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 T100/- 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 T 2/- per equity share at a
premium of T 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 Company’s performance during the financial year: (^^ln Lakhs)

FINANCIAL HIGHLIGHTS Standalone Consolidated

Standalone: During the year under review, the Total Revenue of your Company was
^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
^57,049.57 Lakhs as compared to^36,872.11 Lakhs in the previousyear.The profit/(Loss) after
tax ('PAT') attributable to shareholders for the year stood at^ 64.23 lakhs, against (^322.52)
lakhs in previousyear.

A

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 T 47,052.22
Lakhs.

3. SHARE CAPITAL:

Authorised Share Capital

The authorised share capital of the Company as on March
31, 2026 is T 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 T 2/- each (Rupees two
only) and 5,00,00,000 (Five crores only) Differential Voting
Rights Shares ofT2/- 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 T 2/- per equity
share at a premium of T336.90/- per equity share for

notwithstanding the industry's 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 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) ofthe
Company’s 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 Company’s 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 Company’s 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 Board’s
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.

15. DETAILS OF AUDITORS AND THE BOARD’S 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 ^ 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 ^ 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 Act’jread 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 Auditor's Report is self¬
explanatory 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 Hon’ble 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 NCLT’s 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 2025¬
26 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 ^ 62/- got lapsed on August 12, 2020 and balance
7,50,000 Options at discount of 10% at ^ 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 ^ 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 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,
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 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 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 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 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 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 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
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
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 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 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 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. 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 Company’s 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 COMPANY’S 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 2025¬
26 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 Company’s 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