Welterman International Ltd Directors Report

Dear Members,

Your Directors have pleasure to present the Companys 33^rd Annual Report along with Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. The State of Affairs of the Company

Financial Highlights/Summary:

(Rs. In Lakhs)

PARTICULARS	Year ended on 31.03.2025	Year ended on 31.03.2024
Total Revenue	20.41	20.43
Profit/(Loss) before depreciation and tax	(13.33)	(11.31)
(Less): Depreciation	(2.08)	(2.08)
Profit/(Loss) before Exceptional & Extra ordinary items & tax	(15.41)	(13.39)
Add/(Less): Exceptional Items	-	-
Add/(Less): Extra Ordinary Items	-	-
Profit /(Loss) Before Tax	(15.41)	(13.39)
Add/Less: Comprehensive Income	(0.10)	0.11
Add/(Less): Current Tax	-	-
Profit/(Loss) for the Year	(15.41)	(13.28)
Add/(Less): Balance brought forward	(1666.46)	(1653.19)
Balance carried forward to Balance sheet	(1681.88)	(1666.46)

2. Financial Performance:

During Financial Year 2024-25, total income of the Company was Rs. 20.41 Lakhs as compared to Rs. 20.43 Lakhs in Financial Year 2023-24 and net loss of Rs. 15.51 lakhs during the Financial Year 2024-25 as against Loss of Rs. 13.28 lakhs in the previous Financial Year 2023-24.

3. Dividend:

In view of accumulated losses, your directors have not recommended dividend for the year ended 31st March, 2025.

4. Share Capital

During the year under review, there was no change in share capital and accordingly the paid up Equity Share Capital of your Company was Rs. 4,44,13,000/- (Rupees Four Crores Forty Four lakhs Thirteen thousand) as at 31^st March, 2025.

5. Disclosure under the Companies (Share Capital and Debentures) Rules, 2014:

The Company has not issued any securities and accordingly, the Company is not required to report the following details pursuant to the Companies (Share Capital and Debentures) Rules, 2014

- Details of issue of Equity Shares with Differential rights pursuant to Rule 4(4) - Details of issue of Sweat Equity Shares pursuant to Rule 8(13) - Details of the Employee Stock Option Scheme pursuant to the Rule 12(9)

6. Voluntary Revision of Financial Statements or Boardfs Report

Since the Company has not made any voluntary revision of Financial Statements or Boards Report during the year under review, detailed reasons for the same pursuant to proviso to section 131 of the Act are not required to be reported.

7. Nature of Business:

There was no change in the nature of business during the year under review.

8. Information about the performance of Subsidiaries / Associates/ JV

The Company has no Subsidiaries / Associates/ JV as on date.

9. Transfer of amount to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed amount to be transferred to Investor Education & Protection Fund (IEPF) during the year under review pursuant to provisions of Section 125 of the Companies Act, 2013 (‘the Act) and accordingly no amount is transferred to IEPF.

10. Transfer to General Reserve:

The Company is not required to transfer any amount to its reserves. Hence, no amount is transferred to reserves during the year under review.

11 . Directors Responsibility Statement:

Pursuant to Section 134(5) of the Act, 2013, the Board of Directors of the Company confirms that:

i. In the preparation of the annual accounts financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for the financial year ended March 31, 2025 under review;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

v. they 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. they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

12. Changes in Directors and Key Managerial Personnel:

- Mr. Mohammed Mansur H. Dhanani, Director (DIN: 08814878) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

- Mr. Mihir Bhatia (DIN: 06535259) ceased to be a Director w.e.f close of business hours on 29^th March, 2025 upon completion of 2^nd term as an Independent Director.

- The Board of Directors at its meeting held on 14^th April, 2025 approved the appointment of Mr. Pradeep Goyal (DIN: 02798770) as Additional Director to hold office upto next Annual General

Meeting and as Non-executive Independent Director of the Company for a term of 5 years from April 14, 2025 to April 13, 2030, subject to the approval of the members of the Company.

Subsequently members of the Company approved his appointment by way of Special Resolution on 31^st May, 2025 through Postal Ballot for which postal ballot was kept open from 2^nd May, 2025 to 31^st May, 2025.

- Mr. Pradeep Goyal (DIN: 02798770) tendered his resignation from his position of Independent Director w.e.f. close of business hours on 18^th July, 2025 in view of inability to devote time for the Company due to his other business commitments and engagements.

- The Board of Directors at its meeting held on 25^th July, 2025 approved the appointment of Mr. Sudeep Saxena (DIN: 09199917) as Additional Director to hold office upto next Annual General Meeting and as Non-executive Independent Director of the Company for a term of 5 years from July 25, 2025 to July 24, 2030, subject to the approval of the members of the Company.

13. Deposits:

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2025.

14. a) Statement on declaration given by Independent Directors under section 149(6) of the Act:

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration that they meet criteria of independence as provided under Section 149(6) of the Act.

b) A statement with regard to integrity, expertise and experience of Independent Directors

Your Directors are of the opinion that Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

15. Performance Evaluation:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.(‘SEBI)

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into the views of Executive and Non-Executive Directors in the aforesaid Meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board Meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

16. Familiarization Program for Independent Directors:

The Company has formulated a policy to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through Board Meetings. The details of such familiarization programs are disclosed in the website of the Company (www.welterman.com).

17. Remuneration Policy:

The Board, on the recommendation of the Nomination and Remuneration Committee has framed a Policy in relation to remuneration of Directors. The Policy also lays down the criteria for determining qualifications, positive attributes and independence of a Director and also framed a Remuneration Policy as provided under Section 178 of the Act. The detailed Nomination and Remuneration Policy is disclosed on the website of the Company and web link for the same is http://welterman.com/pdf/governance/company%20policies%20and%20codes/NOMINATION%20& %20REMUNERATION%20POLICY.pdf

18. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

During the year under review, your Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

19. Disclosure under Maternity Benefit Act, 1961

Your Directors state that the Company is compliant of the provisions of the Maternity Benefit Act, 1961.

20. Number of Board and Committee Meetings conducted during the year:

A. Board Meetings:

During the year under review, 4 (Four) Meetings of the Board of Directors were held on 29^th May, 2024, 12^th August, 2024, 13^th November, 2024 and 5^th February, 2025. The gap between any two Board Meetings did not exceed 120 days. The attendance record of the Directors at the Board Meetings is as under:-

Sr. No. Name of the Director	Designation	No. of Meetings attended/held during the year
1 Mr. Mohammed Mansur H. Dhanani	Executive Director & Chief Executive Officer	4/4
2 Ms. Huma Madani	Promoter, Non-Executive Director	4/4
3 Mr.Mihir Bhatia	Non-Executive Independent Director	4/4
4 Mr. Leeladhar S.Kotian	Non-Executive Independent Director	4/4

B. Audit Committee:

The Audit Committee met 4 (Four) times during the year under review on 29^th May, 2024, 12^th August, 2024, 13^th November, 2024 and 5^th February, 2025. Scope of the Committee includes matters referred in section 177 of the Act and regulation 18 read with part C of Schedule II of SEBI (LODR) Regulations, 2015.The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors and Compliance of various regulations. The Committee reviews the financial statements/financial results and approves the same before they are placed before the Board.

Below given table provides the attendance of the Audit Committee members:

Sr. No. Composition	Position	No. of Meetings attended/held during the year
1 Mr. Leeladhar S. Kotian	Chairman	4/4
2 Mr. Mihir Bhatia	Member	4/4
3 Mr. Mohammed Mansur H. Dhanani	Member	4/4

C. Nomination And Remuneration Committee:

The Nomination and Remuneration Committee met 1 (One) time during the year under review on 29^th May, 2024. Below given table provides the attendance of the Nomination and Remuneration Committee members:

Sr. No. Composition	Position	No. of Meetings attended/held during the year
1 Mr. Leeladhar S.Kotian	Chairman	1/1
2 Mr.Mihir Bhatia	Member	1/1
3 Mrs.Huma Madani	Member	1/1

D. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met 1 (One) time during the year under review on 29^th May, 2024. Below given table provides the attendance of the Stakeholders Relationship Committee members:

Sr. No. Composition	Position	No. of Meetings attended during the year
1 Mr. Leeladhar S. Kotian	Chairman	1/1
2 Mr. Narendra M. Patel	Member	1/1
3 Mr. Mohammed Mansur H. Dhanani	Member	1/1

E. Separate Independent Directorsf Meeting:

During the year under review, 1 (one) Separate Independent Directors meeting was held on 7^th March, 2025. Below given table provides the attendance of the meeting of Separate Independent Directors:

Sr. No. Composition	Position	No. of Meetings attended during the year
1 Mr.Leeladhar S.Kotian	Chairman	1/1
2 Mr.Mihir Bhatia	Member	1/1

21. Vigil Mechanism:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company viz. www.welterman.com.

During the year under review no complaints were received by your Company.

22. Particulars of Contracts or Arrangements made with Related Parties:

During the year, there being no related party transactions within the meaning of Section 188 of the Act, no disclosure as contemplated in Form AOC-2 is made.

23. Explanation(s) / comment(s) on qualification(s) / reservation(s) / adverse remark(s)/disclaimer by the auditors in their respective reports:

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

24. Risk Management Policy:

The Management has put in place adequate and effective Policy and manpower for the purposes of Risk Management. The Company has a system based approach to business risk management backed by strong internal control systems. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

25. Corporate Social Responsibility:

The Company does not fall in any of the criteria of Section 135(1) of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3)(m) of the Act, read with rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed as Annexure - II and forms part of this Report.

27. Corporate Governance:

In view of Paid up Equity Capital and Net worth of the Company, being lesser than Rs. 10 Crores and Rs. 25 Crores respectively, Corporate Governance Report as prescribed in clause C of Schedule V of LODR is not included in terms of Regulation 15(2) of LODR.

28. Particulars of Employees:

There was no employee drawing remuneration of Rs. 1,02,00,000 or more per annum or Rs. 8,50,000 per month for any part of the year or more including any director. Hence no particulars have been furnished as contemplated under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. Loans, Guarantees and Investments:

During the FY 2024-25, your Company has neither given any loans/advances nor any guarantees nor securities nor made any investments within the meaning of the provisions of Section 186 of the Act.

30. Auditors:

30.1 Statutory Auditors and Report:

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, have been appointed as Statutory Auditors of the Company for the period of 5 years from the conclusion of the 30th Annual General Meeting held on 26^th September, 2022, to hold office up to the conclusion of 35th Annual General Meeting to be held in 2027.

30.2 Internal Auditors:

The Company has appointed M/s. Jwalant Shah & Co., Chartered Accountants, Vadodara, as an Internal Auditor of the Company to carry out the Internal Audit of various operational areas of the Company for the Financial Year 2025-26.

30.3 Secretarial Auditors and Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara as Secretarial Auditors of the Company. The Secretarial Audit Report in the prescribed format of MR-3 is annexed as Annexure - III to this Report.

30.4 Cost Records and Audit:

The Company is neither required to maintain Cost Records nor required to appoint Cost Auditor pursuant to Section 148 of the Act and rules framed thereunder.

31. Internal Financial Controls With Reference to the Financial Statements:

System of adequate Internal Financial Controls with reference to the Financial Statements is already in place.

32. Management Discussion and Analysis:

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is enclosed as Annexure - IV to this report.

33. Insurance:

All the properties and insurable interests of the Company including buildings, plant and machineries and stocks have been adequately insured.

34. Industrial Relations:

Overall industrial relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.

35. Median Employee Details:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available to any member on request.

36. Reporting of Frauds:

There has been no instances of fraud reported either by the Statutory Auditors or the Secretarial Auditor under section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

37. No significant or material order:

No significant or material order was passed by any regulator, court or tribunal impacting the going concern status or Companys operations in future during the year under review.

38. Internal Control Systems and their adequacy:

The Company has an adequate system of internal controls in place. It has documented procedures covering all financial and operating functions. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations and for ensuring reliability of financial reporting. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with Accounting Standards as well as reasons for changes in accounting policies and practices, if any.

39. Compliance of Applicable Secretarial Standards:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings respectively.

40. Annual Return:

The Company has placed a copy of the annual return pursuant to Section 92 and 134 of the Act read with rules framed thereunder on its website and the same is available on www.welterman.com.

41. Compliance Certificate

The CEO and CFO have certified to the Board with regard to the Financial Statements and other matters as required under Regulation 17(8) read with Part B of Schedule II to the SEBI Listing Regulations.

42. Material Changes and Commitments:

There was no material change and commitment affecting the financial position of the Company which have occurred between the end of financial year of the Company i.e 31st March, 2025 and the date of this report and hence not reported.

43. Acknowledgement:

Your Directors place on record their sincere thanks to Government, Customers, Vendors, Bankers and Employees at all levels during the year. Your Directors also gratefully acknowledge the support of the shareholders and confidence reposed on your Company.

	For and on behalf of the Board
	Welterman International Limited
Date: 5th September, 2025	Mohammed Mansur H. Dhanani	Huma Madani
Place: Vadodara	Director& CEO	Director
	DIN: 08814878	DIN: 07964833