William Magor & Company Limited — Proxy Solicitation & Information Statement 2026

Mar 11, 2026

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		11thMarch 2026
The Secretary	The Secretary	The Secretary
BSE Limited	National Stock Exchange of India Ltd,	The Calcutta Stock
PJ. Towers,	Listing dept. Exchange Plaza,	Exchange Limited
25thFloor, Dalal Street,	5thFl. Plot No. C/1,	7, Lyons Range
MUMBAI-400001	G- Block, Bandra-Kurla Complex,	KOLKATA-700001
Scrip Code: 519224	Bandra (E) MUMBAI-400051	Scrip Code: 33013
	Scrip Code: WILLAMAGOR

Dear Sirs,

Sub: Postal Ballot Notice of Williamson Magor & Co. Limited

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) we enclose herewith a copy of the Postal Ballot Notice dated 12[th] February 2026 along with Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Postal Ballot Notice” / “Notice”) seeking approval of the Members the Company for transacting the following Special Business:

1. Appointment of Mr Dillip Kumar Parida (DIN: 11181828) as a Director of the Company;

2. Appointment of Mr Javed Hossain (DIN: 11061836) as a Director of the Company;

by way of Postal Ballot through remote e-voting. The Postal Ballot Notice is also available on the website of the Company www.wmtea.com

In accordance the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s), amendment(s) or reenactment(s) thereof for the time being in force), Secretarial Standard on General Meetings (SS 2) and General Circulars No. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 3/2022 dated 5th May, 2022, 10/2022, 11/2022 dated 28[th] December 2022, No. 09/2023 dated 25th September 2023, No. 09/2024 dated 19th September 2024 and No. 03/2025 dated 22nd September 2025 (collectively the ‘MCA Circulars’), the Notice of the Postal Ballot is being sent to those Members whose e-mail address are registered with the Depository Participants(National Securities Depository Limited/ Central Depository Services (India) Limited), Maheshwari Datamatics Pvt. Ltd., Registrar and Share Transfer Agent of the Company as on Friday, 6[th] March, 2026 (‘Cut-Off Date’).

SK JAVED Digitally signed by SK JAVED AKHTAR AKHTAR Date: 2026.03.11 11:28:31 +05'30'

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The hard copy of Notice of Postal Ballot along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through remote e- voting system only.

The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) for the purpose of providing remote e-voting facility to its Members. The E-voting period commences at 9:00 AM IST on Thursday, 12[th] March, 2026 and ends at 5:00 PM IST on Friday, 10[th] April, 2026 . The remote e-voting facility will be disabled by NSDL immediately thereafter. The voting rights of the Members shall be in proportion to their share of the paidup equity share capital of the Company as on the Cut-Off Date i.e. Friday, 6[th] March, 2026 . The instructions for e-voting are provided in the Postal Ballot Notice.

The results of the voting conducted through Postal Ballot (through the remote e-Voting process) along with the Scrutinizer’s Report will be announced on or before Tuesday, 14[th] April, 2026 . The results along with the scrutinizers report will be available on the website of the Company at www.wmtea.com, the website of National Securities Depository Limited (NSDL) at www.evoting.nsdl.com and also shall be communicated to BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited, where the Company’s Equity Shares are listed and be made available on their respective websites viz. www.bseindia.com , www.nseindia.com and www.cse-india.com

This is for your information as well as for the information of the Members of the Company.

Thanking You,

Yours faithfully,

Williamson Magor & Co. Limited

Digitally signed by SK JAVED SK JAVED AKHTAR AKHTAR Date: 2026.03.11 11:29:40 +05'30'

Sk Javed Akhtar Company Secretary

Encl: As above

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WILLIAMSON MAGOR & CO. LIMITED

CIN No: L01132WB1949PLC017715 Registered Office: Four Mangoe Lane, Surendra Mohan Ghosh Sarani, Kolkata - 700001 Phone: 033-2210-1221, 2248-9434/9435, Fax: 91-33-2248-8114, 2248-6265 E-mail: administrator@williamsonmagor.in Website: www.wmtea.com

NOTICE OF POSTAL BALLOT

(ONLY THROUGH E-VOTING)

[Notice pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given to the Members of Williamson Magor & Co. Limited ('the Company') that pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s), amendment(s) or reenactment(s) thereof for the time being in force), Secretarial Standard on General Meetings (SS 2) and General Circulars No. 14/2020 dated 8 April 2020, No. 17/2020 dated 13 April 2020, No. 22/2020 dated 15 June 2020, No. 33/2020 dated 28 September 2020 No.39/2020 dated 31 December 2020, 10/2021 dated 23 June 2021, No. 20/2021 dated 08 December 2021, No. 3/2022 dated 5th May, 2022, No. 10/2022, 11/2022 dated 28[th] December 2022, No. 09/2023 dated 25th September 2023, No. 09/2024 dated 19th September 2024 and No. 03/2025 dated 22[nd] September 2025 read with other relevant circulars, if any, issued by the Ministry of Corporate Affairs, Government of India (MCA Circulars) and Regulation 44 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable law, if any, to transact the Special Business as set out hereunder by way of postal ballot only by voting through electronic means (remote e- voting system).

Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolution setting out the material facts and the reasons/rationale thereof is annexed to this Postal Ballot Notice (‘ Notice ’) for your consideration and forms part of this Notice.

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice only in electronic form, to those Members whose e-mail addresses are registered with the Company/Depositories/ Registrar and Transfer Agent (‘RTA’). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-voting system. The detailed procedure for remote e-voting forms part of the ‘Notes’ section to this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) for the purpose of providing remote e-voting facility to its Members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.wmtea.com

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5.00 p.m. (IST) on Friday, 10[th] April, 2026. The remote e-voting facility will be disabled by NSDL immediately thereafter.

Special Business

Item No. 1: Appointment of Mr Dillip Kumar Parida (DIN: 11181828) as a Director of the Company

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 and the Rules related thereto (including any statutory modification(s) or re-enactment thereof), Mr Dillip Kumar Parida (DIN: 11181828) who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 28[th] January, 2026 and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, things as may be necessary, proper and expedient to give effect to this resolution.”

Item No. 2: Appointment of Mr Javed Hossain (DIN: 11061836) as a Director of the Company

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 and the Rules related thereto (including any statutory modification(s) or re-enactment thereof), Mr Javed Hossain (DIN: 11061836) who was appointed as an Additional Director of the Company by the Board of Directors w.e.f. 28[th] January, 2026 and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, things as may be necessary, proper and expedient to give effect to this resolution.”

By order of the Board For Williamson Magor & Co. Ltd.

Place: Kolkata Dated: 12.02.2026

Sd/Sk Javed Akhtar Company Secretary

M. No. : A24637

Registered Office: Four Mangoe Lane Surendra Mohan Ghosh Sarani Kolkata – 700001

Notes:

• (1) The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (“the Act”) stating all material facts and the reasons for the proposals set out in Resolutions at Item Nos. 1 and 2 is annexed herewith .

• (2) The Postal Ballot Notice is being sent by electronic means to the Shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as on Friday, March 06, 2026 (“Cut-off Date”) as received from the Depositories.

• (3) In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories.

• (4) Members may please note that the Postal Ballot Notice will also be available on the Company’s website at: www.wmtea.com, websites of the Stock Exchanges i.e. BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited at: www.bseindia.com, www.nseindia.com and www.cse-india.com and on the website of Maheshwari Datamatics Private Ltd. (“Registrar and Transfer Agents”) at: http://www.mdpl.in .

• (5) Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s Registrar and Share Transfer Agents, Maheshwari Datamatics Private Ltd., 23, R N Mukherjee Road, 5th Floor, Kolkata - 700 001; Tel. No.: 033 22435029 / 22482248; Fax No.: 033 22484787; E-Mail: mdpldc@yahoo.com.

• (6) Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.

• (7) Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

• (8) The voting rights are one vote per Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of the Shares registered in the name of the Shareholders as on Friday, March 06, 2026 . A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

• (9) In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by National Securities Depository Limited (NSDL). The instructions for e-voting are provided as part of this Postal Ballot Notice.

• (10) Shareholders desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section “General Information and Instructions relating to E-voting” in this Postal Ballot Notice.

• (11) E-voting period commences at 9:00 AM IST on Thursday, March 12, 2026 and ends at 5:00 PM IST on Friday, April 10, 2026 . Shareholders are requested to cast their vote through the e-voting process during the e-voting period but not later than 5:00 PM IST on Friday, April 10, 2026 to be eligible for being considered, failing which it will be strictly considered that no vote has been cast by the shareholder.

• (12) The Board of Directors of the Company have appointed Ms. Vidhya Baid, Practising Company Secretary (Membership No. FCS 8882), as the Scrutinizer, for conducting the Postal Ballot voting process including e-voting in a fair and transparent manner.

• (13) The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of voting by postal ballot through the e-voting process will be announced by the Chairman or any such person authorized by him on or before Tuesday, April 14, 2026 . The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Friday, April 10, 2026 i.e. the last date specified for receipt of votes through the e-voting process.

• (14) The declared results along with the Scrutiniser Report shall be displayed on the website of the Company (www.wmtea.com), and on the website of NSDL www.evoting.nsdl.com, and the same shall be communicated to the Registrar and Share Transfer Agent. the Stock Exchanges i.e. BSE Limited, National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited at: www.bseindia.com, www.nseindia.com and www.cse-india.com, where the equity shares of the Company are listed. The results shall be displayed on the notice board at the registered office of the Company.

• (15) All the material documents referred to in the explanatory statement will be available for inspection electronically from Thursday, March 12, 2026 to Friday, April 10, 2026 basis the request being sent on javed.akhtar@williamsonmagor.in

- - General Information and Instructions relating to remote e voting is provided below:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website
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Login method for Individual shareholders holding securities in demat mode is given below:	Login method for Individual shareholders holding securities in demat mode is given below:	Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders	1. ExistingIDeASuser can visit the e-Services website
holding securities in demat mode with NSDL.	2. 3.	of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e- Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRe g.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, holding securities in demat can login through their existing user id and password. mode with CDSL Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly.

	3. 4.	If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e- Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12 then your user
ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to
retrieve the ‘initial password’ which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
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• (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

• 1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
• 1. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

• a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to r.vidhya9@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e- voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to administrator@williamsonmagor.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to administrator@williamsonmagor.in. If you are an Individual shareholders holding securities in demat mode, you are requested -

to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing the details mentioned in Point (1) or (2) as the case may be.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Appointment of Mr Dillip Kumar Parida (DIN: 11181828) as a Director of the Company

Based on the recommendation of Nomination and Remuneration Committee vide resolution passed by Circulation on 27[th] January, 2026, the Board of Directors of the Company had approved the appointment of Mr Dillip Kumar Parida (DIN: 11181828) as an Additional Director of the Company w.e.f. 28[th] January, 2026 in accordance with the provision of section 161(1) of the Companies Act, 2013 (‘the Act’) and the Articles of Association of the Company subject to approval of Members of the Company. Mr Dilip Kumar Parida will be liable to retire by rotation.

In terms of the Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the members of the Company is being sought for the appointment of Mr Dillip Kumar Parida.

The Board is of the view that Mr Dilip Kumar Parida possesses the requisite Knowledge, experience and skill for the position of Director in terms of Section 164 of the Act and has given his consent to act as Director of the Company. He shall be entitled for remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, in accordance with the provisions of the Act.

The Company has also received a Notice under Section 160 of the Act from a Shareholder proposing the candidature of Mr Dilip Kumar Parida for the office of a Director of the Company. Additional information in respect of Mr Dilip Kumar Parida, pursuant to Regulation 36 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), is given at Annexure A to this Notice.

None of the Directors, Key Managerial Personnel and relatives of such persons except Mr Dilip Kumar Parida, to whom the resolution relates, is, in any way, concerned or interested, financial or otherwise, in the resolution.

The Board recommends the Ordinary Resolution as set out in Item No. 1 for approval of the Members.

Item No. 2

Appointment of Mr Javed Hossain (DIN: 11061836) as a Director of the Company

Based on the recommendation of Nomination and Remuneration Committee vide resolution passed by Circulation on 27[th] January, 2026, the Board of Directors of the Company had approved the appointment of Mr Javed Hossain (DIN: 11061836) as an Additional Director of the Company w.e.f. 28[th] January, 2026 in accordance with the provision of section 161(1) of the Companies Act, 2013 (‘the Act’) and the Articles of Association of the Company subject to approval of Members of the Company. Mr Javed Hossain will be liable to retire by rotation.

In terms of the Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the members of the Company is being sought for the appointment of Mr Javed Hossain.

The Board is of the view that Mr Javed Hossain possesses the requisite Knowledge, experience and skill for the position of Director in terms of Section 164 of the Act and has given his consent to act as Director of the Company. He shall be entitled for remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other purpose as may be decided by the Board, in accordance with the provisions of the Act.

The Company has also received a Notice under Section 160 of the Act from a Shareholder proposing the candidature of Mr Javed Hossain for the office of a Director of the Company. Additional information in respect of Mr Javed Hossain, pursuant to Regulation 36 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), is given at Annexure A to this Notice.

None of the Directors, Key Managerial Personnel and relatives of such persons except Mr Javed Hossain, to whom the resolution relates, is, in any way, concerned or interested, financial or otherwise, in the resolution.

The Board recommends the Ordinary Resolution as set out in Item No. 2 for approval of the Members.

By order of the Board For Williamson Magor & Co. Ltd. Sd/Place: Kolkata Sk Javed Akhtar Dated: 12.02.2026 Company Secretary M. No. : A24637

Registered Office: Four Mangoe Lane Surendra Mohan Ghosh Sarani Kolkata – 700001

ANNEXURE -A

Information of Directors relating to appointment for item nos. 1 and 2 of the Notice.

[In pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards]

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Name : Mr. Dillip Kumar Parida (DIN: 11181828)
Date of Birth : 3 [rd] June, 1975
Age : 50 years
Qualification : Mr. Dilip Kumar Parida has passed Higher
Secondary Commerce.
Expertise : Mr. Dilip Kumar Parida has more than twenty
years’ experience in Accounts Department and
Taxation Department and worked in reputed
organisation viz. DGM Vigilance & Maintenance
Services Pvt. Ltd., Jaguar Securities etc.
.
Date of first appointment on the Board : 28 [th] January, 2026
Number of Board Meetings attended: : Nil
Relationship with other Directors /KMP : Mr. Dilip Kumar Parida is not related to any
of the Company Director or KMP in terms of the definition of
‘relative’ given in the Companies Act, 2013
List of Other Companies in which : Babcock Borsig Limited
Directorship held
Committee Memberships, if any, with Nil
position.
Resignation from the directorship of the Nil
listed companies in the past three
years
Shareholding in the Company : Nil
Remuneration : Entitled for only sitting fee
Name : Javed Hossain (DIN: 11061836)
Date of Birth : 19 [th] December, 1972
Age : 53 years
Qualification : Mr Javed Hossain has passed Higher
Secondary Commerce.
Expertise : He has more than twenty five years’ experience
in Accounts Department and Administration
Department and worked in reputed organisation
viz. Seajuli Developers & Finance Ltd., DGM
Vigilance & Maintenance Services Pvt. Ltd. etc.
.
Date of first appointment on the Board : 28 [th] January, 2026
Number of Board Meetings attended: : Nil
Relationship with other Directors /KMP : Mr Javed Hossain is not related to any Director
of the Company or KMP in terms of the definition of ‘relative’
given in the Companies Act, 2013
List of Other Companies in which : Babcock Borsig Limited
Directorship held
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Committee Memberships, if any, with Nil
position.
Resignation from the directorship of the Nil
listed companies in the past three
years
Shareholding in the Company : Nil
Remuneration : Entitled for only sitting fee
----- End of picture text -----*

*Committees considered for the purpose are those prescribed in Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, viz. Audit Committee and Stakeholders’ Relationship Committee.