Walchandnagar Industries Ltd — AGM Information 2022

Sep 29, 2022

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Ref. No. : WI: SEC: 2022 Date : September 29, 2022

National Stock Exchange of India Ltd. BSE Ltd. Corporate Action Department Corporate Relations Department Exchange Plaza, 5th floor, 1st floor, New Trading Ring, Plot No. C/1, G Block, Rotunda Bldg P.J. Tower, Bandra Kurla Complex, Bandra (East) Mumbai 400 001. Mumbai 400 051. Fax:: 22723121/2039/2037 Fax :26598237/38, 66418126/25/24 SCRIP CODE : 507410 SCRIP CODE : WALCHANNAG

• Sub.: Disclosure of events or information - 113[th] Annual General Meeting held on Wednesday, September 28, 2022.

Ref.: Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 30 read with Para A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith gist of proceedings of the 113[th] Annual General Meeting held on Wednesday, September 28, 2022.

Kindly take the same on your record.

Thanking you,

Yours faithfully,

For Walchandnagar Industries Ltd.,

GIRIRAJ SHARAN AGRAWAL Digitally signed by GIRIRAJ SHARAN AGRAWAL DN: c=IN, o=PERSONAL, title=5216, pseudonym=2244a53b316a48fcb21a15e09beadf76, 2.5.4.20=d377a37a9c44bd0db5b3d17dd821ed935afdab89d983731b99c7c8e717112652, postalCode=400034, st=Maharashtra, serialNumber=5a4130bf9a70610c0fd108bdfb582c7679b4082096434107dba690b8c4821e18, cn=GIRIRAJ SHARAN AGRAWAL Date: 2022.09.29 16:39:51 +05'30'

G. S. Agrawal Whole Time Director & Company Secretary

Encl.: As above

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Gist of Proceedings of the 113[th] Annual General Meeting (“the Meeting”/ “AGM”) of Walchandnagar Industries Limited.

1. Date, time and Venue of the Meeting:

The 113[th] AGM of the Company was held on Wednesday, September 28, 2022 through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The Meeting commenced at 04.00 P.M. through Video Conference and concluded at 04.50 P.M.

2. Proceedings in brief:

• Mr. Chakor L. Doshi, Chairman of the Company chaired the proceedings of the Meeting. The requisite quorum being present, the Chairman called the Meeting to order.

• The Company Secretary informed that the Meeting was held through VC/ OAVM as per the circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. The Company had also provided live webcast of the proceedings of Meeting.

• The Chairman requested the members of the Board who had joined the meeting through Video Conference to introduce themselves. Mr. Dilip J. Thakkar, Dr. Anil Kakodkar, Mrs. Rupal Vora, Mr. Jayesh Dadia, Mr. G. S Agrawal and Mr. Chirag C. Doshi introduced themselves to the members.

• The Chairman further announced that 3 representations under section 113 of the Companies Act, 2013 in respect of 60,35,605 equity shares of Rs. 2 each, which constitute 15.85 % of the Company’s paid-up equity share capital, had been received.

• Thereafter, the Chairman declared that the notice of the 113[th] AGM, copies of Audited Financial Statements for the year ended March 31, 2022, Board's and Auditor's report had been sent through electronic mode to those Members whose e-mail addresses had been registered with the Company’s Registrar and Transfer Agent or Depositories. Accordingly, the notice of the AGM and statutory auditor's report were taken as read.

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• The Company Secretary informed that remote e-voting commenced at 9:00 A.M. on Sunday, September 25, 2022 and concluded at 5:00 P.M. on Tuesday, September 27, 2022.

• The following items of business as set out in the Notice convening the 113[th] AGM were recommended for members’ consideration and approval.

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company as at March 31, 2022 together with the Reports of Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Chakor L. Doshi (DIN: 00210949) Director, who retires by rotation at 113[th] Annual General Meeting and, being eligible, offers himself for re-appointment.

3. To consider and approve the Re-appointment of Statutory Auditors of the Company for second term and fix their remuneration.

Special Business:

4. To authorize to renew the consultancy contract with Mr. Chakor L. Doshi.

5. To approve appointment of Mr. Jayesh Dadia (DIN: 0053633), as an Independent Director of the Company.

6. To approve the remuneration of the Cost Auditors for the financial year ending 31st March, 2023.

7. To approve the appointment of Mr. Giriraj Sharan Agrawal (DIN: 00404340), as a Whole Time Director of the Company.

8. To consider and approve material related party transaction of subrogated debt owed by the company to the promoters / promoters group.

9. To consider and approve issue of Equity Shares on Preferential Basis.

3. Mr. Chakor L. Doshi, Chairman of the Company gave opportunity to the shareholders who registered for speaking in the Meeting, to ask questions or seek clarifications on the Agenda items. Thereafter, he responded to the questions raised by the Members.

4. The Company Secretary also informed that the Board of Directors of the Company had engaged the services of National Securities Depository Limited (NSDL) for remote e-voting and had also appointed Mr. V. N. Deodhar of M/s. V. N. Deodhar & Co., as the scrutinizer for the purpose of scrutinizing the e-voting at the Meeting and by remote e-voting process.

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5. The Chairman also informed the members that the results of remote e-voting shall be disseminated to the stock exchanges and will also be uploaded on the website of the Company and NSDL (viz. www.evoting.nsdl.com), the agency providing remote e–voting facility.

6. Voting by Members:

• The Company had provided remote e-voting facility to its members to cast votes electronically, for all the 9 items of business set out in the notice.

• Further, the facility to vote on resolutions through electronic voting system at the meeting was made available to the members who participated in the meeting and had not cast their votes through remote e-voting.

• All the resolutions set out in Notice calling the 113[th] AGM were passed with the requisite majority and are deemed to be passed on the date of the 113[th] AGM i.e. on September 28, 2022.

Note: These are not the minutes of the proceedings of the Annual General Meeting of the Company.

Please take the same on your record.

Thanking you,

Yours faithfully,

For Walchandnagar Industries Ltd.,

GIRIRAJ SHARAN AGRAWAL Digitally signed by GIRIRAJ SHARAN AGRAWAL DN: c=IN, o=PERSONAL, title=5216, pseudonym=2244a53b316a48fcb21a15e09beadf76, 2.5.4.20=d377a37a9c44bd0db5b3d17dd821ed935afdab89d983731b99c7c8e717112652, postalCode=400034, st=Maharashtra, serialNumber=5a4130bf9a70610c0fd108bdfb582c7679b4082096434107dba690b8c4821e18, cn=GIRIRAJ SHARAN AGRAWAL Date: 2022.09.29 16:40:18 +05'30'

G. S. Agrawal Whole Time Director & Company Secretary

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