WPIL Ltd

OPERATIONS

This year, your Company consolidated its performance after an exceptionally strong 2022-23 with standalone revenues of Rs.1107cr compared to Rs.1034 cr in 2022-23. The profit after tax for the year was flat at Rs.142cr compared to Rs.143cr in the previous year due to higher taxation.

The performance was balanced across both divisions with Product division revenues at Rs.261cr versus Rs.219cr in the previous year and the Project Division revenues at Rs.816cr versus Rs.784 cr in the previous year.

The company continues to leverage its expanding product portfolio and increasing market penetration into strategic sectors to grow its Product division. The outlook for the Product Division is robust with a strong order book and growing enquiry pipeline. Simultaneously, the improving execution capability of the Project Division across its various municipal and irrigation projects should allow the company to maintain its growth path and grow into a leading turnkey project solution provider. The orderbook remains strong for the Project Division and as a strong positive, quite a number of projects are entering completion stage and will be entering into O&M. This should also support revenues going forward.

The Company stands committed to continue its growth and strengthen its position in the market by providing greater value for its customers and other stakeholders.

DIVIDEND

The Board of Directors at its meeting held on 3rd November, 2023, declared Interim Dividend of Rs. 20/- on each fully paid equity share of Rs. 10/- for the financial year 2023-24 after deduction of applicable tax at source which will be confirmed by the members at the ensuing Annual General Meeting.

After considering the performance of the year, cash flow, and consistent improvement of General Reserve, dividend distribution policy, and necessity to augment its working capital to sustain the growth of operational activities in the coming year, the Directors of the Company are pleased to recommend Final dividend of rupees Twenty per equity share of Rs. 10/- fully paid up for the year ended 31st March, 2024, so however, if the face value of the Equity share is reduced, then the dividend recommended as above and to be declared shall also be reduced proportionately to the reduction of face value of Equity Share. The dividend distribution policy of the Company may be accessed to web-link at https:// www.wpil.co.in/investor-services.php

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on, 2nd August, 2024 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.

Pursuant to finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at the prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVE

The Board of Directors proposes to transfer Rs. 70 Crores to the General Reserve. An amount of Rs. 450 Crores is proposed to be retained in the General Reserve Account.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to "Investor Education and Protection Fund" (IEPF) established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, dividend remaining unpaid/ unclaimed relating to financial year 2015-16 of Rs. 2,27,342/- has been transferred to IEPF. Further in compliance to provisions of Section 124(6) of the Companies Act, 2013, read with Rule 6 of the "Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 and Amendment Rules,2017, 81,618 ordinary shares in respect of which dividend remained unpaid/unclaimed for seven consecutive years had been transferred by the Company to the Demat Account of IEPF Authority so far through Depositories by following the procedures prescribed by Ministry of Corporate Affairs. However, out of such total Equity shares transferred, 951 Equity shares were released to claimants so far by Investor Education and Protection Fund Authority.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Schedule V(B) under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management discussion and analysis report for the year under review is appended below:

A. BUSINESS

The company is engaged in the business of providing fluid handling solutions - from supply of pumps to turnkey project execution. It supplies a comprehensive range of pumps to the Industrial, municipal, irrigation and power sector. The company also has a strong project division which undertakes water management contracts in the above sectors.

B. BUSINESS ENVIRONMENT

The business environment for2023-24 was extremely positive with improvement of the economic scenario during the year and an increase in public investments in India led to a strong performance for the capital goods sector. With increase in interest rates inflation has stabilized along with commodity prices especially steel.

The thrust on public investments especially in the water sector was the highlights of the year for the company as the Jal Jeevan scheme gained momentum. A renewed thrust on urban water supply is expected with AMRUT 2 which is now being implemented.

The Global Economy was however a different story with the war in Ukraine entering its second year and a new crisis in the middle east which is now also affecting global trade via the Suez Canal causing longer lead times. The increasing interest rate regime to control inflation has been instrumental in affecting demand as nations review budgets and curtail spending. Further Europe is now seeing major political change across major economies which might lead to major policy change and focus on localization affecting global trade. Hence, the environment remains one of caution.

The performance of the Company across all the businesses recorded was stable. The company consolidated its operations in 2023-24 further with the divestment of its nuclear business. The major highlights were the strong outlook in India with the thrust on water and the positive impact of stable crude prices on fresh greenfield and brownfield investments in Oil & Gas.

On the back of a stable 2023-24, the company cautiously looks to achieve growth objectives with a long term vision to be an important fluid solutions global company. The Company achieved improvement across key operational and financial metrics while relentlessly focusing on its core values.

DOMESTIC OPERATIONS

Domestic revenues for2023-24 were Rs.1107cr against Rs.1034 cr in the previous year. Profit after tax was flat at Rs.142cr against Rs. 143cr in the previous year due to higher taxation. The performance was stable across both the Product and Project Division with Product division revenues growing to Rs. 261cr from Rs. 219cr in the previous year.

The outlook remains strong with strong order books and improving execution across both divisions. Furthermore, the market outlook is improving with further emphasis on public infrastructure projects especially in the urban municipal sector and supported by investments in both downstream and upstream oil & gas projects.

PRODUCT DIVISION

The Product division operations are divided into two main segments

(a) Assembled to order pumps (ATO) which are manufactured to suit installations and typically serve municipal and industrial sectors.

This segment had a great year with revenues growing to Rs150cr supported by the major thrust on water supply schemes and well supported by industrial demand from the steel sector. Further with growing requirements from the sewage and drainage sector the outlook is strong.

An important breakthrough was a framework contract for fixed onboard centrifugal pumps on which the product development has progressed well and should be an important source of revenue in the future.

New brownfield facilities are being created to cater to growing demand in this segment.

(b) Engineered to order pumps (ETO) which are designed and manufactured for special applications and typically serve large flow requirements in the irrigation and power sector.

The ETO performance also improved with good export orders and offshore fire pump packages and closes the year with a strong order book and further improving outlook.

Major successes were the successful commissioning of 3 large 30MW metallic volute pump turbines for Kaleswaram Lift Irrigation scheme Package 20 and another 2 large 30MW pump turbines for Package 9 last year. This places the company as one of the strongest suppliers of such large pumps used for water transfer in river linking projects.

Further major investments were made in the year to drastically upgrade the testing facility along with addition of VFD allowing testing of large pumps up to 10 MW.

PROJECT DIVISION

The Project Division performance was stable with 2023-24 revenues at Rs. 816cr against 783cr in the previous year. The revenues were affected in the first half due to supply chain constraints of ductile iron pipes however strong execution in the last quarter helped it recover.

Most of the older West Bengal projects like Uluberia and Budge Budge are nearing commissioning and for the newer projects there is an increased focus on survey and engineering to start site activities at the earliest. We expect good traction in these projects in 2024-25.

In Madhya Pradesh Jal Nigam the company was executing 9 projects and one of the projects for NIMRANI region was terminated by client on grounds of slow progress. The company has disputed the termination on the plea that land for construction was allotted and handed over only in December 2023 which delayed the project.

All other 8 projects are progressing well with Madhya Pradesh Jal Nigam with two schemes scheduled for commissioning in the 1st half of 2024-25.

The company commissioned the prestigious DIBRUGARH water supply scheme during the year and aims to complete residual work in the first half of2024-25 based on front availability. Similarly, the remaining Package 9 of KALESWARAM lift Irrigation scheme was commissioned during the year.

INTERNATIONAL OPERATIONS

The international operations performance of the company were stable in a year highlighted with the divestment of the Rutschi nuclear operations in France and Switzerland.

On 6th August 2023 Wpil's European subsidiary Gruppo Aturia had entered into a binding share purchase Agreement with Newcleo, France for sale of its nuclear business consisting of Rutsch subsidiaries Pompes Rutschi France and Rutshi Fluid AG Switzerland.

The management considers this transaction in line with its longer-term vision of maintaining focus on the core business in water and industrial pumps. The substantial cash reserve created would support inorganic growth opportunities which the company is actively pursuing.

On 19th December2023 the transaction was completed in line with the signed Share Purchase Agreement which was for a consideration of 68.9m Euros

GRUPPO ATURIA

The performance of Gruppo Aturia was stable in 2023-24 and the outlook for both its oil & gas business and the water segment looks strong with a good expected order pipeline. The business was further supported by robust after- market contracts.

The business is looking at various inorganic opportunities to strengthen its product offering and increase its geographical reach.

WPIL SOUTH AFRICA

WPIL South Africa had a great year with good margin improvement based on restart of after market business with ESKOM during the year. ESKOM, main power utility of South Africa has renewed focus on improving efficiency at its plants and entered into important long term contracts with our subsidiary APE PUMPS.

APE PUMPS has also built- up strong capabilities in the water sector both as a supplier of pumps and turnkey project contracting. These competencies have created large growth opportunities as the country rebuilds its water infrastructure.

STERLING PUMPS, AUSTRALIA

Both the Australian businesses STERLING PUMPS and UNITED PUMPS AUSTRALIA had an important where they received a large number of contracts and now have record order backlogs. The majority of contracts are from the Oil & Gas sector and the businesses are building their dominance in the Australian market.

We expect sustained good performance at both businesses over the medium term and the outlook remains robust.

WPIL THAILAND

WPIL Thailand had a great year with revenues jumping to 150cr in 2023-24 and with a good order book and improving outlook based on the new Govt. thrust on irrigation we expect the performance to be sustained going forward.

CLYDE PUMP INDIA LTD.

The performance of Clyde Pump India was improved with a 40% jump in revenues based on good demand from the oil gas sector and supported by its after- market business.

D. FUTURE OUTLOOK

The business environment looks robust with growing demand for fluid handling solutions globally. The growing populations supported by rapid urbanisation is creating fresh water scarcity and a big challenge for present water infrastructure. Similarly, to address the UN standard of living health goals sewage and drainage infrastructure needs to be greatly enhanced.

Your company has been focussed on developing solutions in fluid handling by enhancing its range of products and services. Simultaneously, enhancing its global reach to diversify its business model. We should be well placed to take advantage of these opportunities.

The Company is actively focussing on further enhancing its global reach and looking at establishing operations in newer geographies and creating new growth drivers.

The Company being one of the leaders in the pump industry foresees good growth in both domestic and international operations with improved outlook across businesses. All divisions are well equipped to deal with their growing order book and provide good quality and delivery of products to continue to enhance market share. The Company feels it has achieved a good balance between domestic and international businesses on one hand and Products and Projects on the other hand to become a supplier of choice in the fluid handling business.

E. OPPORTUNITIES, THREATS, RISKS AND CONCERNS

WPIL has strengthened itself with necessary manufacturing infrastructure and financial health to be a very strong Company in its sector. Its products have a technical edge in the market and are the preferred choice of its customers. Along with this its support services and team of competent, qualified and experienced personnel command great respect in the market place. A combination of such strong qualities along with its strong project division should help to sustain its growth going forward.

The biggest risk remains geo political risks which are rising with political changes taking place globally. These political changes along with policy changes will affect global trade and access to markets with a thrust on localisation.

A major concern is the evolution of global policies to climate change and the experimentation with various energy mix models which could lead to energy shortages and crises. Further huge investment in this domain could divert precious resources away from building basic essential infrastructure.

F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate system of internal control through the process of Operational Internal Audit and the same is monitored by the Internal Audit conducted by external professional audit firm, which independently reviews and strengthens the control measures. Internal Audit of all operational units was carried out during the year under report as per the scope approved by the Audit Committee of Directors. The internal audit teams regularly brief the management and the Audit Committee on their findings and also recommend the steps to be taken with regard to deviations, if any. Internal Audit Reports are regularly submitted for perusal of Senior Management to initiate appropriate action as required.

G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.

The People process is at the heart of Company's successful story. The Company lays significant importance for all round developments of its Human Resources with special emphasis to train the employees at all levels to enhance their effectiveness in their contribution to the overall performance of the Company through skill up-gradation, knowledge improvement and attitudinal change. These enable the employees at all levels to cope with the competitive environment through which the Company is passing at present and to achieve the desired corporate objective.

The industrial relations climate in the Company continued to remain harmonious and cordial. The Company has a vibrant atmosphere and able to face challenges of economic downturn with fortitude. Various welfare measures and recreational activities are also being continued side-by side of production to maintain such relations.

The Company had 538 employees on the roll (excluding manpower on contractual basis) at the end of the year under review as against 491 (excluding manpower on contractual basis) of previous year.

H. SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS.

During the financial year under review, significant changes in some key financial ratios were noticed compared to previous financial year, which include Debt Equity Ratio, Debt Service Coverage Ratio, Inventory Turnover Ratio, Trade Receivable turnover Ratio and Capital Turnover Ratio. The reasons underlying such changes have been provided respectively in Note 60 (v) to the financial statement. The information is intended pursuant to the requirements of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land..

Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchange wherein the Company's shares is listed and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms a part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Securities and Exchange Board of India (SEBI) has made it imperative for top 1000 listed entities to prepare and present to stakeholders a Business Responsibility & Sustainability Report (BRSR). Accordingly, a BRSR has been prepared

by the Company as per the suggested format of SEBI which is given in Annexure- D, forms a part of this report. The Business Responsibility Policy of the Company may be accessed to Company's website at https://www.wpil.co.in/investor- services.php

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134 (5) of the Companies Act, 2013, the Directors confirm that;

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under Part B of Schedule II under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. K.K.Ganeriwalah (DIN 00408722) retires by rotation and being eligible, offer himself for re-appointment.

The Members of the Company at their Sixty Fifth Annual General Meeting held on 9th August, 2019 appointed Mr. Rakesh Amol (DIN: 01374484) as an Independent Director of the Company for a period of five years from the conclusion of Sixty Fifth Annual General Meeting to the conclusion of Seventieth Annual General Meeting of the Company. In terms of provisions of Section 149(10), read with Regulation 25(2A) of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, an Independent Director may be re-appointed for second consecutive term of five years on approval of Shareholders through special resolution subject to the provisions of 152 of the Companies Act, 2013. A notice in writing, under Section 160 of the Companies Act, 2013 has been received from a member of the Company signifying his intention to propose re-appointment of Mr. Rakesh Amol as Independent Director for second consecutive term of five years from the conclusion of Seventieth Annual General Meeting of the Members of Company Further, Board of Directors at its meeting held on 3rd February, 2024 has appointed Mr. Debraj Roy (DIN 10492039) as whole-time Director designated as Executive Director (Project) for a period of three years with effect from 1st April, 2024 subject to the approval of shareholders through postal Ballot.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed in sub section (6) of Section 149 of the Companies Act, 2013 read with Companies

(Appointment and Qualification of Directors) Second Amendment Rules, 2018 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as amended from time to time.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors of the Board.

In terms of Section 150 read with Rule 6 of the Companies (Appointment and qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

POLICY FOR DIRECTORS' APPOINTMENT

The Company recognizes that an enlightened Board could effectively create a culture of leadership to provide long term vision, improve the quality of governance and invite the confidence of stakeholders. In order to ensure that Board Directors can discharge their duties and responsibilities effectively, the Company aims to have a Board with optimum combination of experience and commitment. The Company also believes the importance of Independent Directors in achieving the effectiveness of the Board. A diverges Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought process at the back of varied industrial and management expertise, gender, knowledge and geographical background. The policy of the Company for appointment of Directors and criteria for determining the qualifications, positive attitude and independence of a Director can be accessed to its website at https://www.wpil.co.in/ investor-services.php.

POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES'

The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objectives.

1) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3) Remuneration to Directors, Key Managerial Personnel and Senior Management involve a balance between fixed and incentive pay reflecting focus on both short and long term performance objectives of the Company and its goals.

The remuneration policy of the Company for its Directors, Key Managerial Personnel and other employees can be accessed to its website at https: //www.wpil.co.in/investor-services.php

AUDITORS

Pursuant, to the requirements of Section 139 of the Companies Act, 2013, and pursuant to the approval of Members at the Sixty Sixth Annual General Meeting, Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration No. 302113E) had been appointed as Statutory Auditors, of Company for a term of five years to hold the office from the conclusion of 66th Annual General Meeting till the conclusion of 71st Annual General Meeting, Hence, no resolution to this effect has been proposed in the notice convening the forthcoming Seventieth Annual General Meeting of the Members of the Company.

The Auditor's Report forming the part of this Annual Report is free from any qualifications, reservations or declaimers.

COMPANIIES (ACCOUNTS) RULES, 2014

Information under section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the Company are furnished in Annexure-A which forms a part of this Report.

CODE OF CONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This code of conduct applies to Board Members and Senior Management Personnel of your Company. Confirmations towards adherence to the code during the financial year 202324 have been obtained from all Board Members and Senior Management Personnel in terms of the requirements of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and a declaration relating to compliance to this code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015 which accompanies this report.

DEMATERIALIZATION OF SHARES

Shares of the Company can only be traded in dematerialized form. You have the option to hold the Company's shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 99.39% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March 2024.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Consolidated Financial Statement of the Company and its group of entities are provided in this Annual Report. The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per Indian Accounting Standards (IND-AS) 27 issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities income, profits and other details of the Company and its group of entities as a single entity.

The performance and financial position those of its Subsidiaries and Joint Venture Companies considered in the Consolidated Financial Statements are provided in accordance with the provisions of Section129 of Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the note on Accounts containing salient features of the financial statements of the Company's subsidiaries/ joint ventures in form AOC-1. The Company publishes the Audited Consolidated Financial Statements in the Annual Report. As such, Annual Report 2023-2024 does not contain financial statements of the subsidiaries in terms of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs. In terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, financial statements of subsidiaries have been placed at https: //www.wpil.co.in/investor-services.php

COST AUDIT

The Company had appointed M/s. D.Radhakrishnan & Co., Cost Accountants as the Cost Auditors of the Company for the financial year 2023-24 under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules,2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the members for ratification at the ensuing Annual General Meeting.

ANNUAL RETURN

A copy of Annual Return of the Company for the financial year ended 31st March, 2023 in Form MGT-7 has been placed on the website of the Company at https: //www.wpil.co.in/investor-services.php. The Annual Return of the Company for the financial ended 31st March, 2024 would be updated on the same link within the stipulated time.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met five times during the Financial Year from 1st April 2023 to 31st March, 2024. The dates on which the Meetings were held are 19th May, 2023, 12th July, 2023, 10th August, 2023, 3rd November, 2023, and 3rd February, 2024.

SECRETARIAL AUDIT

According to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014, every listed Company to annex with its Board report, a Secretarial Audit Report given by Company Secretary in practice in the form MR-3.

The Board of Directors appointed M/s. Rinku Gupta & Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2023-24. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report as submitted to the Company is enclosed in Annexure- C which forms a part of this report.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Details of Loan, Guarantee or Investments covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2024 are attached in Annexure- E which forms a part of this report.

RELATED PARTY TRANSACTIONS

Contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on arm's length basis but consist of both in the ordinary course of business and otherwise. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meeting. All the transactions which were on arm's length basis but not in the ordinary course of business were / approved / ratified by the Board on quarterly basis on the recommendation of Audit Committee.

No contract/arrangement with any related party could be considered material in accordance with the Company policy on "Materiality of Related Policy Transactions" or which required reporting in Form No. AOC-2 as per Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013, as amended from time to time, was entered into during the year. There was no materially significant transactions entered into by the Company that could have potential conflict with the interest of the Company at large.

The Board of Directors of the Company has, on the recommendation of Audit Committee, adopted a policy to regulate transactions between Company and related parties, in compliance of applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed to Company's website at https: //www.wpil.co.in/investor-services.php.

The transactions entered by the Company during the financial year with Related Parties have been disclosed in line with the requirement of IND-AS 24 in Note 46 to the financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been a socially responsible corporate and its core value defines the way it operates and create value with the larger society. The company's four basic principle comprising safety, integrity, sustainability and respect form the basis of its CSR policy. The Company is therefore committed to behave responsibly towards people and society at large where it operates to develop social welfare. In line with its CSR Policy, the Company, CSR commitment centres around three thematic areas- Education, Health & Hygiene and Safe Drinking water. In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company had constituted a CSR Committee comprising of three Directors, one of whom is Independent. CSR Committee of the Board has formulated a CSR policy of the Company and recommended same to the Board. The Board had approved the CSR activities undertaken by the Company as recommended by the CSR Committee which are enclosed in Annexure-F. Some of the CSR projects/ initiative taken up/sustained during the year include distribution of spectacles, arrangement for cataract operations, distribution of books and stationeries for poor students at school run by NGO at Kolkata, and Uttar Kashi, re-imbursement of honorarium paid to teachers engaged in school run by NGO at Purulia & 24 Parganas, arrangement to supply safe drinking water at twelve villages at Jungle Mahal, in the district of West Midnapur with the aid of Solar Energy from deep tube well through overhead storage tanks with five dispensing points. Further four hand pumps deep tube wells were installed respectively at four villages at 24 Parganas (South.) These twelve water supply projects installed at twelve villages and four hand pumps deep tube wells installed at four villages at 24 Parganas (South) taken together have catered to the drinking water requirement on day to day basis of about 14300 villagers. Towards end of the financial year, some of CSR initiatives organized and scheduled to be initiated, could not be undertaken by the Company due to time constraints. However, CSR spending of the Company improved over the years and grew by44.79% over previous year. The Company would further improve its CSR spending in the next year. The CSR Policy as approved by the Board may be accessed to Company's website at https: //www.wpil.co.in/investor-services.php.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) may be accessed to Company's website at https: //www.wpil.co.in/investor-services.php. During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.

RISK MANAGEMENT

The Risk Management Committee consists of Mr. P. Agarwal (Chairman), Mr. S.N.Roy and Mr. K .K. Ganeriwala. The Committee has been entrusted with the task for rendering assistance to the Board in (a) assessing and approving the Company's wide risk management framework; (b) Overseeing that all risks that the organization faces comprising Strategic, financial, Credit, Market, Liquidity, Investment, Property, legal, Regulatory, Reputational and other risks of the Company have been identified and assessed and there is adequate Risk Management Infrastructure in place capable of addressing those risks in time and effectively. The holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving stated objectives.

The Company manages monitors and reports on principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Organizational structures, processes, standards, code of conduct and behaviors all taken together constitute the management system of the Company that governs as to how Company conducts its business and manages risks associated with it.

The Company has introduced several improvements to integrated Enterprises Risk Management, internal control management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control supplemented by Internal Audit and assurance activities. The integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Going forward, the criticality of Risk Management an organization faces, the Company is constantly striving for developing a strong culture for Risk Management and awareness within the organization across all verticals.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls with reference to financial statement. During the year such controls were tested and no reportable material weakness in the design and operation has been noticed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, as amended are provided in Annexure - G. Pursuant to provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5 (2) of the Companies (Appointment and Managerial personnel) Rules,2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn is annexed to and forms a part of this report. However, having regards to the provisions of first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the company excluding this information. The aforesaid statement is available for inspection in electronic form up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may send an e-mail to the Company Secretary at uchakravarty@wpil.co.in and same will be furnished on request. The said information may be accessed at the website of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) (i), are furnished in Annexure I. However, information as to the requirements under 5(2) (ii) & (iii) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended are not furnished since there was no employee during the year who was in receipt of remuneration set out in the said Rules.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Directors of the Company.

The Board evaluated its performance after considering the inputs received from all Directors based on the Criteria comprising composition and structure of the Board with diverse background and experience, flexible and effective board procedures, inflow of the right amount and quality of timely information and functioning etc.

The Board evaluated performance of its Committee after considering the inputs received from all Committee Members based on the Criteria involving composition of the Committee with diverse experience and skill, effectiveness of the Committee etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as, contribution of the Individual Directors to the Board and Committee Meetings like preparedness on the issue to be discussed meaningful and constructive contribution, inputs in meetings, updated on skill, knowledge, familiarity with Company and its business etc. Similarly, Board evaluated the performance on the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issue and concerns raised by the Members of the Board etc. The evaluation of Independent Directors had been undertaken by the entire Board of Directors except Independent Directors who was subject to evaluation. The evaluation of Independent Directors were primarily focused on performance of Director together with fulfillment of Criteria of Independence as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as amended from time to time.

The Independent Directors at their separate meeting evaluated the performance of Board as a whole, and performance of Non-Independent Directors after taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting held following the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.

INVESTOR SERVICES

In compliance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has dedicated a separate page for Investors Services in its Website at https: //www.wpil.co.in/investor- services.php.This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company keeps on updating these particulars as and when necessary.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company has made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. Further , the company has complied with all applicable secretarial standards during the year as prescribed by The Institute of Company Secretaries of India and this disclosure is made in conformity with the requirements of revised version of secretarial standards SS-1 issued by The Institute of Company Secretaries of India.

PUBLIC DEPOSITS

The company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no public deposits were outstanding or remained unclaimed as on 31st March, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulator or Courts or Tribunal that would impact the going Concern status of the Company and its future operations.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment. No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.

The Company has laid down policy on prevention, prohibition and redressal of Sexual harassment of women in the work place in line with the provisions of the Sexual harassment of the women at work place (Prevention, Prohibition and Redressal) Act, 2013. This Policy of the Company may be accessed to Company's website at https://www.wpil.co.in/ investor-services.php.

MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments affecting the financial Position of the Company, which has occurred during the financial year to which these financial statements relate and date of this report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013. Therefore no further disclosures are required under Section 134(3)(ca) of the Companies Act, 2013.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES.

In terms of circular SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November, 2018 and pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors, is of opinion that the Company does not deal with products which requires it to enter into forward contract to hedge against price fluctuation that may end up in a substantial loss.

GREEN INITIATIVE

The Company has taken initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report and disseminating other information in electronic format to all those Members whose email address are available with the Company. The Ministry of Corporate Affair through its General Circular No 09/2023 dated 25.09.2023, General Circular No 12/2022 dated 28.12.2022 2/2022 dated 05,05.2022 read with General Circular No. 20/2020 dated 05,05.2020, General Circular No. 02/2021 dated 13.01 2021, General Circular No. 19/2021 dated 08.12.2021 and General Circular No. 21/2021 dated 14.12.2021, has prescribed that financial statements (including Board Report, Auditors Report and other documents required to be attached therewith), shall be sent only by e-mail to the Members. Further, Securities and Exchange Board of India, has extended relaxation till 30th September, 2024 from applicability of Regulation 36(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires sending hard copy of Annual Report containing the salient features of all the documents prescribed in section 136 of the Companies Act,2013 to the shareholders who have not registered their email addresses. Accordingly, those members have not yet registered their e-mail ID with the Registrar and Transfer Agent of the Company or their depository participants may do the same forthwith in accordance with procedure mentioned in the notice convening Seventieth Annual General Meeting for receiving Annual Report and other communications in electronic form and participation in e-voting.

Further SEBI vide its circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make payment of dividend to the shareholders through approved electronic modes and also directed that updated Bank Details of the shareholders must be maintained by the Companies and if not available, the same must be obtained from the concerned shareholders. The Members are requested to ensure compliances of these requirements

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Ministry of Corporate Affairs through gazette notification dated 24th March, 2021, has prescribed certain disclosures to be made by the Company in its Board Report as to particular of application filed during the year under Insolvency and Bankruptcy Code, 2016 including status of cases pending at the end of the year, are provided in annexure-H

LARGE CORPORATE DISCLOSURE FOR FUND RAISING THROUGH DEBT SECURTIES

As on 31st March, 2024, your Company did not have any long-term borrowing. As a result of the same, your Company does not meet the criteria specified by SEBI for large corporates for fund raising through debt securities.

CHANGE IN THE NATURE OF THE BUSINESS

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

ONE-TIME SETTLEMENT WITH THE BANKS AND FINANCIAL INSTITUTIONS

No one-time settlement with Banks or Financial Institutions were entered into during the year.

STOCK SPLIT/SUB-DIVISION OF EQUITY SHARES OF THE COMPANY

The Equity Shares of the Company are listed and are traded on the BSE Limited (BSE). With a view to improve the liquidity of the Company's shares at the stock exchange with higher floating stock in absolute numbers and to make it more affordable for the small retail investors having interest, able to invest in the Company's equity shares and also to create wider shareholders base, the Board of Directors of the Company (the Board) at its meeting held on 25th May, 2024 has recommended it is desirable to sub-divide (split) the nominal value of each Equity Share having a present face value Rs. 10/- (Rupees Ten Only) each into 10 (Ten) Equity Shares of Re. 1/- ( Rupee One Only) each, subject to the approval of the Members and all concerned Statutory Authority(ies).

The Members may please note that presently the nominal value of each equity share of the Company is Rs.10/- (Rupees Ten Only) per share and consequent upon the sub-division it is being divided into 10 (Ten) equity shares of Rs. 1/- (Rupee One Only) each. The date on which this sub-division would become effective, will be decided by the Board after obtaining the shareholder's approval, which will be notified through the Stock Exchanges.

DISCLAIMER

Statement in the management discussion and analysis and Directors' Report describing the Company's strength, projections and estimates are forward-looking statements and progressive within the meaning of applicable laws and regulations though the Company believes expectations reflected in such statements are reasonable. However, no assurance can be given that such expectations will prove to have been correct. Actual results may vary from those expressed and implied, depending upon the economic conditions, Government Policies and other incidental factors. Readers are cautioned to repose undue reliance on forward looking statements.

ACKNOWLEDGEMENT