General information about company

Scrip code532373
NSE Symbol
MSEI Symbol
ISININE434B01029
Name of the entityWEP SOLUTIONS LIMITED
Date of start of financial year01-04-2023
Date of end of financial year31-03-2024
Reporting QuarterYearly
Date of Report31-03-2024
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearAny 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 ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrRam Narayan AgrawalACJPA1480F00006399Non-Executive - Non Independent DirectorChairperson31-10-1946
2MrAshok TripathyABSPT0806G09564236Executive DirectorNot ApplicableCEO-MD01-09-1968
3MrShankar JaganathanABWPS3431Q02121024Non-Executive - Independent DirectorNot Applicable21-08-1960
4MrGrama Hiriyannaiah VisweswaraAAHPV9278L00662212Non-Executive - Independent DirectorNot Applicable02-09-1950
5MrAyyagari LakshmanaraoACOPR3801Q02919040Non-Executive - Non Independent DirectorNot Applicable06-09-1948
6MrSandeep Kumar GoyalAEGPG1699M03023842Executive DirectorNot Applicable24-09-1980
7MrsVandana MalaiyaABXPM9311N09179865Non-Executive - Independent DirectorNot Applicable17-01-1964
8MrsShruti AgarwalAJRPA7914M09180804Non-Executive - Independent DirectorNot Applicable08-07-1987

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
1NoActive
2NoActive
3NoActive
4NoActive
5NoActive
6NoActive
7NoActive
8NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 CessationNotes for not providing PANNotes for not providing DIN
1Yes28-10-202209-07-201128-10-20221000
2NA03-06-20221000
3NA27-08-201527-08-2020103.041111
4Yes20-09-202122-09-201621-09-202190.081110
5Yes28-10-202230-04-201121-09-20231011
6NA01-07-20201010
7NA28-05-202134.031100
8NA28-05-202134.031120



Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
102121024Shankar JaganathanNon-Executive - Independent DirectorChairperson14-11-2023
209180804Shruti AgarwalNon-Executive - Independent DirectorMember05-02-2022
300662212Grama Hiriyannaiah VisweswaraNon-Executive - Independent DirectorMember29-06-2018


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100662212Grama Hiriyannaiah VisweswaraNon-Executive - Independent DirectorChairperson16-09-2022
202121024Shankar JaganathanNon-Executive - Independent DirectorMember16-09-2022
309179865Vandana MalaiyaNon-Executive - Independent DirectorMember05-02-2022
400006399Ram Narayan AgrawalNon-Executive - Non Independent DirectorMember05-11-2022


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
102919040Ayyagari LakshmanaraoNon-Executive - Non Independent DirectorChairperson05-02-2022
203023842Sandeep Kumar GoyalExecutive DirectorMember05-02-2022
309180804Shruti AgarwalNon-Executive - Independent DirectorMember05-02-2022


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonNo
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonNo
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
104-11-2023Yes995
210-02-202497Yes884



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber 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)
1Audit Committee04-11-2023Yes4440
2Audit Committee10-02-202497Yes3330
3Stakeholders Relationship Committee04-11-2023Yes3310
4Stakeholders Relationship Committee10-02-202497Yes3310



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryYashika Pardasani
2DesignationCompany 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

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttps://wepsol.com/investors/
2Terms and conditions of appointment of independent directorsYeshttps://wepsol.com/investors/
3Composition of various committees of board of directorsYeshttps://wepsol.com/investors/
4Code of conduct of board of directors and senior management personnelYeshttps://wepsol.com/investors/
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttps://wepsol.com/investors/
6Criteria of making payments to non-executive directorsYeshttps://wepsol.com/investors/
7Policy on dealing with related party transactionsYeshttps://wepsol.com/investors/
8Policy for determining ‘material’ subsidiariesYeshttps://wepsol.com/investors/
9Details of familiarization programmes imparted to independent directorsYeshttps://wepsol.com/investors/
10Email address for grievance redressal and other relevant detailsYeshttps://wepsol.com/investors/
11Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttps://wepsol.com/investors/
12Financial resultsYeshttps://wepsol.com/investors/
13Shareholding patternYeshttps://wepsol.com/investors/
14Details of agreements entered into with the media companies and/or their associatesNA

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

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


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1C), 17(1D) & 17(1E)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Role of Audit Committee and information to be reviewed by the audit committee18(3)Yes
18Composition of nomination & remuneration committee19(1) & (2)Yes
19Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
20Meeting of Nomination and Remuneration Committee19(3A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Role of Nomination and Remuneration Committee19(4)Yes
22Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes
23Meeting of Stakeholders Relationship Committee20(3A)Yes
24Role of Stakeholders Relationship Committee20(4)Yes
25Composition and role of risk management committee21(1),(2),(3),(4)NA
26Meeting of Risk Management Committee21(3A)NA
27Quorum of Risk Management Committee meeting21(3B)NA
28Gap between the meetings of the Risk Management Committee21(3C)NA
29Vigil Mechanism22Yes
30Policy for related party Transaction23(1), (1A), (5), (6), & (8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
32Approval for material related party transactions23(4)Yes
33Disclosure of related party transactions on consolidated basis23(9)Yes
34Composition of Board of Directors of unlisted material Subsidiary24(1)NA
35Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
36Alternate Director to Independent Director25(1)NA
37Maximum Tenure25(2)Yes
38Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism25(2A)Yes
39Meeting of independent directors25(3) & (4)Yes
40Familiarization of independent directors25(7)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
41Declaration from Independent Director25(8) & (9)Yes
42Directors and Officers insurance25(10)Yes
43Confirmation with respect to appointment of Independent Directors who resigned from the listed entity25(11)Yes
44Memberships in Committees26(1)Yes
45Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
46Disclosure of Shareholding by Non-Executive Directors26(4)Yes
47Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
48Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity26(6)NA
49Vacancies in respect Key Managerial Personnel26A(1) & 26A(2)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryYashika Pardasani
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryYashika Pardasani
2DesignationCompany 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)

Reference: SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May 31, 2021 and Notice No. 20230410-45 dated 10th April, 2023 - FAQs Corporate Governance:

"This disclosure excludes any loan (or other form of debt), guarantee / comfort letter (by whatever name called) or security provided in connection with any loan or any other form of debt:

d) by the listed entity to its employees or directors as a part of the service conditions"

There are no instance of any loan or any other form of debt advanced by the listed entity directly or indirectly to
or
Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt
or
Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by:


a. Promoter or any other entity controlled by them;
b.Promoter Group or any other entity controlled by them;
c.Directors (including relatives) or any other entity controlled by them;
d.KMPs or any other 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 quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryYashika Pardasani
Designation of personCompany Secretary and Compliance Officer
PlaceBangalore
Date04-04-2024