Windsor Machines Limited

==> picture [84 x 61] intentionally omitted <==

Corporate Identification Number: L99999GJ1963PLC168458

Registered Office Address: Floor 3 & 4, Corporate House No. 06, Block B, Magnet Corporate Park, OFF. S G Highway, Thaltej, Ahmedabad-380054, Gujarat, Website : www.windsormachines.com Email ID : [email protected], Contact Number: +91 79 69360300/01/02/03/04/05

November 08, 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: Monitoring Agency Report for quarter ended September 30, 2025.

Reference: Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [“SEBI ICDR Regulations, 2018”] and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, [“SEBI Listing Regulations, 2015”].

Dear Sir/Madam,

With reference to the captioned subject and pursuant to Regulation 162A(4) of SEBI ICDR Regulations, 2018 and Regulation 32 (6) of SEBI Listing Regulations, 2015, we are enclosing herewith the Monitoring Agency Report for the quarter ended September 30, 2025, issued by ICRA Limited, in respect to utilization of proceeds from Preferential Issue of the Company.

Kindly take the above information on your record.

For Windsor Machines Limited

ROHIT Digitally signed by ROHIT DINESHBHAI DINESHBHAI SOJITRA Date: 2025.11.08 20:09:13 SOJITRA +05'30'

Rohit Sojitra

Company Secretary and Compliance Officer

Encl: a/a

==> picture [497 x 32] intentionally omitted <==

September 2025

MONITORING AGENCY REPORT

Name of the Issuer: Windsor Machines Limited

For quarter ended: September 30, 2025

Name of the Monitoring Agency: ICRA Limited

(a) Deviation from the objects of the issue:

No deviation - The utilization of the issuance proceeds is in line with the objects of the issue.

(b) Range of deviation:
Not Applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013. The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that we do not perceive any conflict of interest in such relationship/ interest while monitoring and reporting the utilization of the issue proceeds by the issuer. We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature:

PARUL Digitally signed by PARUL GOYAL GOYAL NARANG Date: 2025.11.08 NARANG 10:00:07 +05'30'

Parul Goyal Narang Vice President & Head-Process Excellence

Analyst : Dhwani Vinchhi

Quality Analyst : Parul Narang

September 2025

1. Issuer Details

Name of the Issuer : Windsor Machines Limited

Name(s) of the promoters:

Promoters

Plutus Investments And Holding Private Limited

Source: BSE

Industry/ sector to which it belongs :

Manufacturer of Plastic Processing Machinery

2. Issue Details

Issue Period : Opening date- January 06, 2025 Closing date- January 08, 2025

Type of Issue : Preferential Issue

Type of specified securities : Equity and Warrants fully convertible into Equity shares.

IPO Grading, if any : Not Applicable, since it’s a preferential Issue

Issue Size (Rs. Crore): INR 725.00 Crore (2,60,62,027 warrants + 1,17,27,910 equity *191.85 each)

With OFS portion :NA Excluding OFS portion : NA

Net proceeds : INR 725.00 Crore

Note: The proceeds credited to the Net Proceeds account stood at INR 462.50 Crore as on 30[th ] September 2025, as part payment was received against warrants. Hence ICRA will be monitoring INR 462.50 Crore in Q2 FY2026.

September 2025

3. Details of the arrangement made to ensure the monitoring of issue proceeds.

Particulars	Reply	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Comments of the Monitoring Agency	Comments of the Issuer’s Board of Directors
Whether all utilization is as per the disclosures in the Offer Document?	*Yes*	-Peer-reviewed Auditor Certificate -Confirmation from management -Bank statement of the Escrow account/corresponding bank account statements	No deviation observed	-
Whether shareholder approval has been obtained in case of material deviations#from expenditures disclosed in the Offer Document?	*Not* *Applicable*	As confirmed by the Issuer’s management	No comments	-
Whether the means of finance for the disclosed objects of the issue has changed?	No	As confirmed by the Issuer’s management	No comments.	-
Is there any major deviation observed over the earlier monitoring agency reports?	No	No deviation observed.	No comments	-
Whether all Government/ statutory approvals related to the object(s) have been obtained?	*Yes*	As confirmed by the Issuer’s management	GPCB Approval Received	-
Whether all arrangements pertaining to technical assistance/ collaboration are in operation?	*Not* *Applicable*	As confirmed by the Issuer’s management	As understood from the Issuer’s management	-
Are there any favorable events improving the viability of these object(s)?	No	As confirmed by the Issuer’s management	As understood from the Issuer’s management	-
Are there any unfavorable events affecting the viability of the object(s)?	No	As confirmed by the Issuer’s management	As understood from the Issuer’s management	-
Is there any other relevant information that may materially affect the decision making of the investors?	No	As confirmed by the Issuer’s management	As understood from the Issuer’s management	-

September 2025

4. Details of the object(s) to be monitored.

(i) Cost of object(s)

S.N.	Item Head	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Original cost (as per the offer document) [Rs. Crore]	Revised cost [Rs. Crore]	Comments of the Monitoring Agency	Comments of the Issuer’s Board of Directors	Comments of the Issuer’s Board of Directors	Comments of the Issuer’s Board of Directors
						Reason for cost revision	Proposed financing option	Particulars of firm arrangements made
1	To fund the acquisition of Global CNC Private Limited and related expenses	Resolution passed at EGM of the company held on December 06.2024	344.00	Not applicable	Not applicable	-	-	-
2	Funding Capex Requirements	Same as above	165.00	Not applicable	Not applicable	-	-	-
3	Working Capital Requirement for Company	Same as above	63.80	Not applicable	Not applicable	-	-	-
4	Working Capital Requirement for Global CNC Private Limited	Same as above	52.20	Not applicable	Not applicable	-	-	-
5	General corporate purposes	Same as above	100.00	Not applicable	Not applicable	-	-	-
Total			725.00

September 2025

(ii) Progress in the object(s)

S.N.	Item Head	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Amount as proposed in the offer document [Rs. Crore]	Amount utilized [Rs. Crore]	Amount utilized [Rs. Crore]	Amount utilized [Rs. Crore]	Total unutilized t	Comments of the Monitoring Agency	Comments of the Monitoring Agency

				As at the beginning of the quarter					Reasons for idle funds
					Di	A h
						t te	amoun [R
					urng th	d f
						en o	s. C]
					e t	th
						e	rore
					quarer	quarter
1	Issue Related Expenses	-Bank statement of the Escrow account	-	-	-	-	-	No comments	-
	Objects for utilization of Net Proceeds
1	To fund the acquisition of Global CNC Private Limited and related expenses	-Peer-Reviewed CA Certificate -Bank statement of the Escrow account/corresponding bank account statements	344.00	342.77	-	342.77	1.23	No comments	-
2	Funding Capex Requirements	Same as above	165.00	62.69	19.02	81.71	83.29	No comments	-
3	Working Capital Requirement for Company	Same as above	63.80	10.00	-	10.00	53.80	No comments	-
4	Working Capital Requirement for Global CNC Private Limited	Same as above	52.20	10.00	3.00	13.00	39.20	No comments	-
5	General corporate purposes	Same as above	100.00	15.00	-	15.00	85.00	Reimbursement taken for INR 2.19 Crore incurred earlier by the company from its internal accruals	-

September 2025

Total 725.00 440.46 22.02 462.48 262.52*

*Actual unutilized proceeds stood at INR 0.02 Crore as only part payment was received against the warrants as of 30[th] June 2025.

(iii) Deployment of unutilized proceeds

S.N.	Type of instrument and name of the entity invested in	Amount invested. [Rs. Crore]	Maturity date	Earning [Rs. Crore]	Return on Investment [%]	Market Value as at the end of quarter [Rs. Crore]
1	Balance lying in share Application account as on 30th September 2025	0.02	-	-	-	0.02
Total		0.02	-	-	-	0.02

Source: As certified by JBTM & Associates LLP

(iv) Delay in the implementation of the object(s)

	Completion date	Completion date		Comments of the Issuer’s Board of Directors	Comments of the Issuer’s Board of Directors
Object(s)	As per the offer document	Actual	Delay [Number of days or months]	Reason for delay	Proposed course of action
To fund the acquisition of Global CNC Private Limited and related expenses	Within 6 months	On Schedule	N.A.	-	-
Funding Capex Requirements	Within 18 months	On Schedule	N.A.	-	-
Working Capital Requirement for Company	Within 18 months	On Schedule	N.A.	-	-
Working Capital Requirement for Global CNC Private Limited	Within 18 months	On Schedule	N.A.	-	-
General corporate purposes	Within 36 months	On Schedule	N.A.	-	-

Source: As confirmed by the Issuer’s management

September 2025

5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document	5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document	5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document	5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document	5. Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document
S.N.	Item Head	Amount [Rs. Crore]	Source of information, certifications considered by the Monitoring Agency for the preparation of report	Comments of the Monitoring Agency	Comments of the Issuer’s Board of Directors
1	Payment to vendors in Q1FY2026	3.76	-Statutory Auditor Certificate -Bank statement of share application account/corresponding bank account statements	No Comments	-
2	One time settlement payment to worker as per agreement in Q1FY2026	11.24	-Statutory Auditor Certificate -Bank statement of the share application account/corresponding bank account statements	No Comments	-
Total		15.00

AI assistant

Windsor Machines Limited Capital/Financing Update 2025

59254_rns_2025-11-08_3590dcee-7258-4f0d-9145-ed1326eb7bc8.pdf