WPIL Ltd Directors Report

DIRECTORS REPORT

TO THE MEMBERS

The Directors of the Company have the pleasure in presenting their 72^nd Annual Report on the business and operations of the Company for the financial year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS (STANDALONE)

		(Rs. in Lacs)
	2025-26	2024-25
Total Income	80,114.28	1,17,784.66
EBITDA	19,647.53	22,671.47
Interest	3,238.03	2,648.92
Depreciation & Amortization	863.79	688.31
PBT	15,545.71	19,334.24
Provision for Taxation	3,852.42	4,949.90
PAT	11,693.29	14,384.34

OPERATIONS

The performance for the standalone company was mixed with robust product division performance by revenue and profitability offset by subdued performance of the project division due to sector constraints. The company had revenues of 801cr in 2025-26 against 1178 crores in 2024-25. The profit after tax for the year dropped to 117crores from 144 crores in 2024-25, primarily due to lower revenues. Improved margins at the product division were offset by lower execution at the project division.

The outlook remained strong with record order books at the product division and the announcement of Jal Jeevan Mission 2 with enhanced outlay by the Government removing uncertainty of the schemes and release of central funds providing visibility on outstanding dues. Going forward, the strong enquiry pipeline with renewed demand in power and steel sectors along with the water wastewater sector provides a medium sustained growth outlook.

International business operations delivered major improvement in revenue with INR 1136 crores in FY 2026 against INR 668 crores in FY 2025.

The Company continues to focus on development of the product division through new higher efficient pump models, enhancement of manufacturing infrastructure and innovative pumping solutions. The project division remains focussed on completion of existing projects and providing strong O&M services to commissioned projects while judiciously evaluating new project opportunities in the domestic water sector.

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 rupees 2/- on each equity share of Rs. 1/- fully paid up for the year ended 31st March, 2026. The dividend distribution policy of the Company may be accessed to web-link at https://www.wpil.co.in/investor-lounge/policies/

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, 31st July, 2026 or to their mandates subject however, to the provisions of Section 126 of the Companies Act, 2013.

Further, as per Regulation 12 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule I amended with effect from 19.11.2025, dividend amount shall be paid only through electronic mode of payment facility approved by the Reserve Bank of India.

Pursuant to finance Act, 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and in terms of Section 393 (1) of the Income Tax Act, 2025, (the Act), the Company is required to deduct tax at source (TDS) at the time of payment of dividend in accordance with the relevant provisions of the Act.

TRANSFER TO RESERVE

The Board of Directors proposes to transfer Rs. 80 Crores to the General Reserve. An amount of Rs.600 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 2017-18 of Rs. 2,82,816/- 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, 8,77,020 Ordinary shares in respect of which dividend remained unpaid/unclaimed for seven consecutive years had been transferred 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, 32963 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

The Global economic landscape in FY 2025-26 was marked by persistent challenges tempered by cautious optimism. The Middle East war and geopolitical tensions in other geographies continues to impact the global economy. Econnomies continue to grapple with trade uncertainties, elevated inflation and geopolitical tensions that have reshaped international commerce. The conflicts have resulted in sharp increase in energy prices, inflation and supply chain disruption globally, the impact of which were significant in India as well. Slowly but steadily, these conflicts are also affecting global trade as globalization initiatives are giving way to bilateral/multilateral trade bloc. Amidst these global headwinds our international business shows character with major improvement in revenue.

Against this backdrop, India has emerged as a beacon of stability and growth. Indian economy demonstrated remarkable resilience, maintaining a robust growth trajectory of 7.6% in FY 2025-26 significantly outpacing global averages. The performance reflects Indias strong domestic demand, strategic infrastructure investment and governments commitment to economic reform. Both public and private capital investment in the core sector is expected to drive consistent all-round economic growth.

C. OPERATIONAL REVIEW

DOMESTIC OPERATIONS

The company domestic revenues for 2025-26 were at 801cr versus 1178cr in 2024-25 while profit after tax was at 116.9cr versus 143.8cr in 2024-25. The strong performance of the product division was offset by subdued revenues at the project division due to sector constraints. However, overall operating margins of the domestic business were improved.

PRODUCT DIVISION

The product division revenues for 2025-26 grew to 374cr versus 323cr in 2024-25 and with a record order book there is a strong growth outlook for the medium term.

The Assembled to order segment where pumps are manufactured to suit installations and typically serve municipal and industrial sectors. This segment revenues were stable at 190cr however, the outlook is robust with growing enquiries from the water and wastewater sector.

The Engineered to order segment where pumps are designed and manufactured for special applications and serves large fow requirements in the irrigation and power sectors. This segment revenues increased to 184cr versus 133cr in 2024-25. The orderbook and enquiry pipeline is majorly focused in this segment with power and river linking being the main drivers.

The division is planning necessary brownfield expansions to support its growing orderbook.

PROJECT DIVISION

The project division revenues were majorly affected at 391cr versus 823cr in 2024-25 due to sector constraints. The division continues to focus on project execution and commissioning and this reflects in a number of projects commissioned in the year and more expected in 1st half of FY2027. The O&M activities have started picking up as projects are commissioned and is expected to gather momentum in FY2027.

The domestic project division outlook is improving with the approval of Jal Jeevan Mission 2 with enhanced outlay which should lead to release of central funds and announcement of new tender opportunities. The division is confident of an improved performance in the latter half of FY2027 with the improving scenario. Also, the division will be cautiously reviewing new tender opportunities to strengthen its order book.

The International project division established in FY2025 with the South African subsidiaries Eigenbau and PCI along with MISA in Italy had a strong year with growing revenues and securing large contracts at PCI. This provides a robust outlook for this Division in the medium term and will be a focus area for the company.

INTERNATIONAL OPERATIONS GRUPPO ATURIA

This performance of Gruppo Aturia remained stable and the outlook is positive based on the developments in the middle east which have created new opportunities.

MISA successfully completed its legacy contracts and has a good tender pipeline with improving prospects.

WPIL SOUTH AFRICA

WPIL South African business is fast growing to a major contributor to the International business with revenues improving to 482cr versus 177cr in FY25 supported by the new acquisitions.

The pumps business of APE Pumps and M&P SA had an excellent year with growing demand in both the water supply and power sector.

The project business of Eigenbau and PCI SA had strong years and the new large contracts received in the year provides strong growth visibility over the medium term. The penetration of PCI SA into the growing South African wastewater sector using specialized technologies augurs well for the future.

STERLING PUMPS, AUSTRALIA

Sterling Pumps had a stable year supported by the water and mining sectors while United Pumps successfully executed its old contracts and is now strongly placed in the Australian oil &gas and LNG markets.

WPIL THAILAND

WPIL Thailand had a record year crossing 1 billion baht revenue and strengthening its position in the Thai irrigation and drainage markets.

CLYDE PUMPS INDIA (P) LTD.

Clyde Pumps India also had a great year with improving revenues and margins supported by exports to the MENA region. A strong order book provides a positive outlook.

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

The Current geo-political situation all over the world is very disturbing. The on-going geo-political developments have impacted the sentiments of all the economies worldwide. The ongoing war between US and Iran has impacted adversely on the development of global economies. This makes it imperative for the Company to prepare for volatility in its global markets and the strategy remains to build core competencies across products and services in its focus areas and continue to diversify across geographies in the flow solutions sector. The Company is actively leveraging technology and penetrating new market segments to maintain its growth, market leadership and continued success.

Due to rapid urbanization and emerging recognition of the importance of water and due to scarcity its availability creates a big opportunity for your company to cater to end to end water solution in India and globally to provide improved living standards as per United nations guidelines.

The biggest concern remains geo political risks especially with the breakdown of global trade and the impact of rising energy costs on global economies. This would have a negative effect on investment in public 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 brief 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 702 employees on the roll (excluding manpower on contractual basis) at the end of the year under review as against 687 (excluding manpower on contractual basis) of previous year.

H. SIGNIFICANT CHANGE IN KEY FINANCIAL RATIOS.

During the financial year under review, significant changes in some key financial ratios were noticed, which include Current Ratio, Debt Service Coverage Ratio, Return on Equity Ratio, Inventory turnover Ratio, Trade Receivable & trade Payable turnover Ratio, Capital turnover Ratio and Return of Capital employed 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) Regulations, 2015 as amended 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-lounge/policies/

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 as amended time to time.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. K.K.Ganeriwala (DIN 00408722) and Mr. Debraj Roy (DIN 10492039) retire by rotation and being eligible, offer themselves for re-appointment.. During the year, Mr. Prakash Agarwal (DIN 00249468) and Mr. K.K.Ganeriwala (DIN 00408722) had been re-appointed as Managing Director and whole-time Director designated as Executive Director respectively for a period of three years with effect from 1st November, 2025 with the approval of shareholders through postal Ballot on recommendation of Board of Directors. Similarly, Mr. B.P.Khare (DIN 02288814) had been re-appointed as whole-time Director designated as Executive Director (Operations) for a period of three years with effect from 1st March, 2026 with the approval of shareholders through postal Ballot on recommendation of Board of Directors.

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) Rules 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-lounge/policies/

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-lounge/policies/

AUDITORS

Pursuant to the requirements of Section 139 of the Companies Act, 2013, and based on the approval of Members at the Seventy First Annual General Meeting, Messers. Salarpuria & Partners, Chartered Accountants, (ICAI Firm Registration No. 302113E) had been re-appointed as Statutory Auditors, of Company for second Consecutive term of further five years 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, As such no resolution to this effect has been proposed in the notice convening the forthcoming Seventy Second Annual General Meeting of the Members the Company.

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 year2025-26 have been obtained from all Board Members and Senior Management Personnel in terms of the requirements 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). 99.66% of the total equity share capital of the Company was held in dematerialized form with NSDL and CDSL as on 31st March, 2026.

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 2025-2026 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) Regulations, 2015 as amended time to time. financial statements of subsidiaries have been placed at https://www.wpil.co.in/investor-lounge/annual-reports-of-subsidiaries/

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 2025-26 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, 2025 in Form MGT-7 has been placed on the website of the Company at https://www.wpil.co.in/investor-lounge/annual-reports/. The Annual Return of the Company for the financial ended 31st March, 2026 would be updated on the same link within the stipulated time.

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met six times during the Financial Year from 1st April 2025 to 31st March, 2026. The dates on which the Meetings were held are 23rd May, 2025, 5th August, 2025, 30th October,2025, 07th November, 2025, 02nd February, 2026 and 24th March, 2026.

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 Members of the Company, at Seventy First Annual General Meeting, on the recommendation of Board of Directors had appointed M/s. Rinku Gupta & Associates, Peer reviewed and Practicing Company Secretary, as Secretarial Auditors for a consecutive period of five years with effect from the financial year 2025-26 to conduct the Secretarial Audit of the Company. The Secretarial Audit Report submitted in form MR-3 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 INVESTMENTS AND GUARANTEE

Details of Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 as on 31st March, 2026 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) Regulation, 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 https://www.wpil.co.in/investor-lounge/policies/ 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 enhancement of vocational skill. 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 adjoining Districts and teachers salary paid for running Computer training school at Jaynager, district, 24-Parganas (South).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. 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-lounge/policies/.

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-lounge/policies/. 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), Mr. K .K. Ganeriwala and Mrs. Samarpita Bose. 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 Company is constantly striving for developing a strong culture for Risk Management and awareness within the organization 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 statements. 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) Regulation, 2015, as amended time to time. 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 time to time.

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 as amended time to time, the Company has dedicated a separate page for Investors Lounge in its Website at https:/ /www.wpil.co.in/investor-lounge/.This page contains particulars for the information of Investors as prescribed under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended time to time. 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, 2026.

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-lounge/policies/.

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 as amended time to time, 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 03/2025 dated 22nd September, 2025, 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. 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 Second Annual General Meeting for receiving Annual Report and other communications in electronic form and participation in e-voting. Pursuant to Regulation 12 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule I amended with effect from 19.11.2025, dividend amount shall be paid only through electronic mode of payment facility approved by the Reserve Bank of India. Further, SEBI vide its circular No. SEBI/HO/MIRSD/ DOP1/CIR/2018/73 dated 20.04.2018 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, 2026, 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.

NEW LABOUR CODES

Indias New Labour Codes are a sweeping overall of the Countrys employment ecosystem replacing 29 fragmented, colonial-era laws with four unified codes (Code of Wages 2019, the Industrial Relation Code ,2020, the code on Social Seccurity,2020 and occupational safety, health and working condition code, 2020) implemented completely on November 21,2025. The Labour Codes among other things introduce changes including a uniform definition of wages.

Accordingly, in the financial statement, the Company has assessed and accounted for these changes in accordance with the guidance issued by The Institute of Chartered Accountants of India and base on actuarial value towards additional amount of gratuity and Leave Encashment as past service cost to give effect to revised definition of wages under Lavour Codes.

CHANGE OF ADDRESS OF SITUATION OF REGISTERED OFFICE.

The stakeholders are being informed that during the year under review, the address of the situation of Registered office of the Company has been changed from "Trinity Plaza (3rd Floor) 84/1A, Topsia Road (South), Kolkata-700046 to Godrej Genesis Building, Unit 1404, 14th Floor, Salt Lake, Sector-V Kolkata-700091" All the stakeholders are hereby requested to correspond with the Company, whenever required, at the changed address positively going forward.

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 Investments and Guarantees 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 31.03.2026.
I	Disclosures of remuneration and other particulars as prescribed under the provisions of section 197 oi the Companies Act, 2013

ACKNOWLEDGEMENT

The Directors take this opportunity to express their whole-hearted appreciation for the unstinted support and co-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
	DIN 00249468
Place : Kolkata	K. K. GANERIWALA	Executive Director
Date : 19th May, 2026	DIN 00408722