Lakhs.
KEY RATIOS
Sl.No. |
Ratio |
In terms of |
31.03.2025 |
31.03.2024 |
1. |
Performance Ratios |
|
|
|
a. |
Operating Profit / Net Sales |
(%) |
19 |
22 |
b. |
EBIDTA / Net Sales |
(%) |
28 |
29 |
c. |
PBIT / Net Sales |
(%) |
23 |
25 |
d. |
Net Profit / Net Sales |
(%) |
18 |
19 |
e. |
Return on Capital employed |
(%) |
27 |
27 |
f. |
Return on Equity |
(%) |
19 |
22 |
g. |
Fixed Asset Turnover Ratio |
Times |
2.54 |
3.58 |
2 |
Activity Ratios |
|
|
|
a. |
Inventory Turnover Ratio |
Days |
59 |
58 |
b. |
Receivable Turnover Ratio |
Days |
101 |
79 |
3 |
Liquidity Ratio |
|
|
|
a. |
Current Ratio |
Times |
2.11 |
2.37 |
There is no significant change in the ratios and the decrease in Return on Equity
(Return on Net worth) is on account of lower Profit after tax (PAT) during the year.
Internal Quality Improvements: Strengthened the internal process audit system with
an emphasis on process adherence and continual improvement.
Supplier Quality Management: Collaborated with suppliers on defect reduction,
achieving a First time right (FTR) rate of 99.91% and significant improvement in incoming
quality levels.
Certifications and Audits:
During the FY 202425, the Quality team successfully maintained all applicable
quality management system certifications, reinforcing the organisation's commitment to
global standards and customer expectations.
The Company has certifications of ISO 9001: 2015, ISO 14001: 2015, ISO 45001: 2018,
EN9100: 2018, IATF 16949: 2016 and EN 13236: 2019 reinforcing its commitment to ensure
that Quality Management Standards are met.
The Company has successfully re-certified for ISO 9001: 2015, IS0 14001: 2015, ISO
45001: 2018, EN9100: 2018 and IATF 16949: 2016 Standards during the year and re-certified
for EN13236: 2019.
SAFETY, HEALTH AND ENVIRONMENT (SHE)
Safety continues to be the key area of focus for the Company. Behavior based training
both in person as well as virtually were conducted to promote a culture of safe working.
The Company recognises the need and is committed to providing Safe, Healthy and Socially
Accountable Work Culture in the Organisation.
All personnel on a periodical basis receive effective health and safety training,
including on-site training, job specific training etc. During the year, the Company has
provided trainings for creating awareness about the significance of
The Annual medical check-up facility continues to assess the health status and risk of
the employees. Employees benefitted from awareness sessions organised on the theme- FHH
(Fitness, Health and Happiness) and were encouraged to take initiatives to improve their
health and fitness.
During the year, several key initiatives were continued, including the conduct of
quarterly mock drills for fire safety, provision of specialised medical attention for
employees engaged in sensitive and high-risk processes, and strict enforcement of the use
of Personal Protective Equipment (PPE). The Company also adhered to zero-discharge norms
in its Effluent Treatment Plant (ETP) and Sewage Treatment Plant (STP), and maintained
robust systems for the safe handling and disposal of hazardous waste.
RECOGNITIONS AND AWARDS
The Company encourages its employees to participate in customer audits, group
competitions, various national and international events & competitions. During the
year, the Company received many awards and accolades from well recognised organisations,
establishments and certifying bodies for various distinctive achievements. Needless to
mention that these recognitions and accolades enhance the passion and optimism among the
employees and act as key motivator for the Company as a whole. Some of the key
recognitions received during the year are as follows:
OEM Recognition Award
The Company received Original Equipment Manufacturer (OEM) Recognition Award.
CFO 100 -Roll of Honor 2025
The Company's Chief Financial Officer (CFO), Mukesh Kumar Hamirwasia was conferred with
the CFO 100 Roll of Honor 2025 from CFO Collective (IMA India).
QCFI-NCQC 2024 Competition
Won 2 Excellence Awards in NCQC Competition held during Dec 2024.
QCFI-CCQC 2024 Competition
8 teams participated in CCQC Competition during Oct 2024, 7 teams won Gold Award and 1
team won Silver Award.
CUFEST 2024 Awards
Employees participated in Group-level Quality competition 'CUFEST 2024' (Quality
festival of CUMI), and won awards for Suggestion, Engineering Excellence, SGA, and 5s
categories.
OPPORTUNITIES & THREATS OPPORTUNITIES
Disruptive technologies like Electric Automobiles, the recent emerging trend in the
Automotive industry, although a threat to the IC engine, also provides opportunities to
explore this segment and find opportunity in this industry.
Nano Cubic Boron Nitride Abrasives are likely to augment applicability of Super
Abrasives in many medical and electronic industry applications. The Company is exploring
to venture into EV, medical and electronics segments by collaboration and technology
tie-ups with global partners to grow further.
The industries in the Auto, Aerospace, and Electronics manufacturing space demand
high-performance applications. Improvements in the design of diamond wheels used to finish
ceramics can be key to cost- effective manufacturing. Metal-bond specially design wheels
for longer wheel life can lead to shorter process cycle times while also ensuring longer
life, thereby reducing the overall grinding cost. The Company achieving the Aerospace
certification is a step in looking at growing this segment in future.
The Company would continue to leverage upon its vast experience and technical
expertise, deep understanding of customer requirements, comprehensive product range,
superior technology and the resultant competitive edge emerging out of its complementary
business verticals namely Super Abrasives, Machine Tools and Precision Components.
Further, the Government's focus on Projects like 'Make in India' and 'Make for World'
are expected to give a boost to the Company's products being import substitute, thus
helping in conservation of precious foreign exchange during these difficult times.
THREATS
Industry leaders across the globe, with high brand value afford significant Research
operations. Investment in Research &Development activities by these major players to
innovate in the existing products and develop new technologies to sustain competition in
the market is very high. On the other hand, there are many unorganised, regional
proprietary run entities that are smaller in size with limited offerings, which address
customers' requirements in a specific region only.
In order to counter both the extremes, the Company strives to evolve a unique approach
to improve its market presence, market share and address both the segments. To address the
price competitive market, the Company has launched fast-moving and Standard Super
Abrasives and other tooling products and has been aggressively conducting promotional
activities at the vicinity of high potential customers. For addressing the high
performance, quality conscious segment, the Company is working with foreign Research
Institutes and is on lookout for product specific, niche manufacturers for acquiring
state-of-the-art technology.
The Company has been able to continuously add value, the summary of which is given
below: (Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
2022-23 |
2021-22 |
2020-21 |
Generation of Gross Value added |
9965 |
9736 |
9432 |
7494 |
5451 |
Breakup on Application of Value added |
|
|
|
|
|
Payment to Employees |
3977 |
3637 |
3362 |
3110 |
2928 |
Payment to Share holders (on payment basis) |
1000 |
1600 |
1500 |
800 |
700 |
Payment to Government |
1094 |
1273 |
1213 |
921 |
375 |
Payment to Directors |
35 |
35 |
39 |
29 |
24 |
Towards replacement and expansion |
3859 |
3190 |
3318 |
2634 |
1424 |
Total |
9965 |
9736 |
9432 |
7494 |
5451 |
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 a robust business risk management process to identify, evaluate and
mitigate risks impacting the business including those which may threaten the existence of
the Company. This framework seeks to create transparency, minimise adverse impact on the
business objectives and enhance the Company's competitive advantage. This also defines
risk management approach across the organisation across various levels including
documentation and reporting. The framework has different risk models which help in
identifying risk trends, exposure and potential impact analysis at a company level and
also for the business segments.
In an ever-changing economic landscape marked by dynamic customer demand, the Company
proactively monitor risks to evaluate their potential short term and long term impact and
strategically plan for effective mitigation.
The Company determines the categories of risk from strategic, operational,
environmental, legal, social, cyber risks, extended to enterprise and financial risks
which the organisation may be exposed to and could impact its ability to conduct its
business operations without disruption, to provide customer satisfaction and achieve
sustainable success.
The Risk Management also forms an integral part of the Company's Business Plan.
The Company has also developed a structured Risk Management Policy encompassing 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 continued to review the risks and mitigation plan as per the
adopted Charter and Risk Management Policy.
After the risk is identified, risk prioritisation is undertaken which involves
assigning a score based on the impact (potential outcome) & likelihood (probability of
occurrence).The risks are also assessed for velocity (how fast a risk can impact an
organisation) to assess the need for crisis plan.The risk response of the Company is of
the following types:
Avoidance i.e., not to start or continue with an activity which gives rise to a
risk.
Sharing the risk i.e., sharing with another party, the burden of loss or the
benefit of gain, from a risk.
Mitigating risk, an action that reduces the impact or likelihood of a risk.
Retention, where no worthwhile controls actions are feasible, and the risk is
within the Company's tolerance level.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
The Company had adopted IndAS with effect from 1st April 2016 pursuant to the Companies
(Indian Accounting Standard) Rules,2015 notified by the Ministry of Corporate Affairs on
16th 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 which evaluates the
effectiveness and adequacy of internal controls, compliance with operating systems,
policies and procedures of the Company and recommends 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. A periodical review of capital
expenditure with reference to benefits forecasted is done. Physical verification of assets
is also periodically undertaken.
The Audit Committee reviews the overall functioning of Internal Audit on a periodical
basis. Periodical reviews of audit plans, observations, and recommendations of the
internal and external auditors, with reference to the significant risk areas and adequacy
of internal controls are undertaken by the Committee and keeps the Board of Directors
informed of its observations, if any, from time to time.
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.
The Board based on the recommendation of the Audit Committee had re-appointed M/s.
Profaids Consulting as Internal Auditors of the Company.
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 Organizations (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;
Identification of improvements and upgrades to the control;
Improving 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 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) resulting in 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 31st March 2025, the Company's investment in debt mutual funds was Rs.4578 lakhs
in securities holding papers with high credit rating.
Costs
The Company continues the cost optimisation initiatives which started as a dedicated
programme during the pandemic. This leads to continued focus on controllable costs in
terms of reduction of losses and rejections, better negotiations with suppliers and
vendors, price increase with customers and better price realisation from sale of scrap
etc. 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 has resulted in good improvement in the bottom line.
FINANCIAL POSITION
Share Capital
The paid-up equity share capital as on 31st March 2025 was Rs. 200 lakhs. During the
year under review, the Company has not issued shares with differential voting rights nor
granted stock options nor sweat equity.
Shareholders' Funds
The shareholders' fund as on 31st March 2025 was Rs.21975 lakhs against Rs.19201 lakhs
of previous year. Accordingly, the book value of the share stands at Rs. 1099/- as
compared to Rs.960/- 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
requirement and for meeting the temporary mismatches in its cash flow.
Credit Rating
Your Company's credit rating as on 31st March 2025 is as follows:
Rating Agency |
Long-term Debt facilities |
Short-term Debt facilities |
ICRA Limited |
AA (-) Stable, |
A1(+) |
|
Positive Outlook |
|
The working capital limits of the Company continued 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 also continued to be
reaffirmed as A1+ (pronounced ICRA A one plus).
There are no material changes and commitments affecting the financial position of the
Company which occurred between 31st March 2025 and the date of this Report.
ASSETS
CAPITAL EXPENDITURE
The Company follows the policy of being prudent in its capex spend. During the current
year, the capital expenditure was Rs. 5829 lakhs (Previous year: Rs.1115 Lakhs). The major
capex spent was on addition of new plant & machinery towards capability building in
fast growing products and new products capacity enhancements, which are critical for the
future growth of the Company. Further, the Company acquired the Wendt' brand at a
consideration of Rs. 3508 lakhs.The acquisition of this brand will help Company leverage
the global market. 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 31st March 2025 is Rs. 3440 lakhs which is at same levels as
against previous year (Rs. 3385 lakhs as on 31st March 2024). Receivables (Gross) as on
31st March 2025, were at Rs. 6694 lakhs against Rs.5220 lakhs during the previous year.
The higher receivables are due to record highest sales executed during March 2025. 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, DSO
is at 101 days as on 31st March 2025 (79 days as on 31st March 2024), primarily on account
of higher sales during March 2025. This ensures that receivables are kept under control
and payments received on time.
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.94 lakhs (Previous Year: Rs.93 lakhs).
Human Resource
At Wendt, an engineering and knowledge-driven organisation, employees are regarded as
the Company's most valuable assets. The Company is proud of its strong and diverse
workforce, where every individual is seen as a "Partner in Progress." The
Company's human capital - encompassing the education, experience, potential, and
capabilities of our people - is a key intangible asset that drives business growth and
innovation.
The Company actively promotes diversity and encourages employee involvement in
continuous improvement initiatives such as Cross Functional Teams (CFTs), Kaizens, Small
Group Activities (SGAs) and the Suggestions Scheme, fostering a culture of ownership and
collaboration at all levels.
Employee Safety and Wellbeing remain top priorities, with direct oversight and
commitment from the Board. Periodic training and awareness programs are conducted to
proactively identify and eliminate unsafe working conditions. The Company has also engaged
a professional counsellor to support employees' mental health and wellbeing, supplemented
by monthly wellness sessions led by subject matter experts on various health-related
topics. The Company takes pride in reporting zero-accident record
throughout the financial year. This achievement reflects
continued commitment of the Company to the highest
standards of workplace safety, proactive risk management
and the collective efforts of all employees in fostering a
culture of safety and accountability.
Industrial harmony has been sustained through cordial
employee relations and a positive work environment. As of
31st March 2025, the Company's permanent employee
strength stood at 391. Various employee committees such
as Health & Safety, Canteen, Events, Women's POSH and
Works Committee remain active in driving employee
engagement and addressing grievances in a timely and
effective manner.
The Company continues to uphold its commitment to a safe
and respectful workplace through a robust Policy on
Prevention of Sexual Harassment, in alignment with the
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been duly
constituted as per statutory requirements. No complaints
were received during the year under review.
Major HR Initiatives of 2024-25
Enabling Change Management & Leadership
Development
Developed a long-term strategic recruitment plan to
address future workforce needs, including targeted
headhunting for niche roles.
Conducted 9-Box assessments to identify high-
potential talent (L2 and L3) and initiated structured
leadership development programs.
Strategically restructured Product Development and
R&D teams to enhance agility and innovation.
Launched specialised training initiatives, including
international exposure in Germany for advanced
machine-building skills.
Continued to advance its alignment with LTS 2030
vision by focusing on capability building and workforce
planning.
Hiring & Onboarding Excellence
Regional consultants were engaged to support
location-specific hiring and improve recruitment
effectiveness.
Hired and trained Graduate Engineering Trainees
(GETs) for sales and application roles to build a future-
ready talent pool.
Enhanced the onboarding experience with revised
orientation, buddy and mentoring systems and pre-
boarding platforms.
Established functional head review mechanisms to
provide timely feedback to new hires and ensure
alignment of their early contributions with
organisational goals.
Talent Retention and Engagement
Conducted comprehensive market benchmarking
leading to pay adjustments to stay competitive and
retain top talent.
Introduced employee feedback mechanisms and
executed engagement surveys with targeted action
plans.
Increased senior leadership connect through regional
performance review visits.
Designed custom compensation packages for niche
technical positions to address talent gaps.
Operational Excellence and Productivity
Enhancement
Initiated labour demand forecasting and staffing mix
optimisation (permanent, trainee and contract).
Executed targeted upskilling programs to remove
productivity bottlenecks in key departments.
Integrated Lean principles and multi-skilling strategies
to improve workforce flexibility and output.
Digitalisation and Analytics
Digitised Human Resource (HR) processes including
recruitment, onboarding, attendance, reimbursement,
Employee Self Service (ESS), and performance
management.
Rolled out HR Analytics Dashboards for real-time
insights on key HR metrics, productivity and attrition.
Promoted AI-based tools to improve recruitment
quality and reduce process cycle time.
Industrial Relations and CSR
Sustained harmonious industrial relations through
regular shop floor engagement and proactive
grievance handling.
Formed employee committees to co-create solutions
and enhance workforce participation.
Rolled out wellness programs including monthly
awareness sessions and access to professional
counseling.
Supported CSR initiatives across seven (7) schools
through infrastructure improvement programs and one
(1) Government hospital.
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. Further, in line
with the amendments made in Listing Regulations pertaining to related party transactions
which are effective on prospective basis i.e. 13th December 2024 onwards, the policy on
dealing with related party transactions was amended to adapt to the changes.
In line with its stated policy, all Related Party transactions both under the Companies
Act, 2013 as well as the Listing Regulations are placed before the Audit Committee for its
review and approval. Prior approval of the Committee is obtained on a quarterly basis for
the transactions that are foreseen and repetitive in nature. Omnibus approval in respect
of transactions which are not routine, or which cannot be foreseen or envisaged are also
obtained as permitted under the applicable laws and the thresholds are periodically
reviewed. The list of Related parties is reviewed and periodically updated as per the
prevailing regulatory conditions. Further, as per amended provisions of Listing
Regulations, the Independent members of the Audit Committee are now allowed to ratify
Related Party transactions which are not material upto a value of ratified transaction of
Rs. 1 crore.
The details of transactions proposed to be entered with Related Parties are placed
before the Audit Committee for approval on an annual basis before the commencement of the
financial year. Thereafter, a statement containing the nature and value of the
transactions entered 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 of the Committee on a
quarterly basis. Besides, the Related Party transactions entered during the year are also
reviewed by the Board on an annual basis. During the Audit Committee meeting held on 14th
March 2025, the transactions of the subsidiary company 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 vide circular dated 14thFebruary 2025 read along with the Industry standards note.
During the Audit Committee meeting held on 14th March 2025, the estimated transactions
of the subsidiary company 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. The
approval of estimates and revisions to this list of transactions is planned in the same
manner as done for the parent company (detailed above).
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 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 financial year 2024-25, as required under Regulation 23 of the Listing
Regulations, the of the Members was obtained on 26th February 2025 for the material
related party transactions entered/ to be entered with Wendt GmbH during the FY 2024-25
and FY 2025-26 pertaining to purchase & sale of goods and materials, commission
income, consideration for trademark assignment and payment of technology license fee.
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.
The Policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website https://wendtindia.com/wp-content/uploads/2025/04/
Policy-on-Related-Party-Transactions.pdf 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.
B U S I N E S S R E S P O N S I B I L I T Y A N D SUSTAINABILITY REPORT (BRSR)
The Company's ethical and responsible behaviour complements its corporate culture.
Being a public listed company, the Company recognises that its accountability is not
limited only to its shareholders from a financial
Annual Report 2024-25 37 perspective but also to the larger society in which it
operates. In November 2018, the Ministry of Corporate Affairs (MCA) constituted a
Committee on Business Responsibility Reporting (the Committee') to finalise business
responsibility reporting formats for listed and unlisted companies, based on the framework
of the National Guidelines on Responsible Business Conduct (NGRBC'). Through its
report, the Committee recommended that Business Responsibility Reporting (BRR') be
upgraded to Business Responsibility and Sustainability Reporting (BRSR) where disclosures
are based on ESG parameters, compelling organisations to holistically engage with
stakeholders and go beyond regulatory compliances in terms of business measures and their
reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top
1,000 listed companies (by market capitalisation) from fiscal 2023.
A copy of the Policy is available at https://wendtindia.com
/wp-content/uploads/2025/02/Busines-Responsibility-Policy.pdf
The Business Responsibility and sustainability Report for the year ended 31st March
2025 in terms of amended Regulation 34 of the Listing Regulations is annexed to this
Report as Annexure E.
GOVERNANCE BOARD OF DIRECTORS
As on 31st March 2025, the Board of the Company comprised six (6) Directors of which
half (three) are independent.
During the FY 2024-25, Mr. C Srikanth stepped down as an Executive Director and Chief
Executive Director effective close of business hours on 5th May 2024 and Mr. Ninad Gadgil
was appointed as an Executive Director & Chief Executive Officer effective 6th May
2024 and the appointment was approved by the shareholders at the 42nd Annual General
Meeting held on 22nd July 2024. Mr. L Ramkumar was appointed as a Non-Executive
Independent Director at the 42nd Annual General Meeting with effect from 24thJuly 2024 for
a term of three (3) consecutive years. Mr. Shrinivas Govindrao Shirgurkar retired as a
Non-Executive Independent Chairman effective close of business hours of 23rd July 2024 on
completion of his term and Mr. Bhagya Chandra Rao was appointed as a Chairperson of the
Board effective 24th July 2024.
The Board places on record its appreciation for the services rendered by Mr. Shrinivas
Govindrao Shirgurkar and Mr. C Srikanth during their tenure of office as Directors of the
Company including as members of its various Committees. The Board welcomed Mr. Ramkumar
and wished him well in his role as an Independent Director.
Consequent to the changes in the Board composition, the constitution of Committees of
the Board was reviewed and revised more fully detailed in the Corporate Governance section
of the Report.
Mr. Sridharan Rangarajan retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re-appointment. A proposal for his reappointment is
included in the Notice convening the 43rd 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.
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. Ninad Gadgil, 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, nine (9) 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 in terms of structure,
its meetings, strategy, governance and other dynamics of its 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 the dynamics
of their functioning in terms of meeting frequency, effectiveness of contribution etc.
Separate questionnaires were used 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 was based on leadership qualities, strategic planning,
communication, engagement with the Board etc.
The Chairman was also evaluated based on the key aspects of his role. 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.
P O L I C Y O N A P P O I N T M E N T A N D 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 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.
Criteria for induction into Senior Management positions have also been laid down. During
the year, the code of conduct and the criteria for Senior Management was reviewed and
amended in line with the SEBI (Listing Obligation and Disclosure Requirements) (Third
Amendment) Regulations, 2024 dated 12th December 2024.
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. The policy lays down broad
guidelines for payment of remuneration to Executive and Non-Executive Directors within the
limits approved by the shareholders. Further details are available in the Corporate
Governance Report.
During the year, the Board Nomination Criteria and Remuneration Policy was reviewed and
amended in line with the SEBI (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024 dated 12th December 2024.
The Board Nomination criteria and the Remuneration policy are available on the website
of the Company at https://wendtindia.com/wp-content/uploads
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Board comprises four members out of which three (3) are
independent. Mr. L Ramkumar is the Chairman and other members are Mrs. Hima Srinivas, Mr.
Bhagya Chandra Rao and Mr. Sridharan Rangarajan. During the year, six (6) Audit Committee
meetings were held, the details of which are provided in the Corporate Governance Report.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records
and Audit) Rules, 2014 and amendments thereof, 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 2024-25 at a remuneration of
Rs.1,00,000/-. Further, they have been re-appointed by the Board to conduct the cost audit
for the FY 2025-26 at an enhanced remuneration of Rs. 1,10,000/- 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 2025-26 is
included in the notice convening the 43rd 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 22nd 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
40th Annual General Meeting until the conclusion of the 45th Annual General Meeting (AGM).
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 31st March 2025 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 auditors have commented on the availability of the audit
trail at the application level for modification to which the Company's response is as
follows:
The Company is using SAP software for maintaining its books of accounts. SAP software
keeps a complete record of all changes made to the system's data for front-end
transactions, thereby audit trail is ensured. The Company has already activated the audit
trail at SQL Data base level where it has started to capture all the logs. There is no
direct access for server and SQL database, other than super admin, where evidences are
stored. The activated audit trails capture the login details and change logs at frequent
intervals to ensure that changes are captured in the database level. Further, the audit
trail has been preserved by the Company as per the statutory requirements for record
retention. The Company has initiated the migration to S/4 Hana where the audit trail would
be in-built with additional features.
During the year under review, the Auditors have not reported any matter under Section
143(12) of the Companies Act, 2013, and hence there are no details to be disclosed under
Section 134(3)(ca) of the Act.
There were no material changes or commitments affecting the financial position after
the end of the financial year and date of this report.
SECRETARIAL AUDIT
M/s. Srinidhi Sridharan & Associates, Practicing Company Secretaries, Chennai was
appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for
the FY 2024-25. The report of the Secretarial Auditor for year ended 31st March 2025 is
annexed to and forms part of this Report as Annexure F. There are no qualifications,
reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the
Report.
In line with the SEBI (Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024 dated 12th December 2024, the Company is required to appoint
a Secretarial Auditor with the approval of the Shareholders for a term upto five (5)
years. Pursuant to Regulation 24A of the Listing Regulations, the Board of Directors at
their meeting held on 23rd April 2025, based on the recommendation of the Audit Committee,
have recommended the appointment of M/s. Sridharan & Sridharan Associates (Firm
registration number: P2022TN093500)to hold office for a term of five (5) consecutive years
from FY 2025-26 to FY 2029-30 at a remuneration of Rs. 1,00,000/- excluding out of pocket
expenses incurred by them in connection with the Audit and applicable taxes.
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
The compliance management system tracks compliances across 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
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 to and forms an integral part of this
Report.
CEO/CFO CERTIFICATE
Mr. Ninad Gadgil, 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. The Whistle blower policy is available on the Company's
website at https://wendtindia.com/wp-content/uploads/2024/08/
Whistle-Blower-Policy_Wendt.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
D I R E C T O R S ' R E S P O N S I B I L I T Y 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:
in the preparation of the annual accounts for the financial year ended 31st
March 2025, 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
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
No application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the
Company during the year. Further, no proceeding under the IBC was initiated or is pending
as at 31st March 2025. There was no instance of one-time settlement with any Bank or
Financial Institution.
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 |
New York |
Bhagya Chandra Rao |
April 23, 2025 |
Chairman |