Your Directors are pleased to present the 62^nd 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:

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
industry's 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 62 nd Annual General Meeting.

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 62 nd 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.

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 Company's
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
Company's 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 Company's 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