Windsor Machines Limited has issued a postal ballot notice seeking shareholder approval for the appointment of Mohan Ramachandran as a Director and Whole-time Director and Chief Executive Officer. The remote e-voting process commences on October 8, 2026, and concludes on November 6, 2026.

The Board of Directors approved the appointment during a meeting held on October 5, 2026, based on the recommendation of the Nomination and Remuneration Committee. Ramachandran was already serving as the CEO of the company prior to this formal board designation. The proposal includes an Ordinary Resolution to appoint him as a Director and a Special Resolution to confirm his role as Whole-time Director and CEO for a three-year term.

Profile and experience

Ramachandran brings over 32 years of experience in automotive and industrial manufacturing sectors. He holds a Bachelor of Engineering from the National Institute of Technology, Tiruchirapalli, and a PGDM from the Goa Institute of Management.

His career includes leadership roles at major organizations such as Eicher Group, Mahindra & Mahindra, Cummins Technologies, and Milacron India. His expertise spans business development, aftermarket expansion, distribution network build-out, product management, greenfield investments, capital planning, and strategy deployment.

Appointment terms and remuneration

The Special Resolution seeks approval for his appointment as Whole-time Director and CEO for a period of three years, effective from October 5, 2026, to October 4, 2029. The proposed remuneration is up to ₹3.08 crore per annum, comprising fixed pay and variable pay. This package includes basic salary, allowances, fuel maintenance, driver expenses, gratuity, and National Pension Scheme contributions.

He will also be eligible for Employee Stock Ownership Plans (ESOPs) in accordance with the company’s schemes. The Board retains the authority to revise his remuneration periodically, subject to limits specified under Section 197 read with Schedule V of the Companies Act, 2013.

Voting details and regulatory disclosures

The appointment complies with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The postal ballot notice is being sent via email to members whose addresses are registered with depositories or the Registrar & Share Transfer Agent as of the cut-off date, Friday, October 2, 2026.

E-voting schedule

Shareholders can cast their votes electronically through the Central Depository Services Limited (CDSL) platform. The results will be declared within two working days from the conclusion of the e-voting period.

Ramachandran is not related to any existing director of the company and has not been debarred from holding the office of a director by SEBI or any other authority. He holds no shares in the company as of the date of appointment.

Windsor Machines Limited has authorised and updated the details of its Key Managerial Personnel (KMP) following the resignation of Executive Director Vinay Bansod. The update, filed on October 5, 2026, lists Anand Jain as Chief Financial Officer and Mohan Ramachandran as Whole-time Director and CEO.

The Board of Directors approved the revised KMP list in a meeting held on October 5, 2026. This disclosure was made pursuant to Regulation 30(5) of the SEBI LODR Regulations to determine materiality of events and ensure accurate disclosures to stock exchanges. The update coincides with Bansod’s cessation from his role, effective October 15, 2026.

Revised Key Managerial Personnel

The regulatory filing provides contact details and designations for the current leadership team. Rohit Sojitra continues as Company Secretary and Compliance Officer, having signed the intimation on behalf of the board.

Resignation context and transition

Vinay Bansod resigned from his position as Executive Director, citing a new opportunity. His resignation was tendered via email on October 5, 2026, with the cessation taking effect at the closing of business hours on October 15, 2026. Consequently, he will cease to be a member of the Stakeholders Relationship Committee and the Operation and Banking Committee.

The Board noted the resignation in its October 5 meeting and placed on record its appreciation for Bansod’s contribution. In his letter, Bansod expressed pride in the accomplishments achieved during his tenure and committed to ensuring a smooth leadership transition. The company filed an intimation with BSE and NSE under Regulation 30 of the SEBI LODR Regulations confirming these changes.