Windsor Machines Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 62nd Annual Report of Windsor Machines Limited along with Audited Financial Statements for the financial year ended March 31, 2025 ( FY 2024-25 / FY 2025 ).

1. PROMOTER - PLUTUS INVESTMENTS AND HOLDING PRIVATE LIMITED

Plutus Investments and Holding Private Limited ( Plutus ) entered into a Share Purchase Agreements with Castle Equipments Private Limited ( Castle ), erstwhile promoter of the Company on June 18, 2024 pursuant to which Plutus acquired from Castle 3,50,00,000 equity shares at 100/- per equity share.

Open Offer

Plutus made an open offer to acquire 1,68,82,268 fully paid-up equity shares at face value of 2/- per equity share at a premium of 98/- per equity share representing 26% of the fully paid-up equity share capital of the Company pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and received 2,247 equity shares tendered by eligible Members.

Pursuant to above, Plutus Investments and Holding Private Limited is designated as sole promoter of the Company with effect from September 10, 2024.

2. PERFORMANCE OF THE COMPANY:

2.1 FINANCIAL RESULTS AND PERFORMANCE:

The table below sets forth the key financial parameter of the Company s performance during the financial year:

( In Lacs)

			2023-24
FINANCIAL HIGHLIGHTS	Standalone			Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	32,759.85	33992.90	36,872.11	35,397.05
Other Income	135.42	262.79		157.30	294.70
Total Income	32,895.27	34255.69	37,029.41	35,691.75
Less: Total Expenses	30,195.52	31482.80	34,476.05	33,167.62
Earnings Before Interest, Tax and Depreciation	2,699.75	2772.89	2,553.36	2,524.13
Less: Finance Cost	514.16	725.93		803.09	1,521.79
Less: Depreciation	1,762.03	1495.15	1,795.89	1,564.00
Profit/ (Loss) before Tax (PBT) & Exceptional Items	423.56	551.81		(45.62)	(561.66)
Exceptional Items	(736.34)	-	2,036.75	-
Profit/ (Loss) before Tax (PBT)	(312.78)	551.81	1,991.13	(561.66)
Add/ (Less): Current Tax	(3,001.39)	(368.26)	(3,101.86)	(368.26)
Add/ (Less): Deferred Tax	786.98	158.54		788.18	158.54
Profit/ (Loss) after Tax (PAT)	(2,527.19)	342.09	(322.55)	(771.38)
Owners of equity	-	-		741.91	(769.71)
Non-controlling interest	-	-	(1,064.47)	(1.67)
Other Comprehensive Income / (Loss)	(51.79)	(37.08)		(50.43)	(37.08)
Exchange differences on translation of foreign operations Profit / (Loss)	-	-		397.96	97.14
Total Comprehensive Income / (Loss) for the period	(2,578.98)	305.01		24.98	(711.32)
Add: Opening Balance in Retained Earnings / Profit & Loss	27,144.88	27,489.19	24,149.04	25,605.15
Total Profit / (Loss)	24,565.90	27,794.20	24,840.52	24,798.36
a) Dividend on Equity shares paid during the year (related to previous year)	(324.66)	(649.32)	(324.66)	(649.32)
b) Dividend Distribution Tax	-	-		-	-
c) Opening Foreign currency translation reserve derecognised	-	-		195.90	-
d) Transfer from ESOP outstanding account	-	-
Balance carried to Balance Sheet	24,241.24	27,144.88	24,711.76	24,149.04

Standalone: During the year under review, the Total Revenue of your Company was 32,759.85 Lakhs as compared to

33,992.9 Lakhs in the previous year. The Profit/(Loss) after tax (PAT) attributable to shareholders for the year stood at ( 2527.19) lakhs, against 342.09 lakhs in previous year.

Consolidated: During the year under review, the Total Revenue of your Company was 36,872.11 Lakhs as compared to

35,397.05 Lakhs in the previous year. The Profit/(Loss) after tax (PAT) attributable to shareholders for the year stood at ( 322.55) lakhs, against ( 771.38) lakhs in previous year.

2.2 DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:

The Board of Director did not recommend any dividend due to loss incurred by the Company for the financial year ended March 31, 2025.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the SEBI (LODR) Regulation, 2015 ) as amended, the Company has formulated a Dividend Distribution Policy on Voluntary basis, by which details various considerations based on which the Board may recommend or declare Dividend. The Policy is available on the website of the Company at www.windsormachines.com.

2.3 TRANSFER TO RESERVES:

Since there were no profits during the year, there was no transfer of amounts to the reserves. The Board of Directors of your Company has decided not to transfer any amount to the reserve for the financial year ended March 31, 2025. As on March 31, 2025, Reserves, Surplus and premium of the Company were at 70,100.29 crores.

3. SHARE CAPITAL: Authorised Share Capital

The authorised share capital of the Company as on March 31, 2025 is 40,00,00,000/- (Rupees Forty crores only) divided into 15,00,00,000 (Fifteen crores only) Ordinary Equity Shares of

2/- each (Rupees two only) and 5,00,00,000 (Five crores only) Differential Voting Rights Shares of 2/- each (Rupees Two only).

Preferential allotment of Equity shares and Share Warrants on Private Placement basis

During FY 2025, the Company made preferential allotment of Equity shares and Share Warrants as follows:

i. Equity shares: 1,17,27,910 equity shares were allotted on January 9, 2025 with a face value of 2/- per equity share at a premium of 189.95/- per equity share.

ii. Share Warrants: 2,60,62,027 warrants were allotted on January 9, 2025 each convertible into, or exchangeable, at the option of the Investor, within a maximum period of 18 months from the date of allotment into an equivalent number of fully paid-up equity shares of the Company with a face value of 2/- each, at an exercise price of 191.85/-per Share Warrant.

iii. Equity shares on conversion of share warrants: 78,18,608 equity shares were allotted on February 21, 2025 with a face value of 2/- each equity share at a premium of

189.85/- equity share consequent to the rights of conversion attached to Share Warrants.

Utilization of funds raised through issue of Equity shares and Share warrants on preferential base:

The Company had raised total funds of 46,249.99 Lakhs approx. on allotment of equity shares and share warrants (including upon conversion of 78,18,608 warrants into equity at a price of 191.85/- each including premium of 189.95/-) through preferential issue to promoter group and non-promoter.

As on March 31, 2025, the Company has utilized an aggregate amount of 38,363.00 Lakhs. There has been no deviation in the use of proceeds from the object stated at the time of the issue.

Paid-up Share Capital

The paid-up equity share capital of the Company as on March 31, 2025 is 16,89,56,636/- (Rupee Sixteen Crores Eighty Nine Lakhs Fifty Six Thousand Six Hundred and Thirty Six) comprising of 8,44,78,318 equity shares of 2/- each fully paid up.

4. OPERATIONS:

During the year under review, your Company has sold 323 machines to achieve turnover of 324.78 crores as compared to 382 machines in the previous year with a turnover of

337.22 Crores.

The Board of Directors holds a strong belief in sustaining profitable operations in the ongoing years, notwithstanding the industrys cyclicality presenting certain challenges. Additional insights and detailed information can be found in the Management Discussions and Analysis Report, which is an integral part of this report.

5. BUSINESS OUTLOOK:

Considering the opportunities, threats, and strengths of your Company, management anticipates increasing market share through new product launches and expanding geographical coverage to additional regions. The management believes that the future prospects and growth of your Company will largely depend on the overall economic environment. Nonetheless, all necessary actions have been initiated to position us for future leadership.

6. LOANS, GUARANTEES, INVESTMENT & SECURITIES

PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE A and forms part of this Report.

9. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

10. DEPOSITORY:

The Company s equity shares are traded compulsorily in dematerialised form as per the SEBI guidelines. The Company s equity shares are available for dematerialisation with both the depositories, viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) of the Company s equity shares is INE052A01021.

In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company s equity shares on either of the Depositories.

11. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the Pollution Control Regulations in the State of Gujarat. Necessary measures are undertaken to ensure that the operations of the Company are conducted in an environmentally responsible manner. The Company remains committed to minimising its environmental impact through adherence to applicable laws, optimisation of resource usage, and adoption of sustainable practices wherever feasible.

12. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ). The Annual Listing fees for the financial year 2025-26 has been paid to BSE and NSE within the prescribed timeline.

13. ELECTRONIC VOTING:

In compliance with the provisions of Section 108 of the Companies Act, 2013 and the rules made thereunder, as well as Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provides its members with the facility to exercise their right to vote on resolutions proposed at General Meetings by electronic means.

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders for the year 2024-25, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of your Company comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparations. In terms of requirement of the SEBI Listing Regulations the Board has identified core skills, expertise and competencies of the Directors in the context of the Company s businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on March 31, 2025, the Board of Directors of your Company comprises 7 (Seven) Directors of which 2 (Two) are Non-Executive Non Independent Director, 3 (Three) are Non-Executive Independent Directors including one Woman Director and 2 (Two) are Executive Directors. Detailed composition of the Board of Directors has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board s Report.

Changes in Directorship:

Mr. Avinash Jain (DIN: 00058481), was appointed as an additional director in category of Non-executive Non-independent Director w.e.f. May 08, 2024 and resigned as an additional director w.e.f. July 05, 2024.

Mr. Mahendra Kumar Arora, Mr. Shishir Vasant Dalal, and Ms. Mahua Roy Chowdhury resigned as independent directors of the Company w.e.f. September 20, 2024.

Mr. Manoj Lalchand Lodha resigned as an independent director of the Company w.e.f. January 18, 2025.

Ms. Garima Malhotra (DIN: 10762983), Mr. Manoj Dineshchandra Antani (DIN: 05177142), Mr. Subhendu Roy (DIN: 10763149) were appointed as independent directors of the Company w.e.f. September 21, 2024 and Mr. Vinit Dharamshibhai Bediya (DIN: 07915192) and Mr. Vivek Chopra (DIN:10240558) were appointed as Non-Executive Non-Independent Directors of the Company w.e.f. September 21, 2024.

On recommendation of the Nomination Remuneration Committee and the Board of Directors, Mr. Vinay Bansod,

Whole Time Director and CEO (DIN: 09168450) has been reappointed as Whole Tome Director and CEO of the Company for a period of 3 years w.e.f. May 13, 2024.

Mr. Hitendrabhai Hasmukhbhai Patel was appointed as director (category of executive director) of the Company w.e.f. February 01, 2025 and Mr. Ravi Mamodiya was appointed as an independent director of the Company w.e.f. April 10, 2025.

Changes in Key Managerial Personnel

Mr. Rohit Dineshbhai Sojitra was appointed as Company Secretary and Compliance officer of the Company w.e.f. February 01, 2025 in place of Mr. Nikhil Vadera who resigned as Company Secretary and Compliance officer w.e.f. January 22, 2025.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with rules made thereunder and the Articles of Association of the Company, Mr. Vivek Chopra (DIN: 10240558), Non-Executive, Non- Independent Director of the Company, retires by the rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. Details of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS-2 (Secretarial Standard on General Meetings) are provided at the end of notice convening the 62nd Annual General Meeting.

The Directors and Key Managerial Personnel of the Company as on date of this report are as under:

Sr. No. Name	Designation	Date of Appointment
1 Mr. Vinay Girdhar Bansod	Whole Time Director and CEO	13-05-2021
2 Mr. Hitendrabhai Hasmukhbhai Patel	Executive Director	01-02-2025
3 Mr. Vinit Dharamshibhai Bediya	Non-Executive Non Independent Director	21-09-2024
4 Mr. Vivek Chopra	Non-Executive Non Independent Director	21-09-2024
5 Mr. Subhendu Roy	Non-Executive - Independent Director	21-09-2024
6 Ms. Garima Malhotra	Non-Executive - Independent Director	21-09-2024
7 Mr. Manoj Dineshchandra Antani	Non-Executive - Independent Director	21-09-2024
8 Mr. Ravi Mamodiya	Non-Executive - Independent Director	10-04-2025
9 Mr. Anand Suklal Jain	Chief Financial Officer	11-11-2020
10 Mr. Rohit Dineshbhai Sojitra	Company Secretary	01-02-2025

15. AUDITORS:

A. STATUTORY AUDITORS:

Pursuant to the section 139 of the Companies Act, 2013, the Members of the Company had appointed M/s JBTM & Associates LLP, Chartered Accountant (FRN: W100365) as Statutory Auditors of the Company to hold the office for a period of 5 (Five) the years from the conclusion of 57th Annual General Meeting till the conclusion of 62nd Annual General Meeting of the Company to be held in 2025.

Hence, the existing auditors will complete a tenure of five years as Statutory Auditors of the Company on the conclusion of the upcoming 62nd AGM of the Company.

The Auditors Reports for the financial year ended March 31, 2025 on the financial statements (Standalone and consolidated) of the Company is a part of Annual Report.

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions if any, the Board of Directors of the Company at its Meeting held on May 26, 2025, on the recommendation of the Audit Committee, have made its recommendation to the Members for appointment of M/s. S K Patodia & Associates LLP, Chartered Accountants (ICAI Firm Registration No.

112723W/W100962) who have given a written consent to act as Statutory Auditors of your Company and have also confirmed that the said appointment would be in conformity with the provisions of sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as Statutory Auditor of the Company and to hold office for first term of Five (5) consecutive years from the conclusion of this 62nd Annual General Meeting (AGM) until the conclusion of the 67th AGM to be held in the year 2030 to audit the financial statement from FY 2025-26 to FY 2029-30 at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by Board of Directors of the Company.

B. COST AUDITORS:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained during the year.

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for the financial year 2024-25. The shareholders, at the 61st Annual General Meeting held on September 20, 2024, have ratified and approved 90,000 (Rupees Ninety Thousands Only) plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditing the cost accounting records of the Company for the year ended March 31, 2025. After closure of the year, considering the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants as the Cost Auditor, to audit the cost accounts/records of your Company for the financial year 2025-26 with remuneration of 90,000 (Rupees Ninety Thousand only) plus applicable Service Tax and reimbursement of out of pocket expenses at actual, which is subject to ratify/approval by members at the ensuing Annual General Meeting. As specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, the Company has maintained cost accounts and records.

C. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013 read with Rules framed there under and based on recommendation of the Audit Committee, the Board of Directors has appointed M/s. Singhi & Co (Firm Registration No. 302049E) as the Internal Auditors of your Company for the financial year 2024-25.

Report and progress of internal Auditors have been reviewed and noted by the Audit Committee during the year.

As per section 138 of the Companies Act, 2013 read with Rules framed there under and based on recommendation of the Audit Committee, the Board of Director in their meeting held on May 26, 2025 has appointed M/s. Moore Singhi Advisors LLP as Internal Auditors for the financial year 2025-26.

D. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries (Proprietor FCS: 1821 COP: 2052), as secretarial auditor of the Company for the financial year 2024-25. The Secretarial Audit Report issued by M/s Kashyap R. Mehta & Associates, Secretarial Auditors of your Company for the financial year 2024-25, is annexed with this Report as ANNEXURE-B. the remarks / qualifications in the secretarial auditor s report are self-explanatory.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the requirement of Regulation 24A of the SEBI (LODR), Regulation, 2015, and subject to approval of shareholders in ensuing AGM, the Board of Directors has appointed M/s. Kashyap R. Mehta & Associates, (Proprietor FCS: 1821 COP: 2052), a proprietor firm of Company Secretaries in practice to undertake the Secretarial Audit for a period of five (5) consecutive financial year from FY 2025-26 to 2029-30.

The Secretarial Auditor has confirmed that he is not disqualified to act as Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company.

16. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

17. SUBSIDIARY COMPANIES:

A list of subsidiaries/Associates/joint venture of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, your Company formed/acquired following subsidiaries:

Global CNC Private limited Wholly Owned Subsidiary During the year under review, the following entities ceased to be subsidiary or loss of its control of/by your company: RCube Energy Storage Systems Private Limited Subsidiary Wintal Machines SRL, Italy Subsidiary Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 is annexed as ANNEXURE-C, which forms part of this Integrated Annual Report.

The Standalone and Consolidated financial statement of the Company and its subsidiaries for the financial year 2024-25 will be available on website of the Company at www.windsormachines.com and member can also avail by email request to the Secretarial Department (email id is cs@windsormachines.com ) of your company.

18. THE BOARD AND COMMITTEES:

During the year under review, the Board met 10 (ten) times as detailed in the Corporate Governance Report. The intervening gap between the meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report, which forms part of this Annual Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the year under review.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF):

Transfer of unclaimed/unpaid amount to the Investor Education and Protection Fund has been covered in the Corporate Governance Report forming part of the Annual Report.

20. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company introduced the Employees Stock Option Scheme ( Windsor Stock Options Plan 2016 ) in accordance with Securities and Exchange Board of India (Share Based Employment Benefits) Regulations, 2014. The scheme was approved by the members of the Company at their general meeting held on September 29, 2016. The scheme is announced for all eligible employees (as defined under the plan) who are in the permanent employment of the Company (including the managing / whole- time / executive director (s). Total grant approved by the Company is 30,00,000 options which are earmarked and to be granted under the scheme over a period.

Under the scheme 15,00,000 ESOPs were granted on August 13, 2018. Out of which 7,50,000 ESOPs granted at discount of 25% at 62/- got lapsed on August 12, 2020 and balance 7,50,000 Options at discount of 10% at 74.34/- got lapsed on August 11, 2021. None of employee has exercised any of the option and therefore no money realized.

The Windsor Machines Limited- Employees Stock Options Plan 2022 (WML ESOP Policy 2022) has been set up by the Company, which was approved by the shareholders at the Annual General Meeting held on September 30, 2022. The Company has received in-principle approval for the issuance of 50,00,000 Equity shares of 2/- each under this plan. The Compensation Committee, based on the eligibility criteria, will have the sole discretion to decide which employees will receive Employee Stock Options in a particular grant, which is still pending as of today.

21. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has framed Nomination, Remuneration and Evaluation policy pursuant to Section 178(4) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (LODR) Regulations, 2015 with an aim to provide a framework and set standards to nominate, remunerate and evaluate the Directors, Key Managerial Personnel and officials comprising the senior management and achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

This policy is available in the Investors section, under the Policies tab, on the website of the Company and can be accessed at www.windsormachines.com

22. REMUNERATION RATIO OF THE DIRECTOR / KEY MANAGERIAL PERSONNEL:

Details pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - D.

23. RELATED PARTY TRANSACTION:

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review and to the Board for approval. There were no material transaction of the Company with any of its related parties, hence the disclosure under section 134(3)(h) of the Act in AOC-2 is not applicable.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Companys Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on Related Party

Transactions, as formulated by the Board is available on the Companys website i.e. www.windsormachines.com

24. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, in Form No. MGT-7, as they stood on the close of the financial year i.e. March 31, 2025 of the Company is available on the website of the Company at www.windsormachines.com.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND COMMITTEE:

Windsor Machines Limited believes that good financial results are not an end in itself to assess the success of any business; rather it is a means to achieving higher socio-economic goals.

In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed there under, the Board of Directors of your Company have constituted a CSR Committee. As on date of this report, the Committee comprises of namely, Mr. Manoj Dineshchandra Antani, Mr. Subhendu Roy, Ms. Garima Malhotra and Mr. Vinit Dharamshibhai Bediya.

The CSR Committee of the Board has formulated CSR Policy which is approved by the Board of Directors and uploaded on its website at www.windsormachines.com. The Company has contributed its CSR fund in line with the schedule VII of the Companies Act, 2013, to (i) Shivam Education Trust for expansion of infrastructure facilities at Shree Satya Sai School of Nursing for women empowerment and making the youth self-reliant at Navsari Districtand (ii) Vivekananda Kendra Anandalay

Supporting value-based education for underprivileged children through structured academic and extracurricular activities across multiple states. As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on CSR Activities has been attached herewith as Annexure E.

26. CORPORATE GOVERNANCE REPORT:

The Company has put in place corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required the Auditor s certificate, regarding compliance of the conditions of corporate governance, as stipulated.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis form part of this Annual Report.

28. COMMITTEES OF THE BOARD:

The Company has constituted the various committees as stipulated under the Companies Act, 2013 and SEBI Listing Regulations. As on March 31, 2025, the Board has the following committees:

Audit Committee

Nomination Remuneration Committee

Stakeholder Relationship Committee

Corporate Social Responsibility Committee

Details of all the committees of the Board are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

29. BOARD EVALUATION:

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive Directors and executive Directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

30. TRAINING / FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with your Companys procedures and practices. Periodic presentations are made at the Board/Committees meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management. Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company at www.windsormachines.com.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower policy as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company s Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link https://windsormachines.com/investors/

32. PREVENTION OF INSIDER TRADING:

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities.

33. RISKS MANAGEMENT:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the / Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of . people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

34. CODE OF CONDUCT FOR DIRECTORS/MANAGEMENT PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. A copy of the Code of Conduct has been uploaded on your company s website www.windsormachines.com. The Code has been circulated to Directors and Senior Management Personnel and its compliance has been affirmed by them regularly on annual basis.

35. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The

. Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

36. DECLARATION OF INDEPENDENT DIRECTORS:

All Independent Directors have furnished respective declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors has also confirmed that they have complied with the Company s Code of Business Conduct and Ethics.

The Board is of the opinion that the Independent Directors of the Company possess requisite skills, qualifications, experience, knowledge and fulfil the conditions of independence as specified in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee, if any, for attending meetings of Board of Directors and its Committees.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the

Regulators or Courts or Tribunals impacting the going concern status and operations of your Company, in future.

38. FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

39. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business during the year under review.

40. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this report.

41. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has in place Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee to consider and resolve the complaints related to sexual harassment.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

42. DISCLOSURE OF COMPLIANCES ON SECRETARIAL STANDARDS:

The Company has duly complied with applicable provision of the Secretarial Standard-1 and Secretarial Standard-2 issued by Institute of Company Secretaries of India(ICSI) and approved by Central Government under section 118(10) of the Companies Act, 2013.

43. INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices and establishments.

44. GREEN INITIATIVES:

The copy of the Annual Report with the Notice of AGM are being sent to all members whose email addresses are registered with the Company/Depository Participant(s). For Members who have not registered their email addresses, are requested to contact Company s Registrar and Share Transfer Agent, MUFG In time India Private Limited or the Company Secretary of the Company for obtaining the copy of Annual Report via Email.

45. OTHER DISCLOSURES:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status at the end of the financial year is not applicable; and the requirement to disclose the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

46. ACKNOWLEDGEMENT:

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing Windsor Machines Limited. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, Auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

	For and on behalf of the Board of Directors of
	Windsor Machines Limited
Place: Gandhinagar	Vinay Bansod	Hitendrabhai Patel
Date: August 06, 2025	Wholetime Director & CEO	Director
	DIN: 09168450	DIN: 09176579