Directors Report of Windsor Machines Ltd.

Mar 31, 2025

Your Directors are pleased to present the 62^nd Annual Report of Windsor Machines Limited along with Audited Financial Statements
for the financial year ended March 31, 2025 (''''FY 2024-25 / FY 2025").

1. PROMOTER - PLUTUS INVESTMENTS AND HOLDING PRIVATE LIMITED

Plutus Investments and Holding Private Limited ("Plutus") entered into a Share Purchase Agreements with Castle Equipments Private
Limited ("Castle"), erstwhile promoter of the Company on June 18, 2024 pursuant to which Plutus acquired from Castle 3,50,00,000
equity shares at '' 100/- per equity share.

Open Offer

Plutus made an open offer to acquire 1,68,82,268 fully paid-up equity shares at face value of '' 2/- per equity share at a premium of
'' 98/- per equity share representing 26% of the fully paid-up equity share capital of the Company pursuant to the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and received 2,247 equity shares
tendered by eligible Members.

Pursuant to above, Plutus Investments and Holding Private Limited is designated as sole promoter of the Company with effect from
September 10, 2024.

2. PERFORMANCE OF THE COMPANY:

2.1 FINANCIAL RESULTS AND PERFORMANCE:

The table below sets forth the key financial parameter of the Company''s performance during the financial year:

FINANCIAL HIGHLIGHTS	Standalone 2024-25 2023-24		Consolidated 2024-25 2023-24
Revenue from Operations	32,759.85	33992.90	36,872.11	35,397.05
Other Income	135.42	262.79	157.30	294.70
Total Income	32,895.27	34255.69	37,029.41	35,691.75
Less: Total Expenses	30,195.52	31482.80	34,476.05	33,167.62
Earnings Before Interest, Tax and Depreciation	2,699.75	2772.89	2,553.36	2,524.13
Less: Finance Cost	514.16	725.93	803.09	1,521.79
Less: Depreciation	1,762.03	1495.15	1,795.89	1,564.00
Profit/ (Loss) before Tax (PBT) & Exceptional Items	423.56	551.81	(45.62)	(561.66)
Exceptional Items	(736.34)	-	2,036.75	-
Profit/ (Loss) before Tax (PBT)	(312.78)	551.81	1,991.13	(561.66)
Add/ (Less): Current Tax	(3,001.39)	(368.26)	(3,101.86)	(368.26)
Add/ (Less): Deferred Tax	786.98	158.54	788.18	158.54
Profit/ (Loss) after Tax (PAT)	(2,527.19)	342.09	(322.55)	(771.38)
Owners of equity	-	-	741.91	(769.71)
Non-controlling interest	-	-	(1,064.47)	(1.67)
Other Comprehensive Income / (Loss)	(51.79)	(37.08)	(50.43)	(37.08)
Exchange differences on translation of foreign operations Profit / (Loss)	-	-	397.96	97.14
Total Comprehensive Income / (Loss) for the period	(2,578.98)	305.01	24.98	(711.32)
Add: Opening Balance in Retained Earnings / Profit & Loss	27,144.88	27,489.19	24,149.04	25,605.15
Total Profit / (Loss)	24,565.90	27,794.20	24,840.52	24,798.36
a) Dividend on Equity shares paid during the year (related to previous year)	(324.66)	(649.32)	(324.66)	(649.32)
b) Dividend Distribution Tax	-	-	-	-
c) Opening Foreign currency translation reserve derecognised			195.90
d) Transfer from ESOP outstanding account	-	-
Balance carried to Balance Sheet	24,241.24	27,144.88	24,711.76	24,149.04

Standalone: During the year under review, the Total Revenue of your Company was '' 32,759.85 Lakhs as compared to
'' 33,992.9 Lakhs in the previous year. The Profit/(Loss) after tax (''PAT'') attributable to shareholders for the year stood at
('' 2527.19) lakhs, against '' 342.09 lakhs in previous year.

Consolidated: During the year under review, the Total Revenue of your Company was '' 36,872.11 Lakhs as compared to
'' 35,397.05 Lakhs in the previous year. The Profit/(Loss) after tax (''PAT'') attributable to shareholders for the year stood at
('' 322.55) lakhs, against ('' 771.38) lakhs in previous year.

2.2 DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:

The Board of Director did not recommend any dividend due to
loss incurred by the Company for the financial year ended
March 31, 2025.

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the SEBI (LODR) Regulation, 2015") as
amended, the Company has formulated a Dividend Distribution
Policy on Voluntary basis, by which details various
considerations based on which the Board may recommend or
declare Dividend. The Policy is available on the website of the
Company at www.windsormachines.com.

2.3 TRANSFER TO RESERVES:

Since there were no profits during the year, there was no
transfer of amounts to the reserves. The Board of Directors of
your Company has decided not to transfer any amount to the
reserve for the financial year ended March 31, 2025. As on
March 31, 2025, Reserves, Surplus and premium of the
Company were at '' 70,100.29 crores.

3. SHARE CAPITAL:

Authorised Share Capital

The authorised share capital of the Company as on March 31,
2025 is '' 40,00,00,000/- (Rupees Forty crores only) divided into
15,00,00,000 (Fifteen crores only) Ordinary Equity Shares of
'' 2/- each (Rupees two only) and 5,00,00,000 (Five crores only)
Differential Voting Rights Shares of '' 2/- each (Rupees Two
only).

Preferential allotment of Equity shares and Share Warrants on
Private Placement basis

During FY 2025, the Company made preferential allotment of
Equity shares and Share Warrants as follows:

i. Equity shares: 1,17,27,910 equity shares were allotted on
January 9, 2025 with a face value of '' 2/- per equity share
at a premium of '' 189.95/- per equity share.

ii. Share Warrants: 2,60,62,027 warrants were allotted on
January 9, 2025 each convertible into, or exchangeable, at
the option of the Investor, within a maximum period of 18
months from the date of allotment into an equivalent
number of fully paid-up equity shares of the Company with
a face value of '' 2/- each, at an exercise price of '' 191.85/-
per Share Warrant.

iii. Equity shares on conversion of share warrants: 78,18,608
equity shares were allotted on February 21, 2025 with a
face value of '' 2/- each equity share at a premium of
'' 189.85/- equity share consequent to the rights of
conversion attached to Share Warrants.

Utilization of funds raised through issue of Equity shares and
Share warrants on preferential base:

The Company had raised total funds of '' 46,249.99 Lakhs
approx. on allotment of equity shares and share warrants
(including upon conversion of 78,18,608 warrants into equity at
a price of '' 191.85/- each including premium of '' 189.95/-)
through preferential issue to promoter group and non¬
promoter.

As on March 31, 2025, the Company has utilized an aggregate
amount of '' 38,363.00 Lakhs. There has been no deviation in
the use of proceeds from the object stated at the time of the
issue.

Paid-up Share Capital

The paid-up equity share capital of the Company as on March
31, 2025 is '' 16,89,56,636/- (Rupee Sixteen Crores Eighty Nine
Lakhs Fifty Six Thousand Six Hundred and Thirty Six) comprising
of 8,44,78,318 equity shares of '' 2/- each fully paid up.

4. OPERATIONS:

During the year under review, your Company has sold 323
machines to achieve turnover of '' 324.78 crores as compared to
382 machines in the previous year with a turnover of
'' 337.22 Crores.

The Board of Directors holds a strong belief in sustaining
profitable operations in the ongoing years, notwithstanding the
industry''s cyclicality presenting certain challenges. Additional
insights and detailed information can be found in the
Management Discussions and Analysis Report, which is an
integral part of this report.

5. BUSINESS OUTLOOK:

Considering the opportunities, threats, and strengths of your
Company, management anticipates increasing market share
through new product launches and expanding geographical
coverage to additional regions. The management believes that
the future prospects and growth of your Company will largely
depend on the overall economic environment. Nonetheless, all
necessary actions have been initiated to position us for future
leadership.

6. LOANS, GUARANTEES, INVESTMENT & SECURITIES
PROVIDED:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, your Directors confirm
that:

(a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under Schedule
III to the Act, have been followed and there are no material
departures from the same;

(b) the Directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31, 2025 and of the loss of the Company for the
year ended on that date;

(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a
going concern basis;

(e) the Directors have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

8. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in ANNEXURE - A and forms part of this Report.

9. INSURANCE:

All the assets of your Company including buildings,
machineries, fixtures, other fixed assets, stocks-raw materials,
WIP, finished goods, etc. have been adequately insured.

10. DEPOSITORY:

The Company''s equity shares are traded compulsorily in

dematerialised form as per the SEBI guidelines. The Company''s
equity shares are available for dematerialisation with both the
depositories, viz. National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). The
International Securities Identification Number (ISIN) of the
Company''s equity shares is INE052A01021.

In view of the numerous advantages offered by the Depository
system, members are requested to avail of the facility of
dematerialization of the Company''s equity shares on either of
the Depositories.

11. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the
Pollution Control Regulations in the State of Gujarat. Necessary
measures are undertaken to ensure that the operations of the
Company are conducted in an environmentally responsible
manner. The Company remains committed to minimising its
environmental impact through adherence to applicable laws,
optimisation of resource usage, and adoption of sustainable
practices wherever feasible.

12. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited
("BSE") and National Stock Exchange of India Limited ("NSE").
The Annual Listing fees for the financial year 2025-26 has been
paid to BSE and NSE within the prescribed timeline.

13. ELECTRONIC VOTING:

In compliance with the provisions of Section 108 of the
Companies Act, 2013 and the rules made thereunder, as well as
Regulation 44 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company provides its
members with the facility to exercise their right to vote on
resolutions proposed at General Meetings by electronic means.

Your Company has entered into an agreement with NSDL and
CDSL for providing facility of e-voting to its shareholders for the
year 2024-25, your Company has availed services of CDSL for
providing facility of remote e-voting to its shareholders for
casting their vote electronically.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of your Company comprised of eminent persons with
proven competence and integrity. Besides the experience,
strong financial acumen, strategic astuteness and leadership
qualities, they have a significant degree of commitment
towards the Company and devote adequate time to the
meetings and preparations. In terms of requirement of the SEBI
Listing Regulations the Board has identified core skills, expertise
and competencies of the Directors in the context of the
Company''s businesses for effective functioning, which are
detailed in the Corporate Governance Report.

As on March 31, 2025, the Board of Directors of your Company
comprises 7 (Seven) Directors of which 2 (Two) are Non¬
Executive Non Independent Director, 3 (Three) are Non¬
Executive Independent Directors including one Woman
Director and 2 (Two) are Executive Directors. Detailed
composition of the Board of Directors has been provided in the
Corporate Governance Report which is annexed to and forms
an integral part of this Board''s Report.

Changes in Directorship:

• Mr. Avinash Jain (DIN: 00058481), was appointed as an
additional director in category of Non-executive Non¬
independent Director w.e.f. May 08, 2024 and resigned as
an additional director w.e.f. July 05, 2024.

• Mr. Mahendra Kumar Arora, Mr. Shishir Vasant Dalal, and
Ms. Mahua Roy Chowdhury resigned as independent
directors of the Company w.e.f. September 20, 2024.
Mr. Manoj Lalchand Lodha resigned as an independent
director of the Company w.e.f. January 18, 2025.

• Ms. Garima Malhotra (DIN: 10762983), Mr. Manoj
Dineshchandra Antani (DIN: 05177142), Mr. Subhendu Roy
(DIN: 10763149) were appointed as independent directors
of the Company w.e.f. September 21, 2024 and Mr. Vinit
Dharamshibhai Bediya (DIN: 07915192) and Mr. Vivek
Chopra (DIN:10240558) were appointed as Non-Executive
Non-Independent Directors of the Company w.e.f.
September 21, 2024.

• On recommendation of the Nomination Remuneration
Committee and the Board of Directors, Mr. Vinay Bansod,

Whole Time Director and CEO (DIN: 09168450) has been
reappointed as Whole Tome Director and CEO of the
Company for a period of 3 years w.e.f. May 13, 2024.

• Mr. Hitendrabhai Hasmukhbhai Patel was appointed as
director (category of executive director) of the Company
w.e.f. February 01, 2025 and Mr. Ravi Mamodiya was
appointed as an independent director of the Company w.e.f.
April 10, 2025.

Changes in Key Managerial Personnel

• Mr. Rohit Dineshbhai Sojitra was appointed as Company
Secretary and Compliance officer of the Company w.e.f.
February 01, 2025 in place of Mr. Nikhil Vadera who resigned
as Company Secretary and Compliance officer w.e.f. January
22, 2025.

Retirement by Rotation

• In accordance with the provision of Section 152 of the Act
read with rules made thereunder and the Articles of
Association of the Company, Mr. Vivek Chopra (DIN:
10240558), Non-Executive, Non- Independent Director of
the Company, retires by the rotation at the ensuing AGM and
being eligible, has offered himself for re-appointment.
Details of the Directors proposed to be re-appointed at the
ensuing Annual General Meeting, as required by Regulation
36(3) of the SEBI Listing Regulations and SS-2 (Secretarial
Standard on General Meetings) are provided at the end of
notice convening the 62 nd Annual General Meeting.

The Directors and Key Managerial Personnel of the Company as on date of this report are as under:

Sr. No.	Name	Designation	Date of Appointment
1	Mr. Vinay Girdhar Bansod	Whole Time Director and CEO	13-05-2021
2	Mr. Hitendrabhai Hasmukhbhai Patel	Executive Director	01-02-2025
3	Mr. Vinit Dharamshibhai Bediya	Non-Executive -Non Independent Director	21-09-2024
4	Mr. Vivek Chopra	Non-Executive - Non Independent Director	21-09-2024
5	Mr. Subhendu Roy	Non-Executive - Independent Director	21-09-2024
6	Ms. Garima Malhotra	Non-Executive - Independent Director	21-09-2024
7	Mr. Manoj Dineshchandra Antani	Non-Executive - Independent Director	21-09-2024
8	Mr. Ravi Mamodiya	Non-Executive - Independent Director	10-04-2025
9	Mr. Anand Suklal Jain	Chief Financial Officer	11-11-2020
10	Mr. Rohit Dineshbhai Sojitra	Company Secretary	01-02-2025

15. AUDITORS:

A. STATUTORY AUDITORS:

Pursuant to the section 139 of the Companies Act, 2013,
the Members of the Company had appointed M/s JBTM &
Associates LLP, Chartered Accountant (FRN: W100365) as
Statutory Auditors of the Company to hold the office for a
period of 5 (Five) the years from the conclusion of 57th
Annual General Meeting till the conclusion of 62nd Annual
General Meeting of the Company to be held in 2025.
Hence, the existing auditors will complete a tenure of five
years as Statutory Auditors of the Company on the
conclusion of the upcoming 62 nd AGM of the Company.

The Auditors'' Reports for the financial year ended March
31, 2025 on the financial statements (Standalone and
consolidated) of the Company is a part of Annual Report.

Pursuant to the provisions of Section 139 and other
applicable provisions, if any, of the Companies Act 2013
read with the Companies (Audit and Auditors) Rules, 2014
and other applicable provisions if any, the Board of
Directors of the Company at its Meeting held on May 26,
2025, on the recommendation of the Audit Committee,
have made its recommendation to the Members for
appointment of M/s. S K Patodia & Associates LLP,
Chartered Accountants (ICAI Firm Registration No.
112723W/W100962) who have given a written consent to
act as Statutory Auditors of your Company and have also
confirmed that the said appointment would be in
conformity with the provisions of sections 139 and 141 of
the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, as Statutory Auditor of the
Company and to hold office for first term of Five (5)
consecutive years from the conclusion of this 62nd Annual
General Meeting (AGM) until the conclusion of the 67th
AGM to be held in the year 2030 to audit the financial
statement from FY 2025-26 to FY 2029-30 at such
remuneration plus applicable taxes, and out of pocket
expenses, as may be determined and recommended by the
Audit Committee in consultation with the Auditors and
duly approved by Board of Directors of the Company.

B. COST AUDITORS:

As per the requirements of the Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, your Company is required
to maintain cost records and accordingly, such accounts are
made and records have been maintained during the year.

M/s. Ashish Bhavsar & Associates (Firm Registration No.
000387), Cost Accountants was appointed as the Cost
Auditor to audit the cost accounts for the financial year
2024-25. The shareholders, at the 61st Annual General
Meeting held on September 20, 2024, have ratified and
approved '' 90,000 (Rupees Ninety Thousands Only) plus
out of pocket expenses to be paid as remuneration to the
Cost Auditors for auditing the cost accounting records of

the Company for the year ended March 31, 2025. After
closure of the year, considering the recommendation of the
Audit Committee, the Board of Directors has re-appointed
M/s. Ashish Bhavsar & Associates (Firm Registration No.
000387), Cost Accountants as the Cost Auditor, to audit the
cost accounts/records of your Company for the financial
year 2025-26 with remuneration of '' 90,000 (Rupees
Ninety Thousand only) plus applicable Service Tax and
reimbursement of out of pocket expenses at actual, which
is subject to ratify/approval by members at the ensuing
Annual General Meeting. As specified by the Central
Government under sub-section (1) of section 148 of the
Companies Act, 2013, the Company has maintained cost
accounts and records.

C. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013 read with
Rules framed there under and based on recommendation
of the Audit Committee, the Board of Directors has
appointed M/s. Singhi & Co (Firm Registration No.
302049E) as the Internal Auditors of your Company for the
financial year 2024-25.

Report and progress of internal Auditors have been
reviewed and noted by the Audit Committee during the
year.

As per section 138 of the Companies Act, 2013 read with
Rules framed there under and based on recommendation
of the Audit Committee, the Board of Director in their
meeting held on May 26, 2025 has appointed M/s. Moore
Singhi Advisors LLP as Internal Auditors for the financial
year 2025-26.

D. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board has appointed M/s. Kashyap R. Mehta & Associates,
Practicing Company Secretaries (Proprietor FCS: 1821 COP:
2052), as secretarial auditor of the Company for the
financial year 2024-25. The Secretarial Audit Report issued
by M/s Kashyap R. Mehta & Associates, Secretarial Auditors
of your Company for the financial year 2024-25, is annexed
with this Report as ANNEXURE-B. the remarks /
qualifications in the secretarial auditor''s report are self¬
explanatory.

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and in accordance with the requirement of Regulation 24A
of the SEBI (LODR), Regulation, 2015, and subject to
approval of shareholders in ensuing AGM, the Board of
Directors has appointed M/s. Kashyap R. Mehta &
Associates, (Proprietor FCS: 1821 COP: 2052), a proprietor

firm of Company Secretaries in practice to undertake the
Secretarial Audit for a period of five (5) consecutive
financial year from FY 2025-26 to 2029-30.

The Secretarial Auditor has confirmed that he is not
disqualified to act as Secretarial Auditor and is eligible to
hold office as Secretarial Auditor of your Company.

16. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted
any deposits from public within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 and as such, no amount of principal or
interest was outstanding on the date of the Balance Sheet.

17. SUBSIDIARY COMPANIES:

A list of subsidiaries/Associates/joint venture of your Company
is provided as part of the notes to the consolidated financial
statements.

During the year under review, your Company formed/acquired
following subsidiaries:

• Global CNC Private limited - Wholly Owned Subsidiary
During the year under review, the following entities ceased to
be subsidiary or loss of its control of/by your company:

RCube Energy Storage Systems Private Limited - Subsidiary
Wintal Machines SRL, Italy -Subsidiary

Pursuant to the provisions of Section 129, 134 and 136 of the
Act read with rules made thereunder and Regulation 33 of the
SEBI Listing Regulations, your Company has prepared
consolidated financial statements of the Company and a
separate statement containing the salient features of financial
statement of subsidiaries in Form AOC-1 is annexed as
ANNEXURE-C, which forms part of this Integrated Annual
Report.

The Standalone and Consolidated financial statement of the
Company and its subsidiaries for the financial year 2024-25
will be available on website of the Company at
www.windsormachines.com and member can also avail by
email request to the Secretarial Department (email id is
[e-mail] ) of your company.

18. THE BOARD AND COMMITTEES:

During the year under review, the Board met 10 (ten) times as
detailed in the Corporate Governance Report. The intervening
gap between the meetings did not exceed 120 days as
prescribed under the Companies Act, 2013 and SEBI Listing
Regulations.

Details of the composition of the Board and its Committees and
of the Meetings held, attendance of the Directors at such
Meetings and other relevant details are provided in the
Corporate Governance Report, which forms part of this Annual
Report.

recommendations of the Audit Committee by the Board during
the year under review.

19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND(IEPF):

Transfer of unclaimed/unpaid amount to the Investor Education
and Protection Fund'' has been covered in the Corporate
Governance Report forming part of the Annual Report.

20. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company introduced the Employees Stock Option Scheme
("Windsor Stock Options Plan 2016") in accordance with
Securities and Exchange Board of India (Share Based
Employment Benefits) Regulations, 2014. The scheme was
approved by the members of the Company at their general
meeting held on September 29, 2016. The scheme is
announced for all eligible employees (as defined under the
plan) who are in the permanent employment of the Company
(including the managing / whole- time / executive director (s).
Total grant approved by the Company is 30,00,000 options
which are earmarked and to be granted under the scheme over
a period.

Under the scheme 15,00,000 ESOPs were granted on August 13,
2018. Out of which 7,50,000 ESOPs granted at discount of 25%
at ? 62/- got lapsed on August 12, 2020 and balance 7,50,000
Options at discount of 10% at ? 74.34/- got lapsed on August 11,
2021. None of employee has exercised any of the option and
therefore no money realized.

The "Windsor Machines Limited- Employees Stock Options Plan
2022 (WML ESOP Policy 2022)" has been set up by the
Company, which was approved by the shareholders at the
Annual General Meeting held on September 30, 2022. The
Company has received in-principle approval for the issuance of
50,00,000 Equity shares of ? 2/- each under this plan. The
Compensation Committee, based on the eligibility criteria, will
have the sole discretion to decide which employees will receive
Employee Stock Options in a particular grant, which is still
pending as of today.

21. NOMINATION, REMUNERATION AND EVALUATION
POLICY:

The Board has framed Nomination, Remuneration and
Evaluation policy pursuant to Section 178(4) of the Companies
Act, 2013 and Regulation 19 read with Schedule II of the SEBI
(LODR) Regulations, 2015 with an aim to provide a framework
and set standards to nominate, remunerate and evaluate the
Directors, Key Managerial Personnel and officials comprising
the senior management and achieve a balance of merit,
experience and skills amongst its Directors, Key Managerial
Personnel and Senior Management.

This policy is available in the Investors section, under the
"Policies" tab, on the website of the Company and can be
accessed at www.windsormachines.com

22. REMUNERATION RATIO OF THE DIRECTOR / KEY
MANAGERIAL PERSONNEL:

Details pursuant to Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part
of this Report and are annexed herewith as ANNEXURE - D.

23. RELATED PARTY TRANSACTION:

All transactions entered into by the Company with related
parties were in the ordinary course of business and at arm''s
length basis. The Audit Committee grants an omnibus approval
for the transactions that are in the ordinary course of the
business and repetitive in nature. For other transactions, the
Company obtains specific approval of the Audit Committee
before entering into any such transactions. A statement giving
details of all Related Party Transactions are placed before the
Audit Committee on a quarterly basis for its review and to the
Board for approval. There were no material transaction of the
Company with any of its related parties, hence the disclosure
under section 134(3)(h) of the Act in AOC-2 is not applicable.

There are no materially significant related party transactions
entered into by the Company with its Directors/Key Managerial
Personnel or their respective relatives, the Company''s
Promoter(s), its subsidiaries/joint ventures/ associates or any
other related party, that may have a potential conflict with the
interest of the Company at large. The Policy on Related Party

Transactions, as formulated by the Board is available on the
Company''s website i.e. www.windsormachines.com

24. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule
12(1) of the Companies (Management and Administration)
Rules, 2014, the Annual Return, in Form No. MGT-7, as they
stood on the close of the financial year i.e. March 31, 2025 of
the Company is available on the website of the Company at
www.windsormachines.com.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND
COMMITTEE:

Windsor Machines Limited believes that good financial results
are not an end in itself to assess the success of any business;
rather it is a means to achieving higher socio-economic goals.

In terms of section 135 and Schedule VII of the Companies Act,
2013 and Rules framed there under, the Board of Directors of
your Company have constituted a CSR Committee. As on date of
this report, the Committee comprises of namely, Mr. Manoj
Dineshchandra Antani, Mr. Subhendu Roy, Ms. Garima
Malhotra and Mr. Vinit Dharamshibhai Bediya.

The CSR Committee of the Board has formulated CSR Policy
which is approved by the Board of Directors and uploaded on its
website at www.windsormachines.com. The Company has
contributed its CSR fund in line with the schedule VII of the
Companies Act, 2013, to (i) Shivam Education Trust for
expansion of infrastructure facilities at Shree Satya Sai School of
Nursing for women empowerment and making the youth self¬
reliant at Navsari Districtand (ii) Vivekananda Kendra Anandalay
- Supporting value-based education for underprivileged
children through structured academic and extracurricular
activities across multiple states. As per Rule 8(1) of Companies
(Corporate Social Responsibility Policy) Rules, 2014 the Annual
Report on CSR Activities has been attached herewith as
Annexure - E.

26. CORPORATE GOVERNANCE REPORT:

The Company has put in place corporate governance standards
by applying the best management practices, compliance of law
in true letter and spirit and adherence to ethical standards for
effective management and distribution of wealth and discharge
of social responsibility for sustainable development of all
stakeholders.

The Corporate Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Annual Report along with the
required the Auditor''s certificate, regarding compliance of the
conditions of corporate governance, as stipulated.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the
SEBI (LODR) Regulations, 2015, Management Discussion and
Analysis form part of this Annual Report.

28. COMMITTEES OF THE BOARD:

The Company has constituted the various committees as
stipulated under the Companies Act, 2013 and SEBI Listing
Regulations. As on March 31, 2025, the Board has the following
committees:

• Audit Committee

• Nomination Remuneration Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

Details of all the committees of the Board are disclosed in the
Corporate Governance Report, which forms part of this Annual
Report.

29. BOARD EVALUATION:

The Company has devised a Policy for performance evaluation
of Independent Directors, Board, Committees and other
individual Directors which includes criteria for performance
evaluation of the non-executive Directors and executive
Directors.

On the basis of the Policy for performance evaluation of
Independent Directors, Board, Committees and other
individual Directors, a process of evaluation was followed by the
Board for its own performance and that of its Committees and
individual Directors.

30. TRAINING / FAMILIARIZATION PROGRAMME
OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents /
brochures, reports and internal policies to enable them to
familiarize with your Company''s procedures and practices.
Periodic presentations are made at the Board/Committees
meetings on business and performance updates of your
Company, global business environment, business strategy and
risks involved.

Quarterly updates on relevant statutory changes and landmark
judicial pronouncements encompassing important laws are
regularly circulated to your Directors.

Every new Independent Director of the Board attends an
orientation program to familiarize the new inductees with the
strategy, operations and functions of your Company. The
Executive Directors / Senior Management Personnel make
presentations to the inductees about your Company''s strategy,
operations, products, markets, finance, human resources,
technology, quality, facilities and risk management. Further at
the time of appointment of an Independent Director, your
Company issues a formal letter of appointment outlining
his/her role, function, duties and responsibilities as a Director.
The format of letter of appointment is available on the website
of your Company at www.windsormachines.com.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Vigil Mechanism/Whistle Blower policy as envisaged in the
Companies Act, 2013, the Rules prescribed thereunder and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is implemented through the Company''s
Whistle Blower policy to enable the Directors, employees and
all the stakeholders of the Company to report genuine
concerns, to provide for adequate safeguards against
victimization of persons who use such mechanism and make
provision for direct access to the Chairman of the Audit
Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company
may be accessed on its website at the link
https://windsormachines.com/investors/

32. PREVENTION OF INSIDER TRADING:

The insider trading policy of the Company lays down guidelines
and procedures to be followed and disclosures to be made
while dealing with the shares of the Company. The policy has
been formulated to regulate, monitor and ensure reporting of
deals by designated person/ employees and maintain the
highest ethical standards of dealing in Company securities.

33. RISKS MANAGEMENT:

The Company has a risk management policy, which from time to
time, is reviewed by the Audit Committee of Directors as well as
by the Board of Directors. The Policy is reviewed periodically by
assessing the threats and opportunities that will impact the
objectives set for the Company as a whole. The Policy is
designed to provide the categorization of risk into threat and its
cause, impact, treatment and control measures. As a part of the
Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of
people at work are monitored regularly with reference to
statutory regulations and guidelines defined by the Company.

34. CODE OF CONDUCT FOR DIRECTORS/MANAGEMENT
PERSONNEL:

The Board of Directors has laid down a Code of Conduct
applicable to the Board of Directors and Senior Management. A
copy of the Code of Conduct has been uploaded on your
company''s website www.windsormachines.com. The Code has
been circulated to Directors and Senior Management Personnel
and its compliance has been affirmed by them regularly on
annual basis.

35. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to
safeguard and protect from loss, unauthorized use or
disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The
Company is following all the applicable Accounting Standards
for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the Company
checks and verifies the internal control and monitors them in
accordance with policy adopted by the company.

36. DECLARATION OF INDEPENDENT DIRECTORS:

All Independent Directors have furnished respective
declaration stating that they meet the criteria of Independence
as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. The Independent Directors
has also confirmed that they have complied with the Company''s
Code of Business Conduct and Ethics.

The Board is of the opinion that the Independent Directors of
the Company possess requisite skills, qualifications, experience,
knowledge and fulfil the conditions of independence as
specified in the said Act, Rules and Regulations. The Non¬
Executive Directors of the Company had no pecuniary
relationship other than payment of sitting fee, if any, for
attending meetings of Board of Directors and its Committees.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the

Regulators or Courts or Tribunals impacting the going concern
status and operations of your Company, in future.

38. FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and
Secretarial Auditor have not reported any instances committed
in the Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies Act, 2013.

39. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business during the year
under review.

40. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the
financial position of the Company which have occurred
between the end of the financial year 2024-25 and the date of
this report.

41. MEASURES FOR PREVENTION OF SEXUAL HARASSMENT
AT WORK PLACE:

The Company has in place Policy on prevention of Sexual
Harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act, 2013. The Company has constituted the
Internal Complaints Committee to consider and resolve the
complaints related to sexual harassment.

During the year under review, your Company has not received
any complaint pertaining to sexual harassment.

42. DISCLOSURE OF COMPLIANCES ON SECRETARIAL
STANDARDS:

The Company has duly complied with applicable provision of
the Secretarial Standard-1 and Secretarial Standard-2 issued by
Institute of Company Secretaries of India(ICSI) and approved by
Central Government under section 118(10) of the Companies
Act, 2013.

43. INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained
harmonious at all our offices and establishments.

44. GREEN INITIATIVES:

The copy of the Annual Report with the Notice of AGM are being
sent to all members whose email addresses are registered with
the Company/Depository Participant(s). For Members who
have not registered their email addresses, are requested to
contact Company''s Registrar and Share Transfer Agent, MUFG In
time India Private Limited or the Company Secretary of the
Company for obtaining the copy of Annual Report via Email.

45. OTHER DISCLOSURES:

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the details
of application made or any proceeding pending under the
Insolvency and Bankruptcy Code 2016 (31 of 2016) during the
year along with their status at the end of the financial year is not
applicable; and the requirement to disclose the details of the
difference between the amount of the valuation done at the
time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the
reasons thereof is not applicable.

46. ACKNOWLEDGEMENT:

The continued co-operation and support of its loyal customers
has enabled the Company to make every effort in understanding
their unique needs and deliver maximum customer satisfaction.
Our employees at all levels, have been core to our existence and
their hard work, co-operation and support is helping us as a
company face all challenges. Our vendors, who form a part of
our global footprint reinforce our presence across the globe and
relentlessly push forward in establishing Windsor Machines
Limited. Our Company is always grateful for their efforts. The
flagbearers of fair play and regulations, which includes the
regulatory authorities, the esteemed league of bankers,
financial institutions, rating agencies, stock exchanges and
depositories, Auditors, legal advisors, consultants and other
stakeholders have all played a vital role in instilling transparency
and good governance. The Company deeply acknowledges their
support and guidance.

For and on behalf of the Board of Directors of
Windsor Machines Limited

Place: Gandhinagar Vinay Bansod Hitendrabhai Patel

Date: August 06, 2025 Wholetime Director & CEO Director

DIN:09168450 DIN:09176579

---

Mar 31, 2024

The Directors present the 61^st Annual Report of Windsor Machines Limited along with Audited Financial Statements for the year ended 31^st March 2024.

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS:

The table below sets forth the key financial parameters of the Company''s performance during the year under review: ('' In Lacs)
FINANCIAL HIGHLIGHTS	2023-24	2022-23
Revenue from Operations	33,992.90	34,993.56
Other Income	262.79	317.89
Total Income	34,255.69	35,311.45
Less: Total Expenses	31,482.80	30,999.57
Earnings Before Interest, Tax and Depreciation	2,772.89	4,311.88
Less: Finance Cost	725.93	664.45
Less: Depreciation	1,495.15	1,326.58
Profit/ (Loss) before Tax (PBT) & Exceptional Items	551.81	2,320.85
Exceptional Items	-	-
Profit/ (Loss) before Tax (PBT)	551.81	2,320.85
Add/ (Less): Current Tax	368.26	862.00
Add/ (Less): Deferred Tax	(158.54)	(225.28)
Profit/ (Loss) after Tax (PAT)	342.09	1,684.13
Other Comprehensive Income	(37.08)	(46.24)
Total Comprehensive Income for the period	305.01	1,637.89
Add: Opening Balance in Retained Earnings / Profit & Loss	27,489.19	26,500.61
Total Profit	27,794.20	28,138.49
a) Dividend on Equity shares paid during the year (related to previous year)	(649.32)	(649.32)
b) Dividend Distribution Tax	-	-
c) Transfer to General Reserve	-	-
d) Transfer from ESOP outstanding account	-	-
Balance carried to Balance Sheet	27,144.88	27,489.17

On a standalone basis, the revenue for FY 2023-24 was '' 34,255.69 lakhs, compared to the previous year''s revenue of '' 35,311.45 lakhs. The profit after tax (''PAT'') attributable to shareholders for FY 2023-24 was '' 342.09 lakhs, down from '' 1,684.13 lakhs for FY 2022-23.

On a consolidated basis, the revenue for FY 2023-24 was '' 35,691.75 lakhs, compared to the previous year''s revenue of '' 38,410.33 lakhs.

1.2 DIVIDEND:

Your Directors are pleased to recommend for your consideration, a final dividend of '' 0.50/- (Rupee Fifty Paisa only) per equity share of '' 2 each for the financial year 2023-24. The total Dividend amount aggregates to '' 3.25 Crores. This is subject to approval of the Members at forthcoming Annual General Meeting.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulation, 2015") as amended, the Company has formulated a Dividend Distribution Policy on Voluntary basis, by which details various considerations based on which the Board may recommend or declare Dividend. The Policy is available on the website of the Company at www.windsormachines.com.

1.3 TRANSFER TO RESERVES:

The Board of Directors of your Company, has decided not to transfer any amount to the reserve for the year under review. As on March 31, 2024, Reserves and Surplus of the Company were at '' 271.44 crores.

2. SHARE CAPITAL:

During the year under review, your Company did not issue any shares. The paid-up Equity Share Capital as on March 31, 2024, was '' 12.98 Crores (6,49,31,800 equity shares of '' 2/- each). As of March 31, 2023, 98.80% of the Company''s paid-up equity share capital was in dematerialized form, and the remaining 1.14% was in physical form.

3. OPERATIONS:

During the year under review, your Company has sold 382 machines to achieve turnover of '' 337.22 crores as compared to 404 machines in the previous year with a turnover of '' 347.01 Crores.

The Board of Directors holds a strong belief in sustaining profitable operations in the ongoing years, notwithstanding the industry''s cyclicality presenting certain challenges. Additional insights and detailed information can be found in the Management Discussions and Analysis Report, which is an integral part of this report.

4. BUSINESS OUTLOOK:

Considering the opportunities, threats, and strengths of your Company, management anticipates increasing market share through new product launches and expanding geographical coverage to additional regions. The management believes that the future prospects and growth of your Company will largely depend on the overall economic environment. Nonetheless, all necessary actions have been initiated to position us for future leadership.

5. UPDATE REGARDING INTER-CORPORATE LOAN:

During the financial year 2023-24, the Company did not provide any intercorporate loans. However, in previous years, the Company had extended intercorporate loans amounting to '' 6,706 Lakhs. Since no repayment has been received against these loans, the Company has initiated recovery proceedings for the outstanding amount. The Company is also exploring the possibility of realizing the land that was received as security for the loan. As part of this process, the Company has conducted a valuation of the land by an independent certified valuer. Any shortfall on realization, if any, will be accounted for in the year of final recovery or settlement.

Additionally, the Company has accrued interest on the intercorporate loans given in earlier years. However, due to the uncertainty of ultimate collection of further interest, the Company has not accrued interest income on these loans (net of provisions) for the quarter ended March 31, 2024, amounting to '' 229.29 Lakhs, and for the year ended March 31, 2024, amounting to '' 922.19 Lakhs. The aggregate amount of interest not accrued from April 1, 2020, to March 31, 2024, amounts to '' 3,681.22 Lakhs.

6. UPDATE ON CAPITAL ADVANCE AS TO DEVELOPMENT OF IMMOVABLE PROPERTY:

No capital advances were given during this financial year. Capital advances had been provided by the Company in earlier years for the development of its immovable property. However, due to ongoing commercial negotiations concerning the fulfillment of the contract terms, management believes that the Company may need to enter into a compromise arrangement and pay compensation to the contractor. During the year ended March 31, 2020, the Company had made a provision of '' 300 Lakhs towards estimated compensation and did not accrue interest for that year.

Throughout the current year, no significant developments have occurred, and the Company has maintained the same judgment regarding the provision of '' 300 Lakhs. Due to the uncertainty surrounding the outcome of the ongoing negotiations, the Company continued its judgment and did not accrue interest income for the quarter ended March 31, 2024, amounting to '' 104.71 Lakhs, and for the year ended March 31, 2024, amounting to '' 421.15 Lakhs. The total interest not accrued from April 1, 2020, to March 31, 2024, amounts to '' 1,681.15 Lakhs.

7. LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - A and forms part of this Report.

10. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

11. DEPOSITORY:

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous

advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

12. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

13. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The listing fee for the year 2024-25 has already been paid to the credit of both the Stock Exchanges.

14. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders for the year 2023-24, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

• Mr. Jayant Thakur (DIN: 01328746), Non-Executive, NonIndependent Director of the Company, has resigned from his position, along with relinquishing his chairmanship and membership in various committees where he held a position, effective from the close of business hours on February 9, 2024.

• Mr. Avinash Jain (DIN: 00058481), based on the recommendation of the Nomination and Remuneration Committee, was appointed by the Board of Directors via Circular Resolution dated May 8, 2024, as an Additional Director (Non-Executive, Non-Independent Director), effective from May 8, 2024. However, due to personal reasons, Mr. Avinash Jain has resigned from his position as Additional Director (Non-Executive, Non-Independent Director), effective from July 5, 2024.

• Mr. Vinay Bansod (DIN: 09168450), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

16. AUDITORS:

A. STATUTORY AUDITORS:

As per provisions of Section 139(1),141, 142 and other applicable provisions of the Companies Act, 2013, the Company appointed M/s JBTM & Associates LLP, Chartered Accountant as Statutory Auditors for a period of 5 (Five) years from the conclusion of 57th Annual General Meeting till the conclusion of 62nd Annual General Meeting of the Company. Further, M/s. JBTM & Associates LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered

Accountants of India as required under the SEBI (LODR) Regulations, 2015.

Details in respect of frauds reported by auditors, there were no instances of fraud reported by the auditors.

B. COST AUDITORS:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained during the year. M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for the financial year 2022-23. The shareholders, at the 60th Annual General Meeting held on September 29, 2023, have ratified and approved '' 90,000 (Rupees Ninety Thousands Only) plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditing the cost accounting records of the Company for the year ended March 31, 2023.

After closure of the year, considering the recommendation of the Audit Committee, the Board of Directors of your Company has re-appointed M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants as the Cost Auditor, to audit the cost accounts/records of your Company for the financial year 2024-25 with remuneration of '' 90,000 (Rupees Ninety Thousand only) plus applicable Service Tax and reimbursement of out of pocket expenses at actual, which is subject to ratify/approval by members at the ensuing Annual General Meeting. As specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, the Company has maintained cost accounts and records.

C. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013 & Rules framed there under and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed M/s. Singhi & Co (Firm Registration No. 302049E) as the Internal Auditors of your Company for the financial year 2024-25.

Report and progress of internal auditors have been reviewed and noted by the Audit Committee during the year.

D. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries (Firm Registration No. S2011GJ166500), as secretarial auditor of the Company for

the financial year 2023-24. The Secretarial Audit Report

issued by M/s Kashyap R. Mehta & Associates, Secretarial Auditors of your Company for the financial year 2023-24, is annexed with this Report as ANNEXURE - B.

Whatever the remarks/qualifications in the secretarial auditor''s report are self-explanatory.

17. DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

18. SUBSIDIARY COMPANIES:

Wintal Machines S.R.L. is the Wholly Owned Subsidiary (WOS) and RCube Energy Storage Systems Private Limited (earlier known as RCube Energy Storage Systems LLP) is a Subsidiary of Windsor Machines Limited and its accounts have been consolidated with the accounts of the Company for the year ended on March 31, 2024.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries forms part of this report and is given by way of ANNEXURE-C. The Company announces standalone and consolidated Financial Results on a quarterly and yearly basis.

Financial accounts of subsidiary company for the financial year 2023-24 will be available on the Company''s website www.windsormachines.com and member can also avail by email request to the Secretarial Department (email id is [e-mail] ) of your company.

19. DETAILS OF BOARD MEETINGS:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2023-24, the Board met 5 (five) times i.e. on May 25, 2023, August 09, 2023, August 25, 2023, November 06, 2023 and February 09, 2024.

20. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There were no amounts which were required to be transferred to the Investor Education & Protection Fund (IEPF).

21. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company introduced the Employees Stock Option Scheme ("Windsor Stock Options Plan 2016") in accordance with Securities and Exchange Board of India (Share Based Employment Benefits) Regulations, 2014. The scheme was approved by the members of the Company at their general meeting held on September 29, 2016. The scheme is announced for all eligible employees (as defined under the plan) who are in

the permanent employment of the Company (including the managing / whole- time / executive directors). Total grant approved by the Company is 30,00,000 options which are earmarked and to be granted under the scheme over a period.

Under the scheme 15,00,000 ESOPs were granted on August 13, 2018. Out of which 7,50,000 ESOPs granted at discount of 25% at '' 62/- got lapsed on August 12, 2020 and balance 7,50,000 Options at discount of 10% at '' 74.34/- got lapsed on August 11, 2021. None of employee has exercised any of the option and therefore no money realized.

The "Windsor Machines Limited- Employees Stock Options Plan 2022 (WML ESOP Policy 2022)" has been set up by the Company, which was approved by the shareholders at the Annual General Meeting held on September 30, 2022. The Company has received in-principle approval for the issuance of 50,00,000 Equity shares of Rs. 2/- each under this plan. The Compensation Committee, based on the eligibility criteria, will have the sole discretion to decide which employees will receive Employee Stock Options in a particular grant, which is still pending as of today.

22. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has framed Nomination, Remuneration and Evaluation policy pursuant to Section 178(4) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (LODR) Regulations, 2015 with an aim to provide a framework and set standards to nominate, remunerate and evaluate the Directors, Key Managerial Personnel and officials comprising the senior management and achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

This policy is annexed with this report as ANNEXURE - D and also available in the Investors section, under the "Policies" tab, on the website of the Company and can be accessed at www.windsormachines.com

23. REMUNERATION RATIO OF THE DIRECTOR/KEY MANAGERIAL PERSONNEL:

Details pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - E.

124. RELATED PARTY TRANSACTION:

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm''s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the

business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review and to the Board for approval. Form no. AOC-2 containing related party transactions is annexed herewith as ANNEXURE - F.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company''s Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on Related Party Transactions, as formulated by the Board is available on the Company''s website i.e. www.windsormachines.com

25. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, in Form No. MGT-7, as they stood on the close of the financial year i.e. March 31, 2024 of the Company is available on the website of the Company at www.windsormachines.com.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY & COMMITTEE:

Windsor Machines Limited believes that good financial results are not an end in itself to assess the success of any business; rather it is a means to achieving higher socio-economic goals.

In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed there under, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Board of Directors namely, Mr. Shishir Dalal, Mr. Manoj Lodha and Mr. Vinay Bansod.

The CSR Committee of the Board has formulated CSR Policy which is approved by the Board of Directors and uploaded on its website at www.windsormachines.com. The Company has contributed its CSR fund to Gandhi Research Foundation to carry out Gandhian Education projects specially to spread Gandhian values and principles among the new generation, women empowerment and making the youth self-reliant. As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure - G.

27. CORPORATE GOVERNANCE:

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to

ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as Pursuant to Chapter IV read along with Schedule II of the SEBI (LODR) Regulations, 2015 with the Stock Exchanges, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis form part of this Annual Report.

29. AUDIT COMMITTEE:

As on March 31, 2024, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Mr. Shishir Dalal, Mr. M. K. Arora, Ms. Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal, an Independent Director, is the Chairman of the Audit Committee. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. Other details with regard to Audit Committee like term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report annexed, with this report.

30. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four Independent- Non-Executive Directors. The members of the Committee are Mr. Shishir Dalal, Mr. M. K. Arora, Ms. Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal, an Independent Director, is the Chairman of the Nomination & Remuneration Committee. Other details with regard to Nomination and Remuneration Committee like term of reference, composition and attendance at meeting are provided in the Corporate Governance Report, annexed with this report.

31. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

For the year ended on March 31, 2024, The Stakeholders'' Relationship Committee consists of three Directors. The members of the Committee are Mr. Manoj Lalchand Lodha, Mr. M.K. Arora and Mr. Vinay Bansod. Mr. Manoj Lalchand Lodha -Non- Executive Director, is the Chairman of the Stakeholders'' Relationship Committee. Other details with regard to Stakeholders'' Relationship Committee like term of reference, re-constitution, composition and attendance at meeting are provided in the Corporate Governance Report.

32. BOARD EVALUATION:

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

33. TRAINING/ FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company''s procedures and practices. Periodic presentations are made at the Board/Committees meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company''s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management. Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company at www.windsormachines.com.

34. BOARD AND COMMITTEE MEETINGS:

During Financial Year 2023-24, 1 (One) Independent Directors'' Meeting and 4 (Four) Audit Committee meetings were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the Financial Year under review.

35. VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company''s Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link https:// windsormachines.com/investors/

36. PREVENTION OF INSIDER TRADING:

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person / employees and maintain the highest ethical standards of dealing in Company securities.

37. RISKS MANAGEMENT:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

38. CODE OF CONDUCT FOR DIRECTORS/MANAGEMENT PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. A copy of the Code of Conduct has been uploaded on your company''s website www.windsormachines.com . The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them regularly on annual basis. A declaration signed by your Company Executive Director & CEO is published in this report.

139. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly

authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

40. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (LODR) Regulations, 2015.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of your Company, in future.

42. FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

43. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business during the year under review.

44. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report;

45. PROMOTION OF WOMEN''S WELL BEING AT WORK PLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee to consider and resolve all sexual harassment complaints. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

46. DISCLOSURE OF COMPLIANCES ON SECRETARIAL STANDARDS:

The Company has duly complied secretarial standards (SS-1 and SS-2) issued by Institute of Company Secretaries of India(ICSI) and approved by Central Government under section 118(10) of the Companies Act, 2013.

47. INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices and establishments.

48. GREEN INITIATIVES:

Every year Electronic copies of the Annual Report and the Notice of AGM are used to send to all members whose email addresses are registered with the Company/Depository Participant(s). For Members who have not registered their email addresses, are requested to contact Company''s Registrar and Share Transfer Agent, Link Intime India Private Limited or the Company Secretary of the Company for obtaining the copy of Annual Report by Email.

49. ACKNOWLEDGEMENT:

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing Windsor Machines Limited. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

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Mar 31, 2023

The Directors present the 60^th Annual Report of Windsor Machines Limited along with Audited Financial Statements for the year ended 31^st March 2023.

1. PERFORMANCE OF THE COMPANY:1.1 RESULTS:

The table below sets forth the key financial parameters of the Company''s performance during the year under review: ('' In Lacs)
FINANCIAL HIGHLIGHTS	2022-23	2021-22
Revenue from Operations	35,112.84	33,788.30
Other Income	198.61	146.59
Total Income	35,311.45	33,934.89
Less: Total Expenses	30,999.57	30,157.77
Earnings Before Interest, Tax and Depreciation	4,311.88	3,777.12
Less: Finance Cost	664.45	583.62
Less: Depreciation	1,326.58	1,324.82
Profit/ (Loss) before Tax (PBT) & Exceptional Items	2,320.85	1,868.68
Exceptional Items	-	-
Profit/ (Loss) before Tax (PBT)	2,320.85	1,868.68
Add/ (Less): Current Tax	862.00	80.00
Add/ (Less): Deferred Tax	(225.28)	410.75
Profit/ (Loss) after Tax (PAT)	1,684.13	1,377.93
Other Comprehensive Income	(46.24)	(36.70)
Total Comprehensive Income for the period	1,637.89	1,341.23
Add: Opening Balance in Retained Earnings / Profit & Loss	26,500.61	25,686.85
Total Profit	28,138.49	27,028.08
a) Dividend on Equity shares paid during the year (related to previous year)	(649.32)	(649.31)
b) Dividend Distribution Tax	-	-
c) Transfer to General Reserve	-	-
d) Transfer from ESOP outstanding account	-	121.84
Balance carried to Balance Sheet	27,489.17	26,500.61

The standalone revenue for the fiscal year 2022-23 amounted to '' 35,311.45 lakhs, surpassing the revenue of '' 33,934.89 lakhs from the preceding year. The profit after tax (''PAT'') attributable to shareholders for the same period was Rs. 1,684.13 lakhs, in contrast to the profit after tax of '' 1,377.93 crores in the fiscal year 2021-22.

When considering the consolidated figures, the revenue for FY 2022-23 stood at '' 38,410.33 lakhs, exceeding the revenue from the previous year of '' 37,186.80 lakhs.

1.2 DIVIDEND:

Your Directors are pleased to recommend for your consideration, a final dividend of '' 1/- (Rupee One only) per equity share of '' 2 each for the financial year 2022-23. The total Dividend amount aggregates to '' 6.49 Crores. This is subject to approval of the Members at forthcoming Annual General Meeting.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulation, 2015") as amended, the Company has formulated a Dividend Distribution Policy on Voluntary basis, by which details various considerations based on which the Board may recommend or declare Dividend. The Policy is available on the website of the Company at www.windsormachines.com.

1.3 TRANSFER TO RESERVES:

The Board of Directors of your Company, has decided not to transfer any amount to the reserve for the year under review. As on March 31, 2023, Reserves and Surplus of the Company were at '' 274.89 crores.

2. SHARE CAPITAL:

During the year under review, your Company did not issue any shares. The paid up Equity Share Capital as on March 31, 2023 was '' 12.98 Crores (6,49,31,800 equity shares of '' 2/- each) and 98.80% of the Company''s paid up equity share capital is in dematerialised form as on March 31, 2023 and balance 1.20% is in physical form.

3. OPERATIONS:

During the year under review, your Company has sold 404 machines to achieve turnover of '' 347.01 Crores as compared to 449 machines in the previous year with a turnover of '' 334.45 Crores.

The Board of Directors is optimistic about maintaining profitable operations in the upcoming years, even in the face of industry cyclicality and the challenges it presents. Additional insights and detailed information can be found in the Management Discussions and Analysis Report, which is an integral part of this report.

4. BUSINESS OUTLOOK:

Taking into account the Company''s strengths, weaknesses, opportunities, and threats, the management anticipates enhancing market share by introducing new products and broadening geographical coverage across multiple regions. The management believes that the Company''s future success and growth will be influenced by the general economic situation. Nevertheless, necessary steps have already been taken to establish a competitive advantage for the future.

5. UPDATE REGARDING INTER-CORPORATE LOAN:

During financial year 2022-23, the Company has not given any Intercorporate loan, and earlier the company had given intercorporate loans of '' 6706 Lakhs on which Interest outstanding of '' 1031.27 Lakhs for the year ended March 2020 is still overdue till date. The company had estimated the realizable value of the securities based upon independent valuer''s report dated June 30, 2020, using the effective interest rate of the company for an estimated realization period of 1.5 years from the year ended March 31, 2020. Due to pandemic and the lockdown imposed in between years, the company had extended the realization period by further three years, which will have no impact on realization value of security received. No Major development has been possible in current year, however, appropriate actions have been initiated for recovery/ settlement of the outstanding amount, shortfall, if any, will be accounted for in the year of final recovery/ settlement.

The company has not accrued interest income on the said inter corporate loan (net of provision) for the quarter ended March

31.2023 amounting to '' 226.77 Lakhs, for year ended March

31.2023 amounting to '' 919.67 Lakhs. The aggregate of interest not accrued for the period April 1,2020 till March 31, 2023 amounts to '' 2759.02 Lakhs.

6. UPDATE ON CAPITAL ADVANCE AS TO DEVELOPMENT OF IMMOVABLE PROPERTY:

Not any Capital Advance given during this financial year and the company had given interest bearing capital advance of Rs. 3000 Lakhs in earlier years in relation to development of its immovable property situated at Thane. However, in view of ongoing commercial negotiation with respect to fulfilment of the terms of the contract, management feels that the Company may have to enter into a compromise arrangement and pay compensation to the contractor. During the year ended March 31, 2020, the company had made provision of '' 300 Lakhs towards estimated compensation and not accrued interest for the year ended March31, 2020. During the year, no major development has occurred and the company has continued the same judgement in relation to provision of '' 300 Lakhs.

In view of the uncertainty regarding outcome of the ongoing negotiation, the company continued its judgement and did not accrue interest income for the quarter ended March 31, 2023 amounting to '' 103.56 Lakhs, for year ended March 31,2023 amounting to '' 420 Lakhs. The aggregate of interest not accrued for the period April 1, 2020 till March 31, 2023 amounts to '' 1260 Lakhs.

7. LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 the Directors confirm that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the loss of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE - A and forms part of this Report.

10. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

11. DEPOSITORY:

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central

Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

12. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

13. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The listing fee for the year 2023-24 has already been paid to the credit of both the Stock Exchanges.

14. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders for the year 2022-23, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

• Mr. Deepak Vyas, Company Secretary resigned from the post of Company Secretary & Compliance Officer - Key Managerial Personnel and last working day was December 26, 2022.

• Mr. Nikhil Vadera was appointed as Company Secretary & Compliance Officer-Key Managerial Personnel of the Company w.e.f. February 12, 2023.

• Mr. Jayant Thakur (DIN: 01328746), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

16. AUDITORS:A. STATUTORY AUDITORS:

As per provisions of Section 139(1),141, 142 and other applicable provisions of the Companies Act, 2013, the Company appointed M/s JBTM & Associates LLP, Chartered Accountant as Statutory Auditors for a period of 5 (Five) years from the conclusion of 57th Annual General Meeting till the conclusion of 62nd Annual General Meeting of the Company. Further, M/s. JBTM & Associates LLP have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI (LODR) Regulations, 2015.

Details in respect of frauds reported by auditors, there were no instances of fraud reported by the auditors.

B. COST AUDITORS:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained during the year. M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for the financial year

2022- 23. The shareholders, at the 59th Annual General Meeting held on September 30, 2022, have ratified and approved '' 87,500 (Rupees Eighty Seven Thousands Five Hundred Only) plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditing the cost accounting records of the Company for the year ended March 31, 2023.

After closure of the year, considering the recommendation of the Audit Committee, the Board of Directors of your Company has re-appointed M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants as the Cost Auditor, to audit the cost accounts/records of your Company for the financial year

2023- 24 with remuneration of '' 90,000 (Rupees Ninety Thousand only) plus applicable Service Tax and reimbursement of out of pocket expenses at actual, which is subject to ratify/approval by members at the ensuing Annual General Meeting.

As specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, the Company has maintained cost accounts and records.

C. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013 & Rules framed there under and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed M/s. Singhi & Co (Firm Registration No. 302049E) as the Internal Auditors of your Company for the financial year 2022-23.

Report and progress of internal auditors have been reviewed and noted by the Audit Committee during the year.

D. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries (Firm Registration No. S2011GJ166500), as secretarial auditor of the Company for

the financial year 2022-23. The Secretarial Audit Report issued by M/s Kashyap R. Mehta & Associates, Secretarial Auditors of your Company for the financial year 2022-23, is annexed with this Report as ANNEXURE - B.

Whatever the remarks/qualifications in the secretarial auditor''s report are self-explanatory.

17. DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

18. SUBSIDIARY COMPANIES:

Wintal Machines S.R.L. is the Wholly Owned Subsidiary (WOS) and RCube Energy Storage Systems Private Limited (earlier known as RCube Energy Storage Systems LLP) is a Subsidiary of Windsor Machines Limited and its accounts have been consolidated with the accounts of the Company for the year ended on March 31, 2023.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries forms part of this report and is given by way of ANNEXURE-C. The Company announces standalone and consolidated Financial Results on a quarterly and yearly basis.

Financial accounts of subsidiary company for the financial year 2022-23 will be available on the Company''s website www.windsormachines.com and member can also avail by email request to the Secretarial Department (email id is [e-mail] ) of your company.

19. DETAILS OF BOARD MEETINGS:

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2022-23, the Board met 5 (five) times i.e. on May 10, 2022, August 9, 2022, November 14, 2022, February 12, 2023 and March 20, 2023.

20. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There were no amounts which were required to be transferred to the Investor Education & Protection Fund (IEPF).

21. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company introduced the Employees Stock Option Scheme ("Windsor Stock Options Plan 2016") in accordance with Securities and Exchange Board of India (Share Based Employment Benefits) Regulations, 2014. The scheme was

approved by the members of the Company at their general meeting held on September 29, 2016. The scheme is announced for all eligible employees (as defined under the plan) who are in the permanent employment of the Company (including the managing / whole- time / executive director (s)). Total grant approved by the Company is 30,00,000 options which are earmarked and to be granted under the scheme over a period.

Under the scheme 15,00,000 ESOPs were granted on August 13, 2018. Out of which 7,50,000 ESOPs granted at discount of 25% at '' 62/- got lapsed on August 12, 2020 and balance 7,50,000 Options at discount of 10% at '' 74.34/- got lapsed on August 11, 2021. None of employee has exercised any of the option and therefore no money realized.

The "Windsor Machines Limited- Employees Stock Options Plan 2022 (WML ESOP Policy 2022)" has been set up by the Company, which was approved by the shareholders at the Annual General Meeting held on September 30, 2022. The Company has received in-principle approval for the issuance of 50,00,000 Equity shares of Rs. 2/- each under this plan. The Compensation Committee, based on the eligibility criteria, will have the sole discretion to decide which employees will receive Employee Stock Options in a particular grant, which is still pending as of today.

22. NOMINATION, REMUNERATION AND EVALUATION POLICY:

The Board has framed Nomination, Remuneration and Evaluation policy pursuant to Section 178(4) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the SEBI (LODR) Regulations, 2015 with an aim to provide a framework and set standards to nominate, remunerate and evaluate the Directors, Key Managerial Personnel and officials comprising the senior management and achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

This policy is annexed with this report as ANNEXURE - D and also available in the Investors section, under the "Policies" tab, on the website of the Company and can be accessed at www.windsormachines.com

23. REMUNERATION RATIO OF THE DIRECTOR/KEY MANAGERIAL PERSONNEL:

Details pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as ANNEXURE - E.

24. RELATED PARTY TRANSACTION:

All transactions entered into by the Company with related parties were in the ordinary course of business and at arm''s length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. A statement giving details of all Related Party Transactions are placed before the Audit Committee on a quarterly basis for its review and to the Board for approval. Form no. AOC-2 containing related party transactions is annexed herewith as ANNEXURE - F.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Company''s Promoter(s), its subsidiaries/joint ventures/ associates or any other related party, that may have a potential conflict with the interest of the Company at large. The Policy on Related Party Transactions, as formulated by the Board is available on the Company''s website i.e. www.windsormachines.com

25. WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, in Form No. MGT-7, as they stood on the close of the financial year i.e. March 31, 2023 of the Company is available on the website of the Company at www.windsormachines.com.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY & COMMITTEE:

Windsor Machines Limited believes that good financial results are not an end in itself to assess the success of any business; rather it is a means to achieving higher socio-economic goals.

In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed there under, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Board of Directors namely, Mr. Shishir Dalal, Mr. Jayant Thakur, Mr. Manoj Lodha and Mr. Vinay Bansod.

The CSR Committee of the Board has formulated CSR Policy which is approved by the Board of Directors and uploaded on its website at www.windsormachines.com. The Company has contributed its CSR fund to Gandhi Research Foundation to carry out Gandhian Education projects specially to spread Gandhian values and principles among the new generation, women empowerment and making the youth self-reliant. As per Rule 8(1) of Companies (Corporate Social Responsibility

Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure - G.

27. CORPORATE GOVERNANCE:

The Company is committed to highest corporate governance standards by applying the best management practices, compliance of law in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as Pursuant to Chapter IV read along with Schedule II of the SEBI (LODR) Regulations, 2015 with the Stock Exchanges, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis form part of this Annual Report.

29. AUDIT COMMITTEE:

As on March 31, 2023, the Audit Committee of the Board of Directors of the Company comprised of 4 (Four) Members, namely Mr. Shishir Dalal, Mr. M. K. Arora, Ms. Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal, an Independent Director, is the Chairman of the Audit Committee. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. Other details with regard to Audit Committee like term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report annexed, with this report.

30. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of four Independent- Non-Executive Directors. The members of the Committee are Mr. Shishir Dalal, Mr. M. K. Arora, Ms. Mahua Roy Chowdhury and Mr. Manoj Lodha. Mr. Shishir Dalal, an Independent Director, is the Chairman of the Nomination & Remuneration Committee. Other details with regard to Nomination and Remuneration Committee like term of reference, composition and attendance at meeting are provided in the Corporate Governance Report, annexed with this report.

31. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

For the year ended on March 31, 2023, The Stakeholders'' Relationship Committee consists of three Directors. The

members of the Committee are Mr. Jayant Thakur, Mr. M.K. Arora and Mr. Vinay Bansod. Mr. Jayant Thakur- Non- Executive Director, is the Chairman of the Stakeholders'' Relationship Committee. Other details with regard to Stakeholders'' Relationship Committee like term of reference, re-constitution, composition and attendance at meeting are provided in the Corporate Governance Report.

32. BOARD EVALUATION:

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

33. TRAINING/ FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company''s procedures and practices. Periodic presentations are made at the Board/Committees meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company''s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management. Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company at www.windsormachines.com.

34. BOARD AND COMMITTEE MEETINGS:

During Financial Year 2022-23, 1 (One) Independent Directors'' Meeting and 5 (Five) Audit Committee meetings were held. The intervening gap between the meetings was within the period

prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the Financial Year under review.

35. VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company''s Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at thr link https:// windsormachines.com/investors/

36. PREVENTION OF INSIDER TRADING:

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/ employees and maintain the highest ethical standards of dealing in Company securities.

37. RISKS MANAGEMENT:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

38. CODE OF CONDUCT FOR DIRECTORS/MANAGEMENT PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. A

copy of the Code of Conduct has been uploaded on your company''s website www.windsormachines.com . The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them regularly on annual basis. A declaration signed by your Company Executive Director & CEO is published in this report.

39. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

40. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (LODR) Regulations, 2015.

41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of your Company, in future.

42. FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

43. CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business during the year under review.

44. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2022-23 and the date of this report;

45. PROMOTION OF WOMEN''S WELL BEING AT WORK PLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee to consider and resolve all sexual harassment complaints. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

46. DISCLOSURE OF COMPLIANCES ON SECRETARIAL STANDARDS:

The Company has duly complied secretarial standards (SS-1 and SS-2) issued by Institute of Company Secretaries of India(ICSI) and approved by Central Government under section 118(10) of the Companies Act, 2013.

47. INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices and establishments.

48. GREEN INITIATIVES:

Every year Electronic copies of the Annual Report and the Notice of AGM are used to send to all members whose email

addresses are registered with the Company/Depository Participant(s). For Members who have not registered their email addresses, are requested to contact Company''s Registrar and Share Transfer Agent, Link Intime India Private Limited or the Company Secretary of the Company for obtaining the copy of Annual Report by Email.

49. ACKNOWLEDGEMENT:

The continued co-operation and support of its loyal customers has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. Our employees at all levels, have been core to our existence and their hard work, co-operation and support is helping us as a company face all challenges. Our vendors, who form a part of our global footprint reinforce our presence across the globe and relentlessly push forward in establishing Windsor Machines Limited. Our Company is always grateful for their efforts. The flagbearers of fair play and regulations, which includes the regulatory authorities, the esteemed league of bankers, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants and other stakeholders have all played a vital role in instilling transparency and good governance. The Company deeply acknowledges their support and guidance.

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 55^th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2018.

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS: (Rs. In Lacs)

FINANCIAL HIGHLIGHTS	2017-18	2016-17
Revenue from Operations	35,690.01	32,835.02
Other Income	1,525.51	1,048.86
Total Income	37,215.52	33,883.88
Less: Total Expenses	31,953.40	29,628.44
Earnings Before Interest, Tax and Depreciation	5,262.12	4,255.44
Less: Finance Cost	1,184.44	862.48
Less: Depreciation	1,350.27	1,271.70
Profit/(Loss) before Tax(PBT)	2,727.41	2,121.26
Add/(Less): Current Tax	(1,225.00)	(750.00)
Add/(Less): Deferred Tax	223.17	(142.01)
Profit/(Loss) after Tax(PAT)	1,725.58	1,229.25
Other Comprehensive Income	(46.29)	2.55
Total Comprehensive Income for the period	1,679.29	1,231.80
Add: Opening Balance in Retained Earnings/Profit & Loss	29,704.25	28,472.45
Total Profit	31,383.54	29,704.25
(a) Dividend on Equity shares paid during the year (related to previous year)	486.99	-
(b) Dividend Distribution Tax	99.13	-
(c) Transfer to General Reserve	-	-
Balance carried to Balance Sheet	30,797.42	29,704.25

1.2 DIVIDEND:

Your Directors are pleased to recommend for your consideration, a final dividend of Rs. 1/- (Rupees One only) per equity share of Rs. 2 each (previous year Rs. 0.75/-) for the financial year 2017-18.

2. OPERATIONS:

The Ministry of Corporate Affairs (MCA), vide its notification in official gazette dated February 16, 2015 notifies the Indian Accounting Standards (IND AS) applicable to certain classes of Companies. IND AS has replaces the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. Accordingly, the Company adopted IND AS with effect from April 1, 2017, with transition date April 1, 2016. Previous year’s figures have been restated and audited by the Statutory Auditors of the Company, namely, M/s. Niraj D. Adatia & Associates, Chartered Accountant.

The reconciliation and description of effect of the transition from Indian GAAP to IND AS have been provided in Note No. 48 in the notes forming part of accounts in the standalone and consolidated financial statements respectively.

During the year under review, your Company has sold 517 machines to achieve turnover of Rs. 346.35 Crores as compared to 498 machines in the previous year with a turnover of Rs. 292.48 Crores.

Your Directors are confident of continuing the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. Further, details are given in Management Discussions and Analysis Report, which forms part of this report.

3. BUSINESS OUTLOOK:

Considering the opportunities, threats and strengths of your Company, management expects to increase the market share through new product launches, expanding its geographical coverage in more and more region(s). The management is of the view that future prospects and growth of your Company will depend on the overall economic scenario. However, all necessary activities have been initiated which would give us the lead in future.

4. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2018 was Rs. 12.98 crores (6,49,31,800 equity shares of Rs. 2/each). During the year under review the company has issued and allotted 72,14,644 warrants at a price of Rs. 63.30/- (face value of Rs. 2/- each & Premium of Rs. 61.30/-) on preferential basis to the persons other than promoters & promoter group, convertible into equity shares (one warrant - one share) of face value of Rs. 2/- each.

98.12% of the Company’s paid up equity share capital is in dematerialised form as on March 31, 2018 and balance 1.88% is in physical form. Link Intime India Pvt. Ltd. is Registrars and Share Transfer Agent.

The Company has obtained/received In-principle approval from stock exchanges for issue and allotment of 30 Lacs equity share of Rs. 2/- each to its employees, under - Windsor Employee Stock Option Scheme - 2016. During the year no ESOP has been granted.

5. ALTERATION OF ARTICLES OF ASSOCIATION:

During the year your Company has, after obtaining necessary approval of the Members by passing a special resolution at the Extra-Ordinary General Meeting held on December 12, 2017, altered its Articles of Association of the Company by inserting clause 3(ba) relating to powers to issue stock option/share warrants.

6. ALTERATION OF MEMORANDUM OF ASSOCIATION:

During the year the Members have accorded their consent on February 10, 2018, vide passing a special resolution through Postal Ballot (including e-voting) procedure, to insert sub-clause 5A, relating to carry on activity in the field/business of energy storage systems solutions, to the Memorandum of Association of the Company.

7. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments’ and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the accounts for the financial year ending March 31, 2018 on “going concern basis”

v. that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure-A.

9. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

10. DEPOSITORY:

As the members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company’s shares on either of the Depositories as aforesaid.

11. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

12. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the financial year 2018-19.

13. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders. For the year 2017-18, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

14. DIRECTORS:

As per the section 152(6) of the Companies Act, 2013, Mr. P. C. Kundalia (DIN 00323801), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

15. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of your Company are Mr. T. S. Rajan, Executive Director & CEO, Mr. Vatsal Parekh, Chief Financial Officer and Ms. Priti Patel, Company Secretary.

16. AUDITORS:

A. STATUTORY AUDITORS:

M/s. Niraj D. Adatia & Associates (Firm Registration no.: 129486W) Chartered Accountants, were appointed as Statutory Auditors of the Company at the 54^th AGM held on September 26, 2017 till the conclusion of the 59th AGM, subject to ratification of their appointment by the shareholders of the Company at every AGM held thereafter.

Vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs, New Delhi, the requirement of seeking ratification of appointment of Statutory Auditors by members at each Annual General Meeting has been done away with. Accordingly, no such item has been considered in notice of the 55^th AGM.

The Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) from M/s. Niraj D. Adatia & Associates. Further, M/s. Niraj D. Adatia & Associates, Chartered Accountants, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI - LODR Regulations.

B. COST AUDITORS:

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for the year 2017 -18. The shareholders, at the 54^th Annual General Meeting held on September 26, 2017, have ratified and approved Rs. 80,000 ( Rupees Eighty Thousand Only) plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditing the cost accounting records of the Company for the year ended March 31, 2018.

After closure of the year, considering the recommendation of the Audit Committee, the Board of Directors of your Company has re-appointed M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants as the Cost Auditor, to audit the cost accounts/records of your Company for the year 2018-19 with remuneration of Rs. 92,000 (Rupees Ninety Two Thousand only) plus applicable Service Tax and reimbursement of out of pocket expenses at actual, which is subject to ratify/approve by members at the ensuing Annual General Meeting.

C. INTERNAL AUDITORS:

As per section 139 of the Companies Act, 2013 & Rules framed thereunder and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has Re-appointed M/s. Ernst & Young LLP, (Firm Registration No. AAB-4343) as the Internal Auditors of your company for the financial year 2018-19.

Report and progress of internal auditors have been reviewed and noted by the Audit Committee during the year.

D. SECRETARIAL AUDITORS:

According to the Provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial) Rules, 2004, the Board has re-appointed M/s. Kashyap R. Mehta & Associates (Firm Registration No. S2011GJ166500), a firm of Company Secretaries in Practice, as the Secretarial Auditors of your Company for the financial year 2018-19.

The Secretarial Audit Report issued by M/s Kashyap R. Mehta & Associates, Secretarial Auditors of your Company for the financial year 2017-18, is annexed with this Report as Annexure - B. There is no remark / qualification in the Secretarial Audit Report, hence no explanation has been offered.

17. SUBSIDIARY COMPANIES:

Wintech B.V. is the Wholly Owned Subsidiary (WOS) of Windsor Machines Limited. Wintal Machines S.r.l. is the Wholly Owned Subsidiary (WOS) of Wintech B.V. and a second layer subsidiary of Windsor Machines Limited.

Wintech S.r.l. the subsidiary company of Wintech B.V. (80% shares held by Wintech B. V.), was originally formed to acquire the business of Italtech. However under the directions of the Court of Padua the business of Italtech was acquired by Wintal Machines S.r.l., the wholly owned subsidiary of Wintech B.V. Since formation, Wintech S.r.l. was lying as it is and was attracting statutory cost/expenses every year, hence Wintech S.r.l. was liquidated/ closed during the year after following due procedure(s) under the Italian law, w.e.f. December 27, 2017.

During the year, Windsor Machines Limited has signed an Investment Agreement with the R Cube Energy Storage Systems LLP and invested Rs. 5.50 Cr. and have acquired 55% partnership interest in it. R Cube Energy Storage Systems LLP is a limited liability partnership firm engaged in research and development of Energy Storage Solutions including batteries.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of Annexure-C. The Company announces standalone Financial Results on a quarterly basis and consolidated financial results at the end of the financial year.

Financial accounts of subsidiary companies for the financial year 2017-18 are available for inspection by any Member at the Registered Office of your Company, during normal business hours (10.00 a.m. to 5.00 p.m.) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard. Pursuant to Section 136 of the Companies Act, 2013, accounts of subsidiary companies are available on website at www.windsormachines.com.

18. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

The Company has set up the Windsor Machines Limited - Employee Stock Option Plan- 2016 (“ESOPs - 2016”) pursuant to Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Stock Exchanges have granted “In-Principle” approval for listing of maximum of 30 lacs equity shares of Rs. 2/- each to be allotted to the employees of the Company under the ESOPs- 2016. However, the Company has not yet granted any Stock Options to the employees.

19. ISSUE AND ALLOTMENT OF WARRANTS:

During the year the Company has issued 72,14,644 Warrants on Preferential Basis (convertible into equity shares of the Company) to persons other than Promoter & Promoter Group at an issue Price of Rs. 63.30/- each (consisting of Rs. 2/- towards face Value & Rs. 61.30/- as Premium) as approved by the shareholders at the Extra-Ordinary General meeting held on December 12, 2017. The Company has received 25% of the total issue price, aggregating to Rs. 11,54,34,304/, from the allottees and the Board of Directors at its meeting held on January 9, 2018 allotted the aforesaid warrants to the allottees.

The Company has confirmed under regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that there has been no deviation or variation between the utilisation of the warrants proceeds (i.e. Rs. 11,54,34,304/-) and the purpose as stated in the Private Placement Offer Letter and Explanatory Statement of Notice, dated November 10, 2017, of the Extra-Ordinary General Meeting. Necessary declaration in this regard has been filed with the stock exchanges.

20. REMUNERATION POLICY:

The Board has framed Nomination and Remuneration policy for selection, appointment, removal, evaluation of Directors, Key Managerial Personnel, Senior Management team and for recommendation of their remuneration to the Board of Directors. The Remuneration Policy assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management officials to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy. In compliance with Section 178 of the Companies Act, 2013 read with Rules framed thereunder and Regulation 19 read along with Schedule II Part D (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration policy of the Company is annexed with this report as Annexure -D.

21. REMUNERATION RATIO OF THE DIRECTOR/KEY MANAGERIAL PERSONNEL:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - E, attached with this report.

22. RELATED PARTY TRANSACTION:

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were related party transactions in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Form no. AOC-2 containing related party transactions is annexed herewith as Annexure - F.

The Related Party Transaction Policy, as approved by the Board, is uploaded on the Company’s website at www.windsormachines.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

23. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return in Form MGT-9 is annexed herewith as Annexure-G.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY & COMMITTEE:

In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed thereunder, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Board of Directors namely, Mr. Shishir Dalal, Mr. T. S. Rajan and Mr. Jayant Thakur. CSR Committee of the Board has formulated CSR Policy which is approved by the Board of Directors and uploaded on its website at www.windsormachines.com. The Company has contributed its CSR fund to Gandhi Research Foundation to carry out educational activities/ projects such as Masters’ Programme in Gandhian Thoughts & Social Science, PG Diploma in Gandhian Social work, Gandhi Vichar Sanskar Pariksha etc. and to spread Gandhian Values among the new generation. As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure - H.

25. LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. CORPORATE GOVERNANCE:

Pursuant to Chapter IV read along with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance, are annexed herewith this Report.

27. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis form part of this Annual Report.

28. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors comprises of following Directors:

Mr. Shishir Dalal - Chairman Mr. M. K. Arora - Member Mr. P. R. Singhvi - Member

Other details with regard to Audit Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report annexed, with this report.

29. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Board of Directors is consisting of:

Mr. Shishir Dalal - Chairman Mr. M. K. Arora - Member Mr. P. R. Singhvi - Member

Other details with regard to Nomination and Remuneration Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report, annexed with this report.

30. BOARD EVALUATION:

Pursuant to the provisions of companies Act, 2013 and Regulation 4 (2) (f) (ii) (9), 17 (10) read along with Schedule II Part D (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out annual performance evaluation of (a) Its own performance, (b) Executive Director, (c) Independent Directors (d) Nonexecutive Directors etc., based on the Nomination, Remuneration & Evaluation Policy of the Company. The Board approved the evaluation results/minutes.

31. TRAINING OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company’s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company.

32. MEETING OF BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS:

During the year SIX (6) Board Meetings and ONE (1) Independent Directors’ Meeting were held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 read with Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

33. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.windsormachines.com. The Audit Committee has reviewed the working of Vigil Mechanism form time to time.

34. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee of Board of Directors is consisting of:

Mr. P. C. Kundalia - Chairman Mr. T. S. Rajan - Member Mr. M. K. Arora - Member

Other details with regard to Stakeholders’ Relationship Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report.

35. RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

36. CODE OF CONDUCT FOR DIRECTORS /MANAGEMENT PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. A copy of the Code of Conduct has been uploaded on your company’s website www.windsormachines.com. The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them regularly on annual basis. A declaration sign by your Company Executive Director & CEO is published in this report.

37. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

38. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

39. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Operations of your Company, in future.

40. SEXUAL HARASSMENT AT WORK PLACE:

The Company has, pursuant to Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, formulated the Sexual Harassment Policy. Pursuant to the said act the Internal Complaints Committee was constituted and no complaint was lodged with the Committee for the year.

41. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of whole hearted support received from all stakeholders, customers, suppliers, collaborators, overseas colleagues and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai T. S. Rajan Shishir Dalal

Date : May 28, 2018 Executive Director & CEO Director

DIN:05217297 DIN:00007008

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Mar 31, 2016

Dear Members,

The Directors present the 53^rd Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2016.

1. PERFORMANCE OF THE COMPANY:

1.1 RESULTS: (Rs. In Lacs)

FINANCIAL HIGHLIGHTS	2015-16	2014-15
Sales, Income from operations and other income - Net of excise.	28,648.40	23,575.27
Profit/(Loss) before Interest & Depreciation	3,227.35	1,826.89
Less: Interest and Financial expenses	299.90	278.95
Less: Depreciation	364.09	407.36
Profit/(Loss) before Extra-Ordinary items and tax	2,563.36	1,140.58
Extra Ordinary Items (net)	-	-
Profit/(Loss) before Tax	2,563.36	1,140.58
Add/(Less): Deferred Tax	(551.82)	(351.26)
Provision for Taxation	(580.00)	-
Profit/(Loss) after Tax	1,431.55	789.32
Add: Balance brought forward from previous year	4,656.93	3,940.99
Less: Carrying value of assets where useful life is nil as on 01.04.2014 (after considering residual value) (Net of deferred tax of Rs. 37.78 Lacs)	(37.77)	(73.38)
Balance carried to Balance Sheet	6,050.71	4,656.93

1.2 DIVIDEND:

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year under review, your Company has sold 531 machines to achieve turnover of Rs. 277.43 Crores as compared to 485 machines in the previous year with a turnover of Rs. 228.71 Crores. During the year your Company has extended its customer base by launching machines for special applications and concentrated on launching new product ranges.

Your Directors continue to put in efforts to maintain the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further, details are given in Management Discussions and Analysis Report, which forms part of this report.

3. BUSINESS OUTLOOK:

Considering the opportunities, threats and strengths of your Company, management is continuously striving to increase the market share through new product launches, expanding its geographical coverage in more and more region(s). The management is of the view that future prospects and growth of your Company will depend on the overall economic scenario. However, all necessary activities have been initiated which would give us the lead in future.

4. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2016 was Rs. 12.98 crores (6, 49, 31,800 equity shares of Rs. 2/- each). During the year under review the company has not issued any shares or any convertible instruments. 96.46% of the Company’s paid up equity share capital is in dematerialized form as on

March 31, 2016 and balance 3.54% is in physical form. M/s. Link In time India Pvt. Ltd. is Registrars and Share Transfer Agent.

5. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments’ and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ending March 31, 2016 on “going concern basis”

V. that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure-A.

7. INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

8. DEPOSITORY:

As the members are aware, your Company’s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company’s shares on either of the Depositories as aforesaid.

9. ENVIRONMENT PROTECTION:

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

10. LISTING FEES:

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the financial year 2016-17.

11. ELECTRONIC VOTING:

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders. For the year 2015-16, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

12. DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. P. C. Kundalia (DIN 00323801), Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. K. C. Gupte (DIN 00058682) ceased to be the Director & Executive Director of the Company i.e. April 1, 2016. We take this opportunity to thank Mr. K. C. Gupte for his dedicated service and contribution during his tenure as Executive Director with the company. We wish him happy, peaceful and healthy retired life.

After closure of the year, Mr. T. S. Rajan (DIN 05217297), Chief Executive Officer has been appointed as an Additional Director of the Company i.e. April 1, 2016. He will hold office till the date of Annual General Meeting. Notice in writing under Section 161 of the Companies Act, 2013 & Rules framed there under has been received from a member of the Company proposing his candidature.

The Board of Directors at its meeting held on April 1, 2016 appointed/elevated Mr. T. S. Rajan as the Whole - Time Director designated as the Executive Director of the Company for a period of Three years i.e. April 1, 2016. His appointment is subject to the approval of the members of the Company and in ensuing Annual General Meeting the said business shall be proposed for the approval of the members of the Company.

13. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of your Company are Mr. T. S. Rajan, Executive Director & CEO, Mr. Vatsal Parekh, Chief Financial Officer and Ms. Priti Patel, Company Secretary. Mr. K. C. Gupte has ceased to be the Director/Executive Director of the Company and hence he ceased to be a Key Managerial Personnel of the Company i.e. April 1, 2016.

14. AUDITORS:

A. STATUTORY AUDITORS:

M/s. Haribhakti Co. & LLP. (Firm Registration no.: FRN 103523W), Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed. As required under provision of Section 139 & 141 of the Companies Act, 2013, your Company has received a written certificate from the Statutory Auditors to the effect that their appointment, if made, would be in conformity with the limits specified in the said section.

B. COST AUDITORS:

M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants was appointed as the Cost Auditor to audit the cost accounts for the year 2015 -16. The shareholders, at the 52^nd Annual General Meeting held on September 29, 2015, have ratified and approved Rs. 80,000/- (Eighty Thousand Only) plus out of pocket expenses to be paid as remuneration to the Cost Auditors for auditing the cost accounting records of the Company for the year ended March 31, 2016.

After closure of the year, considering the recommendation of the Audit Committee, the Board of Directors of your Company has re-appointed M/s. Ashish Bhavsar & Associates (Firm Registration No. 000387), Cost Accountants as the Cost Auditor to audit the cost accounts for the year 2016 -17 with such remuneration as may be ratified & approved by members at the ensuing Annual General Meeting.

C. INTERNAL AUDITORS:

As per section 139 of the Companies Act, 2013 and Rules framed there under, M/s. RSM Astute Consulting was appointed as the Internal Auditors for the period of six months from April 1, 2015 to September 30, 2015 and M/s. Niraj D. Adatia & Associates, Chartered Accountants (Firm Registration no. 129486W) was appointed for further period of six months from October 01, 2015 to March 31, 2016 as the Internal Auditors of your Company for the financial year 2016-17. Report and progress of internal auditors have been reviewed and noted by the Audit Committee during the year.

Based on the recommendation of the Audit Committee of your Company, the Board of Directors of your Company has re-appointed M/s. Niraj D. Adatia & Associates, Chartered Accountants (Firm Registration no. 129486W) as the Internal Auditors of your Company for the financial year 2016-17.

D. SECRETARIAL AUDITORS:

According to the Provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial) Rules, 2004, M/s. Kashyap R. Mehta & Associates (Firm Registration No. S2011GJ166500), a firm of Company Secretaries in practice was appointed as the Secretarial Auditors of the Company for the year 2015-16. The Secretarial Audit Report is annexed with this Report as Annexure - B. There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

The Board has appointed M/s. Kashyap R. Mehta & Associates (Firm Registration No. S2011GJ166500)A firm of Company Secretaries in Practice, as the Secretarial Auditors of your Company for the financial year 2016-17.

15. SUBSIDIARY COMPANIES:

Wintech B.V. is the Wholly Owned Subsidiary (WOS) of Windsor Machines Limited. Wintal Machines S.R.L. is the Wholly Owned Subsidiary (WOS) of Wintech B.V. and a second layer subsidiary of Windsor Machines Limited. Wintech S.R.L. is a subsidiary Company of Wintech B.V.

During the year, Wintal Machines S.R.L., a second layer subsidiary company of Windsor Machines Limited has fulfilled the conditions of the “Preliminary Transfer of Business Agreement”, entered in to with Italian Authorities under Bankruptcy Law, and acquired the business of Ital tech S.p.A on an ownership basis by entering into a New Agreement with the Italian Authorities under Bankruptcy Law.

The information, pursuant to first proviso to Section 129(3) and rule 5 of Companies (Accounts) Rules, 2014, relating to the financial statement of subsidiaries/ associate companies/ joint ventures forms part of this report and is given by way of Annexure-C. The Company announces standalone Financial Results on a quarterly basis and consolidated financial results at the end of the financial year.

Financial accounts of Wintech B.V. for the financial year 2015-16 are available for inspection by any Member at the Registered Office of your Company, during normal business hours (9.00 a.m. to 5.00 p.m.) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

16. EMPLOYEE STOCK OPTION/PURCHSE SCHEME:

The Company had earlier obtained approval of the shareholders in the Annual General Meeting of the Company held on September 29, 2014 for setting up of a scheme for issuance of stock options to its employees. However, the Company has till date not issued any stock options under the said scheme. The SEBI has, vide its notification dated October 28, 2014, notified amended SEBI (Share Based Employee Benefits) Regulations,

2014, as amended from time to time thereafter, for employee stock option scheme/ employee stock purchase scheme. Accordingly, the Board of Director has decided to set up a fresh scheme, in replacement of the earlier scheme, which shall be in compliance with such newly notified Regulations.

17. REMUNERATION POLICY:

The Board has framed Nomination and Remuneration policy for selection, appointment, removal, evaluation of Directors, Key Managerial Personnel, Senior Management team and for recommendation of their remuneration to the Board of Directors. The Remuneration Policy assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior

Management officials to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy. In compliance with Section 178 of the Companies Act, 2013 read with Rules framed there under and Regulation 19 read along with Schedule II Part D (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration policy of the Company is annexed with this report as Annexure -D.

18. REMUNERATION RATIO OF THE DIRECTOR/KEY MANAGERIAL PERSONNEL:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - E, attached with this report.

19. RELATED PARTY TRANSACTION:

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. However, there were related party transactions in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Form no. AOC-2 containing related party transactions is annexed herewith as Annexure -F.

The Related Party Transaction Policy, as approved by the Board, is uploaded on the Company’s website at www.windsormachines.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

20. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual return in Form MGT-9 is annexed herewith as Annexure-G.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY & COMMITTEE:

In terms of section 135 and Schedule VII of the Companies Act, 2013 and Rules framed there under, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Board of Directors namely, Mr. Shishir Dalal, Mr. T. S. Rajan (i.e. April 1, 2016) and Mr. Jayant Thakur. CSR Committee of the Board has formulated CSR Policy which is approved by the Board of Directors and uploaded on its website at www.windsormachines.com. The Company has contributed its CSR fund to Gandhi Research Foundation to carry out educational activities/projects such as Masters’ Programmed in Gandhian Thoughts & Social Science, PG Diploma in Gandhian Social work, Training, Workshops, Research fellowship etc. and to spread Gandhian Values among the new generation. As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure - H.

22. LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

23. CORPORATE GOVERNANCE:

Pursuant to Chapter IV read along with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance, are annexed herewith this Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34(3) read along with Schedule V (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis form part of this Annual Report.

25. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors comprises of following Directors:

Mr. Shishir Dalal - Chairman Mr. M. K. Arora - Member Mr. P. R. Singhvi – Member Other details with regard to Audit Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report annexed, with this report.

26. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Board of Directors is consisting of:

Mr. Shishir Dalal - Chairman Mr. M. K. Arora - Member Mr. P. R. Singhvi - Member

Other details with regard to Nomination and Remuneration Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report, annexed with this report.

27. BOARD EVALUATION:

Pursuant to the provisions of companies Act, 2013 and Regulation 4 (2) (f) (ii) (9), 17 (10) read along with Schedule II Part D (A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the executive Director, Independent Directors as well the Non-executive Directors based on the Nomination, Remuneration & Evaluation Policy of the Company. The Board approved the evaluation results/minutes.

28. TRAINING OF INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company’s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company.

29. MEETING OF BOARD OF DIRECTORS AND INDEPENDENT DIRECTORS:

During the year FOUR (4) Board Meetings and ONE (1) Independent Directors’ Meeting were held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 read with Rules framed there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings.

30. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.windsormachines.com. The Audit Committee has reviewed the working of Vigil Mechanism form time to time.

31. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee of Board of Directors is consisting of:

Mr. P. C. Kundalia - Chairman

Mr. K. C. Gupte (Upto March 31, 2016) - Member Mr. T. S. Rajan (w.e.f. April 1, 2016) - Member Mr. M. K. Arora - Member Other details with regard to Stakeholders’ Relationship Committee like Term of Reference, composition and attendance at meeting are provided in the Corporate Governance Report.

32. RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed periodically by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As a part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.

33. CODE OF CONDUCT FOR DIRECTORS /MANAGEMENT PERSONNEL:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. A copy of the Code of Conduct has been uploaded on your company’s website www.windsormachines.com The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them regularly on annual basis. A declaration sign by your Company Executive Director & CEO is published in this report.

34. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

35. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Operations of your Company, in future.

37. SEXUAL HARASSMENT AT WORK PLACE:

The Company has, pursuant to Section 4 of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressed) Act, 2013 and rules made there under, formulated the Sexual Harassment Policy. Pursuant to the said act the Internal Complaints Committee was constituted and no complaint was lodged with the Committee for the year.

38. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of whole hearted support received from all stakeholders, customers, suppliers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai T. S. Rajan P. C. Kundalia

Date: May 25, 2016 Executive Director & CEO Director

DIN: 05217297 DIN: 00323801

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Mar 31, 2014

Dear Members,

The Directors present the 51st Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2014.

1. PERFORMANCE OF THE COMPANY :

1.1 RESULTS

(Rs. In lacs)

FINANCIAL HIGHLIGHTS 2013-14 2012-13

Sales, Income from operations and other income 24443.40 22067.23

net of excise.

profit / (Loss) before Interest & Depreciation 3035.87 1510.80

Less: Interest and Financial expenses 133.06 215.28

Less : Depreciation 253.19 217.23

profit / (Loss) before Extra-Ordinary items and tax 2649.62 1078.29

Extra Ordinary Items (net)

profit / (Loss) before Tax 2649.62 1078.29

Add/(Less) : Deferred Tax 690.88 -

Provision for Taxation - -

profit / (Loss) after Tax 1958.74 1078.29

Add : Balance brought forward from previous year 1982.25 903.96

Balance carried to Balance Sheet 3940.99 1982.25

1.2 DIVIDEND :

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year, under review, your Company has sold 496 machines to achieve turnover of Rs. 236.50 crores as compared to 436 machines in the previous year with a turnover ofRs. 214.48 crores. During the year, your Company has extended its customer base by launching machines for special applications and concentrated on launching new product ranges.

Your Directors are confdent of continuing the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further details are given in management discussions and analysis report, which forms part of this report.

3. BUSINESS OUTLOOK :

The current market scenario is challenging. Scarcity of power in some parts of the country coupled with anxiety of a stable government, forced customers to defer their expansion plans and new project investments which ultimately resulted in lower orders and delays in lifting of fnished machines.

However, your company''s endeavor is to increase its product range, expand its customer base, reduce product costs and improve quality and value of the offerings. Various initiatives to address these concerns have been taken by the management and are in the process of implementation. Some of them have already started yielding results. The management is optimistic and prepares itself to face the challenges of the future. Market sentiment is quite optimistic of a turnaround post the electoral results and this would be a boost to Indian economy and to the plastic processing industry as a whole.

Some of the New initiatives launched in the previous year include partnering with key resin distributors and thereby expanding our customer reach; partnering with retroftting agents to offer complete solutions to our esteemed customers and joining hands with Non-Banking financial companies to provide financial assistance to our esteemed customers would yield substantial results and growth for your company in the near future.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors''

Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv that the Directors have prepared the accounts for the financial year ended on March 31, 2014, on ''going concern'' basis.

5. SUBSIDIARY COMPANIES :

During the year, the Company has incorporated a Wholly Owned Subsidiary (WOS) namely "Wintech B.V." in Netherland on April 10, 2013, for business/investment purpose(s) and invested Rs. 1322.45 lacs. A joint ventured company, " Wintech S.r.l." was incorporated by holding 80% shares by Wintech B.V., WOS of Wndsor Machines Limited. On September 16, 2013, Wntech B.V. has incorporated a Wholly Owned Subsidiary namely "Wintal Machines S.r.l." to acquire the business of an Italian Company, "Italtech S.p.a."

Wntal Machines S.r.l has entered into Preliminary Transfer of Business Agreement with Italian authorities under Italian Bankruptcy Law for leasing the business of Italtech S.p.a., with the aim of buying the same in a prede- termined period. During this period Wintal Machines S.r.l. will manage and grow the business of Italtech S.p.a. around the world.

6. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certifcate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

7. FINANCIAL RESULT OF THE COMPANY:

The Company announces standalone financial results on a quarterly basis and consolidated financial results at the end of the financial year.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (the Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summaries of the subsidiary companies are provided under note no.35 in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary companies upon the request by any member of the Company or its subsidiary companies. These accounts will also be kept open for inspection by any member at the Registered office of the Company.

8. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks- raw materials, WIP, fnished goods, etc. have been adequately insured.

9. DEPOSITORY :

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

10. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

11. PUBLIC DEPOSITS :

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on March 31, 2014.

12. DIRECTORS :

As per the provisions of the Companies Act, 2013, Mr. PC. Kundalia, Director of the Company is liable to retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Shishir Dalal has been appointed as a Director of the Company w.e.f. July 29, 2013. The shareholders have accorded their consent to the Directorship of Mr. Shishir Dalal in the Annual General Meeting held on September 25, 2013. Mr. Nirmal Gangwal has ceased to be Director of the Company w.e.f. August 12, 2013.

During the year, Mr. K. C. Gupte has been re-appointed as the Executive Director of the Company for two years w.e.f. April 1, 2014, and his Service Agreement has been renewed for the said term. This re-appointment has been made subject to the approval of the members of the Company and in ensuing Annual General Meeting the said business shall be proposed for the approval of the members of the Company.

13. AUDITORS :

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. COST AUDIT :

M/s. Dalwadi & Associates, Cost Accountants, have been re-appointed to conduct cost audit for the year ended March 31, 2015.

During the year, the Cost Audit observation(s) and Performance Appraisal Report for the year ended March 31, 2013, was discussed in the meeting of the Audit Committee of the Company held on August 12, 2013.The Board of Directors has noted and taken on record the aforesaid report of the Cost Auditor at its meeting held on August 12, 2013. The said report was fled with the Central Government, in prescribed form I, vide SRN - S22415038 dated September 21, 2013.

15. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. The details of the employee drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, is provided below:

Sr. Particulars of Employee under Companies (Particulars of Employees) Rules, 1975 No.

1. Name of the Employee Mr. T. S. Rajan

2. Designation Chief Executive officer

3. Gross Remuneration Received Rs. 65 lac per annum

4. Nature of employment, whether Otherwise contractual or otherwise.

5. Other terms and conditions. NA

6. Nature of duties of the employee Chief Executive officer

Develop corporate and business strategy for the company and ensure that the budgets and profits for each business are achieved. Build the key processes in the company in both the divisions. Manage risk in all aspects of the business and ensure financial and management governance of the company. Ensure company realizes strategic partnerships and gains from international acquisitions.

7. Qualification and experience Graduation in Mechanical of the employee. Engineering from SVNIT, Surat.

Post Graduate in Financial Management from JBIMS, Mumbai Godrej & Boyce Manufacturing Sundaram Clayton (TVS Group), Tata Autocomp Dagger Forst Tools (Yash Birla Group)

8. Date of commencement of Employment April 1, 2010.

9. Age of employee 54 years.

10. Last employment held by Dagger Forst Tools (Yash Birla employee before joining the Group) Company.

11. Percentage of equity shares NIL held by the employee in the company within the meaning of section217(2A)(a)(iii).

16. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai K. C. Gupte P. C. Kundalia Date : May 30,2014 Executive Director Director

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Mar 31, 2013

Dear Members,

The Directors present the 50th Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2013.

1. PERFORMANCE OF THE COMPANY :

1.1 RESULTS

(Rs. In lacs)

FINANCIAL HIGHLIGHTS 2012-13 2011-12

Sales, Income from operations and other income net of excise. 22067.23 23365.78

Profit / (Loss) before Interest & Depreciation 1510.80 2043.33

Less : Interest and Financial expenses 215.28 282.22

Less : Depreciation 217.23 216.92

Profit / (Loss) before Extra Ordinary items and tax 1078.29 1544.19

Extra Ordinary Items (net) - -

Profit / (Loss) before Tax 1078.29 1544.19

Add/(Less) : Deferred Tax - (400.78)

Provision for Taxation - -

Profit / (Loss) after Tax 1078.29 1143.41

Add : Balance brought forward from previous year 903.96 (239.45)

Balance carried to Balance Sheet 1982.25 903.96

1.2 DIVIDEND :

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year under review, your Company has sold 436 machines to achieve turnover of Rs. 214.48 crores as compared to 489 machines in the previous year with a turnover of Rs. 219.35 crores. During the year, sales and profit of the Company have been affected by adverse market condition. During the year your Company has extended its customer base by launching machines for special applications and concentrated in launching new product range.

Your Directors are confident of continuing the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further details are given in management discussions and analysis report, which forms part of this report.

3. BUSINESS OUTLOOK :

The current market scenario is challenging. Scarcity of power in some parts of the country, forced customers to defer their expansion plans and new project investments which ultimately resulted in lower orders and delays in lifting of finished machines.

However your Company''s endeavour is to increase its product range, expand customer base, reduce product costs and improve quality of the offerings. Various initiatives to address these concerns have been taken by the management and are in the process of implementation. Management of your Company is optimistic and prepares itself to face the challenges of the future.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors''

Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review; iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the Directors have prepared the accounts for the financial year ending March 31, 2013 on ''going concern'' basis.

5. INCORPORATION OF WHOLLY OWNED SUBSIDIARY :

After closure of the year, the Company has incorporated a Wholly Owned Subsidiary (WOS) namely "Wintech B.V." in Netherland on 10th April, 2013 for business/investment purpose(s) and invested Rs. 462.55 lacs.

6. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

7. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

8. DEPOSITORY :

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

9. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

10. PUBLIC DEPOSITS :

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on March 31, 2013.

11. DIRECTORS :

As per the provisions of the Companies Act, 1956, Mr. Pushp Raj Singhvi, Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

12. AUDITORS :

The Auditors M/s. Haribhakti & Co., Chartered Accountant s, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

13. COST AUDIT :

M/s. Dalwadi & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended March 31, 2014.

14. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

15. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.



For and on behalf of the Board of Directors

Place : Mumbai K. C. Gupte P. C. Kundalia

Date : May 30, 2013 Executive Director Director

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Mar 31, 2012

The Directors present the 49th Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2012.

1. PERFORMANCE OF THE COMPANY :

1.1 RESULTS

(Rs. In lacs)

FINANCIAL HIGHLIGHTS 2011-12 2010-11

Sales, Income from operations and other income net of excise. 23365.79 25408.12

Profit / (Loss) before Interest & Depreciation 2043.33 4583.62

Less : Interest and Financial expenses 282.22 264.32

Less : Depreciation 216.92 220.04

Profit / (Loss) before Extra Ordinary items and tax 1544.19 4099.26

Extra Ordinary Items (net) - 8135.96

Profit / (Loss) before Tax 1544.19 12235.22

Add/(Less) : Deferred Tax (400.78) 1814.93

Provision for Taxation - (0.50)

Profit / (Loss) after Tax 1143.41 14049.65

Add : Balance brought forward from previous year (239.45) (14289.10)

Balance carried to Balance Sheet 903.96 (239.45)

1.2 DIVIDEND :

In order to conserve the resources, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS:

During the year under review, your Company has sold 489 machines to achieve turnover of Rs. 219.35 crores as compared to 608 machines in the previous year with a turnover of Rs. 250.57 crores. During the year, sales and profit of the Company have been affected by adverse market condition. Secured borrowing has increased the finance cost and inflationary trend in salaries and wages has resulted in higher employee costs as compared to the previous year. During the year your Company has extended its customer base by launching machines for special applications and concentrated in launching new product range. Coming out of BIFR has erased the status of the Company of being branded as a "Sick Unit".

Your Directors are confident of continuing the profitable working in the current year also although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further details are given in management discussions and analysis report, which forms part of this report.

3. BUSINESS OUTLOOK :

The current market scenario is challenging. Ban on plastic gutka packaging has adversely affected sales of extrusion division. During the year increase in cost of raw materials, higher interest rates etc. have affected the financial performance of your Company. Scarcity of power in some parts of the country forced customers to defer their expansion plans and new project investments which ultimately resulted in lower orders and delays in lifting of finished machines.

However your Company's endeavor is to increase its product range, expand customer base, reduce product costs and improve quality of the offerings. Management of your Company is optimistic and prepares itself to face the challenges of the future.

4. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the accounts for the financial year ending March 31, 2012 on 'going concern' basis.

5. CAPITAL RESTRUCTURING & ALLOTMENT OF SHARES :

During the year under review, the Company has revised its capital structure as directed by the BIFR vide its order dated September 21, 2010 and subsequent orders thereafter.

As per above mentioned BIFR order(s), the Company has reduced the face value of its equity shares from Rs. 10/- (Rupees Ten Only) each to Rs. 4/- (Rupees Four Only) each, alloted total 3,88,60,000 (Three Crores Eighty Eight Lacs Sixty Thousand) equity shares of Rs. 2/- (Rupees Two only) each (after sub-division as explained below), at par, on preferential basis.

As per Special Resolution(s) passed at the Extra-Ordinary General Meeting of the members of the Company held on May 12, 2011, the Company has increased its authorised share capital up to Rs. 40 crores and subdivided one equity share of face value of Rs. 4/- (Rupees Four Only) each into two equity shares of Rs. 2/- (Rupees Two Only) each and new ISIN No. INE052A01021 was allotted by the Depositories for fully paid equity shares of Rs. 2/- each.

6. DISCHARGED THE COMPANY FROM THE PURVIEW OF THE SICA:

During the year under review, honorable bench of BIFR has observed the substantial implementation of the Sanctioned Scheme of BIFR and achievement of positive Net Worth by the Company, hence vide its order dated August 16, 2011 the BIFR has discharged the Company from the status of a "Sick Industrial Company" under section 3(1)(O) of the SICA.

7. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

8. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

9. DEPOSITORY :

As the members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

10. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

11. PUBLIC DEPOSITS :

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on March 31, 2012.

12. DIRECTORS :

During the year under review, Mr. Santosh Datta was appointed as a Nominee/Special Director on Board of the Company vide BIFR Appointment order dated May 25, 2011 and ceased to be Nominee /Special Director vide BIFR order dated August 16, 2011 following de-registration of the Company from BIFR as a sick company.

As per the provisions of the Companies Act, 1956, Mr. P. C. Kundalia and Mr. J. M. Thakur, Directors of the Company are liable to retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

13. AUDITORS :

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. COST AUDIT:

M/s. Dalwadi & Associates, Cost Accountants, have been appointed to conduct cost audit for the year ended March 31, 2013.

15. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

16. ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and banker(s) of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place : Mumbai K. C. Gupte P. C. Kundalia

Date : August 13, 2012 Executive Director Director

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Mar 31, 2011

The Directors present the 48th Annual Report together with the audited accounts of the Company for the financial year ended 31 st March, 2011.

1. PERFORMANCE OF THE COMPANY

1.1 RESULTS

(Rs. in lacs)

FINANCIAL HIGHLIGHTS Year ended Year ended

31.03.2011 31.03.2010

Sales, Income from operations and other income net of excise. 25388.24 20995.43

Profit / (Loss) before Interest & Depreciation 4634.83 2319.85

Less: Interest and Financial expenses 315.69 793.16

Less: Depreciation 220.04 203.27

Profit / (Loss) before Extra Ordinary items and tax 4099.10 1323.42

Extra Ordinary Items (net) 8135.96 -

Profit / (Loss) before Tax 12235.06 1323.42

Add/(Less) : Deferred Tax 1814.93

Provision for Taxation (0.50) (0.75)

Profit / (Loss) after Tax 14049.49 1322.67

Add/(Less) : Prior years adjustments (net) 0.16 (30.81)

14049.65 1291.86

Add : Balance brought forward from previous year (14289.10) (15580.96)

Balance carried to Balance Sheet (239.45) (14289.10)

1.2 DIVIDEND:

In view of the accumulated losses, your Directors do not recommend payment of any dividend for the year.

2. OPERATIONS :

Your directors are pleased to announce an annual 21% increase in the turnover of the Company. In terms of volumes, the Company has sold 608 machines to achieve a turnover of Rs. 250.57 crores as compared to 520 machines in the previous year with a turnover of Rs.206.57 crores . The raw material costs have gone down as a percentage of sales by almost 500 basis points reflecting economies of scale in purchases and better terms of purchase. The employee costs as a percentage of sales have gone up by 38 basis points reflecting impact of increase in salaries, wages and incentives in line with inflationary trends. The profit before interest and depreciation has improved to Rs. 4634.83 lacs in the current year as against Rs. 2319.85 lacs in the previous year. The interest and finance charges have shown remarkable reduction in view of repayment of most of the loans and better cash flow management. Depreciation has more or less remained constant.

The extraordinary items consist of Rs. 81.35 crores in the aggregate of which about 55% is on account of sacrifices of secured lenders, 35% is from capital and reserves write back and the balance is from others.

The Company has created a deferred tax asset of Rs. 18.15 crores to reflect the virtual certainty for tax set off available against future profits. In view of Sanctioned Scheme reliefs and the cash profits made by the Company in last few quarters, the accumulated debit balance in the profit and loss account has been reduced to only Rs. 2.39 crores.

Your Directors are confident of continuing the profitable working in the current year also although there seems to be challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed.

Detailed analysis of the operations of the Company are available in the Management Discussion and Analysis forming part of the Annual Report.

The domestic business has shown a stellar 27% increase in turnover over last years level at Rs. 202.59 crores (previous year Rs. 159.81 crores). The increase in the turnover in the current year has been supported by the focused vendor management programme, which has helped in slightly easing the pressure on the tight working capital, and also through enhanced customer satisfaction. The market has well accepted the new range of machines from the extrusion and injection moulding machinery business of your Company on account of its efficiency and product quality.

Whereas the exports growth has been sluggish at 3% at Rs. 47.97 crores (previous year Rs. 46.76 crores). Market was competitive due to increased competition from other players which restricted the growth in export business.

3. BUSINESS OUTLOOK:

The market does not look very supportive due to sluggish order book position. The recent ban on plastic gutka packaging has given a big blow to the Packaging Industry, which may adversely affect companys sales in the near future especially for extrusion division. At the same time, Pipe Industry is also experiencing a sluggish demand which is due to huge number of machines being added in past couple of years. However, the Company is trying to open new avenues by special focus on Export Markets & Injection Moulding Machines. Further, because of the virtual debt-free current position of the Company, it is in a better position to meet the challenges before it.

4. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i. that in the preparation of the annual accounts for the financial year ended 31 st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the accounts for the financial year ending 31 st March, 2011 on going concern basis.

5. RECENT DEVELOPMENTS

The Company was declared a sick company by the BIFR on 29th June 2006 and appointed ICICI Bank as the operating agency (OA) under 17 (3) of the Sick Industrial Companies (Special Provisions) Act, 1985. The Honble Bench of BIFR finally sanctioned the Scheme of Rehabilitation on 21 st September, 2010. The following were the principal features of the Sanctioned Scheme.

a) Reduction in the share capital by 60% whereby equity shares of Rs. 10/- each were reduced to equity shares of Rs. 4/- each.

b) Additional Equity share capital to be preferentially allotted to the Promoters /Co- Promoters, after reduction as above, subject to approval of the members by way of a special resolution.

The Companys Board decided to implemented the Sanctioned Scheme of the BIFR for rehabilitation of the Company at its Board Meeting held on 30th March 2011 and hence convened an extraordinary general meeting on 12th May 2011 in terms of the directions of the Honble Bench of BIFR. The shareholders have now, inter alia, approved the following:-

1. Issue of 1,87,50,000 equity shares of Rs. 4/- each at par to Promoters/Co-Promoters on a preferential basis as per the Sanctioned Scheme.

2. Increase in authorised share capital from Rs. 20 crores to Rs. 40 crores including sub- division of equity shares from one equity share of Rs. 4 each to 2 equity shares of Rs. 2 each. The Board deemed fit to sub-divide the equity shares as the standard face value for listed companies is either Re. 1/- or Rs.2/-, Rs. 5/-, Rs. 10/-, etc.

3. Issue of 13,60,000 equity shares to advisors subject to approval of the Bench of BIFR/ AAIFR for issue at par.

The Board shall fix in consultation with Stock Exchanges a Record Date for effecting reduction and sub-division of equity shares and shall complete the issue and allotment of new equity shares and listing thereof soon thereafter.

The Company has, on account of write-backs, reliefs and concessions, fresh issue of shares, etc., wiped out almost the whole of the accumulated losses and thus achieved a positive net worth. The Company is in the process of seeking de-registration as a sick industrial company with the Honble Bench of BIFR.

6. SHIFTING OF REGISTERED OFFICE:

After closure of the year, the Company has shifted its registered office from Plot E-6, U2 Road, Wagle Industrial Estate, Thane - 400 604, to 102/103, Dev Milan, Next to Tip Top Plaza, L.B.S Road, Thane(W)-400 604.

7. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

8. INSURANCE :

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

9. DEPOSITORY:

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Companys shares on either of the Depositories as aforesaid.

10. ENVIRONMENT PROTECTION :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

11. PUBLIC DEPOSITS

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975. The Company had no unclaimed/overdue deposits as on 31 st March 2011.

12. DIRECTORS :

Mr. Kishore C. Gupte has been appointed as an Executive Director of the Company with effect from 1 st April 2011 for a period of three years.

Mr.Jayant Thakur, Mr. Nirmal Gangwal and Mr. Pushp Raj Singhvi have been appointed as Additional Directors with effect from 30th March, 2011. They will hold office till the date of the ensuing Annual General Meeting. Notices in writing under section 257 of the Companies Act, 1956 have been received from few members of the company proposing their candidature.

Mr. Jayant Thakur was appointed as an Additional Director of the Company with effect from 30th March, 2011, and accordingly, in terms of the provisions of the Articles of Association and Section 260 of the Companies Act, 1956, holds office only upto the date of the forthcoming Annual General Meeting.

Mr. Jayant Thakur is 45 years old. He is a qualified Chartered Accountant and practicing in Mumbai since 17 years. He has wide experience in the field of securities and corporate law, tax etc. and his appointment would benefit the Company through his knowledge and experience.

Mr. Nirmal Gangwal has been a pioneer in India in developing Professional Liabilities Management services in India. Over the last 2 decades he has introduced several new and innovative financial solutions, which have now become standard industry practices. He is a qualified Chartered Accountant, Company Secretary and Law Graduate.

With his appointment, the Company would benefit through his experience and expertise in these fields. His passion for resolution in financial adversity, extensive knowledge with ability to think as partnering-entrepreneur, works in interest of all stake holders. He has advised more than 100 Corporates during their challenging and good times across more than 20 industries.

Mr. Pushp Raj Singhvi was appointed as an Additional Director of the Company with effect from 30th March, 2011, and accordingly, in terms of the provisions of the Articles of Association and Section 260 of the Companies Act, 1956, holds office only upto the date of the forthcoming Annual General Meeting.

Mr. Pushp Raj Singhvi is a Commerce and Law Graduate. He has very deep rooted professional interest in the polymer industry. In the entire polymer Industry in India, he is amongst a very few professionals having in-depth knowledge and association of over 40 years in all functional areas of marketing including field sales, Product Management, Regional Sales, Application Development, Product Development, Distribution and Logistics, Perspective Planning and many more. With his appointment the Company would benefit through his knowledge, experience and expertise.

As per the provisions of the Companies Act, 1956 Mr. M. K. Arora, Director, is liable to retire by rotation and offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Arora is a qualified Company Secretary and Law Graduate. He has vast experience in Legal and Corporate matters and his re-appointment would benefit the Company through his extensive knowledge.

13. AUDITORS:

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. AUDITORS OBSERVATIONS:

The observations of the auditors in their report are explained note no. 25 of notes to the accounts.

15. STATUTORY DISCLOSURES :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

b. As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

16. Group for the purposes of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

In pursuance to clause 3(1 )(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, the following lists of the Corporate entities are classified as group under the above said regulations: -

1) DGP Windsor Limited U.K.

2) VIP Industries Limited.

3) Vibhuti Investment Co. Limited

4) Ghodbunder Developers Private Limited.

5) Castle Equipments Private Limited.

6) Renaissance Equipments Private Limited.

7) DGP Securities Limited.

8) Alcon Finance & Investments Limited.

17. ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation of wholehearted support received from all stakeholders, customers and the various departments of Central and State Governments, financial institutions and bankers of the Company. The Directors also wish to place on record their sense of appreciation for devoted services of all the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai K. C. GUPTE P.C. KUNDALIA

Date: 30th May, 2011 Executive Director Director

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Mar 31, 2010

The Directors present the 47th Annual Report together with the audited accounts of the Company for the financial year ended 31st March, 2010.

1. PERFORMANCE OF THE COMPANY

1.1 Results

(Rs. in lacs)

Financial Highlights Year ended Period ended 31.03.2010 31.03.2009 (9 Months)

Sales, Income from operations and other income net of excise. 20,988.98 9,627.21

Profit / (Loss) before Interest & Depreciation 2,289.19 268.33

Less: Interest 768.95 530.81

Less : Depreciation 203.27 163.95

Profit / (Loss) before Extra Ordinary items and tax 1,316.97 (426.43)

Extra Ordinary Items (net) - 304.87

Profit / (Loss) before Tax 1,316.97 (121.56)

Less : Provision for Taxation 0.75 0.50

Fringe benefit tax - 13.79

Profit /(Loss) after Tax 1,316.22 (135.85)

Add/(Less) : Prior years adjustments (net) (24.36) 22.95

1,291.86 (112.90)

Add : Balance brought forward from previous year (15,580.96) (15,468.06)

Balance carried to Balance Sheet (14,289.10) (15,580.96)

1.2 Dividend :

In view of the accumulated losses, your Directors do not recommend payment of any dividend for the year.

2. Operations :

Your Company has in the current year sold 520 machines to achieve the turnover of Rs. 206.57 crores as compared to 225 machines in the previous period (9 months) turnover of Rs.93.11 crores, an annualized growth of 66% despite all constraints faced by a Sick Industrial Company. Your Company has been able to continue its control on administrative costs, while the employee cost has increased due to market condition. The profit before interest and depreciation has improved to Rs. 2289.19 lacs in the current year as against Rs. 268.33 lacs in the previous period.

Detailed analysis of the operations of the Company are available in the Management Discussion and Analysis forming part of the Annual Report. The operations of the Thane unit of the Company continue to remain closed.

3. Domestic Sales & Export Business :

Exports during the year is Rs. 46.76 crores, as against previous period (9 months) exports

of Rs. 23.50 crores thus an annualised increased of 49.24% and is 22.64% of total sales turnover.The increase in the turnover in the current year has been supported by the focused vendor management programme, which has helped in slightly easing the pressure on the tight working capital, and also through enhanced customer satisfaction. The market has well accepted the new range of machines from the extrusion and injection moulding machinery business of your Company on account of its efficiency and product quality.

4. Business Outlook:

The market being supportive in terms of order book position, the outlook for the year seems to be better. The demand for Extrusion Machinery is expected to grow particularly in view of the expected growth in agriculture, telecom and construction sectors. As regards Injection Moulding Machinery business, the demand is expected to grow particularly in view of the expected growth in the consumption of plastic products in the house hold and furniture segments. Further, Automobiles sector also is fuelling the increase in newer capacities.

5. Directors Responsibility Statement:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed :

i. that in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year under review;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the accounts for the financial year ending 31 st March, 2010 on going concern basis.

6. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance, are made a part of the Annual Report.

7. Insurance :

All the assets of your Company including Buildings, machineries, fixtures, other fixed assets, stocks - raw materials, WIP, finished goods, etc. have been adequately insured.

8. Depository :

As the members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialisation of the Companys shares on either of the Depositories as aforesaid.

9. Environment Protection :

The Company has been complying with the requirements of the Pollution Control Regulations in the state of Gujarat.

10. Public Deposits

During the year under review the Company has not accepted fixed deposits from the public.

11. Personnel:

The Companys personnel strength has reduced from 523 to 519 at end of the year.

12. Directors :

Mr. R. R. Nagrajan, Executive Director of the Company has resigned with effect from 28th July, 2009. The Board conveys their good wishes in his new assignment.

As per the provisions of the Companies Act, 1956 Mr. P C Kundalia is liable to retire by rotation and has expressed his willingness for re-appointment at the ensuing Annual General Meeting.

13. Auditors:

The Auditors M/s. Haribhakti & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness to continue, if so appointed.

14. Auditors Remarks :

The clarifications with regard to Auditors remarks are as below:

The Company has already initiated various restructuring measures and some are still proposed to be initiated, therefore the Company would be able to continue its operations in the foreseeable future and as such these financial statements have been prepared on "going concern" basis.

Although the management could not physically verify the fixed assets, at Thane plant adequate measures have been taken for the protection and maintenance of the assets and property.

In regard to the full information with respect to the Thane works for the purpose of Accounting Standard - 28, the details were not available mainly on account of inaccessibility of records due to adverse labour situation.

15. Statutory Disclosures :

a. Particulars to be disclosed as per the provisions of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the Annexure, which forms part of the report.

16. Registration with BIFR :

As the accumulated losses at the end of the financial year ended 31st March, 2010 continue to exceed the entire net worth, your Company is a sick industrial Company as per provisions of section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). A reference had been made and the Company in 2006 is declared sick industrial Company under the provisions of the Sick Industrial Companies (Special Provisions) act by the Board of Industrial and Financial Reconstruction (BIFR) under the said Act vide number 65/2006.

BIFR appointed ICICI as the Operating Agency (OA). Since then a scheme for the rehabilitation of the Company has been submitted to BIFR through the OA seeking certain concessions and financial rearrangements. A Draft Rehabilitation Scheme (DRS) has been circulated by BIFR U/S 19 (2) read with Sec. 19 (1) of the SICA and 1st April, 2009 is the "Appointed Date" for implementation of Scheme. The Scheme has been sanctioned by the said BIFR vide its Order dated 25-10-2010. However, the Company has decided to approach the BIFR bench with Miscellaneous Application for review of certain portions of the Rehabilitation Scheme and some of its terms and conditions. Pending outcome of the Companys application, the accounts and financial statements have been drawn without giving effect of the provisions of the scheme.

17. Group for the purposes of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

In pursuance to clause 3(1 )(e) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, the following lists of the Corporate entities are classified as group under the above said regulations: -

DGP Windsor Limited U.K.

VIP Industries Limited.

Vibhuti Investment Co. Limited

Ghodbunder Developers Private Limited.

Castle Equipments Private Limited.

Renaissance Equipments Private Limited.

DGP Securities Limited.

Alcon Finance & Investments Limited.

18. AGM Extension:

The Company has received approval from Registrar of Companies vide their letter dated 04.11.2010 extending the time for holding AGM of the Company for the year 2009-2010 till 31st December, 2010.

19. Acknowledgement:

The Directors thank the Companys customers, vendors, investors, business associates, stock exchanges and Government Authorities for their support to the Company.

Your Directors also wish to place on record their appreciation of the dedicated services of the employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai P. C. KUNDALIA K C GUPTE

Dated: 13th November, 2010 Director Director