To the Members,

Your Directors are pleased to present the Fiftieth Annual Report of Western Ministil Limited (hereinafter referred to as "the Company") along with the Standalone Audited Financial Statements for the Financial Year ended March 31, 2024 (hereinafter referred to as "year under review" or "year" or "FY 2023-24").

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (hereinafter referred to as "Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31,

2024 and upto the date of the Board Meeting held on May 30, 2024 to approve this Report.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31, 2024 is summarised below:

2. REVIEW OF OPERATIONS

During the year under review, the Company did not undertake any activity / operation, which continues to remain at a standstill since 1995.

3. DIVIDEND AND RESERVES

Considering the year’s financial performance and carried forward losses of previous years, the Board had decided not to recommend any dividend.

Due to accumulated losses, your Company has not transferred any amount to the reserves.

4. CHANGE IN NATURE OF BUSINESS, IF ANY

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

5. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

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

No material changes and commitments affecting the financial position of the Company have occurred in the Company since the end of Financial Year ended March 31, 2024 till the date of this report.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company was Rs. 215.72 Lakhs (Rs.2,15,71,860/-) divided into divided into 21.57 Lakhs (2,15,71,860/-) shares of Rs. 10/- each as on March 31, 2024.

The Company’s Equity Share Capital is listed on the BSE Limited ("BSE") and are infrequently traded shares. The shares of the Company have not been suspended from trading. The annual listing fee had been paid to the stock exchange before due date.

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

8. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the Financial Year ended March 31, 2024 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this report.

9. HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Since the Company has not been engaged in any manufacturing activity after the closure of the plant since 1995, health, safety and environment protection measures are not applicable to the Company for the time being.

The financial statements of the Company for the Financial Year, on a standalone basis has been prepared in compliance with the Act, applicable Accounting Standards and SEBI Listing Regulations and are disclosed in accordance with Schedule III of the Act.

In terms of the provisions of Section 152(6) of the Act, Mr. Prithviraj S. Parikh, Director (DIN: 00106727), retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. The Board recommends his re- appointment for your approval.

A resolution seeking shareholders’ approval for his re-appointment forms part of the Notice of the AGM.

During the Financial Year under review, Mr. Hitesh V. Raja (DIN:02681574) Non-Executive, Independent Director of the Company, has resigned from the Board of the Company w.e.f. October 03, 2023. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure on the Board.

Pursuant to the provisions of Section 203 of the Act read with the applicable rules made thereunder, the following employees are appointed as the Whole-Time Key Managerial Personnel of the Company:

1. Mr. Ajit K. Honyalkar Chief Executive Officer and Chief Financial Officer 2. Mr. Gyaneshwar K. Singh Company Secretary and Compliance Officer

Apart from above, no other Director or Key Managerial Personnel were appointed or had retired or resigned during the Financial Year ended March 31, 2024.

The Company has devised the following Policies viz: a) Policy for selection of Directors and determining Directors’ independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The Policy for selection of Directors and determining Directors’ independence sets out the guiding principles for the Nomination and Remuneration

Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company’s operations.

The Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other Employees of the Company.

The aforesaid Policies are available on the Company’s website at https://www.westernministil.in/

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section

149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations, and abide by the Code for Independent Directors as prescribed under Schedule IV of the Act.

Further, they have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

The Board meets at regular intervals as and when required to discuss the business polices and strategies apart from other routine business matters.

During the Financial Year ended March 31, 2024, the Board met 4 (Four) times i.e. on May 29, 2023, August 14, 2023, November 09, 2023 and February 14, 2024. Apart from as aforesaid, the gap between two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

The attendance of the Directors at the Board Meetings and the AGM held during the Financial Year ended March 31, 2024 is as under:

* Resigned w.e.f. October 03,2023

During the year under review, the Independent Directors met without the presence of non-independent Directors on February14, 2024 in order to evaluate:

1. The performance of Non-Independent Directors and Board, as a whole.
2. The performance of Chairman of the Company taking into account the views of all the Directors on Board.

iii. The quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Director attended the meeting.

Pursuant to Regulation 15(2) of the SEBI Listing Regulations, provisions of Corporate Governance including Composition of Board are not applicable to the Company.

The composition of the Board of Directors is in conformity with the requirements of the Act read with the Rules framed thereunder.

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

The composition, quorum, powers, role and scope are in accordance with Section 177of the Act. All the members of the Audit Committee are financially literate and have experience in financial management.

The Board has accepted all the recommendations of the Audit Committee during the Financial Year ended March 31, 2024.

The Committee met 4 (Four) times during the Financial Year ended March 31, 2023, i.e. on May 29, 2023, August 14, 2023, November 09, 2023 and February 14, 2024.

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

*Resigned w.e.f. October 03, 2023

**Appointed as the Chairman of the Committee w.e.f. October 03, 2024 *** Appointed as the Member of the Committee w.e.f. October 03, 2024

The previous AGM of the Company was held on September 30, 2023 and Mr. P. K. R. K. Menon, member, duly authorized by the Chairman of the Committee, was present at the last AGM to answer the shareholders ‘queries.

The Nomination and Remuneration Committee of the Company is constituted in compliance with Section 178 of the Act read with rules framed thereunder. The composition, quorum, powers, role and scope are in accordance with Section 178 of the Act.

The Committee met 1 (One) time during the Financial Year ended March 31, 2024. i.e on October 03, 2023.The necessary quorum was present for the meeting held during the year.

The composition of the Nomination and Remuneration Committee and the details of meetings attended by members of the Committee are given below:

The previous AGM of the Company was held on September 30, 2023 and Mr. P. K. R. K. Menon, Chairman of the Committee, was present at the last AGM to answer the shareholders’ queries. c) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders Relationship Committee comprising of three members. The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Act read with rules framed thereunder.

The Committee met 4 (Four) times during the Financial Year ended March 31, 2024 i.e., on May 29, 2023, August 14, 2023, November 09, 2023 and February 14, 2024. The necessary quorum was present for the meeting held during the year. The composition of the Committee and the attendance of the members of the Stakeholders Relationship Committee during the Financial Year ended March 31, 2024 are as given below:

The Company obtains yearly certificate from a Company Secretary in Practice confirming the issue of certificates for transfer, sub-division, consolidation etc. and submits a copy thereof to the Stock Exchange where the shares of the Company are Listed in terms of Regulation 40(9) of the SEBI Listing Regulations.

Further, the Compliance Certificate under Regulation 7(3) of the SEBI Listing Regulations, confirming that all activities in relation to share transfer facility are maintained by Registrar and Share Transfer Agents is also submitted to the Stock Exchange where the shares of the Company are Listed on a yearly basis. The previous AGM of the Company was held on September 30, 2023 and Ms. Sharmila S. Chitale, Chairman of the Committee, was present at the last AGM to answer the shareholders queries.

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

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. Additionally, the Chairman of the Board was also evaluated on key aspects of his role, taking into account the views of non-executive directors in the aforesaid meeting.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by SEBI.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of non-executive directors. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

Every Independent Director, Executive Director / Senior Managerial Personnel is familiarized about the Company’s strategy, operations, organisation structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a Director. The terms and conditions of letter of appointment is available on the Company’s website at http://westernministil.in/

The company has adopted a policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of

Director and also remuneration for key managerial personnel and other employees. The policy is available on the website of the Company at http://westernministil.in/.

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

The Company has availed loan from Mr. Prithviraj S. Parikh, Director of the Company, during the year under review:

There were no Loans, guarantee given or investment made or security provided pursuant to Section 186 of the Act during the Financial Year under review.

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

AS 24 ‘Related Party Disclosures’ are reported in other explanatory information, forming part of the financial statements.

Details of related party transactions are regularly placed before the Audit Committee and also before the Board for its approval. Wherever required prior approval of the Audit Committee is obtained.

The Company has not entered into any related party transaction during the Financial Year pursuant to the provisions of Section 188 of the Actread with Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time. Hence, disclosure in Form AOC-2 has not been given.

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

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

Pursuant to Section 177(9) and (10) of the Act read with the rules framed thereunder, the Company has formulated a Whistle Blower Policy for Directors and Employees to report to the management about the unethical behavior, fraud or violation of Company’s Code of Conduct. The mechanism provides for adequate safeguards against victimisation of Employees and Directors who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee and no personnel of the Company have been denied access to the Audit Committee. The policy is available on the website of the Company at www.westernministil.in

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

There are no significant material orders passed by the Regulators/ Courts/ Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014 is not applicable.

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

The Board shall take note of any future threats and shall report to the Company for formulating an effective mechanism and strategy.The risk management policy is available on the website of the Company at http://westernministil.in/

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Balraj Vanwari & Associates (C. P. No: 11708; A.C.S. No: 2762), Practicing Company, have been appointed as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year ended March 31, 2024.

The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2024, is annexed herewith as "Annexure- B" and forms part of this report.

The Secretarial Audit Report does not contain any adverse remark, reservation, qualification or disclaimer remark.

M/s. Paresh Rakesh & Associates (Firm Reg. No. 119728W/W100743) were appointed as Auditors of the Company, for a first term of 5 (Five) year at the Annual General Meeting (AGM) held on 30th September, 2023, to hold office until the conclusion of the 54th (Fifty Fourth) AGM.

Further, based on the recommendation of Audit Committee, the Board has proposed to the Shareholders for the appointment of M/s. Paresh Rakesh & Associates, Chartered Accountants (ICAI Firm Reg. No. 119728W/W100743)) as the Statutory Auditors of the Company for a period of five consecutive years, from the conclusion of the 49th AGM until the conclusion of the 54th AGM to be held in the year 2028 for filling casual vacancy in the office of Statutory auditors

M/s. Chaturvedi & Agrawal, Chartered Accountants (ICAI Firm Registration No.10171W)

They have confirmed that they are not disqualified from being appointment as the Statutory Auditors of the Company.

The Statutory Auditors of the Company have not reported any fraud or irregularities, as specified under the Second provision of Section 143(12) of the Act (including any Statutory modification(s) or re-enactment(s) for the time being in force), read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, during the Financial Year under review.

The management’s response to the Auditor’s remark is appearing in the statement on impact of Audit Qualifications appended elsewhere to the Annual Report. (Page No. 67)

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

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

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

The Company has in place a robust internal financial control system, commensurate with the size of its operations and nature of its business activities. The Company has a standard operating procedure for various activities and operations and follows this standard operating procedure for its internal control procedures. The

Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management at all locations of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a yearly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the Financial Year ended March 31, 2024.

No applications were made or any proceedings are pending by or against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review or as at the end of the period.

Disclosure under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, with respect to voting rights not exercised directly by the employees of the Company is not required to be given.

Pursuant to Section 134(5) of the Act, your Directors, based on the representations received from the Operating Management and after due enquiry, hereby confirm that: a) In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) They had in consultation with Statutory Auditors, selected 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 as at March 31, 2024 and Loss of the Company for the year ended on that date; c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual accounts for the Financial Year ended March 31, 2024 on a "going concern" basis; e) They have laid down internal financial controls, which are adequate and operating effectively; f) They have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

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

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company’s website and can be accessed at www.westernministil.in.

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

Statements in these reports describing company’s projections statements, expectations and hopes are forward looking. Though, these expectations are based on reasonable assumptions, the actual results might differ.

Your Directors place on record their sincere appreciation for the assistance and guidance extended by Stock Exchanges, Depositories, other statutory bodies and Company’s Bankers for the assistance, cooperation and encouragement to the Company.