Western Ministil Ltd Directors Report

To The Members of Western Ministil Limited

The Board of Directors are pleased to present the fifty One Annual Report together with the Audited Accounts for the Financial Year ended 31^st March, 2025.

In Financial Year 2024-25 your Company has continued the phase of positive outlook and witnessed the drastic growth and development both in operational as well as in financial segments.

1. FINANCIAL HIGHLIGHTS:

Summary of the Financial Results for the year is as under:

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	0.00	0.00
Other Income	0.08	0.00
Total Income	0.08	0.00
Expenses:	32.31	16.16
Profit/(Loss) before exceptional items and tax	(32.23)	(16.16)
Exceptional Items	0.00	0.00
Profit/(Loss) before tax	(32.23)	(16.16)
Provision for current tax, deferred tax and other tax expenses	0.00	0.00
Profit/(loss) for the period	(32.23)	(16.16)

2. DIVIDEND

Considering the years financial performance and carried forward losses of previous years, the Board had decided not to recommend any dividend. Due to accumulated losses, your Company has not transferred any amount to the reserves.

3. PUBLIC DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the Financial Year ended March 31, 2025 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

4. TRANSFER TO RESERVES

There is no transfer made to reserves during the year.

5. CHANGE IN NATURE OF BUSINESS, IF ANY :

Your Company has not deviated its line of business activity nor has expanded the area of activities; therefore, there is no change in the nature of business for the year under review.

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Financial Year under review, the Company did not have any Subsidiary, Joint Venture or Associate Companies.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs.2,15,71,860/- divided into 2157186 shares of Rs. 10/- each as on March 31, 2025.

The Companys Equity Share Capital is listed on the BSE Limited ("BSE") and are infrequently traded shares. The annual listing fee had been paid to the stock exchange before due date.

During the year under review, the Company has not issued any shares or other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company did not buy back any of its shares.

8. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid-up equity share capital of the Company does not exceed Rs. 10 crores and net worth does not exceed Rs. 25 crores as on the last day of the previous Financial Year.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, are not applicable to your Company as the Company does not fall under any of the criteria specified therein.

10. DIRECTORS RESPONSIBILITY STATEMENT

T o the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b. That had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. RISK MANAGEMENT POLICY

The Company in order to comply with the provisions of the Act and to provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risks that could threaten the existence of the Company. The Company had not faced any major risks and no major deviations from the actuals as attained by the Company. The Audit Committee has reviewed the policy periodically. The Board takes overall responsibility for the overall process of risk management in the organisation.

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a yearly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the Financial Year ended March 31, 2025.

13. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board meets at regular intervals as and when required to discuss the business polices and strategies apart from other routine business matters. During the Financial Year ended March 31, 2025, the Board met 8 (Eight) times i.e. on May 30, 2024, July 19, 2024, August 14, 2024, October 11, 2024, November 14, 2024, February 14, 2025, March 04, 2025 and March 31, 2025 .Apart from as aforesaid, the gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

During the year following director were appointed:

1. Mr. Satish Ramsevak Pandey, appointed as the Additional Executive director of the Company w.e.f 14.02.2025.

2. Mr. Manoj Chaudhary, appointed as the Additional Non - Executive Independent Director of the Company w.e.f 14.02.2025.

3. Ms. Gayatridevi D. Pandey, appointed as the Additional Non - Executive Independent Director of the Company w.e.f 11.10.2024.

4. Mr.Prakash Baliram Shewale, appointed as the Managing Director of the Company w.e.f 04.03.2025.

During the year following Director/CEO/CFO were Resigned:

1. Mr. Prithviraj S. Parikh, were resigned from the directorship of the company w.e.f.04.03.2025.

2. Mr. P. K. R. K. Menon, were resigned from the directorship of the company w.e.f.04.03.2025.

3. Ms. Sharmila S. Chitale, were resigned from the directorship of the company w.e.f.04.03.2025.

4. Mr. Ajit Krishna Honyalkar, were resigned from the CEO/CFO position of the company w.e.f.04.03.2025.

As on date of this report, the details of the Board of Directors and Key Managerial Personnel are as under;

Name of Director	Designation
Mr. Prakash Baliram Shewale	Chairman and Managing Director
Mr. Satish Ramsevak Pandey	Executive Director
Ms. Gayatridevi D. Pandey	Non - Executive Independent Director
Mr. Manoj Choudhary	Non - Executive Independent Director
Mr. Paras Chand Jain	Non - Executive Independent Director
Mr. Ankitkumar Rajendra Shah	Company Secretary & Compliance Officer

The attendance of the Directors at the Board Meetings and the AGM held during the Financial Year ended March 31, 2025 is as under:

Name of the Directors	Number of meetings	Last AGM Attended
	Entitled to attend	Attended
Mr. P. K. R. K. Menon	7	7	Yes
Mr. Prithviraj S. Parikh	7	5	Yes
Sharmila S. Chitale	7	7	Yes
Mr. Prakash Baliram Shewale	1	1	Not Entitled
Mr. Satish Ramsevak Pandey	2	2	Not Entitled
Ms. Gayatridevi D. Pandey	4	4	Not Entitled
Mr. Manoj Choudhary	2	2	Not Entitled

The Board of Directors comprises of highly qualified memberspossessing essential qualifications, skills, expertise and competencies in the areas of Sales & Marketing, Finance and Accounts, Leadership and Governance, Industry Knowledge, General Management and Governance, Relevant Technology which can enable them to take effective decisions in the conduct of the affairs of the Company and enhance the Stakeholders values.

15.COMMITTEES OF THE BOARD

The Companys Board has following committees. The brief of these Committees are as follows:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholder Relationship Committee

a. Constitution of the Audit Committee

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Act read with rules framed thereunder. The composition, quorum, powers, role and scope are in accordance with Section 177of the Act. All the members of the Audit Committee are financially literate and have experience in financial management. The Board has accepted all the recommendations of the Audit Committee during the Financial Year ended March 31, 2025.

Meeting and Attendance

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Act read with rules framed thereunder. The composition, quorum, powers,

role and scope are in accordance with Section 177of the Act. All the members of the Audit Committee are financially literate and have experience in financial management. The Board has accepted all the recommendations of the Audit Committee during the Financial Year ended March 31, 2025.

Meeting and Attendance :The Committee met 4 (Four) times during the Financial Year ended March 31, 2025,

i.e. on May 30, 2024, August 14, 2024, November 14, 2024 and February 14, 2025.

The necessary quorum was present for all the meetings held during the year. The composition of the Audit Committee and the details of meetings attended by members of the committee are given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mr. P. K. R. K. Menon Chairman	Non-Executive Director	4	4
Mr. Prithviraj S. Parikh Member	Non-Executive Director	4	4
Sharmila S. Chitale Member	Independent, Non-Executive Director	4	4

1. Mr. Prithviraj S. Parikh, were resigned from the Membership of the committee w.e.f.04.03.2025.

2. Mr. P. K. R. K. Menon, were resigned from the Membership of the committee w.e.f.04.03.2025.

3. Ms. Sharmila S. Chitale, were resigned from the Membership of the committee w.e.f.04.03.2025.

Reconstitution of the Audit Committee as on date of this report are as follows:

Name of the Members	Position	Nature of Directorship
Ms.Gayatridevi Devishankar Pandey	Chairman	Independent, Director Non-Executive
Mr. Manoj Choudhary	Member	Independent, Director Non-Executive
Mr. Satish Ramsevak Pandey	Member	Executive, Non-Independent Director

b. NOMINATION AND REMUNERATION COMMITTEE Constitution of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in compliance with Section 178 of the Act read with rules framed thereunder. The composition, quorum, powers, role and scope are in accordance with Section 178 of the Act. The Committee met 2 (Two) time during the Financial Year ended March 31, 2025. i.e on October 11, 2024, February 14, 2025. The necessary quorum was present for the meeting held during the year. The composition of the Nomination and Remuneration Committee and the details of meetings attended by members of the Committee are given below:

<td >Category

Name of the Members	Number of committee meetings
		Entitled to attend	Attended
Mr. P. K. R. K. Menon Chairman	Non-Executive Director	2	2
Mr. Prithviraj S. Parikh Member	Non-Executive Director	2	2
Sharmila S. Chitale	Independent, Non-Executive	2	2
Member	Director

1. Mr. Prithviraj S. Parikh, were resigned from the Membership of the committee w.e.f.04.03.2025.

2. Mr. P. K. R. K. Menon, were resigned from the Membership of the committee w.e.f.04.03.2025.

3. Ms. Sharmila S. Chitale, were resigned from the Membership of the committee w.e.f.04.03.2025.

Reconstitution of the Nomination And Remuneration Committee as on date of this report are as follows:

Name of the Members	Position	Nature of Directorship
Ms.Gayatridevi Devishankar Pandey	Chairman	Independent, Non-Executive Director
Mr. Manoj Choudhary	Member	Independent, Non-Executive Director
Mr. Paras Chand Jain	Member	Independent, Non-Executive Director

c. STAKEHOLDERS RELATIONSHIP COMMITTEE Constitution of the Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee comprising of three members. The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Act read with rules framed thereunder. The Committee met 4 (Four) times during the Financial Year ended March 31, 2025 i.e., on May 30, 2024, August 14, 2024, November 14, 2024 and February 14, 2025. The necessary quorum was present for the meeting held during the year. The composition of the Committee and the attendance of the members of the Stakeholders Relationship Committee during the Financial Year ended March 31, 2025 are as given below:

Name of the Members	Category	Number of committee meetings
		Entitled to attend	Attended
Mr. P. K. R. K. Menon Chairman	Non-Executive Director	4	4
Mr. Prithviraj S. Parikh Member	Non-Executive Director	4	3
Sharmila S. Chitale Member	Independent, Non-Executive Director	4	4

1. Mr. Prithviraj S. Parikh, were resigned from the Membership of the committee w.e.f.04.03.2025.

2. Mr. P. K. R. K. Menon, were resigned from the Membership of the committee w.e.f.04.03.2025.

3. Ms. Sharmila S. Chitale, were resigned from the Membership of the committee w.e.f.04.03.2025.

Reconstitution of the stakeholders relationship committee as on date of this report are as follows:

Name of the Members	Position	Nature of Directorship
Mr. Manoj Choudhary	Chairman	Independent, Non-Executive Director
Ms. Gayatridevi Devishankar Pandey	Member	Independent, Non-Executive Director
Mr. Satish Ramsevak Pandey	Member	Executive, Non Independent Director

16. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished the declaration that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.

17. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS

As per the Listing Regulations, the Board of Directors of the Company carried out the formal annual performance evaluation of all the Directors and also its self-evaluation process, internally, to assess the skills set and contribution that are desired, recognizing that competencies and experiences evolves over time. The process was conducted by allowing the Board to engage in candid discussions with each Directors with the underlying objective of taking best possible decisions in the interest of the Company and its stakeholders. The Directors were individually evaluated based on structured self-assessment and personal interaction to ascertain feedback on well-defined parameters which, internally, comprised of level of engagement and their contribution to strategic planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the Board of Directors also reviewed and discussed the annual performance evaluation of Directors carried out by the Nomination and Remuneration Committee. A statement in detail indicating the manner, in which formal annual evaluation has been made by the Board of Directors, is given in the Report on Corporate Governance which forms a part of the Annual Report.

18. SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a term of reference which internally deals with the manner of selection of the Directors and the Key Managerial Personnel of the Company. The NRC recommends appointment of Director/re- appointment of Managing Director, Whole Time Directors and Independent Directors based on their qualifications, expertise, positive attributes and independence in accordance with prescribed provisions of the Companies Act, 2013 and rules framed there under. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on Boards balance of professional experience, background, viewpoints, skills and areas of expertise.

The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the Members of the Board and Executive Management. The said policy earmarks the principles of remuneration and ensures a well-balanced and performance related compensation package taking into account Shareholders interest, industry practices and relevant corporate regulations in India.

19. VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mismanagement, if any, and conducting business with integrity including in accordance with all applicable laws and regulations. The details of the Vigil Mechanism and Whistle Blower Policy are explained in the Report on Corporate Governance and also posted on the website of the Company.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT ;

The Company has, during the year, rolled out a policy for prevention of Sexual Harassment of women in the organization, although it has no woman employed in the origination during the period under review.

21. STATUTORY AUDITORS

On recommendations of Audit Committee and Board of directors, the Company has decided to re-appoint M/s Maark & Associates, Chartered Accountants (Firm Reg. No. 145153W)) as the Statutory Auditors of the Company for a further period of 5 (Five) years, subject to the approval of members in the ensuing AGM, to conduct the Statutory Audit from Financial year 2025-26 to Financial Year 2029-2030.

22. COST AUDIT

The Company is not required to maintain cost record as prescribed by the Central Government under the provisions of Section 148 of the Act in view of the closure of the plant in 1995 and cessation of manufacturing activities. No manufacturing activities or related services have been undertaken by the Company since then.

23. SECRETERIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Balraj B. Vanwari., Company Secretaries have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2025. There are few adverse remarks or observations made by /s Balraj B. Vanwari in the Secretarial Audit Report.

Secretarial Audit Report:

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2025, is annexed herewith as "Annexure- A" and forms part of this report. The Secretarial Audit Report contain few adverse remark, reservation, qualification or disclaimer remark.

24. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

25. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.

26. REGULATORY/COURT ORDERS

During the year under report no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

27. RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company during the Financial Year were on an arms length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All

the related party transactions as required under Ind- AS 24 Related Party Disclosures are reported in other explanatory information, forming part of the financial statements. Details of related party transactions are regularly placed before the Audit Committee and also before the Board for its approval. Wherever required prior approval of the Audit Committee is obtained. The Company has not entered into any related party transaction during the Financial Year pursuant to the provisions of Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosure in Form AOC-2 has not been given.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTIONS 185 and 186 OF THE COMPANIES ACT, 2013

There are no loans or guarantees in pursuance of Sections 185 and 186 of the Companies Act, 2013.

29. DISCLOSURE OF REMUNERATION OF DIRECTORS:

Directors were also not paid remuneration or sitting fees during period under review.

30. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the Company is available on the website and can be accessed at http://westernministil.in/

31. PARTICULARS OF EMPLOYEES

The Company has no employees except CEO., C.F.O and Company Secretary and therefore no information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished.

Directors were also not paid remuneration or sitting fees during period under review.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

No information with regard to conservation of energy and technology absorption is required to be furnished as the Company did not undertake any activity / operation. Further, there were no foreign exchange earnings and outgo during the year under review.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 of the SEBI (LODR) Regulations, 2015 is annexed "Annexure- B" to this report.

34. GENERAL

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

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

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

c. The Company has no Subsidiary/JV/Associate Companies during the year.

d. Company does not have any subsidiaries hence Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal

Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act.

f. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

g. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

h. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

i. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

j. The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

k. The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to BSE Ltd where the Companys Shares are listed.

l. During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

m. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

35. HUMAN RESOURCES

Your directors believe that the key to success of any Company are its employees. Your Company has a team of able and experienced professionals, whose dedicated efforts and enthusiasm has been an integral part of your Companys growth. Your directors would like to place on record their deep appreciation of their continuous effort and contribution to the Company.

36. CASH FLOW STATEMENT

In conformity with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requirements of companies Act, 2013 the cash flow statement for the financial year ended 31.03.2025 is annexed here to as a part of the Financial Statements.

37. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

No Agreement were entered pursuant to clause 5A of paragraph A of PartA of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during FY 2024-25and as on date.