Williamson Financial Services Ltd

AGM resolutions and outcomes

• Audited financial statements for year ended 31 March 2026 approved and adopted.
• Re-appointment of Director Jacqueline Audrey Monnier (retiring by rotation) approved.
• Special resolution to invest, loan, guarantee or security beyond Section 186 limits approved.
• Special resolution to authorize loans, investments, guarantee or security under Section 185 approved.
• All resolutions passed with requisite majority and deemed passed on the AGM date.
• Scrutinizer appointed for e-voting: Atul Kumar Labh (Practising Company Secretary).
• Consolidated e-voting results to be announced within two working days.

AGM outcomes

• 53rd AGM held 25 Sep 2026 via VC; audited standalone financial statements adopted.
• Reappointment of Jacqueline Audrey Monnier as director (retiring by rotation) approved.
• Approval to make investments, loans, guarantees and security beyond Section 186 limits approved.
• Approval of loans, investments, guarantees or security under Section 185 of Companies Act 2013 approved.
• All resolutions passed with requisite majority.

Williamson Financial Services Limited — Trading Window will remain closed from Thursday, October 1, 2026 till 48 hours after the declaration of Unaudited Financial Results of the Company for the quarter and half year ending September 30, 2026.

Financial performance

• Revenue from operations stood at 0.54 Lakhs for FY2025-26.
• Total income was 1497.77 Lakhs; largely driven by other income.
• Total expenses rose to 1939.58 Lakhs from 538.25 Lakhs.
• Profit before tax: loss of 441.81 Lakhs; tax 0.15 Lakhs.
• Profit after tax: loss of 441.96 Lakhs; OCI negative 28.36 Lakhs.
• Total comprehensive income: loss of 470.32 Lakhs.

Debt, liquidity and capital structure

• Total borrowings (excl. debt securities): 44,01,296 Rs thousand.
• Cash and cash equivalents: 1,186 Rs thousand.
• Net worth negative; balance sheet shows material erosion.
• CRAR stands at -244.46% as per RBI norms.
• No dividend declared; no fund-raising in FY2025-26.

Dividend and capital allocation

• Dividend declared: none; no transfer to reserves due to losses.
• Issued share capital: 83,59,136 shares; Rs 83.59 crore.
• Promoter group holds 61.16% collectively.

Governance and board changes

• Jacqueline Audrey Monnier appointed Non-Executive & Non-Independent Director on 27 May 2025.
• Natalle Ann Mookerji ceased as director on 30 May 2025.
• Aditya Khaitan ceased as Director w.e.f 15 Jun 2026.
• Board comprises four directors; committees: Audit, Nomination & Remuneration, Stakeholders' Relationship.
• Company Secretary: Anushree Biswas Dutt; Secretarial Auditor: Vidhya Bald & Co.

Audit, regulatory flags

• Auditor's report includes qualified opinions; going concern concerns.
• Non-recognition of interest expense on inter-corporate borrowings; provisioning issues flagged.
• Arbitration: ICC award with InCred; joint liability; case in Delhi High Court under Section 34.
• RBI license cancellation: Notice dated 24 Jun 2026; restoration under process.
• Secretarial audit notes compliance with SEBI-LODR and governance standards.

Related party and CSR

• Related party balances include payable to Williamson Magor & Co Ltd: 1,62,084 thousand.
• Loan to related party: Williamson Magor & Co Ltd 3,600 thousand; interest 49 thousand.
• CSR: No expenditure during the year; CSR policy aligned with RBI and group practices.

AGM notice and shareholder communications

• Letters issued to shareholders with unregistered email addresses, providing Annual Report access link.
• 53rd AGM scheduled for 25 September 2026 at 1:00 PM IST via VC/OAVM.
• Electronic copies of AGM Notice and Annual Report 2025-26 are being sent to registered emails.
• Non-registered-email shareholders will access Notice and Annual Report via the company's website link.
• Shareholders must update KYC details with DP/RTA, including email registration.
• RTA contact: Maheshwari Datamatics Pvt. Ltd. for queries.
• Notice and Annual Report available on company website and stock exchanges.

Overview & Regulatory Context

• RBI canceled Certificate of Registration; license restoration sought via appeal.
• NBFC status; annual report notes going concern risk.
• RBI demanded license restoration; company active with lenders.

Financial Performance

• Revenue from operations 0.54 (units) FY2025-26.
• Total income 1407.77; expenses 1038.58; net loss 441.80.
• EPS basic -5.29; net worth negative.
• Cash flows from operations 7,662; year-end cash 1,188.
• No dividend declared.

Capital & Liquidity

• Total borrowings: 44,01,296 Rs thousands.
• Total assets: 1,414,214 Rs thousands.
• CRAR negative; -101.32% as at 31 Mar 2025.
• RBI license cancellation notice; restoration sought.

Audit, Governance & Controls

• Auditors issued a qualified opinion due to going concern and interest recognition issues.
• Internal controls show material weaknesses; promoter exposures noted.
• Independent directors: Monnier appointed May 27, 2025; Mookerji resigned May 30, 2025.
• Board committees include Audit, Nomination & Remuneration, Stakeholders Relationship.

Developments & Restructuring

• RBI license cancellation notice in 2026; appeal under progress.
• Group-level resolution plan and debt restructuring under consideration.
• ABFL settlement; Neemrana land sale proceeds used to settle dues.
• Lenders' settlements and revival efforts ongoing.

Shareholding & Capital Structure

• Issued share capital unchanged at Rs 83.59 million; 83,59,136 shares.
• Promoters major holders: Williamson Magor & Co Ltd, McLeod Russell India Ltd, Bishnauth Investments Ltd.
• Postal ballots: Monnier appointment; Mundhra remuneration approved.
• Demat suspense account maintained; top holders by category disclosed.

Risks & Outlook

• Negative net worth; going concern risk acknowledged.
• Reliance on lenders for restructuring; potential delays.
• NBFC regulatory and market risk impacting outlook.

Related Party Transactions

• Related party loans to promoter group: Rs 3,600 thousand; interest Rs 48 thousand.
• Intercompany deposits and balances with group entities disclosed.

AGM Details

• 53rd AGM scheduled for 25 September 2026 at 1:00 PM IST via VC/OAVM.
• Notice available on the company website.