Windsor Machines Ltd Directors Report

2025-26

Dear Members,

Your Directors are pleased to present the 63rd Annual Report ofWindsor Machines Limited, along with Audited Financial Statements for the financial year ended March 31, 2026 (“FY 2025-26/FY 2026”).

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 dune 18, 2024 pursuant to which Plutus acquired from Castle 3,50,00,000 equity shares at Rs.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 Rs. 2/- per equity share at a premium of Rs. 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 equityshares tendered by eligible Members.

Pursuant to above, Plutus Investments and Holding Private Limited is designated as sole promoter of the Company with effectfrom Septemberl0,2024.

2. STATE OF AFFAIRS AND PERFORMANCE OFTHE COMPANY:

2.1 FINANCIAL RESULTS AND PERFORMANCE:

The table below sets forth the key financial parameter of the Companys performance during the financial year: (Rs.^ln Lakhs)

FINANCIAL HIGHLIGHTS	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	56,651.86	36,557.76	57049.57	36,872.11
Other Income	374.17	135.24	381.92	157.30
Total Income	57,026.03	36,693.00	57431.49	37,029.41
Less:Total Expenses	53,668.56	33,419.06	53905.61	34,476.02
Earnings Before lnterest,Taxand Depreciation	3,357.47	3,273.94	3525.89	2,553.36
Less: Finance Cost	509.79	514.78	510.08	803.09
Less: Depreciation	2,082.52	1,767.17	2103.16	1,795.89
Profit/ (Loss) before Tax (PBT) & Exceptional Items	765.15	991.99	912.65	(45.62)
Exceptional Items	(895.93)	(736.34)	(430.72)	2,036.75
Profit/ (Loss) before Tax (PBT)	(130.77)	255.65	481.93	1,991.16
Add/ (Less): CurrentTax	206.89	3,101.87	319.31	3101.86
Add/ (Less): Deferred Tax	105.69	(788.18)	98.39	(788.18)
Profit/ (Loss) after Tax (PAT)	(443.35)	(2058.04)	64.23	(322.52)
Owners of equity	-	-	-	-
Non-controlling interest	-	-	-	-
Other Comprehensive Income / (Loss)	(71.16)	(50.43)	(71.13)	(50.43)
Exchange differences on translation offoreign operations Profit/(Loss)	-	-	-	397.96
Total Comprehensive Income / (Loss) for the period	(514.51)	(2,108.47)	6.89	25.01
Add: Opening Balance in Retained Earnings / Profit & Loss	24,711.77	27144.88	24,711.76	24,149.03
Total Profit / (Loss)	24,197.26	25,036.41	24,704.87	24,840.52
a) Dividend on Equityshares paid during theyear (related to previousyear)	-	(324.64)	-	(324.66)
b) Dividend DistributionTax	-	-	-	-
c) Opening Foreign currencytranslation reserve derecognised	-	-	-	195.90
Transfer from ESOP outstanding account	0.00	0.00	-	-
Balance carried to Balance Sheet	24,197.26	24,711.77	24,704.87	24,711.76

Standalone: During the year under review, the Total Revenue of your Company was Rs.56,651.86 Lakhs as compared to R36,557.76 Lakhs in the previous year. The profit/(Loss) aftertax (PAT) attributable to shareholders for the year stood at (R443.36) lakhs, against 2,058.04) lakhs in previousyear.

Consolidated: During the year under review, the Total Revenue of your Company was Rs.57,049.57 Lakhs as compared toR36,872.11 Lakhs in the previousyear.The profit/(Loss) after tax (PAT) attributable to shareholders for the year stood atRs. 64.23 lakhs, against (Rs.322.52) lakhs in previousyear.

2.2 DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:

The Board of Director did not recommend any dividend due to loss incurred on standalone basis by the Company for the financial year ended March 31,2026.

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 on standalone basis 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, 2026. As on March 31, 2026, Reserves, Surplus and premium of the Company were at Rs. 47,052.22 Lakhs.

3. SHARE CAPITAL:

Authorised Share Capital

The authorised share capital of the Company as on March 31, 2026 is Rs. 40,10,00,000/- (Rupees Forty Crores Ten Lakhs only) divided into 15,05,00,000 (Fifteen Crores Five Lakh only) Ordinary Equity Shares of Rs. 2/- each (Rupees two only) and 5,00,00,000 (Five crores only) Differential Voting Rights Shares ofRs.2/- each (RupeesTwo only).

Preferential allotment of Equity shares on Private Placement basis

During FY2026, the Company made preferential allotment of Equity as follows:

i. Equity shares: 7,37,680 equity shares were allotted

on February 07, 2026 with a face value of Rs. 2/- per equity share at a premium of Rs.336.90/- per equity share for

consideration other than cash i.e. in lieu of acquisition of 59.52% shareholding in Unitech Workholding Systems Private Limited through swapping of Equity Shares of the Company pursuant to the Special Resolution passed in the Extra Ordinary General Meeting of the Company held on December 07,2025.

ii. Equity shares on conversion of share warrants:

33,06,203 equity shares were allotted having a face value of Rs. 2/- each equity share at a premium of Rs. 189.85/- each equity share consequent to the rights of conversion attached to Share Warrants.

Utilization of funds raised through issue of Equityshares and Share warrantson preferential base:

The Company had raised total funds of Rs. 51,007.20 Lakhs approx, on allotment of equity shares on January 09, 2025 and equity warrants (including upon conversion of 1,11,24,811 equity warrants into equity shares at a price of TI91.85/- each including premium of TI89.85/-) through preferential issue to promoter group and non-promoter, uptotheclosing ofthefinancialyear March 31,2026.

As on March 31, 2026, the Company has utilized an aggregate amount of Rs.49,995.69 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, 2026 is Rs.17,70,44,402/- (Rupee Seventeen Crores Seventy Lakhs Forty Four Thousand Four Hundred and Two) comprising of 8,85,22,201 equity shares of Rs. 2/- each fully paid up.

4. OPERATIONS:

During the year under review,your Company has sold 1190 machines to achieve turnover of Rs. 566.52 crores as compared to 457 machines in the previous year with a turnover of Rs.365.58 Crores.

The Board of Directors holds a strong belief in sustaining profitable operations in the ongoing year,

notwithstanding the industrys cyclicality presenting certain challenges. Additional insights and detailed information can be found in the Management Discussions and Analysis Report,which isan integral part ofthis 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 usforfuture leadership.

6. LOANS, GUARANTEES, INVESTMENT&SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions ofSection 186 ofthe CompaniesAct, 2013 are given in the notes to the Financial Statements.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuanttothe 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, 2026, the applicable accounting standards read with requirements set out under Schedule III tothe 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 madejudgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31,2026 and ofthe loss ofthe Company for theyear 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 ANDOUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - A and forms part ofthis 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 Companys equity shares are traded compulsorily in dematerialised form as per the SEBI guidelines. The Companys 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) ofthe Companys equity shares is INE052A01021.

In view of the numerous advantages offered by the Depository system, members are requested to avail ofthe facility of dematerialization ofthe Companys equity shares on eitherofthe Depositories.

11. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements ofthe 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 2026-27 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 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 tothe meetings and preparations. In terms of requirement ofthe SEBI Listing Regulations the Board has identified core skills, expertise and competencies of the Directors in the context ofthe Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

As on March 31, 2026, the Board of Directors of your Company comprised of 8 (Eight) Directors ofwhich2 (Two) were Non-Executive Non-Independent Director, 4 (Four) were Non-Executive Independent Directors including one Woman Director and 2 (Two) were Executive Directors. Detailed composition ofthe Board of Directors has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report.

Changes in Directorship:

• Mr. Ravi Mamodiya (DIN: 07609452), was appointed as Independent Directorw.e.f.AprillO,2025.

• Mr. Vinit Dharamshibhai Bediya (DIN: 07915192) resigned as Non-executive Non-independent Director w.e.f.theclosing business hourson May09,2026.

• Mr. Dharmendrabhai Becharbhai Varasada (DIN: 09176580) was appointed as Executive Director w.e.f. May 09,2026.

Changes in Key Managerial Personnel

• Mr. Vinay Bansod resigned from the position of Chief Executive Officer of the Company w.e.f. the closing business hourson Julyl5,2026.

• Mr. Mohan Ramachandran was appointed as Chief Executive Officer of the Company w.e.f. July 16,2026.

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. Hitendrabhai Hasmukhbhai Patel (DIN: 09176579), Executive Director ofthe Company, retires by the rotation at the ensuing ACM and being eligible, has offered himself for re-appointment. Details ofthe Director proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) ofthe SEBI Listing Regulations and SS-2 (Secretarial Standard on General Meetings) are provided at the end of notice convening the 63rd Annual General Meeting.

The Directors and Key Managerial Personnel ofthe Company as on date ofthis report are as under:

Name	Designation	Date of Appointment
Mr. Vinay Girdhar Bansod	WholeTime Director	13-05-2021
Mr. Hitendrabhai Hasmukhbhai Patel	Executive Director	01-02-2025
Mr. Dharmendrabhai BecharbhaiVarasada	Executive Director	09-05-2026
Mr. Vivek Chopra	Non-Executive - Non-Independent Director	21-09-2024
Mr. Subhendu Roy	Independent Director	21-09-2024
Ms. Garima Malhotra	Independent Director	21-09-2024
Mr. Manoj Dineshchandra Antani	Independent Director	21-09-2024
Mr. Ravi Mamodiya	Independent Director	10-04-2025
Mr. Mohan Ramachandran	Chief Executive Officer	16-07-2026
Mr. Anand Suklal Jain	Chief Financial Officer	H-H-2020
Mr. Rohit Dineshbhai Sojitra	Company Secretary	01-02-2025

15. DETAILS OF AUDITORS AND THE BOARDS COMMENTS ON THE AUDITORS REPORT:

A. STATUTORY AUDITORS:

Pursuant to the section 139 of the Companies Act, 2013, the Members of the Company had appointed M/s. S K Patodia & Associates LLP, Chartered Accountants (ICAI Firm Registration No. H2723W/W100962) as Statutory Auditors of the Company to hold the office for a period of 5 (Five) the years from the conclusion of 62nd Annual General Meeting till the conclusion of 67th Annual General Meeting of the Company to be held in 2030.

The Auditors Reports on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 are a part of Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors Report is self-explanatory and does not call for any further comments from the Board under Section 134(3)(f) of the Act.

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 theyear.

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountant was appointed as the Cost Auditor to audit the cost accounts for the financial year 2025-26. The shareholders, at the 62nd Annual General Meeting held on September 20, 2025, have ratified and approved Rs. 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, 2026. 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 2026-27 with remuneration of Rs. 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 (!) of section 148 of the Companies Act, 2013, the Company has maintained cost accounts and records.

C. INTERNALAUDITORS:

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. Moore Singhi Advisors LLP as the Internal Auditor of your Company for the financial year 2025-26.

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

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 09, 2026 has appointed M/s. Moore Singhi Advisors LLP as Internal Auditor for the financial year 2026-27.

D. SECRETARIAL AUDITORS:

Pursuant to provisions of Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and Section 204 of the Companies Act, 2013 (“the Actjread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and M/s. Kashyap R. Mehta & Associates, a proprietor firm of Practicing Company Secretaries, Peer Reviewed (FCS-1821, COP-2052, PR- 5709/2024), has been appointed as the Secretarial Auditor of the Company to conduct the Secretarial Audit for a period of five (5) consecutive years, commencing from April 01,2025 to March 31, 2030. The Secretarial Audit Report issued by M/s Kashyap R. Mehta & Associates, Secretarial Auditor of your Company for the financial year ended March 31, 2026, is annexed with this Report as ANNEXURE - B and does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Auditors Report is selfexplanatory and does not call for any further comments from the Board underSection!34(3)(f) oftheAct.

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 are provided as part of the notes to the consolidated financial statements.

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

• Unitech Workholding Systems 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:

• Global CNC Private limited - Wholly Owned Subsidiary has been amalgamated with Windsor Machines Limited in pursuant to approval received on March 19, 2026 from the Honble National Company Law Tribunal, Ahmedabad Bench, (“NCLT”) under the provisions of Sections 230 to 232 of the Companies Act, 2013, for the

Scheme of Amalgamation of Global CNC Private Limited (“Global”), a wholly-owned subsidiary, with the Company, with effect from the Appointed Date, i.e. April 1,2025. The Scheme has become effective upon filling of certified copy of NCLTs order with the Registrar of Companies, Ahmedabad on March31,2026.

Pursuant to the provisions of Section 129,134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI LODR 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 Statements of the Company and its subsidiaries for the financial year 202526 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 DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES:

During the financial year ended March 31, 2026, 7 (seven) Meetings of the Board of Directors were held and the details of these Board Meetings are provided in the Report on Corporate Governance section forming part of the Annual Report. The necessary quorum was present for all the meetings. The intervening gap between any two consecutive meetings did not exceed 120 days as prescribed under the Companies Act, 2013and SEBI LODR Regulations.

Details of the composition of the Board of Directors 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 partofthisAnnual Report.

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

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

The details regarding to the Transfer of unclaimed/unpaid amount to the Investor Education and Protection Fund has been covered in the Corporate Governance Report forming partofthe 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 ofthe 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 underthescheme overa period.

Under the scheme 15,00,000 ESOPswere granted on August 13,2018. Out of which 7,50,000 ESOPs granted at discount of 25% at Rs. 62/- got lapsed on August 12, 2020 and balance 7,50,000 Options at discount of 10% at Rs. 74.34/- got lapsed on August H, 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 Rs. 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 isstill pending asoftoday.

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 ofthe 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 atwww.windsormachines.com

22. REMUNERATION RATIO OFTHE 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 ofthis Reportand are annexed herewith as ANNEXURE - D.

23. RELATED PARTYTRANSACTION:

All transactions entered into by the Company with related parties were in the ordinary course of business and at arms 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, in case of requirements. 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 LINKOF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return of the Company in Form No. MGT-7 for the financial year ended on March 31, 2026 is available on the website of the Company at https://windsormachines.com/investors/

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

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

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. ManojDineshchandra Antani, Mr. Subhendu Roy, Ms.Garima Malhotra.

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) Vivekananda Kendra Anandalay at Ahmedabad - Supporting value- based education for underprivileged children through structured academic and extracurricular activities across multiple states (ii) Sitaram Seva Charitable Trust based at Rajkot, empowering underprivileged communities through education, food distribution, vocational training, and social welfare programs (iii) Jyoti Trust at Visnagar, District Mehsana for providing affordable medical services, particularly to economically weaker sections As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on CSR Activities has been attached herewith asAnnexure-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 ofwealth and discharge of social responsibility for sustainable development of all stakeholders

The Corporate Governance Report, as stipulated by SEBI LODR Regulations, forms part of this Annual Report along with the required the Auditors 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 Analysisform partofthisAnnual Report.

28. COMMITTEES OFTHE BOARD:

The Company has constituted the various committees as stipulated under the Companies Act, 2013 and SEBI LODR Regulations. As on March 31, 2026, the Board has the following committees:

• Audit Committee

• Nomination Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social ResponsibilityCommittee

Details of all the committees ofthe 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 Committeesand 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 ofthe 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 Companys 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 Companyatwww.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 Companys 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 ofthe 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 INSIDERTRADING:

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 ofthe 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 companys 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. INTERNALCONTROLSYSTEM ANDTHEIRADEQUACY:

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) ofthe Act and Regulation 16(l)(b) of the Listing Regulations. The Independent Directors has also confirmed that they have complied with the Companys Code of Business Conduct and Ethics.

The Board is ofthe 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 ofthe Company had no pecuniary relationship other than payment of sitting fee, if any, for attending meetings of Board of Directorsand its Committees.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

Thereare no significant and material orders passed bythe Regulators or Courts or Tribunals impacting the going concern status and operationsofyour Company, in future.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditor and Secretarial Auditor ofthe Company have not reported any instances committed in the Company by its Officers or Employees, pursuant to the Section 143(12) of the

Companies Act, 2013 other than those which are reportable to the Central Government.

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 202526 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 anycomplaint pertaining tosexual 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 undersectionll8(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 ACM 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 Companys Registrar and Share Transfer Agent, MUFG Intime India Private Limited or the Company Secretary of the Company for obtaining thecopy of Annual Report via Email.

45. OTHER DISCLOSURES:

the Insolvency and Bankruptcy Code: 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 theyear along with theirstatus at the end ofthe financial year is not applicable; and

Difference in Valuation for One Time Settlement: the requirement to disclose the details of the difference between the amount of the valuation done at the time of onetimesettlement and the valuation done whiletaking a loan from the Banks or Financial Institutions along with the reasons thereof is not applicable as the Company has not availed any one time settlement in respect ofthe loans taken from the Banks or Financial Institutions during the financialyearended March31,2026.

Maternity Benefit Act, 1961: The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, during the financial year ended March 31, 2026. All eligible employees of the Company have been extended the statutory maternity benefits as prescribed underthesaid Act.

Declarations by the Directors: The Board of Directors ofthe Company confirms that all the Directors have submitted their declarations under Section 164(2) of the Companies Act, 2013, and none of the Directors is disqualified from being appointed or from continuing as a Director of any companyason March31,2026.

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 ofthe Board of Directors of
Windsor Machines Limited
Vinay Bansod	Hitendrabhai Patel
Wholetime Director	Executive Director
DIN: 09168450	DIN: 09176579
Place: Ahmedabad	Place: Rajkot
Date: August 08, 2026	Date: August 08, 2026