WEP Solutions Ltd

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is presented in a separate section forming integral part of this Annual Report.

Your Directors are pleased to recommend a final Dividend of Rs. 0.50/- per equity share of face value of Rs. 10/- for the year ended 31st March 2025. The Final Dividend, subject to the approval of Members at the Annual General Meeting on 30th August, 2025, will be paid to the Members whose names appear in the Register of Members, as on the Record date i.e., 23rd August, 2025. Your Directors do not propose to transfer any amount to the General Reserves. In view of the changes made under the Income-tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source as applicable.

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules') dividends not encashed/claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (‘IEPF') Authority.

The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain unpaid/unclaimed for a continuous period of seven years to the demat account of IEPF Authority. The Members whose dividend/shares are transferred to the IEPF Authority can claim their shares/ dividend from the Authority. The Company has uploaded the unpaid and unclaimed dividend details lying with the Company for the dividend declared previously, on the Company's website at wepsol.com. The shareholders are requested to verify their records and claim their unclaimed dividends for the past year, if not claimed.

During the year under review, the Company has issued and allotted 2,05,400 Equity Shares of Rs.10/- each at an exercise price of Rs.10/- per share to the eligible employees pursuant to exercise of stock options granted under Employee Stock Option Plan 2011 and Employee Stock Option Plan 2016. Consequently, the Paid-up Equity Share Capital of the Company as on 31st March 2025 stood at Rs. 36,80,57,120/- consisting of 3,68,05,712 Equity Shares of Rs. 10/- each.

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act 2013 read with the Companies

(Acceptance of Deposit) Rules,2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended, your company adheres to all the Corporate Governance Code as prescribed by the BSE Ltd. and Securities and Exchange Board of India (SEBI).

A detailed Corporate Governance Report is made a part of this Annual Report. A certificate from Practicing Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is attached to this report.

Company's Policy relating to appointment/re-appointment of Directors, Payment of Managerial Remuneration, Induction, Performance Evaluation and other related matters are as mentioned below:

During the year under review, Mr. Pradeep S was appointed as the Chief Financial Officer of the company with effect from 10th February 2025.

Mr. Ayyagari Lakshmana Rao is liable to retire by rotation at the ensuing Annual General

Meeting. Mr. Ayyagari Lakshmana Rao has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing

Annual General Meeting.

During the year under review, the Board received the resignation of Mr. Sandeep Kumar

Goyal from the offices of Whole time Director & CFO with effect from 31st January 2025.

However, he was redesignated as a Non-executive Director with effect from 1st February 2025.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, performance evaluation of the Board, its committees and individual Directors was conducted.

A separate meeting of the Independent Directors was convened, which reviewed the performance of the Board as a whole, the Non-Independent Directors and the Chairman of the Company against the objectives set at the beginning of the year.

In compliance with the Act and Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual directors including Chairman of the Board. The evaluation of the Board, its sub committees, the Chairperson, and individual directors was conducted in the month of June 2025, using a digital softwarethatprovidedconfidentialityand anonymity to the respondents. The criteria used for evaluation included, among others, attendance, contribution of the individual

Directors, the effectiveness and efficiencyof the sub-committees and the Board as a whole.

The members evaluated the Board's performance at 4.2 on a 5-point scale. The Committees of the Board were evaluated on aspects such as mandate, composition and terms of reference of the Committees, reviews and decision making, core governance and compliance as a whole. The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Directors being evaluated. The performance evaluation of the chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the board as a whole.

Areas identified for improvement for the Board meeting are:

1. Increase the time spent for discussion on strategy and growth and reduce the time on operational review.

2. While some progress was seen in the areas identified in the previous year, more needs to be done with regard to: a. Succession planning for the senior management, and b. Infusing new members to the Board to bring in fresh perspective.

Members of the Board were satisfied with the performance of all the three sub-committees-

Audit, NRC and Shareholder Grievance committee. Areas for improvement of individual members including the Chairperson and CEO identified through the Board evaluation process was shared by the Chairperson of the NRC with the respective individuals.

The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Further, there has been no change in the circumstances which may affect their status as ‘Independent Director' during the year under review.

Pursuant to Regulation 25(7) and Regulation 46(2) (i) of Chapter IV of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company conducts the ‘Familiarization Program' when a new Independent Director joins the Board of the Company.

‘Familiarization Program' provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand their roles, rights and responsibilities, Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The details of the ‘Familiarization Program' have also been uploaded on the website of the Company at wepsol.com

None of the Directors of your company are disqualified as per the provisions of section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosure as required under various provisions of section of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has observed compliance with the provisions of the Maternity Benefit Act, 1961 for the financial year end 2024-25.

Pursuant to the requirements under Section 134(5) of Companies Act 2013 with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year 2024-25, the applicable accounting standards had been followed and there are no material departures; b. The Directors have 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 of the profit and loss of the company for that period. c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts on a going concern basis; e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial statements to which this financial statement relates on the date of this report.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I forms an integral part of this report.

The Board met Five times during the Financial Year 2024-25, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at wepsol.com

During the year under review, the Company was assigned a rating of CARE BBB Minus (Stable) for the Long-Term Bank Facilities and CARE A3 for the Short-Term Bank Facilities by CARE Ratings Limited.

Pursuant to Section 135 of the Companies Act 2013 the company is obligated to spend on Corporate Social Responsibility for FY 2024-25. Since the CSR expenditure for FY 2024-25 is less than Rs. 50 lakhs the Company is not required to constitute a CSR Committee. The details of the CSR projects are given as Annexure II to this report.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s Guru & Jana, Chartered Accountants, Bangalore (Firm Registration Number: 006826S) were appointed as Statutory Auditors in the 26th Annual General Meeting of the Company held in the year 2021 for a term of two years upto the conclusion of the 28th Annual General Meeting to be held in the year 2023. They were subsequently reappointed in the 28th Annual General Meeting held in the year 2023 for a further period of five years, up to conclusion of the 33rd Annual General Meeting to be held in the year 2028.

The Report given by the Auditors on the financial statement of the Company is part of this

Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. The observations of the Auditor, together with notes to accounts referred to in the Auditors' Report are self explanatory and do not call any further explanation from the Directors.

Pursuant to the provisions of the Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed BMP & Co, LLP, Practicing Company Secretary, Bangalore (LLPIM: AAI-4194) to undertake the Secretarial Audit of your Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended 31st March 2025 in Form MR 3 is presented in Annexure

III attached to this report. The Report does not contain any qualifications, adverse remarks or disclaimers.

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provision of Section 188(1) of the Companies Act, 2013 are not attracted.

During the year under review, the Company has not entered into any Contract/arrangement/ transactions with related parties that will qualify as material in accordance with the policy of the Company on materiality of related party transactions. Related Party Transactions, if any, are placed before the Audit Committee and the Board for review and approval on annual basis.

Form AOC 2 pursuant to clause (h) of Section 134(3) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished in Annexure IV attached to this report.

The Policy to determine materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors is available on the Company's website wepsol.com.

The Company has a well-defined process in place to ensure appropriate identification and treatment of risks. The identification of risks is done at strategic, business, operational and process level. While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks are driven by senior leadership, for rest of the risks, operating managers drive the conception and subsequent action and mitigation plan.

The key strategic, business and operational risks which are significant impact to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed in the Audit Committee meetings. Inputs from the

Committee are duly incorporated in the action plans. All significant with functional and business plans and are reviewed on a regular basis by the senior

According to Section 134(5)(e) of the Companies Act 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of company's assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Company's internal control systems are commensurate with its size and the nature of its operations. The Company has well placed, proper and adequate Internal Financial Control (IFC) which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Internal Auditors of the Company M/s JAA & Associates, Chartered Accountants, Bangalore independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms.

Independence of audit is ensured by direct reporting of the Internal Auditors to the Audit Committee of the Board.

During the year, the Internal Auditors have also been engaged for providing assistance in improving Internal Financial Control (IFC) framework.

During the year under review, no significant material orders were passed or Courts or Tribunals impacting the going concern status and your Company's operations.

The Company has Employee Stock Option Plan 2011, Employees Stock Option Plan 2016 and Employees Stock Option 2023 which is administered by the Nomination and Remuneration

Committee for the benefit of employees. During the Financial Year 2024-25, there has been no change in the Employee Stock Option Plan 2011 and Employees Stock Option Plan 2016 of the Company. During the period under review, 2,05,400 Equity Shares Options were exercised by the employees.

The Company, from time to time, provides share-based payments to its employees. These payments are provided in the form of stock options that can be exercised once the employee has completed specified service term with the Company. All share-based employee payments will be settled in Equity Shares. Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and as required under the Securities and Exchange Board of India Regulations, the applicable disclosures as on 31st March 2025 is as tabulated below:

*ESOP 2023 Plan was approved in the AGM dated 21st September, 2023.

Your Company's Vigil Mechanism provides a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and have provided them direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company have been denied access to the Audit

Committee.

During the year under review, no employee was denied access to the Audit Committee. During the Financial Year 2024-25, Company has received NIL complaint. The Whistle Blower Policy as approved by the Board of Directors is available on the Company's website wepsol. com.

The Company has in place a Prevention of Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Complaints Committee has been set up across locations in India to redress complaints received regarding sexual harassment. The cases reported to such Committee are investigated by the respective Committee members and the detailed report thereon is presented to the Board of Directors on a regular basis.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of woman at workplace and to provide a platform for redressal of complaints and grievances against sexual harassment. During the Financial Year 2024-25, Company has not received any complaint on sexual harassment.

a. Number of complaints of sexual harassment received in the year: Nil b. Number of complaints disposed off during the year: Nil c. Number of cases pending for more than 90 days: Nil

WeP has dedicated Research & Development team focused on Retail, Printer and Application

Specific Printer products solutions. WeP R&D has complete in-house facility for executing projects from concept to product involving various engineering domains like Electro Magnetics, Power Electronics, Thermal and Vibration. WeP with rich experience in design and development of mechatronics products has delivered 300+ varieties of products. WeP design team has delivered products that deal with dynamics of mechanical components and its behavioral study with electronics for all extreme conditions and adherence to the

International Standards and Certifications.R&D team has executed several application specific printer projects for Voting Machine, Petrol Bunk, Retail Automation, Pharmacy and

Dairy Segments.

Your Company has posted the below mentioned policies on its website wepsol.com under the heading ‘Investor Corner'.

a. Code of Conduct for Directors and Senior Management Personnel b. Whistle Blower's Policy c. Prevention of Sexual Harassment Policy d. Related Party Transaction Policy e. Compensation Policy f. Internal Code for Prevention of Insider Trading g. Policy for Determining Material Subsidiaries h. Policy for Determining Materiality of Event or Information i. Policy for Preservation of Documents j. Familiarization Program for Independent Director

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, shall be provided on request. The Company is not having any employee drawing remuneration exceeding the limits as specified under the Companies Act, 2013. The applicable disclosures as on 31st March 2025 pursuant to the provisions of Companies Act, 2013 is furnished in Annexure V and is attached to this report.

The Company's shares are tradable compulsorily in electronic mode. In India there are two depositories i.e. National Securities Depositories Limited (NSDL) and Central Depository

Services (India) Limited (CDSL). To facilitate trading in DEMAT form; Company has established connectivity with both the depositories. Currently about 99.18 % of the Issued Capital is held in electronic mode.

There has been no change in the nature of business of the Company during the year under review.

The Company confirms that it has paid the Annual Listing Fees for the Financial Year 2024-

25 to BSE Ltd.

As a part of company's drive to continue to nurture talent, your company has developed structured HR policies and programs in the area of resourcing, performance management system, and competency based training and development and talent management to support the current and future need of the organization. Your Directors take this opportunity to record their appreciation for the contribution of all employees of your company during the year.

Your company has always considered its workforce as its valuable assets and continues to invest in their excellence and development programs. Your company has taken several initiatives for enhancing employee engagement and satisfaction. Your company maintains healthy, cordial and harmonious industrial relation at all levels. The industrial relation in all respect to all other manufacturing facilities and divisions of your company is normal.

Your Company is concerned about the environment and utilizes natural resources in a sustainable way. The Ministry of Corporate Affairs (MCA) Government of India, through its Circular Nos. 17/2011 and 18/2011 dated 21st April, 2011 and 29th April, 2011, respectively has allowed the companies to send official documents to their shareholders electronically as part of its green initiative in Corporate Governance. Recognizing the spirit of the Circulars issued by the MCA, we are sending the documents like Notice convening the General Meetings, Financial Statements, Director's Report, Auditor's Report and other documents to the e-mail address provided by you with the relevant depositories, we request you to update your mail address with your depository participants to ensure that the Annual report and other documents reach you on your preferred mail.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to Customers, Shareholders, Vendors, Bankers, Business Associates, Regulatory and Government authorities for their continued support and cooperation.

Place: Bangalore Ram N Agrawal Date: 21st July, 2025 Chairman and Non-Executive Director

The statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required in terms of Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given below and forms part of the Directors' Report.

Disclosure of Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014.

The company's operations are energy intensive. However, significant to reduce the energy consumption by using energy- efficient equipments. Conservation of energy is always on the "To Do" list at all levels of operations. Efforts are made in this direction on a continuous basis. The requirement of disclosure of particulars in this respect as prescribed to be furnished in Form A (rule 2) is not applicable and hence not provided.

However, the company has taken the following adequate measures to conserve the energy: y Localized lighting in place of community lighting. y Employees are habituated to switch off fans, lights during the lunch break and at close of office hours. y Replaced high power consumption tube lights with low wattage LED lights y Energy efficient and battery operated product releases. y New design mandatory compliance for low power.

Efforts made in Technology absorption is stated as per Form B is given below:

1. Research and Development (R&D) a. Specific Areas in which R&D activity is carried out by the Company: i. Mobile Device Management. ii. Android POS Application development. iii. Mobile Application for Retail and F&B billing solutions iv. Design & Development of Retail Billing printers . v. Product Engineering Services for Application specific printers and electromechanical systems, Wi-Fi, Ethernet, GSM/GPRS for remote management of billing devices. vi. Design & Development of SOC based systems, design compliance for EMI-EMC, ROHS. vii. Cloud design patterns for asynchronous messaging, availability, resiliency and data consistency. viii. Database design patterns Elastic pools, Partitioning and Data warehouse for large data processing. ix. Security Design for Application, Network, Storage, Compute and identity. x. Cloud Infrastructure Monitoring and Automation. b. Benefits derived as a result of above R&D: i. POS and Retail products release with UPI, Wallets and Card payment modes. ii. Retail Central Server and Client product solutions for multiple location chain shops. iii. Retail and F&B software release for Android OS. iv. Retail product variants design and development. v. Retail Solutions for Application specific requirements like Dairy society,

Pharmacy and F&B. vi. Infrastructure Monitoring and Automation integration for dynamic scaling and security. vii. API gateway platform release for enterprise application integration. viii. Digital Platform release for GST Tax Compliance, Ewaybill and Document Management Solutions. c. Future Plan of action: i. Mobile device management platform applications. ii. Enterprise and mobile application for connected devices. iii. Expansion of Retail Products range and solutions with augmentation of features. iv. Retail Solutions for Billing machine and Smart phone connectivity. v. Retail Smart solutions for service application model. vi. Development of Subscription Based billing application.

2. Technology Absorption, Adaptation and Innovation a. Efforts in brief made towards technology absorption, adaptation and innovation technology demonstrations in the following areas were made towards absorption, adoption and innovation. i. Cloud design patterns for big data processing, Asynchronous messaging and data management. ii. API Gateway Platform. iii. Payment Solutions integration. iv. Applications for Connected device. v. Ethernet, GSM/GPRS Communication for remote management of printers. vi. Thermal Printer technology absorption for retail applications. vii. Retail Product Solutions for F&B, Wholesale, Pharmacy and Dairy Societies viii. Embedded system optimization for easy configurability and usability of retail products. ix. Adoption of variability and tolerance analysis for high precision parts design. y Benefit derived as a result of above efforts. y Inspired by trends and the consumers' latent desires, we are proactively refashioning our R&D outlook to deliver consumer sensitivity in our product design and development. We have a dedicated Research & development team focusing on Document Management, Invoicing and Payment solutions,

Retail product solutions and Application Specific Printers. R&D team is equipped to meet the challenging demands, dynamic change requirements for developing customer centric technical solutions. y In case of imported technology (imported during the last five years reckoned from the beginning of the Financial year) following information be furnished : NA

3. Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflow: