Windsor Machines Limited — AGM Information 2025

Aug 28, 2025

==> picture [544 x 75] intentionally omitted <==

August 28, 2025

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

Subject: Submission of Notice of the 62[nd] Annual General Meeting of Windsor Machines Limited for the financial year ended March 31, 2025.

Reference: Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, [“SEBI Listing Regulations”].

Dear Sir/Madam,

With reference to the caption subject and pursuant to Regulation 30 and other applicable regulations, if any, of SEBI Listing Regulations, please find enclosed the Notice of the 62[nd] Annual General Meeting ('62[nd] AGM') of Windsor Machines Limited ('the Company’) scheduled to be held on Saturday, September 20, 2025 through Video Conferencing (VC)/Other Audio Visual Means (OAVM) at 11:00 A.M. (IST).

The Notice of the 62[nd] AGM along with the Annual Report for the financial year ended March 31, 2025 is being circulated by electronic mode, to all the eligible shareholders whose e-mail ids are registered with the Company and/or Depository Participant(s). Where who have not so registered a Letter having web-link/exact path where complete details of Annual report is available and the physical copies of the same will be provided to the members on request.

The Notice of 62[nd] AGM is also available on the Company’s website at www.windsormachines.com

Kindly take the above information on your record.

For Windsor Machines Limited

ROHIT Digitally signed by ROHIT DINESHBHAI SOJITRA DINESHBHAI Date: 2025.08.28 18:35:27 SOJITRA +05'30' Rohit Sojitra

Company Secretary and Compliance Officer Encl: a/a

==> picture [550 x 39] intentionally omitted <==

==> picture [42 x 43] intentionally omitted <==

NOTICE

NOTICE is hereby given that the 62nd (Sixty-Second) Annual General Meeting of The Members of Windsor Machines Limited will be held on Saturday, September 20, 2025, at 11:00 A.M. [IST] through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt

• a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon; and

• b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Report of Auditors thereon.

2. 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 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Vivek Chopra (DIN: 10240558), who retires by rotation at the Annual General Meeting (AGM) and being eligible, has offered, himself for reappointment, be and is hereby reappointed as a Non – Executive Non – Independent Director of the Company, liable to retire by rotation.

3. Appointment of M/s. S K Patodia & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 112723W/W100962) as Statutory Auditors of the Company

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

“RESOLVED THAT that pursuant to the provisions of sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, M/s. S K

Patodia & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 112723W/W100962) (Peer Review Certificate no.: 020599), be and are hereby appointed as Statutory Auditors of the Company in place of retiring auditor M/s. JBTM & Associates LLP, Chartered Accountants whose term expires on conclusion of this Annual General Meeting (AGM), to hold office for period of Five (5) consecutive years from the conclusion of this 62th AGM until the conclusion of the 67th AGM to be held in the year 2030 at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the audit.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

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 any other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force), the members of the Company do hereby ratify the remuneration of � 90,000/- (Rupees Ninety Thousand Only) plus applicable taxes and reimbursement of related business expenses at actuals to M/s. Ashish Bhavsar & Associates., Cost Accountants in Practice (Firm Registration No-000387), appointed by the Board of Directors of the Company, as Cost Auditors, to conduct the audit of the Cost Records of the Company for the Financial Year ending March 31, 2026.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

1

5. Appointment of Secretarial Auditors of the Company

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

“RESOLVED THAT pursuant to Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) read with Circulars issued thereunder from time to time and applicable provisions of the Companies Act, 2013 (“the Act”) and Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and in accordance with the recommendation of the Audit Committee and approval of the Board of Directors of the Company, consent of the Company be and is hereby accorded for the appointment

of M/s. Kashyap R. Mehta & Associates, a proprietor firm of Practicing Company Secretaries, Peer Reviewed (FCS-1821, COP-2052, PR-5709/2024), as the Secretarial Auditors 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 on such remuneration and reimbursement of out of pocket expenses for the purpose of audit as may be approved by the Board of Directors of the Company.

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

By Order of the Board of Directors For Windsor Machines Limited

Place: Gandhinagar Date: August 06, 2025

Registered Office:

Rohit Sojitra

Company Secretary and Compliance Officer Membership No. ACS 53623

102/103, Devmilan Co. Op. Housing Society, Next to Tip Top Plaza, L B S Road, Thane (w), Maharashtra, PIN: 400 604. CIN: L99999MH1963PLC012642 Tel: +91 22 25836592, Fax: +91 22 25836285 Email: cs@windsormachines.com Website: www.windsormachines.com

Corporate Office:

Plot No. 5402-5403, Phase IV, GIDC Vatva, Ahmedabad, Gujarat, PIN:382445 Tel: +91 79 30262100, Fax: +91 79 25842145

ANNUAL REPORT 2024 - 25

==> picture [42 x 43] intentionally omitted <==

NOTES

1. The Ministry of Corporate Affairs (“MCA”) has, vide its General Circular no. 09/2024 dated September 19, 2024, read together with General Circular no. 20/2020 dated May 05, 2020, General Circular no. 02/2022 dated May 05, 2022, General Circular no. 10/2022 dated December 28, 2022, General Circular no. 09/2023 dated September 09, 2023 (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 convened through VC / OAVM in compliance with applicable provisions of the Companies Act, 2013 read with the MCA circulars. Hence 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. 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.

4. 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.

5. Ms Rama Subramanian, Company Secretary in Practice (ACS 15923; COP10964) has been appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer will submit her report to the Chairman or any person authorised by the Chairman after the completion of scrutiny and the result of the remote e-

voting process will be announced by the Chairman, or such person as authorized, within 2 (two) working days from the conclusion of the e-voting period. The Scrutinizer’s decision on the validity of the e-voting shall be final and binding.

1. 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.

2. 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.

3. 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.

4. In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2024-25 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 2024-25 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.

5. 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.

6. 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.

2 | 3

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

2. 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.

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

4. Pursuant to Section 91 of the Act, the Register of Members and the Share Transfer Books of the Company will be closed from Sunday, September 14, 2025 to Saturday, September 20, 2025 (both the days inclusive).

5. 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.

6. 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.

7. 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.

8. 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@in.mpms.mufg.com Member(s) holding shares in demat form may contact their respective DPs for availing this facility.

9. 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.

20. THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E- VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• a. 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, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. 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 AGM will be provided by CDSL.

• b. 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. 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 EGM/AGM without restriction on account of first come first served basis.

• c. In line with the Ministry of Corporate Affairs (MCA) Circulars, the Notice calling the AGM 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 Notice is also disseminated 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.

• d. The voting period begins at 09:00 am (IST) on Wednesday, September 17, 2025 and ends at 05:00 pm (IST) on Friday, September 19, 2025. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e., Saturday, September 13, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 13, 2025.

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

• f. Pursuant to SEBI Master Circular No. SEBI/HO/CFD/ PoD2/CIR/P/0155 dated 11.11.2024, 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-

ANNUAL REPORT 2024 - 25

==> picture [42 x 43] intentionally omitted <==

voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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

• g. I n te r m s o f S E B I M a ste r C i rc u l a r N o . SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11.11.2024 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.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository

• 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 My Easi (Token) 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 & My Easi (Token) 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.

Individual Shareholders holding securities in demat mode with NSDL Depository

• 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-

4 | 5

Type of shareholders

Login Method

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.

• 4) For OTP based login you can click on https://eservices.nsdl.com/ SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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 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) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will 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.

ANNUAL REPORT 2024 - 25

==> picture [42 x 43] intentionally omitted <==

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			Helpdesk details
	Individual Shareholders holding			Members facing any technical issue in login can contact CDSL helpdesk by sending a
	securities in Demat mode withCDSL			request athelpdesk.evoting@cdslindia.comor 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 withNSDL			request atevoting@nsdl.co.inor call at : 022 4886 7000 & 022 2499 7000

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

• (k) 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

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

• Ÿ 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.

Dividend Bank Details OR Date of Birth (DOB)

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.

• Ÿ 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.

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

• (m) 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.

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

• (o) Click on the EVSN for Windsor Machines Limited on which you choose to vote.

• (p) 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.

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

6 | 7

• (r) 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.

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

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

• (u) 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.

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

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

• Ÿ 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.

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

• Ÿ 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.

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

• Ÿ 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.

• Ÿ 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.

21. 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 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.

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 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.

7. 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 at least 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 number, email id, mobile number at cs@windsormachines.com. These queries will be replied to by the company suitably by email.

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

9. Only those shareholders, who are present in the AGM 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 AGM.

ANNUAL REPORT 2024 - 25

==> picture [42 x 43] intentionally omitted <==

22. 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.

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: Gandhinagar Date: August 06, 2025

Registered Office:

Rohit Sojitra Company Secretary and Compliance Officer Membership No. ACS 53623

102/103, Devmilan Co. Op. Housing Society, Next to Tip Top Plaza, L B S Road, Thane (w), Maharashtra, PIN: 400 604. CIN: L99999MH1963PLC012642 Tel: +91 22 25836592, Fax: +91 22 25836285 Email: cs@windsormachines.com Website: www.windsormachines.com

Corporate Office:

Plot No. 5402-5403, Phase IV, GIDC Vatva, Ahmedabad, Gujarat, PIN:382445 Tel: +91 79 30262100, Fax: +91 79 25842145

8 | 9

EXPLANATORY STATEMENT

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

ITEM NO.4: Ratification of Cost Auditor's Remuneration:

In accordance with the provisions of Section 148 of the Companies Act, 2013 (the Act) read with the Companies (Cost Records and Audit) Rules, 2014 (“the Rules”), as amended from time to time, the Company is required to have an audit of its cost records to be conducted by a cost accountant for products covered under the Companies (Cost Records and Audit) Rules, 2014. The Board, based on the recommendation of the Audit Committee, has approved the re-appointment of M/s. Ashish Bhavsar & Associates, Cost Accountants (Firm Registration No. 000387) as the Cost Auditors to conduct the audit of the cost records of the Company, for the financial year ending March 31, 2026, at a remuneration of ``` 90,000/- (Rupees Ninety Thousands Only), plus GST and all out of pocket expenses incurred, if any, in connection with the Cost Audit.

In pursuance of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by the Members of the Company. Accordingly, the consent of the Members is sought for passing an Ordinary Resolution as set out in Item No. 4 of the Notice for ratification of the remuneration payable to the Cost Auditors, for the financial year ending March 31, 2026. The Board of Directors recommends an Ordinary Resolution set out at item no. 04 of the Notice for approval by members of the Company.

On recommendation of the Audit Committee at its meeting held on May 26, 2025, 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, 2026 at a remuneration of ``` 90,000/-, exclusive of reimbursement of 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 in any way financially or otherwise, concerned or interested or deemed to be concerned or interested in the said resolution.

ITEM NO.5: Appointment of Secretarial Auditors of the Company:

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to annex a Secretarial Audit Report to its Board's Report, which is prepared under Section 134(3) of the Act. In addition, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“SEBI Listing Regulations”) mandates that every listed entity must conduct a Secretarial Audit and annex the report to its Annual Report.

SEBI vide its notification dated December 12, 2024 amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the Listing Regulations). The amended regulation read with the SEBI circular no. SEBI/HO/ CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 (the circular), is required to undertake Secretarial Audit through a peer reviewed Company Secretary in practice and annex a Secretarial Audit Report in such form as specified by SEBI, to annual report of the Company.

As per the amended Regulation 24A of the Listing Regulations, every listed Company on the recommendation of the Board of Directors shall appoint Secretarial Audit firm for a maximum of two terms of five consecutive years or an individual for not more than one term of five consecutive years with shareholder approval to be obtained at the Annual General Meeting.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s. Kashyap R. Mehta & Associates, a proprietor firm of Practicing Company Secretaries, Peer Reviewed (FCS-1821, COP-2052, PR5709/2024), as the Secretarial Auditors of the Company for a term of five consecutive years commencing from April 01, 2025 to March 31, 2030, subject to the approval of shareholders.

In recommending M/s. Kashyap R. Mehta & Associates, Practising Company Secretaries, the Audit Committee and the Board considered several parameters including:

• Ÿ Experience as Secretarial Auditors in the Company's business segments,

• Ÿ Eligibility and Capability to manage assignment with scale of the Company,

• Ÿ Industry reputation, clientele, and technical proficiency.

M/s. Kashyap R. Mehta & Associates is a well-established a proprietor firm of Practising Company Secretaries, registered with the Institute of Company Secretaries of India (ICSI), and holds a valid peer review certificate. The firm is led by experienced professionals with domain expertise across corporate governance, legal compliance, advisory services, litigation support, and due diligence. The proprietor's expert knowledge and professional ethics align well with the compliance and governance standards expected by the Company.

ANNUAL REPORT 2024 - 25

==> picture [42 x 43] intentionally omitted <==

Key terms of appointment:

• Ÿ Tenure: April 1, 2025 to March 31, 2030 (five financial years).

• Ÿ Remuneration for FY 2025-26: ₹ 1,75,000/- (Rupees One Lakh Seventy Thousand only) plus applicable taxes and out-of-pocket expenses.

• Ÿ Basis of Fee Determination: Scope of audit, experience, time required, and domain expertise.

• Ÿ Additional Services: Any fee for statutory certifications or professional services other than Secretarial Audit will be separately determined by the management in consultation with Secretarial Auditor and approved by the Board of Directors and/or Audit Committee.

• Ÿ Future Remuneration: The remuneration for subsequent years (FY 2026 to FY 2029) shall be reviewed and approved by the Board and/or Audit Committee.

• Ÿ The fee proposed for FY 2025-26 remains materially unchanged from that paid for FY 2024-25, and therefore, there is no material change in remuneration warranting a separate justification.

• Ÿ M/s. Kashyap R. Mehta & Associates has provided its written consent to act as the Secretarial Auditors of the Company and has confirmed its eligibility under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

• Ÿ Accordingly, the Ordinary Resolution at Item No. 5 is recommended for approval of the Members.

• Ÿ None of the Directors, Key Managerial Personnel and their relatives are in any way financially or otherwise, concerned or interested or deemed to be concerned or interested in the said resolution.

By Order of the Board of Directors For Windsor Machines Limited

Place: Gandhinagar Date: August 06, 2025

Registered Office:

Rohit Sojitra

Company Secretary and Compliance Officer Membership No. ACS 53623

102/103, Devmilan Co. Op. Housing Society, Next to Tip Top Plaza, L B S Road, Thane (w), Maharashtra, PIN: 400 604. CIN: L99999MH1963PLC012642 Tel: +91 22 25836592, Fax: +91 22 25836285 Email: cs@windsormachines.com Website: www.windsormachines.com

Corporate Office:

Plot No. 5402-5403, Phase IV, GIDC Vatva, Ahmedabad, Gujarat, PIN:382445 Tel: +91 79 30262100, Fax: +91 79 25842145

10 | 11

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. Vivek Chopra
DIN	10240558
Age / Date of Birth	Age 41 years / March 28,1984
Date of first appointment on the Board	September 21, 2024
Position held	Non-Executive Non-Independent Director
Qualifications	Bachelor of Arts with Honours in Economics
Expertise in specific functional areas	Expertise in business transformation initiatives, helping companies
	enhance revenue, profitability, and operational processes.
Experience	Mr. Vivek Chopra brings with him over 15 years of rich experience in
	consulting, corporate strategy, and investing. He has played an
	instrumental role in several large-scale business transformation
	initiatives, helping companies enhance revenue, profitability, and
	operational processes. He is currently serving as Executive Director –
	Investments at Plutus Wealth Management LLP, where he assists
	portfolio companies in implementing strategic initiatives for
	sustainable growth, improving profitability, and guiding companies in
	scaling up and optimizing their performance.
	Mr. Vivek Chopra holds a Bachelor of Arts with Honours in Economics
	from Shri Ram College of Commerce, Delhi, and a PGDM from IIM
	Indore.

	Indore.
Directorship in other Companies	1. PROVOGUE (INDIA)	PRIVATE LIMITED
	2. EDTERRA EDVENTURES PRIVATE LIMITED
	3. NAZARA TECHNOLOGIES LIMITED
Chairmanship/Membership of Committees of	Nil
other company.
Remuneration last drawn for FY 2024-25 and	Nil
sought to be paid
Terms & Condition of appointment/re- appointment	Re-appointment upon retirement by rotation
No. of Shares of the Company (including Beneficial	Nil
Ownership)
Disclosure of relationship between Director	None
inter-se & KMP
Name of listed entities from which the person	Nil
has resigned in the past three years
Board Meetings attended during the financial	Held	6
year 2024-25.	Attended	6
Skills and capabilities required for the role as	Not Applicable
an Independent Director and manner in which the
proposed person meets such requirements

Place: Gandhinagar Date: August 06, 2025

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), Maharashtra, PIN: 400 604. CIN: L99999MH1963PLC012642

Corporate Office:

Plot No. 5402-5403, Phase IV, GIDC Vatva, Ahmedabad, Gujarat, PIN:382445

Rohit Sojitra Company Secretary and Compliance Officer Membership No. ACS 53623

ANNUAL REPORT 2024 - 25