Wim Plast Ltd Directors Report

To the Members of Wim Plast Limited

Your Companys Directors are pleased to present herewith the 36^th Annual Report of the Company, along with the Audited Financial Statements for the Financial Year ("F.Y.") ended March 31, 2024.

1. FINANCIAL SUMMARY

The Boards Report is prepared based on the standalone financial statements of the Company. The Companys financial performance for the year under review alongwith previous years figures is given hereunder :

( Rs. in Lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2023-24	F.Y. 2022-23	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	34,283.59	32,942.57	34,283.59	33,061.73
Other Income	2,470.30	1,028.58	2,470.65	1,097.00
Total Revenue	36,753.89	33,971.15	36,754.24	34,158.73
Profit before Interest, Depreciation and Tax	8,557.45	6,882.08	8,557.29	6,997.61
Less:
Finance Cost	10.40	11.00	10.40	11.00
Depreciation	1,191.60	1,428.16	1,191.60	1,428.69
Tax Expenses	1,782.40	1,364.65	1,782.43	1,375.88
Profit after Tax	5,573.05	4,078.27	5,572.86	4,182.04
Less : Share of Non-Controlling Interest		-	-	13.13
Net Profit for the year	5,573.05	4,078.27	5,572.86	4,168.91
Other Comprehensive Income	40.38	(36.10)	40.38	(36.09)
Total Comprehensive Income	5,613.43	4,042.17	5,613.24	4,132.82

2. COMPANYS PERFORMANCE

On a consolidated basis, the revenue from consolidated operations for F.Y. 2023-24 stood at Rs. 34,283.59 Lakhs as compared to Rs. 33,061.73 Lakhs for the F.Y. 2022-23, thereby recording an increase of 3.70%. The Profit after tax for the year increased from Rs. 4,182.04 Lakhs in F.Y. 2022-23 to Rs. 5,572.86 Lakhs in F.Y. 2023-24, recording an increase of 33.26%.

On a standalone basis, the revenue from standalone operations for F.Y. 2023-24 stood at Rs. 34,283.59 Lakhs as compared to Rs. 32,942.57 Lakhs for the F.Y. 2022-23, thereby recording an increase of 4.07%. The Profit after tax for the year increased from Rs. 4,078.27 Lakhs in F.Y. 2022-23 to Rs. 5,573.05 Lakhs in F.Y. 2023-24, recording an increase of 36.65 %.

During the F.Y. 2023-24, the total revenue in plastic, furniture & allied products increased by 1.17% as compared to the previous F.Y. whereas the revenue from other segments/ products (moulds) increased by 88.02% as compared to the previous F.Y.

3. STATE OF COMPANYS AFFAIRS

Discussion on state of Companys affairs has been covered as part of the Management Discussion and Analysis for the year under review.

4. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Rs. 10.00 (Rupees Ten Only) i.e. 100% per equity share of face value of Rs. 10/- each for the F.Y. 2023-24 aggregating to a total payout of Rs. 1,200.33 Lakhs i.e. 21.54% of the standalone net profit Company for F.Y. 2023-24, subject to approval of Members at the ensuing 36^th Annual General Meeting ("AGM") of the Company and shall be paid within the statutory period to those Members whose names appear in the register of Members, holding shares either in physical form or in dematerialized form on the close of Friday, August 02, 2024. In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at www.cellowimplast.com/company-policies/.

5. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the ‘Retained Earnings.

6. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

The Company had transferred an amount of Rs. 7,77,036/- to the IEPF Authority on May 06, 2023 towards balance lying in respect of final dividend of the F.Y. ended 2015-16 and thereafter, had transferred corresponding 1,621 shares held by 18 shareholders to the IEPF Authority.

Shareholders /claimants whose shares, unclaimed dividend have been transferred to the aforestated IEPF Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on https://www.iepf.gov.in/content/iepf/global/master/Home/Home.html) along with requisite fee as decided by the IEPF Authority from time to time.

Further, the Company shall be transferring the unclaimed dividend for the F.Y. 2016-17 to the IEPF Account on or before September 11, 2024. The Company shall also be transferring the shares, on which the dividend has remained unclaimed for a period of seven consecutive years, to the IEPF Account simultaneously on the same date.

Members are therefore requested to ensure that they claim the dividends referred above before they are transferred to the said Fund.

Details of unpaid and unclaimed amounts lying with the Company as on as on last AGM date i.e. August 11, 2023 have been filed with Ministry of Corporate Affairs.

7. SHARE CAPITAL

As at March 31, 2024, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs. 12,00,33,600/- (Rupees Twelve Crores Thirty Three Thousand and Six Hundred Only) divided into 1,20,03,360 (One Crore Twenty Lakhs Three Thousand Three Hundred and Sixty Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 ("Act"), read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure I (A) and forms part of this Report.

Other details in terms of Section 197(12) of the Act, read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure I (B) and forms part of this Report.

9. SUBSIDIARY COMPANY/ JOINT VENTURE/ASSOCIATE COMPANY

As at March 31, 2024 your Company has one (1) non-material Subsidiary Company - Wim Plast Moulding Private Limited (Wholly-owned) having business of manufacturing of consumer products.

A Statement containing salient features of the financial statements of the Subsidiary Company in Form AOC-1 forms part of this

Annual Report as Annexure - II.

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company atwww.cellowimplast.com. Further, as per the fifth proviso of the said Section, audited annual accounts of the Subsidiary Company have also been placed on the website of the Company at www.cellowimplast.com. There has been no material change in the nature of business of the said company. The Company does not have any joint venture or associate company.

10. PUBLIC DEPOSITS

During the F.Y. 2023-24, the Company has not accepted any public deposits covered under the Act. As on 31^st March 2024, there were no deposits which were unclaimed and due for repayment.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - III to this report.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board comprised of 9 (Nine) Directors namely, Mr. Pradeep G. Rathod, Mr. Pankaj G. Rathod, Mr. Gaurav P. Rathod, Mr. Sumermal M. Khinvesra, Mr. Mahendra F. Sundesha, Mr. Pushapraj Singhvi, Mr. Sudhakar L. Mondkar, Ms. Rasna R. Patel and Mr. Piyush S. Chhajed.

During the year, Ms. Karishma H. Parekh, Non-Executive Director (DIN: 06884681), had tendered her resignation from the Board of Directors of the Company from the conclusion of Board meeting held on 9^th February, 2024, due to personal commitments outside the organization. The Board extended its sincere appreciation for the contribution made by Ms. Karishma H. Parekh to the Company and her active participation in the decision making process of the Board. The Board also thanked her for her time and dedication over the years during her tenure as a Non-Executive Director of the Company and wished success in her future endeavors.

Also, Mr. Sumermal M. Khinvesra (DIN: 02372984), Mr. Pushapraj Singhvi (DIN: 00255738) and Mr. Mahendra F. Sundesha (DIN: 01532570), Independent Directors, ceased to be Directors of the Company w.e.f. 1^st April, 2024, since they completed their second term of office as Independent Directors of the Company as on close of business hours on 31^st March, 2024.The Board thanked the Independent Directors for the valuable contribution made by them during their tenure as Independent Directors of the Company and wished them the best for their future endeavors.

As on 31^st March, 2024, there was no disqualification of any Director pursuant to Section 164(1) or Section 164(2) of other details with respect to Board of Directors are given in Corporate Governance section forming part of this Report.

In accordance with the provisions of the Act and as per Articles of Association of the Company, Mr. Gaurav P. Rathod (DIN:

06800983), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, he offered his candidature for re-appointment. Accordingly, the proposal of his re-appointment has been included in the Notice convening the 36^th AGM of the Company as the Board recommends his re-appointment.

Further, pursuant to the provisions of the Act and based on the recommendation of the Nomination and Remuneration Committee, re-appointment and terms of remuneration of Mr. Pradeep G. Rathod (DIN: 00027527) as the Managing Director cum Key

Managerial Personnel (KMP) & CEO of the Company, for a period of 5 (five) years commencing from 29^th June, 2024 to 28^th June, 2029 (both days inclusive), is placed for the approval of the Members through a Special Resolution at the 36^th AGM.

Based on the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on May 22, 2024, approved re-appointment of Mr. Piyush S. Chhajed (DIN: 02907098) as Non- Executive Independent Director for a second term of

5 (five) consecutive years effective from March 14, 2025 to March 13, 2030, subject to approval of at the ensuing AGM of the Company.

Additional information on Directors recommended for re-appointment as required under Regulation 36(3) of the SEBI Listing Regulations at ensuing AGM is given in the Notice convening 36^th AGM.

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. In the opinion of the Board, all the Independent

Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

The Company has received the following declarations from all the Independent Directors confirming that:

(i) They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as

Independent Directors of the Company and

(ii) They have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate

Affairs (IICA).

As on March 31, 2024 the Company has following Key Managerial Personnel (KMP):

Sr. No. Name	Designation
1. Mr. Pradeep G. Rathod	CEO, Chairman and Managing Director
2. Mr. Pankaj G. Rathod	Joint Managing Director
3. Mr. Madhusudan R. Jangid	Chief Financial Officer
4. Ms. Darsha Adodra	Company Secretary and Compliance Officer

There was no change in the KMP during the year under review.

13. COMMITTEES OF THE BOARD

The Board has constituted necessary Committees pursuant to the provisions of the Act, rules framed there under and SEBI Listing Regulations.

As on 31^st March, 2024, the Board has the following Committees:

Sr. No. Name of the Committee

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Risk Management Committee

5. Corporate Social Responsibility Committee

Mr. Sumermal M. Khinvesra, Mr. Pushapraj Singhvi and Mr. Mahendra F. Sundesha ceased to be Directors of the Company w.e.f. 1^st April, 2024. Following this change, the Board Committees stood re-constituted w.e.f. 1^st April, 2024. The details of reconstitution are mentioned in the Corporate Governance Report section forming part of this Annual Report.

The Board has accepted all the recommendations of the above committees. The details about Composition of Committees and their Meetings are incorporated in the Section of Corporate Governance Report forming part of this Report.

14. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for F.Y. 2023-24 will be available on the Companys website at web link: https://www.cellowimplast.com/annual-report/.

15. NUMBER OF MEETINGS OF THE BOARD

During the year 2023-24, Four (4) Board Meetings were held on 29^th May 2023, 7^th August 2023, 10^th November 2023, and 9^th February, 2024 respectively. The maximum time-gap between any two consecutive meetings did not exceed 120 days. Further details regarding Board Meetings are given in the Section of Corporate Governance Report which forms part of this Report.

16. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance of the SEBI Listing Regulations, the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such programme are available on the website of the Company and may be accessed through the web link: https://www.cellowimplast.com/news/.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, Directors state that: a) In the preparation of Annual Accounts for the year ended on March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same; b) The Directors have 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 F.Y. on March 31, 2024 and the profit of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared Annual Accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Act and Regulation

25 of SEBI Listing Regulations. They confirm that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and under Regulation 16(1)(b) of SEBI Listing Regulations.

19. NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management of the Company. The Nomination and Remuneration Committee is fully empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc. The policy is available at Companys website at https://cellowimplast.com/company-policies/.

The other details with respect to committee composition and meetings are given in the Section of Corporate Governance Report annexed to this Report.

20. AUDITORS & THEIR REPORT a) Statutory Auditor:

In terms of Section 139 of the Act, M/s Jeswani & Rathore, Chartered Accountants (FRN: 104202W) have been appointed as

Statutory Auditor of the Company to hold office for a further term of five (5) years from the conclusion of 34 ^th AGM till the conclusion of the 39^th AGM of the Company.

The Statutory Auditor have confirmed their eligibilityandsubmittedthecertificatein writing that they are not disqualified to hold the office of the Statutory Auditor. Further, in terms of the SEBI ListingRegulations,theAuditorhaveconfirmedthat they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Statutory Auditor M/s. Jeswani & Rathore, Chartered Accountants have issued their reports on Financial Statements for the year ended March 31, 2024. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditors Report.

b) Secretarial Auditor:

In compliance with the provisions of Section 204 and other applicable provisions of the Act, the Board of Directors had appointed M/s. HSPN & Associates LLP (formerly known as HS Associates), Practicing Company Secretaries (COP: 1483), as Secretarial Auditor to undertake secretarial audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report in Form MR-3 is attached herewith marked as Annexure - IV and forms an integral part of this report. The Report does not contain any disqualification.

The Board has re-appointed M/s HSPN & Associates LLP, Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the F.Y. 2024-25. During the F.Y. 2023-24, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

c) Internal Auditor:

The Board has re-appointed M/s. B. P. Shah & Co., Chartered Accountants (FRN – 109517W), as the Internal Auditor of the Company for the F.Y. 2024-25.

d) Cost Auditor:

The Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of Section

148 of the Act. Accordingly, the Company has made and maintained such accounts and records.

The Board had appointed Mr. Pradip Mohanlal Damania, Cost & Management Accountant, (FRN: 101607) as the Cost Auditor of the Company for the F.Y. 2023-24. The Cost Audit Report for F.Y. 2022-23 has been duly filed with the Ministry of Corporate Affairs, within the prescribed time limit. Being eligible and willing to be re-appointed as Cost Auditor, Mr. Pradip

Mohanlal Damania was appointed as the Cost Auditor of the Company for the F.Y. 2024-25 by the Board of Directors, upon the recommendation of the Audit Committee.

A resolution seeking Members approval for remuneration payable to Cost Auditor forms part of the Notice of the 36^th AGM of the Company and same is recommended for your consideration.

The Cost Auditor has certified that his appointment is within the limits of Section 141(3)(g) of the Act and that he is not disqualified from appointment within the meaning of the said Act.

21. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

23. TRANSACTIONS WITH RELATED PARTIES

All the transactions with Related Parties were placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature.

All transactions entered into with related parties during the year were on arms length basis, largely in the ordinary course of business and in line with the threshold of materiality defined in the Companys policy on Related Party Transactions & are in accordance with the provisions of the Act and Rules issued thereunder and Regulation 23 of SEBI Listing Regulations. During the F.Y. ended March 31, 2024, there were no transactions with related parties which qualify as material transactions.

The details of the Related Party Transactions are set out in Note 35 to the standalone financial statements forming part of this

Annual Report. The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure – V to this Report. The Policy on Related Party Transactions as approved by the Board is also uploaded on the Companys website at https://www.cellowimplast.com/company-policies/.

24. CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW

The Consolidated Financial Statements of the Company for the F.Y. 2023-24 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by SEBI Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company and the Subsidiary Company as approved by their respective Board of Directors. A statement containing the salient features of the Financial Statements of Subsidiary Company in the prescribed format AOC-1 is annexed herewith as Annexure - II to this Report. The statement also provides the details of performance and financial position of the Subsidiary Company.

Also, a statement on Cash Flow statement as required under Regulation 34(2)(c) of SEBI Listing Regulations, forms part of the Annual report 2024.

25. RISK MANAGEMENT

The Board has constituted Risk Management Committee headed by an Independent Director. The key risks pertaining to the Company and mitigating actions are placed before the Audit Committee. A Risk Management Policy is framed to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. The Risk Management policy of the Company is available on Companys website at https://www.cellowimplast.com/company-policies/. The details of the Risk Factors and the Committee composition and meetings are provided in the Section of the Corporate Governance Report forming part of this Report.

26. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report, forming part of this Report. The policy is available on the website of the Company at https://www.cellowimplast.com/company-policies/.

During the year, CSR expenditure incurred by the Company was Rs. 92.00 Lakhs. The annual report on CSR activities undertaken during the F.Y. 2023-24 is in accordance with the provisions of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure-VI to this Report. During the year, the Company had successfully completed its CSR obligation.

27. EVALUATION OF BOARD

Pursuant to the provisions of the Act and provisions of SEBI Listing Regulations, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non - Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration, Corporate Social Responsibility as well as Stakeholders Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

28. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section 134 of the Act and Rules framed thereunder and pursuant to Regulation 34(2)(d) of the SEBI Listing Regulations, the Report on Corporate Governance along with necessary certificates is set out inAnnexure – VII and forms part of this Report. Also, the statement of Management Discussion and Analysis as required under Regulation 34(2)(e) of SEBI Listing Regulations giving details of the overview, industry structure and developments, performance of the Company, state of affairs of the Companys operations etc. forms part of this report as Annexure -VIII.

29. LISTING OF SHARES

The shares of the Company are listed on BSE Limited ("BSE"). The applicable listing fees upto F.Y. 2024-25 have been duly paid to BSE.

30. CHANGE IN THE NATURE OF BUSINESS

During the period under review, there is no change in the nature of business of the Company.

31. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF F.Y.

AND TILL THE DATE OF SIGNING OF REPORT

There were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the F.Y. and the date of this Report.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant material orders passed by the Regulators / Courts / Tribunals during the previous year which would impact the going concern status of the Company and its future operations.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism / Whistle Blower Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. A copy of the Policy is available on the website of the Company and may be accessed through the web link http://www.cellowimplast.com/whistle-blower-policy/.

34. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. As required under law, an Internal Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place and has put in place a Policy on prevention of Sexual Harassment of Women at workplace.

Your Directors further state that during the fiscal year 2023-24, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is reported pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a) Number of complaints filed during the F.Y.: Nil b) Number of complaints disposed off during the F.Y.: Nil c) Number of complaints pending as on end of the F.Y.: Nil

35. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

36. OTHER DISCLOSURES

No application has been made under the Insolvency and Bankruptcy Code, hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the F.Y. is not applicable to the Company.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is also not applicable.

37. ACKNOWLEDGEMENTS

The Board takes this opportunity to express its sincere gratitude for the commitment and dedicated efforts put in by all the employees at all the levels. The Board is thankful to the Government of India, Governments of various states in India, stock exchange, depositories, auditors, legal advisors, consultants and other stakeholders for their co-operation and support. The Board also thanks the Companys customers, vendors and shareholders for their continuous support and the confidence reposed in the Company and its management.

The Board appreciates and values the contribution made by each and every member of the Company.

For and on behalf of the Board of Wim Plast Limited

Pradeep G. Rathod

Date: May 22, 2024 CEO,

Chairman & Managing Director

Place: Mumbai (DIN: 00027527)