Walchandnagar Industries Ltd Directors Report

To:

The Members of

Walchandnagar Industries Limited

Your directors take pleasure in presenting the 117 th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended March 31, 2026.

1. Financial Results:

The Companys financial performance, for the Year ended March 31, 2026, is summarized below:

	31.03.2026	31.03.2025
	( in Lakhs)	( in Lakhs)
Income:	29,626	29,484
Profit/(Loss) before	3,159	(3,666)
Depreciation, Interest,
Exceptional Item and
Exchange currency
fluctuations
Less: Interest	3,845	4,390
Depreciation	1,103	1,064
Add: Exceptional Items	69	412
(Income)
Profit/(Loss) before Exchange	(1,858)	(8,708)
Currency \u2013fluctuations
Less: Exchange Currency	(390)	(105)
Fluctuation Loss /(Gain)
Profit/(Loss) before Tax	(1,468)	(8,603)
Less: Tax (Net)	-	-
Profit/(Loss) after Tax	(1,468)	(8,603)

2. Financial Performance & Highlights:

During the year under review, the revenue for the Financial Year 2025-26 was 29,626/- lakhs as against the previous financial year 2024-25 of 29,484/- lakhs.

No Material changes and commitments occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

3. SHARE CAPITAL

The Company had allotted 2,17,18,023 Fully Convertible Warrants at a price of 114/- per warrant on a preferential basis to certain identified persons/entities, including the Promoter(s) and Promoter Group in the F.Y. 2023-24. These warrants were convertible into an equivalent number of fully paid-up equity shares of the Company having a face value of 2/- each.

Out of the total warrants allotted, during the year under review, Balance Outstanding 3,23,681 warrants were converted into equity shares and were allotted on May 24, 2025.

During the year under review, the Company has also made allotment of 58,784 equity shares of 2/- each to its eligible employees who have exercised their stock options under the prevailing Employee Stock Option Scheme of the Company at regular intervals.

Consequently, the paid-up equity share capital of the Company has increased to 13,56,84,120/- divided into 6,78,42,060 equity shares of face value of 2/- each as on March 31, 2026.

Current Period:

The orders on hand as on March 31, 2026, were at 871.77/- crores as compared to 908.96/- crores as on March 31, 2025.

Exports and Overseas Projects:

During the year under review, the Company achieved an export turnover of 59.36/- crores as against 9.61/- crores, in the previous year. The export orders on hand as on March 31, 2026, are at 395.42 crores.

Dividend and Reserves:

During the Year under review, your Company has loss after tax of (1,468) lakhs. In view of losses, no dividend is recommended for the Year ending March 31, 2026, by the Board.

Subsidiary, Joint Ventures and Associate Companies:

As on March 31, 2026, your Company does not have any Subsidiary, Joint Venture or Associate Company. During the year under review, none of the Companies have become or ceased to be the Companys Subsidiary, Joint Venture and Associate Company.

Extract of Annual Return:

Pursuant to Section 92 (3) and Section 134 (3) (a) of the Act as amended read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026, is available on the Companys website and the weblink for the same is https://walchand.com/investors/investor-information/mgt-9/.

Management Discussion & Analysis:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015, (Listing Regulations) is enclosed as Annexure A to this report.

10. Finance & Accounts: (i) Fixed Deposits:

Your Company did not invite or accept deposits from the public during the financial year under review. (ii) Income Tax Assessments:

The Income Tax Assessments u/s 143 (3) of the Income Tax Act, 1961 up to assessment year 2025-26 has been completed as on 31.03.2026.

The appeal proceeding before Commissioner of Income Tax (Appeals) for A.Y. 2014-15, A.Y. 2015-16, A.Y. 2016-17 and A.Y. 2018-19, were in progress during the F.Y. 2025-26.

11. Human Resources Development:

During the Financial Year 2025-2026, as a part of process improvement, the HR Department has upgraded various forms, formats and policies e.g. Leave Policy-2026, Business Travel Policy to match the current business requirements. As a part of Health & Wellness, various awareness programs were taken up for the employees at Dharwad and Walchandnagar. For employee Engagement, various fun activities were done: On the occasion of Safety Week from March 04, 2026 to March 11, 2026, various programmes and competitions were organized for employees to promote safety awareness. Employees participated in Safety Quiz, Slogan Writing, and Drawing Competitions enthusiastically.

In addition, awareness sessions on Health Awareness, First Aid Treatment in case of factory accidents, and CPR training were arranged for employees. These programmes were highly informative and contributed towards enhancing safety awareness among employees.

Blood Donation Camps were organized at the Companys premises on April 22, 2025 and November 24, 2025, wherein 98 and 149 employees respectively participated voluntarily, demonstrating their social responsibility and commitment towards community welfare initiatives.

On 8 th March, 2026 we celebrated Womens Day with great enthusiasm and inclusivity, wherein female employees as well as the family members of officers actively participated in the programme. On the occasion of Womens Day, the WIL Management distributed gifts to all women participants as a token of appreciation and respect for their valuable contribution to society and the organization.

In addition, a Health Awareness Session and Health Checkup Camp were organized for women participants focusing on womens health awareness, preventive care, and overall well-being.

Further, an awareness session on Road Safety was organized on January 10, 2026 at Vinod Doshi Technology Centre (VTDC) for employees with the objective of creating awareness regarding safe driving practices, traffic regulations and accident prevention measures.

As part of the Quality Month Celebration held during November 2025, various activities such as Quiz Competitions and other employee engagement competitions were organized to promote quality awareness and encourage active participation among employees. Prizes were distributed to the winning employees in recognition of their performance and enthusiasm.

For learning and development of members: During the year under review, in Walchandnagar training team had conducted 2 training sessions for GETs.

Hiring:

HR is adopting best hiring practices and is using HRIS for preparing a resume database for developing a strong external pool of talent. Structured Interviews (Competency-Based Interviews) and background checking of new joiners are being implemented for ensuring the hiring of good quality candidates.

The true focus of Human Resources Management is motivating, bringing in Best HR Practices & retaining the best talent in the Industry.

12. Directors Responsibility Statement:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2026 and of the profit/Loss for the Year ended on that date; iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013,forsafeguardingtheassetsoftheCompanyandfor preventing and detecting fraud and other irregularities; iv) the Directors have prepared the annual accounts on a going concern basis; v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and 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.

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company with its inherent weaknesses, work performed by the Internal, Statutory and Secretarial Auditors including audit of Internal Financial Controls over financial reporting by Internal/ External Auditors and the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Year ended on March 31, 2026.

13. Corporate Governance:

Your Directors believe that Corporate Governance is the basis of stakeholder satisfaction. The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements as set out by the Securities and Exchange Board of India (SEBI). Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate obtained from the M/s. V. N. Deodhar & Co., Practicing Company Secretaries, Secretarial Auditors confirming compliance with Corporate Governance requirements is enclosed as Annexure B to this Report.

14. Corporate Social Responsibility:

The Companies Act, 2013, mandates that every Company who meets certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. In view of losses, statutorily no amount is required to be spent by the Company. However, Corporate Social Responsibility / Employee Welfare / Public Welfare are an integral part of the Company.

Over the years, the Company has taken and continues to take several initiatives to support Environment, Education and Health related activities in order to fulfill its corporate social commitments.

Health Activities:

The Company had organized Medical Health Check-up camps in Walchandnagar for employees wherein 279 Male workers and 49 Female workers have been benefitted for heart-related issues, ECG tests. Company had organized Medical Health Check-up camps in Pune for all Female employees. A

Blood Donation Camp was organised in Dharwad wherein 10 employees donated blood and a total of 247 employees voluntarily participated in the Blood donation camp in WNR.

Education:

The schools established by the Company continued to impart education up to Higher Secondary grade to children staying in Walchandnagar and nearby villages. Further, Company has provided 100% school fees concession to 7 students of demised workers. The Company has provided 50% school fee concession to 377 children of WIL Employees ward.

Further, the Company extended educational support by providing a 25% fee concession to the wards of 18 teachers (SWV and PRI) and WSB employees, and a 75% fee concession to the wards of 48 BCA teachers. Additionally, 1,211 students and 79 staff members were covered under the UNI STUDY CARE accidental insurance policy of United India Insurance Co. Ltd. Financial assistance was also provided under the BCA CARE initiative to support needy employees and students for medical expenses and payment of school fees. Environment:

To maintain a pollution free atmosphere and to spread awareness about environmental protection, the Company had undertaken proper care in maintaining the plantations in Walchandnagar.

On occasion of World Environment Day company had undertaken plantation programs and planted 25 various types of plants in Walchandnagar. The CSR Policy is available on the website of the Company and the link for the same is https://walchand.com/wp-content/uploads/2022/07/ Corporate-Restructuring-Policy.pdf.

15. Conservation of Energy, Technology absorption & Foreign Exchange Earnings & Outgo:

Pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information on conservation of energy, technology absorption, foreign exchange earnings and out-go is enclosed as Annexure C to this Report.

16. Personnel:

Employee relations remained harmonious and satisfactory during the year except at Satara Plant and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution made by all the employees of the Company.

The lockout in Satara plant had been called off w.e.f. November 24, 2025 and the operations at Satara Plant started in December 2025 that too in phases, which have been affected since March 20, 2025.

17. Directors and Key Managerial Personnel:

1) As on March 31, 2026, the Board of Directors comprised of 6 (six) members, including 1 (one) woman member. The Board has an appropriate mix of Executive Director(s), Non-Executive Non-Independent Director(s) and Independent Directors, which is compliant with the Companies Act, 2013, the SEBI LODR Regulations and is also aligned with the best practices of Corporate Governance.

2) Independent Directors: a) Declaration by Independent Directors:

Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under and Regulation 16 (1) of Listing Regulations (including any statutory modification(s) or re–enactment(s) thereof for the time being in force).

3) Retirement by rotation:

Pursuant to Article 86 of the Articles of Association of the Company and Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 117 th Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the Listing Regulations are mentioned in the Notice of Annual General Meeting which is a part of this Annual Report.

18. Number of Meetings of the Board:

The Board met six (6) times during the year from April 01, 2025 to March 31, 2026, on May 22, 2025; August 14, 2025; September 29, 2025; November 13, 2025; January 29, 2026 and March 26, 2026.

19. Committees of the Board:

Your Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Audit Committee which comprises of two Independent Directors i.e. Mr. Jayesh Dadia (Chairman of Committee) and Mrs. Rupal Vora (Member), and Chairman Mr. Chakor L. Doshi (Member).

Stakeholders Relationship Committee which comprises of two Independent Directors i.e. Mrs. Rupal Vora (Chairperson of Committee) and Mr. Jayesh

Dadia (Member), and Chairman Mr. Chakor L. Doshi (Member).

Nomination & Remuneration Committee which comprises of two Independent Directors i.e. Dr. Prabhat Kumar (Chairman of Committee) and Mrs. Rupal Vora (Member), and Chairman Mr. Chakor L. Doshi (Member).

Corporate Social Responsibility Committee which comprises of an Independent Director, Mrs. Rupal Vora (Chairperson of Committee), Managing Director & CEO Mr. Chirag C. Doshi (Member) and Chairman Mr. Chakor L. Doshi (Member).

20. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared. The Performance Evaluation of the Independent Directors was completed. Independent Directors Meeting/ Board Meeting considered the performance of Non-Independent Directors and the Committees and Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Nomination & Remuneration Committee has determined a process for evaluating the performance of every Director, Committees of the Board and the Board as a whole on an annual basis.

21. Vigil Mechanism:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, in compliance with Section 177 of the Companies Act, 2013 and the Listing Regulations, the Board of Directors have formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit Committee. The Policy on vigil mechanism / whistle blower policy may be accessed on the Companys website at the link https://walchand.com/wp-content/uploads/2022/07/ Whistleblower-Policy.pdf.

22. Particulars of Employees Remuneration:

(A) The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure D.

(B) The information as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon the request by any member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report and the Accounts are being sent to the members excluding the said Annexure. Any member interested in obtaining copy of the same may write to the Company Secretary at the Registered Office of the Company. Upon such request, information shall be furnished.

23. Particulars of Contracts and Arrangements with Related Parties:

All Contracts/ arrangements/ transactions entered into by the Company during the Financial Year under review with related parties were on an arms length basis and in the Ordinary Course of Business. There were no materially signi_cant related party transactions which could have potential con_ict with the interest of the Company at large. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All Related Party Transactions were placed before the Audit Committee for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://walchand.com/wp-content/ uploads/2022/07/Related-Party-Transaction-Policy.pdf. Your Directors draw attention to Note no. 50 to the Financial Statements which sets out related party disclosures.

24. Nomination & Remuneration Policy:

The Board has framed a policy on the recommendation of the Nomination & Remuneration Committee which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members / Key Managerial Personnel and other senior employees.

Objectives:

The Nomination and Remuneration Committee and this Policy is in compliance with Section 178 of the Companies Act, 2013, read along with the applicable rules thereto and Regulation 19 of the Listing Regulations.

The Key Objectives of the Committee are: a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board. c) to recommend to the Board, the Remuneration payable in whatever form to all the Directors, Key Managerial Personnel and Senior Management.

Role of Committee:

The role of the Committee is explained in the Corporate Governance Report.

Nomination Duties:

The duties of the Committee in relation to nomination matters include: a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness. b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013 and SEBI Guidelines. c) Identifying and recommending Directors who are to be put forward for retirement by rotation. d) Determining the appropriate size, diversity and composition of the Board. e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board. f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan. g) Evaluating the performance of the Board and Independent Directors. h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provisions of law and their service contract. i) Delegating any of its powers to one or more of its members or the Secretary of the Committee. j) Recommend any necessary changes to the Board. k) Considering any other matters as may be requested by the Board. l) For every appointment of an Independent Director, the Committee to evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required by an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a) use the services of external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates.

Remuneration Duties:

The duties of the Committee in relation to remuneration matters include: a) to consider and determine the Remuneration Policy, based on the performance and also bear in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate. b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company. c) to delegate any of its powers to one or more of its members or the Secretary of the Committee. d) to consider any other matters as may be requested by the Board. e) to consider and recommend to the Board, professional indemnity and liability insurance for Directors and senior management.

The Nomination and Remuneration policy is available on the website of the Company and the weblink for the same is https://walchand.com/wp-content/uploads/2022/07/ Nomination-Remuneration-Committee-Policy.pdf.

25. Risk Management:

Risk Management policy was approved in the Board Meeting wherein all material risks faced by the Company were identified and assessed. For each of the risks identified, corresponding controls were assessed and policies and procedures were put in place for monitoring, mitigating and reporting risk on a periodic basis.

26. Internal Financial Control Systems:

Details of the Internal Financial Control Systems is explained in the Management Discussion and Analysis which is enclosed as Annexure A to this report.

27. Insurance:

The properties, stock, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riots, civil commotion, etc.

28. Dematerialization of Shares:

The Companys shares are listed on BSE Limited and National Stock Exchange of India Ltd. and the Companys Registrar and Share Transfer Agent has connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE711A01022. As on March 31, 2026, total dematerialized equity shares are 6,74,88,635 representing 99.48%.

29. Companys Website:

Your Company has its website namely www.walchand. com. The website provides detailed information about the business activity, location of its offices and all other information as required under SEBI (LODR) Regulations. The Quarterly Results, Annual Reports, Shareholding Pattern, Integrated Governance, Integrated Financials and Investor Presentations and all other communication with the Stock Exchanges and various policies are placed on the website of the Company and the same are updated periodically.

30. Means of Communication:

The Company has designated investors@walchand.com as an email id for the purpose of registering complaints by investors and has displayed the same on the website of the Company.

31. Auditors and Auditors Report: Statutory Auditor:

M/s. Jayesh Sanghrajka & Co. LLP, Chartered Accountants, were appointed in the 113 th Annual General Meeting (AGM) as the Statutory Auditors of the Company to hold office from the conclusion of the 113 th AGM until the conclusion of the 118 th AGM.

Auditors Report:

The notes forming part of the accounts referred in the Auditors Report are self explanatory and give complete information. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report.

Cost Auditors and Cost Audit Report:

M/s. S. R. Bhargave & Co., Cost Accountants have been duly appointed as the Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 2027. They were also the Cost Auditors of the Company for the previous year ended March 2026. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 2027. The Cost Audit Report for the financial year ended March 2026 will be filed within the stipulated time i.e. on or before September 30, 2026.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. V. N. Deodhar & Company, Practicing Company Secretary, a peer reviewed firm (Firm Registration no. S1986MH002900) was appointed as Secretarial Auditor in the 116 th AGM to conduct Secretarial Audit of the Company for a period of 5 consecutive years commencing from FY 2025-26 till FY 2029-30, and to submit the Secretarial Audit Report in the prescribed format. The Secretarial Audit Report for the year ended March 31, 2026, is annexed herewith marked as Annexure E to this Report.

The Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of ICSI.

No observations/ qualifications/ reservations/ adverse remarks were made by M/s. V. N. Deodhar & Company, Secretarial Auditors of the Company in their report.

Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, the Secretarial Auditors or the Cost Auditors have not reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

32. Particulars of Loans, Guarantees or Investments by Company:

Particulars of Loans given, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to the

Financial Statements (Please refer Notes to the Financial Statements).

33. Employees Stock Option Scheme:

With the perspective of promoting the culture of ownership and to attract, retain, motivate and incentivize senior as well as critical talent, the Company has approved WIL - Employees Stock Option Plan 2020.

The Nomination and Remuneration Committee inter alia administers and monitors Employees Stock Option Scheme of the Company and from time to time, grants stock options to the employees.

The Scheme is in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, and there has been no material change to the plans during the Financial Year 2025-2026.

The details of the 2020 Plan form part of the Notes to accounts of the financial statements in this Annual Report.

34. Prevention of Sexual Harassment of Women at Workplace:

Your Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Secretarial Standards:

The Directors state that the Company has in place proper systems to ensure compliance with all the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

36. Familiarization Programme for Independent Directors:

To provide insights into the Company to enable the Independent Directors to understand the Companys business in depth which would facilitate their active participation in managing the Company, the Company arranges familiarization programmes for Independent Directors. The details of such familiarization programmes for Independent Directors are posted on the website of the Company viz. https://walchand.com/wp-content/ uploads/2026/06/FAMILIARIZATION%20PROGRAMME%20 FOR%20INDEPENDENT%20DIRECTORS_for%20the%20 FY%202025-2026.pdf

37. Compliance with the provisions relating to the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and rules made thereunder.

38. Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

During the Financial Year under review, an application was filed against the company by an Operational Creditor under Section 9 of the Insolvency and Bankruptcy Code 2016, before the National Company Law Tribunal (NCLT), for a claim of Rs. 7,95,49,674/ Plus interest @ 12% p.a.

As of March 31, 2026 and the date of this report, the said application is pending before NCLT and has not been admitted. The Company is legally contesting the matter and there are no active or concluded proceedings under the Code.

39. General:

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

1. Details relating to deposits covered under Chapter V of the Act.

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

3. No signi_cant or material orders were passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

40. Acknowledgement:

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, customers, suppliers and the shareholders from time to time.

For & on behalf of the Board of Directors
Sd/-	Sd/-
Chirag C. Doshi	G. S. Agrawal
Managing Director & CEO	Whole Time Director & Company
	Secretary
DIN: 00181291	DIN: 00404340
Registered Office:
Siddharth Towers, S. No. 12/3-B,
Office 908 to 910, Kothrud,
Pune- 411038.
Date: May 20, 2026