Your Company’s Directors are pleased to present herewith the 37^th Annual Report of the Company, along with the Audited Financial Statements
for the Financial Year (“F.Y”) ended 31^st March, 2025.

1. FINANCIAL SUMMARY

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

(' in Lakhs)

2. COMPANY’S PERFORMANCE

On a consolidated basis, the revenue from consolidated operations for F.Y. 2024-25 stood at ' 36,737.83 Lakhs as compared to ' 34,283.59
Lakhs for the F.Y. 2023-24, thereby recording an increase of 7.16%. The profit after tax for the year increased from ' 5,572.86 Lakhs in F.Y.
2023-24 to ' 5,712.79 Lakhs in F.Y 2024-25, recording an increase of 2.51%.

On a standalone basis, the revenue from standalone operations for F.Y 2024-25 stood at ' 36,737.83 Lakhs as compared to ' 34,283.59 Lakhs
for the F.Y 2023-24, thereby recording an increase of 7.16%. The profit after tax for the year increased from ' 5,573.05 Lakhs in F.Y 2023-24
to '6,452.73 Lakhs in F.Y 2024-25, recording an increase of 15.78%.

During the F.Y 2024-25, the total revenue in plastic, furniture & allied products increased by 9.01% as compared to the previous F.Y, whereas
the revenue from other segments/ products (moulds) decreased by 21.65% as compared to the previous F.Y

3. STATE OF COMPANY’S AFFAIRS

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

4. DIVIDEND

Your Directors are pleased to recommend a Final Dividend of ' 10.00/- (Rupees Ten Only) i.e. 100% per equity share of face value of ' 10/-
each for the F.Y 2024-25.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”) scheduled to
be held on Friday, 8^th August, 2025. If approved, the dividend would result in a cash outflow of ' 1,200.34 lakhs. The total dividend payout
works out to 18.60% of the standalone net profit of the Company.

The dividend shall be paid within the statutory period to those Members whose names appear in the register of Members, holding shares either
in physical form or in dematerialized form on the close of Friday, 1^st August, 2025 (Record date). The dividend once approved by the Members
will be paid on or after 13^th August , 2025.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”), the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy (the
“Policy”). The Policy is available on Company’s website and is accessible at www.cellowimplast.com/company-policies/.

The dividend recommended is in accordance with the Policy of the Company. The dividend will be paid out of the profits for the year.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective 1^st April, 2020 and the Company is
required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance
Report annexed to this Report.

5. TRANSFER TO RESERVES

The Board has decided to retain the entire amount of profits for F.Y. 2024-25 in the retained earnings.

6. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

The Company had sent individual notices and also advertised in the newspapers informing the Members that the final dividend declared
during the F.Y. 2016-17, which has remained unpaid or unclaimed for a period of 7 (seven) consecutive years and the equity shares underlying
such dividend will be transferred to IEPF Authority. Accordingly, pursuant to the provisions of Section 124(5) of the Companies Act, 2013
(“the Act”), your Company has transferred ' 10,85,497/- (Rupees Ten Lakhs Eighty-Five Thousand Four Hundred and Ninety-Seven Only)
during the year to the IEPF Authority.

Further, during the F.Y 2024-25, the Company had transferred 12,880 equity shares on account of unclaimed/ unpaid dividend (final) for F.Y
2016-17 into the demat account of the IEPF Authority held with NSDL (DPID/ Client ID IN300708/10656671) in terms of the provisions of
Section 124(6) of the Act and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These
equity shares were the shares of such 82 Members whose unclaimed/ unpaid dividend (final) pertaining to F.Y 2016-17 had been transferred
into the IEPF account and who had not encashed their dividends for 7 (seven) consecutive years. In the aforesaid cases, the shares lying in
the unclaimed suspense account of the Company (1,700 equity shares belonging to 17 shareholders), maintained in demat form, were also
included.

As on 31^st March, 2025, total 73,876 equity shares have been transferred to the IEPF and 600 equity shares are lying in the unclaimed suspense
account.

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

Further, the Company shall be transferring the unclaimed dividend (final) for the F.Y 2017-18 to the IEPF Account on or before 2^nd September,
2025. The Company shall also be transferring the shares, on which the dividend has remained unclaimed for a period of 7 (seven) consecutive
years to the IEPF demat account simultaneously on the same date.

Members are therefore requested to ensure that they claim their dividends referred above before they are transferred to the said Fund. Details
of unpaid and unclaimed amounts lying with the Company as on as on last AGM date i.e. 10^th August, 2024 have been filed with the Registrar
of Companies.

7. SHARE CAPITAL

As at 31^st March, 2025, the Authorised Share Capital of the Company stood at ' 14,00,00,000/ - (Rupees Fourteen Crores Only) divided
into 1,40,00,000 (One Crore Forty Lakhs Only) equity shares of ' 10/- (Rupees Ten Only) each. The Issued, Subscribed and Paid-up Equity
Share Capital of the Company stood at ' 12,00,33,600/- (Rupees Twelve Crores Thirty-Three Thousand and Six Hundred Only) divided into
1,20,03,360 (One Crore Twenty Lakhs Three Thousand Three Hundred and Sixty Only) equity shares of ' 10/- (Rupees Ten Only) each.

During the year, there was no change in the share capital of the Company.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

9. SUBSIDIARY COMPANY/ JOINT VENTURE/ASSOCIATE COMPANY

As at 31^st March, 2025, your Company has 1 (one) non-material wholly-owned subsidiary company i.e. Wim Plast Moulding Private
Limited having business of manufacturing of consumer products. The Board of Directors of the Company have adopted a Policy for
determining material subsidiary company in line with the SEBI Listing Regulations. The Policy is uploaded on the Company’s website at
www.cellowimplast.com/company-policies/. Presently, the Company does not have any material subsidiary company.

A Statement containing salient features of the financial statements of the subsidiary company in Form AOC-1 forms part of this Report as
Annexure - II.

In accordance with fourth proviso of Section 136(1) of the Act, the Annual Report of the Company containing therein its standalone and
consolidated financial statements has been placed on the website of the Company at www.cellowimplast.com. Further, as per the fifth
proviso of the said Section, audited annual accounts of the subsidiary company have also been placed on the website of the Company at
www.cellowimplast.com. There has been no material change in the nature of business of the said company.

The Company does not have any joint venture or associate company.

10. PUBLIC DEPOSITS

During the F.Y. 2024-25, the Company has not accepted any public deposits covered under the Act. As on 31^st March 2025, there were no
deposits which were unclaimed and due for repayment.

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

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

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises distinguished individuals known for their integrity and expertise. In addition to their extensive
experience, they bring strong financial acumen, strategic insight and effective leadership. They demonstrate a high level of commitment to the
Company by dedicating sufficient time to board meetings and thorough preparation.

The composition of the Board of your Company is in compliance with the provisions of Regulation 17 of the SEBI Listing Regulations read
with Section 149 of the Act.

As per the provisions of Section 149(11) of the Act, the below mentioned Directors ceased to be Independent Directors of the Company w. e.f
1^st April, 2024, due to completion of second term of office as an Independent Director:

1. Sumermal M. Khinvesra (DIN: 02372984)

2. Pushapraj Singhvi (DIN: 00255738)

3. Mahendra F. Sundesha (DIN: 01532570)

The Company placed on record its sincere appreciation for their valuable contribution during their tenure as Independent Directors of the
Company and wished them the best for their future endeavours.

As on 31^st March, 2025, there was no disqualification of any Director pursuant to Section 164(1) or Section 164(2) of the Act. Further, in the
opinion of the Board, all the Independent Directors possess core attributes of integrity, expertise and experience including the proficiency
required to be Independent Directors of the Company.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank
maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014. The other details with respect to Board of Directors are provided in the Corporate
Governance section forming part of this Report.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Gaurav P. Rathod (DIN:
06800983), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, has offered his candidature for re¬
appointment.

Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends
his re-appointment as a Non-Executive Director of the Company. A resolution seeking his re-appointment has been included in the Notice
convening the 37^th AGM of the Company. The brief profile along with other details for re-appointment as required under Regulation 36(3) of
the SEBI Listing Regulations are provided in the annexure to the Notice convening 37^th AGM.

Re-appointment of Executive Director & Independent Director

The Members of the Company at the 36^th Annual General Meeting of the Company held on 10^th August, 2024, had approved:

- re-appointment of Mr. Pradeep G. Rathod (DIN: 00027527) as a Managing Director & CEO of the Company for a period of 5 (five) years
commencing from 29^th June, 2024 to 28^th June, 2029.

- re-appointment of Mr. Piyush S. Chhajed (DIN: 02907098) as a Non-Executive Independent Director of the Company for a second term
of 5 (five) years, commencing from 14^th March, 2025 to 13^th March, 2030.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following are the whole-time Key Managerial Personnel (KMP) of the Company as on 31^st March, 2025:

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

13. COMMITTEES OF THE BOARD

The Board has duly constituted the following Committees pursuant to the provisions of the Act, Rules framed thereunder and SEBI Listing
Regulations.

As on 31^st March, 2025, the Board has the following Committees:

The details such as terms of reference, composition and meetings held during the year under review for these committees are disclosed in the
Corporate Governance Report, which forms a part of this Report.

All the recommendations made by the Committees were accepted by the Board.

14. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company in Form MGT-7 for F.Y. 2024-25 will be
available on the Company’s website at https://www. cellowimplast.com/annual-report/.

15. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-25, 5 (five) meetings of the Board of Directors of the Company were held physically on 22^nd May, 2024,
11^th August, 2024, 30^th September, 2024, 12^th November, 2024, and 11^th February, 2025 respectively. The gap between any two consecutive
meetings did not exceed 120 days as per Section 173 of the Act. Further, details regarding board meetings are given in the section of Corporate
Governance Report which forms part of this Report.

16. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

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

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors of the Company state that:

a) In the preparation of annual accounts for the F.Y ended on 31^st March, 2025, the applicable accounting standards have been followed and
there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the F.Y on 31^st March, 2025 and the
profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and
are operating effectively; and

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

18. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25 of SEBI Listing
Regulations. They confirm that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation
16(1)(b) of SEBI Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the
Company and the Board is satisfied with the integrity, expertise and experience including proficiency of all Independent Directors on the
Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors and complied
with the requirements of passing proficiency test, as applicable.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Director on the Board.

19. NOMINATION AND REMUNERATION COMMITTEE

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

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

20. AUDITORS & THEIR REPORT

a) Statutory Auditor:

In terms of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s Jeswani & Rathore, Chartered
Accountants (Firm Registration Number: 104202W) have been appointed as Statutory Auditor of the Company to hold office for a
further term of 5 (five) years from the conclusion of 34^th AGM till the conclusion of the 39^th AGM of the Company. Further, in terms of

SEBI Listing Regulations, the Statutory Auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.

The Statutory Auditor, M/s. Jeswani & Rathore, Chartered Accountants have issued their reports on financial statements for the financial
year ended 31^st March, 2025. The report of the Statutory Auditor along with notes on accounts forms part of this Annual Report. There
has been no qualification, reservation, adverse remark or disclaimer given by the Auditor in it’s Report. Further, they have not reported
any fraud as specified under Section 143(12) of the Act, during the year under review. The Notes on Accounts referred to in the Auditors’
Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditors’
Report.

b) Secretarial Auditor:

Pursuant to the amended provisions of Regulation 24A of SEBI Listing Regulations, Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on recommendation of Audit
Committee, approved appointment of M/s HSPN & Associates LLP, Peer Reviewed firm of Company Secretaries in Practice (Peer
Review No. 6035/2024), as Secretarial Auditor of Company for a term of 5 (five) consecutive years commencing from the financial year
2025-26 till the financial year 2029-30, subject to the approval of Members in the 37^th AGM.

Accordingly, an Ordinary Resolution, proposing the appointment of M/s HSPN & Associates LLP, Practising Company Secretaries, as
Secretarial Auditor of the Company forms part of the Notice of the 37^th AGM of the Company. A brief profile and other relevant details
of M/s HSPN & Associates LLP are provided in the Notice convening the 37^th AGM.

M/s HSPN & Associates LLP, Practising Company Secretaries, has consented to act as the Secretarial Auditor of the Company and
confirmed that their appointment, if approved, would be within the limits prescribed under the Act and SEBI Listing Regulations. They
have further confirmed their eligibility and qualification required under the Act for holding the office, as the Secretarial Auditor of the
Company in the terms of the provisions of the Act read with Rules made thereunder and SEBI Listing Regulations.

The Secretarial Audit Report in Form MR-3 is attached herewith as Annexure - IV and forms an integral part of this report. The said
report does not contain any observation, qualification, reservation or adverse remark.

During the F.Y. 2024-25, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Annual Secretarial Compliance Report for the F.Y. ended 31^st March, 2025 on compliance of all applicable SEBI Listing Regulations and
circulars/ guidelines issued thereunder, was obtained from the Secretarial Auditor and submitted to the stock exchange i.e. BSE Ltd.

c) Internal Auditor:

The Board has re-appointed M/s. B. P. Shah & Co., Chartered Accountants (Firm Registration Number: 109517W), as the Internal
Auditor of the Company for the F.Y. 2025-26.

d) Cost Auditor:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from
time to time, the Company is required to maintain cost records and have them audited every year. Accordingly, your Company has made
and maintained the cost accounts and records, as required.

Further, in accordance with the provisions of Section 141 read with Section 148 of the Act and Rules made thereunder, the Board based
on the recommendation of Audit Committee had appointed Mr. Pradip M. Damania, Cost & Management Accountant (Firm Registration
Number: 101607) as the Cost Auditor of the Company for the F.Y. 2024-25. The Cost Audit Report for F.Y. 2023-24 has been duly
filed with the Registrar of Companies, within the prescribed time limit. Being eligible and willing to be re-appointed as Cost Auditor,
Mr. Pradip M. Damania was appointed as the Cost Auditor of the Company for the F.Y. 2025-26 by the Board of Directors, upon the
recommendation of the Audit Committee.

As per the provisions of the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in AGM for
their ratification. Accordingly, a resolution seeking Members’ approval for ratification of remuneration payable to Cost Auditor forms
part of the Notice of the 37^th AGM of the Company and same is recommended for your consideration.

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

21. REPORTING OF FRAUDS

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instance of fraud committed
in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act and Rules framed thereunder.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, guarantees provided and investments made by the Company under Section 186 of the Act by the Company
have been disclosed in the financial statements forming part of this Annual Report.

23. TRANSACTIONS WITH RELATED PARTIES

All the transactions with related parties were placed before the Audit Committee as also before the Board for review and approval. Prior
omnibus approval of the Audit Committee and the Board is obtained for the related party transactions which are of a foreseen and repetitive
in nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

All transactions entered into with related parties during the year were on arm’s length basis, largely in the ordinary course of business and
in line with the threshold of materiality as defined in the Company’s policy on Related Party Transactions & are in accordance with the
provisions of the Act and Rules issued thereunder and Regulation 23 of SEBI Listing Regulations. During the F. Y. ended 31^st March, 2025,
there were no transactions with related parties which qualify as material related party transactions.

The details of the Related Party Transactions are set out in Note 35 to the standalone financial statements forming part of this Annual Report.
The Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as
Annexure - V to this Report.

The Policy on Related Party Transactions as approved by the Board is also uploaded on the Company’s website at https://www. cellowimplast.
com/company-policies/.

Further, pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the half-yearly disclosures on related party
transactions with the stock exchange within statutory timeline.

24. CONSOLIDATED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT

The Consolidated Financial Statements of the Company for the F.Y 2024-25 are prepared in compliance with the applicable provisions of
the Act and as stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards
notified under the Companies (Indian Accounting Standards) Rules, 2015. The said financial statements have been prepared on the basis of
the audited financial statements of the Company and it’s subsidiary company as approved by their respective Board of Directors. A statement
containing the salient features of the financial statements of subsidiary company in the prescribed Form AOC-1 is annexed herewith as
Annexure - II to this Report. The statement also provides the details of performance and financial position of the subsidiary company.

Also, a Cash Flow Statement as required under Regulation 34(2)(c) of SEBI Listing Regulations, forms part of this Annual report.

25. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The key risks
pertaining to the Company and mitigating actions are placed before the Audit Committee.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion
of the Board threaten the existence of the Company.

A Risk Management Policy is framed to proactively manage uncertainty and changes in the internal and external environment to limit
negative impacts and capitalize on opportunities. The Risk Management policy of the Company is available on Company’s website at https://
www.cellowimplast.com/company- policies/.

To oversee the Company’s risk management strategy, the Board of Directors have constituted Risk Management Committee. The Committee
supervises how management ensures adherence to the Company’s risk management policies and procedures and evaluates the suitability of
the risk management framework considering the risks the Company faces. The details of the Risk Factors and the Committee composition and
meetings are provided in the Section of the Corporate Governance Report forming part of this Report.

26. CORPORATE SOCIAL RESPONSIBILITY

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

During the year, the Company has spent excess than its expected CSR obligation. The CSR obligation for the financial year 2024-25 was
' 98.37 Lakhs against which the Company has spent ' 111.50 Lakhs on the CSR projects. The annual report on CSR activities undertaken
during the F.Y. 2024-25 is in accordance with the provisions of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014
and is appended as Annexure-VI to this Report.

27. EVALUATION OF BOARD AND IT’S COMMITTEES

Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations and in accordance with the parameters suggested
by the Nomination and Remuneration Committee, for the F.Y 2024-25, the Board of Directors carried out an annual evaluation, of its own
performance, its Committees and Individual Directors. The Board also carried out annual performance evaluation of the working of its Audit,
Nomination and Remuneration, Corporate Social Responsibility as well as Stakeholders’ Relationship Committee. The Directors expressed
their satisfaction with the evaluation process.

28. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

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

The Company has taken requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section
134 of the Act and Rules framed thereunder and pursuant to Regulation 27 of the SEBI Listing Regulations, the Report on Corporate
Governance along with necessary certificates is set out in Annexure - VII and forms part of this Report.

Also, the statement of Management Discussion and Analysis as required under Regulation 34(2)(e) of SEBI Listing Regulations giving details
of the overview, industry structure and developments, performance of the Company, state of affairs of the Company’s operations etc. forms
part of this report as Annexure -VIII.

29. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (“BSE”). The applicable listing fees for the F. Y. 2025-26 has already been paid to the
credit of BSE.

30. CHANGE IN THE NATURE OF BUSINESS

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

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT
OCCURRED FROM THE END OF F.Y. AND TILL THE DATE OF SIGNING OF REPORT

As on date of this report, there are no material changes and commitments that have occurred between end of the F.Y. of the Company to which
the financial statements relate and the date of this report which may affect the financial position of the Company.

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

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

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism / Whistle Blower Policy aims to provide a channel to the Directors and employees of the Company to report genuine
concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for
adequate safeguards against victimization of Directors and employees and ensures that the activities of the Company and its employees are
conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior.

The Audit Committee of the Company oversees vigil mechanism process of the Company pursuant to the provisions of the Act. A copy of the
Policy is available on the website of the Company and may be accessed through the web link http://www.cellowimplast.com/whistle-blower-
policy/.

During the year under review, no complaint was received as of 31^st March 2025.

34. DISCLOSURES UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

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

Your Directors further state that during the F.Y. 2024-25, there were no complaints received pursuant to the POSH Act. The following is
reported pursuant to Section 22 of the POSH Act:

a) Number of complaints filed during the F.Y: Nil

b) Number of complaints disposed off during the F.Y: Nil

c) Number of complaints pending as on end of the F.Y: Nil

35. INTERNAL FINANCIAL CONTROLS

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

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

36. UPDATE ON SCHEME OF ARRANGEMENT

The Board of Directors of the Company, at its meeting held on 12^th November, 2024, had approved a Composite Scheme of Arrangement
amongst Wim Plast Limited (“WPL”) and Cello Consumer Products Private Limited (“CCPPL”) and Cello World Limited (“CWL”) and their
respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act (“Scheme”) with Appointed Date
as 1^st April, 2025.

CWL is the Holding Company of WPL and CCPPL is a wholly owned subsidiary of CWL.

The Scheme inter alia provides for the following:

a) the demerger, transfer and vesting of the Manufacturing Business (“Demerged Undertaking”) of WPL into CCPPL on a going concern
basis, and issue of equity shares by CWL to the shareholders of WPL (other than the shares held by CWL), in consideration thereof; and

b) the amalgamation of WPL with CWL and issue of equity shares by CWL to the shareholders of WPL (other than the shares held by
CWL), in consideration thereof; and

c) various other matters consequential or otherwise integrally connected therewith.

The Scheme is, inter alia, subject to receipt of approval from the statutory, regulatory and customary approvals, including approvals from
the BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) (collectively referred to as “Stock Exchanges”), jurisdictional
National Company Law Tribunal and the shareholders and creditors (as applicable) of the companies involved in the Scheme.

CWL and WPL have filed the said Scheme with Stock Exchanges, as applicable, on 28^th November, 2024, for obtaining the required No¬
Objection letter. The Scheme and other documents are hosted on the website of CWL and WPL, respectively, which can be accessed at the
link: https://corporate.celloworld.com/corporate-announcement/ and https://cellowimplast.com/composite-scheme-of-arrangement/.

37. OTHER DISCLOSURES

There were no transactions on the following matters during the year under review and hence no reporting or disclosure is required:

• 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.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any Bank or Financial Institution.

38. ACKNOWLEDGEMENTS

The Board would like to place on record it’s sincere appreciation to all the stakeholders including customers, distributors, vendors, investors,
bankers, Government and Regulatory Authorities and Stock Exchange for their continued support during the year.

The Board appreciates the hard work, solidarity, co-operation and support extended by the employees at all levels.

For and on behalf of the Board
of Wim Plast Limited

Pradeep G. Rathod

Date: 23^rd May, 2025 CEO, Chairman & Managing Director

Place: Mumbai (DIN: 00027527)