Key Resolution

The single item of special business for which approval is sought is the re-appointment of Mr. Mohan Dhanuka (DIN: 03610647) as a Non-Executive Independent Director of the company for a second term of five consecutive years, from 11th February 2026 to 10th February 2031.

Voting Process and Timeline

The approval will be obtained via postal ballot through remote e-voting only; physical ballot forms are not being dispatched.

  • Cut-off date for determining eligibility to vote: Friday, 19th June 2026.
  • E-voting service provider: National Securities Depository Limited (NSDL).
  • E-voting period: Commences at 9:00 AM (IST) on Friday, 26th June 2026 and ends at 5:00 PM (IST) on Saturday, 25th July 2026.
  • Results declaration: The results of the voting along with the Scrutinizer's report will be announced on or before Monday, 27th July 2026.
  • Scrutinizer: Mr. Atul Kr. Labh, proprietor of M/s. A. K. Labh & Co., Practicing Company Secretary, has been appointed to oversee the process.

Rationale for Reappointment (Explanatory Statement)

  • Mr. Dhanuka was first appointed as an Independent Director for a five-year term from 11th February 2021 to 10th February 2026, which was confirmed by shareholders at the 48th AGM on 27th September 2021.
  • The reappointment is proposed pursuant to Section 149(10) of the Companies Act, 2013, which allows for a second term of up to five years upon passing a special resolution.
  • Mr. Dhanuka has submitted the requisite declaration confirming he meets the independence criteria under the Companies Act, 2013 and SEBI LODR Regulations.
  • The Board, based on the recommendation of the Nomination and Remuneration Committee (NRC), assessed his performance favorably, citing his attendance, participation, independent judgment, and contribution to board discussions.
  • His qualifications include a Bachelor's degree in Commerce and over three decades of experience in the financial sector.
  • He has registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) and qualified the online proficiency test.
  • A notice proposing his candidature has been received by the company under Section 160 of the Companies Act, 2013.

Remuneration and Relationships

  • Mr. Dhanuka is entitled to receive only a sitting fee for attending meetings of the Board or its committees, as decided by the Board within the limits of Section 197 of the Companies Act, 2013.
  • He holds no shares in the company.
  • He holds directorships in two other companies: D1 Williamson Magor Bio Fuel Limited and Cosepa Fiscal Industries Private Limited.
  • He is not related to any other Director or Key Managerial Personnel (KMP) of the company.

Additional Information

  • The notice was dispatched to shareholders via email on 25th June 2026.
  • The notice and explanatory statement are available on the company's website (www.williamsonfinancial.in), the NSDL website (www.evoting.nsdl.com), and the BSE website (www.bseindia.com).
  • Members can inspect the draft letter of appointment for Mr. Dhanuka by sending a request to administrator@williamsonfinancial.co.