The Directors of your company are pleased to present the 37^th Annual Report on the
business and operations of the Company, along with the Audited Financial statements
for the financial year ended 31.03.2025.

I. FINANCIAL REPORT

II. STATE OF COMPANY'S AFFAIRS

During the financial year 2024-25, the Company registered a robust growth in standalone revenue,
reaching ^49,32,07,000 as compared to ^40,01,43,000 in the previous financial year—reflecting a
year-on-year increase of approximately 23.26%. This performance highlights the Company's
operational strength and strategic execution across key verticals. The Profit After Tax ("PAT") for FY
2024-25 stood at ^5,59,12,000, as against ^5,03,94,000 in FY 2023-24. The incline in profitability
was primarily attributable to significantly elevated Revenue Growth and Cost Efficiency.

During the financial year 2024-25, Wol 3D India Limited continued to consolidate its position as a
leading provider of 3D printing solutions and related consumables across India. The Company
remained focused on operational efficiency, product innovation, and strategic expansion, despite
macroeconomic headwinds and sectoral volatility.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 in the profit
and loss account.

III. DIVIDEND

In order to conserve resources and strengthen the financial foundation for future growth initiatives,
your Directors have not recommended any dividend on equity shares for the year under review. The
Board believes that reinvesting earnings into core operations and upcoming projects will yield long¬
term value for shareholders.

IV. CHANGE IN THE NATURE OF BUSINESS

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

V. FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review.
Management evaluates all recently issued or revised accounting standards on an ongoing basis. The
Company has published the audited standalone financial results on an annual basis along with the
auditor's report. There were no revisions made to the financial statements during the year under
review.

The Financial Statements of the Company are prepared in accordance with the applicable Indian
Accounting Standards ("Ind-AS") as issued by the Institute of Chartered Accountants of India and
form an integral part of this Report.

VI. LISTING OF SHARES:

The Shares of the Company were listed on the SME Platform of the National Stock Exchange of India
Limited (NSE EMERGE) on 30^th of September 2024. The Company has paid the annual listing fee for
the financial year 2025-26.

The Equity Shares of the Company have electronic connectivity under ISIN No. INE000201011. To
provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private
Limited, Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre,
Andheri East, Mumbai, Maharashtra 400093 as Registrar and Transfer Agent of the Company for
existing physical-based and allied Secretarial Services for its Members / Investors and for Electronic
Connectivity with NSDL and CDSL.

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

The material changes and commitments affecting the financial position of the Company that have
occurred at the beginning of the financial year of the company to which the financial statements
relates, your Company successfully completed its Initial Public Offer (IPO) of 17,04,000 Equity Shares
of face value of Rs. 10/- each for cash at a price of INR 150/- per share (including a premium of INR
140/- per equity share) aggregating INR 2556.00 lacs. The Offer comprises fresh issue of 14,52,000
Equity Shares aggregating to INR 2,178.00 lacs and Offer for Sale of 2,52,000 Equity Shares by the
Selling Shareholders aggregating to INR 378.0 lacs. The equity shares of the Company were listed on
September 30^th, 2024 and trading on equity shares commenced on NSE Emerge on September 30,
2024

Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company
by the Investors, customers and business partners and your Directors thank them for their
confidence in the Company.

VIII. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's policy on Directors' appointment and remuneration and other matters provided in
Section 178(3) of the Companies Act, 2013 is available on the website of the Company.

IX. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE
COMPANIES Act, 2013.

During the reporting period, your Company has not made any loans, guarantees or investments
under section 186 of the Companies Act, 2013 and rules thereof.

X. DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended from
time to time. Further, Form DPT-3 has been filed with the Ministry of Corporate Affairs within the
prescribed timeline

XI. SHARE CAPITAL

A. Authorized Capital and Changes thereon, if any:

The Authorized Share Capital of the Company is Rs. 7,00,00,000/- (Rupees Seven Crore Only) divided
into 70,00,000 (Seventy Lacs) Equity Shares of Rs 10/- (Rupees Ten) each.

B. Paid up Capital and Changes thereon, if any:

The Paid-up Share Capital of the Company is Rs. 6,45,20,000/- (Rupees Six Crore Forty Five Lacs and
Twenty Thousand Only) divided into 64,52,000 ( Sixty Four Lacs and Fifty Two Thousand Only) Equity
Shares of Rs. 10/- (Rupees Ten Only) each.

During the period under report, the Company had issued Shares by way of the following Allotments:

Further, during the period under review, your Company has not bought back any of its securities /
has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has
not issued any shares under the Employee stock option plan

Issue of Debentures, Bonds and any other non-convertible securities/warrants:

During the year under review, the Company has not issued any debentures, bonds or any other non-
convertible securities nor has the Company issued any warrants.

XII. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of Section 125 does not apply to the Company as the Company has not declared any
dividend in any of the earlier financial years.

XIII. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY TRANSACTION

All RPTs entered during the year were in the ordinary course of business and on an arm's length
basis and not material in nature in terms of Section 188 of the Act. Thus, disclosure in Form AOC-2
in terms of Section 134 is not required. There were no material related party transactions during
the year under review with the Promoters, Directors, or Key Managerial Personnel of the Company.

Details of all related party transactions are mentioned in the notes to the financial statements
forming part of the Annual Report.

XIV. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial
Statements. The Board routinely assesses internal control systems, the effectiveness of the internal
audit function, and important internal audit discoveries in collaboration with management.

XV. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company did not have any subsidiary companies and none of the
companies have become or ceased to be the Company's subsidiaries, joint ventures or associate
companies.

XVI. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The auditor has not reported any fraud pursuant to provisions of section 143 (12) of the Companies
Act, 2013 in his report.

XVII. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION,
OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS REPORT:

The Auditors have not given any qualification, reservation, adverse remark or Disclaimer in his
Auditor Report for the financial year ended 31^st March, 2025. The Observations made by the
Auditors are self-explanatory and have been dealt with an Independent Auditor's Report and its
Annexures, forming part of this Annual Report and hence do not require any further clarification.

XVIII. SECRETARIAL AUDITOR

As required under the provisions of Section 204 of the Act, the Board of Directors of your Company
had appointed Shri Ashwin Shah, Practicing Company Secretaries, to conduct a Secretarial Audit for
FY 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to
the Board's Report as Annexure - 1. There are no qualifications, reservations, adverse remarks, or
disclaimers by the Secretarial Auditors in their Secretarial Audit Report.

XIX. COST AUDITORS

During the year under review, the Company was not required to maintain cost records and hence,
cost audit was not applicable. No manufacturing activities or services, covered under the Companies
(Cost Records and Audit) Rules, 2014, have been carried out or provided by the Company

XX. INTERNAL AUDITOR

The Company has appointed M/s. ADMS and Associates (FRN: 123456W) as the Internal Auditors of
the Company. The Audit Committee has approved the terms of reference and also the scope of work
of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and
evaluating the efficiency and adequacy of the internal control systems. Internal Auditors present
their audit observations and recommendations along with the action plan of corrective actions to
the Audit Committee.

XXI. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received a necessary declaration from each Independent Director of the Company
under the provisions of Section 149(7) of the Act and applicable provisions of the Listing Regulations,
that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation
16(l)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the
criteria of independence as provided under the Act, Rules made thereunder, read with applicable
provisions of the Listing Regulations, and they are independent of the management and also possess
requisite qualifications, experience, and expertise and hold the highest standards of integrity.
Further, there has been no change in the circumstances affecting their status as Independent

Directors of the Company. The Board has taken on record the declarations of the Independent
Directors, after undertaking due assessment of the veracity of the same.

XXII. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 164(2) of the
Companies Act, 2013. Your directors have made necessary disclosures, as required, under various
provisions of the Companies Act, 2013 and SEBI LODR.

XXIII. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board Composition and Size

An enlightened Board sets the tone for a positive leadership culture, which is essential for the long¬
term success of the company. By prioritizing strategic decision-making and fostering a collaborative
environment, our Board members play a crucial role in achieving the organization's growth while
maintaining sustainable growth. Their vision and guidance empower the management and
employees at all levels to contribute effectively, ultimately leading to a thriving company.

Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in
key and technical areas concerning the field of business and are from a range of diverse
backgrounds. The Board as part of its succession planning exercise, periodically reviews its
composition to ensure that the same is closely aligned with the strategy and long-term needs of the
Company.

The Board of Directors of the company has an optimum combination of Executive and Non-
Executive Independent Directors with rich professional experience and background. As of March 31,
2025, the Company's Board consists of 6 Directors as follows:

Key Managerial Personnel (KMP)

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company
as per Section 2 (51) read with Section 203 of the Act:

XXIV. BOARD OF DIRECTORS AND ITS MEETINGS
Number of Board Meetings

The Board of Directors met at Regular Intervals to transact business and the gap between the two
meetings was less than one hundred and twenty days. During the Financial Year 2024-25, Ten (10)
meetings of the Board of Directors of the Company were held i.e., on the following dates:
22.04.2024, 26.04.2024, 07.05.2024, 20.08.2024, 12.09.2024, 20.09.2024, 26.09.2024, 14.11.2024,
13.01.2025 and 28.03.2025

The time gap between two consecutive Board meetings was less than 120 days and a necessary
quorum as per the Act and the Listing Regulations was also present in all the meetings.

XXV. COMMITTEES OF THE BOARD
1. Audit Committee

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of
Board and its Powers) Rules, 2014, the Audit Committee of the Board of Directors, consisting of
below below-mentioned Independent Directors, is a practice of good governance:

All the recommendations made by the Audit Committee were accepted by the Board. The members
of the Audit Committee have relevant experience in financial matters as well as accounting or
related financial management expertise and all of them are financially literate. The Chairman of the
Audit Committee is an Independent Director and has expert knowledge in accounts & finance.

During the year under review, the audit committee met 4 (Four) times.

2. NOMINATION & REMUNERATION COMMITTEE:

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of
Board and its Powers) Rules, 2014, the Company has constituted Nomination & Remuneration
Committee of the Board of Directors consisting of below below-mentioned Independent Directors
as a practice of good governance:

During the year under review, the Nomination and Remuneration Committee met 1 (One) times.

In terms of section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 20 (1) of the SEBI (Listing Obligations and
Disclosure Requirement), 2015, the Company has constituted Stakeholders Relationship Committee
of the Board of Directors consisting of below mentioned Independent Directors as a practice of good
governance:

During the year under review, the Stakeholders Relationship Committee met 2 (Two) times.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of Section 135 of the Companies Act, 2013 read applicable Rules of the Act, the Company
has constituted the Corporate Social Responsibility Committee of the Board of Directors, consisting
of below mentioned Directors as a practice of good governance:

The Corporate Social Responsibility Committee is responsible for formulating and recommending to
the Board a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by
the Company as specified in Schedule VII to the Companies Act, 2013. To recommend the amount
of expenditure to be incurred on the CSR activities and to monitor the CSR activities undertaken by
the Company.

During the year under review, the Corporate Social Responsibility Committee met 2(Two) times.

XXVI. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the Board of Directors has carried out
an annual performance evaluation of its own performance, its committees, and all the directors of
the Company as per the guidance notes issued by SEBI in this regard. The Nomination and
Remuneration Committee has also reviewed the performance of the Board, the committee, and all
directors of the Company as required under the Act and the Listing Regulations. The criteria for
evaluating the Board broadly encompass the directors' competency, experience, and qualifications,
as well as the Board's diversity. The criteria for the evaluation of directors broadly cover
qualifications, experience, knowledge, and competency. They also include the ability to function as
a team, initiative, attendance, commitment, contribution, integrity, independence, participation in
meetings, knowledge and skills, personal attributes, leadership, and impartiality, among other
aspects. The Board of Directors has expressed its satisfaction with the evaluation process.

XXVII. COMPLIANCE WITH SECRETARIAL STANDARD

During the period from April 01, 2024 to March 31, 2025, the Company has complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India.

XXVIII. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Act and the rules made thereunder, the annual report on
Corporate Social Responsibility containing details about the composition of the committee, CSR
activities, amount spent during the year, and other details, is enclosed as Annexure 2. The Corporate
Social Responsibility Policy is displayed on the website of the Company.

XXIX. DEMATERIALIZATION OF SHARES

All the Shares of your Company are Dematerialized. The ISIN of the Equity Shares of your Company
is INE000201011.

XXX. 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:

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 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

XXXI. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP)
AND EMPLOYEES

The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is attached to this report as Annexure - 3.

XXXII. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with respect
to the Directors' Responsibility Statement, it is hereby confirmed that:

• In the preparation of the Annual Accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures.

• 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 as at the end of the financial year and of the Profit of the Company
for that period:

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

• The Directors had prepared the annual accounts on a going concern basis; and

• The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

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

Pursuant to provisions of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules,
2014, details relating to Conservation of Energy, Technology Absorption, and Foreign Exchange
Earnings and Outgo are given as Annexure - 4.

XXXIV. RISK MANAGEMENT POLICY

In line with this requirement, the Company has framed and implemented a risk management policy
to identify and assess the regulatory risk areas and a risk mitigation process. A detailed exercise is
being carried out at regular intervals to identify, evaluate, manage and monitor all the business risks.
The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the
same through a properly defined framework.

XXXV. ANNUAL RETURN

In compliance with section 92(3) read with section 134(3) of the Act, the annual returns of the
Company as of March 31,2025 available on the website of the Company at https://www.wol3d.com

XXXVI. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013.

The Company is committed to providing a healthy environment to all employees and thus does not
tolerate any sexual harassment at the workplace. The Company has in place a "Policy on Prevention,
Prohibition and Redress of Sexual Harassment." The policy aims to protect employees at the
workplace and prevent and redress complaints of sexual harassment and it covers matters
connected or incidental thereto. The Company has complied with the provisions relating to the
constitution of the Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the
Company has not received any complaints of sexual harassment.

XXXVII. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Your Company believes that Human Resources is the principal driver of change. The Company
focuses on providing individual development and growth in a professional work culture that enables
innovation, ensures high performance and remains empowering. The HR management systems and
processes are designed to enhance organizational effectiveness and employee alignment. Your
company has put in place a performance appraisal system that covers all employees.

XXXVIII. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management
Discussion and Analysis, as approved by the Board, which includes details on The state of affairs of
the Company forms part of this Annual Report.

XXXIX. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle-blower policy in terms of
Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure
Requirement) Regulations, 2015, includes an Ethics Committee comprising senior Executives of the
Company. Protected disclosures can be made by a whistleblower through an email or a letter. The
policy on the vigil mechanism may be accessed on the website of the Company.

XL. STATUTORY AUDITOR

Members of the Company have approved the appointment of M/s ADV & Associates, Chartered
Accountants (Firm Registration No: 128045W), as the statutory auditors of the company for a
consecutive term of five years at the Annual General Meeting held on September 12, 2024.

The Auditors have not given any qualification, reservation, adverse remark or Disclaimer in their
Auditor's Report for the financial year ended 31st March, 2025. The Observations made by the
Auditors are self-explanatory and have been dealt with in an Independent Auditor's Report and its
Annexures, forming part of this Annual Report and hence do not require any further clarification.

XLI.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, there were no significant material orders passed by the Regulators / Courts /
Tribunals which would impact the going concern status of the Company and its future operations.
Your Board takes this opportunity to thank all its employees for their dedicated service and firm
commitment to the goals of the Company. Your Board also wishes to place on record its sincere
appreciation for the wholehearted support received from members, clients, bankers and all other
business associates. We look forward to the continued support of all these partners in our progress.

XLII. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance
provisions shall not apply in respect of the following class of Companies:

a. Listed entity having paid-up equity share capital not exceeding Rs. 10 Crore and Net worth not
exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity that has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of the aforesaid exemption (b); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form part of the
Annual Report for the financial year 2024-25.

XLIII. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 was not given as none of the employees
qualify for such disclosure.

XLIV. INSURANCE

The insurable interests of the Company, including building, plant and machinery, stocks,
vehicles, and other insurable interests, are adequately covered.

XLV. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE

As on the date of the report, no application is pending against the Company under the
Insolvency and Bankruptcy Code, 2016, and the Company did not file any application under
(IBC) during the financial year 2024-25.

XLVI. RISK MANAGEMENT

The board has laid down procedures about the development and implementation of risk
assessment and minimization procedures, including the identification of elements of risk.

XLVII. ACKNOWLEDGEMENT

Your Directors express their sincere thanks to the Central & State Governments, Financial
Institutions and Commercial Banks for their continued support and confidence in the
Company.

The Directors hereby place on record their appreciation for the dedicated efforts put in by the
employees at all levels.

By Order of the Board
For, Wol3d India Limited

Rahul Chandalia PradeepJain

Chairman and Managing Director, Whole-time Director

DIN: 08384580 DIN: 08384613

Place: Mumbai
Date : 05.09.2025