Your Board of Directors are pleased to present the 105th Annual Report on the business and results of operations of
The Indian Wood Products Co. Ltd (‘IWP’ or ‘the Company’), together with Audited Financial Statements (Standalone
and Consolidated) for the FY2025.

This Board’s Report is prepared in compliance with the provisions of the Companies Act, 2013, (“the Act”) and the
Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“Listing Regulations”).

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2025, are
summarized as under: (Rs in Lakhs)

In FY 2025, your Company has once again delivered its
commitment to strong execution and disciplined growth.
Our unwavering focus on operational excellence has
enabled us to achieve good financial results, justifying
our position as a leader in the Katha Industries in India.
Our EBITDA for the year reflects steady progress, driven
by operational efficiencies and focus on higher-margin.
Most notably, we built a milestone that underscores our
financial discipline and operational strength.

• FINANCIAL PERFORMANCE - STANDALONE

The Company achieved total revenue from operations of
Rs. 22635.94 lakhs for the year ended 31 March 2025
as against Rs. 19241.53 lakhs for the year ended 31
March 2024 representing an increase of 19.64% due to
increase in volume, average realization and change in
product mix. The Profit Before Tax (PBT) for the year,
was Rs. 506.41 Lakhs as compared to Rs. 325.90 lakhs

for the previous year due to better average realization
and operational efficiencies. During the financial year
2024-25, the Company earned a Profit After Tax of Rs
367.79 lakhs as compared to Rs. 259.01 lakhs in the
previous year.

• FINANCIAL PERFORMANCE - CONSOLIDATED

Our Company has one (1) overseas joint venture namely
M/s. Agro and Spice Trading Pte Limited, Singapore, as
on 31 March 2025, whose accounts were consolidated
with the financials of the Company after the PBT level in
accordance with the IndAS.

The consolidated financial statements of the Company
for the financial year ended 31 March 2025, have been
prepared in accordance with the Indian Accounting
Standards (IND AS) 110 - “Consolidated Financial
Statements” as notified by Ministry of Corporate Affairs
and as per the general instructions for preparation of

consolidated financial statements given in Schedule
III and other applicable provisions of the Act, and in
compliance with the SEBI Listing Regulations.

The Profit Before Tax (PBT) for the year under review
was Rs. 667.77 lakhs as compared to Rs. 432.71 lakhs
for the previous year on account of increase in volume,
average realization and operational efficiencies. During
the financial year 2024-25, the Company earned a profit
after tax of Rs. 529.15 lakhs as compared to Rs. 365.82
lakhs in the previous year.

The Audited Consolidated Financial Statements along
with the Auditor’s Report thereon forms part of the
Annual Report

2. DIVIDEND

The Board has recommended a dividend of Re. 0.15 per
equity share having face value of Rs. 2 each (i.e. @ 7.5%
per equity share of face value Rs. 2 each) for the financial
year ended 31 March 2025 (Dividend for financial year
2023-24 @ Re. 0.10 per equity share of Rs. 2 each) out
of its’ current profits, subject to the approval of Members
at the ensuing Annual General Meeting (hereinafter
referred to as ‘AGM’) of the Company. The Dividend
payout during the financial year ended 31 March 2025
was Rs 95.96 Lakhs (previous year: Rs 63.97 Lakhs).

The dividend, as recommended by the Board, if approved
at the ensuing AGM, will be paid to those Members,
whose name appears on the Register of Members as on
the Record Date i.e. September 05, 2025. If approved,
the dividend shall be paid within 30 days from the date
of declaration as per the relevant provisions of the
Companies Act, 2013 (hereinafter referred to as ‘Act’).

Pursuant to the provisions of the Income-tax Act, 1961,
the dividend paid or distributed by a Company shall be
taxable in the hands of the shareholders. Accordingly, in
compliance with the said provisions, your Company shall
make the payment of the dividend after the necessary
deduction of tax at source at the prescribed rates,
wherever applicable. For the prescribed rates for various
categories, the shareholders are requested to refer to
the Income Tax Act, 1961 and amendments thereof.

3. SHARE CAPITAL

There is no change in the Share Capital of the Company
during FY 2024-25. The paid-up Share Capital of the
Company as on 31 March 2025 comprises 6,39,72,720
Equity shares of Rs.2/- each. During the year under
review, the Company has not issued any shares.

4. TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose
to transfer any amount to general reserve and has
decided to retain the entire amount of profit for FY 2024¬
25 in the profit and loss account.

5. REVIEW OF OPERATIONS AND STATE OF
AFFAIRS

The Board of Directors of your Company is pleased
to inform that the Company has closed FY 2024-25
recording another year of robust operational & Financial
growth. During the year under review the company
has achieved a sales volume of 3983.240 MT Katha as
against 3337.004 MT Katha in FY 2023-24 representing
an increase of 19.37%. The Company’s EBIDTA stood
at Rs. 1631.01 Lakhs in FY 2024-25 as compared to
Rs. 1489.20 Lakhs in previous year and the net profit
stood at Rs. 367.79 Lakhs in FY 2024-25 as against Rs.
259.01 Lakhs in the previous fiscal.

The management is focused on achieving desired results
coupled with sustained production levels. The trend is
likely to continue and we are hopeful to have a better
operational and financial performance in FY2025-26.

Our Company is committed to a clean environment and,
thus, always thrives to ensure the best measures are
implemented to ensure environmental safety. The best
of environment, safety and pollution control measures
are implemented across all our manufacturing units and
the measures adopted are adequate. The management
continuously reviews the measures adopted and their
efficiency to ensure environmental safety.

The operational performance and results are provided in
the “Management Discussion and Analysis Report” as a
separate section in this Annual Report.

6. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

During the year, the Company had received a revised
order from the Income Tax Department under section
154/147 of the Income Tax Act, for the Assessment
Year 2018-19. Wherein the Income Tax department has
reduced the tax demand from Rs. 17,17,49,287/- to Rs.
10,17,17,149/-. The reduction in the demand was due
to error in the computation of interest U/s 234B, which
resulted in an excess levy of interest in the previous
order. The appeal against the said order is still pending

before the Commissioner of Income Tax (Appeals).

For further details on Direct/Indirect Tax Cases, please
refer to Note No. 52 to the notes to the account.

Except above, there are no significant/ material orders
passed by the Regulators / Courts / Tribunals which
would impact the going concern status of the Company
and its future operations. During the year under review,
no Corporate Insolvency Resolution application was
made, or proceeding was initiated, by/against the
Company under the provisions of the Insolvency and
Bankruptcy Code, 2016 (as amended). Further, no
application / proceeding by / against the Company under
the provisions of the Insolvency and Bankruptcy Code,
2016 (as amended) is pending as on 31 March 2025.

7. ALTERATION OF MEMORANDUM AND
ARTICLES OF ASSOCIATION

During FY 2024-25, the Company had not altered
any of its clauses in the Memorandum and Article of
Association.

8. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THIS REPORT

There were no material changes and commitments
that occurred after the close of the year till the date of
this Report, which affected the financial position of the
Company.

During the year under review, there was no fundamental
change in the nature of the business of the Company.

9. HOLDING, SUBSIDIARIES, ASSOCIATES &
JOINT VENTURE

Your Company has no holding, subsidiary or associates’
company as on 31 March 2025.

The Company has one (1) overseas joint venture namely
M/s. Agro and Spice Trading Pte Limited, Singapore, as
on 31 March 2025, which is engaged in the business of
trading of spices. PT Sumatra Resources International
& Pt. Thea Universal Trade are subsidiaries of the said
joint venture M/s. Agro and Spice Trading Pte Limited.
PT Sumatra Resources International is engaged in the
business of manufacturing Catechins from Gambier with
the use of innovative technology.

A statement containing the salient features of the
financial statement of the joint venture Company in

the prescribed format AOC-1 is annexed herewith as
“Annexure - 1”.

Further, pursuant to the provisions of Section 136 of the
Companies Act, 2013, the standalone and Consolidated
financial statements of the Company, along with
relevant documents and separate audited accounts
in respect of the joint venture, are available on the
website of the Company at https://www.iwpkatha.com/
financial_performance.html. These documents will also
be available for inspection till the date of the AGM during
business hours at the Registered Office of the Company.

10. INDIAN ACCOUNTING STANDARD (IndAS)

Pursuant to the Companies (Indian Accounting
Standard) Rules 2015, the Company’s Audited Financial
Statements for FY 2024-25 are Indian Accounting
Standard (INDAS) compliant.

11. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has an adequate Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Internal Audit of the Company for the
financial year 2024-25 was carried out by M/s. P Suman
& Co., Chartered Accountants, Internal Auditors for
all divisions and units of the Company. To maintain its
objectivity and independence, the Internal Auditor reports
to the Chairman of the Audit Committee of the Board.
The Audit Committee regularly interacts with the Internal
Auditors, the Statutory Auditors and Senior Executives of
the Company responsible for financial management and
other affairs. The representative of Statutory Auditors
and the Internal Auditors are permanent invitees to the
Audit Committee meetings. The measures as suggested
by the Audit Committee are implemented as per the
direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority
and responsibilities within which they perform their
duty;

b) All the Banking transactions are under joint authority
and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter
require fresh prior approval.

The Audit Committee regularly observes that proper
internal financial controls are in place, including with

reference to financial statements. During the year, such
controls were reviewed, and no reportable material
weakness was observed.

12. LISTING STATUS

The Company’s equity shares are listed on BSE Limited
under Script Code 540954 and ISIN No. INE586E01020.
The Company has paid the Annual Listing Fees for
FY2025-26.

13. FIXED DEPOSITS

During the financial year 2024-25, the Company has
not accepted nor renewed any deposits from the public
within the meaning of Section 73 and Section 74 of
the Act, therefore the disclosure pursuant to Rule 8 (5)
(v) & (vi) of Companies (Accounts) Rules, 2014, is not
applicable to the Company.

14. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

In accordance with Regulation 34(2)(e) of SEBI (LODR)
Regulation 2015, the “Management Discussion and
Analysis Report” section in this Annual Report forms an
integral part of this report.

15. REPORT ON CORPORATE GOVERNANCE

Your directors believe that corporate governance is an
ethically driven business process that is committed to
values aimed at enhancing the growth of your Company.
We are committed to achieve the highest standards
of ethics, transparency, corporate governance and
continue to comply with the code of conduct framed for
the Board and senior management under SEBI Listing
Regulations and have maintained high standards of
corporate governance based on the principle of effective
implementation of internal control measures, adherence
to the law and regulations and accountability at all levels
of the organization.

Your Company’s corporate governance practices are
driven by effective and strong Board oversight, timely
disclosures, transparent accounting policies and
high levels of integrity in decision making. In terms of
Regulation 34(3) of the SEBI (LODR) Regulation 2015,
the “Report on Corporate Governance” together with
a certificate from the Practicing Company Secretary
regarding compliance with the requirements of Corporate
Governance is included as a separate section in this
Annual Report and form an integral part of this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by
the Internal Auditors, Statutory Auditors, and Secretarial
Auditor, the reviews performed by the management,
with the concurrence of the Audit Committee, pursuant
to Section 134(3) read with Section 134(5) of the Act and
as per Schedule II Part C(A)(4)(a) of the SEBI Listing
Regulations, the Board states the following for the year
ended 31 March 2025:

i) in the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to materials
departures;

ii) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the company at the end of the financial year and
the Profit of the Company for that period;

iii) The Directors had taken proper and sufficient
care 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;

iv) That the Directors had prepared the annual accounts
on a going concern basis;

v) That the Directors had laid down internal financial
controls in the Company that are adequate and
were operating effectively; and

vi) The Directors have devised proper systems to
ensure Compliance with the provisions of all
applicable laws and that such systems are adequate
and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility
and the environment in which it operates. Over the
years, the Company aimed towards improving the
lives of the people. Acknowledging its responsibility
towards the society, your Board, in compliance with the
provisions of Section 135(1) of the Act and Rules made
thereunder has formulated the CSR Committee and
CSR Policy. Further, the CSR policy has been placed
on the website of the Company and can be accessed

through the following link: https// www.iwpkatha.com/
files/IWP_CSR_Policy.pdf.

The Company’s CSR policy covers activities in the
field of eradication of extreme hunger and poverty,
promotion of education, promotion of gender equality,
empowerment of women, improvement of mental health,
slum area development and rural development projects,
employment enhancing vocational skills, ensuring
environmental sustainability, animal welfare, sanitation
including contribution to Swachh Bharat Kosh set up
by the Central Government, contribution to the Prime
Ministers National Relief Fund or any other project set
up by the Central Government.

During the financial year 2023-24, the Company was
required to spend Rs. 0.76 Lakhs, the minimum amount
to be spent on CSR activity. The Company spent an
amount of Rs 40.50 Lakhs towards CSR in FY 2023-24
being Rs. 39.74 Lakhs in excess of the amount required
to be spent which was available for set off during FY
2024-25, thus, no amount was required to be spent in
FY 2024-25 after set-off of CSR carry forward amount.

However, the Company has spent during the financial
year 2024-25, an amount of Rs. 22.50 Lakhs towards
CSR, as against the amount require to be spent 2.59
lakhs. Accordingly Rs 19.91 lakhs in excess of the amount
required to be spent which will be available for set off in
subsequent years. There was no amount unspent for the
year ended 31 March 2025. The Company has Rs.59.65
Lakhs as carry forward CSR amount available for set off
in three succeeding financial years.

The Annual Report on CSR activities in terms of Rule
8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed herewith and marked as
Annexure VII forming part of this Report.

18. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of the Company contains an optimum
combination of Executive and Non-Executive Directors.
As on 31 March 2025, it comprises of 8 (Eight) Directors,
viz. 4 (Four) Non-Executive Independent Directors
including a Woman Director and 1 (One) Non-Executive
- Non-Independent Director and 3 (three) Executive
Directors. The position of the Chairman of the Board
and the Managing Director are held by same individual,
wherein the Chairman of the Board is an Executive

Director. The profile of all the Directors can be accessed
on the Company’s website at www.iwpkatha.com

None of the Directors of the Company have incurred
any disqualification under Section 164(1) & 164(2) of the
Act. Further, all the Directors have confirmed that they
are not debarred from accessing the capital market as
well as from holding the office of Director pursuant to
any order of Securities and Exchange Board of India or
Ministry of Corporate Affairs or any other such regulatory
authority.

The details of the Board composition and composition
of Committees are provided separately in the Corporate
Governance Report.

CHANGE IN BOARD COMPOSITION AND KEY
MANAGERIAL

Mr. Vinod Kumar Maheshwary (DIN 02659320)
Independent Director of the Company has resigned from
the Directorship of the Company with effect from close
of business hours on 30th May 2024. Mr. Vinod Kumar
Maheshwary informed the Board that his resignation
was purely on account of his old age and health issue.
He has also confirmed that there were no other material
reasons attributable / connected with the Company for
his resignation. The Board places on record appreciation
for the contribution made by Mr Vinod Kumar Maheswary
during his tenure as an Independent Director of the
Company.

Mr. Sanjay Kumar Maheswary (DIN: 00497335) has
ceased to be an Independent Director of the Company
upon completion of his second and final term as an
Independent Director and consequently ceased to be
a Director of the Company from conclusion of 104th
Annual General held on 10th September 2024. The
Board places on record its deep appreciation for the
contributions of Mr. Sanjay Kumar Maheswary during
his tenure as an Independent Director of the Company.
During the Financial Year 2024-25, Mr. Krishna Kumar
Mohta (Din 00702306), was reappointed as Whole
Time Director designated as Chairman and Managing
Director of the Company, not liable to retire by rotation
for a further period of 3 (three) consecutive years with
effect from 01st April 2024 to 31st March 2027 by means
of passing Special Resolutions of the members through
Postal Ballot on 25th March 2024.

During the Financial Year 2024-25, Mr. Bharat Mohta
(Din 00392090), was reappointed as Whole Time

Director designated as Chief Executive Officer of the
Company, liable to retire by rotation for a further period
of 3 (three) consecutive years with effect from 01st April
2024 to 31st March 2027 by means of passing Special
Resolutions of the members through Postal Ballot on
25th March 2024.

During the Financial Year 2024-25, Mr. Souvik Haldar
(Din No. 10696797) has been appointed as Director
(Independent) for a period of 5 years, with effect from
31st July 2024 to 108th Annual General Meeting to be
held in the year 2028. His appointment was approved
by the Shareholders at the 104th AGM of the Company
held on 10th September 2024.

During the Financial Year 2024-25, Mr. Ravi Chandak
(Din No. 10828077) has been appointed as Whole Time
Director of the Company, liable to retire by rotation for
a period of 3 years, with effect from 14th September
2024 to 31st October 2027 by means of passing Special
Resolutions of the members through Postal Ballot on
29th December 2024.

Mr. Surendra Bagri (DIN 00659888) was appointed as
an Independent Director of the Company for a term of 5
years through Postal Ballot held on March 23, 2021. The
first term of Mr. Surendra Bagri is coming to an end at
the ensuing AGM.

Based on the recommendation of the Nomination and
Remuneration Committee and in terms of the provisions
of Section 149, 150, 152, Schedule IV and any other
applicable provisions of the Companies Act, 2013 and the
SEBI (LODR), Regulation 2015, the Board of Directors
of the Company recommends the reappointment of Mr.
Surendra Bagri as an Independent Director for a second
term of 5 (five) years from the conclusion of 105th AGM
till the conclusion of 110th AGM of the Company to be
held in the year 2030, for approval by the shareholders.
He shall not be liable to retire by rotation.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and as per provisions of the
Articles of Association of the Company Mr. Rajendra
Prasad Chetani (DIN: 00392215), Director of the
Company, retire by rotation and is eligible to offer himself
for re-appointment.

During the financial year 2024-25, the constitution of the
Board complies with the requirements of the Act and the
SEBI Listing Regulations.

Further, the brief resume and other details relating to
the Director seeking appointment or re-appointment,
as stipulated under Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard 2, are provided in
the Notice convening the ensuing 105th AGM.

None of the Directors of your Company is disqualified
under the provisions of Section 164(2) of the Act. A
certificate dated 29th May 2025 received from Md
Shahnawaz, Company Secretary in Practice (CP No
15076) certifying that none of the Directors on the Board
of the Company has been debarred or disqualified from
being appointed or continuing as directors of companies
by Securities and Exchange Board of India (“SEBI”)/
Ministry of Corporate Affairs or any such statutory
authority is annexed to the Corporate Governance
Report.

During the year under review, none of the Directors of the
Company is disqualified as per the applicable provisions
of the Act.

The criteria for selection of Directors and remuneration
policy are disclosed in the Corporate Governance
section which forms part of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, the
Key Managerial Personnel of the Company as on 31st
March 2025 are:

- Mr. Krishna Kumar Mohta, Chairman & Managing
Director

- Mr. Bharat Mohta, Whole Time Director & CEO

- Mr. Ravi Chandak, Whole Time Director

- Mr. Anup Gupta, Company Secretary

- Mr. Raj Kumar Agarwal, Chief Financial Officer.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7)
of the Companies Act, 2013, each of the Independent
Directors has confirmed to the Company that he or
she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 read with
Regulation 16(1 )(b) of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 (the Listing
Regulations) and they have registered their names in
the Independent Directors Databank. Further, pursuant
to Section 164(2) of the Companies Act, 2013, all the
Directors have provided declarations in Form DIR- 8 that
they have not been disqualified to act as Director.

In the opinion of the Board of Directors, all Independent
Directors of the Company fulfil the conditions specified
in the Act 2013 read with Schedule and Rules issued
thereunder as well as under Listing Regulations and are
Independent from Management.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013,
Regulation 17(10) of the Listing Regulations and in
line with our corporate governance guidelines, peer
evaluation of all Board members, annual performance
evaluation of its own performance, as well as the
evaluation of the working of Board’s Committees was
undertaken. This evaluation is led by the Chairman of the
Nomination and Remuneration Committee with a specific
focus on the performance and effective functioning of
the Board and its Committees. The evaluation process,
inter alia, considers attendance of Directors at Board
and committee meetings, acquaintance with business,
communication inter se board members, the time spent
by each of the Board members, core competencies,
personal characteristics, accomplishment of specific
responsibilities and expertise. During the financial year
2024-25, all the members of the Board and its Committees
met the criteria of performance evaluation as set out by
the Nomination and Remuneration Committee.

The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the
basis of the criteria such as the Board composition and
structure, effectiveness of Board processes, information
and functioning etc.

The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
Members on the basis of the criteria such as the
composition of Committees, effectiveness of committee
meetings, etc.

The report on the performance evaluation of the
Individual Directors was reviewed by the Chairman of
the Board. The Board expressed satisfaction with the
overall functioning of the Board and its Committees.

21. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 5 (Five)
times. The details of the Board meetings are provided
in the Report on Corporate Governance, which forms a
part of this Annual Report.

The intervening gap between two consecutive meetings
was within the limit prescribed under the Companies Act,
2013.

22. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2024-25, one meeting of Independent
Directors was held without the presence of the Executive
Directors or Management Personnel on 17th March
2025. At such meeting, the Independent Directors have
discussed, among other matters, the challenges faced
by the Company, growth strategies, flow of information
to the Board, strategy, leadership strengths, compliance,
governance, HR related matters and performance of
Executive Directors.

23. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

*Mr. Sanjay Kumar Maheswary upon completion of 2nd Term as
Independent Director retired from Board of Directors as well as
Chairman of the Audit Committee on 10th September 2024

** Mr. Vinod Kumar Maheshwary resigned from the Directorship
of the Company as well member of the Audit Committee with
effect from close of business hours on 30th May 2024. Mr. Vinod
Kumar Maheshwary informed the Board that his resignation was
purely on account of his old age and health issue.

During the year under review, there has been no instance
where the recommendations of the Audit Committee
have not been accepted by the Board. The details of the
Audit Committee meetings are provided in the Report on
Corporate Governance, which forms part of this Annual
Report.

24. DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, neither any application was
made nor any proceeding is pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

25. MAINTENANCE OF COST RECORDS AND COST
AUDIT

During the year under review, the requirement of
maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the
Companies Act, 2013, and audit of cost records were not
applicable to the Company.

26. DETAILS OF THE DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION:

There was no one-time settlement by the Company with
the Banks or Financial Institutions during the year under
review, thus, the details of the difference between the
amount of the valuation done at the time of one-time
settlement and the valuation done while taking a loan
from the Banks or Financial Institutions along with the
reasons thereof are not applicable.

27. VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10)
of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations the Company has adopted a vigil
mechanism named Whistle Blower Policy for directors
and employees to report genuine concerns, which shall
provide adequate safeguards against victimization of
persons who use such mechanism. Under this policy,
we encourage our employees to report any reporting
of fraudulent financial or other information to the
stakeholders, any conduct that results in violation of the
Company’s Code of Business Conduct, to management
(on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited
discrimination, retaliation or harassment of any kind
against any employee who, based on the employee’s
reasonable belief that such conduct or practice has
occurred or is occurring, reports that information
or participates in the said investigation. The Vigil
Mechanism / Whistle Blower Policy may be accessed
on the Company’s website at https://www.iwpkatha.com/
files/Vigil_Mechanism_2015.pdf.

No individual in the Company has been denied access
to the Audit Committee or its Chairman during the FY
2024-25.

28. AUDITORS AND AUDITORS’ REPORT

M/s. S K Agrawal & Co Chartered Accountant LLP,
Chartered Accountants, (Firm Registration Number:
306033E/E300272) were appointed as Statutory Auditor
of the Company by the members at the 102nd Annual
General Meeting held on 26 September 2022 for a

period of 5 years i.e., from the conclusion of the 102nd
AGM until the conclusion of the 107th Annual General
Meeting to be held in the year 2027.

The Report given by S K Agrawal & Co Chartered
Accountant LLP, Chartered Accountants on the financial
statements of the Company for the financial year 2024-25
is part of the Annual Report and there is no qualification,
reservation, adverse remark, or disclaimer given by the
Auditors in their Reports. The notes to the accounts
referred to in the Auditors’ Report are self-explanatory
and, therefore, do not call for any further comments. The
Auditors of the Company have not reported any fraud in
terms of the second proviso to Section 143(12) of the Act.

29. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company
appointed CS Md. Shahnawaz (Membership No. 21427
CP No. 15076), Practicing Company Secretary, to carry
out the Secretarial Audit of the Company for FY2024-25.
The Secretarial Audit Report, pursuant to Section 204(1)
of the Act for the financial year ended 31st March 2025,
is annexed to this Report as Annexure - 3 and forms
part of this Report.

Explanation or comments by the Board on the
qualification, reservation or adverse remark or disclaimer
made by the Secretarial Auditors - The Secretarial Audit
Report does not contain any qualification, reservation
or adverse remark, and, therefore, does not call for any
further comments.

The Company has undertaken an Annual Secretarial
Compliance Audit for FY 2024-25 pursuant to Regulation
24A(2) of the SEBI Listing Regulations. The Annual
Secretarial Compliance Report for Financial Year ended
31st March 2025 has been submitted to the Stock
Exchanges and the said report may be accessed on
the Company’s website at https://www.iwpkatha.com/
sh_pattern.html.

Pursuant to the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations, the Board of
Directors at its meeting held on 29th May 2025, upon the
recommendation of the Audit Committee, appointed Mr.
Md. Shahnawaz proprietor M Shahnawaz & Associates
(CP No. 15076), Practicing Company Secretary as
Secretarial Auditor for a term of five consecutive years
commencing from financial year 2025-26, subject to

the approval of the shareholders at the forthcoming
AGM of the Company. The Company has received the
necessary consent from Mr. Md. Shahnawaz proprietor
M Shahnawaz & Associates to act as the Secretarial
Auditor of the Company along with the certificate
confirming that his appointment would be within the
applicable limits.

30. INTERNAL AUDITOR

The Board appointed M/s P Suman & Company, Chartered
Accountants, as the Internal Auditors of the Company
for the financial year 2024-25. The Audit Committee
considers and reviews the Internal Audit Report submitted
by the Internal Auditors on a quarterly basis.

The Board at its Meeting held on 29th May 2025 appointed
M/s R K D S & Associates Chartered Accountants, Firm
Regd. No. 0309091E, Membership No. 016384, as
Internal Auditors under the provisions of Section 138 of
the Companies Act, 2013 for the financial year 2025-26.

31. SECRETARIAL STANDARDS

During the year under review, the Company has duly
complied with the applicable provisions of the Secretarial
Standards on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India (ICSI).

32. NOMINATIONS AND REMUNERATION
COMMITTEE

The Board has on the recommendation of the
Nomination and Remuneration Committee framed a
policy for the selection and appointment of Directors and
Senior Management Personnel and their remuneration.
The Remuneration Policy is available on the website at
https://www.iwpkatha.com/files/codes-policies/Policy_
Remuneration%20for%20Director%20&%20KMP.pdf.

The remuneration paid to the directors is as per the
terms laid out in the Nomination and Remuneration
Policy of the Company.

33. REMUNERATION RATIO OF THE DIRECTORS/
KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES

Disclosures relating to remuneration and other details as
required under section 197(12) of the Companies Act,
2013 read with rules 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as ‘Annexure -4’ and forms
part of this Board’s report.

The statement containing particulars of employees

pursuant to Section 197 of the Act, read with Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is not being
sent to the Members along with this Annual Report in
accordance with the provisions of Section 136 of the
Act. Copies of the said statement are available at the
registered office of the Company during the designated
working hours from 21 days before the AGM till the date
of the AGM. Any member interested in receiving the said
statement may write to the Company Secretary, stating
their Folio No./DPID & Client ID.

34. RISK MANAGEMENT POLICY

Your Company’s Risk Management Framework is
designed to enable risks to be identified, assessed
and mitigated appropriately. The Risk Management
framework seeks to create transparency, minimize
adverse impacts on the business objectives and enhance
the Company’s competitive advantage.

The Company has constituted a Risk Management
Committee. The details of the Committee and its terms
of reference are set out in the Corporate Governance
Report forming part of the Board’s Report.

35. INSIDER TRADING POLICY

The Company’s Insider Trading Policy provides the
framework for in dealing with securities of the Company
by the insider. The Company’s Policy in line with SEBI
(Prohibition of Insider Trading) Regulations, 2015, as
amended, is available on the website of the Company
at https://www.iwpkatha.com/files/codes-policies/Code_
of_Conduct_Policy_2019.pdf.

36. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return as on 31 March
2025 is available on the website of the Company at the
link https://www.iwpkatha.com/financial_ performance.
html.

37. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has not given any Loan or Guarantee covered
under the provisions of Section 186 of the Companies Act,
2013. The details of Investments are disclosed in Note No.
4 to the standalone financial statements, which are within
the prescribed statutory limits.

38. CREDIT RATING

During the year under review, Infomerics Valuation
and Rating Pvt Ltd has affirmed the long-term rating

of IVRBBB- (pronounced as IVR Triple B Minus). The
outlook in the long term is Stable.

39. TRANSFER OF UNPAID AND UNCLAIMED
AMOUNTS TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies
Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“the IEPF
Rules”), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF, established
by the Government of India, after the completion of
seven years. Further, according to the Rules, the shares
on which dividend has not been paid or claimed by the
shareholders for seven consecutive years are also to be
transferred to the Demat account of the IEPF Authority.

The Company had sent individual notices and advertised
in the newspapers seeking action from the shareholders
who have not claimed their dividends for seven
consecutive years or more. Thereafter, the Company
transferred such unpaid or unclaimed dividends and
corresponding shares to IEPF.

During the financial year 2024-25, pursuant to provision
of Section 124 of the Act, the Company has transferred
a sum of Rs. 314849.40 to the IEPF, the amount of
dividend which was unclaimed/ unpaid for a period of
seven years, declared for the financial year 2016-17.
The details are provided in the Shareholder Information
section available on our website, at https://www.
iwpkatha.com/un_dividend.html.

During the financial year 2024-25, the Company has not
transferred any shares in respect of which dividend has
not been paid or claimed for seven consecutive years
or more pursuant to Section 124 of the Act to the IEPF.

Shareholders/claimants whose shares or unclaimed
dividend, have been transferred to the IEPF may claim
those dividends and shares from the IEPF Authority
by complying with prescribed procedure and filing the
e-Form IEPF-5 online with MCA portal.

The dividend declared for the financial year ended 31
March 2018 and which remains unpaid/unclaimed is due
to be transferred to IEPF within statutory timelines, upon
expiry of the period of seven years. The due dates for
transferred of unclaimed dividend to IEPF are provided
in the report on Corporate Governance.

Further the shares in respect of which dividend has not
been paid or claimed for seven consecutive years will
also be transferred to IEPF. Shareholders are requested
to ensure that they claim the unpaid dividends referred to

above before the dividend and shares are transferred to the
IEPF pursuant to the provision of Section 124 of the Act.

40. PARTICULAR OF CONTRACTS OR ARRANGE¬
MENTS MADE WITH RELATED PARTIES

Your Company has Policy on materiality of related
party transactions and on dealing with related party
transactions policy. The Audit Committee reviews this
policy periodically and also reviews and approves all
related party transactions, to ensure that the same are
in line with the provisions of applicable law and the
Related Party Transactions Policy. The Audit Committee
approves the related party transactions and wherever it
is not possible to estimate the value, approves limit for
the financial year, based on best estimates.

The related party transactions that were entered into by
the Company during the financial year 2024-25, were on
an arm’s length basis. Further, no material related party
transactions were entered into by the Company during
the financial year 2024-25. The disclosure under Section
134(3)(h) read with Section 188 (2) of the Act in form AOC-
2 is given in Annexure - 5 forming part of this Report.

The details of the transaction with related parties during
financial year 2024-25 are provided in the accompanying
financial statements.

The Policy on materiality of related party transactions
and on dealing with related party transactions as
approved by the Board in terms of Regulation 23 of the
SEBI Listing Regulations is posted on the website of the
Company and can be accessed through the following
link: https://www.iwpkatha.com/files/codes-policies/

Policy_Related%20 Party%20Transaction.pdf.

41. DISCLOSURES AS PER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. The Company has set up Internal Complaint
Committee (ICC) under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 along with its relevant Rules. The
policy on Prevention on Sexual Harassment at Work
Place as approved by the Board is uploaded on the
Company’s website at https://www.iwpkatha.com/files/
PREVENTION_ ON_SEXUAL_HARASSMENT.pdf.

The Committee met once during the FY 2024-25 on
February 14, 2025.

There was no complaint pending at the beginning and
at the end of FY 2024-25 No complaints have been
received by the Committee during FY2024-25.

42. PARTICULARS OF ENERGY, TECHNOLOGY AB¬
SORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO.

Information in accordance with the provisions of Section
134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules 2014 is given in
Annexure - 6 to this Report.

43. DETAILS OF FRAUD REPORTED BY THE
AUDITORS

During the year under review, the Statutory Auditors and
Internal Auditor have not reported any instances of fraud
committed in the Company by its officers or employees
to the Audit Committee under section 143(12) and Rule
13 of the Companies (Audit and Auditors) Rules, 2014 of
the Companies Act, 2013.

44. HUMAN RESOURCES

Our employees are our core resource and the Company
has continuously evolved policies to strengthen its
employee value proposition. Your Company was able
to attract and retain best talent in the market and the
same can be felt in the past growth of the Company.
The Company is constantly working on providing the
best working environment to its Human Resources with
a view to inculcate leadership, autonomy and towards
this objective; your company makes all efforts on
training. Your Company shall always place all necessary
emphasis on continuous development of its Human
Resources. The belief “Great People create Great
Organization” has been at the core of the Company’s
approach to its people.

45. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there
were no transactions on these items during the year
under review:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

• The Company does not have any scheme of
provision of money for the purchase of its own

shares by employees or by trustees for the benefit
of employees.

• The Company serviced all the debts and financial
commitments as and when they became due, and
no settlements were entered into with the bankers.
Since 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 - Not Applicable.

• No fraud has been reported by the Auditors to the
Audit Committee or the Board.

46. GREEN INITIATIVES

As a responsible corporate citizen, the Company
supports the ‘Green Initiative’ undertaken by the
Ministry of Corporate Affairs, Government of India
enabling electronic delivery of documents including the
Annual Report etc. to Members at their e-mail address
registered with the Depository Participants (“DPs”) and
RTAs. To support the ‘Green Initiative’, Members who
have not registered their email addresses are requested
to register the same with the Company’s Registrar and
Share Transfer Agent (“RTAs”)/Depositories for receiving
all communications, including Annual Report, Notices,
Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 09/2024 dated 19
September 2024 and SEBI Circular dated 03 October
2024, the Annual Report of the Company for the financial
year ending 31 March 2025 including therein the Audited
Financial Statements for the financial year 2024-25, will
be sent only by email to the Members.

47. ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express
their sincere thanks to the Central Government and
Governments of various states, Financial Institutions,
Bankers and Customers for their cooperation and
assistance extended.

Your directors also wish to express their deep
appreciation for the integrity and hard work of every
members of the IWP family.

The Board also takes this opportunity to express their
deep gratitude for the continued cooperation and support
received from the shareholders.

For and on behalf of the Board of Directors of
The Indian Wood Products Co Ltd
Krishna Kumar Mohta
Kolkata Chairman & Managing Director

29th May, 2025 Din No: 00702306