Wendt India has announced a capital infusion of €1.1 million in its wholly owned German subsidiary, Wendt GmbH. This additional investment aims to provide operational support and strengthen its international operations.

Capital Infusion Details

The capital infusion was executed through subscription of ordinary shares in Wendt GmbH, bringing the total paid-up capital of the German subsidiary to €1.65 million. The company had previously communicated the incorporation of Wendt GmbH with an initial equity subscription of €0.55 million.

Purpose and Strategic Rationale

The additional capital infusion serves specific operational objectives for the German subsidiary. The funds are designated to meet fixed costs and support ongoing operational requirements of Wendt GmbH. This investment reflects the parent company's strategy to establish a robust operational foundation for its European operations and strengthen its international presence.

Subsidiary Profile

Wendt GmbH, incorporated in Tonisvorst, Germany, operates in the specialized sector of grinding and polishing equipment. The subsidiary's business activities encompass:

• Distribution of grinding and polishing machines and abrasives
• Trade in industrial supplies of all kinds
• Associated customer care services

Given its recent incorporation, the subsidiary does not have historical turnover data for the past three years, as noted in the regulatory disclosure.

Transaction Structure

Regulatory Compliance

The disclosure was made under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency with stakeholders. The transaction qualifies as a related party transaction between the company and its wholly owned subsidiary, conducted at arm's length based on a fair value assessment.

This strategic investment positions Wendt India to leverage opportunities in the European market for grinding and polishing equipment, while maintaining operational flexibility through adequate capitalization of its German operations.

Wendt (India) Limited has initiated a postal ballot process seeking shareholder approval for the re-appointment of Mr. Bhagya Chandra Rao as Independent Director. The company dispatched the postal ballot notice on December 16, 2025, to shareholders who have registered their email addresses with the company or its depositories.

Postal Ballot Details

The postal ballot notice dated December 9, 2025 was sent to shareholders whose names appear in the Register of Members as of the cut-off date of December 12, 2025. The notice seeks approval for Mr. Bhagya Chandra Rao's re-appointment as Independent Director for a second term.

E-Voting Timeline

The company has established a comprehensive e-voting schedule for the postal ballot process. Shareholders can cast their votes electronically during the specified period.

Director Profile and Qualifications

Mr. Bhagya Chandra Rao, aged 69 years, brings extensive experience to the board. He is a Mechanical Engineer from Mysore University with over four decades of experience across engineering, automotive, mining, and construction industries. His professional background includes leadership roles at prominent organizations including ANAND group, ABB, WIDIA, IFB Industries, and Sandvik Asia Ltd.

Mr. Rao previously served as Managing Director of Kennametal India Limited for eight years, leading the company through significant expansion. At Sandvik Mining Construction Rock Tools, he was instrumental in global manufacturing footprint expansion and domestic business growth.

Current Directorships and Committee Positions

Mr. Rao currently serves as Independent Director on multiple boards and holds key committee positions:

Other Directorships:

• Shetron Limited
• Suprajit Engineering Limited
• Disa India Limited
• Suprajit USA Inc.

Committee Memberships at Wendt (India) Limited:

• Member - Audit Committee
• Member - Stakeholders Relationship Committee
• Member - Corporate Social Responsibility Committee
• Chairman - Risk Management Committee
• Member - Nomination Remuneration Committee

Remuneration and Performance

For FY 2024-25, Mr. Rao received ₹9.10 lakhs as sitting fees and commission. For FY 2025-26 till the date of notice, he has received ₹7.00 lakhs. He attended all board meetings during FY 2024-25 and FY 2025-26 till date, demonstrating consistent engagement with company affairs.

Regulatory Compliance

The postal ballot process complies with Section 108 and Section 110 of the Companies Act, 2013, along with applicable rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has appointed Mr. R Sridharan, Practicing Company Secretary, as Scrutinizer for conducting the postal ballot voting process. National Securities Depository Limited (NSDL) will provide the remote e-voting facility for this postal ballot.