(Including Management Discussion and Analysis)

TO THE MEMBERS OF WENDT (INDIA) LIMITED

Your Directors' have pleasure in presenting the 44 th Annual Report of Wendt (India) Limited (hereinafter referred to as 'the Company') together with the Audited Financial Statements for the year ended 31 st March 2026. The Management Discussion & Analysis Report which is required to be furnished as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'the Listing Regulations') has been included in this Report to avoid duplication and overlap.

ECONOMIC OVERVIEW

The global economy has demonstrated resilience despite evolving trade dynamics and policy uncertainties, although growth is expected to moderate in the near term. While advanced economies remain relatively stable, emerging markets continue to show divergent growth trends. Geopolitical developments and financial market volatility continue to pose downside risks. Coordinated global efforts to improve trade conditions, ease financing constraints, and address climate risks, along with domestic structural reforms, will be important to support investment, sustain growth and promote employment generation.

Against this backdrop, the Indian economy continues to exhibit relative strength. India's macroeconomic performance has remained robust in the recent period, supported by resilient domestic demand, stable financial systems, and continued policy support. Growth was strong in the first quarter and further improved in the subsequent quarters. The central bank cut interest rates aggressively and loosened liquidity conditions. Macroprudential measures put in place in 2023 were relaxed since the underlying conditions have changed. The Government announced significant tax breaks for households in the budget for fiscal year 2026 (FY26) in February 2026. India received credit rating upgrades from the credit rating agencies in 2025, starting with Morningstar DBRS in May 2025, followed by S&P in August 2025 and Rating and Investment Information, Inc. (R&I) in September 2025. During the year, monetary policy remained accommodative with calibrated liquidity measures, while fiscal policy continued on a consolidation path. The Government has undertaken various reforms and policy initiatives, including rationalisation measures under the GST framework, steps towards enhancing private sector participation in certain sectors, and ongoing efforts to improve the ease of doing business. India continues to maintain a strong growth trajectory supported by domestic consumption, investment activity, and structural reforms. However, the economy remains exposed to global developments, including commodity price volatility, external demand conditions, and capital flow movements.

The Indian Rupee witnessed volatility during the year, reflecting global macroeconomic conditions weighed down by the impact of the Middle East conflict and capital flow dynamics. External dependencies, particularly in energy imports, may continue to influence inflation and currency movements.

India entered 2026 on a relatively strong footing with estimated GDP growth in FY26 at 7.6%, private consumption growth at 7.0% and March 2026 CPI inflation at 3.4%. Looking ahead, while India's growth outlook remains positive relative to global peers, the evolving global environment, including geopolitical developments and commodity market trends, could impact growth momentum. The demand for Super Abrasives products is closely linked to the level of industrial production. Super Abrasives are used to manufacture long-lasting, expensive items like auto and aircraft parts, demand for which is highly cyclical. Diamond and Cubic Boron Nitride (CBN) Super Abrasives products are used extensively in the aerospace industry and other industrial applications where price considerations are less significant as they incur high initial costs. They are used in the machining of materials such as nickel, cast iron and cobalt-based super alloys, where precision in machining operations is of prime importance.

The increasing complexity of Super Abrasives technology, especially in high-performance applications, along with the high initial investment required, creates significant entry barriers for small and medium-sized enterprises. While global industry leaders are able to invest heavily in research and development, most unorganised players lack access to such resources. This limits their ability to compete in developing technologically advanced products.

The Company being a total Grinding Solution provider, innovation is at the core of the Company's products and processes. As such majority of our products are customised to fulfil the customer's requirements.

The Company is a preferred supplier for many of the automobile, auto component, engineering, aerospace, defence, ceramics customers for their Super Abrasives Tooling solutions, Grinding & Honing Machines and Precision Components. A major contribution to the Company's revenues comes from these industries.

Key Financial Highlights

(Rs. in Lakhs)

During the year the Company recorded a sales of Rs. 20652 lakhs, lower by 3% over the previous year, primarily due to degrowth in machine business owing to delays in obtaining customer clearance for the dispatch of certain machines.

Super Abrasives Business

The Super Abrasives business comprising Diamond/CBN Grinding Wheels in various Bonding Systems, Rotary Dressers, Stationary Dressers, Hones and Segmented products remains the largest business vertical of the Company. The Company continues to take several initiatives in this segment including product development, new customer acquisition, calibrated pricing actions, horizontal deployment of successful applications and products, expansion into new markets, strengthening positioning by offering integrated, end-to-end solutions leveraging its comprehensive product portfolio, thereby enhancing value delivered to customers.

The Super Abrasives business achieved sales of Rs. 14763 lakhs, representing a growth of 5% over the previous year. Domestic Super Abrasives sales grew by 9% year on year, marking the highest ever sales for this segment. The growth was primarily driven by increased demand from key sectors such as auto, auto ancillaries, steel, bearings, engineering, cutting tools etc. The performance was supported by several continued focused initiatives including strengthened product development, strategic engagement with key accounts, expansion of the precision dealers network and horizontal deployment of successful applications. Enhanced application engineering support to the sales team and the introduction of new products contributed to improved market penetration and customer acquisition.

The export Super Abrasives sales during the year was Rs. 3646 lakhs, lower by 5% over the previous financial year. The decline in export sales was primarily attributable to reduced offtake from key customers in select geographies, amidst a challenging and uncertain global economic environment. Moderation in demand across certain international markets, coupled with evolving trade dynamics, impacted overall export performance. During the year, the Company also undertook calibrated pricing measures in certain markets to sustain volumes and support channel partners, which had an impact on margins. These measures have since been rationalised in line with prevailing market conditions. In response to the evolving market environment, the Company continues to focus on strengthening its export business through targeted initiatives, including expansion of its distributor network, onboarding of industry-specific channel partners and deeper engagement with customers across key sectors such as glass, aerospace, and steel. The Company is also leveraging digital platforms, technical engagements, and participation in international exhibitions to enhance its market presence and drive growth in identified focus geographies.

Machines Business

Machine sales comprises sale of machines both domestic and export, spares, service and refurbishing of old machines. The Machines business clocked sales of Rs. 2902 lakhs lower by 34% over the previous year. The drop in sales was due to order finalisation and customers deferring capital expenditure amid a challenging economic environment. Further, delays in obtaining dispatch clearances from certain customers impacted revenue recognition during the year. The Company continued to address supply chain challenges through improved planning, advance scheduling of procurement, bulk ordering of critical components, closer engagement with key vendors and development of alternate vendors. Initiatives such as advance release of machines supported timely execution of deliveries.

During the year, the Company manufactured 43 machines. Industry-wise machine sales were primarily driven by the steel sector followed by cutting tools, engineering and automotive segments. The Company executed several new machines during the current year which was well accepted by the customers. Going forward, the Company has devised a strategy of moving from industry specific to application-based machines.

Precision Products

The Precision products business clocked a sales of Rs. 2987 lakhs, higher by 7% over the previous year, mainly on account of higher demand for fuel pump parts.

The Company continues to focus on developing new products for its components business as a part of its de-risking strategy and looking at alternate opportunities wherever possible.

Digital Marketing

The Company continues to enhance its digital presence through periodic upgrades to its website, with improved content, user interface, and overall user experience. The website enables customers to access detailed product information, view application solutions, and place orders online, thereby improving ease of doing business. In addition, the Company actively leverages digital platforms, including LinkedIn and YouTube, to showcase new products, applications, and technical capabilities, with the objective of increasing customer engagement and market visibility.

Information Technology

On the Information Technology (IT) front, significant progress was made in SAP automations & developments, including master data cleansing, process standardisation, and system optimisation across procurement, sales, and finance functions. These initiatives are aimed at building a scalable, integrated, and future-ready digital ecosystem to support business growth and operational excellence.

Applications Site

• Germany - New Entity set up : During the year, the Company implemented SAP for its newly incorporated wholly owned subsidiary in Germany covering Procurement, Sales, and Finance functions. This implementation has enabled process standardisation, automation and real-time financial visibility. The integrated SAP modules have improved procurement control, sales tracking, and enhanced the accuracy of financial reporting thereby supporting better governance, compliance and operational efficiency.

• Bill of Resources Configuration (BRC) Automation : The Company implemented automation in SAP for BRC (Bill of Resources Configuration), enabling accurate and system driven Bill of Materials (BOM) generation. The process integrates key master data, including design inputs, material specifications, and process parameters, to automatically generate BOMs, routing, and component allocation. This has resulted in significant time savings, improved accuracy, and reduction in manual intervention.

• Automationincuttingstageconfirmation :Automation has been introduced in SAP to streamline the cutting stage confirmation process. The system provides real time visibility of production orders pending at the cutting stage and enables planners to initiate requests through defined parameters. This has eliminated manual processes, improved coordination between planning and outsourcing teams, and enhanced traceability, resulting in improved operational efficiency and reduced errors.

Infra Site

• IT Infrastructure Upgradation: During the year, the Company upgraded its infrastructure and application systems and consolidated them at the Chennai Data Centre. These initiatives have improved system reliability, data security and business continuity.

• New Server for Machine Tools Division: The Company upgraded its engineering systems by replacing legacy infrastructure and deploying updated platforms to support design, manufacturing and related operations. These enhancements have improved system performance, data management and operational efficiency.

• Infrastructure & Cybersecurity Enhancements : The Company strengthened its cybersecurity framework through system upgrades, enhanced monitoring capabilities and implementation of advanced threat detection and vulnerability management measures. These initiatives have improved the Company's resilience against cyber risks and enhanced overall IT governance.

Exhibitions and Seminars

The Company continues to participate in various exhibitions to showcase its products and to build rapport with customers. The Company participated in and displayed its products at Engimach, Gujarat where its products received positive response from customers. Besides, the Company also organised Technology Days and conducted technical seminars at various customer locations to enhance awareness and application knowledge of its products. The Company leverages its core strengths like a complete product range across Super Abrasives, Machine Tools and Precision Components with access to German technology, renowned global brand 'Wendt', strong global linkages and deep domain knowledge. These capabilities, coupled with continued customer patronage, support the Company's growth initiatives and enable it to deliver enhanced value to customers. The Company remains focused on exploring new business opportunities in sectors like aerospace, compressor & hydraulic, components, special inserts and carbide industry by deploying its core competencies - expertise, experience and knowledge in Grinding, Machines & Super Abrasives Tools for manufacturing related Precision Components segment.

Manufacturing

The Company continues to focus on improving operational efficiency and optimal utilisation of resources - manpower, materials, and machines across manufacturing and production functions. Several initiatives have been implemented during the year to enhance process efficiency, productivity and product performance. Key highlights are as follows:

• Quick Response Manufacturing (QRM): QRM initiatives were extended beyond the manufacturing shop floor to include manufacturing office operations through the formation of Quick Response Office Cell (Q-ROC). This helped streamlining of supply chain activities, resulting in lead time reduction from sixteen (16) days to six (6) days to improve throughput velocity.

• Cost Optimisation (Hoshin Kanri): A focused cost reduction approach using Hoshin Kanri A3 methodology was implemented in the Super Abrasives division, resulting in measurable reductions in both variable and fixed manufacturing costs. Horizontal deployment is planned for Machine Tools and Precision Components divisions.

• Product Standardisation: A product standardisation programme was launched in Resin and Metal bonded products as part of business simplification, resulting in achieving above 90% Reliable On-time Performance of Delivery (ROPD).

• Productivity Improvements: Significant productivity improvements were achieved through QRM-based process layout in Resin and Metal bonded pressing operations, resulting in 25% productivity improvement.

• New Product & Business Development: A manufacturing setup for Solar Glass Grinding Wheels was established to support new business opportunities, with scalable capacity.

• Technology Development & Transfer: Technology transfer and training were successfully completed for the Machine Tools team for building Peripheral Grinding Machines, enabling entry into new business opportunities aligned with the Company's long-term strategy.

• Product Differentiation: Enhanced branding capabilities, including logos and customised text were successfully incorporated in WENCUT machines, improving product differentiation and competitiveness.

• New Machine Development: A compact surface grinding machine with profile grinding capability for sheer knifes was introduced, adding one more machine into non steel industry segment.

• Manufacturing Efficiency Initiatives: Various initiatives were implemented to improve machine manufacturing efficiency and reduce input costs, including introduction of combi-drive systems, use of alternate raw materials, design optimisation, localisation of imported components, reduction in consumables and assembly time optimisation.

• Market Diversification: Focussed efforts were made to diversify the machine business beyond the steel sector, including application trials across various machine platforms targeting non-steel applications, thereby strengthening market position and reducing sectoral dependence.

• Sustainability Initiatives: 300 kW solar energy system was commissioned as part of the sustainability initiatives. Additionally, energy consumption was reduced by 2.5% through equipment efficiency improvements and cycle optimisation.

• TPM Initiatives: TPM - Jishu Hozen pillar was initiated in the Precision Components division to reduce machine breakdowns. Critical spare management was also strengthened using Optimal Conditions methodology.

FUTURE PROSPECTS AND OUTLOOK

The global Abrasives market is projected to grow over $62 billion by 2030, driven by industrialisation and automotive growth. India is a high-growth market, expected to see substantial gains in bonded and coated Abrasives by 2030, fueled by rising demand from EV production, construction and high-performance manufacturing.

Global Abrasives Market

The global Abrasives market is expected to witness steady growth, with industry estimates indicating a compound annual growth rate (CAGR) of around 5%, driven by increasing demand from key sectors such as construction and automotive sectors. Growth is supported by rapid urbanisation, infrastructure development and the need for high-precision surface finishing across industries.

Technological advancements are leading to increased adoption of synthetic Abrasives, which are estimated to account for approximately 66% of the market, owing to their superior hardness and performance characteristics. In parallel, sustainability considerations and stricter environmental regulations are encouraging the development of eco-friendly, low-VOC (Volatile Organic Compound) and water-based solutions.

The Asia-Pacific region continues to dominate the global Abrasives market, with strong growth anticipated in countries such as China and India, supported by expanding manufacturing activity and industrialisation.

India Abrasives Market

Indian Abrasives market is experiencing robust growth, with industry estimates projecting the market size to reach approximately USD 5.9 billion by 2028. This growth is driven by increasing industrial activity, infrastructure development and rising demand from sectors such as automotive, construction and metal fabrication.

The evolving automotive landscape, including increased focus on electric vehicles, is expected to drive demand for precision Abrasives used in advanced manufacturing processes. Government initiatives aimed at infrastructure development and manufacturing growth are further supporting market expansion.

The Indian Super Abrasives segment, while currently forming a smaller proportion of the overall Abrasives market, is witnessing faster growth compared to conventional Abrasives. This growth is driven by increasing demand for precision machining and advancements in material processing technologies.

Key Trends Shaping the Future

• Eco-friendly Shift: Local manufacturers are investing heavily in eco-friendly alternatives to comply with tightened environmental norms.

• Rising demand for Super Abrasives: Increasing adoption of diamond and CBN tools for ultra-precision applications in high-technology industries.

• Automation and smart manufacturing: Integration of smart Abrasives with IoT-enabled monitoring is changing manufacturing processes.

• Shift towards premium products: Growing preference for higher-performance and longer-lasting Abrasives to reduce overall manufacturing costs.

Challenges

• Raw Material Costs: Volatile prices of raw materials used in Abrasives manufacturing impacts cost structures.

• Environmental Regulations: Increasingly strict regulations regarding the use of silica and other volatile substances.

Company Perspective & Outlook

The Company's products cater to a wide range of industries, including Automotive, Auto Ancillaries, Engineering, Cutting Tools, Steel, Ceramics, Refractories, Defence, Aerospace and Construction. The Company continues to closely monitor developments across these sectors and align its business strategies accordingly.

The expected growth across these industries presents significant opportunities for the Company's businesses - Super Abrasives, Machines and Precision Components. The growing usage of Super Abrasives products for various medical applications such as surgical instruments, hypodermic needles, dental implants, knee, hip and shoulder joints creates new opportunities for the Company to explore through technical collaboration and new product development. Also, growing consumer electronic segment with manufacturing facilities in India is expected to provide a wide array of opportunities for consumption of Super Abrasives in the coming years. The focus on semiconductor industry which will make India a major hub for manufacturing semiconductors is expected to be a major growth engine. The success of addressing these sectors lies in the technology which the Company is exploring through necessary tie-ups and collaboration.

Amendment to Shareholders' agreement

During FY 2024-25, the Promoters at that point in time, Carborundum Universal Limited ("CUMI") and Wendt GmbH (now PG&F Super Abrasives GmbH), amended the Shareholders' Agreement (SHA) on 21 st January 2025 to facilitate a potential divestment by Wendt GmbH (now PG&F Super Abrasives GmbH).

On 14 th May 2025, Wendt GmbH (now PG&F Super Abrasives GmbH) was informed that the divestment would be undertaken through an Offer for Sale ("OFS"). Wendt GmbH (now PG&F Super Abrasives GmbH) divested its entire 37.5% shareholding (7,50,000 equity shares) through the OFS on 15 th and 16 th May 2025. Post the divestment, Wendt GmbH ceased to be a shareholder and subsequently reclassified to Public category from the Promoter category with effect from 22 nd September 2025, in compliance with SEBI regulations.

SUBSIDIARY COMPANIES

Wendt Grinding Technologies Limited, Thailand

The Company's wholly owned subsidiary, Wendt Grinding Technologies Limited, Thailand, ('WGTL') recorded a sales of Thai Baht 947 lakhs (about Rs. 2589 lakhs) which is 7% higher than last year. This is despite unprecedented challenges and industry slowdown on account of trade tariffs, EV impetus, geopolitical uncertainties due to Middle east war, rising costs etc. The Subsidiary continues to demonstrate its strong resolve and business acumen challenging the unfavorable conditions and churning out results on a consistent basis. During the year, WGTL's focus on shifting to high margin product mix and working closely with the Indian operations on establishing new products and improvement in existing products (EPI) has yielded good results.

The Profit Before Tax was Thai Baht 102 lakhs (about Rs. 277 lakhs), 44% higher than previous year and the Profit After Tax was Thai Baht 81 lakhs about (about Rs. 220 lakhs), 42% higher than previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013, Accounting Standards as prescribed by Regulation 33 of the Listing Regulations. The Consolidated Financial Statements have been prepared based on the audited financial statements of the Company and its subsidiaries, as approved by their respective Board of Directors.

Pursuant to provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, the Consolidated Financial Statements along with the relevant documents and the Auditors' Report thereon form part of

The Subsidiary will continue to focus on core business and value-added services and increased customer/product base along with measures to ensure OPEX, safety and cash flow to achieve sustainable & profitable growth.

Wendt GmbH, Germany

During the year, the Company acquired technology for the manufacture of peripheral grinding machine from Wendt GmbH (now PG&F Super Abrasives GmbH). Pursuant to this strategic initiative, the Company incorporated a wholly owned subsidiary, Wendt GmbH, in Tönisvorst, Germany, on 8 th July 2025 with an initial share capital of 0.55 million Euros (Rs. 546 lakhs). The primary objective of this subsidiary is to facilitate the distribution, sale and after sales service of Super Abrasives grinding wheels and peripheral grinding machines across European Markets. Subsequently, on 17 th December 2025, the Company infused an additional capital of 1.10 million Euros (Rs. 1181 lakhs) into the Subsidiary. During the financial year, the subsidiary recorded a sales of 0.51 million Euros (Rs. 522 lakhs) and a loss of 0.98 million Euros (Rs. 1008 lakhs) attributable to initial establishment costs, market development activities and scale-up of operations.

KEY CONSOLIDATED FINANCIAL SUMMARY

(Rs. in Lakhs) this Annual Report. A statement of summarised financials of the Company's wholly owned subsidiary in form AOC-1 forms part of the Annual Report. The audited annual accounts and related information of the subsidiaries are available on our website www.wendtindia.com.

DIVIDEND

Considering the past dividend pay-out ratio, the current year's operating profit, the future operations & capital expenditure, the Board has recommended a final dividend of Rs. 10/- per equity share of Rs. 10/- each for the year ended 31 st March 2026. Besides, an interim dividend at the rate of Rs. 20/- per equity share of Rs. 10/- each was declared on 21 st January 2026 and paid on 18 th February 2026. This aggregates to a total dividend of Rs. 30/- per equity share of face value of Rs. 10/- each.

The Company has adopted the Dividend Distribution Policy as approved by the Board in line with the Listing Regulations and the same is available on the Company's website https://wendtindia.com/wp-content/themes/ wendtindia/pdf/dividend-distribution-policy.pdf The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend.

The interim dividend paid and the proposed final dividend for the year ended 31 st March 2026 are in line with this policy.

TRANSFER TO RESERVES

The Company transferred Rs. 228 lakhs to the General Reserve. An amount of Rs. 15,302 lakhs is retained in the Statement of Profit & Loss.

APPROPRIATIONS (Rs.in Lakhs)

CORPORATE SOCIAL RESPONSIBILITY (CSR) CSR Philosophy and Approach

The Company believes that social responsibility is not merely a statutory obligation, but a meaningful opportunity to create a positive and lasting difference in society. In line with this philosophy, all CSR initiatives of the Company are directed towards fostering inclusive growth and sustainable development within the communities in and around its areas of operation.

Grounded in ethical business practices, the Company's CSR framework is designed to support socio-economic development while delivering tangible benefits to local communities. As a proud member of the Murugappa Group, the Company continues to uphold the Group's longstanding tradition of philanthropy by earmarking a portion of its profits for social welfare activities. The Group's core CSR ethos places particular emphasis on the domains of education and healthcare, delivered through targeted, service-oriented institutions.

During the financial year under review, the Company continued to discharge its corporate social responsibilities by undertaking various development initiatives focused on education and healthcare in its operational areas.

The Company supported Government schools in and around its plant location in Hosur by improving educational infrastructure through the provision of safe drinking water facilities, construction of classrooms & washrooms, provisioning of furnitures and installation of safety grills. These interventions aimed at enhancing hygiene, safety and overall learning outcomes for students.

Further, the Company extended its CSR support to strengthen public healthcare facilities by constructing compound walls at the Bagalur Public Healthcare Centre and providing critical medical infrastructure such as UPS systems, batteries, racks, interlinks and refrigeration equipment at the Begapalli Public Healthcare Centre. These initiatives were undertaken to improve the reliability of healthcare services and accessibility for the local community.

The Board acknowledges the positive impact of these CSR initiatives and reaffirms its commitment to sustainable and inclusive community development.

The Company remains steadfast in its commitment to contributing to the well-being of the communities it serves and will continue to pursue initiatives that promote long-term, sustainable societal impact.

Environmental and Social Engagement

In support of environmental sustainability, the Company regularly distributes and plants tree saplings within surrounding communities. Additionally, employees are encouraged to actively participate in social outreach programmes such as:

• Blood donation camps;

• Road safety awareness campaigns;

• Volunteering as traffic wardens in coordination with the Hosur Traffic Police.

Governance and Compliance

In accordance with the Companies Act, 2013, the Company formulated and executed an annual CSR Action Plan, duly approved by the Board of Directors. During the financial year 2025-26, the Company spent Rs. 103.26 lakhs on CSR activities. As of the end of the year, no CSR amount remains unspent.

In accordance with requirements of the Companies Act, 2013, the Company has a CSR policy incorporating the requirements therein which is also available on Company's website at the following link https://wendtindia.com/wp-content/themes/wendtindia/pdf/csrpolicy.pdf The Annual Report on CSR activities in the prescribed format is annexed herewith as Annexure C.

TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND (IEPF)

In terms of Section 124 (5) of the Companies Act, 2013, an amount of Rs. 2,77,410 being unclaimed dividend during the year, pertaining to the Final dividend for the FY 2017-18 (Rs. 1,27,605) and the Interim Dividend of FY 2018-19 (Rs. 1,49,805) was transferred to IEPF Authority after sending due reminders to the shareholders.

FIXED DEPOSITS LOANS AND INVESTMENTS

During the year under review, the Company has not accepted any fixed deposits from the public falling under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on the Balance Sheet of March 31, 2026, there were no deposits which were unpaid or unclaimed are due for repayment. Hence, there has been no default in repayment of deposits or payment of interest thereon. Further, during the year under review, the Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act.

*The investments of Rs. 1727 lakhs represent the capital infusion for setting up wholly owned subsidiary, Wendt GmbH in Germany. Current Investments: Investments in Mutual Funds as on 31.03.2026 was Rs. 4075 Lakhs.

KEY RATIOS

Particulars of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 are given below. There were no loans or guarantees covered under section 186 granted during the year.

(Rs. in Lakhs)

The decrease in margin ratios such as Operating Profit, EBITDA, PBIT and Net Profit to Net Sales is primarily attributable to reduced profitability compared to the previous year. Consequently, Return on Capital Employed (ROCE) and Return on Equity (ROE) have also declined due to lower profit during the year.

QUALITY

Quality being the uncompromised differentiator, the Company aims to ensure that product quality is built by deploying and embracing effective quality control management, process robustness, quality assurance and discipline at every stage of material flow.

Key quality initiatives undertaken during the year are as follows:

Focus on Zero-Defect Manufacturing

• Implemented enhanced in-process inspection systems and poka-yoke (error-proofing) mechanisms during the mass production phase of the New Product Development project CB28 aimed at minimising defects and improving process reliability.

Customer Quality Enhancement

• Strengthened the customer feedback loop through periodic reviews and faster complaint resolution mechanisms by introducing a dedicated Quality Assurance Manager to enhance responsiveness and accountability.

• Active engagement with key customers through visits to their facilities to better understand specific requirements and expectations, enabling effective resolution and prevention of recurring quality issues.

Process Capability & Continuous Improvement

• Improved the packing process by transitioning from manual to semi-automatic methods, resulting in enhanced productivity and improved packing quality.

Training & Competency Development

• Conducted structured training programmes for Quality Assurance Engineers on quality tools thereby strengthening technical capabilities and problem-solving skills.

Compliance & Risk Management

• Strengthened risk assessment frameworks through the implementation of Process Failure Mode and Effects Analysis (PFMEA) and control plans for mass production parts.

Strengthening Quality Management Systems

• The Company continues to maintain internationally recognised certifications, including ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, EN9100:2018, IATF 16949:2016 and EN 13236:2019 reinforcing its commitment to high standards of quality, environmental management and occupational health and safety.

• Process audits were systematically conducted to verify process compliance, identify gaps and drive corrective and preventive actions for continuous improvement .

SAFETY, HEALTH AND ENVIRONMENT (SHE)

Safety continues to remain a key area of focus for the Company. Behaviour-based training programmes, both in-person and virtual, were conducted throughout the year to promote a strong culture of safe working. In addition, the Company has enhanced its focus on monthly theme-based safety trainings, to drive deeper awareness and engagement among employees on specific safety topics.

The Company remains committed to providing a Safe, Healthy and Socially Accountable Work environment across the organisation. All personnel undergo periodic health and safety training, including on-site and job-specific programmes. To further strengthen awareness, initiatives such as safety training kiosks were set up for employees and visitors.

A key focus area during the year has been the strengthening of near-miss reporting. Employees are encouraged to report near-miss incidents through the Document Management System (DMS) portal which are subsequently investigated and systematically closed by the Safety Officer. This initiative led to positive increase in reporting levels, reflecting improved awareness and proactive participation from employees.

The Company also introduced and strengthened Gemba-based safety training, which has been instrumental in driving behavioural change at the shop-floor level. Through Gemba interactions, One Point Lessons (OPLs) are delivered effectively, improving real-time awareness and reinforcing safe practices.

Employee health and well-being continue to receive sustained attention. Annual medical check-ups were conducted to assess employee health status and associated risks. Additionally, monthly health awareness sessions conducted by medical professionals have enhanced employee awareness on health and wellness. The counselling initiative introduced last year has received positive acceptance and has been effectively utilised by employees, contributing to their overall well-being. Employees also benefitted from awareness sessions organised under the theme FHH (Fitness, Health, and Happiness) and were encouraged to take proactive steps to adopt healthier lifestyles.

During the year, several key safety initiatives were sustained, including quarterly fire safety mock drills, provision of specialised medical support for employees engaged in high-risk processes, and strict enforcement of Personal Protective Equipment (PPE) usage. On the environmental front, the Company continued to adhere to zero-discharge norms in its Effluent Treatment Plant (ETP) and Sewage Treatment Plant (STP), while maintaining robust systems for the safe handling and disposal of hazardous waste.

RECOGNITIONS AND AWARDS

The Company actively encourages employee participation in customer audits, group-level competition and various national and international forums. During the year, the Company received several prestigious awards and recognition from reputed organisations and industry bodies for its outstanding performance across multiple domains. These accolades continue to inspire employees, reinforcing a culture of excellence and serving as a strong motivator for the organisation as a whole.

Some of the key recognitions received during the year are as follows:

IPF - SME Awards 2026

The Company was recognised as one of India's fastest-growing engineering companies at the Industrial Path Finder - Smart Manufacturing Enterprises (IPF - SME)

Awards 2026, on 11 th February 2026. This recognition highlights the Company's excellence in manufacturing and growth trajectory.

Excellence in Procurement Process Optimisation 2025

The Company was honored at the 8 th NextGen Procurement Awards, held in Bengaluru, under the category Excellence in Procurement Process Optimisation, recognising its efforts in driving efficiency and innovation in procurement practices.

CUFEST 2025 Awards

Employees actively participated in the Group-level quality competition, CUFEST 2025 (Quality Festival of CUMI). The Company secured accolades under the Muthiah Memorial Business Excellence Awards 2025, in the categories of Customer Excellence and Innovation Excellence, reflecting its strong focus on quality and continuous improvement.

OPPORTUNITIES & THREATS OPPORTUNITIES Opportunities

Technological advancements and evolving industry dynamics continue to present new opportunities for the Company. The increasing use of electric vehicles, while posing challenges to traditional internal combustion engine segments, also opens new avenues for the Company to expand its presence in emerging mobility solutions. Advancements in Nano Cubic Boron Nitride (CBN) Abrasives are likely to augment applicability of Super Abrasives in many medical and electronic industry applications. The Company is exploring to venture into Electric Vehicle (EV), medical and electronics segments through technical collaboration and technology tie-ups with global partners to grow further.

Growing demand from industries such as automotive, aerospace, and electronics for high-performance and precision applications offers significant potential. Continuous improvements in the product design such as advanced diamond wheels for ceramic finishing and specially designed metal-bond wheels with extended life are enabling enhanced process efficiency, reduced cycle times and overall cost optimisation. The Company's achievement of obtaining necessary certification required for supply to aerospace sector further strengthens its positioning to tap into this high-growth segment.

The Company continues to leverage its core strength including extensive domain expertise, deep understanding of customer requirements, a comprehensive product portfolio, access to advanced technology and the resultant competitive edge emerging out of its complementary business verticals namely Super Abrasives, Machine Tools and Precision Components.

Further, Government's focus on projects like 'Make in India' and 'Make for World' are expected to support domestic manufacturing and import substitution, thereby creating additional growth opportunities for the Company.

Threats

The Company operates in a highly competitive environment. Established global players with strong brands continue to invest significantly in research and development to drive innovation and technological advancement. At the same time, the Company faces competition from smaller, regional players who operate in price-sensitive segments with limited product offerings.

In order to address this diverse competitive landscape, the Company adopts a balanced approach. For price-sensitive markets, it has introduced standardised and fast-moving Super Abrasives and tooling products, supported by targeted promotional initiatives aimed at key customers. For high-performance and quality-focused segments, the Company continues to collaborate with international research institutions and explore partnerships with state-of-the-art technology providers to access advanced capabilities and innovative products.

ENTERPRISE VALUE ADDITION (EVA)

The Company has sustained value creation over the five-year period, the summary of which is given below: (Rs. in Lakhs)

• Gross Value Added is Revenue less Expenditure (excluding depreciation, expenditure on employees & directors' service).

• Payment to Government is current tax + dividend distribution tax, if any.

• Replacement and expansion is Retained earnings+ Depreciation + Deferred tax.

• The Company has been constantly investing towards replacement and expansion expenditure to ensure fulfilment of market demand.

RISKS AND CONCERNS

The Company has constituted a Risk Management Committee (RMC) aligned with the requirements of the Companies Act, 2013 and the Listing Regulations. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

The Company has established a robust business risk management framework to identify, evaluate and mitigate risks impacting its operations, including risks that could potentially threaten its business continuity. This framework was designed to promote transparency, minimise adverse impact on the business objectives and enhance the Company's overall resilience and competitive advantage. The risk management framework provides a structured approach across the organisation, covering risk identification, evaluation, documentation, monitoring, and reporting at various levels. It incorporates appropriate risk assessment models to analyse risk exposure, trends, and potential impact at both enterprise and business segment levels.

In a dynamic and evolving business environment, the Company proactively monitors risks to evaluate their potential short term and long term impact and strategically plan for effective mitigation.

The Company identifies and manages risks across a wide spectrum, including strategic, operational, financial, environmental, legal, social and cybersecurity risks, which may affect its ability to achieve business objectives, ensure customer satisfaction, and sustain long-term growth. The Risk Management forms an integral part of the Company's Business Plan. The Company has a comprehensive Risk Management Policy in place that outlines the risk management objectives, principles, processes, responsibility for implementation, maintenance of risk registers, review of risk movements, risk reporting framework etc. The Risk Management Committee periodically reviews key risks and the effectiveness of mitigation measures in line with the approved Charter and Policy.

Upon identification, risk prioritisation is undertaken which involves assigning a score based on the impact (potential outcome) & likelihood (probability of occurrence). In addition, the Company evaluates risk velocity, i.e., the speed at which a risk may materialise, to determine the need for contingency or crisis management plans.

The Company adopts appropriate risk response strategies depending on the nature and severity of the risk, including:

• Risk Avoidance - Discontinuing or avoiding activities that give rise to unacceptable risks.

• Risk Sharing - Transferring or sharing risks with third parties, where appropriate

• Risk Mitigating - Implementing measures to reduce the likelihood or impact of identified risks.

• Risk Retention - Accepting risks within the defined tolerance levels where mitigation is not cost-effective or feasible.

INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

The Company had adopted Ind AS with effect from 1 st April 2016 pursuant to the Companies (Indian Accounting Standard) Rules, 2015 notified by the Ministry of Corporate Affairs on 16 th February 2015.

INTERNAL CONTROL SYSTEM & ADEQUACY

The Company has an Internal Control system commensurate with the size, scale, and complexity of its operations. The controls have been designed and categorised based on the nature, type and the risk rating so as to effectively ensure the reliability of operations with adequate checks and balances.

The Company's internal control system covers the following aspects:

• Safeguarding the assets of the Company;

• Financial proprietary of business transactions;

• Compliance with prevalent statutes, regulations, policies and procedures;

• Control over capital and revenue expenditure with reference to approved budgets; Investment decisions are subject to detailed evaluation and formal approval according to the authority schedule in place.

The Internal Audit function is handled by an external firm M/s. Profaids Consulting. The Firm evaluates the effectiveness and adequacy of internal controls, compliance with operating systems, policies and procedures of the Company and recommend improvements. The scope of the Internal Audit is annually determined by the Audit Committee considering inputs from the Statutory Auditors and the Management Team. Significant audit observations and the corrective/preventive actions taken by the process owners is presented to the Audit Committee. A periodic review of the adherence to the agreed action plan is carried out.

Capital and revenue expenditures are monitored and controlled with reference to approved budgets. Investment decisions are subject to detailed evaluation and formal approval according to schedule of authority in place. Capital expenditure is periodically reviewed against forecasted benefits, and physical verification of assets is undertaken at regular intervals.

The Audit Committee reviews the overall functioning of Internal Audit on a periodical basis. Periodical review of audit plans, observations and recommendations of the external auditors, with reference to the significant risk areas and adequacy of internal controls is undertaken by the Committee.

During the year, there were no changes in internal control over financial reporting that have materially affected or are likely to have any financial reporting lapse.

INTERNAL FINANCIAL CONTROLS (IFC)

Internal Control is a process, effected by an entity's Board of Directors, Management and other personnel, designed to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting and compliance as defined by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission (appointed by SEC, USA).

As per Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and the procedures adopted by the Company for ensuring: a) orderly and efficient conduct of its business, including adherence to accounting policies; b) safeguarding of its assets; c) prevention and detection of frauds and errors; d) accuracy and completeness of accounting records and e) timely preparation of reliable financial information. The key components of IFC followed by the Company are:

1. Entity Level Controls (ELC) that the management relies on to establish appropriate Code of Conduct, Enforcement and Delegation of Authority, Hiring and Retention practices, Whistle Blower mechanism and other policies and procedures.

2. Process Level Controls (PLC) to ensure processes are stable, predictable and consistently operating at the targeted level of performance with only a normal variation are classified into Manual or Automated or IT dependent Controls. They are also classified as Preventive or Detective.

3. General IT Controls to ensure appropriate functioning of IT applications and systems built by Company to enable accurate and timely processing of financial data are-User Access rights Management and Logical access; Change Management controls; password policies and practices; Patch management and License management; backup and recovery of data.

The adequacy of IFC is ensured by:

• Documentation of risks and controls associated with major processes;

• Validation classification of existing Controls to mitigate risks;

• Identification of improvements and upgrades to the control;

• Improving the effectiveness of controls through data analytics;

• Performing testing of controls by Independent Internal Audit firm;

• Implementation of sustainable solutions to Audit observations;

The IFC audits are conducted annually by an independent firm of Chartered Accountants by testing of controls to ensure that all controls are operational, effective, adequate and identifying improvements to controls wherever necessary which is reviewed by the Audit Committee.

FINANCIAL REVIEW

Liquidity and Cash Equivalents

The Company follows efficient working capital management. This requires being prudent in capital expenditure. Also, making its cash conversion cycle more efficient through faster collections from debtors, faster conversion from raw materials to finished goods through Quick Response Manufacturing (QRM) results in a healthy cash generation. Thereby, the Company is able to maintain its debt-free status.

The Company's robust Cash Management Policy comprises of: a. Usage of cash to provide sufficient working capital to address business objectives of the Company and to add value to all stakeholders by continued enhancement. b. Conserving sufficient cash as reserves that will aid the Company in venturing into meaningful business opportunities that unfold in future. c. Prudently invest surplus funds that the business generates in liquid investments including AAA or AA rated debt schemes of mutual funds as per the Board approved policy. This ensures the availability, safety and liquidity of the Company's funds while ensuring reasonable yield as per the prevailing market rates. The surplus funds are generated through stringent control of working capital.

As on 31 st March 2026, the Company's investment in debt mutual funds was Rs. 4075 lakhs in securities holding papers with high credit rating.

Costs

The Company continues to pursue cost optimisation initiatives, with a sustained focus on controllable costs through reduction of losses and rejections, better negotiations with suppliers and vendors and improved price realisation from scrap sales. The Company managed its cost by negotiating annual price with critical suppliers and buying in bulk based on annual demand projection. To combat supply chain disruption, the Company continues developing alternate suppliers as a part of its de-risking strategy. Also, the Company continues looking at the indigenisation of some of the supplies.

Initiatives like Vendor Managed Inventory (VMI) has ensured continuity of supplies of critical items including rationalisation of costs. Focus on Cost Optimisation has yielded savings in all the business segments. The variable and fixed cost reduction initiatives undertaken in the previous year have resulted in good improvement in the bottom line.

FINANCIAL POSITION Share Capital

The paid-up equity share capital as on 31 st March 2026 was Rs. 200 lakhs. During the year under review, the Company did not issue any shares with differential voting rights or granted any stock options or sweat equity.

Shareholders' Funds

The shareholders' fund as on 31 st March 2026 was Rs. 23385 lakhs against Rs. 21975 lakhs of previous year. Accordingly, the book value per share stands at Rs. 1169/- as compared to Rs. 1099/- during the previous year.

Loan Funds

The Company continues its debt free status as it does not have any long-term borrowing. It continues to utilise its cash credit limit with the banks to bridge the short-term fund requirements.

Credit Rating

The Company's credit rating as on 31 st March 2026 is as follows:

The working capital limits of the Company continue to be rated by ICRA as AA- (pronounced ICRA double A minus) rating assigned to the Rs. 2 Crore Long-term Fund facilities of the Company which signifies low credit risk and stable. The short-term rating assigned to Rs. 19 crore Non-Fund Based working capital limit was reaffirmed as A1+ (pronounced ICRA A one plus) by ICRA.

ASSETS

Capital Expenditure

The Company follows the policy of being prudent in its capex spend. During the current year, the capital expenditure was

Rs. 799 lakhs (Previous year: Rs. 5829 Lakhs). The major capex spent was on new plant & machinery for capability building in fast growing products and new products capacity enhancements, which are critical for the future growth of the Company. As in the past, the Company follows the policy of funding all the capex through internal accruals. The Company reviews all its capex investments performance periodically against the projected rate of interest and payback period.

Inventories and Sundry Debtors

The Company follows rigorous Working Capital Management, based on a robust process of continuous monitoring and control of receivables, inventories and other parameters. The overall inventory level as on 31 st March 2026 is Rs. 4617 lakhs which is higher than the previous year (Rs. 3440 lakhs as on 31 st March 2025). The reason for inventory increase is finished machines worth Rs. 955 lakhs lying in stock as at year end awaiting clearance from the customers for delivery.

Receivables (Gross) as on 31 st March 2026, were at Rs. 5009 lakhs against Rs. 6694 lakhs during the previous year. The lower receivables are due to lower sales during the year ended March 2026. The Company closely monitors the Days Sales Outstanding (DSO) through an aggressive receivable management system including close follow-ups and credit lock through the SAP system. This ensures that receivables are kept under control and payments received on time. The DSO is at 100 days as on 31 st March 2026 (101 days as on 31 st March 2025), primarily on account of lower sales during March 2026.

FOREIGN EXCHANGE HEDGING

The Company, being a net exporter, continues to practice natural hedging of foreign exchange earnings and outflow and does not take forward covers. The net forex gain during the year was Rs. 172 lakhs (Previous Year: Rs. 94 lakhs). The Company maintains EEFC (Export Earnings in Foreign Currency) bank account in Euro and Dollar where the export realisations in foreign currency are used to pay the import bills, thereby safeguarding against forex volatility.

HUMAN RESOURCE

The Company takes pride in its strong and diverse workforce, where every individual is recognised as a "Partner in Progress." Its human capital comprising the education, experience, potential, and capabilities of its people remains a critical intangible asset that drives sustained growth, operational excellence, and innovation. The Company fosters a culture of inclusivity and collaboration by actively encouraging employee participation in continuous improvement initiatives such as Cross Functional Teams (CFTs), Kaizens, Small Group Activities (SGAs) and the Suggestions Scheme. These platforms promote ownership, innovation and collective problem-solving across all levels of the organisation. The Company takes pride in reporting a zero-accident record during the financial year, reflecting its strong safety culture, disciplined execution and the collective commitment of employees towards maintaining a safe work environment. The Company also promotes employee engagement and team spirit through various sports and recreational initiatives. During the year, employees actively participated in the CUMI Champions League (CCL), witnessing enthusiastic involvement across functions. The Company achieved notable success, securing recognition in Chess and Table Tennis and in Cricket, Volleyball, and Carrom, reflecting a vibrant culture of teamwork, competitiveness and overall employee wellbeing.

Industrial harmony has been sustained through positive employee relations and a constructive work environment. As of 31 st March 2026, the Company's permanent employee strength stood at 396. Various employee-driven committees including the Health & Safety Committee, Canteen Committee, Sports & Events Committee, POSH Committee and Works Committee continue to play an active role in enhancing engagement and ensuring timely resolution of employee concerns.

Major HR Initiatives of FY 2025-26

Enabling Change Management and Leadership Development

• Developed a long-term strategic recruitment plan to address future workforce requirements, including targeted headhunting for niche and critical roles.

• Identified high-potential employees (HiPos) and enrolled them in structured development programmes in collaboration with reputed business management schools/ academic institutions to enhance leadership capabilities and strengthen organisational human capital.

• Established a dedicated Engineering Vertical to cater to evolving customer requirements, enabling the Company to better serve its markets in FY 2026-27 and beyond.

• Launched specialised capability-building initiatives, including Value Selling and language training, to enhance business effectiveness in global markets.

• Continued alignment with the Company's Long Term Strategy (LTS) through focused capability development and strategic workforce planning.

Hiring & Onboarding Excellence

• Engaged regional recruitment consultants to strengthen location-specific hiring and improve overall recruitment efficiency.

• Onboarded specialised talent across R&D, Product DevelopmentandMachineApplications,strengthening the existing talent pipeline and supporting future business growth.

• Enhanced the onboarding experience through structured induction programmes, buddy and mentoring systems and pre-boarding engagement platforms.

• Implemented functional head review mechanisms to provide timely feedback and ensure early alignment of new hires with organisational objectives.

Talent Retention and Engagement

• Conducted comprehensive market benchmarking exercises, leading to compensation adjustments to remain competitive and retain key talent.

• Strengthened employee engagement through structured feedback mechanisms and engagement surveys, followed by targeted action plans.

• Designed customised compensation structures for niche and critical technical roles to effectively address talent gaps.

Operational Excellence and Productivity Enhancement

• Initiated labour demand forecasting and optimised staffing mix across permanent employees, trainees and contract workforce.

• Implemented the National Apprenticeship Promotion Scheme (NAPS) to support flexible workforce requirements and build a sustainable talent pipeline.

• Rolled out focused upskilling programmes to address productivity bottlenecks in key functional areas.

• Integrated Lean practices and multi-skilling initiatives to enhance workforce flexibility, efficiency and overall productivity.

Digitalisation & Digital Transformation

Introduced a new Human Resource Management System (HRMS) platform during the year with a user-friendly interface, enabling faster access to information, improving transparency and significantly reducing manual interventions.

Industrial Relations and CSR

• Maintained harmonious industrial relations through continuous shop-floor engagement and proactive grievance resolution mechanisms.

• Strengthened employee participation by forming cross-functional committees to co-create solutions and improve workplace practices.

• Expanded employee wellness initiatives, including monthly awareness sessions and access to professional counselling services.

• Contributed to community development through CSR initiatives, including infrastructure support for schools and healthcare support to government hospitals, enhancing access to quality education and medical services.

RELATED PARTY TRANSACTIONS Policy On Related Party Transactions

The Company, as per the requirements of the Companies Act, 2013 and Regulation 23 of the Listing Regulations has a Policy for dealing with Related Parties. This Policy was last revised during FY 2025-26 in line with the amendments introduced to the Listing Regulations by SEBI during the year.

The Policy on Related Party Transactions as approved by the Board is available on the Company's website at https:// wendtindia.com/wp-content/uploads/2026/02/RPT-Policy-Wendt.pdf

Regulatory Requirement

The transactions of the Company with Related Parties during the year under review were broadly in the nature of sales, purchases, dividend income, management fees and other transactions including investments/corporate guarantees. All RPTs entered during the year under review by the Company were in the ordinary course of business at arm's length basis and in compliance with the provisions of the Act, the Listing Regulations, the Policy for dealing with Related Parties of the Company and the applicable Indian Accounting Standards.

Review & Approval Process

The Company reviews its Related Party Transactions in accordance with established processes and applicable regulatory requirements and has aligned its reporting framework with the Industry Standards issued on 26 th June 2025. All stakeholders, have been sensitised to the revised requirements through awareness sessions to ensure alignment with the updated reporting mechanisms. The details of transactions proposed to be entered into with Related Parties are placed before the Audit Committee for its approval on an annual basis, prior to the commencement of each financial year. Thereafter, a statement containing the nature and value of the transactions entered into by the Company with Related Parties is presented for quarterly review by the Committee. Further, revised estimates or changes, if any to the proposed transactions for the remaining period are also placed for approval by the Committee on a quarterly basis. Besides, the Related Party transactions entered during a year are also reviewed by the Board on an annual basis.

As detailed above, prior approval of the Audit Committee is obtained for the financial year for transactions that are foreseen and are repetitive in nature. Omnibus approvals in respect of transactions that cannot be foreseen are also obtained as permitted under the applicable laws from the Audit Committee and the usage of these limits are reviewed on a quarterly basis. The list of Related Parties is reviewed and updated periodically as per the prevailing regulatory requirements.

At the Audit Committee meeting held on 13 th March 2026, the estimated transactions of FY 2026-27 of the subsidiary companies with their Related Parties as well as those envisaged with the Related parties of the Company were placed before the Audit Committee of the Company along with the minimum information in the format as introduced by SEBI and Industry Standards Forum. Subsidiary companies follow the same oversight process as the parent company in this regard.

Form AOC-2

All transactions with Related Parties under the Companies Act, 2013 entered during the financial year were in the ordinary course of business and on an arm's length basis and hence no particulars are required to be entered in the Form AOC-2. Further, all transactions entered into with Related Parties during the year even at arms' length basis and in the ordinary course did not exceed the thresholds prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014 or Listing Regulations or the Company's Policy in this regard and hence no disclosure was required to be made in Form AOC-2. Accordingly, there are no contracts or arrangements entered with Related Parties during the year to be disclosed under Sections 188(1) and 134(h) of the Companies Act, 2013 in Form AOC- 2. The Form AOC-2 in the prescribed format is annexed to this report as

Annexure B.

During the year under review, there are no materially significant Related Party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or their relatives may have a potential conflict with the interest of the Company at large.

None of the Directors and KMPs had any pecuniary relationship or transaction with the Company other than those relating to remuneration in their capacity as Directors/Executives and corporate action entitlements in their capacity as shareholders of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company's ethical, transparent and accountable conduct is deeply embedded in its corporate culture. As a responsible public listed entity, the Company recognises that its obligations beyond financial performance and shareholder interests to encompass the expectations of the wider society in which it operates. Regulation 34 of the Listing Regulations mandates top 1,000 listed entities based on market capitalisation to submit a Business Responsibility and Sustainability Report ('BRSR') in the format as specified by SEBI from time to time. The Company has prepared the BRSR for FY 2025-26 with an aim to provide standardised, transparent view of how it integrates responsible business practices into its operations and its commitment towards environmental sustainability, social impact, and governance (ESG) practices. A copy of the Policy is available at https://wendtindia.com/wp-content/ uploads/2025/02/Busines-Responsibility-Policy.pdf The Business Responsibility and Sustainability Report for the year ended 31 st March 2026 in terms of Regulation 34 of the Listing Regulations is annexed to this Report as

Annexure E. GOVERNANCE BOARD OF DIRECTORS

As on 31 st March 2026, the Board of the Company comprised six (6) Directors of which half (three) are independent,

2 (two) are Non-Executive and Non-Independent and 1 (one) is the Executive Director & Chief Executive Officer. During the FY 2025-26, Mr. Ninad Gadgil, Executive Director and Chief Executive Officer, stepped down from the services of the Company with effect from the close of business hours on 15 th September 2025. The Board of Directors, at their meeting held on 19 th January 2026, approved the appointment of Mr. Amit Ingale as an Executive Director and Chief Executive Officer with effect from the same date, which was subsequently approved by the shareholders through Postal Ballot on 26 th March 2026. The Board also recommended the re-appointment of Mr. Bhagya Chandra Rao as a Non-Executive Independent Director for a second term of three years with effect from 22 nd January 2026, at its meeting held on 9 th December 2025, which was subsequently approved by the shareholders through Postal Ballot on 15 th January 2026.

The Board places on record its appreciation for the services rendered by Mr. Ninad Gadgil during his tenure of office as Executive Director and CEO of the Company. The Board welcomed Mr. Amit Ingale and wished him well in his role as an Executive Director and CEO.

Consequent to the changes in the Board composition, the constitution of various Committees of the Board were reviewed and revised more fully detailed in the Corporate Governance section of the Report.

Mr. Muthiah Venkatachalam retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. A proposal for his re- appointment is included in the Notice convening the 44 th Annual General Meeting for consideration and approval by the shareholders.

The Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence prescribed both under the Companies Act, 2013 and the Listing Regulations. In the opinion of the Board, all the Directors appointed during the year are persons with integrity, expertise and possess relevant experience in their respective fields. The skill matrix of the Board is detailed in the Corporate Governance Report - Annexure F forming part of this Annual Report. All the Independent Directors of the Company have registered their names in the Independent Directors Data bank and had completed test/exempted as required under the Companies Act, 2013 and the Rules referred therein.

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Amit Ingale, Executive Director & Chief Executive Officer, Mr. Mukesh Kumar Hamirwasia, Chief Financial Officer and Mr. P Arjun Raj, Company Secretary are the Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.

BOARD MEETINGS

A calendar of Board Meetings is prepared and circulated in advance to the Directors.

During the year, eight (8) Board Meetings were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting and attendance of the directors are given in the Corporate Governance Report forming an integral part of this report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. Structured assessment forms were used in the overall Board evaluation comprising various aspects of the Board's functioning besides the financial reporting process, internal controls and risk management. The evaluation of the Committees was based on their terms of reference fixed by the Board besides parameters such as the frequency of meetings, quality of deliberations, and effectiveness in discharging responsibilities and making meaningful contribution etc.

The evaluation process is carried annually by means of structured questionnaires to evaluate the performance of individual Directors on parameters such as their level of engagement and contribution, objective judgement etc. The Executive Director's evaluation is based on leadership qualities, strategic planning, communication, engagement with the Board etc.

The Chairman is also evaluated based on the key aspects of his role which included leadership, ability to facilitate effective Board discussions, and overall governance contribution. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole and the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held during the year.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board has formulated the criteria for Board nominations as well as the policy on remuneration for Directors and employees of the Company. The Remuneration Policy lays down broad guidelines for payment of remuneration to Executive and Non-Executive Directors within the limits approved by the shareholders of the Company.

The criteria for Board nominations lays down the qualification norms in terms of personal traits, experience, background and standards for independence besides the positive attributes required for a person to be inducted into the Board of the Company. These criteria are aligned with the Company's commitment to having a diverse, competent, and effective Board. The criteria for induction into Senior Management positions have also been laid down- ensuring a consistent leadership selection approach across levels. The Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Companies Act, 2013 and reflects the remuneration philosophy and principles of the Murugappa Group to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. Further details are available in the Corporate Governance Report forming part of this annual report.

The Board Nomination criteria and the Remuneration policy are available on the website of the Company at https:// wendtindia.com/wp-content/uploads/2025/02/criteria-for-board-nomination-2025.pdf and https://wendtindia. com/wp-content/uploads/2025/04/Remuneration-Policy. pdf

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises four members out of which three (3) including Chairman is independent. Mr. L Ramkumar is the Chairman and the other members are Mrs. Hima Srinivas, Mr. Bhagya Chandra Rao and Mr. Sridharan Rangarajan. During the year, five (5) Audit Committee meetings were held, the details of which are provided in the Corporate Governance Report. All the recommendations of the Audit Committee during the FY 2025-26 were accepted by the Board of Directors.

THOSE CHARGED WITH GOVERNANCE (TCWG)

During the year under review, in line with requirements laid down vide circular dated 7 th January 2026 by the National Financial Reporting Authority (NFRA) for companies to establish a structured and demonstrable framework for effective two-way communication between Statutory Auditors and Those Charged with Governance (TCWG), the Board of Directors of the Company basis the recommendation of the Audit Committee have approved a framework in this regard. The Audit Committee together with the Executive Director of the Company are collectively regarded as the TCWG of the Company. The nodal persons of the TCWG are the Chairperson of the Audit Committee and the Executive Director.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records in respect of products of the Company covered under CETA category of Machinery & Mechanical appliances. Further, the cost accounting records maintained by the Company are required to be audited.

The Board, on the recommendation of the Audit Committee, re-appointed M/s. B Y & Associates (Firm No. 003498), Cost Accountants, Chennai to audit the cost accounting records maintained by the Company under the said Rules for FY 2025-26 at a remuneration of Rs. 1,10,000/-. Further, they have been re-appointed by the Board to conduct the cost audit for the FY 2026-27 at a remuneration of Rs. 1,25,000/- plus out of pocket expenses incurred in connection with the audit.

The Companies Act, 2013, mandates that the remuneration payable to the Cost Auditor is to be ratified by the shareholders. Accordingly, a resolution seeking the shareholders' ratification of the remuneration payable to the Cost Auditor for the FY 2026-27 is included in the notice convening the 44 th Annual General Meeting.

STATUTORY AUDITORS AND AUDITORS' REPORT

In line with the requirements of the Companies Act, 2013, the Company, with the approval of the shareholders at the Annual General Meeting held on 22 nd July 2022, reappointed M/s. Price Waterhouse Chartered Accountants LLP (Reg. No. FRN 012754N/ N500016) (PW) as the Statutory Auditors of the Company to hold office from the conclusion of 40 th Annual General Meeting until the conclusion of the 45 th Annual General Meeting (AGM) at a remuneration of Rs. 12,50,000/- (excluding out of pocket expenses incurred by them in connection with the Audit and applicable taxes) for the FY 2022-23. The remuneration is decided by the Board for the subsequent years based on the recommendation of the Audit Committee.

As required under Regulation 33 of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Report given by M/s. Price Waterhouse Chartered Accountants LLP on the Financial Statements of the Company for the year ended 31 st March 2026 is provided in the financial section of the Annual Report.

There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their report. The details of the comments made by the Auditors in their Report and the explanations to the same by Company are given below:

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, and hence there are no details to be disclosed under Section 134(3)(ca) of the Act.

There were no material changes or commitments affecting the financial position after the end of the financial year and date of this report.

SECRETARIAL AUDIT

In line with the requirement of Regulation 24A the Listing Regulations pertaining to appointment of Secretarial Auditor, the Shareholders of the Company at 43 rd AGM of the Company have approved the appointment of M/s. Sridharan & Sridharan & Associates, Company Secretaries, Chennai as the Secretarial Auditor to undertake the Secretarial Audit of the Company at the 43 rd Annual General Meeting for a period of five (5) years to hold office from financial year 2025-26 to the financial year 2029-30 at a remuneration of

Rs. 1,00,000/- excluding out of pocket expenses incurred by them in connection with the Audit and applicable taxes for FY 2025-26. The report of the Secretarial Auditor for year ended 31 st March 2026 is annexed to and forms part of this Report as Annexure G .

The details of the qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report and the explanations to the same by Company are given below:

Auditor's Comment Explanation

Consequent to the resignation of Mr. Ninad Mukund Gadgil, Consequent to the resignation of Mr. Ninad Mukund Gadgil as Whole-time Director and Chief Executive Officer, with effect Executive Director and Chief Executive Officer with effect from from the close of business hours on 15 th September 2025, the the close of business hours on 15 th September 2025, the Board strength of the Board stood reduced to five Directors as against composition fell below the minimum requirement. Further, the the minimum requirement of six Directors prescribed under KMP position became vacant. The above were to be filled within 3 Regulation 17(1)(c) of the SEBI (Listing Obligations and Disclosure months i.e. 15 th December 2025. However, since the position was Requirements) Regulations, 2015. Accordingly, the Company was that of an Executive Director & CEO, the Board and Nomination and not in compliance with Regulation 17(1)(a) of the SEBI (LODR) Remuneration Committee deliberated on the suitable candidate for Regulations, 2015 relating to the optimum combination of filing in the vacancy. Basis their guidance, the Company initiated a Executive and Non-Executive Directors. comprehensive search process to identify a suitable successor for this critical leadership role.

In terms of Regulation 24A of the Listing Regulations, there is no material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the purpose of this Regulation is a subsidiary whose turnover/net worth exceeds 20 per cent of the consolidated turnover/net worth respectively of the Company and its subsidiaries in the immediately preceding accounting year. Hence, the requirement prescribed under Regulation 24A of the Listing Regulations is not applicable to the Company, in so far as material subsidiary is concerned.

SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

COMPLIANCE MANAGEMENT

A cloud based Compliance Management System of the Company tracks compliances across the various factories/ offices of the Company and has a comprehensive coverage of the various applicable laws including auto updation based on the regulatory changes from time to time.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance including the certificate from a Practicing Company Secretary confirming compliance is annexed as Annexure F and forms a part of this Annual Report.

THE MATERNITY BENEFIT ACT 1961

The Company has duly complied with the provisions of the Maternity Benefit Act 1961 has in place a Maternity Policy to support the health and work-life balance of women employees during and after pregnancy.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company remains committed to providing a safe, inclusive, and respectful workplace. It has a well-defined Policy on Prevention of Sexual Harassment, aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) is duly constituted in compliance with statutory requirements. No complaints were received during the year under review, reaffirming the Company's commitment to maintaining a dignified and secure work environment.

The disclosure in relation to the provisions of the POSH Act for the FY 2025-26 is as below:

CEO/CFO CERTIFICATE

Mr. Amit Ingale, Executive Director & Chief Executive Officer and Mr. Mukesh Kumar Hamirwasia, Chief Financial Officer have submitted a certificate to the Board on the integrity of the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

VIGIL MECHANISM UNDER WHISTLE BLOWER POLICY

The Company has a well-established whistle blower policy as part of vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. This mechanism also provides for adequate safeguards against victimisation of Director(s)/ employee(s) who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. Further, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Whistle Blower Policy also provides a framework for reporting instances of potential leakage or misuse of Unpublished Price Sensitive Information (UPSI).

The Whistle blower policy is available on the Company's website at https://wendtindia.com/wp-content/ uploads/2026/01/Whistle-Blower-Policy.pdf. It is affirmed that during the year, no employee was denied access to the Audit Committee.

ANNUAL RETURN

The Annual Return in Form MGT-7 is available at https://wendtindia.com/wp-content/uploads/2026/07/ Annual-Return_final.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board, to the best of its knowledge and belief and according to the information and explanations obtained by it confirm that: • in the preparation of the annual accounts for the financial year ended 31 st March 2026, the applicable accounting standards have been followed and there have been no material departures from the same; • they have selected appropriate 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 the end of the financial year and of the profits of the Company for that period; • proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; • the annual accounts have been prepared on a going concern basis; • proper internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; • proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information on energy conservation, technology absorption, expenditure incurred on Research & Development and forex earnings/outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to and forms part of this Report as Annexure A.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

The information on employees and other details required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this Report as Annexure D. OTHER CONFIRMATIONS

The Company states that there were no disclosures or reporting requirements in respect of the following items during the year under review and accordingly confirms that:

• there has been no change in the nature of business of your Company; • there was no revision of financial statements and Board's Report of the Company during the year under review; • the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable; • neither any application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the Company during the year under review nor any proceeding under the IBC was initiated or is pending as at 31 st March 2026;

• there is no plan to revise the financial statements or Report in respect of any previous financial year;

ACKNOWLEDGMENTS

The Board gratefully acknowledges the co-operation received from various stakeholders of the Company viz., customers, suppliers, partners, banks, government and other statutory authorities, auditors, business associates and shareholders. The Directors extend their gratitude to all the regulatory agencies like SEBI, Registrar of Companies, Stock Exchanges and other Central and State Government authorities/agencies, vendors and sub-contracting partners for their support. The Board also acknowledges the unstinted co-operation, commitment and dedication made by all the employees of the Company in the previous financial year.

The Directors also wish to place on record their gratitude to the members of the Company for their unrelenting support & confidence.