Meeting Details

  • Type of Meeting: Postal Ballot (Remote E-Voting)
  • Cut-off Date (Record Date): October 02, 2026
  • Voting Period: Commenced on Thursday, October 08, 2026, at 9:00 A.M. (IST) and concluded on Friday, November 06, 2026, at 5:00 P.M. (IST).
  • Deemed Date of Passing: The resolutions are deemed to have been passed on November 06, 2026, the last date of the remote e-voting period.

Summary of Proposed Resolutions and Implications

The postal ballot contained two resolutions for shareholder approval:

1. Ordinary Resolution: To approve the appointment of Mr. Mohan Ramachandran (DIN: 11973361) as a Director of the Company.

2. Special Resolution: To approve the appointment of Mr. Mohan Ramachandran (DIN: 11973361) as a Whole-time Director and Chief Executive Officer of the Company for a period of 3 (Three) years.

The appointments were approved by the Board of Directors on October 05, 2026, and were subject to shareholder approval.

Voting Process and Methods Used

The voting was conducted entirely through remote e-voting. The facility was provided by Central Depository Services (India) Limited (CDSL). Physical copies of the ballot notice and forms were not sent to members, in accordance with MCA circulars. The notice was dispatched via email to members registered as of the cut-off date and published in the Financial Express (English and Gujarati editions) on October 08, 2026.

Key Voting Outcomes

Resolution 1: Appointment as Director (Ordinary Resolution)

  • Total Votes Cast: 45,455,419
  • Percentage of Votes Polled on Outstanding Shares: 43.9355%
  • Votes in Favour: 45,454,858 (99.9988% of votes cast)
  • Votes Against: 561 (0.0012% of votes cast)
  • Category-wise Breakdown:
  • Promoter & Promoter Group: 45,427,057 shares voted 100% in favour.
  • Public Institutions: 1,667 shares voted 100% in favour.
  • Public Non-Institutions: 26,695 shares voted; 26,134 (97.8985%) in favour, 561 (2.1015%) against.

Resolution 2: Appointment as Whole-time Director & CEO (Special Resolution)

  • Total Votes Cast: 45,455,419
  • Percentage of Votes Polled on Outstanding Shares: 43.9355%
  • Votes in Favour: 45,454,858 (99.9988% of votes cast)
  • Votes Against: 561 (0.0012% of votes cast)
  • Category-wise Breakdown:
  • Promoter & Promoter Group: 45,427,057 shares voted 100% in favour.
  • Public Institutions: 1,667 shares voted 100% in favour.
  • Public Non-Institutions: 26,695 shares voted; 26,134 (97.8985%) in favour, 561 (2.1015%) against.

Overall Participation

  • Total Number of Shareholders on Record Date: 20,059
  • Number of Shareholders Participating in E-Voting: 41
  • Total Number of Outstanding Shares: 103,459,417

Scrutinizer's Role, Findings, and Conclusions

Ms. Rama Subramanian, Company Secretary in Practice (ACS-15923, CP-10964), was appointed as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Her report, dated November 07, 2026, confirms:

  • The process was carried out per Sections 108 & 110 of the Companies Act, 2013, and relevant rules and SEBI regulations.
  • There were zero invalid or abstained votes.
  • Both resolutions were passed with the requisite majority.
  • A register recording the assent and dissent has been maintained and will be handed over to the company.

Compliance with Laws and Regulations

The disclosure confirms compliance with:

  • The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44).
  • Sections 108, 110, and other applicable provisions of the Companies Act, 2013.
  • The Companies (Management and Administration) Rules, 2014.
  • Secretarial Standard-2 on General Meetings.
  • Relevant circulars issued by the Ministry of Corporate Affairs.

Names and Roles of Signatories

  • Rohit Dineshbhai Sojitra, Company Secretary and Compliance Officer of Windsor Machines Limited, signed the declaration to the stock exchanges.
  • Ms. Rama Subramanian, Practising Company Secretary, signed the Scrutinizer's Report.