(Including Management Discussion and Analysis)
TO THE MEMBERS OF WENDT (INDIA) LIMITED
Your Directors have the pleasure in presenting the 43rd Annual Report of Wendt (India) Limited (hereinafter referred to as the Company) together with the Audited Financial Statements for the year ended 31st March 2025. The Management Discussion
& Analysis Report which is required to be furnished as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations) has been included in this Report to avoid duplication and overlap.
ECONOMIC OVERVIEW
During 2024, the global economy grew at uneven pace across different regions. Manufacturing activity slowed down in many parts of Europe and Asia due to supply chain issues and weak global demand. However, the services sector showed better performance and supported growth in several economies. Inflation reduced in most countries, though prices in the services sector remained high. While commodity prices remained stable, there is still a risk of prices rising together again. As growth and inflation trends differ across countries, central banks are expected to take different approaches to interest rate cuts. This could create uncertainty around future inflation and interest rates. In addition, global economic stability continues to face challenges from ongoing geopolitical tensions, conflicts, and changes in trade policies.
In this global context, India displayed steady economic growth. As per the first advance estimates of national accounts, Indias real GDP is estimated to have grown by 6.5 per cent in FY 2024-25. Growth in the first half of FY 2024-25 was supported by agriculture and services, with rural demand improving on the back of record Kharif production and favorable agricultural conditions. The manufacturing sector experienced headwinds due to subdued global demand and certain domestic seasonal factors. However, private consumption remained steady, reflecting resilience in domestic demand. Fiscal discipline and strong external balance supported by a services trade surplus and healthy remittance growth contributed to macroeconomic stability. Together, these factors provided a solid foundation for sustained growth amid external uncertainties.
Looking ahead, Indias economic prospects for FY 2025-26 are balanced. Headwinds to growth include elevated geopolitical and trade uncertainties and possible commodity price shocks. Domestically, the translation of order books of private capital goods sector into sustained investment pick-up, improvements in consumer confidence, and corporate wage pick-up will be key to p ro m o t ing growth. A revival in rural demand-supported by a rebound in agricultural output, moderation in food inflation, and a stable macroeconomic environment-adds an upside to near-term growth. Overall, India will need to improve its global competitiveness through grassroots-level structural reforms and deregulation to reinforce its medium-term growth potential.
While the latest projections by International Monetary Fund (IMF) has pegged global growth at 3.3% and 3.7% for 2025 and 2026, respectively, the latest tariff announcements by the US government are expected to impact global growth, but experts indicate no imminent risk of recession. The economic outlook for India is projected to be stable at 6.5% in 2025 and 2026, maintaining its position as the fastest-growing major economy, driven by robust private investment and macroeconomic stability.
INDUSTRY STRUCTURE & DEVELOPMENTS
The demand for Super Abrasive products is closely linked to the level of industrial production. Super Abrasives are used to manufacture long-lasting, expensive items like auto and aircraft parts, demand for which is highly cyclical. Diamond and Cubic Boron Nitride (CBN) Super Abrasive products are used extensively in aerospace industry and other industrial applications where price considerations are less significant as they incur high initial costs. They are used in the machining of materials such as nickel, cast iron and cobalt-based super alloys, where precision in machining operations is of prime importance.
The increasing complexity of Super Abrasive technology, especially in high-performance applications, along with the high initial investment required, creates significant entry barriers for small and medium-sized enterprises. While global industry leaders are able to invest heavily in research and development, most unorganised players lack access to such resources. This limits their ability to compete in developing technologically advanced products.
The Company being a total Grinding Solution provider, innovation is at the core of the Companys products and processes. As such majority of our products are customised to fulfil the customers requirements.
The Company is a preferred supplier for many of the automobile, auto component, engineering, aerospace, defence, ceramics customers for their Super Abrasive Tooling solutions, Grinding & Honing Machines and Precision components. A major contribution to the Companys revenues comes from these industries.
COMPANY PERFORMANCE OVERVIEW (STANDALONE)
(Rs. in Lakhs)
| FY 2024-25 | FY 2023-24 | % change | |
| Domestic Sales | 16834 | 15682 | 7% |
| Export Sales | 4363 | 4944 | -12% |
Total Sales |
21197 | 20626 | 3% |
| EBITDA | 5112 | 5378 | -5% |
| Other Operating and Other Income | 1136 | 919 | 24% |
| Profit Before Tax | 4969 | 5233 | -5% |
Profit After Tax |
3829 | 3950 | -3% |
| Capital Employed | 21975 | 19201 | 14% |
Earnings per Share - Rs. |
191.46 | 197.49 | -3% |
During the year the Company recorded sales of Rs.21197 lakhs, higher by 3% over the previous year.
Super Abrasive Business
The Super Abrasive business comprising Diamond/CBN Grinding Wheels in various Bonding Systems, Rotary Dressers, Stationary Dressers, Hones and Segmented products is the biggest business vertical of the Company. The Company continues to take several initiatives including product development, new customer acquisition, price correction, horizontal deployment of successful applications and products, new markets, leveraging all its products as a complete package solution to serve customers better to grow the business.
The Super Abrasive business achieved sales of Rs.14054 lakhs, which is higher by 7% over the previous year.
The domestic Super Abrasive sales grew by 9% over last year. This is the highest ever sales for domestic Super Abrasive business. The higher sales were from industries like auto, auto ancillaries, steel, bearings, engineering, cutting tools etc. Some of the initiatives for higher sales were close working on product development, key account management for top customers, appointment of precision dealers, horizontal deployment of successful applications, application teams support to the sales team and new product launches etc.
The export Super Abrasives sales during the year was marginally higher by 2% over the previous financial year. The marginal increase in export sales was due to reduced off take from key customers in few countries. The volatile geopolitical scenario with continued Russia-Ukraine conflict led to economic instability and changes in global trade route leading to lower off take from Europe and other developed countries. The economic recession faced in some of countries worldwide worsened the situation. The China plus one strategy adopted by major economies with localisation led to reduced demand and continued economic depression. The Company is focusing on identifying, targeting and onboarding new distributors, including industry specific distributors like glass, aerospace, steel in targeted countries, horizontal deployment of successful applications and products, dedicated customer meetings/calls, enhanced use of digital media, e-commerce, technical webinars, social media posts, marketing campaigns and participation in international exhibitions in focus countries etc.
Machines Business
Machine tool sales comprises sale of machines both domestic and export, spares, service and refurbishing of old machines. In the Machines business, sales declined 8% to Rs. 4364 lakhs. The drop in sales was due to delay in orders and customers deferring purchase due to adverse economic situation. The Company continued to mitigate supply chain issues by better planning, bulk ordering of some of the critical parts for the year, working closely with critical vendors and developing alternate vendors. The initiatives like advance schedule release helped to execute delivery on time. Further, other initiatives like design for parts standardisation, dynamic contract reviews and micro level planning, senior management interaction and visits to major suppliers, application demonstration and improving operational efficiency through Total Employee Involvement (TEI), relay-out of shop to increase the number of assembly bays, cost optimisation etc., helped in meeting the plan.
During the year, the Company manufactured 51 machines. The industry-wise machine sales during last year comprises majorly to steel followed by cutting tools, engineering and auto. The Company executed several new machines during the current year which was well accepted by the customers. The Companys strategy of moving from industry specific to application-based machines yielded good results during the year. These machines have been well received by the customers, projecting a good performance. Machine sales in the export market achieved good growth and acceptance by the customers.
During the financial year, the Company entered into a technology transfer agreement with Wendt GmbH, one of the Promoters of the Company for manufacturing peripheral grinding machines for insert grinding applications. This technology will help the Company to tap into the global market for peripheral insert grinding machines with a strategic focus on the sale of new machines, service revenue and upgrade the installed machines worldwide.
Precision Products
The Precision Products business clocked sales of Rs. 2779 lakhs, higher by 2% over the previous year.
The Company continues to focus on developing new products for its components business as a part of its de- risking strategy and looking at alternate opportunities wherever possible.
Digital Marketing
The Company continues to maintain its website with modified and improved content to enhance interaction and engagement with customers. The websites look and feel has been upgraded with enhanced graphics and user interface. Customers can explore the Companys products and successful applications and place their orders online. Additionally, new products and applications are regularly updated on social media platforms such as LinkedIn and YouTube to increase customer awareness. These initiatives are focused on digital marketing and ease of doing business in terms of servicing customers better.
Information Technology
On the Information Technology (IT) front, the Company has undertaken digital transformation initiatives focused on simplifying and automating processes in areas of production planning & control, procurement, marketing and Sales. This year, special emphasis was placed on upgrading and revamping the Companys secure network along with strengthening cybersecurity measures and improving data governance.
Applications Site
• Automated Vendor Payment: Enabled end to end vendor payment automation by integrating the Companys Enterprise resource planning (ERP) with Bank portal, while addressing cyber security measures. This reduces the time spent on searching for open invoices for payment and minimises documentation workflow.
• Grit Weighment automation: Eliminates the need for printing of issue slips and enhances communication between Production, planning and stores, ensuring timely grit issuance to production. This lead to time saving, fewer manual entry errors, zero stock variance and improves traceability to production.
• Related Party Transaction (RPT): Eliminates manual tracking of Audit Committee approval limits and simplifies capturing RPT values for individual vendors/ customers by executing single report. Enables automatic data validation and report consolidation without any data loss. Establishes a defined path for ERP S/4 HANA implementation through Readiness check.
Infra Site
• Network upgrade and Revamping: For improving network performance, the Company replaced existing systems with new firewall, network switches, Wi-fi controller and devices. Additional Fiber connections were provided at various locations using a ring topology to prevent network failure.
• Infrastructure & Security: Network upgrades were completed to enhance reliability and performance across sites. The cybersecurity framework was strengthened through upgraded firewall policies, implementation of endpoint protection, SolarWinds, Sentinel One endpoint security and multi-factor authentication (MFA) across all user accounts.
Exhibitions and Seminars
The Company continues to participate in several exhibitions to showcase its products and to build rapport with customers. The Company participated in and displayed its products at IMTEX Bangalore which was well accepted by the customers. Some of the other expos attended during the year are National Expo for Steel and Refractory industries, India International Supply Chain Conference (IISCC), Advanced Ceramics for Sustainability (CERA4S 2024), Armtech Exhibition, Apsicon 2025 etc. Besides, the Company also conducted Technology Days and technical seminars at various customer places to educate the customer on the Companys products and applications.
The Company leverages its core strength like complete product range - Super Abrasives, Machine Tools and Precision Components with access to German technology, renowned global brand Wendt, global connect, domain knowledge and continued patronage from customers to grow its business and serve its customers better. It remains focused on exploring new business opportunities in Aerospace, Compressor & Hydraulic parts, Special Inserts and Carbide industry by deploying its core competencies - expertise, experience and knowledge in Grinding, Machines & Super Abrasive Tools for manufacturing related Precision Components.
Manufacturing
The Company continues to focus on improving operational efficiency as well as optimal utilisation of various resources-man, material and machines in manufacturing and production areas. The Company has implemented various initiatives to improve efficiency of its processes and products. Some of the key ones are -
• QRM initiatives were extended beyond manufacturing shop floors to include manufacturing office operations through the formation of Q-ROC (Quick Response Office Cell), helping streamline operations including supply chain activities. Reduced and sustained manufacturing lead times to improve throughput velocities.
• A focused cost reduction approach was implemented using Hoshin Kanri A3 methodologies, resulting in measurable cost reductions in manufacturing variable cost, manufacturing fixed cost and manufacturing depreciation cost.
• Significant productivity improvements were achieved through automation projects in Resin, Electroplated and Rotary Dressers product groups.
• All planned CAPEX for the year was successfully implemented, creating an additional 20% capacity with advanced and high-productivity equipment.
• Efforts were concentrated on improving employee productivity in bottleneck processes.
• Initiated manufacturing of glass grinding wheels for venturing newer opportunities.
The Company rolled out initiatives like Existing Products Improvement (EPI), New product Development (NPD) etc., during previous year which was further strengthened to continue pipeline of products offering better value to the customers.
Focus on Process Efficiency
Supply Chain efficiency is one of the Companys key focus areas. The Company continues its focus in reducing product lead time and improving operational efficiency by reducing Work in Progress (WIP).
On the raw materials front, the Company continuously develops alternative, reliable and competitive sources/suppliers for critical raw materials including
The key growth drivers for India are
Sector Outlook
Manufacturing "Make in India", Production Linked Incentive (PLI) schemes, and supply chain shifts from China to India.
Green Energy Big push for solar, wind, hydrogen. India aims for net-zero by 2070.
Technology Artificial Intelligence (AI), semiconductors, and deep tech startups gaining traction.
Infrastructure Massive government investments in highways, railways, ports, and airports.
Financial Services Credit access is improving. Fintechs and Non-Banking Financial Companies (NBFCs) are expanding rapidly.
The anticipated key challenges are:
• Unemployment & Underemployment, particularly in rural and informal sectors.
• Skill gap for jobs in emerging industries.
• Inequality and regional disparities.
• Climate risks (heatwaves, water scarcity etc.).
• Exposure to global economic shocks like fluctuating oil prices and geopolitical tensions Indias distinct advantages include:
• A large domestic market.
• Strong startup ecosystem with over 100 unicorns.
• A strategic geopolitical position (Quad, G20, BRICS).
• Consistent focus on ease of doing business.
Indias GDP is expected to grow to USD 7.5 trillion in 2030 from present USD 3.8 trillion in 2024. This implies India adds another India in 7 years and set to become the
Diamond/CBN, machine castings, systems, electrical, chemicals etc. However, to mitigate supply chain disruption, the Company has tied up with critical suppliers with annual orders delivery schedules.
FUTURE PROSPECTS AND OUTLOOK
India is expected to maintain a 6.5 - 7.5% annual GDP growth rate in the medium term. Goldman Sachs, the International Monetary Fund (IMF), and the World Bank project that India will become the worlds third largest economy by 2027–2030, surpassing Germany and Japan. India enjoys demographic dividend with over 65% of the population below the age of 35 years. Rapid urbanisation and growing middle class are likely to boost consumption and productivity. Meanwhile, India is experiencing a digital economy boom with strong growth in fintech, e-commerce and IT services. India Stack, Unified Payments Interface (UPI), Open Network for Digital Commerce (ONDC), and 5G rollout are transforming the digital infrastructure. By 2030, the digital economy is expected to contribute $1 trillion to the countrys GDP.
Manufacturing Hub for the World. This is a big positive for India as no other economy in the world has such high growth rate. India has advantages to capitalise on this unique opportunity which includes the potential for significant domestic demand, the drive to encourage manufacturing, and with a distinct demographic edge, including considerable proportion of young workforce. The Governments push to sectors like roads, railways and metro rail, urban transport, ports, inland waterways and airports, renewable energy (based on Indias commitment to Net Zero by 2070), Green infrastructure in terms of green hydrogen, EV and thrust to defence production and exports is expected to boost domestic manufacturing.
The Companys products are used extensively for Auto, Auto Ancillaries, Engineering, Cutting Tools, Steel, Ceramics, Refractories, Defence, Aerospace, Construction and other industry segments. As such the
Company closely monitors the developments in these sectors and accordingly devises its business strategy.
The Indian Automotive industry is expected to see a substantial growth over the next 10 years, driven by factors like rising incomes, urbanisation, and a growing middle class group. Passenger vehicle sales are projected to reach 6 million units by 2030, with a Compound Annual Growth Rate (CAGR) of 5.6% from 2024 to 2030. The overall Automotive market, including both passenger and commercial vehicles, is expected to reach 7.5 million units by 2030, with a CAGR of 5.7%. While internal combustion engine (ICE) vehicles will continue to hold a significant share, Electric Vehicles (EVs) and hybrid vehicles are expected to see rapid growth.
The Indian steel industry is experiencing robust growth, driven by strong domestic demand and government support. Projections indicate significant increases in both production and consumption, with the industry aiming to reach 300 million tonnes crude steel capacity by 2030-31. Per capita steel consumption is also expected to rise, signaling a positive outlook for the sector.
The Indian Abrasives market is experiencing robust growth, driven by increasing industrial activity and infrastructure development. The market is projected to reach USD 3.87 billion by 2033, with a CAGR of 6.02% from 2025-2033, according to International Market Analysis Research and Consulting (IMARC) Group. This growth is fueled by rising demand from key sectors like automotive, construction, and metal fabrication. Initiatives like Smart Cities Mission and Housing for All along with rising demand for electronics and automobiles are driving the growth of Indian Abrasives market.
The Indian Super Abrasives market is experiencing substantial growth, driven by increasing demand from various industries and technological advancements in abrasive materials and processes. While Super Abrasives currently hold a small percentage of the overall Indian Abrasives market, growth rate is projected to be the highest among different Abrasive types.
The global Super Abrasives market is experiencing substantial growth, with forecasts indicating a market value of USD 19.9 billion by 2034, up from USD 11.1 billion in 2024, exhibiting CAGR of 6.0%. This growth is driven by increasing demand from various industries, including consumer electronics, transportation, and manufacturing.
Major factors responsible for the growth of global Super Abrasives market include growing awareness for adoption of high-end technologies and their benefits coupled with the continuing growth of the Automotive industry. Besides, the product is widely popular due to its long life cycle, high scale hardness and superlative performance, which is anticipated to spur the global Super Abrasives market growth.
The expected growth of the above sectors provides good opportunities for the Companys products - Super Abrasives, Machines, and Precision Components in future.
The Companys growth lies in constantly monitoring changes in the external environment and adapting to the emerging customer needs. Accordingly, mega trends and underlying new opportunities that unfold are being tracked continuously.
The growing usage of Super Abrasive products for various medical applications such as surgical instruments, hypodermic needles, dental implants, knee, hip and shoulder joints create new opportunities for the Company to explore through technical collaboration and new products development. Also, growing consumer electronic segment with manufacturing facilities in India is expected to provide a wide array of opportunities for consumption of Super Abrasives in the coming years. The focus on semiconductor industry which will make India a major hub for manufacturing semiconductors is expected to be a major growth engine. The success of addressing these sectors lies in the technology which the Company is exploring through necessary tie-ups and collaboration.
Trademark Assignment Agreement
During the year, the Company has entered into a Trademark Assignment Agreement (Agreement) with Wendt GmbH, one of its Promoters, for acquiring the absolute ownership of the "Wendt" brand and trademarks with over 60 registrations in 40 countries, owned by Wendt GmbH and/or its affiliates worldwide. The approval of the shareholders was obtained through postal ballot on 26th February 2025 and the transfer of the trademark consummated on 28th March 2025.
As on the date of this report, the Company, is the absolute owner of the trademark ‘Wendt, a well-known mark in the international Machine building and Abrasives market.
Amendment to Shareholders agreement
The Board at its meeting held on 21stJanuary 2025 had taken note of the amendment to the Shareholders agreement entered into between the Promoters of the Company, Carborundum Universal Limited and Wendt GmbH amending certain terms of the Shareholders agreement for enabling Wendt GmbH to sell its shareholding in the Company as a part of this strategic review of exiting its investments in the Company.
SUBSIDIARY COMPANY
Wendt Grinding Technologies Limited, Thailand
The Companys wholly owned subsidiary, Wendt Grinding Technologies Limited, Thailand, (‘the Subsidiary) achieved sales of Thai Baht 887 lakhs (about Rs. 2154 lakhs) which is 3% lower than last year. This is due to unprecedented challenges and industry slowdown on strong resolve and business acumen challenging the unfavorable conditions and churning out results on a consistent basis.
The Profit Before Tax was Thai Baht 71 lakhs (about Rs. 172 lakhs), 18% lower than previous year and the Profit After Tax was Thai Baht 57 lakhs about (about Rs. 137 lakhs), 19% lower than previous year.
During the year, the Subsidiary resorted to working closer with the parent company in India with focus on cost and receivables control, establishing new product trials, increasing product and customer basket and strengthening the export business. These initiatives is expected to help in de-risking the business by compensating for the decline in existing products. Focus on providing value added services, enhancing product basket, new customer additions and entering new geographies is expected to yield desired results.
The Subsidiary will continue to focus on core business & value-added services and increased customer/product base along with measures to ensure OPEX, safety and cash flow to achieve sustainable & profitable growth.
KEY CONSOLIDATED FINANCIAL SUMMARY |
(Rs. in Lakhs) | ||
| FY 2024-25 | FY 2023-24 | % change | |
Sales |
23114 | 22482 | 3% |
| EBITDA | 5259 | 5564 | -5% |
| Other operating and other Income | 1134 | 913 | 24% |
| Profit BeforeTax | 5123 | 5421 | -5% |
| Profit After Tax | 3948 | 4095 | -4% |
Earnings per share - Rs. |
197.43 | 204.77 | -4% |
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the financial year 2024-25 are prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards as prescribed by Regulation 33 of the Listing Regulations. The Consolidated Financial Statements have been prepared based on the audited financial statements of the Company and its subsidiary, as approved by their respective Board of Directors.
Pursuant to provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, the Consolidated Financial Statements along with the relevant documents and the Auditors Report thereon form part of this Annual Report. A statement of summarised financials of the Companys wholly owned subsidiary in form AOC-1 forms part of the Annual Report. The audited annual accounts and related information of the Subsidiary is available on our website www.wendtindia.com.
DIVIDEND
Considering the past dividend pay-out ratio and the current years operating profit, the Board has recommended a final dividend of Rs. 20/- per equity share of Rs.10/- each for the year ended 31st March 2025. Besides, an interim dividend at the rate of Rs. 30/- per equity share of Rs.10/- each was declared in January 2025 and paid in February 2025. This aggregates to a total dividend of Rs. 50/- per equity share of face value of Rs.10/- each.
The Company has adopted the Dividend Distribution Policy as approved by the Board in line with the Listing Regulations and the same is available on the Companys w e b s i t e h t t p s : / / w e n d t i n d i a . c o m / w p -content/themes/wendtindia/pdf/dividend-distribution-policy.pdf
The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend.
The interim dividend paid and the proposed final dividend for the year ended 31st March 2025 are in line with this policy.
TRANSFER TO RESERVES
The Company transferred Rs.383 lakhs to the General Reserve. An amount of Rs.1412 lakhs is retained in the Statement of Profit & Loss.
| year ended 31 March 2025. Besides, an interim dividend | |
APPROPRIATIONS |
(Rs. in Lakhs) |
Appropriations |
|
| Profit After Tax | 3829 |
| Add: Other Comprehensive Income | (55) |
| Add: Balance brought forward from previous year | 11,729 |
Total |
15,503 |
Recommended appropriations |
|
| Transfer to General Reserve | (383) |
| Dividend - Final (Dividend paid for 2023-24 - Rs.20/- per share of face value of Rs.10/- each) | (400) |
| Dividend -Interim (Dividend paid for 2024-25 - Rs.30/- per share of face value of Rs.10/- each) | (600) |
| Balance carried forward | 14120 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company believes that social responsibility is not just a corporate obligation that has to be carried out, but an opportunity to make a difference. All our CSR programs are aimed at inclusive growth and sustainable development of the community.
Grounded in ethical business practices, the Companys CSR efforts are designed to foster economic development while directly benefiting local communities and society at large. As a proud member of the Murugappa Group, the Company continues to uphold the Groups long-standing tradition of philanthropy by allocating a portion of its profits for social causes. The Groups core CSR philosophy emphasises education and healthcare, delivered through service-oriented institutions.
Education Initiatives
During the financial year 2024–25, the Company implemented a range of impactful, education-focused initiatives aimed at improving infrastructure and learning outcomes in government schools around the Hosur region.
Key projects were:
• Construction of classrooms at Government Panchayat Union Primary (PUP) Schools in Peddaelasagiri and Begepalli, Hosur.
• Installation of RO drinking water systems at PUP Schools in Peddaelasagiri, Zuzuvadi and Sri Sathya Sai Bala Gurukulam Matriculation School, Hosur.
• Provision of computer and projector system to the Sri Sathya Sai Bala Gurukulam Matriculation School, Hosur to support digital learning.
• Installation of Smart Boards at PUP Schools in Bedarapalli and Matham Agraharam, higher secondary Urdu School in Hosur, and the Sri Sathya Sai Bala Gurukulam Matriculation School, Hosur.
• Supply of desks and benches for students at PUP Schools in Zuzuvadi, Bedarapalli, Arasanatti, and Matham Agraharam in Hosur.
• Provision of tables and chairs for teachers at PUP Schools in Bedarapalli and Arasanatti in Hosur to enhance classroom environments.
• Construction of a Prayer Stage at the PUP School in Chinnaeleasagiri in Hosur to facilitate school gatherings and cultural activities.
• Provision of photocopy machines to the PUP Schools in Bedarapalli and Urdu higher secondary School in Hosur to support administrative and academic needs.
The Company remains steadfast in its commitment to revitalizing government schools, many of which continue to operate with inadequate infrastructure and limited resources.
Healthcare Initiatives
As part of its healthcare efforts, the Company contributed a Pasteurizer with Chiller and Breast Pump to the Government Hospital in Hosur. It is intended to strengthen the infrastructure of government healthcare facilities serving underprivileged and rural population.
28 Annual Report 2024-25
Environmental and Social Engagement
In support of environmental sustainability, the Company regularly distributes and plants tree saplings within surrounding communities. Additionally, employees are encouraged to actively participate in social outreach programs such as:
• Blood donation camps
• Road safety awareness campaigns
• Volunteering as traffic wardens in coordination with the Hosur Traffic Police
Governance and Compliance
In accordance with the Companies Act, 2013, the Company formulated and executed an annual CSR Action Plan, duly approved by the Board of Directors. During the financial year 2024–25, the Company spent Rs. 94.27 lakhs on CSR activities. As of the end of the year, no CSR amount remains unspent.
In accordance with requirements of the Companies Act, 2013, the Company has a CSR policy incorporating the requirements therein which is also available on Companys website at the following link https://wendtindia.com/wp-content/themes/wendtindia/pdf/csrpolicy.pdf.
The Annual Report on CSR activities in the prescribed format is annexed herewith as Annexure C.
TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND (IEPF)
In terms of Section 124 (5) of the Companies Act, 2013, an amount of Rs. 4,18,175 being unclaimed dividend during the year, pertaining to the Final dividend for the FY 2016-17 (Rs. 3,19,935) and the Interim Dividend of FY 2017-18 (Rs. 98,240) was transferred to IEPF after sending due reminders to the shareholders.
FIXED DEPOSITS
The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the rules framed thereunder, and no amount of principal or interest was outstanding as on the balance sheet date.
LOANS AND INVESTMENTS
Particulars of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 are given below. There were no loans or guarantees covered under section 186 granted during the year.
| (Rs. in Lakhs) | |||
Description |
As on 31.03.2024 | Movement (net of deletions) | As on 31.03.2025 |
| Loans given by the Company | - | - | - |
| Corporate Guarantee given by the Company | - | - | - |
| Investments made by the Company | 277 | - | 277 |
Current Investments: Investments in Mutual Funds as on 31.03.2025 was Rs.4578 Lakhs.
KEY RATIOS
Sl.No. |
Ratio | In terms of | 31.03.2025 | 31.03.2024 |
1. |
Performance Ratios | |||
| a. | Operating Profit / Net Sales | (%) | 19 | 22 |
| b. | EBIDTA / Net Sales | (%) | 28 | 29 |
| c. | PBIT / Net Sales | (%) | 23 | 25 |
| d. | Net Profit / Net Sales | (%) | 18 | 19 |
| e. | Return on Capital employed | (%) | 27 | 27 |
| f. | Return on Equity | (%) | 19 | 22 |
| g. | Fixed Asset Turnover Ratio | Times | 2.54 | 3.58 |
2 |
Activity Ratios | |||
| a. | Inventory Turnover Ratio | Days | 59 | 58 |
| b. | Receivable Turnover Ratio | Days | 101 | 79 |
3 |
Liquidity Ratio | |||
| a. | Current Ratio | Times | 2.11 | 2.37 |
There is no significant change in the ratios and the decrease in Return on Equity (Return on Net worth) is on account of lower Profit after tax (PAT) during the year.
Internal Quality Improvements: Strengthened the internal process audit system with an emphasis on process adherence and continual improvement.
Supplier Quality Management: Collaborated with suppliers on defect reduction, achieving a First time right (FTR) rate of 99.91% and significant improvement in incoming quality levels.
Certifications and Audits:
During the FY 2024–25, the Quality team successfully maintained all applicable quality management system certifications, reinforcing the organisations commitment to global standards and customer expectations.
The Company has certifications of ISO 9001: 2015, ISO 14001: 2015, ISO 45001: 2018, EN9100: 2018, IATF 16949: 2016 and EN 13236: 2019 reinforcing its commitment to ensure that Quality Management Standards are met.
The Company has successfully re-certified for ISO 9001: 2015, IS0 14001: 2015, ISO 45001: 2018, EN9100: 2018 and IATF 16949: 2016 Standards during the year and re-certified for EN13236: 2019.
SAFETY, HEALTH AND ENVIRONMENT (SHE)
Safety continues to be the key area of focus for the Company. Behavior based training both in person as well as virtually were conducted to promote a culture of safe working. The Company recognises the need and is committed to providing Safe, Healthy and Socially Accountable Work Culture in the Organisation.
All personnel on a periodical basis receive effective health and safety training, including on-site training, job specific training etc. During the year, the Company has provided trainings for creating awareness about the significance of
The Annual medical check-up facility continues to assess the health status and risk of the employees. Employees benefitted from awareness sessions organised on the theme- FHH (Fitness, Health and Happiness) and were encouraged to take initiatives to improve their health and fitness.
During the year, several key initiatives were continued, including the conduct of quarterly mock drills for fire safety, provision of specialised medical attention for employees engaged in sensitive and high-risk processes, and strict enforcement of the use of Personal Protective Equipment (PPE). The Company also adhered to zero-discharge norms in its Effluent Treatment Plant (ETP) and Sewage Treatment Plant (STP), and maintained robust systems for the safe handling and disposal of hazardous waste.
RECOGNITIONS AND AWARDS
The Company encourages its employees to participate in customer audits, group competitions, various national and international events & competitions. During the year, the Company received many awards and accolades from well recognised organisations, establishments and certifying bodies for various distinctive achievements. Needless to mention that these recognitions and accolades enhance the passion and optimism among the employees and act as key motivator for the Company as a whole. Some of the key recognitions received during the year are as follows:
• OEM Recognition Award
The Company received Original Equipment Manufacturer (OEM) Recognition Award.
• CFO 100 -Roll of Honor 2025
The Companys Chief Financial Officer (CFO), Mukesh Kumar Hamirwasia was conferred with the CFO 100 Roll of Honor 2025 from CFO Collective (IMA India).
• QCFI-NCQC 2024 Competition
Won 2 Excellence Awards in NCQC Competition held during Dec 2024.
• QCFI-CCQC 2024 Competition
8 teams participated in CCQC Competition during Oct 2024, 7 teams won Gold Award and 1 team won Silver Award.
• CUFEST 2024 Awards
Employees participated in Group-level Quality competition CUFEST 2024 (Quality festival of CUMI), and won awards for Suggestion, Engineering Excellence, SGA, and 5s categories.
OPPORTUNITIES & THREATS OPPORTUNITIES
Disruptive technologies like Electric Automobiles, the recent emerging trend in the Automotive industry, although a threat to the IC engine, also provides opportunities to explore this segment and find opportunity in this industry.
Nano Cubic Boron Nitride Abrasives are likely to augment applicability of Super Abrasives in many medical and electronic industry applications. The Company is exploring to venture into EV, medical and electronics segments by collaboration and technology tie-ups with global partners to grow further.
The industries in the Auto, Aerospace, and Electronics manufacturing space demand high-performance applications. Improvements in the design of diamond wheels used to finish ceramics can be key to cost- effective manufacturing. Metal-bond specially design wheels for longer wheel life can lead to shorter process cycle times while also ensuring longer life, thereby reducing the overall grinding cost. The Company achieving the Aerospace certification is a step in looking at growing this segment in future.
The Company would continue to leverage upon its vast experience and technical expertise, deep understanding of customer requirements, comprehensive product range, superior technology and the resultant competitive edge emerging out of its complementary business verticals namely Super Abrasives, Machine Tools and Precision Components.
Further, the Governments focus on Projects like Make in India and Make for World are expected to give a boost to the Companys products being import substitute, thus helping in conservation of precious foreign exchange during these difficult times.
THREATS
Industry leaders across the globe, with high brand value afford significant Research operations. Investment in Research &Development activities by these major players to innovate in the existing products and develop new technologies to sustain competition in the market is very high. On the other hand, there are many unorganised, regional proprietary run entities that are smaller in size with limited offerings, which address customers requirements in a specific region only.
In order to counter both the extremes, the Company strives to evolve a unique approach to improve its market presence, market share and address both the segments. To address the price competitive market, the Company has launched fast-moving and Standard Super Abrasives and other tooling products and has been aggressively conducting promotional activities at the vicinity of high potential customers. For addressing the high performance, quality conscious segment, the Company is working with foreign Research Institutes and is on lookout for product specific, niche manufacturers for acquiring state-of-the-art technology.
The Company has been able to continuously add value, the summary of which is given below: (Rs. in Lakhs)
Particulars |
2024-25 | 2023-24 | 2022-23 | 2021-22 | 2020-21 |
Generation of Gross Value added |
9965 | 9736 | 9432 | 7494 | 5451 |
Breakup on Application of Value added |
|||||
| Payment to Employees | 3977 | 3637 | 3362 | 3110 | 2928 |
| Payment to Share holders (on payment basis) | 1000 | 1600 | 1500 | 800 | 700 |
| Payment to Government | 1094 | 1273 | 1213 | 921 | 375 |
| Payment to Directors | 35 | 35 | 39 | 29 | 24 |
| Towards replacement and expansion | 3859 | 3190 | 3318 | 2634 | 1424 |
Total |
9965 | 9736 | 9432 | 7494 | 5451 |
• Gross Value Added is Revenue less Expenditure (excluding depreciation, expenditure on employees & directors service).
• Payment to Government is current tax + dividend distribution tax, if any.
• Replacement and expansion is Retained earnings+ Depreciation + Deferred tax.
• The Company has been constantly investing towards replacement and expansion expenditure to ensure fulfilment of market demand.
Risks and Concerns
The Company has constituted a Risk Management Committee (RMC) aligned with the requirements of the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.
The Company has a robust business risk management process to identify, evaluate and mitigate risks impacting the business including those which may threaten the existence of the Company. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Companys competitive advantage. This also defines risk management approach across the organisation across various levels including documentation and reporting. The framework has different risk models which help in identifying risk trends, exposure and potential impact analysis at a company level and also for the business segments.
In an ever-changing economic landscape marked by dynamic customer demand, the Company proactively monitor risks to evaluate their potential short term and long term impact and strategically plan for effective mitigation.
The Company determines the categories of risk from strategic, operational, environmental, legal, social, cyber risks, extended to enterprise and financial risks which the organisation may be exposed to and could impact its ability to conduct its business operations without disruption, to provide customer satisfaction and achieve sustainable success.
The Risk Management also forms an integral part of the Companys Business Plan.
The Company has also developed a structured Risk Management Policy encompassing the risk management objectives, principles, processes, responsibility for implementation, maintenance of risk registers, review of risk movements, risk reporting framework etc.The Risk Management Committee continued to review the risks and mitigation plan as per the adopted Charter and Risk Management Policy.
After the risk is identified, risk prioritisation is undertaken which involves assigning a score based on the impact (potential outcome) & likelihood (probability of occurrence).The risks are also assessed for velocity (how fast a risk can impact an organisation) to assess the need for crisis plan.The risk response of the Company is of the following types:
• Avoidance i.e., not to start or continue with an activity which gives rise to a risk.
• Sharing the risk i.e., sharing with another party, the burden of loss or the benefit of gain, from a risk.
• Mitigating risk, an action that reduces the impact or likelihood of a risk.
• Retention, where no worthwhile controls actions are feasible, and the risk is within the Companys tolerance level.
INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
The Company had adopted IndAS with effect from 1st April 2016 pursuant to the Companies (Indian Accounting Standard) Rules,2015 notified by the Ministry of Corporate Affairs on 16th February 2015.
INTERNAL CONTROL SYSTEM & ADEQUACY
The Company has an Internal Control system commensurate with the size, scale, and complexity of its operations. The controls have been designed and categorised based on the nature, type and the risk rating so as to effectively ensure the reliability of operations with adequate checks and balances.
The Companys internal control system covers the following aspects:
• Safeguarding the assets of the Company;
• Financial proprietary of business transactions;
• Compliance with prevalent statutes regulations, policies and procedures;
• Control over capital and revenue expenditure with reference to approved budgets;
• Investment decisions are subject to detailed evaluation and formal approval according to the authority schedule in place.
The Internal Audit function is handled by an external firm which evaluates the effectiveness and adequacy of internal controls, compliance with operating systems, policies and procedures of the Company and recommends improvements. The scope of the Internal Audit is annually determined by the Audit Committee considering inputs from the Statutory Auditors and the Management Team. Significant audit observations and the corrective/ preventive actions taken by the process owners is presented to the Audit Committee. A Periodic review of the adherence to the agreed action plan is carried out.
Capital and revenue expenditures are monitored and controlled with reference to approved budgets. Investment decisions are subject to detailed evaluation and formal approval according to schedule of authority in place. A periodical review of capital expenditure with reference to benefits forecasted is done. Physical verification of assets is also periodically undertaken.
The Audit Committee reviews the overall functioning of Internal Audit on a periodical basis. Periodical reviews of audit plans, observations, and recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls are undertaken by the Committee and keeps the Board of Directors informed of its observations, if any, from time to time.
During the year, there were no changes in internal control over financial reporting that have materially affected or are likely to have any financial reporting lapse.
The Board based on the recommendation of the Audit Committee had re-appointed M/s. Profaids Consulting as Internal Auditors of the Company.
INTERNAL FINANCIAL CONTROLS (IFC)
Internal Control is a process, effected by an entitys Board of Directors, Management and other personnel, designed to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting and compliance as defined by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (appointed by SEC, USA).
As per Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and the procedures adopted by the Company for ensuring:
a) orderly and efficient conduct of its business, including adherence to accounting policies; b) safeguarding of its assets; c) prevention and detection of frauds and errors; d) accuracy and completeness of accounting records and e) timely preparation of reliable financial information.
The key components of IFC followed by the Company are:
1. Entity Level Controls (ELC) that the management relies on to establish appropriate Code of Conduct, Enforcement and Delegation of Authority, Hiring and Retention practices, Whistle Blower mechanism and other policies and procedures.
2. Process Level Controls (PLC) to ensure processes are stable, predictable and consistently operating at the targeted level of performance with only a normal variation are classified into Manual or Automated or IT dependent Controls. They are also classified as Preventive or Detective.
3. General IT Controls to ensure appropriate functioning of IT applications and systems built by Company to enable accurate and timely processing of financial data are-User Access rights Management and Logical access; Change Management controls; password policies and practices; Patch management and License management; backup and recovery of data.
The adequacy of IFC is ensured by:
• Documentation of risks and controls associated with major processes;
• Validation classification of existing Controls to mitigate risks;
• Identification of improvements and upgrades to the control;
• Improving the effectiveness of controls through data analytics;
• Performing testing of controls by Independent Internal Audit firm;
• Implementation of sustainable solutions to Audit observations;
The IFC Audits conducted annually by an independent firm of Chartered Accountants by testing of controls to ensure that all controls are operational, effective, adequate and identifying improvements to controls wherever necessary which is reviewed by the Audit Committee.
FINANCIAL REVIEW Liquidity and Cash Equivalents
The Company follows efficient working capital management. This requires being prudent in capital expenditure. Also, making its cash conversion cycle more efficient through faster collections from debtors, faster conversion from raw materials to finished goods through Quick Response Manufacturing (QRM) resulting in healthy cash generation. Thereby, the Company is able to maintain its debt-free status.
The Companys robust Cash Management Policy comprises of:
a. Usage of cash to provide sufficient working capital to address business objectives of the Company and to add value to all stakeholders by continued enhancement.
b. Conserving sufficient cash as reserves that will aid the
Company in venturing into meaningful business opportunities that unfold in future.
c. Prudently invest surplus funds that the business generates in liquid investments including AAA or AA rated debt schemes of mutual funds as per the Board approved policy.This ensures the availability, safety and liquidity of the Companys funds while ensuring reasonable yield as per the prevailing market rates. The surplus funds are generated through stringent control of working capital.
As on 31st March 2025, the Companys investment in debt mutual funds was Rs.4578 lakhs in securities holding papers with high credit rating.
Costs
The Company continues the cost optimisation initiatives which started as a dedicated programme during the pandemic. This leads to continued focus on controllable costs in terms of reduction of losses and rejections, better negotiations with suppliers and vendors, price increase with customers and better price realisation from sale of scrap etc. The Company managed its cost by negotiating annual price with critical suppliers and buying in bulk based on annual demand projection. To combat supply chain disruption, the Company continues developing alternate suppliers as a part of its de-risking strategy. Also, the Company continues looking at the indigenisation of some of the supplies.
Initiatives like Vendor Managed Inventory (VMI) has ensured continuity of supplies of critical items including rationalisation of costs. Focus on Cost Optimisation has yielded savings in all the business segments. The variable and fixed cost reduction initiatives undertaken in the previous year has resulted in good improvement in the bottom line.
FINANCIAL POSITION
Share Capital
The paid-up equity share capital as on 31st March 2025 was Rs. 200 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
Shareholders Funds
The shareholders fund as on 31st March 2025 was Rs.21975 lakhs against Rs.19201 lakhs of previous year. Accordingly, the book value of the share stands at Rs. 1099/- as compared to Rs.960/- during the previous year.
Loan Funds
The Company continues its debt free status as it does not have any long-term borrowing. It continues to utilise its cash credit limit with the banks to bridge the short-term fund requirement and for meeting the temporary mismatches in its cash flow.
Credit Rating
Your Companys credit rating as on 31st March 2025 is as follows:
Rating Agency |
Long-term Debt facilities | Short-term Debt facilities |
| ICRA Limited | AA (-) Stable, | A1(+) |
| Positive Outlook |
The working capital limits of the Company continued to be rated by ICRA as AA- (pronounced ICRA double A minus) rating assigned to the Rs. 2 Crore Long-term Fund facilities of the Company which signifies low credit risk and stable. The short-term rating assigned to Rs. 19 crore Non-Fund Based working capital limit also continued to be reaffirmed as A1+ (pronounced ICRA A one plus).
There are no material changes and commitments affecting the financial position of the Company which occurred between 31st March 2025 and the date of this Report.
ASSETS
CAPITAL EXPENDITURE
The Company follows the policy of being prudent in its capex spend. During the current year, the capital expenditure was Rs. 5829 lakhs (Previous year: Rs.1115 Lakhs). The major capex spent was on addition of new plant & machinery towards capability building in fast growing products and new products capacity enhancements, which are critical for the future growth of the Company. Further, the Company acquired the ‘Wendt brand at a consideration of Rs. 3508 lakhs.The acquisition of this brand will help Company leverage the global market. As in the past, the Company follows the policy of funding all the capex through internal accruals. The Company reviews all its capex investments performance periodically against the projected rate of interest and payback period.
INVENTORIES AND SUNDRY DEBTORS
The Company follows rigorous Working Capital Management, based on a robust process of continuous monitoring and control of receivables, inventories and other parameters. The overall inventory level as on 31st March 2025 is Rs. 3440 lakhs which is at same levels as against previous year (Rs. 3385 lakhs as on 31st March 2024). Receivables (Gross) as on 31st March 2025, were at Rs. 6694 lakhs against Rs.5220 lakhs during the previous year. The higher receivables are due to record highest sales executed during March 2025. The Company closely monitors the Days Sales Outstanding (DSO) through an aggressive receivable management system including close follow-ups and credit lock through the SAP system, DSO is at 101 days as on 31st March 2025 (79 days as on 31st March 2024), primarily on account of higher sales during March 2025. This ensures that receivables are kept under control and payments received on time.
FOREIGN EXCHANGE HEDGING
The Company, being a net exporter, continues to practice natural hedging of foreign exchange earnings and outflow and does not take forward covers. The net forex gain during the year was Rs.94 lakhs (Previous Year: Rs.93 lakhs).
Human Resource
At Wendt, an engineering and knowledge-driven organisation, employees are regarded as the Companys most valuable assets. The Company is proud of its strong and diverse workforce, where every individual is seen as a "Partner in Progress." The Companys human capital - encompassing the education, experience, potential, and capabilities of our people - is a key intangible asset that drives business growth and innovation.
The Company actively promotes diversity and encourages employee involvement in continuous improvement initiatives such as Cross Functional Teams (CFTs), Kaizens, Small Group Activities (SGAs) and the Suggestions Scheme, fostering a culture of ownership and collaboration at all levels.
Employee Safety and Wellbeing remain top priorities, with direct oversight and commitment from the Board. Periodic training and awareness programs are conducted to proactively identify and eliminate unsafe working conditions. The Company has also engaged a professional counsellor to support employees mental health and wellbeing, supplemented by monthly wellness sessions led by subject matter experts on various health-related topics. The Company takes pride in reporting zero-accident record
throughout the financial year. This achievement reflects
continued commitment of the Company to the highest
standards of workplace safety, proactive risk management
and the collective efforts of all employees in fostering a
culture of safety and accountability.
Industrial harmony has been sustained through cordial
employee relations and a positive work environment. As of
31st March 2025, the Companys permanent employee
strength stood at 391. Various employee committees such
as Health & Safety, Canteen, Events, Womens POSH and
Works Committee remain active in driving employee
engagement and addressing grievances in a timely and
effective manner.
The Company continues to uphold its commitment to a safe
and respectful workplace through a robust Policy on
Prevention of Sexual Harassment, in alignment with the
Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been duly
constituted as per statutory requirements. No complaints
were received during the year under review.
Major HR Initiatives of 2024-25
Enabling Change Management & Leadership
Development
• Developed a long-term strategic recruitment plan to
address future workforce needs, including targeted
headhunting for niche roles.
• Conducted 9-Box assessments to identify high-
potential talent (L2 and L3) and initiated structured
leadership development programs.
• Strategically restructured Product Development and
R&D teams to enhance agility and innovation.
• Launched specialised training initiatives, including
international exposure in Germany for advanced
machine-building skills.
• Continued to advance its alignment with LTS 2030
vision by focusing on capability building and workforce
planning.
Hiring & Onboarding Excellence
• Regional consultants were engaged to support
location-specific hiring and improve recruitment
effectiveness.
• Hired and trained Graduate Engineering Trainees
(GETs) for sales and application roles to build a future-
ready talent pool.
• Enhanced the onboarding experience with revised
orientation, buddy and mentoring systems and pre-
boarding platforms.
• Established functional head review mechanisms to
provide timely feedback to new hires and ensure
alignment of their early contributions with
organisational goals.
Talent Retention and Engagement
• Conducted comprehensive market benchmarking
leading to pay adjustments to stay competitive and
retain top talent.
• Introduced employee feedback mechanisms and
executed engagement surveys with targeted action
plans.
• Increased senior leadership connect through regional
performance review visits.
• Designed custom compensation packages for niche
technical positions to address talent gaps.
Operational Excellence and Productivity
Enhancement
• Initiated labour demand forecasting and staffing mix
optimisation (permanent, trainee and contract).
• Executed targeted upskilling programs to remove
productivity bottlenecks in key departments.
• Integrated Lean principles and multi-skilling strategies
to improve workforce flexibility and output.
Digitalisation and Analytics
• Digitised Human Resource (HR) processes including
recruitment, onboarding, attendance, reimbursement,
Employee Self Service (ESS), and performance
management.
• Rolled out HR Analytics Dashboards for real-time
insights on key HR metrics, productivity and attrition.
• Promoted AI-based tools to improve recruitment
quality and reduce process cycle time.
Industrial Relations and CSR
• Sustained harmonious industrial relations through
regular shop floor engagement and proactive
grievance handling.
• Formed employee committees to co-create solutions
and enhance workforce participation.
• Rolled out wellness programs including monthly
awareness sessions and access to professional
counseling.
• Supported CSR initiatives across seven (7) schools
through infrastructure improvement programs and one
(1) Government hospital.
RELATED PARTY TRANSACTIONS
The Company, as per the requirements of the Companies Act, 2013 and Regulation 23 of the Listing Regulations has a Policy for dealing with Related Parties. Further, in line with the amendments made in Listing Regulations pertaining to related party transactions which are effective on prospective basis i.e. 13th December 2024 onwards, the policy on dealing with related party transactions was amended to adapt to the changes.
In line with its stated policy, all Related Party transactions both under the Companies Act, 2013 as well as the Listing Regulations are placed before the Audit Committee for its review and approval. Prior approval of the Committee is obtained on a quarterly basis for the transactions that are foreseen and repetitive in nature. Omnibus approval in respect of transactions which are not routine, or which cannot be foreseen or envisaged are also obtained as permitted under the applicable laws and the thresholds are periodically reviewed. The list of Related parties is reviewed and periodically updated as per the prevailing regulatory conditions. Further, as per amended provisions of Listing Regulations, the Independent members of the Audit Committee are now allowed to ratify Related Party transactions which are not material upto a value of ratified transaction of Rs. 1 crore.
The details of transactions proposed to be entered with Related Parties are placed before the Audit Committee for approval on an annual basis before the commencement of the financial year. Thereafter, a statement containing the nature and value of the transactions entered by the Company with Related Parties is presented for quarterly review by the Committee. Further, revised estimates or changes, if any to the proposed transactions for the remaining period are also placed for approval of the Committee on a quarterly basis. Besides, the Related Party transactions entered during the year are also reviewed by the Board on an annual basis. During the Audit Committee meeting held on 14th March 2025, the transactions of the subsidiary company with their Related Parties as well as those envisaged with the Related parties of the Company were placed before the Audit Committee of the Company along with the minimum information in the format as introduced by SEBI vide circular dated 14thFebruary 2025 read along with the Industry standards note.
During the Audit Committee meeting held on 14th March 2025, the estimated transactions of the subsidiary company with their Related Parties as well as those envisaged with the Related parties of the Company were placed before the Audit Committee of the Company. The approval of estimates and revisions to this list of transactions is planned in the same manner as done for the parent company (detailed above).
All transactions with Related Parties under the Companies Act, 2013 entered during the financial year were in the ordinary course of business and on an arms length basis and hence no particulars are required to be entered in the Form AOC-2. Further, all transactions entered into with Related Parties during the year even at arms length basis and in the ordinary course and hence no disclosure was required to be made in Form AOC-2. Accordingly, there are no contracts or arrangements entered with Related Parties during the year to be disclosed under Sections 188(1) and 134(h) of the Companies Act, 2013 in Form AOC- 2. The Form AOC-2 in the prescribed format is annexed to this report as Annexure B.
During the financial year 2024-25, as required under Regulation 23 of the Listing Regulations, the of the Members was obtained on 26th February 2025 for the material related party transactions entered/ to be entered with Wendt GmbH during the FY 2024-25 and FY 2025-26 pertaining to purchase & sale of goods and materials, commission income, consideration for trademark assignment and payment of technology license fee.
There are no materially significant Related Party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel, or their relatives may have a potential conflict with the interest of the Company at large.
The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website https://wendtindia.com/wp-content/uploads/2025/04/ Policy-on-Related-Party-Transactions.pdf None of the Directors and KMPs had any pecuniary relationship or transaction with the Company other than those relating to remuneration in their capacity as Directors/Executives and corporate action entitlements in their capacity as shareholders of the Company.
B U S I N E S S R E S P O N S I B I L I T Y A N D SUSTAINABILITY REPORT (BRSR)
The Companys ethical and responsible behaviour complements its corporate culture. Being a public listed company, the Company recognises that its accountability is not limited only to its shareholders from a financial
Annual Report 2024-25 37 perspective but also to the larger society in which it operates. In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on Business Responsibility Reporting (‘the Committee) to finalise business responsibility reporting formats for listed and unlisted companies, based on the framework of the National Guidelines on Responsible Business Conduct (‘NGRBC). Through its report, the Committee recommended that Business Responsibility Reporting (‘BRR) be upgraded to Business Responsibility and Sustainability Reporting (BRSR) where disclosures are based on ESG parameters, compelling organisations to holistically engage with stakeholders and go beyond regulatory compliances in terms of business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalisation) from fiscal 2023.
A copy of the Policy is available at https://wendtindia.com /wp-content/uploads/2025/02/Busines-Responsibility-Policy.pdf
The Business Responsibility and sustainability Report for the year ended 31st March 2025 in terms of amended Regulation 34 of the Listing Regulations is annexed to this Report as Annexure E.
GOVERNANCE BOARD OF DIRECTORS
As on 31st March 2025, the Board of the Company comprised six (6) Directors of which half (three) are independent.
During the FY 2024-25, Mr. C Srikanth stepped down as an Executive Director and Chief Executive Director effective close of business hours on 5th May 2024 and Mr. Ninad Gadgil was appointed as an Executive Director & Chief Executive Officer effective 6th May 2024 and the appointment was approved by the shareholders at the 42nd Annual General Meeting held on 22nd July 2024. Mr. L Ramkumar was appointed as a Non-Executive Independent Director at the 42nd Annual General Meeting with effect from 24thJuly 2024 for a term of three (3) consecutive years. Mr. Shrinivas Govindrao Shirgurkar retired as a Non-Executive Independent Chairman effective close of business hours of 23rd July 2024 on completion of his term and Mr. Bhagya Chandra Rao was appointed as a Chairperson of the Board effective 24th July 2024.
The Board places on record its appreciation for the services rendered by Mr. Shrinivas Govindrao Shirgurkar and Mr. C Srikanth during their tenure of office as Directors of the Company including as members of its various Committees. The Board welcomed Mr. Ramkumar and wished him well in his role as an Independent Director.
Consequent to the changes in the Board composition, the constitution of Committees of the Board was reviewed and revised more fully detailed in the Corporate Governance section of the Report.
Mr. Sridharan Rangarajan retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. A proposal for his reappointment is included in the Notice convening the 43rd Annual General Meeting for consideration and approval by the shareholders.
The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence prescribed both under the Companies Act, 2013 and the Listing Regulations. In the opinion of the Board, all the Directors appointed during the year are persons with integrity, expertise and possess relevant experience in their respective fields.
All the Independent Directors of the Company have registered their names in the Independent Directors Data bank and had completed test/exempted as required under the Companies Act, 2013 and the Rules referred therein.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Ninad Gadgil, Executive Director & Chief Executive Officer, Mr. Mukesh Kumar Hamirwasia, Chief Financial
Officer and Mr. P Arjun Raj, Company Secretary are the Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.
BOARD MEETINGS
A calendar of Board Meetings is prepared and circulated in advance to the Directors.
During the year, nine (9) Board Meetings were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting and attendance of the directors are given in the Corporate Governance Report forming an integral part of this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. Structured assessment forms were used in the overall Board evaluation comprising various aspects of the Boards functioning in terms of structure, its meetings, strategy, governance and other dynamics of its functioning besides the financial reporting process, internal controls and risk management. The evaluation of the Committees was based on their terms of reference fixed by the Board besides the dynamics of their functioning in terms of meeting frequency, effectiveness of contribution etc.
Separate questionnaires were used to evaluate the performance of individual Directors on parameters such as their level of engagement and contribution, objective judgement etc. The Executive Directors evaluation was based on leadership qualities, strategic planning, communication, engagement with the Board etc.
The Chairman was also evaluated based on the key aspects of his role. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.
P O L I C Y O N A P P O I N T M E N T A N D REMUNERATION OF DIRECTORS
Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated the criteria for Board nominations as well as the policy on remuneration for Directors and employees of the Company.
The criteria for Board nominations lays down the qualification norms in terms of personal traits, experience, background and standards for independence besides the positive attributes required for a person to be inducted into the Board of the Company. Criteria for induction into Senior Management positions have also been laid down. During the year, the code of conduct and the criteria for Senior Management was reviewed and amended in line with the SEBI (Listing Obligation and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12th December 2024.
The Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013 and reflects the remuneration philosophy and principles of the Murugappa Group to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The policy lays down broad guidelines for payment of remuneration to Executive and Non-Executive Directors within the limits approved by the shareholders. Further details are available in the Corporate Governance Report.
During the year, the Board Nomination Criteria and Remuneration Policy was reviewed and amended in line with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12th December 2024.
The Board Nomination criteria and the Remuneration policy are available on the website of the Company at https://wendtindia.com/wp-content/uploads
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Board comprises four members out of which three (3) are independent. Mr. L Ramkumar is the Chairman and other members are Mrs. Hima Srinivas, Mr. Bhagya Chandra Rao and Mr. Sridharan Rangarajan. During the year, six (6) Audit Committee meetings were held, the details of which are provided in the Corporate Governance Report.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of products of the Company covered under CETA category of Machinery & Mechanical appliances. Further, the cost accounting records maintained by the Company are required to be audited.
The Board, on the recommendation of the Audit Committee, re-appointed M/s. B Y & Associates (Firm No. 003498), Cost Accountants, Chennai to audit the cost accounting records maintained by the Company under the said Rules for FY 2024-25 at a remuneration of Rs.1,00,000/-. Further, they have been re-appointed by the Board to conduct the cost audit for the FY 2025-26 at an enhanced remuneration of Rs. 1,10,000/- plus out of pocket expenses incurred in connection with the audit.
The Companies Act, 2013, mandates that the remuneration payable to the Cost Auditor is to be ratified by the shareholders. Accordingly, a resolution seeking the shareholders ratification of the remuneration payable to the Cost Auditor for the FY 2025-26 is included in the notice convening the 43rd Annual General Meeting.
STATUTORY AUDITORS AND AUDITORS REPORT
In line with the requirements of the Companies Act, 2013, the Company, with the approval of the shareholders at the Annual General Meeting held on 22nd July 2022, re-appointed M/s. Price Waterhouse Chartered Accountants LLP (Reg. No. FRN 012754N/ N500016)
(PW) as the Statutory Auditors of the Company to hold office from the conclusion of 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting (AGM).
As required under Regulation 33 of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by M/s. Price Waterhouse Chartered Accountants LLP on the Financial Statements of the Company for the year ended 31st March 2025 is provided in the financial section of the Annual Report.
There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their report. The auditors have commented on the availability of the audit trail at the application level for modification to which the Companys response is as follows:
The Company is using SAP software for maintaining its books of accounts. SAP software keeps a complete record of all changes made to the systems data for front-end transactions, thereby audit trail is ensured. The Company has already activated the audit trail at SQL Data base level where it has started to capture all the logs. There is no direct access for server and SQL database, other than super admin, where evidences are stored. The activated audit trails capture the login details and change logs at frequent intervals to ensure that changes are captured in the database level. Further, the audit trail has been preserved by the Company as per the statutory requirements for record retention. The Company has initiated the migration to S/4 Hana where the audit trail would be in-built with additional features.
During the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and hence there are no details to be disclosed under Section 134(3)(ca) of the Act.
There were no material changes or commitments affecting the financial position after the end of the financial year and date of this report.
SECRETARIAL AUDIT
M/s. Srinidhi Sridharan & Associates, Practicing Company Secretaries, Chennai was appointed as the Secretarial Auditor to undertake the Secretarial Audit of the Company for the FY 2024-25. The report of the Secretarial Auditor for year ended 31st March 2025 is annexed to and forms part of this Report as Annexure F. There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in the Report.
In line with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12th December 2024, the Company is required to appoint a Secretarial Auditor with the approval of the Shareholders for a term upto five (5) years. Pursuant to Regulation 24A of the Listing Regulations, the Board of Directors at their meeting held on 23rd April 2025, based on the recommendation of the Audit Committee, have recommended the appointment of M/s. Sridharan & Sridharan Associates (Firm registration number: P2022TN093500)to hold office for a term of five (5) consecutive years from FY 2025-26 to FY 2029-30 at a remuneration of Rs. 1,00,000/- excluding out of pocket expenses incurred by them in connection with the Audit and applicable taxes.
In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the purpose of this Regulation is a subsidiary whose turnover/net worth exceeds 20 per cent of the consolidated turnover/net worth respectively of the Company and its subsidiaries in the immediately preceding accounting year. Hence, the requirement prescribed under Regulation 24A of the Listing Regulations is not applicable to the Company, in so far as material subsidiary is concerned.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1)and Secretarial Standard on General Meetings (SS-2).
COMPLIANCE MANAGEMENT
The compliance management system tracks compliances across the Company and has a comprehensive coverage of the various applicable laws including auto updation based on the regulatory changes from time to time.
CORPORATE GOVERNANCE
In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance including the certificate from a Practicing Company Secretary confirming compliance is annexed to and forms an integral part of this Report.
CEO/CFO CERTIFICATE
Mr. Ninad Gadgil, Executive Director & Chief Executive Officer and Mr. Mukesh Kumar Hamirwasia, Chief Financial Officer have submitted a certificate to the Board on the integrity of the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.
VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY
The Company has a well-established whistle blower policy as part of vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of conduct or ethics policy. This mechanism also provides for adequate safeguards against victimisation of Director(s)/employee(s) who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Whistle blower policy is available on the Companys website at https://wendtindia.com/wp-content/uploads/2024/08/ Whistle-Blower-Policy_Wendt.pdf It is affirmed that during the year, no employee was denied access to the Audit Committee.
ANNUAL RETURN
The Annual Return in Form MGT-7 is available at
D I R E C T O R S R E S P O N S I B I L I T Y STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board, to the best of its knowledge and belief and according to the information and explanations obtained by it confirm that:
• in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed and there have been no material departures from the same;
• they have selected appropriate 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 as at the end of the financial year and of the
PARTICULARS OF EMPLOYEES
The information on employees and other details required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report as Annexure D.
OTHER CONFIRMATIONS
No application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the Company during the year. Further, no proceeding under the IBC was initiated or is pending as at 31st March 2025. There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENTS
The Board gratefully acknowledges the co-operation received from various stakeholders of the Company viz., customers, suppliers, partners, banks, government and other statutory authorities, auditors, business associates and shareholders. The Directors extend their gratitude to all the regulatory agencies like SEBI, Registrar of Companies, Stock Exchanges and other Central and State Government authorities/agencies, vendors and sub-contracting partners for their support. The Board also acknowledges the unstinted co-operation, commitment and dedication made by all the employees of the Company in the previous financial year.
The Directors also wish to place on record their gratitude to the members of the Company for their unrelenting support & confidence.
| On behalf of the Board | |
| For Wendt (India) Limited | |
| New York | Bhagya Chandra Rao |
| April 23, 2025 | Chairman |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2025, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016
ARN NO : 47791 (AMFI Registered Mutual Fund Distributor)
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.