Wires & Fabriks SA Ltd

KMP authorization for materiality

• Authorization for KMPs to determine materiality and disclosures under Regulation 30(5) LODR.
• Effective date: 14 August 2026.
• KMPs named: Devesh I(raitan (Joint Managing Director) and Pramod Agarwal (CFO).
• Purpose: enable materiality determinations and disclosures to Stock Exchange.
• No material financial figures disclosed; governance/compliance update.

Financial results and audit

• Unaudited quarterly results for the quarter ended 30 June 2026 approved by the Board.
• Board meeting held on 11 August 2026.
• Limited Review Report of the Statutory Auditor for the period attached.

Dematerialisation status

• Details of dematerialised securities during the period were furnished to depositories and stock exchanges.
• Securities received for dematerialisation were mutilated and cancelled within the stipulated time after verification.
• The depository's name was substituted in the company's records as registered owner.
• Dematerialised certificates are listed on stock exchanges where earlier issues were listed.

Dividend and AGM details

• Record date 22.07.2026 for dividend and AGM.
• Book closure 23.07.2026 to 29.07.2026.
• Equity shares of Rs 10 each.
• Dividend amount Rs 0.10 per share.
• AGM scheduled for 29.07.2026.

AGM Details

• AGM scheduled for 29 July 2026 at 15:00 IST via VC/OAVM.
• Register of Members closes 23–29 July 2026 for dividend payment eligibility.
• Remote e-voting window: 26–28 July 2026.
• Dividend proposed: Rs 0.10 per share (total Rs 3.06 Lakh).

Key Resolutions

• Ordinary Business: Adoption of Audited Financial Statements, Directors’ Report, and Auditors’ Report.
• Ordinary Business: Dividend declaration for the year.
• Ordinary Business: Re-appointment of Dr. Mahendra Khaitan by rotation.
• Special: Reappointment of Kishan Kumar Khaitan as Chairman for 5 years (2027-2032) with remuneration.
• Special: Reappointment of Dr. Mahendra Khaitan as Vice Chairman for 5 years (2027-2032) with remuneration.
• Special: Reappointment of Devesh Khaitan as Managing Director for 5 years (2027-2032) with remuneration.

Voting Results

• Voting outcomes for AGM resolutions not disclosed in this filing; results to be announced at meeting.

Dividend

• Dividend proposed: Rs 0.10 per share; total Rs 3.06 Lakh.
• Dividend payable within 30 days of the AGM, if approved.

Director Changes

• Kishan Kumar Khaitan reappointed as Chairman; remuneration schedule included.
• Remuneration for Kishan: FY27-28 Rs 7.10m; FY28-29 Rs 8.15m; FY29-30 Rs 9.35m.
• Dr. Mahendra Khaitan reappointed as Vice Chairman; remuneration schedule included.
• Remuneration for Mahendra: FY27-28 Rs 7.10m; FY28-29 Rs 8.15m; FY29-30 Rs 9.35m.
• Devesh Khaitan reappointed as Managing Director; remuneration schedule included.
• Remuneration for Devesh: FY27-28 Rs 6.90m; FY28-29 Rs 7.90m; FY29-30 Rs 9.05m.
• Dr. Mahendra Khaitan to continue as Vice Chairman beyond age 70.
• Kishan Kumar Khaitan to continue as Chairman from 1 Apr 2027 for 5 years.

Auditor Appointments

• Statutory Auditors: Jain Shrimal & Co. reappointed for five years (to 2030).
• Internal Auditor: R. B. Verma & Associates appointed for 2027.
• Secretarial Auditor: Twinkle Agarwal appointed for 2025-2030.

Material Related Party Transactions

• Related-party transactions occur in ordinary course with holding and other related parties.
• Purchases/Services from related parties: Rs 392.41 Lakh.
• Remuneration to related parties (KMP): Rs 232.41 Lakh.
• Rent paid to related party: Rs 26.12 Lakh; Rent received: Rs 10.08 Lakh.
• Donations to related parties: Rs 25 Lakh.

Other Material Approvals

• Remuneration approvals for Chairman/MD/VC require Special Resolution under Schedule V.
• Draft agreements and terms for remuneration require board/Shareholder approval.