Williamson Financial Services Limited has announced a postal ballot notice for the re-appointment of its Manager, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company seeks shareholder approval for the re-appointment of Mr. Shyam Ratan Mundhra as Manager through remote e-voting only.

Re-appointment Details

The postal ballot seeks approval for the re-appointment of Mr. Shyam Ratan Mundhra (PAN: AEZPM4283N) as Manager of the Company for a further period of two years. The Board of Directors approved this re-appointment at its meeting held on February 10, 2026, based on the recommendation of the Nomination and Remuneration Committee.

E-voting Schedule

The company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process. Shareholders will be able to cast their votes electronically during the specified period.

Manager Profile and Remuneration

Mr. Shyam Ratan Mundhra, born on October 15, 1955, holds a B.Com (Hons.) degree and brings over 41 years of experience in Accounting & Audit functions. He has been associated with the company since April 2009 and also serves as Chief Financial Officer since April 2, 2015.

The proposed remuneration structure includes:

• Consolidated salary of Rs. 60,000 per month
• Minimum remuneration provisions in case of no profits or inadequate profits
• Leave entitlements as per company rules
• Compliance with Sections 196, 197, 198 and Schedule V of the Companies Act, 2013

Company Financial Performance

The company disclosed its financial performance for 2024-25:

Voting Process

Only shareholders whose names appear in the Register of Members as on the cut-off date of February 27, 2026 will be eligible to vote. The voting will be conducted exclusively through remote e-voting, with no physical postal ballot forms being sent to members. Mr. Atul Kr. Labh, Practicing Company Secretary (Membership No.: FCS 4848), has been appointed as the Scrutinizer for the postal ballot process.

The postal ballot notice and detailed e-voting instructions are available on the company's website at www.williamsonfinancial.in , BSE website, and NSDL's e-voting portal. Results will be communicated to BSE Limited where the company's equity shares are listed under scrip code 519214.

Williamson Financial Services Limited has released its unaudited financial results for the quarter and nine months ended December 31, 2025, revealing significant financial challenges that have prompted auditors to issue a qualified opinion with going concern warnings.

Financial Performance Overview

The company's financial performance deteriorated substantially during the reporting period. For the quarter ended December 31, 2025, Williamson Financial Services recorded a net loss of Rs. 1,611 thousand, compared to a loss of Rs. 697 thousand in the corresponding quarter of the previous year.

The nine-month performance showed an even more dramatic shift, with the company reporting a net loss of Rs. 47,745 thousand for the nine months ended December 31, 2025, compared to a profit of Rs. 6,240 thousand in the corresponding period of the previous year.

Auditor Concerns and Qualified Opinion

V. Singhi & Associates, the company's statutory auditors, issued a qualified conclusion highlighting several critical issues. The most significant concern relates to the company's ability to continue as a going concern, as the net worth has been fully eroded as of December 31, 2025.

Key Audit Qualifications:

• Going Concern Issues: Material uncertainty exists regarding the company's ability to continue operations
• Unrecognized Interest Expenses: Rs. 88,146 thousand for the quarter and Rs. 2,63,640 thousand for nine months on inter-corporate borrowings remain unrecognized
• Inadequate Provisions: Insufficient provision against doubtful loans and advances of Rs. 14,68,147 thousand with accrued interest of Rs. 1,81,297 thousand
• Regulatory Non-compliance: Negative Net Owned Funds (NOF) of Rs. (21,19,420.56) thousand, violating RBI requirements

Major Legal and Financial Challenges

The company faces significant legal proceedings stemming from loan defaults. An International Chamber of Commerce arbitration award dated September 29, 2025, has imposed a joint liability of Rs. 50,89,591 thousand on Williamson Financial Services and seven other respondents due to defaults on loans from InCred Financial Services Limited.

The company has challenged this award in the Delhi High Court and has not recognized any liability pending the final disposal of the case.

Settlement Agreements and Asset Disposals

Williamson Financial Services has entered into multiple settlement agreements to resolve outstanding debts. The company reached a settlement with Aditya Birla Finance Ltd for Rs. 2,50,000 thousand, which has been paid. Additionally, settlement agreements involving group companies include arrangements for Rs. 4,96,700 thousand with proceeds from Neemrana Land sales, though these transactions remain incomplete.

Regulatory and Compliance Updates

The company noted the implementation of new Labour Codes effective November 21, 2025, which may have incremental financial impacts. The management is currently evaluating these changes, with any effects to be reflected in the annual financial statements for the year ending March 31, 2026.

Despite the fully eroded net worth, the management has prepared the accounts on a going concern basis, expressing commitment to the company's revival and continuity process. However, the auditors have emphasized that this assumption lacks adequate support given the current financial position and regulatory non-compliance.