WOL 3D India Ltd Directors Report

To

The Members of Wol3D India Limited

The Directors of your company are pleased to present the 37^th Annual Report on the business and operations of the Company, along with the Audited Financial statements for the financial year ended 31.03.2025.

I. FINANCIAL REPORT

PARTICULARS	2024-25	2023-24
Gross Income	4932.07	4001.43
Gross Profit before Depreciation and Tax	774.07	705.33
Depreciation	27.48	19.53
Profit before Tax	746.59	685.79
Net Profit	559.12	503.94
Balance Brought Forward	770.74	242.39
Net Profit of Current Year	559.12	503.94
Less: Restatement Adjustment	-	(24.42)
Bonus shares issued during the year	(200.00)	-
Balance Carried to Surplus	1129.87	770.74

II. STATE OF COMPANYS AFFAIRS

During the financial year 2024-25, the Company registered a robust growth in standalone revenue, reaching ^49,32,07,000 as compared to ^40,01,43,000 in the previous financial year—reflecting a year-on-year increase of approximately 23.26%. This performance highlights the Companys operational strength and strategic execution across key verticals. The Profit After Tax ("PAT") for FY 2024-25 stood at ^5,59,12,000, as against ^5,03,94,000 in FY 2023-24. The incline in profitability was primarily attributable to significantly elevated Revenue Growth and Cost Efficiency.

During the financial year 2024-25, Wol 3D India Limited continued to consolidate its position as a leading provider of 3D printing solutions and related consumables across India. The Company remained focused on operational efficiency, product innovation, and strategic expansion, despite macroeconomic headwinds and sectoral volatility.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 in the profit and loss account.

III. DIVIDEND

In order to conserve resources and strengthen the financial foundation for future growth initiatives, your Directors have not recommended any dividend on equity shares for the year under review. The Board believes that reinvesting earnings into core operations and upcoming projects will yield longterm value for shareholders.

IV. CHANGE IN THE NATURE OF BUSINESS

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

V. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company has published the audited standalone financial results on an annual basis along with the auditors report. There were no revisions made to the financial statements during the year under review.

The Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards ("Ind-AS") as issued by the Institute of Chartered Accountants of India and form an integral part of this Report.

VI. LISTING OF SHARES:

The Shares of the Company were listed on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE) on 30^th of September 2024. The Company has paid the annual listing fee for the financial year 2025-26.

The Equity Shares of the Company have electronic connectivity under ISIN No. INE000201011. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 as Registrar and Transfer Agent of the Company for existing physical-based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.

VII. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The material changes and commitments affecting the financial position of the Company that have occurred at the beginning of the financial year of the company to which the financial statements relates, your Company successfully completed its Initial Public Offer (IPO) of 17,04,000 Equity Shares of face value of Rs. 10/- each for cash at a price of INR 150/- per share (including a premium of INR 140/- per equity share) aggregating INR 2556.00 lacs. The Offer comprises fresh issue of 14,52,000 Equity Shares aggregating to INR 2,178.00 lacs and Offer for Sale of 2,52,000 Equity Shares by the Selling Shareholders aggregating to INR 378.0 lacs. The equity shares of the Company were listed on September 30^th, 2024 and trading on equity shares commenced on NSE Emerge on September 30, 2024

Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.

VIII. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company.

IX. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES Act, 2013.

During the reporting period, your Company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013 and rules thereof.

X. DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time. Further, Form DPT-3 has been filed with the Ministry of Corporate Affairs within the prescribed timeline

XI. SHARE CAPITAL

A. Authorized Capital and Changes thereon, if any:

The Authorized Share Capital of the Company is Rs. 7,00,00,000/- (Rupees Seven Crore Only) divided into 70,00,000 (Seventy Lacs) Equity Shares of Rs 10/- (Rupees Ten) each.

B. Paid up Capital and Changes thereon, if any:

The Paid-up Share Capital of the Company is Rs. 6,45,20,000/- (Rupees Six Crore Forty Five Lacs and Twenty Thousand Only) divided into 64,52,000 (Sixty Four Lacs and Fifty Two Thousand Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the period under report, the Company had issued Shares by way of the following Allotments:

Sr. No	Type of Issue	Type of Shares	Number of Shares Issued	Face Value (in Rs.)	Total Amount (in Rs.)
1	Bonus Issue	Equity Shares	20,00,000	10	2,00,00,000
2	Initial Public Offer (IPO)	Equity Shares	14,52,000	10	1,45,20,000

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under the Employee stock option plan

Issue of Debentures, Bonds and any other non-convertible securities/warrants:

During the year under review, the Company has not issued any debentures, bonds or any other non- convertible securities nor has the Company issued any warrants.

XII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 does not apply to the Company as the Company has not declared any dividend in any of the earlier financial years.

XIII. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY TRANSACTION

All RPTs entered during the year were in the ordinary course of business and on an arms length basis and not material in nature in terms of Section 188 of the Act. Thus, disclosure in Form AOC-2 in terms of Section 134 is not required. There were no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel of the Company.

Details of all related party transactions are mentioned in the notes to the financial statements forming part of the Annual Report.

XIV. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Board routinely assesses internal control systems, the effectiveness of the internal audit function, and important internal audit discoveries in collaboration with management.

XV. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company did not have any subsidiary companies and none of the companies have become or ceased to be the Companys subsidiaries, joint ventures or associate companies.

XVI. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The auditor has not reported any fraud pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

XVII. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION, OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT:

The Auditors have not given any qualification, reservation, adverse remark or Disclaimer in his Auditor Report for the financial year ended 31^st March, 2025. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditors Report and its Annexures, forming part of this Annual Report and hence do not require any further clarification.

XVIII. SECRETARIAL AUDITOR

As required under the provisions of Section 204 of the Act, the Board of Directors of your Company had appointed Shri Ashwin Shah, Practicing Company Secretaries, to conduct a Secretarial Audit for FY 2024-25. The Secretarial Audit Report for the financial year ended March 31,2025, is annexed to the Boards Report as Annexure - 1. There are no qualifications, reservations, adverse remarks, or disclaimers by the Secretarial Auditors in their Secretarial Audit Report.

XIX. COST AUDITORS

During the year under review, the Company was not required to maintain cost records and hence, cost audit was not applicable. No manufacturing activities or services, covered under the Companies (Cost Records and Audit) Rules, 2014, have been carried out or provided by the Company

XX. INTERNAL AUDITOR

The Company has appointed M/s. ADMS and Associates (FRN: 123456W) as the Internal Auditors of the Company. The Audit Committee has approved the terms of reference and also the scope of work of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and evaluating the efficiency and adequacy of the internal control systems. Internal Auditors present their audit observations and recommendations along with the action plan of corrective actions to the Audit Committee.

XXI. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received a necessary declaration from each Independent Director of the Company underthe provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(l)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the criteria of independence as provided under the Act, Rules made thereunder, read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold the highest standards of integrity. Further, there has been no change in the circumstances affecting their status as Independent

Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same.

XXII. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

XXIII. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board Composition and Size

An enlightened Board sets the tone for a positive leadership culture, which is essential for the longterm success of the company. By prioritizing strategic decision-making and fostering a collaborative environment, our Board members play a crucial role in achieving the organizations growth while maintaining sustainable growth. Their vision and guidance empower the management and employees at all levels to contribute effectively, ultimately leading to a thriving company.

Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in key and technical areas concerning the field of business and are from a range of diverse backgrounds. The Board as part of its succession planning exercise, periodically reviews its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.

The Board of Directors of the company has an optimum combination of Executive and Non- Executive Independent Directors with rich professional experience and background. As of March 31, 2025, the Companys Board consists of 6 Directors as follows:

Name of the Director	Designation	Category
Mr. Rahul Chandalia	Managing Director	Managing Director
Mr. Bipin Kothari	Director	Independent Director
Mr. Keyur Karia	Director	Independent Director
Mr. Pradeep Jain	Director	Whole Time Director
Ms. Swati Jain	Director	Independent Director
Ms. Saloni Chandalia	Director	Whole Time Director

Key Managerial Personnel (KMP)

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per Section 2 (51) read with Section 203 of the Act:

NAME OF THE KMP	DESIGNATION
Ms. Nayna Lunker	Company Secretary and Compliance Officer
Ms. Saloni Chandalia	Chief Financial Officer

XXIV. BOARD OF DIRECTORS AND ITS MEETINGS

Number of Board Meetings

The Board of Directors met at Regular Intervals to transact business and the gap between the two meetings was less than one hundred and twenty days. During the Financial Year 2024-25, Ten (10) meetings of the Board of Directors of the Company were held i.e., on the following dates: 22.04.2024, 26.04.2024, 07.05.2024, 20.08.2024,12.09.2024, 20.09.2024, 26.09.2024,14.11.2024, 13.01.2025 and 28.03.2025

The time gap between two consecutive Board meetings was less than 120 days and a necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.

XXV. COMMITTEES OF THE BOARD

1. Audit Committee

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee of the Board of Directors, consisting of below below-mentioned Independent Directors, is a practice of good governance:

Name of the Director	Designation	Category
Mr. Keyur Karia	Chairman	Independent Director
Mr. Bipin Kothari	Member	Independent Director
Ms. Saloni Chandalia	Member	Whole Time Director

All the recommendations made by the Audit Committee were accepted by the Board. The members of the Audit Committee have relevant experience in financial matters as well as accounting or related financial management expertise and all of them are financially literate. The Chairman of the Audit Committee is an Independent Director and has expert knowledge in accounts & finance.

During the year under review, the audit committee met 4 (Four) times.

2. NOMINATION & REMUNERATION COMMITTEE:

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Nomination & Remuneration Committee of the Board of Directors consisting of below below-mentioned Independent Directors as a practice of good governance:

Name of the Director	Designation	Category
Mr. Keyur Karia	Chairman	Independent Director
Mr. Bipin Kothari	Member	Independent Director
Ms. Swati Jain	Member	Non-Executive Director

During the year under review, the Nomination and Remuneration Committee met 1 (One) times.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In terms of section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 (1) of the SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has constituted Stakeholders Relationship Committee of the Board of Directors consisting of below mentioned Independent Directors as a practice of good governance:

Name of the Director	Designation	Category
Mr. Keyur Karia	Chairman	Independent Director
Mr. Bipin Kothari	Member	Independent Director
Ms. Swati Jain	Member	Non-Executive Director

During the year under review, the Stakeholders Relationship Committee met 2 (Two) times.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of Section 135 of the Companies Act, 2013 read applicable Rules of the Act, the Company has constituted the Corporate Social Responsibility Committee of the Board of Directors, consisting of below mentioned Directors as a practice of good governance:

Name of the Director	Designation	Category
Mr. Bipin Kothari	Chairman	Independent Director
Mr. Rahul Chandalia	Member	Managing Director
Ms. Swati Jain	Member	Non-Executive Director

The Corporate Social Responsibility Committee is responsible for formulating and recommending to the Board a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013. To recommend the amount of expenditure to be incurred on the CSR activities and to monitor the CSR activities undertaken by the Company.

During the year under review, the Corporate Social Responsibility Committee met 2(Two) times.

XXVI. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out an annual performance evaluation of its own performance, its committees, and all the directors of the Company as per the guidance notes issued by SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of the Board, the committee, and all directors of the Company as required under the Act and the Listing Regulations. The criteria for evaluating the Board broadly encompass the directors competency, experience, and qualifications, as well as the Boards diversity. The criteria for the evaluation of directors broadly cover qualifications, experience, knowledge, and competency. They also include the ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, participation in meetings, knowledge and skills, personal attributes, leadership, and impartiality, among other aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

XXVII. COMPLIANCE WITH SECRETARIAL STANDARD

• The Directors had prepared the annual accounts on a going concern basis; and

• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

Pursuant to provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are given as Annexure - 4.

XXXIV. RISK MANAGEMENT POLICY

In line with this requirement, the Company has framed and implemented a risk management policy to identify and assess the regulatory risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all the business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

XXXV. ANNUAL RETURN

In compliance with section 92(3) read with section 134(3) of the Act, the annual returns of the Company as of March 31,2025 available on the website of the Company at https://.wol3d.com

XXXVI. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013.

The Company is committed to providing a healthy environment to all employees and thus does not tolerate any sexual harassment at the workplace. The Company has in place a "Policy on Prevention, Prohibition and Redress of Sexual Harassment." The policy aims to protect employees at the workplace and prevent and redress complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any complaints of sexual harassment.

XXXVII. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Your Company believes that Human Resources is the principal driver of change. The Company focuses on providing individual development and growth in a professional work culture that enables innovation, ensures high performance and remains empowering. The HR management systems and processes are designed to enhance organizational effectiveness and employee alignment. Your company has put in place a performance appraisal system that covers all employees.

XXXVIII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of theSEBI Listing Regulations, a separate section on Management Discussion and Analysis, as approved by the Board, which includes details on The state of affairs of the Company forms part of this Annual Report.

XXXIX. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle-blower policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics Committee comprising senior Executives of the Company. Protected disclosures can be made by a whistleblower through an email or a letter. The policy on the vigil mechanism may be accessed on the website of the Company.

XL. STATUTORY AUDITOR

Members of the Company have approved the appointment of M/s ADV & Associates, Chartered Accountants (Firm Registration No: 128045W), as the statutory auditors of the company for a consecutive term of five years at the Annual General Meeting held on September 12, 2024.

The Auditors have not given any qualification, reservation, adverse remark or Disclaimer in their Auditors Report for the financial year ended 31st March, 2025. The Observations made by the Auditors are self-explanatory and have been dealt with in an Independent Auditors Report and its Annexures, forming part of this Annual Report and hence do not require any further clarification.

XU. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, clients, bankers and all other business associates. We look forward to the continued support of all these partners in our progress.

XLII. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of Companies:

a. Listed entity having paid-up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity that has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of the aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2024-25.

XLIII. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not given as none of the employees qualify for such disclosure.

XUV. INSURANCE

The insurable interests of the Company, including building, plant and machinery, stocks, vehicles, and other insurable interests, are adequately covered.

XLV. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

As on the date of the report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016, and the Company did not file any application under (IBC) during the financial year 2024-25.

XLVI. RISK MANAGEMENT

The board has laid down procedures about the development and implementation of risk assessment and minimization procedures, including the identification of elements of risk.

XLVII. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to the Central & State Governments, Financial Institutions and Commercial Banks for their continued support and confidence in the Company.

The Directors hereby place on record their appreciation for the dedicated efforts put in by the employees at all levels.

By Order of the Board
For, Wol3d India Limited
Rahul Chandalia	Pradeep Jain
Chairman and Managing Director,	Whole-time Director
DIN:08384580	DIN:08384613
Place: Mumbai Date : 05.09.2025