Annual Report for FY 2025-26 is attached herewith

12 ANNUAL GENERAL MEETING WHERRELZ IT SOLUTIONS LIMITED -:Corporate Information:- Board of Directors Name of Directors Designation Pankaj Narendra Saxena Managing Director & CFO Chaitanya Bharat Dhareshwar Non-executive Director Sumanlata Dhareshwar Non-executive Director Uma Krishnan Independent Director Rishi Dharampal Aggarwal Independent Director Nitesh Pratapray Mehta Independent Director -:Key Managerial Personnel:- Name Designation Pankaj Narendra Saxena Managing Director and Chief Financial Officer Company Secretary & Compliance Officer Harshvardhan Barve -:Auditor Information:- Statutory Auditor Secretarial Auditor M/s B.B. Gusani & Associates CS Mayuri Rupareliya Chartered Accountants M/s M Rupareliya & Associates REGISTERED OFFICE: REGISTRAR & SHARE TRANSFER AGENT Plot No. 15, Road 10, Sec -1 New Panvel East BIGSHARE SERVICES PRIVATE LIMITED Navi Mumbai Raigarh -410206 1st Floor, Bharat Tin Works Building, Club Email:official@wherrelz.com House Road, Opp. Vasant Oasis, Makwana Road, Web: www.wherrelz.in Marol, Andheri (East), Mumbai 400059 Tel No.: 022 6263 8200 Email: ipo@bigshareonline.com Website: www.bigshareonline.com Listed on - BSE SME platform ISIN code - INE0IM001015 BANKER OF COMPANY: CONTACT DETAILS FOR INVESTORS: 1. YES Bank Compliance Officer – Mr. Harshvardhan Barve Tel No: +919179383838 Email: official@wherrelz.com NOTICE FOR ANNUAL GENERAL MEETING (Pursuant to Section 101 of the Companies Act, 2013) NOTICE is hereby given that the 12th Annual General Meeing (“AGM”) of the members of Wherrelz IT Solutions Limited will be held on Wednesday, 30th September, 2026 at 11:30 a.m. at registered office of the company situated at Plot No. 15, Road 10, Sec -1 New Panvel East, Raigarh, Navi Mumbai, Maharashtra, India, 410206 to transact the following business: ORDINARY BUSINESS ITEM NO. 1 Adoption of Financial Statements To receive, consider and adopt: The Audited Standalone Financial Statements of the Company for the Financial Year ended 31 March 2026, together with the Reports of the Board of Directors and the Statutory Auditors thereon; and To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 129, 134 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable statutory provisions, if any, the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026 together with the Reports of the Board of Directors and the Statutory Auditors thereon be and are hereby received, considered and adopted. RESOLVED FURTHER THAT the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 together with the Report of the Statutory Auditors thereon, wherever applicable, be and are hereby received, considered and adopted." ITEM NO. 2 Re-appointment of Director Retiring by Rotation To appoint a Director in place of Mrs. Sumanlata Dhareshwar (DIN: 07027595), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company and, being eligible, offers himself for re-appointment. To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, Mrs. Sumanlata Dhareshwar (DIN: 07027595), who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation." SPECIAL BUSINESS ITEM NO. 3 Appointment of Secretarial Auditor To appointment of Ms. Mayuri Rupareliya, Practicing Company Secretary (COP No. 18634) as Secretarial Auditor of the Company To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 179, 204(1) of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and based on the recommendation of the Board of Director and Audit Committee, CS Mayuri Rupareliya, of M Rupareliya & Associates, FCS No. F14025, C.P. No. 18634 be and are hereby appointed as the Secretarial Auditor of the company for a term One years to hold office from the conclusion of the 12th Annual General Meeting ("AGM") till the conclusion of the 13th AGM of the company, for conducting secretarial audit for the FY 2026-27, on such terms and remuneration as mentioned in the explanatory statement and as may be determined by the Board of Directors in such manner and to such extent as may be mutually agreed with the Secretarial Auditor. RESOLVED FURTHER THAT any of the Directors of the Company or the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient to give effect to this resolution”. By Order of the Board of Directors For, Wherrelz IT Solutions Limited Sd/- Pankaj Narendra Saxena Managing Director DIN: 10289985 Place: Navi Mumbai Date: September 08th, 2026 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable. 2. The explanatory statement, if any, pursuant to Section 102 of the Companies Act, 2013 relating to the Business to be transacted at the Annual General Meeting (“Meeting”) is annexed hereto. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 18th September, 2026 to 30th September, 2026 (both days inclusive). The book closure dates have been fixed in consultation with the Stock Exchanges. 4. Relevant documents referred to in the Notice are open for inspection by the members at the Registered Office of the Company on all working days (except Saturdays, Sundays and Public Holidays) during business hours up to the date of the Meeting. The aforesaid documents will be also available for inspection by members at the Meeting. 5. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository. Members holding shares in demat form are requested to register their e-mail address with their Depository Participant(s) only. Members of the Company, who have registered their e-mail address, are entitled to receive such communication in physical form upon request. 6. Securities and Exchange Board of India (“SEBI”) has mandated that securities of listed companies can be transferred only in dematerialized form w.e.f. April 1, 2019. Accordingly, the Company/MCS has stopped accepting any fresh lodgment of transfer of shares in physical form. Members holding sh [Showing first 8,000 characters — download PDF for full document]