Windsor Machines Limited — AGM Information 2024

Aug 23, 2024

WINDSOR MACHINES LIMITED Registered Office: 102/103, Devmilan CHS, Next to Tip Top Plaza, LBS Road, Thane (W) • 400604, Maharashtra, India Ph.: +91 22 25836592, Fax: +91 22 25836285

Email : contact@windsormachines .com Website : www .windsormachines.com CIN : L99999MH1963PLC012642

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WINDSOR

Partner in progress

August 23, 2024

The BSE Ltd. National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/ 1, G Block, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 522029 Symbol: WINDMACHIN

NOTICE CONVENING 61[TH] ANNUAL GENERAL MEETING

Dear Sir/ Madam,

Pursuant to Regulation 30 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Notice of the 61st Annual General Meeting is hereby enclosed.

The above information is also available on the website of the Company at www.windsormachines.com

We request to take the aforesaid information on record.

Thanking you

Yours faithfully,

For WINDSOR MACHINES LIMITED

NIKHILKUMA Digitally signed by NIKHILKUMAR R MANSUKHBHAI MANSUKHBH VADERA Date: 2024.08.23 AI VADERA 18:37:45 +05'30'

NIKHILKUMAR VADERA COMPANY SECRETARY

Encl.: As Above

Corporate Office: Plot 5402-5403, Phase IV, GIDC, Vatva, Ahmedabad-382 445, Gujarat, INDIA. Phone: +91 79 30262100 I 25841111, Fax: +91 79 25842145

NOTICE

NOTICE is hereby given that the 61st (Sixty‐first) Annual General Meeting of The Members of Windsor Machines Limited will be held on September 20, 2024, at 11:00 A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company on Standalone and Consolidated basis for the Financial Year ended March 31, 2024 together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Vinay Bansod (DIN 09168450) who retires by rotation and being eligible, offers himself for re-appointment.

3. To declare final dividend on equity shares for the financial year 2023-24.

SPECIAL BUSINESS

4. Ratification of Cost Auditor’s Remuneration:

• To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s), enactment(s) or re-enactment(s) thereof, for the time being in force), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2025, be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.”

By Order of the Board of Directors For Windsor Machines Limited

Place: Mumbai Date: August 13, 2024

Nikhil Vadera Company Secretary

Registered Office:

102/103, Devmilan Co. Op. Housing Society, Next to Tip Top Plaza, L B S Road, Thane (W) - 400 604.

2 3

NOTES

1. The Ministry of Corporate Affairs (“MCA”) has, vide its General Circular dated September 25, 2023, read together with circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022 and December 28, 2022 (collectively referred to as “MCA Circulars”), permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars and applicable provisions of the Companies Act, 2013 (“the Act”) read with rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.

2. The AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the route map, proxy form and Attendance Slip are not annexed to this Notice.

3. The Board of Directors at its meeting held on May 28, 2024 recommended a final dividend of ` 0.50/- (Fifty Paisa) per share for the financial year ended March 31, 2024.

4. Subject to provision of Section 123 of the Act, the final dividend, as recommended by the Board of Directors, if declared and approved at the Sixty First Annual General Meeting, will be paid on or after September 27, 2024, as under:

5. a) To those Members whose names appear on the Register of Members of the Company on on Tuesday, August 27, 2024.

6. b) In respect of shares held in electronic form, the dividend will be payable to the beneficial owners of the shares on closing hours of business on Tuesday, August 27, 2024 as per the list of beneficiaries furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL), the Depositories, for this purpose.

7. c) The final dividend, once approved by the shareholders in the ensuing AGM will be paid electronically through various online transfer modes to those shareholders who have updated their bank account details. For shareholders who have not updated their bank account details, dividend warrants/ demand drafts/ cheques will be sent to their registered address. To avoid delay in receiving the dividend, shareholders are requested to update their bank

8. details with their depositories (shares held in dematerialized mode) and with the Company's Registrar and Share Transfer Agent (shares held in physical mode) to receive the dividend directly into their bank account on the payout date.

9. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members / Claimants are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends / shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF-5 available on www.iepf.gov.in.

10. Pursuant to the amendments introduced in the Income Tax Act, 1961 ('the IT Act') vide Finance Act, 2020, w.e.f. April 1, 2020, dividend declared, paid or distributed by a Company on or after April 1, 2020, is taxable in the hands of the shareholders. The Company shall, therefore, be required to deduct TDS/ WHT at the time of payment of dividend at the applicable tax rates. The rates of TDS/ WHT would depend upon the category and residential status of the shareholder. Members are requested to complete and / or update their Residential Status, PAN, Category as per the IT Act with their Depository Participants ('DPs') or in case shares are held in physical form, with the RTA/ Company by sending documents by Thursday, September 05, 2024. For the detailed process, please visit website of the Company and go through "Instructions on TDS for Dividend" at www.windsormachines.com

11. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI (LODR) Regulations, 2015, the Company has extended e-voting facility for its members to enable them to cast their votes electronically on the resolutions set forth in this notice. The instructions for e-voting are provided in this notice.

12. Any person who is not a member on the cut-off date should treat this notice for information purposes only.

13. Those shareholders who have become the shareholders after Friday, August 16, 2024 the cut-off date of sending Annual Report may refer to the Notice which is available on the company's website www.windsormachines.com and also on the website of CDSL i.e. www.evoting india.com.

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10. Institutional Corporate Shareholders are required to send January 25, 2022, mandated listed companies to issue
a scanned copy of its Board or Governing Body resolution/ shares in dematerialized form only while processing the
Authorization etc. authorizing its representative to attend service requests including transmission and transposition
the AGM through VC/OAVM on its behalf and to vote of securities.
through remote e-voting. The said resolution
In view of above, to eliminate all risks associated with
authorization shall be sent to scrutinizer by email through
physical shares and for ease of portfolio management,
its registered email address to rama@csrama.com with a
members holding shares in physical form are requested to
copy marked to cs@windsormachines.com .
consider converting their holdings to dematerialized form.
11. The Members who have cast their vote by remote e-voting Members can contact the RTA for assistance in this regard.
prior to the AGM may also attend/ participate in the AGM
16. Members attending the AGM through VC / OAVM shall be
through VC / OAVM, but shall not be entitled to cast their
counted for the purpose of reckoning the quorum under
vote again.
Section 103 of the Act.
12. In compliance with the MCA Circulars and SEBI Circulars,
17. Pursuant to Section 91 of the Act, the Register of Members
Notice of the AGM along with the Annual Report 2023-24
and the Share Transfer Books of the Company will be closed
is being sent only through electronic mode to those
from Saturday, September 14, 2024 to Friday, September
Members whose email addresses are registered with the
20, 2024 (both the days inclusive).
Company/RTA/ Depositories. Members may note that the
Notice and Annual Report 2023-24 will also be available on 18. Members holding equity shares of the Company in physical
the Company's website www.windsormachines.com, form are requested to kindly get their equity shares
websites of the Stock Exchanges i.e. BSE Limited and converted into demat/electronic form since transfer of
National Stock Exchange of India Limited at equity shares/issuance of equity shares in physical form
www.bseindia.com and www.nseindia.com respectively, have been disallowed by SEBI.
and on the website of CDSL (agency for providing the
19. Member(s) must quote their Folio Number/DP ID & Client
Remote e-Voting facility and e-voting system during the
ID and contact details such as email address, contact no.
AGM) i.e. www.evotingindia.com . The Company will also
etc., in all correspondences with the Company/ RTA.
be publishing an advertisement in newspaper containing
the details about the AGM i.e., the conduct of AGM 20. In case of joint holders, the Member whose name appears
through VC/OAVM, date and time of AGM, availability of as the first holder in the order of names as per the Register
notice of AGM at the Company's website, manner of of Members of the Company will be entitled to vote at the
registering the email IDs of those shareholders who have AGM.
not registered their email addresses with the 21. Pursuant to the provisions of Section 72 of the Act, the
Company/RTA, manner of providing mandate for Member(s) holding shares in physical form may nominate
dividends, and other matters as may be required.
in the prescribed manner any person to whom all the rights
13. Members desirous of obtaining any information in respect in the shares shall vest in the event of death of the sole
of Annual Accounts and operations of the Company are holder or all the joint holders. A nomination form for this
requested to write to the Company at least 10 days before purpose is uploaded at the RTA’s website/ write to
the Meeting, to enable the Company to make available the rnt.helpdesk@linkintime.co.in . Member(s) holding shares
required information at the Meeting. in demat form may contact their respective DPs for availing
this facility.
14. To support the 'Green Initiative', Members who have not
yet registered their email addresses are requested to 22. The relative Explanatory Statement pursuant to Section
register the same with their Depository Participants (DPs) 102 of the Companies Act, 2013 and Secretarial Standard-2
in case the shares are held by them in electronic form and on General Meetings issued by the Institute of Company
with RTA in case the shares are held by them in physical Secretaries of India, in respect of the Special Businesses
form. specified in the Notice is annexed hereto.
15. As per Regulation 40 of the SEBI (LODR) Regulations, 2015, 23. Voting through electronic means
as amended, securities of listed companies can be
a) The Members can join the AGM in the VC/OAVM
transferred only in dematerialized form with effect from mode 15 minutes before and after the scheduled
April 1, 2019. Further, SEBI vide its Circular No.
time of the commencement of the Meeting by
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated
following the procedure mentioned in the Notice.
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NOTES
1. The Ministry of Corporate Affairs (“MCA”) has, vide its details with their depositories (shares held in
General Circular dated September 25, 2023, read together dematerialized mode) and with the Company's
with circulars dated April 8, 2020, April 13, 2020, May 5, Registrar and Share Transfer Agent (shares held in
2020, January 13, 2021, December 8, 2021, December 14, physical mode) to receive the dividend directly into
2021, May 5, 2022 and December 28, 2022 (collectively their bank account on the payout date.
referred to as “MCA Circulars”), permitted convening the
5. Members are requested to note that, dividends if not
Annual General Meeting (“AGM” / “Meeting”) through
encashed for a consecutive period of 7 years from the date
Video Conferencing (“VC”) or Other Audio Visual Means
of transfer to Unpaid Dividend Account of the Company,
(“OAVM”), without physical presence of the members at a
are liable to be transferred to the Investor Education and
common venue. In accordance with the MCA Circulars and
Protection Fund (“IEPF”). The shares in respect of such
applicable provisions of the Companies Act, 2013 (“the
unclaimed dividends are also liable to be transferred to the
Act”) read with rules made thereunder and the Securities
demat account of the IEPF Authority. In view of this,
and Exchange Board of India (Listing Obligations and
Members / Claimants are requested to claim their
Disclosure Requirements) Regulations, 2015 (“Listing
dividends from the Company, within the stipulated
Regulations”), the AGM of the Company is being held
timeline. The Members, whose unclaimed dividends /
through VC / OAVM. The deemed venue for the AGM shall
shares have been transferred to IEPF, may claim the same
be the Registered Office of the Company.
by making an application to the IEPF Authority, in Form No.
2. The AGM is being held through VC / OAVM, physical IEPF-5 available on www.iepf.gov.in.
attendance of Members has been dispensed with.
Accordingly, the facility for appointment of proxies by the 6. Pursuant to the amendments introduced in the Income Tax
Members will not be available for the AGM and hence the Act, 1961 ('the IT Act') vide Finance Act, 2020, w.e.f. April 1,
route map, proxy form and Attendance Slip are not 2020, dividend declared, paid or distributed by a Company
annexed to this Notice. on or after April 1, 2020, is taxable in the hands of the
shareholders. The Company shall, therefore, be required to
3. The Board of Directors at its meeting held on May 28, 2024
deduct TDS/ WHT at the time of payment of dividend at the
recommended a final dividend of ` 0.50/- (Fifty Paisa) per
applicable tax rates. The rates of TDS/ WHT would depend
share for the financial year ended March 31, 2024.
upon the category and residential status of the
4. Subject to provision of Section 123 of the Act, the final shareholder. Members are requested to complete and / or
dividend, as recommended by the Board of Directors, if update their Residential Status, PAN, Category as per the IT
declared and approved at the Sixty First Annual General Act with their Depository Participants ('DPs') or in case
Meeting, will be paid on or after September 27, 2024, as shares are held in physical form, with the RTA/ Company by
under:
sending documents by Thursday, September 05, 2024. For
a) To those Members whose names appear on the the detailed process, please visit website of the Company
Register of Members of the Company on on Tuesday, and go through "Instructions on TDS for Dividend" at
August 27, 2024. www.windsormachines.com
b) In respect of shares held in electronic form, the 7. In compliance with the provisions of Section 108 of the Act,
dividend will be payable to the beneficial owners of read with Rule 20 of the Companies (Management and
the shares on closing hours of business on Tuesday, Administration) Rules, 2014, as amended from time to
August 27, 2024 as per the list of beneficiaries time, and Regulation 44 of the SEBI (LODR) Regulations,
furnished by National Securities Depository Limited 2015, the Company has extended e-voting facility for its
(NSDL) and Central Depository Services (India) Ltd. members to enable them to cast their votes electronically
(CDSL), the Depositories, for this purpose. on the resolutions set forth in this notice. The instructions
c) The final dividend, once approved by the share- for e-voting are provided in this notice.
holders in the ensuing AGM will be paid electronically 8. Any person who is not a member on the cut-off date should
through various online transfer modes to those
treat this notice for information purposes only.
shareholders who have updated their bank account
9. Those shareholders who have become the shareholders
details. For shareholders who have not updated their
bank account details, dividend warrants/ demand after Friday, August 16, 2024 the cut-off date of sending
drafts/ cheques will be sent to their registered Annual Report may refer to the Notice which is available
address. To avoid delay in receiving the dividend, on the company's website www.windsormachines.com
shareholders are requested to update their bank and also on the website of CDSL i.e. www.evoting
india.com.
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1. Institutional Corporate Shareholders are required to send a scanned copy of its Board or Governing Body resolution/ Authorization etc. authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said resolution authorization shall be sent to scrutinizer by email through its registered email address to rama@csrama.com with a copy marked to cs@windsormachines.com .

2. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM, but shall not be entitled to cast their vote again.

3. In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/RTA/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website www.windsormachines.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com . The Company will also be publishing an advertisement in newspaper containing the details about the AGM i.e., the conduct of AGM through VC/OAVM, date and time of AGM, availability of notice of AGM at the Company's website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the Company/RTA, manner of providing mandate for dividends, and other matters as may be required.

4. Members desirous of obtaining any information in respect of Annual Accounts and operations of the Company are requested to write to the Company at least 10 days before the Meeting, to enable the Company to make available the required information at the Meeting.

5. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (DPs) in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form.

6. As per Regulation 40 of the SEBI (LODR) Regulations, 2015, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated

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• January 25, 2022, mandated listed companies to issue shares in dematerialized form only while processing the service requests including transmission and transposition of securities.

In view of above, to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA for assistance in this regard.

1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

2. Pursuant to Section 91 of the Act, the Register of Members and the Share Transfer Books of the Company will be closed from Saturday, September 14, 2024 to Friday, September 20, 2024 (both the days inclusive).

3. Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/electronic form since transfer of equity shares/issuance of equity shares in physical form have been disallowed by SEBI.

4. Member(s) must quote their Folio Number/DP ID & Client ID and contact details such as email address, contact no. etc., in all correspondences with the Company/ RTA.

5. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

6. Pursuant to the provisions of Section 72 of the Act, the Member(s) holding shares in physical form may nominate in the prescribed manner any person to whom all the rights in the shares shall vest in the event of death of the sole holder or all the joint holders. A nomination form for this purpose is uploaded at the RTA’s website/ write to rnt.helpdesk@linkintime.co.in . Member(s) holding shares in demat form may contact their respective DPs for availing this facility.

7. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Special Businesses specified in the Notice is annexed hereto.

8. Voting through electronic means

9. a) The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

4 5

The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• b) Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

CDSL e-VOTING SYSTEM – FOR e-VOTING AND JOINING VIRTUAL MEETINGS:

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e- Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.

3. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of

4. the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.

5. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

6. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting.

7. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.windsormachines.com . The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e- Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com .

8. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

9. In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose AGMs are due in the Year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

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THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND This necessitates registration on various ESPs and
JOINING VIRTUAL MEETINGS ARE AS UNDER: maintenance of multiple user IDs and passwords by the
shareholders.
Step 1 : Access through Depositories CDSL/NSDL e-Voting
system in case of individual shareholders holding shares in In order to increase the efficiency of the voting process,
demat mode. pursuant to a public consultation, it has been decided to
enable e-voting to all the demat account holders, by way of
Step 2 : Access through CDSL e-Voting system in case of
a single login credential, through their demat accounts/
shareholders holding shares in physical mode and non-
individual shareholders in demat mode. websites of Depositories/ Depository Participants. Demat
account holders would be able to cast their vote without
(i) The voting period begins on Tuesday, September 17, 2024
having to register again with the ESPs, thereby, not only
at 9:00 A.M. and ends on Thursday, September 19, 2024 at
facilitating seamless authentication but also enhancing
5:00 P.M. During this period shareholders' of the Company,
ease and convenience of participating in e-voting process.
holding shares either in physical form or in dematerialized
Step 1 : Access through Depositories CDSL/NSDL e-Voting
form, as on the cut-off date Friday, September 13, 2024 of
system in case of individual shareholders holding shares in
may cast their vote electronically. The e-voting module
demat mode.
shall be disabled by CDSL for voting thereafter.
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/
(ii) Shareholders who have already voted prior to the meeting
CIR/P/2020/242 dated December 9, 2020 on e-Voting
date would not be entitled to vote at the meeting venue.
facility provided by Listed Companies, Individual
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
shareholders holding securities in demat mode are
CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of
allowed to vote through their demat account maintained
Securities and Exchange Board of India (Listing Obligations
with Depositories and Depository Participants.
and Disclosure Requirements) Regulations, 2015, listed
Shareholders are advised to update their mobile number
entities are required to provide remote e-voting facility to and email Id in their demat accounts in order to access e-
its shareholders, in respect of all shareholders’
Voting facility.
resolutions. However, it has been observed that the
Pursuant to abovesaid SEBI Circular, Login method for e-
participation by the public non-institutional shareholders/
Voting and joining virtual meetings for
retail shareholders is at a negligible level.
shareholders holding securities in Demat mode
Currently, there are multiple e-voting service providers
CDSL/NSDL is given below:
(ESPs) providing e-voting facility to listed entities in India.
Type of shareholders Login Method
Individual Shareholders holding 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing
securities in Demat mode with CDSL user id and password. Option will be made available to reach e-Voting page without
Depository any further authentication. The users to login to Easi / Easiest are requested to visit
CDSL website www.cdslindia.com and click on Login icon and New System Myeasi
Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see e-
Voting page of the e-Voting service provider for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting. Additionally,
there is also links provided to access the system of all e-Voting Service Providers, so
that the user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System Myeasi Tab and then
click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on www.cdslindia.com
home page. The system will authenticate the user by sending OTP on registered
Mobile & Email as recorded in the Demat Account. After successful authentication,
user will be able to see the e-Voting option where the evoting is in progress and also
able to directly access the system of all e-Voting Service Providers.
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The facility of participation at the AGM through the commencement of the Meeting by following the
VC/OAVM will be made available to at least 1000 procedure mentioned in the Notice. The facility of
members on first come first served basis. This will not participation at the EGM/AGM through VC/OAVM will be
include large Shareholders (Shareholders holding 2% made available to atleast 1000 members on first come first
or more shareholding), Promoters, Institutional served basis. This will not include large Shareholders
Investors, Directors, Key Managerial Personnel, the (Shareholders holding 2% or more shareholding),
Chairpersons of the Audit Committee, Nomination Promoters, Institutional Investors, Directors, Key
and Remuneration Committee and Stakeholders Managerial Personnel, the Chairpersons of the Audit
Relationship Committee, Auditors etc. who are Committee, Nomination and Remuneration Committee
allowed to attend the AGM without restriction on and Stakeholders Relationship Committee, Auditors etc.
account of first come first served basis. who are allowed to attend the EGM/AGM without
restriction on account of first come first served basis.
b) Pursuant to MCA Circular No. 14/2020 dated April
08, 2020, the facility to appoint proxy to attend and 4. The attendance of the Members attending the AGM/EGM
cast vote for the members is not available for this through VC/OAVM will be counted for the purpose of
AGM. However, in pursuance of Section 112 and ascertaining the quorum under Section 103 of the
Section 113 of the Companies Act, 2013, Companies Act, 2013.
representatives of the members such as the
5. Pursuant to MCA Circular No. 14/2020 dated April 08,
President of India or the Governor of a State or body
2020, the facility to appoint proxy to attend and cast vote
corporate can attend the AGM through VC/OAVM
for the members is not available for this AGM/EGM.
and cast their votes through e-voting.
However, in pursuance of Section 112 and Section 113 of
CDSL e-VOTING SYSTEM – FOR e-VOTING AND JOINING the Companies Act, 2013, representatives of the members
VIRTUAL MEETINGS: such as the President of India or the Governor of a State or
body corporate can attend the AGM/EGM through
1. As you are aware, in view of the situation arising due to
VC/OAVM and cast their votes through e-voting.
COVID-19 global pandemic, the general meetings of the
companies shall be conducted as per the guidelines issued 6. In line with the Ministry of Corporate Affairs (MCA) Circular
by the Ministry of Corporate Affairs (MCA) vide Circular No. No. 17/2020 dated April 13, 2020, the Notice calling the
14/2020 dated April 8, 2020, Circular No.17/2020 dated AGM/EGM has been uploaded on the website of the
April 13, 2020 and Circular No. 20/2020 dated May 05, Company at www.windsormachines.com . The Notice can
2020. The forthcoming AGM/EGM will thus be held also be accessed from the websites of the Stock Exchanges
through video conferencing (VC) or other audio visual i.e. BSE Limited and National Stock Exchange of India
means (OAVM). Hence, Members can attend and Limited at www.bseindia.com and www.nseindia.com
participate in the ensuing AGM/EGM through VC/OAVM. respectively. The AGM/EGM Notice is also disseminated
2. Pursuant to the provisions of Section 108 of the Companies on the website of CDSL (agency for providing the Remote e-
Voting facility and e-voting system during the AGM/EGM)
Act, 2013 read with Rule 20 of the Companies
i.e. www.evotingindia.com .
(Management and Administration) Rules, 2014 (as
amended) and Regulation 44 of SEBI (Listing Obligations & 7. The AGM/EGM has been convened through VC/OAVM in
Disclosure Requirements) Regulations 2015 (as amended), compliance with applicable provisions of the Companies
and MCA Circulars dated April 08, 2020, April 13, 2020 and Act, 2013 read with MCA Circular No. 14/2020 dated April
May 05, 2020 the Company is providing facility of remote 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020
e-voting to its Members in respect of the business to be and MCA Circular No. 20/2020 dated May 05, 2020.
transacted at the AGM/EGM. For this purpose, the
8. In continuation to this Ministry's General Circular No.
Company has entered into an agreement with Central
20/2020 dated 05.05.2020, General Circular No. 02/2022
Depository Services (India) Limited (CDSL) for facilitating
dated 05.05.2022 and General Circular No. 10/2022 dated
voting through electronic means, as the authorized e-
28.12.2022 and after due examination, it has been decided
Voting’s agency. The facility of casting votes by a member
to allow companies whose AGMs are due in the Year 2023
using remote e-voting as well as the e-voting system on the
or 2024, to conduct their AGMs through VC or OAVM on or
date of the EGM/AGM will be provided by CDSL.
before 30th September, 2024 in accordance with the
3. The Members can join the EGM/AGM in the VC/OAVM requirements laid down in Para 3 and Para 4 of the General
mode 15 minutes before and after the scheduled time of Circular No. 20/2020 dated 05.05.2020.
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• This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• (i) The voting period begins on Tuesday, September 17, 2024 at 9:00 A.M. and ends on Thursday, September 19, 2024 at 5:00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, September 13, 2024 of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level.

• Pursuant to abovesaid SEBI Circular, Login method for e- Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

• Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India.

Type of shareholders

Login Method

• 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on Login icon and New System Myeasi Tab.

Individual Shareholders holding securities in Demat mode with CDSL Depository

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

• 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

6 7

Type of shareholders

Login Method

• 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders holding securities in demat mode with NSDL Depository

• 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com . Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/ SecureWeb/ IdeasDirectReg.jsp .

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

Individual Shareholders You can also login using the login credentials of your demat account through your (holding securities in demat Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful mode) login through their login, you will be able to see e-Voting option. Once you click on e-Voting option, you will Depository Participants (DP) be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Depository i.e. CDSL and NSDL
Login type Individual Shareholders holding securities in Demat mode withCDSL	Helpdesk details Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 2109911 Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at : 022 4886 7000 & 022 2499 7000
Individual Shareholders holding securities in Demat mode withNSDL

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Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual
shareholders in demat mode.
(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual
holding in Demat form.
1. The shareholders should log on to the e-voting website www.evotingindia.com
3. Click on “Shareholders” module.
3. Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4. Next enter the Image Verification as displayed and Click on Login.
5. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
e-voting of any company, then your existing password is to be used.
6. If you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat
PAN Dividend Bank Details OR Date of Birth (DOB)
Enter your 10 digit alpha-numeric PAN issued by Income Tax Enter the Dividend Bank Details or Date of Birth (in
Department (Applicable for both demat shareholders as well dd/mm/yyyy format) as recorded in your demat account or in
as physical shareholders) the company records in order to login.
 Shareholders who have not updated their PAN with the  If both the details are not recorded with the depository or
Company/Depository Participant are requested to use the company, please enter the member id / folio number in the
sequence number sent by Company/RTA or contact Dividend Bank details field.
Company/RTA.
(vi) After entering these details appropriately, click on (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view
“SUBMIT” tab. the entire Resolution details.
(vii) Shareholders holding shares in physical form will then (xii) After selecting the resolution, you have decided to vote
directly reach the Company selection screen. However, on, click on “SUBMIT”. A confirmation box will be
shareholders holding shares in demat form will now displayed. If you wish to confirm your vote, click on “OK”,
reach 'Password Creation' menu wherein they are else to change your vote, click on “CANCEL” and
required to mandatorily enter their login password in accordingly modify your vote.
the new password field. Kindly note that this password is
(xiii) Once you “CONFIRM” your vote on the resolution, you
to be also used by the demat holders for voting for
will not be allowed to modify your vote.
resolutions of any other company on which they are
(xiv) You can also take a print of the votes cast by clicking on
eligible to vote, provided that company opts for e-voting
“Click here to print” option on the Voting page.
through CDSL platform. It is strongly recommended not
to share your password with any other person and take (xv) If a demat account holder has forgotten the login
utmost care to keep your password confidential. password, then Enter the User ID and the image
verification code and click on Forgot Password & enter
(viii) For shareholders holding shares in physical form, the
the details as prompted by the system.
details can be used only for e-voting on the resolutions
contained in this Notice. (xvi) There is also an optional provision to upload BR/POA if
any uploaded, which will be made available to
(ix) Click on the EVSN for the relevant on
scrutinizer for verification.
which you choose to vote.
(xvii) Additional Facility for Non – Individual Shareholders and
(x) On the voting page, you will see “RESOLUTION
Custodians –For Remote Voting only.
DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as  Non-Individual shareholders (i.e. other than Individuals,
desired. The option YES implies that you assent to the HUF, NRI etc.) and Custodians are required to log on to
Resolution and option NO implies that you dissent to the www.evotingindia.com and register themselves in the
Resolution. “Corporates” module.
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Type of shareholders Login Method
Individual Shareholders holding 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
securities in demat mode with website of NSDL. Open web browser by typing the following URL:
NSDL Depository https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the
home page of e-Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section. A new screen will open. You will
have to enter your User ID and Password. After successful authentication, you will
be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on company name or e-
Voting service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com . Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/ SecureWeb/ IdeasDirectReg.jsp .
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which
is available under ‘Shareholder/Member’ section. A new screen will open. You will
have to enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein
you can see e-Voting page. Click on company name or e-Voting service provider
name and you will be redirected to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in demat Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful
mode) login through their login, you will be able to see e-Voting option. Once you click on e-Voting option, you will
Depository Participants (DP) be redirected to NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. Click on company name or e-Voting service provider name and
you will be redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the meeting.
Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password
option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending a
securities in Demat mode with CDSL request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 2109911
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending a
securities in Demat mode with NSDL request at evoting@nsdl.co.in or call at : 022 4886 7000 & 022 2499 7000
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• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• The shareholders should log on to the e-voting website www.evotingindia.com

• Click on “Shareholders” module.

• Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat

PAN

Dividend Bank Details OR Date of Birth (DOB)

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

8 9

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com .

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@windsormachines.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile

7. Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

8. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@windsormachines.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio n u m b e r, e m a i l i d , m o b i l e n u m b e r a t cs@windsormachines.com. These queries will be replied to by the company suitably by email.

9. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

10. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.

11. If any Votes are cast by the shareholders through the e- voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders - Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an
email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 2109911.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi , Sr. Manager,
(CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M
Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call toll free no.
1800 2109911.
By Order of the Board of Directors
For Windsor Machines Limited
Place: Mumbai Nikhil Vadera
Date: August 13, 2024 Company Secretary
Registered Office:
102/103, Devmilan Co. Op. Housing Society,
Next to Tip Top Plaza, L B S Road, Thane (W) - 400 604.
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 A scanned copy of the Registration Form bearing the Hotspot may experience Audio/Video loss due to
stamp and sign of the entity should be emailed to Fluctuation in their respective network. It is therefore
helpdesk.evoting@cdslindia.com . recommended to use Stable Wi-Fi or LAN Connection to
 mitigate any kind of aforesaid glitches.
After receiving the login details a Compliance User
should be created using the admin login and password. 7. Shareholders who would like to express their views/ask
The Compliance User would be able to link the questions during the meeting may register themselves as a
account(s) for which they wish to vote on. speaker by sending their request in advance atleast 10 days
 The list of accounts linked in the login will be mapped prior to meeting mentioning their name, demat account
automatically & can be delink in case of any wrong number/folio number, email id, mobile number at
mapping. cs@windsormachines.com. The shareholders who do not
 wish to speak during the AGM but have queries may send
It is Mandatory that, a scanned copy of the Board
their queries in advance 10 days prior to meeting
Resolution and Power of Attorney (POA) which they
mentioning their name, demat account number/folio
have issued in favour of the Custodian, if any, should be
n u m b e r, e m a i l i d , m o b i l e n u m b e r a t
uploaded in PDF format in the system for the scrutinizer
cs@windsormachines.com. These queries will be replied
to verify the same.
 Alternatively, Non Individual shareholders are required to by the company suitably by email.
mandatory to send the relevant Board Resolution/ 8. Those shareholders who have registered themselves as a
Authority letter etc. together with attested specimen speaker will only be allowed to express their views/ask
signature of the duly authorized signatory who questions during the meeting.
are authorized to vote, to the Scrutinizer and to 9. Only those shareholders, who are present in the
the Company at the email address viz; AGM/EGM through VC/OAVM facility and have not casted
cs@windsormachines.com (designated email address their vote on the Resolutions through remote e-Voting and
by company), if they have voted from individual tab & are otherwise not barred from doing so, shall be eligible to
not uploaded same in the CDSL e-voting system for the vote through e-Voting system available during the
scrutinizer to verify the same. EGM/AGM.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE 10. If any Votes are cast by the shareholders through the e-
AGM THROUGH VC/OAVM & E-VOTING DURING voting available during the EGM/AGM and if the same
MEETING ARE AS UNDER: shareholders have not participated in the meeting through
VC/OAVM facility, then the votes cast by such shareholders
1. The procedure for attending meeting & e-Voting on the day
may be considered invalid as the facility of e-voting during
of the AGM/ EGM is same as the instructions mentioned
the meeting is available only to the shareholders attending
above for e-voting.
the meeting.
2. The link for VC/OAVM to attend meeting will be available
PROCESS FOR THOSE SHAREHOLDERS WHOSE
where the EVSN of Company will be displayed after
EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE
successful login as per the instructions mentioned above
COMPANY/DEPOSITORIES.
for e-voting.
3. Shareholders who have voted through Remote e-Voting 1. For Physical shareholders - Please provide necessary
details like Folio No., Name of shareholder, scanned copy of
will be eligible to attend the meeting. However, they will
the share certificate (front and back), PAN (self-attested
not be eligible to vote at the AGM/EGM.
scanned copy of PAN card), AADHAR (self-attested scanned
4. Shareholders are encouraged to join the Meeting through
copy of Aadhar Card) by email to Company/RTA email id.
Laptops / IPads for better experience.
2. For Demat shareholders - Please update your email id &
5. Further shareholders will be required to allow Camera and mobile no. with your respective Depository Participant (DP).
use Internet with a good speed to avoid any disturbance
3. For Individual Demat shareholders – Please update your
during the meeting.
email id & mobile no. with your respective Depository
6. Please note that Participants Connecting from Mobile Participant (DP) which is mandatory while e-Voting & joining
Devices or Tablets or through Laptop connecting via Mobile virtual meetings through Depository.
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If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 2109911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi , Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call toll free no. 1800 2109911.

By Order of the Board of Directors For Windsor Machines Limited

Nikhil Vadera Company Secretary

Place: Mumbai Date: August 13, 2024

Registered Office:

102/103, Devmilan Co. Op. Housing Society, Next to Tip Top Plaza, L B S Road, Thane (W) - 400 604.

10 11

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EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

ITEM NO.5: Ratification of Cost Auditor's Remuneration:

In accordance with the provisions of Section 148 of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014 (the Rules), the Company is required to appoint a Cost Auditor to audit the cost records of the Company.

On recommendation of the Audit Committee at its meeting held on May 28, 2024, the Board has approved the appointment of M/s. Ashish Bhavsar & Associates, Cost Accountants (Firm Registration No. 000387) as the Cost Auditors of the Company for the financial year ending on March 31, 2025 at a remuneration of ` 90,000/- (Ninety Thousands Only), exclusive of reimbursement of Goods and Service Tax and all out of pocket expenses incurred, if any, in connection with the Cost Audit. The appointment and remuneration of the Cost Auditors is required to be ratified subsequently in accordance to the provisions of the Act and Rule 14 of the Rules.

Accordingly, the Ordinary Resolution at Item No. 4 is recommended for approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives are concern or interested or deemed to be concern or interested in the said resolution.

Place: Mumbai Date: August 13, 2024

By Order of the Board of Directors For Windsor Machines Limited

Registered Office:

102/103, Devmilan Co. Op. Housing Society, Next to Tip Top Plaza, L B S Road, Thane (W) - 400 604.

Nikhil Vadera Company Secretary

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----- Start of picture text -----

EXPLANATORY STATEMENT
(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)
ITEM NO.5: Ratification of Cost Auditor's Remuneration:
In accordance with the provisions of Section 148 of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules,
2014 (the Rules), the Company is required to appoint a Cost Auditor to audit the cost records of the Company.
On recommendation of the Audit Committee at its meeting held on May 28, 2024, the Board has approved the appointment of M/s.
Ashish Bhavsar & Associates, Cost Accountants (Firm Registration No. 000387) as the Cost Auditors of the Company for the financial
year ending on March 31, 2025 at a remuneration of ` 90,000/- (Ninety Thousands Only), exclusive of reimbursement of Goods and
Service Tax and all out of pocket expenses incurred, if any, in connection with the Cost Audit. The appointment and remuneration of
the Cost Auditors is required to be ratified subsequently in accordance to the provisions of the Act and Rule 14 of the Rules.
Accordingly, the Ordinary Resolution at Item No. 4 is recommended for approval of the Members.
None of the Directors, Key Managerial Personnel and their relatives are concern or interested or deemed to be concern or interested
in the said resolution.
By Order of the Board of Directors
Place: Mumbai
For Windsor Machines Limited
Date: August 13, 2024
Registered Office:
102/103, Devmilan Co. Op. Housing Society, Nikhil Vadera
Next to Tip Top Plaza, L B S Road, Thane (W) - 400 604. Company Secretary
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Annexure -1

DETAILS OF THE DIRECTOR SEEKING APPOINTMENT /RE-APPOINTMENT

(Pursuant to regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standard 2 on General Meetings)

Name of Director Mr. Vinay Bansod Date of Birth August 19, 1972 Date of first appointment on the Board May 13, 2021 Qualifications Bachelor of Engineering (Electrical) Expertise in specific functional areas Expertise in Strategic Planning & Technology Development Experience He has over 29 years of extensive experience with core skills in strategic planning and execution, cost-cutting, technology development, and AI etc. Chairman/ Directorship in other Companies (As per Rcube Energy Storage Systems Private Limited Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 Plastic Machinery Manufacturers Association of India Directorship in listed companies are considered.) Wintal Machine SRL Chairmanship/Membership of Committees. Nil (As per Regulation 36 (3) of the SEBI (LODR) Regulations, 2015, chairmanship/membership of listed companies are considered.)

Remuneration last drawn ` 92.50 Lacs P.A. Terms & Condition of appointment/re- appointment & remuneration sought to be paid

Mr. Vinay Bansod, currently appointed as Whole Time Director and designated as Executive Director, is not liable to retire by rotation according to his appointment terms. Under the current Board composition, no director is eligible for retirement by rotation, as all other directors are independent, except Mr. Bansod.

As per relevant provisions of Companies Act, 2013, Mr. Bansod is therefore proposed for retirement by rotation and being eligible he has offered himself for re-appointment.

At its meeting held on May 28, 2024, and based on the recommendation of the Nomination and Remuneration Committee from its meeting on May 8, 2024, the Board of Directors has reappointed Mr. Vinay Bansod as Whole Time Director and designated him as Executive Director & CEO of the Company. This reappointment is for a further period of three years, from May 13, 2024, to May 12, 2027, at the same remuneration of ₹92.50 lakhs per annum. The reappointment is subject to the approval of the Members, for which a Postal Ballot Notice was dispatched to the members on July 30, 2024.

No. of Shares of the Company (including Beneficial Ownership)	Nil
Disclosure of relationship between Director inter-se & KMP	None
Board Meetings attended during the financial year 2023-24.	Held 5
	Attended 5
Registered Office: 102/103, Devmilan Co. Op. Housing Society, Next to Tip Top Plaza, L B S Road, Thane (W) - 400 604. Place: Mumbai Date: August 13, 2024	By Order of the Board of Directors For Windsor Machines Limited Nikhil Vadera Company Secretary