Wires & Fabriks (S.A.) Limited has successfully concluded its postal ballot process, with shareholders overwhelmingly approving the appointment of Mrs. Shailja Khaitan as Non-Executive Non-Independent Director. The voting results, declared on Wednesday, 28th January, 2026, demonstrate strong shareholder confidence in the proposed appointment.

Postal Ballot Results Overview

The postal ballot process was conducted through remote e-voting, concluding on Sunday, 25th January, 2026. The company's Board of Directors had proposed this appointment during their meeting held on Thursday, 13th November, 2025, seeking shareholder approval through the postal ballot mechanism.

Detailed Voting Analysis

The resolution received overwhelming support from shareholders across different categories. The voting pattern demonstrates strong confidence in the proposed appointment, with participation from both promoter and public shareholders.

Resolution Details

The ordinary resolution sought approval for appointing Mrs. Shailja Khaitan (DIN: 00820688) as Director (Non-Executive Non-Independent) of the company. This appointment does not involve any interest from the promoter or promoter group, as confirmed in the voting documentation.

Regulatory Compliance

The postal ballot was conducted in compliance with multiple regulatory frameworks:

• Section 110 read with Section 108 of the Companies Act, 2013
• Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
• Regulation 30 and 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Various MCA General Circulars from 2020 to 2025

National Securities Depository Limited (NSDL) provided the e-voting platform, ensuring secure and transparent voting process. The company published newspaper advertisements in Financial Express (English) and Sukhabar (Bengali) on Saturday, 27th December, 2025, announcing the completion of postal ballot notice dispatch.

Scrutinizer's Certification

Mrs. Twinkle Agarwal, Practicing Company Secretary (Membership No. ACS 52868), conducted the scrutiny process and submitted her report on Tuesday, 27th January, 2026. The scrutinizer confirmed that 68 members participated in the voting process, with 56 members voting in favor and 12 members voting against the resolution. The voting rights were proportionate to shareholders' paid-up equity share capital as of the cut-off date.

Wires & Fabriks (S.A.) Limited , a key player in the textile and paper manufacturing industry, announced significant board changes and released its financial results for the second quarter of fiscal year 2026 on November 13, 2025.

Board Changes

The company's board of directors approved the appointment of Mrs. Shailja Khaitan as an Additional Director (Non-Executive Non-Independent), effective November 13, 2025. Mrs. Khaitan, 62, brings over 25 years of experience in the textile sector to the board. She is the spouse of Mr. Mahendra Khaitan, the company's Managing Director, and holds 100 equity shares in the promoter group category.

Simultaneously, Mrs. Pranika Khaitan Rawat resigned from her position as Non-Executive Non-Independent Director, citing pre-occupation and other professional commitments.

The board also reconstituted its Nomination and Remuneration Committee. The new composition is as follows:

Financial Performance

For the quarter ended September 30, 2025, Wires & Fabriks reported the following financial highlights:

The company's revenue from operations saw a modest increase of 5.57% year-over-year. However, the net profit for the quarter decreased significantly by 94.21% compared to the same period last year.

For the half-year ended September 30, 2025, the company reported:

• Total income of Rs. 5,760.25 lacs, up from Rs. 5,433.84 lacs in H1 FY25
• Profit before tax of Rs. 22.40 lacs, down from Rs. 78.00 lacs in H1 FY25
• Net profit of Rs. 3.70 lacs, compared to Rs. 50.47 lacs in H1 FY25

The company's balance sheet as of September 30, 2025, showed total assets of Rs. 20,451.12 lacs, with non-current assets at Rs. 12,312.93 lacs and current assets at Rs. 8,138.19 lacs.

While Wires & Fabriks has maintained revenue growth, the significant decrease in profitability may be a concern. The company's financial performance and the impact of recent board changes will likely be areas of focus in upcoming quarters.