Wires & Fabriks (S.A) Ltd

For the Year 2024-25 Dear Members,

Your Directors of the Company have pleasure in

presenting the 68 Annual Report and Audited Financial Statements of the Company for the year ended 31st March, 2025.

The financial results, in brief, for the year ended 31st March, 2025 are as under:

In view of the need to conserve cash at this time, your Directors have recommended to the Members a dividend of Rs. 0.10 per share (previous year Rs. 0.10 per share) amounting to Rs. 3.06 Lacs for the financial year ended 31st March, 2025.

Your Company has closed the financial year with upward trend of turnover and profits. The expansion cum modernization project is complete. This has made the Company ready for the future and will improve the performance in the forthcoming years.

Your Company continues to maintain its leadership in Technical Textiles due to continued thrust on new product development and technology up-gradation. A number of steps taken to reduce costs and increase market penetration will lead to improved performance in the coming years.

Mr. Satish Ajmera (DIN: 00208919), Independent Director of the Company, who was appointed for a second term of 5 years with effect from 30th March, 2020, have retired upon completion of his second and final term of 5 years on 29th March, 2025.The Board in

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its meeting held on 24 May, 2025 noted the same and conveyed its sincere appreciation for the valuable contribution made by Mr. Satish Ajmera during his tenure as Independent Director of the Company.

The existing Independent Directors of the Company namely Mr. Rishi Bajoria (DIN: 00501157) and Dr. Sudhir Bhandari (DIN:08755101), who were appointed

for a term of 5 years with effect from 21 July, 2020 will

be completing their 1 term on 20 July, 2025. As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Director can be re-appointed for a second term of up to five consecutive years on passing of special resolution by shareholders of the Company and disclosure of such appointment in its Board's report. The Board of Directors at its meeting

held on 24 May, 2025, on recommendation of Nomination and Remuneration Committee and on the basis of qualification, experience, past performance and continued association with the Company as Independent Director and subject to approval of the shareholders, re-appointed Mr. Rishi Bajoria and Dr. Sudhir Bhandari for further term of 5 years with effect

from 21 July, 2025. The Board of Directors recommends the re-appointments of above named Directors namely Mr. Rishi Bajoria and Dr. Sudhir

Bhandari a second term of five years from 21 July, 2025 as Independent Directors on the Board of the Company. Appropriate resolutions seeking their reappointments and their profiles are given in the Notice convening the ensuing Annual General Meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Devesh Khaitan (DIN: 00820595), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. Profile of Mr. Devesh Khaitan, is given in the Notice of the Annual General Meeting.

M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No. 001704C), Statutory Auditors of the Company were appointed for a term of five years, from

the conclusion of the 63 Annual General Meeting till

the conclusion of the 68 Annual General Meeting of the Company to be held during the current year 2025. Subject to approval of members of the Company, the Audit Committee and the Board of Directors during

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their respective meetings held on 24 May, 2025 have considered and recommended the re-appointment of M/s. Jain Shrimal & Co., Chartered Accountants as Statutory Auditors of the Company to hold office from th

the conclusion of 68 Annual General Meeting until the

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conclusion of 73 Annual General Meeting. M/s. Jain Shrimal & Co., Chartered Accountants, (Firm Registration No. 001704C) have given their consent for the proposed re-appointment as Statutory Auditors

of the Company from the conclusion of 68 Annual

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General Meeting until the conclusion of 73 Annual General Meeting. There are no qualifications, reservations, adverse remarks or disclaimer in the Statutory Audit Report and neither any fraud has been reported by auditors under section 143(12) of the Companies Act, 2013.

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 M/s R. B. Verma & Associates, Chartered Accountants, Jaipur and M/s A. K. Bhardwaj & Co., Chartered Accountants, Kolkata has conducted Internal Audit of the Company for the Financial Year 2024-25. In terms of provisions of the Companies Act, on recommendation of the Audit Committee, the Board

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at its meeting held on 24 May 2025 had appointed M/s R. B. Verma & Associates, Chartered Accountants, Jaipur and M/s A. K. Bhardwaj & Co., Chartered Accountants, Kolkata as the Internal Auditor for the financial year ending 31st March 2026. Further, the Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

The Secretarial Audit was carried out by Mrs. Twinkle Agarwal, Company Secretaries in Practice, having

Membership No. A52868 and Certificate of Practice

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No. 25605 for the financial year ended 31 March, 2025. In terms of provisions of the Companies Act, subject to approval of members of the Company and on recommendation of the Audit Committee, the Board

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at its meeting held on 24 May 2025 had appointed Mrs. Twinkle Agarwal, Practicing Company Secretary as the Secretarial Auditor for a term of 5 (five) consecutive years from the financial year 2025-26 to 2029-30. The Secretarial Auditors' Report for the financial year ending 31st March, 2025 is annexed herewith. There are no qualifications, reservations, adverse remarks or disclaimer in the Secretarial Audit Report.

Information's / statements as per the applicable provisions of the Companies Act, 2013 & rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard 1 & 2, and other applicable statutory provisions are annexed.

The Directors wish to place on record their gratitude to the Customers, Investors, Bankers, Suppliers, Government agencies and all other business associates for their valuable assistance, continued support and confidence in the Company. The Directors also place on record their deep appreciation to all employees of the Company for their continued & unstinted efforts during the year.