General information about company
Scrip code	507817
NSE Symbol
MSEI Symbol
ISIN	INE469D01013
Name of the entity	WIRES AND FABRIKS (SA) LIMITED
Date of start of financial year	01-04-2023
Date of end of financial year	31-03-2024
Reporting Quarter	Yearly
Date of Report	31-03-2024
Risk management committee	Not Applicable
Market Capitalisation as per immediate previous Financial Year	Any other

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Yes

Whether Chairperson is related to MD or CEO

Yes

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth

1

Mr

KISHAN KUMAR KHAITAN

AFWPK4315F

00514864

Executive Director

Chairperson related to Promoter

02-12-1955

2

Mr

Mahendra Khaitan

AFWPK4314E

00459612

Executive Director

Not Applicable

MD

10-12-1959

3

Mr

Devesh Khaitan

AGVPK4801G

00820595

Executive Director

Not Applicable

MD

06-12-1981

4

Mrs

Pranika Khaitan Rawat

AVIPK7214P

07062242

Non-Executive - Non Independent Director

Not Applicable

24-03-1989

5

Mr

Rishi Bajoria

AEEPB1420R

00501157

Non-Executive - Independent Director

Not Applicable

02-08-1973

6

Mr

Saroj Khemka

AEYPK6493F

00489838

Non-Executive - Independent Director

Not Applicable

24-01-1947

7

Mr

Satish Ajmera

ACMPA7426L

00208919

Non-Executive - Independent Director

Not Applicable

26-10-1944

8

Mr

Sudhir Bhandari

ACAPB2708G

08755101

Non-Executive - Independent Director

Not Applicable

09-07-1958

9

Mr

Sanjay Kumar Singh

AUSPS5196B

10168533

Non-Executive - Independent Director

Not Applicable

26-05-1956

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status

1

No

Active

2

No

Active

3

No

Active

4

No

Active

5

No

Active

6

No

Active

7

No

Active

8

No

Active

9

No

Active

I. Composition of Board of Directors
Sr		Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]		Date of passing special resolution		Initial Date of appointment		Date of Re-appointment		Date of cessation		Tenure of director (in months)		No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)		No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)]		Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)		No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)		Reason for Cessation		Notes for not providing PAN		Notes for not providing DIN
1		NA				14-08-1978		01-04-2022						1		0		0		0
2		NA				26-06-1989		01-04-2022						1		0		1		0
3		NA				27-06-2014		01-04-2022						1		0		1		0
4		NA				05-02-2015								1		0		0		0
5		NA				13-02-2020		21-07-2020				44		2		2		2		1
6		Yes		21-07-2020		05-02-2015		12-08-2020				43		1		1		2		0
7		Yes		21-07-2020		29-11-2001		30-03-2020				48		3		3		1		4
8		NA				13-06-2020		21-07-2020				44		1		1		2		0
9		NA		25-05-2023		18-07-2023						10		2		2		0		0

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00208919	Satish Ajmera	Non-Executive - Independent Director	Chairperson	01-04-2023
2	00489838	Saroj Khemka	Non-Executive - Independent Director	Member	01-04-2023
3	00501157	Rishi Bajoria	Non-Executive - Independent Director	Member	01-04-2023
4	08755101	Sudhir Bhandari	Non-Executive - Independent Director	Member	01-04-2023
5	00459612	Mahendra Khaitan	Executive Director	Member	01-04-2023

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00489838	Saroj Khemka	Non-Executive - Independent Director	Chairperson	01-04-2023
2	00208919	Satish Ajmera	Non-Executive - Independent Director	Member	01-04-2023
3	00501157	Rishi Bajoria	Non-Executive - Independent Director	Member	01-04-2023
4	07062242	Pranika Khaitan Rawat	Non-Executive - Non Independent Director	Member	01-04-2023

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00501157	Rishi Bajoria	Non-Executive - Independent Director	Chairperson	01-04-2023
2	00489838	Saroj Khemka	Non-Executive - Independent Director	Member	01-04-2023
3	08755101	Sudhir Bhandari	Non-Executive - Independent Director	Member	01-04-2023
4	00820595	Devesh Khaitan	Executive Director	Member	01-04-2023

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	00459612	Mahendra Khaitan	Executive Director	Chairperson	01-04-2023
2	00820595	Devesh Khaitan	Executive Director	Member	01-04-2023
3	00208919	Satish Ajmera	Non-Executive - Independent Director	Member	01-04-2023

Other Committee
Sr	DIN Number	Name of Committee members	Name of other committee	Category 1 of directors	Category 2 of directors	Remarks

Annexure 1
Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (if any) in the previous quarter	Date(s) of meeting (if any) in the current quarter	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors as on date of the meeting	Number of Directors present* (All directors including Independent Director)	No. of Independent Directors attending the meeting*
1	10-11-2023				Yes	9	9	5
2		10-02-2024	91		Yes	9	8	5
3		15-03-2024	33		Yes	9	6	5

Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)	Maximum gap between any two consecutive (in number of days)	Name of other committee	Reson for not providing date	Whether requirement of Quorum met (Yes/No)	Total Number of Directors in the Committee as on date of the meeting	Number of Directors Present (All Directors including Independent Director)	No. of Independent Directors attending the meeting*	No. of members attending the meeting (other than Board of Directors)
1	Audit Committee	10-11-2023				Yes	5	5	4	0
2	Audit Committee	10-02-2024	91			Yes	5	5	4	0
3	Audit Committee	15-03-2024	33			Yes	5	5	4	0
4	Nomination and remuneration committee	15-03-2024				Yes	4	3	3	0

Annexure 1
V. Related Party Transactions
Sr	Subject	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
1	Whether prior approval of audit committee obtained	Yes
2	Whether shareholder approval obtained for material RPT	NA
3	Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee	Yes

Annexure 1
VI. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	Yes
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	Yes
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	Yes
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee	Yes
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)	NA
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	Yes

Annexure 1
Sr	Subject	Compliance status
1	Name of signatory	DIPAK KUMAR SHAW
2	Designation	Company Secretary and Compliance Officer

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
1	Details of business	Yes		http://www.wirefabrik.com
2	Terms and conditions of appointment of independent directors	Yes		http://www.wirefabrik.com
3	Composition of various committees of board of directors	Yes		http://www.wirefabrik.com
4	Code of conduct of board of directors and senior management personnel	Yes		http://www.wirefabrik.com
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		http://www.wirefabrik.com
6	Criteria of making payments to non-executive directors	Yes		http://www.wirefabrik.com
7	Policy on dealing with related party transactions	Yes		http://www.wirefabrik.com
8	Policy for determining �material� subsidiaries	NA
9	Details of familiarization programmes imparted to independent directors	Yes		http://www.wirefabrik.com
10	Email address for grievance redressal and other relevant details	Yes		http://www.wirefabrik.com
11	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		http://www.wirefabrik.com
12	Financial results	Yes		http://www.wirefabrik.com
13	Shareholding pattern	Yes		http://www.wirefabrik.com
14	Details of agreements entered into with the media companies and/or their associates	NA

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.	Web address
15.1	Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange	NA
15.2	Audio or video recordings and transcripts of post earnings/quarterly calls	NA
16	New name and the old name of the listed entity	NA
17	Advertisements as per regulation 47 (1)	Yes		http://www.wirefabrik.com
18	Credit rating or revision in credit rating obtained	Yes		http://www.wirefabrik.com
19	Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year	NA
20	Secretarial Compliance Report	Yes		http://www.wirefabrik.com
21	Materiality Policy as per Regulation 30 (4)	Yes		http://www.wirefabrik.com
22	Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5)	Yes		http://www.wirefabrik.com
23	Disclosures under regulation 30(8)	Yes		http://www.wirefabrik.com
24	Statements of deviation(s) or variations(s) as specified in regulation 32	NA
25	Dividend Distribution policy as per Regulation 43A(1)	NA
26	Annual return as provided under section 92 of the Companies Act, 2013	Yes		http://www.wirefabrik.com
27	Confirmation that the above disclosures are in a separate section as specified in regulation 46(2)	Yes		http://www.wirefabrik.com
28	Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating	Yes		http://www.wirefabrik.com

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of �independence� and/or �eligibility�	16(1)(b) & 25(6)	Yes
2	Board composition	17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)	Yes
3	Meeting of Board of directors	17(2)	Yes
4	Quorum of Board meeting	17(2A)	NA
5	Review of Compliance Reports	17(3)	Yes
6	Plans for orderly succession for appointments	17(4)	Yes
7	Code of Conduct	17(5)	Yes
8	Fees/compensation	17(6)	Yes
9	Minimum Information	17(7)	Yes
10	Compliance Certificate	17(8)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
11	Risk Assessment & Management	17(9)	Yes
12	Performance Evaluation of Independent Directors	17(10)	Yes
13	Recommendation of Board	17(11)	Yes
14	Maximum number of Directorships	17A	Yes
15	Composition of Audit Committee	18(1)	Yes
16	Meeting of Audit Committee	18(2)	Yes
17	Role of Audit Committee and information to be reviewed by the audit committee	18(3)	Yes
18	Composition of nomination & remuneration committee	19(1) & (2)	Yes
19	Quorum of Nomination and Remuneration Committee meeting	19(2A)	Yes
20	Meeting of Nomination and Remuneration Committee	19(3A)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
21	Role of Nomination and Remuneration Committee	19(4)	Yes
22	Composition of Stakeholder Relationship Committee	20(1), 20(2) & 20(2A)	Yes
23	Meeting of Stakeholders Relationship Committee	20(3A)	Yes
24	Role of Stakeholders Relationship Committee	20(4)	Yes
25	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
26	Meeting of Risk Management Committee	21(3A)	NA
27	Quorum of Risk Management Committee meeting	21(3B)	NA
28	Gap between the meetings of the Risk Management Committee	21(3C)	NA
29	Vigil Mechanism	22	Yes
30	Policy for related party Transaction	23(1), (1A), (5), (6), & (8)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
31	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	Yes
32	Approval for material related party transactions	23(4)	NA
33	Disclosure of related party transactions on consolidated basis	23(9)	Yes
34	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
35	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
36	Alternate Director to Independent Director	25(1)	NA
37	Maximum Tenure	25(2)	Yes
38	Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism	25(2A)	Yes
39	Meeting of independent directors	25(3) & (4)	Yes
40	Familiarization of independent directors	25(7)	Yes

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is �No� details of non-compliance may be given here.
41	Declaration from Independent Director	25(8) & (9)	Yes
42	Directors and Officers insurance	25(10)	NA
43	Confirmation with respect to appointment of Independent Directors who resigned from the listed entity	25(11)	NA
44	Memberships in Committees	26(1)	Yes
45	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	Yes
46	Disclosure of Shareholding by Non-Executive Directors	26(4)	Yes
47	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	Yes
48	Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity	26(6)	NA
49	Vacancies in respect Key Managerial Personnel	26A(1) & 26A(2)	NA
	Any other information to be provided - Add Notes

Annexure II
1	Name of signatory	DIPAK KUMAR SHAW
2	Designation	Company Secretary and Compliance Officer

Annexure II
III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	NA
	Any other information to be provided

Annexure II
1	Name of signatory	DIPAK KUMAR SHAW
2	Designation	Company Secretary and Compliance Officer

Additional Half yearly Disclosure
Applicability of disclosure		Not Applicable
Reason for Non Applicability		Textual Information(1)

Text Block

Textual Information(1)

The Company has not advanced any loan or any other form of debt, directly or indirectly, to promoter or promoter group or directors or directors' relatives or KMPs or any entity controlled by them.

The Company has not provided any guarantee/comfort letter, directly or indirectly, in connection with any loan(s) or any other form of debt availed by promoter or promoter group or directors or directors' relatives or KMPs or any entity controlled by them.

The Company has not provided any security, directly or indirectly, in connection with any loan(s) or any other form of debt availed by promoter or promoter group or directors or directors' relatives or KMPs or any entity controlled by them.

Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter		No
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.	Date of the event	Brief details of the event

Signatory Details
Name of signatory	DIPAK KUMAR SHAW
Designation of person	Company Secretary and Compliance Officer
Place	KOLKATA
Date	15-04-2024