WPIL Ltd Directors Report

TO THE MEMBERS

The Directors of the Company have the pleasure in presenting their 71st Annual Report on the business and operations of the Company for the financial year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS (STANDALONE)

(Rs. in Lacs)

	2024-25	2023-24
Total Income	117785.36	110729.80
Earnings before interest, tax, Depreciation & Amortization	22671.47	21715.03
Interest	2648.92	1093.87
Depreciation & Amortization Expenses	688.31	696.98
Profit before Taxation	19334.24	19924.18
ProvisionforTaxation	4949.90	5721.24
Profit for the year	14384.34	14202.94
OtherComprehensiveIncome(Net)	(9.83)	5.20
Total Comprehensive Income for the year	14374.51	14208.14
Balance brought from previous year	20123.90	16822.58
Profit available for appropriation	34498.41	31030.72
Transfer to General Reserve	7000.00	7000.00
FinalDividend	1953.41	3906.83
Balance available in surplus account in Balance sheet	25545.00	20123.90

OPERATIONS

The company maintained its performance in 2024-25 with revenues of Rs.1178cr versus Rs.1107cr in 2023-24. The profit after tax for the year was flat at Rs.144cr versus Rs.142cr in 2023-24. Higher margins were offset by higher interest costs.

The outlook remains strong with strong orderbooks and improving execution across both divisions. Furthermore, the market outlook is improving with further emphasis on public infrastructure projects especially in the urban municipal sector and supported by public and private investments in industries.

The company continues to leverage its expanding product portfolio and market infrastructure across the spectrum of water management and is now well positioned in the industrial, municipal, and irrigation sectors. Its focus on strategic direction on new product development and manufacturing infrastructure has allowed it to surpass customer expectation with regards to quality and delivery. With a strong order book, increased availability of infrastructural resources and access to global markets, the Company stands committed to continue its growth and strengthen its position in the market by providing greater value for its Customers and other stakeholders.

DIVIDEND

After considering the performance of the year, cash flow, and consistent improvement of General Reserve, dividend distribution policy, and necessity to augment its working capital to sustain the growth of operational activities in the coming year, the Directors of the Company are pleased to recommend dividend of Rs.2/- (Rupees two) on each equity of Rs. 1/- (one) fully paid up for the year ended 31st March, 2025. The dividend distribution policy of the Company may be accessed to web-link at https://www.wpil.co.in/investor-services.php The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those shareholders whose names are registered at the close of the business on, 1st August, 2025 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.

Pursuant to finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at the prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVE

The Board of Directors proposes to transfer Rs. 70 Crores to the General Reserve. An amount of Rs.520 Crores is proposed to be retained in the General Reserve Account.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to "Investor Education and Protection Fund" (IEPF) established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. During the year, dividend remaining unpaid/ unclaimed relating to financial year 2016-17 of Rs. 4,30,364/- has been transferred to IEPF. Further in compliance to provisions of Section 124(6) of the Companies Act, 2013, read with Rule 6 of the "Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 and Amendment Rules, 2017, 8,40,630 Ordinary sharesinrespectofwhichdividendremainedunpaid/unclaimedforsevenconsecutivefinancialyearshadbeentransferred by the Company to the Demat Account of IEPF Authority so far through Depositories by following the procedures prescribed by Ministry of Corporate Affairs. However, out of such total Equity shares transferred, 10365 Equity shares were released to claimants so far by Investor Education and Protection Fund Authority.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Schedule V(B) under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management discussion and analysis report for the year under review is appended below:

A. BUSINESS

The company is engaged in the business of fluid handling – from supply of pumps to turnkey project execution. It supplies a comprehensive range of pumps to the Industrial, municipal and irrigation sector. The company also has a strong project division which undertakes water management contracts in the above sectors.

B BUSINESS ENVIRONMENT

Indias growth rate was the second highest among G20 countries and almost twice the average of emerging market economic. Strong domestic demand, significant investments in public infrastructure, and a growing financial sector have been key contributor to this resilience. The RBI proactive measures have stabilized Rupees and by 2027, India is projected to become the third largest economy globally following United States and China. With the gradual improvement of Economic scenario during the year, there has been an increase in investments across various sectors of the economy and new opportunities are emerging in the capital goods sector. With an expanding order book and growing competencies, the performance of the Company across all its businesses sustained growth. The Company has been consolidating and growing it products portfolio and constantly expanding into new markets to achieve its growth objectives with a long term vision to be a leader in manufacturer of pumps and pumping solutions and turnkey execution of water management contracts. Overall, financial year 2024-25 was another stellar year despite headwinds. The Company achieved improvement across key operational while relentlessly focusing on its core values.

The Global Economy faced turbulence in 2025 amidst tense geopolitical scenario and recessionary pressure. Global growth is projected to remain moderate in 2025 with inflation remaining static in most countries. Key near term risks include high geo political tensions and its impact on global trade. This risk is further escalated with the shift to tariff based regimes and away from globalization. The company is focused on its vision of maintaining balance across its businesses and geographies to derisk itself from policy and other global risks.

C. OPERATIONAL REVIEW DOMESTIC OPERATIONS

The company maintained its performance in 2024-25 with revenues of Rs.1178cr versus Rs.1107cr in 2023-24. The profit after tax for the year was flat at Rs.144cr versus Rs.142cr in 2023-24. Higher margins were offset by higher interest costs.

The performance of the Product Division was excellent with revenues at Rs.323cr versus Rs.263cr in 2023-24 and with improving order book the progress is expected to be maintained. This is well aligned with the company plans to maintain balance between the Product and Project division.

The Project Division revenues were flat at Rs.824cr versus Rs.816cr in 2023-24. The division started the year well with strong revenue growth in the 1st half however due to budget constraints of the Jal Jeevan schemes the second half slowed down. However, project completion remains strong with a large number of projects commissioned and approaching commissioning. The O&M revenues are expected to pick up from 2025-26 and strengthening the O&M team remains a focus area.

PRODUCT DIVISION

The Product division operations are divided into two main segments

(a) Assembled to order pumps (ATO) which are manufactured to suit installations and typically serve municipal and industrial sectors.

This segment maintains its growth with revenues growing to Rs.190cr supported by the major thrust on water supply schemes and well supported by industrial demand. Further with growing requirements from the sewage and drainage sector the outlook is strong. The progress on Navy business is positive with improving outlook based on accelerated product development and increasing demand.

New brownfield facilities are being created to cater to growing demand in this segment.

(b) Engineered to order pumps (ETO) which are designed and manufactured for special applications and typically serve large flow requirements in the irrigation and power sector.

The ETO performance was also strong with revenues of Rs.133cr and improving order books should allow growth to be maintained.

The segment outlook is improving with renewed focus on its key markets of Power and Irrigation. The division expects large business from these sectors in 2025-26. Furthermore the renewed thrust on river linking projects is a very promising opportunity.

The company is planning further expansion at its Nagpur facility to enhance its capacities in lieu of the above mentioned opportunities.

PROJECT DIVISION

The Project Division performance was stable with revenues of Rs.823cr versus Rs.816cr in 2023-24.

The division started the year well with revenues of Rs.431cr in the 1st half versus Rs.260cr in the corresponding period in 2023-24 however due to budget constraints at its clients end in the second half the progress slowed down substantially and revenues were flat for the year.

The division focused on improving its project completion and undertook most of the critical activities in the period so that a large number of its projects are commissioned or close to commissioning. This will lead to a pick up in O&M revenues from 2025-26 onwards.

The company decided to build an International project division and achieved good success with acquisition of Eigenbau and PCI in South Africa and Misa Spa in Italy. These acquisitions will diversify the companys project business and help balance out policy risks. The revenues of this International division are expected to be around 400cr and growing based on immense global opportunities in the water sector.

INTERNATIONAL OPERATIONS

International revenues were stable at 668cr versus Rs.590cr in 2023-24 in a year highlighted by the development of the International Project Division with the acquisition of Eigenabu, Misa and PCI.

GRUPPO ATURIA

The performance of Gruppo Aturia was stable in 2024-25 and the outlook for both its oil & gas business and the water segment looks strong with improving stability in the MENA region and a growing order book. The aftermarket segment remains strong.

The acquisition of Misa makes it a leader in large vertical pumps in Italy for the Irrigation and municipal sector along with a strong presence in the turnkey project business. The company has consolidated its acquisition well and looks to good growth through this acquisition.

WPIL SOUTH AFRICA

WPIL SA now consists of 4 subsidiaries namely APE Pumps, M&P SA, Eigenabu and PCI.

APE Pumps had another great year with strong revenues and margins as it becomes the supplier of choice across its markets.

The acquisition of Eigenabu and PCI creates a strong entry into the turnkey project business in South Africa and across Africa.

All the businesses start the year with strong order books and the company looks ahead at managing strong growth in the medium term.

STERLING PUMPS, AUSTRALIA

Sterling pumps and its subsidiary United Pumps had a good year in 2024-25 wherein revenues jumped to Rs.116 crandtheorderbookwasbroughtundercontrol.Nowthefocusisonmarginimprovementtoencashthehugeopportunities available to the companies.

The market outlook is excellent with the companies growing presence and strong brand presence.

WPIL THAILAND

WPIL Thailand had another good year in 2024-25 with strong revenues and growing order book. The company is now focused on the drainage sector with new product development which will boost its existing business in the irrigation sector.

CLYDE PUMP INDIA LTD.

The performance of Clyde Pump India further improved with record profitability in 2024-25. The capacity addition plus the growing markets in the oil & gas segment in the Gulf create good tailwinds for future growth.

D. FUTURE OUTLOOK

The business environment appears challenging with a rise in geo political tensions and conflicts which negatively impact global trade. Furthermore, the move away from globalisation leading to a tariff based global economy will dent the flow in global trade further and lead to inflationary spikes and recessionary pressures. Global GDP growth assumptions have already been tempered down.

However, water scarcity and a growing population represent a big challenge for present water infrastructure and hence the demand is expected to keep growing. Similarly, to address the UN standard of living health goals, sewage and drainage infrastructure needs to be greatly enhanced.

Your company has been focussed on developing solutions in fluid handling by enhancing its range of products and services. Simultaneously, enhancing its global reach to diversify its business model. We should be well placed to take advantage of these opportunities.

The Company is actively focussing on further enhancing its global reach and looking at establishing operations in newer geographies and creating new growth drivers.

The Company being one of the leaders in the pump industry foresees good growth in both domestic and international operations with improved outlook across businesses. All divisions are well equipped to deal with their growing order book and provide good quality and delivery of products to continue to enhance market share. The Company feels it has achieved a good balance between domestic and international businesses on one hand and Products and Projects on the other hand to become a supplier of choice in the fluid handling business.

E. OPPORTUNITIES, THREATS, RISKS AND CONCERNS

WPIL has strengthened itself with necessary manufacturing infrastructure and financial health to be a very strong Company in its sector. Its products have a technical edge in the market and are the preferred choice of its customers. Along with this its support services and team of competent, qualified and experienced personnel command great respect in the market place. A combination of such strong qualities along with its strong project division should help to sustain its growth going forward.

The biggest risk remains geo political risks which are rising with political changes taking place globally. These political changes along with policy changes will affect global trade and access to markets with a thrust on localisation. A major concern is the evolution of global policies to climate change and the experimentation with various energy mix models which could lead to energy shortages and crises. Further huge investment in this domain could divert precious resources away from building basic essential infrastructure.

F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company continues to have adequate system of internal control commensurate with size and nature of its business, which ensures that transactions are recorded, authorized and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and removal. The internal control system is supplemented by documented policies, guidelines and procedures. The Internal Audit of the Company conducted by external professional audit firm continuously monitor the effectiveness of the internal control with a view to provide audit committee and the Board of Directors an independent, objective and reasonable assurance of the adequacy of the organizations internal controls and risk management procedures.

Internal Audit of all operational units was carried out during the year under report as per the scope approved by the Audit Committee of Directors. The internal audit teams regularly briefs the management and the Audit Committee on their findings and also recommend the steps to be taken with regard to deviations, if any. Internal Audit Reports are regularly submitted for perusal of Senior Management to initiate appropriate action as required.

G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.

The People process is at the heart of Companys successful story. The Company lays significant importance for all round developments of its Human Resources with special emphasis to train the employees at all levels to enhance their effectiveness in their contribution to the overall performance of the Company through skill up-gradation, knowledge improvement and attitudinal change. These enable the employees at all levels to cope with the competitive environment through which the Company is passing at present and to achieve the desired corporate objective.

The industrial relations climate in the Company continued to remain harmonious and cordial. The Company has a vibrant atmosphere and able to face challenges of economic downturn with fortitude. Various welfare measures and recreational activities are also being continued side-by side of production to maintain such relations. The Company had 687 employees on the roll (excluding manpower on contractual basis) at the end of the year under review as against 538 (excluding manpower on contractual basis) of previous year.

H. SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS.

During the financial year under review, significant changes in two key financial ratios were noticed which include Debt Equity Ratio and Debt Service Coverage Ratio as against last year. The reasons underlying such changes have been provided respectively in Note 57 (v) to the financial statement. The information is intended pursuant to the requirements of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) as amended from time to time.

CORPORATE GOVERNANCE

The Company has always followed the principles of good Corporate Governance through attaining a highest level of transparency, professionalism, accountability and integrity in its functioning and conduct of business with due respect to laws and regulations of the land.

Necessary measures have been adopted to comply with the requirements of the Listing Agreements with Stock Exchange wherein the Companys shares is listed and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. A separate report on Corporate Governance adopted by the Company, which is given in Annexure- B, forms a part of this report.

A certificate from the Auditors of the Company regarding the compliance of the conditions of Corporate Governance is attached to this report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Securities and Exchange Board of India (SEBI) has made it imperative for top 1000 listed entities to prepare and present to stakeholders a Business Responsibility & Sustainability Report (BRSR). Accordingly, a BRSR has been prepared by the Company as per the suggested format of SEBI which is given in Annexure- D, forms a part of this report. The Business Responsibility Policy of the Company may be accessed to Companys website at https:// www.wpil.co.in/investor-services.php

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134 (5) of the Companies Act, 2013, the Directors confirm that; (i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure; (ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; (iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors had prepared the Annual Accounts on going concern basis; (v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Both, the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under Part B of Schedule II under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Prakash Agarwal (DIN 00249468) andMr.BrahmaPrakashKhare(DIN02288814)retirebyrotationandbeingeligible,offerthemselvesforre-appointment. Mr S.N. Roy (DIN 00408742) Independent Director retired from the Board from 9th day of August, 2025 after conclusion of tenure of two consecutive terms of five years each. The Board had appointed Mr. Debraj Roy (DIN 10492039) as whole-time Director designated as Executive Director (Projects) for a period of three years with effect from 1st April, 2024 with the approval of shareholders through postal Ballot.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed in sub section (6) of Section 149 of the Companies Act ,2013 read with Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 as amended from time to time.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors of the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

POLICY FOR DIRECTORS APPOINTMENT

The Company recognizes that an enlightened Board could effectively create a culture of leadership to provide long term vision, improve the quality of governance and invite the confidence of stakeholders. In order to ensure that Board Directors can discharge their duties and responsibilities effectively, the Company aims to have a Board with optimum combination of experience and commitment. The Company also believes the importance of Independent Directors in achieving the effectiveness of the Board. A diverges Board enables efficient functioning through differences in perspective and skill and also fosters differentiated thought process at the back of varied industrial and management expertise, gender, knowledge and geographical background. The policy of the Company for appointment of Directors and criteria for determining the qualifications, positive attitude and independence of a Director can be accessed to its website at https://www.wpil.co.in/investor-services.php

POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view of the following objectives.

1) Ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

2) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

3) Remuneration to Directors, Key Managerial Personnel and Senior Management involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The remuneration policy of the Company for its Directors, Key Managerial Personnel and other employees can be accessed to its website at https: //www.wpil.co.in/investor-services.php

AUDITORS

Pursuant to the requirements of Section 139 of the Companies Act, 2013, and based on the approval of Members at the Sixty Sixth Annual General Meeting, Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration No. 302113E) had been appointed as Statutory Auditors, of Company for a term of initial five years to hold the office from the conclusion of 66th Annual General Meeting till the conclusion of 71st Annual General Meeting, As such a resolution to this effect for re-appointment of Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration No. 302113E) as Statutory Auditor for a further term of consecutive five years commencing from companys financial year 2025-26 to financial year 2029-2030 to hold the office from the conclusion of 71st Annual General Meeting to the conclusion of 76th Annual General Meeting to be held in 2030 has been proposed in the notice convening the forthcoming Seventy First Annual General Meeting of the Company for the approval of Members together with fixation of remuneration of Statutory Auditors.

The Auditors Report forming the part of this Annual Report is free from any qualifications, reservations or declaimers.

COMPANIIES (ACCOUNTS) RULES, 2014

Information under section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies(Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo so far as is applicable to the Company are furnished in Annexure-A which forms a part of this Report.

CODE OF CONDUCT

The Company has formulated Code of Conduct in compliance to the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This code of conduct applies to Board Members and Senior Management Personnel of your Company. Confirmations towards adherence to the code during the financial year2024-25havebeenobtainedfromallBoardMembersandSeniorManagementPersonnelintermsoftherequirements of Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and a declaration relating to compliance to this code during the year under review by all Board Members and Senior Management Personnel has been given by the Managing Director of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015 which accompanies this report.

DEMATERIALIZATION OF SHARES

Shares of the Company can only be traded in dematerialized form. You have the option to hold the Companys shares in demat form through National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). 99.58% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2025.

CONSOLIDATED FINANCIAL STATEMENTS

As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the Consolidated Financial Statement of the Company and its group of entities are provided in this Annual Report. The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per relevant Indian Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities income, profits and other details of the Company and its group of entities as a single entity.

The performance and financial position those of its Subsidiaries and Joint Venture Companies considered in the Consolidated Financial Statements are provided in accordance with the provisions of Section129 of Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the note on Accounts containing salient features of the financial statements of the Companys subsidiaries/ joint ventures in form AOC-1. The Company publishes the Audited Consolidated Financial Statements in the Annual Report. As such, Annual Report 2024-2025 does not contain financial statements of the subsidiaries in terms of General Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate Affairs. In terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, financial statements of subsidiaries have been placed at https: //www.wpil.co.in/investor-services.php

COST AUDIT

The Board of Director had on the recommendation of Audit Committee appointed M/s. D.Radhakrishnan & Co., Cost Accountants (Firm Registration No. 000018) as the Cost Auditors of the Company for the financial year 2024-25 under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules,2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the members for ratification at the ensuing Annual General Meeting.

ANNUAL RETURN

A copy of Annual Return of the Company for the financial year ended 31st March, 2024 in Form MGT-7 has been placed on the website of the Company at https: //www.wpil.co.in/investor-services.php. The Annual Return of the Company for the financial ended 31st March, 2025 would be updated on the same link within the stipulated time.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met five times during the Financial Year from 1st April, 2024 to 31st March, 2025. The dates on which the Meetings were held are 25th May, 2024, 2nd July, 2024, 07th August, 2024, 30th October, 2024, and 12th February, 2025.

SECRETARIAL AUDIT

According to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules, 2014, every listed Company to annex with its Board report, a Secretarial Audit Report given by Company Secretary in practice in the form MR-3.

The Board of Directors appointed M/s. Rinku Gupta & Associates, Practicing Company Secretary, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2024-25. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report as submitted to the Company is enclosed in Annexure- C which forms a part of this report.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

Details of Loan, Guarantee or Investments covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2025 are attached in Annexure- E which forms a part of this report.

RELATED PARTY TRANSACTIONS

Contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were on arms length basis but consist of both in the ordinary course of business and otherwise. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meeting. All the transactions which were on arms length basis but not in the ordinary course of business were / approved / ratified by the Board on quarterly basis on the recommendation of Audit Committee. No contract/arrangement with any related party could be considered material in accordance with the Company policy on "Materiality of Related Policy Transactions" or which required reporting in Form No. AOC-2 as per Section 134(3)(h) read with Section 188(1) of the Companies Act, 2013, as amended from time to time, was entered into during the year. There was no materially significant transactions entered into by the Company that could have potential conflict with the interest of the Company at large.

The Board of Directors of the Company has, on the recommendation of Audit Committee, adopted a policy to regulate transactions between Company and related parties, in compliance of applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed to Companys website at https: //www.wpil.co.in/investor-services.php.

The transactions entered by the Company during the financial year with Related Parties have been disclosed in line with the requirement of IND-AS 24 in Note 46 to the financial Statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been a socially responsible corporate and its core value defines the way it operates and create value with the larger society. The companys four basic principle comprising safety, integrity, sustainability and respect form the basis of its CSR policy. The Company is therefore committed to behave responsibly towards people and society at large where it operates to develop social welfare. In line with its CSR Policy, the Company, CSR commitment centres around three thematic areas- Education, Health & Hygiene and Safe Drinking water. In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of the Company had constituted a CSR Committee comprising of three Directors, one of whom is Independent. CSR Committee of the Board has formulated a CSR policy of the Company and recommended same to the Board. The Board had approved the CSR activities undertaken by the Company as recommended by the CSR Committee which are enclosed in Annexure-F. Some of the CSR projects/ initiatives taken up/sustained during the year include distribution of spectacles, arrangement for cataract operations, distribution of books and stationeries for poor students at school run by NGO at Kolkata, and Uttar Kashi, re-imbursement of honorarium paid to teachers engaged in school run by NGO at Purulia & 24 Parganas, arrangement to supply safe drinking water at fifteen villages at Jungle Mahal, in the district of West Midnapur with the aid of Solar Energy from deep tube well through overhead storage tanks with five dispensing points. Further Eight hand pumps deep tube wells were installed respectively at eight villages at 24 Parganas (South.) These fifteen water supply projects installed at fifteen villages and eight hand pumps deep tube wells installed at eight villages at 24 Parganas (South) taken together have catered to the drinking water requirements on day to day basis of about 20,000 villagers. Towards end of the financial year, some of CSR initiatives organized and scheduled to be initiated, could not be undertaken by the Company due to time constraints. However, CSR spending of the Company improved over the years and grew by 32.14% over previous year. The Company would further improve its CSR spending in the next year. The CSR Policy as approved by the Board may be accessed to Companys website at https: // www.wpil.co.in/investor-services.php.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) may be accessed to Companys website at https: //www.wpil.co.in/investor-services.php. During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.

RISK MANAGEMENT

The Risk Management Committee consists of Mr. P. Agarwal (Chairman), Mrs. Samarpita Bose and Mr. K .K. Ganeriwala. The Committee has been entrusted with the task for rendering assistance to the Board in (a) assessing and approving the Companys wide risk management framework; (b) Overseeing that all risks that the organization faces comprising Strategic, financial, Credit, Market, Liquidity, Investment, Property, legal, Regulatory, Reputational and other risks of the Company have been identified and assessed and there is adequate Risk Management Infrastructure in place capable of addressing those risks in time and effectively. The holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving stated objectives.

The Company manages monitors and reports on principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Organizational structures, processes, standards, code of conduct and behaviors all taken together constitute the management system of the Company that governs as to how Company conducts its business and manages risks associated with it.

The Company has introduced several improvements to integrated Enterprises Risk Management, internal control management and assurance framework and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control supplemented by Internal Audit and assurance activities. The integration is enabled by all three being fully aligned across group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Going forward, the criticality of Risk Management an organization faces, the CompanyisconstantlystrivingfordevelopingastrongcultureforRiskManagementandawarenesswithintheorganization across all verticals.

The Company has a risk policy with a view to provide a more structured framework for proactive management of all risks related to the business of the Company and to make it more certain that the growth and earnings targets as well as the strategic objectives are met.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate Internal Financial Controls with reference to financial statement. During the year such controls were tested and no reportable material weakness in the design and operation has been noticed.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, as amended are provided in Annexure – G. Pursuant to provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5 (2) of the Companies (Appointment and Managerial personnel) Rules,2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn is annexed to and forms a part of this report. However, having regards to the provisions of first proviso of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to all the Members of the company excluding this information. The aforesaid statement is available for inspection in electronic form up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may send an e-mail to the Company Secretary at uchakravarty@wpil.co.in and same will be furnished on request. The said information may be accessed at the website of the Company. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) (i), are furnished in Annexure I. However, information as to the requirements under 5(2) (ii) & (iii) of the Companies (Appointment and Managerial Personnel) Rules, 2014, as amended are not furnished since there was no employee during the year who was in receipt of remuneration set out in the said Rules.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Directors of the Company.

The Board evaluated its performance after considering the inputs received from all Directors based on the Criteria comprising composition and structure of the Board with diverse background and experience, flexible and effective board procedures, inflow of the right amount and quality of timely information and functioning etc.

The Board evaluated performance of its Committee after considering the inputs received from all Committee Members based on the Criteria involving composition of the Committee with diverse experience and skill, effectiveness of the Committee etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as, contribution of the Individual Directors to the Board and Committee Meetings like preparedness on the issue to be discussed meaningful and constructive contribution, inputs in meetings, updated on skill, knowledge, familiarity with Company and its business etc. Similarly, Board evaluated the performance on the Chairman based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issue and concerns raised by the Members of the Board etc. The evaluation of Independent Directors had been undertaken by the entire Board of Directors except Independent Directors who was subject to evaluation. The evaluation of Independent Directors were primarily focused on performance of Director together with fulfillment of Criteria of Independence as specified in SEBI ( Listing Obligations and Disclosure Requirements) Regulations,2015 as amended by SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018.

The Independent Directors at their separate meeting evaluated the performance of Board as a whole, and performance of Non-Independent Directors after taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting held following the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed.

INVESTOR SERVICES

In compliance to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has dedicated a separate page for Investors Services in its Website at https: //www.wpil.co.in/investor-services.php.This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company keeps on updating these particulars as and when necessary.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company has made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. Further the company has complied with all applicable secretarial standards during the year as prescribed by The Institute of Company Secretaries of India and this disclosure is made in conformity with the requirements of revised version of secretarial standards SS-1 issued by The Institute of Company Secretaries of India.

PUBLIC DEPOSITS

The company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and no public deposits were outstanding or remained unclaimed as on 31st March, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulator or Courts or Tribunal that would impact the going Concern status of the Company and its future operations.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to provide and promote a safe healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment. No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.

The Company has laid down policy on prevention, prohibition and redressal of Sexual harassment of women in the work place in line with the provisions of the Sexual harassment of the women at work place (Prevention, Prohibition and Redressal) Act, 2013. This Policy of the Company may be accessed to Companys website at https://www.wpil.co.in/ investor-services.php

MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments affecting the financial Position of the Company, which has occurred during the financial year to which these financial statements relate and date of this report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of any fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013. Therefore no further disclosures are required under Section 134(3)(ca) of the Companies Act, 2013.

COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES.

In terms of circular SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November, 2018 and pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors, is of opinion that the Company does not deal with products which requires it to enter into forward contract to hedge against price fluctuation that may end up in a substantial loss.

GREEN INITIATIVE

The Company has taken initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report and disseminating other information in electronic format to all those Members whose email address are available with the Company. The Ministry of Corporate Affair through its General Circular No 09/2024 dated 19.09.2024, General Circular No 09/2023 dated 25.09.2023, General Circular No 12/2022 dated 28.12.2022, 2/2022 dated 05.05.2022 read with General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2021 dated 13.01 2021, General Circular No. 19/2021 dated 08.12.2021 and General Circular No. 21/2021 dated 14.12.2021, has prescribed that financial statements (including Board Report, Auditors Report and other documents required to be attached therewith), shall be sent only by e-mail to the Members. Further, Securities and Exchange Board of India, through its Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12th December, 2024 has extended relaxation till 30th September, 2025 from applicability of Regulation 36(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires sending hard copy of Annual Report containing the salient features of all the documents prescribed in section 136 of the Companies Act,2013 to the shareholders who have not registered their email addresses. Accordingly, those members have not yet registered their e-mail ID with the Registrar and Transfer Agent of the Company or their depository participants may do the same forthwith in accordance with procedure mentioned in the notice convening Seventy First Annual General Meeting for receiving Annual Report and other communications in electronic form and participation in e-voting. Further SEBI vide its circular no. SEBI/ HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make payment of dividend to the shareholders through approved electronic modes and also directed that updated Bank Details of the shareholders must be maintained by the Companies and if not available, the same must be obtained from the concerned shareholders. The Members are requested to ensure compliances of these requirements.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Ministry of Corporate Affairs through gazette notification dated 24th March, 2021, prescribed certain disclosures to be made by the Company in its Board Report as to particular of application filed during the year under Insolvency and Bankruptcy Code, 2016 including status of cases pending at the end of the year are provided in annexure-H

LARGE CORPORATE DISCLOSURE FOR FUND RAISING THROUGH DEBT SECURTIES

As on 31st March, 2025, your Company did not have any long-term borrowing. As a result of the same, your Company does not meet the criteria specified by SEBI for large corporates for fund raising through debt securities.

CHANGE IN THE NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

ONE-TIME SETTLEMENT WITH THE BANKS AND FINANCIAL INSTITUTIONS

No one-time settlement with Banks or Financial Institutions were entered into during the year.

STOCK SPLIT/SUB-DIVISION OF EQUITY SHARES OF THE COMPANY

The Board of Directors of the Company at its meeting held on May 25, 2024 subject to the approval of the Shareholders of the Company recommended to sub-divide 1 (one) Equity share of Rs. 10 each fully paid up into 10 (ten) Equity Shares of Rs. 1/- each fully paid up. Subsequently the shareholders of the Company accorded consent to the Company to sub-divide 1 (one) existing equity shares of Rs. 10/- each into 10 (ten) Equity Shares of Rs. 1/- each fully paid up on 30th June, 2024 through postal ballot, the effect of which had been given to the existing account of all shareholders on record date on July 12,2024.

DISCLAIMER

Statement in the management discussion and analysis and Directors Report describing the Companys strength, projections and estimates are forward-looking statements and progressive within the meaning of applicable laws and regulations though the Company believes expectations reflected in such forward looking statements are reasonable. However, no assurance can be given that such expectations will prove to have been correct. Actual results may vary from those expressed and implied, depending upon the economic conditions, Government Policies and other incidental factors. Readers are cautioned to repose undue reliance on the forward looking statements.

ANNEXURES FORMING PART OF THIS REPORT

Annexure	Particulars
A	Conservation of energy, technology absorption, foreign exchange earning and outgo.
B	Report on Corporate Governance
C	Secretarial Audit Report
D	Business Responsibility and sustainability Report
E	Particulars of Loans, Guarantees and Investments under 186 of the Act
F	Report on Corporate Social Responsibility (CSR) activities.
G	Particulars of Employees and Related Disclosures
H	Status of cases under IBC 2016 pending as on 31.03.2025.
I	Disclosures of remuneration and other particulars as prescribed under the provisions of section 197 of the Companies Act, 2013

ACKNOWLEDGEMENT

TheDirectorstakethisopportunitytoexpresstheirwhole-heartedappreciationfortheunstintedsupportandco-operation received from the Central Government, various State Governments and Government undertakings, Banks, Financial Institutions, Customers and Shareholders during the year under review. The Directors also wish to place on record their appreciation for the service rendered by the employees at all levels in the Company and for their valuable contributions towards the performance of the Company.

	For and on behalf of Board of Director of WPIL Limited
	(CIN:L36900WB1952PLC020274)
	P.AGARWAL	Managing Director
	DIN00249468
Place : Kolkata	K.K.GANERIWALA	Executive Director
Date : 23rd May, 2025	DIN00408722