WEP Solutions Ltd

WEP Solutions Ltd – Trading window closure

AGM Details

• AGM held on 16 September 2026 via VC/OAVM from 11:00 to 11:35 IST.
• Record date for voting was 9 September 2026.

Key Resolutions and Outcomes

• Resolution 1 (Ordinary): Adopt audited financial statements and reports; passed.
• Resolution 2 (Ordinary): Declare final dividend of Rs 0.50 per share; passed.
• Resolution 3 (Special): Re-appoint Ram Narayan Agrawal as director; passed.
• Resolution 4 (Ordinary): Appoint Dr. Gaurav Nigam as Whole Time Director; passed.
• Resolution 5 (Special): Approve remuneration to Dr. Gaurav Nigam as Senior Executive Director; passed.
• Resolution 6 (Special): Appoint Sanjeev Arora as Independent Director; passed.
• Resolution 7 (Special): Appoint Deepak Jain as Independent Director; passed.
• Resolution 8 (Special): Re-appoint Vandana Malaiya as Independent Director; passed.
• Resolution 9 (Special): Re-appoint Shruti Agarwal as Independent Director; passed.
• Resolution 10 (Special): Approve Employee Stock Option Plan 2026; passed.

Voting Results

• Overall, resolutions passed with near-unanimous support (in excess of 99.99% in favour).

Cessation of Independent Director

• Grama Hiriyannaiah Visweswara, Independent Director, ceased due to completion of tenure, effective 19 September 2026.

AGM Details

• AGM held on 16 September 2026 at 11:00 A.M. (IST) via VC/OAVM.
• Meeting concluded at 11:35 A.M. (IST).

Ordinary Business

• To receive, consider and adopt the Audited Financial Statements for FY2025-26 (outcome not disclosed).
• To declare a Final Dividend of Rs 0.50 per Equity Share for FY2025-26.

Special Business

• To appoint Ram Narayan Agrawal as Director retiring by rotation for reappointment.
• To approve the appointment of Dr. Gaurav Nigam as Whole Time Director, Senior Executive Director.
• To approve remuneration payable to Dr. Gaurav Nigam as WTD/Senior Executive Director.

Financial performance

• Total revenue 6,960.45 lakh; operating revenue 6,791.08 lakh
• Net profit after tax 218.77 lakh; basic EPS 0.56
• EBITDA before depreciation 1,667.88 lakh
• YoY revenue growth but profit moderated by higher depreciation and finance costs
• Final dividend proposed at ₹0.50 per share; AGM approval required

Segmentation & geography

• Enterprise segment revenue ₹5,019.36 lakh; Partner segment ₹1,771.73 lakh
• Geography: all revenue earned in India

Dividends & capital allocation

• Final dividend proposed: ₹0.50 per equity share for FY2025-26
• Record date: 9 Sep 2026; tax deducted at source as applicable
• AGM scheduled 16 Sep 2026 via VC/OAVM

Capital structure & liquidity

• Total equity ₹6,361.03 lakh; net debt ₹1,127.00 lakh; net debt/ equity 0.15
• Current ratio 2.36; cash and cash equivalents ₹18.12 lakh
• Long-term borrowings ₹590.39 lakh; short-term borrowings ₹554.73 lakh

Governance & board changes

• Dr. Gaurav Nigam appointed Whole-Time Director; 3-year term from 10 Jul 2026
• Remuneration for Dr. Nigam approved; ESOP considerations as per proposal
• Independent directors Sanjeev Arora and Deepak Jain appointed (subject to shareholder approval)
• Vandana Malaiya and Shruti Agarwal reappointed as Independent Directors

ESOP 2026

• Board-approved ESOP 2026; up to 15,00,000 options
• Options vest 1 to 5 years; exercise price not less than Rs 10
• Board/ NRC to administer; shareholder special resolution may be required
• Existing ESOPs (2011, 2016, 2023) continue; movements disclosed in notes

CSR & governance

• CSR expenditure ₹10.80 lakh vs statutory requirement ₹10.75 lakh; shortfall ₹0.05 lakh
• CSR focus: education projects including OSAAT and Salisa Foundation
• CSR committee not constituted due to spending threshold

Audit & compliance

• Statutory auditors: Guru & Jana LLP; Secretarial auditors: BMP & Co.
• Secretarial audit: no qualifications; Corporate Governance compliance certificate issued
• CEO/CFO certification submitted to the Board

AGM Details

• Date and time: 16 September 2026 at 11:00 A.M. IST.
• Mode: Video Conference / Other Audio-Visual Means (VC/OAVM).
• Deemed venue: Registered office.

Record & Closure

• Record date for dividend and e-voting: 9 September 2026.
• Register of members to be closed 10–16 September 2026.

Dividend

• Dividend proposed: Final Rs 0.50 per equity share, subject to approval.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements and Directors’ Report.
• Ordinary: Declare Final Dividend of Rs 0.50 per share.
• Special: Re-appoint Ram Narayan Agrawal as Director.
• Ordinary: Appoint Dr. Gaurav Nigam as Whole Time Director.
• Special: Approve remuneration for Dr. Gaurav Nigam as WTD.
• Special: Appoint Sanjeev Arora as Independent Director.
• Special: Appoint Deepak Jain as Independent Director.
• Special: Re-appoint Vandana Malaiya as Independent Director.
• Special: Re-appoint Shruti Agarwal as Independent Director.
• Special: Approve Employee Stock Option Plan 2026 (ESOP 2026).
• Special: Approve grant of up to 1.5 million ESOPs under ESOP 2026.

Voting Results

• Voting results to be declared within 2 working days after AGM.

Director Changes

• Ram Narayan Agrawal to be re-appointed as Non-Executive Director.
• Dr. Gaurav Nigam to be appointed Whole Time Director (Senior Executive).
• Sanjeev Arora to be appointed Independent Director.
• Deepak Jain to be appointed Independent Director.
• Vandana Malaiya to be re-appointed Independent Director.
• Shruti Agarwal to be re-appointed Independent Director.

Auditor Arrangements

• No auditor appointments or changes proposed at this AGM.

Material Related Party Transactions

• Rent for building paid to WeP Peripherals Limited: Rs 68.53 L.
• Brand fee paid to WeP Peripherals Limited: Rs 1.00 L.
• Professional consultancy from Right Horizons Financial Services: Rs 2.25 L.
• Rent deposit from related parties: Rs 24.23 L.
• Executive director/KMP remuneration to related parties: Rs 104.01 L.
• Non-exec/independent director sitting fees: Rs 11.47 L.

Other Material Approvals

• Approval of WeP Solutions Limited - Employee Stock Option Plan 2026.
• Plan permits up to 1.5 million ESOPs, terms set by N&RC.

ESOP disclosure correction

• Correction to ESOP allotment disclosure due to clerical error.
• Starting distinctive number corrected from 36830278 to 36830279.
• Corrected range reads 36830279 to 36956178.
• Total shares allotted remains 125,900.
• Error is clerical and does not affect other disclosures.
• Request to record the correction on record.
• Dated 10 August 2026.
• Filed by Ankita Karnani, Company Secretary and Compliance Officer.