69th Annual General Meeting Details

  • Date: Wednesday, 29th July 2026
  • Time: 15:00 Hrs IST
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM) through NSDL platform
  • Cut-off date for voting: 22nd July 2026
  • Book closure: 23rd July 2026 to 29th July 2026 (both days inclusive)

Agenda Items

Ordinary Business

1. Adoption of Audited Financial Statements for FY2025-26 with Directors' Report and Auditors' Report

2. Declaration of dividend on equity shares for FY2025-26

3. Re-appointment of Dr. Mahendra Khaitan (DIN: 00459612) who retires by rotation

Special Business

4. Reappointment of Mr. Kishan Kumar Khaitan as Chairman (Special Resolution)

  • Term: 5 years from 1st April 2027 to 31st March 2032
  • Remuneration for 3 years (1st April 2027 to 31st March 2030):
  • FY2027-28: ₹7.10 crore per annum
  • FY2028-29: ₹8.15 crore per annum
  • FY2029-30: ₹9.35 crore per annum
  • Plus perquisites/allowances as per draft agreement
  • Minimum remuneration payable in case of inadequate profits

5. Reappointment of Dr. Mahendra Khaitan as Vice Chairman (Special Resolution)

  • Designation change from Managing Director to Vice Chairman
  • Term: 5 years from 1st April 2027 to 31st March 2032
  • Remuneration for 3 years (1st April 2027 to 31st March 2030):
  • FY2027-28: ₹7.10 crore per annum
  • FY2028-29: ₹8.15 crore per annum
  • FY2029-30: ₹9.35 crore per annum
  • Plus perquisites/allowances as per draft agreement
  • Minimum remuneration payable in case of inadequate profits

6. Reappointment of Mr. Devesh Khaitan as Managing Director (Special Resolution)

  • Designation change from Joint Managing Director to Managing Director
  • Term: 5 years from 1st April 2027 to 31st March 2032
  • Remuneration for 3 years (1st April 2027 to 31st March 2030):
  • FY2027-28: ₹6.90 crore per annum
  • FY2028-29: ₹7.90 crore per annum
  • FY2029-30: ₹9.05 crore per annum
  • Plus perquisites/allowances as per draft agreement
  • Minimum remuneration payable in case of inadequate profits

Financial Performance Highlights (FY2025-26)

  • Total Income: ₹115.88 crore (Previous year: ₹110.25 crore)
  • Profit After Tax: ₹2.64 lakh (Previous year: ₹150.33 lakh)
  • Retained Earnings: ₹382.25 lakh (Previous year: ₹379.91 lakh)
  • Turnover: ₹115.45 crore (Previous year: ₹109.02 crore)
  • PBIDT: ₹232.31 lakh (Previous year: ₹188.46 lakh)
  • Dividend Recommended: ₹0.10 per share (1%) amounting to ₹3.06 lakh (Same as previous year)

Key Financial Ratios

  • Debtors Turnover: 3.70 (4.08)
  • Inventory Turnover: 3.38 (2.91)
  • Interest Coverage Ratio: 1.07 (1.32)
  • Current Ratio: 1.26 (1.22)
  • Debt Equity Ratio: 2.08 (2.51)
  • Operating Profit Margin: 7.30% (8.00%)
  • Net Profit Margin: 0.23% (1.38%)
  • Return on Net Worth: 0.52% (3.03%)

Dividend Information

  • Dividend of ₹0.10 per share recommended for FY2025-26
  • Payment to be made within 30 days from AGM date
  • Unpaid dividends for financial years 2018-19 and thereafter to be transferred to IEPF after 7 years
  • Shares with unpaid dividends for 7 consecutive years will be transferred to IEPF

Director Information

  • Mr. Kishan Kumar Khaitan: Chairman, age 71, Commerce Graduate, holds 100 equity shares
  • Dr. Mahendra Khaitan: Managing Director, age 66, Commerce Graduate and PhD, holds 500 equity shares
  • Mr. Devesh Khaitan: Joint Managing Director, age 44, M.Sc (Financial Management), holds 100 equity shares
  • All three directors attended 9 board meetings during the year

Capital Structure

  • Paid-up Equity Share Capital: ₹305.63 lakh (30,56,250 equity shares of ₹10 each)
  • Promoter Holding: 74.81% (W&F Securities Private Limited holds 62.90%)
  • 97.70% shares held in dematerialized form

Credit Ratings

  • Long-term Bank Facilities: IVR BBB; Stable Outlook (Reaffirmed)
  • Short-term Bank Facilities: IVR A3+ (Reaffirmed)

Operational Highlights

  • Company is market leader in Technical Textile - Synthetic Forming Fabrics in India
  • Products include Paper Machine Clothing, Phosphor Bronze Wire Cloth, Stainless Steel Wire Cloth
  • Certified with ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 & ISO 50001:2018
  • In-house R&D recognized by Govt. of India
  • Exports products to many countries

Management Commentary

  • Profits under pressure due to increased interest & depreciation from recently concluded project
  • Completion of latest project has made company ready for future
  • Company maintains leadership due to continuous thrust on new product development and technology upgradation
  • Number of steps taken to reduce costs and increase market penetration

Other Material Information

  • Works: Industrial Area, Jhotwara, Jaipur-302012
  • Registrar & Transfer Agent: ABS Consultant Pvt. Ltd., Kolkata
  • Compliance Officer: Bishwajit Singh, Company Secretary
  • CEO/CFO Certification: Obtained as per Regulation 17(8) of SEBI LODR Regulations
  • Whistle Blower Policy: In place, no complaints received during the year
  • CSR Activities: Not mandatorily applicable, but donation/welfare activities carried out

Voting Arrangements

  • Remote e-voting period: 26th July 2026 (9:00 AM) to 28th July 2026 (5:00 PM)
  • E-voting service provider: NSDL
  • Scrutinizer: Mrs. Twinkle Agarwal, Practicing Company Secretary
  • Results to be placed on company website and NSDL website within 2 days of AGM

Important Notes for Shareholders

  • Members holding physical shares must update PAN, KYC, bank details, specimen signature
  • Physical shareholders eligible for payments only through electronic mode from 1st April 2024
  • Special window till 4th February 2027 for transfer requests of physical securities sold/purchased prior to April 2019
  • Members requested to convert physical holdings to dematerialized form