Wagend Infra Venture Ltd

Appointment of Independent Director

• Appointment of Kaushik Kantilal Shah as Independent Director approved by AGM on Sept 30, 2026.
• Effective date: August 14, 2026; five-year term until August 13, 2031, not liable to retire.
• Designation formalized as Independent Director on Sept 30, 2026.
• Profile: Chartered Accountant with 42 years' experience; B.Com; prior independent director at listed company.
• Not debarred by SEBI or any authority.
• No relationships with other directors disclosed.

AGM Details

• Date and time: 30 September 2026, 03:30 PM IST; held via VC/OAVM.
• Meeting concluded 03:40 PM; e-voting held 03:40–03:55 PM IST.
• Attendance: 63 members attended.
• Record date: 23,349 shareholders on record.
• Mode: VC/OAVM; proxies not applicable except corporate representatives.
• Voting results: combined results to be announced on company and exchange websites.

Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026; outcome pending.
• Ordinary: Re-appoint Munnalal Jain as Director, retiring by rotation; outcome pending.
• Special: Appoint Kaushik Kantilal Shah as Independent Director; outcome pending.

Director Changes

• Munnalal Jain re-appointed as Director, retiring by rotation.
• Kaushik Kantilal Shah appointed as Independent Director.

Wagend Infra Venture Limited — Trading window closed from October 01, 2026 till 48 hours after the declaration of Unaudited Financial Results for the quarter ended September 30, 2026 (both Days Inclusive).

Annual Report access for non-registered emails

• Letters issued to shareholders lacking registered emails providing the Annual Report web link.

AGM notice and shareholder data updates

• 44th AGM scheduled for 30 September 2026 at 3:30 PM IST via VC/OAVM.
• Web-link to complete Annual Report details provided; email registration cut-off 28 August 2026.
• KYC update reminder for physical holders under SEBI Master Circular 2024 to enable electronic payments.
• Nomination, PAN, and contact details update required; ISR-1/2/3, SH13/14 forms available on company/RTA sites.
• Electronic payment eligibility for dividends, interest, or redemptions for physical folios from 1 April 2024.

AGM details

• Date and time: 30 September 2026 at 3:30 PM IST.
• Mode: VC/OAVM; venue deemed at registered office.
• Record date: 23 September 2026 for voting eligibility.
• Remote e-voting period: 27–29 September 2026.

Key resolutions

• Ordinary: adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: re-appointment of Mr. Munnalal Jain as Director by rotation.
• Special: appointment of Kaushik Kantilal Shah as Independent Director for five years.
• Special: Board authorized to file necessary e-forms.

Voting results

• Voting results not disclosed in this filing.

Dividend

• Dividend proposed/approved: none; no dividend for the year.

Director changes

• Yash Surjan resigned as Independent Director effective 3 August 2026.
• Kaushik Shah appointed Additional Independent Director from 14 August 2026.
• Prachi Jain resigned as Company Secretary on 13 August 2025.
• Unnati Sharma appointed Company Secretary on 26 December 2025.

Auditors

• Statutory auditor Motilal & Associates LLP; tenure to 48th AGM.
• Secretarial Auditor: Gajab Maheshwari and Associates.
• Internal Auditor: Ritik Agrawal & Company.

Material related party transactions

• Remuneration to key managerial personnel disclosed.
• Inter-corporate deposits and loans with related parties noted.
• Other related party transactions detailed in notes to accounts.

Other material approvals

• No ESOPs or sweat equity issued; CSR not applicable.

Financial performance

• Revenue from operations: Rs 243.02 lakh.
• Total income: Rs 278.62 lakh.
• Profit after tax: Rs 3.37 lakh.
• EPS: Rs 0.01 (basic and diluted).
• Dividend: not declared for FY2025-26.
• Transfer to General Reserves: Rs 3.37 lakh.
• Net profit rose from Rs 2.29 lakh to Rs 3.37 lakh.
• No subsidiaries, JVs, or associates.

Capital structure and liquidity

• Authorized share capital: Rs 10 crore; paid-up capital: Rs 9.425 crore.
• Equity shares: one class, Rs 2 par value; one vote per share.
• Short-term borrowings: Rs 105.58 lakh; long-term borrowings: Rs 66.59 lakh.
• Cash and cash equivalents: Rs 8.55 lakh.
• Net cash from operating activities: Rs 232.58 lakh.
• Net cash used in investing activities: Rs 327.25 lakh outflow.
• Net cash from financing activities: Rs 66.59 lakh.
• Closing cash and cash equivalents: Rs 8.55 lakh.
• Shares: 4,71,25,000 equity shares of Rs 2 each.

Governance and board changes

• Board size: 4 directors, with 3 independent.
• Yash Surjan resigned as Independent Director on 03 Aug 2026.
• Kaushik Kantilal Shah appointed Independent Director on 14 Aug 2026.
• Independent Director term: five years, Aug 14 2026 to Aug 13 2031.
• CS Prachi Jain resigned on 13 Aug 2025; Unnati Sharma appointed 26 Dec 2025.
• Statutory auditor: Motilal & Associates LLP; Internal auditor: Ritik Agrawal & Co.
• Secretarial auditor: Gajab Maheshwari & Associates.
• Audit Committee: 4 meetings; NRC: 2 meetings; SR Committee: 1 meeting.

Audit, risk, and controls

• No material audit qualifications; auditors eligible for re-appointment.
• Internal controls adequate; no material weaknesses observed.
• Secretarial audit: compliant; Annexure B attached.
• Key audit matter: disputed income tax demands due to TDS credits.
• No fraud observed; no significant regulatory orders identified.
• Related party transactions disclosed; no material conflicts noted.

Related party transactions and remuneration

• Total compensation to KMP: Rs 3.22 lakh.
• Unsecured loan from directors: nil outstanding.
• Related party disclosures are noted in notes to accounts.

CSR, governance, and compliance status

• CSR not applicable; company below regulatory thresholds.
• Corporate governance compliance deemed not applicable under LODR for FY2025-26.
• Independent directors familiarization program available on the company website.

Outlook and industry context

• Indian infrastructure sector remains positive with public investment support.
• Risks include geopolitical tensions, financing costs, and regulatory delays.
• Management focuses on disciplined, risk-adjusted investment and sustainable value creation.

Appointment of Additional Independent Director

• Appointment of Kaushik Kantilal Shah as Additional Non-Executive Independent Director.
• Date: August 14, 2026; term five years; not liable to retire by rotation.
• Reason: Board approval on the Audit Committee's recommendation.
• Profile: Practicing Chartered Accountant with 42 years' experience.
• Relationships: Not Applicable with other directors.
• Disclosure: Not debarred from holding director offices.
• Impact: Increases independent director presence; appointment non-rotational.