The Indian Wood Products Company Ltd Directors Report

FY2026 represents the fiscal year 2025-26, from 1 April 2025 to 31 March 2026, and analogously for FY2025 and previously such labelled years.

Your Board of Directors are pleased to present the 106th Annual Report on the business and results of operations of The Indian Wood Products Co. Ltd (‘IWP or ‘the Company), together with Audited Financial Statements (Standalone and Consolidated) for the FY2026.

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

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of Standalone financialperformance for the year ended March 31, 2026 and Consolidated , are summarized as under:

(Rs in Lakhs)

	Standalone		Consolidated
Particulars	FY2026	FY2025	FY2026	FY2025
Revenue From Operations	22918.46	22646.54	22918.46	22646.54
Profit Before Tax (PBT)	545.96	506.41	646.83	667.77
Tax Expenses	184.65	138.62	184.65	138.62
Profit After Tax (PAT)	355.31	367.79	456.18	529.15
Earnings Per Share	0.56	0.57	0.71	0.83
Equity Share Capital	1279.75	1279.75	1279.75	1279.75
Other Equity / Reserves and Surplus	34876.83	34591.90	35049.78	34679.57

FY 2026 was a year of consolidation, thanks to the focus, dedication and creativity of our teams. Over the years, we have achieved steady, meaningful growth, not just in numbers but in the way we create value for our customers, partners and communities in the near future too.

• FINANCIAL PERFORMANCE – STANDALONE

On a standalone basis, the Company reported revenue from operations of Rs. 22,918.46 Lakhs during the financial year 2025 26 as against Rs. 22,646.54 Lakhs in the previous financial year ended 31 March 2025, registering a steady growth. The improvement in revenue was primarily driven by higher sales volumes, improved operational efIciencies, and the Companys continued focus on optimizing production processes and strengthening its market presence.

The Companys Profit Before Tax (PBT) increased to Rs. 545.96 Lakhs during the year under review from Rs. 506.41 Lakhs in the previous financial year, reflecting a growth of 7.81%. The improvement in profitability was mainly attributable to better product realisation, prudent cost management, and sustained operational discipline. Despite a dynamic business environment and inflationary pressures on input costs, the Company remained focused on enhancing productivity, improving process efIciencies, and maintaining financial discipline, which enabled it to deliver a healthy financial performance during the year.

• FINANCIAL PERFORMANCE – CONSOLIDATED

Our Company has one (1) overseas joint venture namely M/s. Agro and Spice Trading Pte Limited, Singapore, as on 31 March 2026, whose accounts were consolidated with the financials of the Company after the PBT level in accordance with the IndAS.

The consolidated financial statements of the Company for the financial year ended 31 March 2026, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The Profit Before Tax (PBT) for the year under review was Rs. 646.83 lakhs as compared to Rs. 667.77 lakhs for the previous year. The Audited Consolidated Financial Statements along with the Auditors Report thereon forms part of the Annual Report.

2. DIVIDEND

The Board has recommended a dividend of equity share having face value of Rs. 2 per equity share of face value Rs. 2 each) year ended 31 March 2026 (Dividend for 2024-25 @ Re. 0.15 per equity share of of its current profits, subject to the approval at the ensuing Annual General Meeting referred to as ‘AGM) of the Company. payout during the financial year ended 31 Rs 127.95 Lakhs (previous year: Rs 95.96 The dividend, as recommended by the Board, at the ensuing AGM, will be paid to whose name appears on the Register of the Record Date i.e. September 15, 2026. the dividend shall be paid within 30 days of declaration as per the relevant Companies Act, 2013 (hereinafter referred to Pursuant to the provisions of the Income-tax the dividend paid or distributed by a taxable in the hands of the shareholders. compliance with the said provisions, your make the payment of the dividend after deduction of tax at source at the wherever applicable. For the prescribed rates categories, the shareholders are requested to the Income Tax Act, 1961 and amendments

3. SHARE CAPITAL

There is no change in the Share Capital of the Company during FY 2025-26. The paid-up Share Capital of the Company as on 31 March 2026 comprises 6,39,72,720 Equity shares of Rs.2/- each. During the year under review, the Company has not issued any shares.

4. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2025-26 in the profit and loss account.

5. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

During the year under review, the Company delivered a resilient financial performance despite operating in a challenging business environment marked by constraints in the availability of quality raw materials. Through sustained operational focus, prudent cost management, and improved product realisation, the Company achieved steady financial results as compared Re.to 0.20the previousper financial year.

(i.e. @ 10% for Duringthe thefinancial year under review, the Company achieved financial sales ofyear 3,846.70 MT of Katha, as against 3,983.24 .in 2theeach) previousout financial year. The marginal decline salesof Members volume was primarily attributable to the limited (hereinafter availability of quality raw materials, which impacted productionDividend levels. However, the Company witnessed encouraging2026 isgrowth in the sales of Cutch (by-product), Lakhs). which increased from 977.98 MT in FY 2024 25 to if1,105.30approved MT in FY 2025 26, reflecting improved market demandMembers, and effective product mix management. as on The management is focused on achieving desired results If approved, coupled with sustained production levels. The trend is from the date likely of tothe continue and we are hopeful to have a as operational‘Act). and financial performance in FY2026-27.

Act,Our Company1961, is committed to a clean environment and, thus,shall alwaysbe thrives to ensure the best measures are Accordingly, implementedin to ensure environmental safety. The best of environment,shall safety and pollution control measures arenecessary implemented across all our manufacturing units and the measuresrates, adopted are adequate. The management forcontinuouslyvarious reviews the measures adopted and their efIciencyrefer to to ensure environmental safety. thereof.

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

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

There are no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future. During the year under review, no Corporate Insolvency Resolution application was made, or proceeding was initiated, by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application / proceeding by / against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended) is pending as on 31 March 2026. For further details on Direct/Indirect Tax Cases, please refer to Note No. 51 to the notes to the account.

7. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During FY 2025-26, the Company had not altered any of its clauses in the Memorandum and Article of Association.

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

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

During the year under review, there was no fundamental change in the nature of the business of the Company.

9. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

Your Company has no holding, subsidiary or associates company as on 31 March 2026.

The Company has one (1) overseas joint venture namely M/s. Agro and Spice Trading Pte Limited, Singapore, as on 31 March 2026, which is engaged in the business of trading of spices. PT Sumatra Resources International & Pt. Thea Universal Trade are subsidiaries of the said joint venture M/s. Agro and Spice Trading Pte Limited. PT Sumatra Resources International is engaged in the business of manufacturing Catechins from Gambier with the use of innovative technology.

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

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of the joint venture, are available on the website of the Company at https://www.iwpkatha.com/ financial_performance.html. These documents will also be available for inspection till the date of the AGM during business hours at the Registered OfIce of the Company.

10. INDIAN ACCOUNTING STANDARD (IndAS)

Pursuant to the Companies (Indian Accounting Standard) Rules 2015, the Companys Audited Financial Statements for FY 2025-26 are Indian Accounting Standard (INDAS) compliant.

11. INTERNAL FINANCIAL CONTROL SYSTEMS

AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting standards and regulatory requirements.

The Internal Audit of the Company for the financial year 2025-26 was carried out by M/s. R K D S & Associates, Chartered Accountants, Internal Auditors for all divisions and units of the Company. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior Executives of the Company responsible for financial management and other affairs. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of: a) OfIcials of the Company have defined authority and responsibilities within which they perform their duty; b) All the Banking transactions are under joint authority and no individual authorization is given; c) Maker-checker system is in place. d) Any deviations from the previously approved matter require fresh prior approval.

The Audit Committee regularly observes that proper internal financial controls are in place, including with reference to financial statements. During the year, such controls were reviewed, and no reportable material weakness was observed.

12. LISTING STATUS

The Companys equity shares are listed on BSE Limited under Script Code 540954 and ISIN No. INE586E01020. The Company has paid the Annual Listing Fees for FY2026-27.

13. FIXED DEPOSITS

During the financial year 2025-26, the Company has not accepted nor renewed any deposits from the public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

15. REPORT ON CORPORATE GOVERNANCE

Your directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth of your Company. We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have maintained high standards of corporate governance based on the principle of effective implementation of internal control measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Companys corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. In terms of Regulation 34(3) of the SEBI (LODR) Regulation 2015, the "Report on Corporate Governance" together with a certificate from the Practicing Company Secretary regarding compliance with the requirements of Corporate Governance is included as a separate section in this Annual Report and form an integral part of this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by the Internal Auditors, Statutory Auditors, and Secretarial Auditor, the reviews performed by the management, with the concurrence of the Audit Committee, pursuant to Section 134(3) read with Section 134(5) of the Act and as per Schedule II Part C(A)(4)(a) of the SEBI Listing Regulations, the Board states the following for the year ended 31 March 2026:

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

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

iii) The Directors had taken proper and sufIcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the lives of the people. Acknowledging its responsibility towards the society, your Board, in compliance with the provisions of Section 135(1) of the Act and Rules made thereunder has formulated the CSR Committee and CSR Policy. Further, the CSR policy has been placed on the website of the Company and can be accessed through the following link: https// www.iwpkatha.com/ files/IWP_CSR_Policy.pdf The Companys CSR policy covers activities in the field of eradication of extreme hunger and poverty, promotion of education, promotion of gender equality, empowerment of women, improvement of mental health, slum area development and rural development projects, employment enhancing vocational skills, ensuring environmental sustainability, animal welfare, sanitation including contribution to Swachh Bharat Kosh set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During the financial year 2025-26, the Company was required to spend Rs. 6.76 Lakhs, the minimum amount to be spent on CSR activity. The Company spent an amount of Rs 6.76 Lakhs towards CSR in FY 2025-26 for Animal Welfare and Environment Sustainability. The Annual Report on CSR activities in terms of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure 2 forming part of this Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company combination of Executive and Non-As on 31 March 2026, it Directors, viz. 4 (Four) Non-Executive Directors including a Woman Director Non-Executive - Non-Independent Director Executive Directors. The position of the Board and the Managing Director individual, wherein the Chairman of Executive Director. The profile of all accessed on the Companys website com None of the Directors of the underany Section 164(1) & 164(2) of the

Act. Further, all the Directors have are not debarred from accessing the well as from holding the ofIce of any order of Securities and Exchange Ministry of Corporate Affairs or any other authority.

The details of the Board composition and of Committees are provided separately in Governance Report.

CHANGE IN BOARD COMPOSITION AND KEY MANAGERIAL

During the Financial Year 2025-26, Mr. Krishna Kumar Mohta (Din 00702306) Chairman and Managing Director of the Company, has resigned from the position the Whole Time Director designated as Chairman & Managing Director of the Company with effect from of business hours on 14th November 2025. Mr Krishna Kumar Mohta informed the Board that his resignation was purely due his advancing age. He has also that there were no other material reasons attributable / connected with the Company for his resignation. Board places on record his appreciation for the guidance provided by Mr Krishna Kumar Mohta during his tenure as a Chairman & Managing Director of the Company.

During the Financial Year 2025-26, Sri Krishna Kumar Mohta, has decided to reduce/curtail his involvement in business due to his advanced age and has decided to step down from the post of Whole Time Director designated as Chairman and Managing Director. Basedanon theoptimum recommendation of Nomination and RemunerationDirectors. Committee, the Board of Directors passed resolution on November 14, 2025, has approved of 7 (Seven) the re-designation of Mr. Bharat Mohta (DIN 00392090) Independent as Whole Time Director designated as Chairman and and 1 (One) and Managing Director w.e.f. November 15, 2025 and same 2 (two) was approved by the shareholder through Postal Ballot Chairman of dated 19th December 2025. are held by same Board is an the In accordance with the provisions of Section 152 of the Directors can be Companies Act, 2013 and as per provisions of the Articles www.iwpkatha. of Association of the Company Mr. Bharat Mohta (DIN: 00392090), Director of the Company, retire by rotation have incurred and is eligible to offer himself for re-appointment. During the financial year 2025-26, the constitution of the

Board complies with the requirements of the Act and the SEBI Listing Regulations.

Further, the brief resume and other details relating to the Director seeking appointment or re-appointment, as stipulated under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2, are provided in the Notice convening the ensuing 106th AGM.

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Act. A

May certificate 2026 received from Md

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

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

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March 2026 are:

- Mr. Bharat Mohta, Chairman & Managing Director

- Mr. Ravi Chandak, Whole Time Director

- Mr. Anup Gupta, Company Secretary

- Mr. Raj Kumar Agarwal, Chief Financial OfIcer.

19. DECLARATIONSBYINDEPENDENTDIRECTORS

In accordance with the provisions of Section 149(7) oftheCompaniesAct,2013,eachoftheIndependent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the CompaniesAct, 2013 read with Regulation16(1)(b)oftheSEBI(ListingObligationsand DisclosureRequirements),Regulations2015(theListing Regulations) and they have registered their names in theIndependentDirectorsDatabank.Further,pursuant toSection164(2)oftheCompaniesAct,2013,allthe DirectorshaveprovideddeclarationsinFormDIR-8that theyhavenotbeendisqualifiedto act as Director. IntheopinionoftheBoardofDirectors,allIndependent DirectorsoftheCompanyfulfil theconditionsspecified intheAct2013readwithScheduleandRulesissued thereunderaswellasunderListingRegulationsandare IndependentfromManagement.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. During the financial year 2025-26, all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

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

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

The report on the performance evaluation of the Individual Directors was reviewed by the Chairman of the Board. The Board expressed satisfaction with the overall functioning of the Board and its Committees.

21. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 4 (Four) times. The details of the Board meetings are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

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

22. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2025-26, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on 20th March 2026. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

23. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Mr. Surendra Bagri	Independent Director
Mr. Sumant Mimani	Independent Director
Mr. Rajendra Prasad Chetani	Non-Executive Non-
	Independent Director

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

24. NOMINATIONS AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of Board comprises of:

Name of Directors	Category
Mr. Surendra Bagri	Independent Director
Mr. Sumant Mimani	Independent Director
Mr. Rajendra Prasad Chetani	Non-Executive Non-
	Independent Director

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is available on the website at https://www.iwpkatha.com/files/codespolicies/Policy_ Remuneration%20for%20Director%20&%20KMP.pdf The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

25. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Board comprises of:

Name of Directors	Category
Mr. Rajendra Prasad Chetani	Non-Executive Non- Independent Director
Mr. Bharat Mohta	Chairman & Managing Director
Mr. Sumant Mimani	Independent Director

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

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

27. MAINTENANCE OF COST RECORDS AND COST AUDIT

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

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

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

29. VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct, to management (on an anonymous basis, if employees so desire). Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice has occurred or is occurring, reports that information or participates in the said investigation. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at https://www.iwpkatha.com/ files/Vigil_Mechanism_2015.pdf No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2025-26.

30. AUDITORS AND AUDITORS REPORT

M/s. S K Agrawal & Co Chartered Accountant LLP, Chartered Accountants, (Firm Registration Number: 306033E/E300272) were appointed as Statutory Auditor of the Company by the members at the 102nd Annual General Meeting held on 26 September 2022 for a period of 5 years i.e., from the conclusion of the 102nd AGM until the conclusion of the 107th Annual General Meeting to be held in the year 2027. The Report given by S K Agrawal & Co Chartered Accountant LLP, Chartered Accountants on the financial statements of the Company for the financial year 2025-26 is part of the Annual Report and there is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Reports. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

31. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s M Shahnawaz & Associates, Practising Company Secretaries (FRN: S2015WB331500) has been appointed as Secretarial Auditors of the Company for the term of 5 (Five) consecutive years at 105th Annual General Meeting held on 12th September 2025 to hold ofIce for a term of 5 (Five) consecutive years, i.e. from financial year 2025-26 to financial year 2029-30.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the Secretarial Audit of the Company for FY2025-26. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31st March 2026, is annexed to this Report as Annexure – 3 and forms part of this Report.

Explanation or comments by the Board on the qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors - The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments. The Company has undertaken an Annual Secretarial Compliance Audit for FY 2025-26 pursuant to Regulation 24A(2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for Financial Year ended 31st March 2026 has been submitted to the Stock Exchanges and the said report may be accessed on the Companys website at https://www.iwpkatha.com/ sh_pattern.html.

32. INTERNAL AUDITOR

The Board appointed M/s R K D S & Associates, , Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditors on a quarterly basis.

The Board at its Meeting held on 30th May 2026 re-appointed M/s R K D S & Associates Chartered Accountants, Firm Regd. No. 0309091E, Membership No. 016384, as Internal Auditors under the provisions of Section 138 of the Companies Act, 2013 for the financial year 2026-27.

33. SECRETARIAL STANDARDS

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

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

Disclosures relating to remuneration and required under section 197(12) of the 2013 read with rules 5(1) of the and Remuneration of Managerial Personnel) 2014, is annexed herewith as ‘Annexure part of this Boards report.

The statement containing particulars of pursuant to Section 197 of the Act, read 5(3) of the Companies (Appointment and of Managerial Personnel) Rules, 2014, sent to the Members along with this accordance with the provisions of Section Act. Copies of the said statement are Companyregistered during ofIce the designated working hours from 21 days before the of the AGM. Any member interested in statement may write to the Company their Folio No./DPID & Client ID.

35. RISK MANAGEMENT POLICY

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

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

36. INSIDER TRADING POLICY

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

37. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2026 is available on the website of the Company at the link https://www.iwpkatha.com/financial_performance.html

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or Guarantee covered details as Companies under the provisions of Section 186 of the Companies Act, Act, 2013. The details of Investments are disclosed in Note No.(Appointment 4 to the standalone financial statements, which are within Rules, -4 the prescribed statutory limits. and forms

39. CREDIT RATING employees During the year under review, Infomerics Valuation and Rating Pvt Ltd has afIrmed the long-term rating with Rule 5(2) and Remuneration of IVRBBB- (pronounced as IVR Triple B Minus). The outlook in the long term is Stable. not being Annual Report in

40. TRANSFER OF UNPAID AND UNCLAIMED

136 of the

AMOUNTS TO THE INVESTOR EDUCATION AND available at the

PROTECTION FUND (IEPF)

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

The Company had sent individual notices and advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company transferred such unpaid or unclaimed dividends and corresponding shares to IEPF.

During the financial year 2025-26, pursuant to provision of Section 124 of the Act, the Company has transferred a sum of Rs. 6,37,743.00 to the IEPF, the amount of dividend which was unclaimed/ unpaid for a period of seven years, declared for the financial year 2017-18. The details are provided in the Shareholder Information section available on our website, at https://www.iwpkatha.com/un_dividend. html During the financial year 2025-26, the Company has transferred 55070 equity shares of Rs.2/- each in respect of which dividend has not been paid or claimed for seven consecutive years or more pursuant to Section 124 (6) of the Act to the IEPF Authority as prescribed in section125 of the Act. Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF may claim those dividends and shares from the IEPF Authority by complying with prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.

The dividend declared for the financial year ended 31 March 2019 and which remains unpaid/unclaimed is due to be transferred to IEPF within statutory timelines, upon expiry of the period of seven years. The due dates for transferred of unclaimed dividend to IEPF are provided in the report on Corporate Governance.

Further the shares in respect of which dividend has not been paid or claimed for seven consecutive years will also be transferred to IEPF. Shareholders are requested to ensure that they claim the unpaid dividends referred to above before the dividend and shares are transferred to the IEPF pursuant to the provision of Section 124 of the Act.

41. PARTICULAR OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Company has Policy on materiality of related party transactions and on dealing with related party transactions policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Audit Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates.

The related party transactions that were entered into by the Company during the financial year 2025-26, were on an arms length basis. Further, no material related party transactions were entered into by the Company during the financial year 2025-26. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure 5 forming part of this Report.

The details of the transaction with related parties during financial year 2025-26 are provided in the accompanying financial statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company and can be accessed through the following link:https://www.iwpkatha.com/files/codes-policies/ Policy_Related%20 Party%20Transaction.pdf

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

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules. The policy on Prevention on Sexual Harassment at Work Place as approved by the Board is uploaded on the Companys website at https://www.iwpkatha.com/files/ PREVENTION_ ON_SEXUAL_HARASSMENT.pdf The Committee met once during the FY 2025-26 on February 12, 2026.

There was no complaint pending at the beginning and at the end of FY 2025-26. No complaints have been received by the Committee during FY2025-26.

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

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in Annexure - 6 to this Report.

44. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors

Internal Auditor have not reported any instances of fraud committed in the Company by its ofIcers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

45. MATERNITY BENEFIT ACT

During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961.

46. HUMAN RESOURCES

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

47. GENERAL

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

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

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

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

The Company serviced all the debts and financial commitments as and when they became due, and no settlements were entered into with the bankers. Since the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

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

48. GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants ("DPs") and RTAs. To support the ‘Green Initiative, Members who have not registered their email addresses are requested to register the same with the Companys Registrar and Share Transfer Agent ("RTAs")/Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circular No. 09/2024 dated 19 September 2024 and SEBI Circular dated 03 October 2024, the Annual Report of the Company for the financial year ending 31 March 2026 including therein the Audited Financial Statements for the financial year 2025-26, will be sent only by email to the Members.

49. ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their cooperation and assistance extended.

Your directors also wish to express their deep appreciation for the integrity and hard work of every member of the IWP family.

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

For and on behalf of the Board of Directors of
	The Indian Wood Products Co Ltd
	Bharat Mohta
Kolkata	Chairman & Managing Director
30th May, 2026	Din No: 00392090