Outcome of Board Meeting

WINDSOR MACHINES LIMITED Email : contact@windsormachines.com Registered Office: Floor No. 3 & 4, Corporate Website : www.windsormachines.com House No. 6, Block B, Magnet Corporate Park, Contact Number: +91 79 69360300/01 Off. S G Highway, Thaltej, Ahmedabad, Gujarat, CIN : L99999GJ1963PLC168458 Partner in progress India, 380054 November 06, 2026 BSE Limited. National Stock Exchange of India Limited. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/ 1, G Block, Dalal Street, Fort, Bandra- Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 522029 Trading Symbol: WINDMACHIN Subject: Outcome of the Meeting of the Board of Directors of Windsor Machines Limited. Reference: Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, [“SEBI LODR Regulations”]. Dear Sir/Madam, With reference to the captioned subject and pursuant to Regulation 30 and other applicable provision, if any, of SEBI LODR Regulations, this is to inform you that the meeting of the Board of Directors of the Company held today i.e. Friday, November 06, 2026 commenced at 10:00 a.m. (IST) and concluded at 10:28 a.m. (IST), inter-alia, considered and approved the following: 1. To issue up to 62,50,000 (Sixty-Two Lakhs Fifty Thousand) Fully Convertible Warrants (“Warrants”), each convertible into, or exchangeable, at the option of the Investors, 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 Rs. 2/- (Rupees Two Only) each, at an issue price of ₹ 301.00/- (Rupees Three Hundred and One only) (including premium of ₹ 299.00/- each) per Warrant, aggregating up to ₹ 188,12,50,000/- (Rupees One Hundred Eighty-Eight Crore Twelve Lacs and Fifty Thousand only) for cash consideration, by way of a preferential allotment on a private placement basis. An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% of the Warrant Issue Price shall be payable by the Warrant holder(s) on the exercise of the Warrant(s). Unconverted Warrants shall lapse upon the expiry of 18 months, and the upfront consideration paid towards such Warrants shall stand forfeited. These Warrants are to be issued to certain identified persons (collectively referred to as "Investors") listed below, payable in cash, on a preferential allotment on a private placement basis in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, as amended ("Act"), read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and the Companies (Share Capital and Debentures) Rules, 2014, as amended ("Rules"), Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), and other applicable laws, subject to the approval of shareholders, and such other statutory and regulatory authorities, as applicable. The Rajkot Plant: Survey No 1147, 1148, 1149 and 1177, Village: Chibhda, Sub-District: Lodhika, District: Rajkot, Gujarat, PIN: 360035 WINDSOR MACHINES LIMITED Email : contact@windsormachines.com Registered Office: Floor No. 3 & 4, Corporate Website : www.windsormachines.com House No. 6, Block B, Magnet Corporate Park, Contact Number: +91 79 69360300/01 Off. S G Highway, Thaltej, Ahmedabad, Gujarat, CIN : L99999GJ1963PLC168458 Partner in progress India, 380054 issuance will be conducted in such manner and on such terms and conditions as determined by the Board in its absolute discretion in accordance with the SEBI ICDR Regulations and applicable laws. Following table provides the details of Proposed Allottees of Warrants convertible into Equity Shares. Sr. Name of Investor Maximum number Category Maximum No. of warrants to be Consideration issued (in ₹) 1 S Gupta Family 50,00,000 Non- 150,50,00,000/- Enterprises Private promoter Limited 2 KITARA PIIN 2601 12,50,000 Non- 37,62,50,000/- promoter The relevant details required under Regulation 30 of SEBI LODR Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are enclosed as “Annexure-I”. 2. Convening an Extraordinary General Meeting ("EGM") of the members of the Company which will be held on Saturday, December 05, 2026, at 11:00 A.M. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") to seek approval of the members for the issue of the Warrants by way of a preferential allotment on a private placement basis. The notice of the EGM will be separately submitted to the Stock Exchange(s) and sent to the Members of the Company. It will also be available on the Company’s website at www.windsormachines.com, as well as on the websites of BSE Limited (www.bseindia.com) and the National Stock Exchange of India Limited (www.nseindia.com) in due course. The appointment of Ms. Rama Subramanian, a Practicing Company Secretary (ACS- 15923 and COP No: 10964), as the Scrutinizer to oversee the e-voting process for the EGM of the Company in a fair and transparent manner. Kindly take the above information on your records. For Windsor Machines Limited Rohit Sojitra Company Secretary and Compliance Officer Encl: a/a Rajkot Plant: Survey No 1147, 1148, 1149 and 1177, Village: Chibhda, Sub-District: Lodhika, District: Rajkot, Gujarat, PIN: 360035 WINDSOR MACHINES LIMITED Email : contact@windsormachines.com Registered Office: Floor No. 3 & 4, Corporate Website : www.windsormachines.com House No. 6, Block B, Magnet Corporate Park, Contact Number: +91 79 69360300/01 Off. S G Highway, Thaltej, Ahmedabad, Gujarat, CIN : L99999GJ1963PLC168458 Partner in progress India, 380054 Annexure-I The relevant details required under Regulation 30 of SEBI LODR Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are as below: Sr. Particulars Information 1 Type of securities Convertible Warrants carrying a right to convert one (1) proposed to be issued warrant into one (1) equity share (viz. equity shares, convertibles etc.); 2 Type of issuance Preferential allotment on a private placement basis in (further public accordance with the provisions of the Companies Act, 2013 offering, rights issue, and the rules made thereunder and SEBI (Issue of Capital depository receipts and Disclosure Requirements) Regulations, 2018, as (ADR/GDR), amended (" SEBI ICDR Regulations") and other applicable qualified institutions laws placement, referential allotment etc.); 3 Total number of Up to 62,50,000 (Sixty-Two Thousand and Fifty Thousand) securities proposed to convertible warrants (“Warrants”) at an issue price of ₹ be issued or the total 301.00/- (Rupees Three Hundred and One only) per amount for which the Warrant (including a premium of ₹ 299.00/- each), securities will be aggregating up to ₹ 188,12,50,000/- (Rupees One Hundred issued Eighty-Eight Crore Twelve Lacs and Fifty Thousand only), (approximately) each convertible into, or exchangeable for 1 (one) fully paid- up equity share of the Company having face value of ₹ 2/- (Rupee Two Only). 4 Disclosure in case of preferential issue : i Names of the Name of Proposed Category Warrants to be investors; allottee allotted S Gupta Family Non- 50,00,000 Enterprises Private promoter Limited KITARA PIIN 2601 Non- 12,50,000 promoter ii Number of investors; 2 (Two) ii Post allotment of securities - outcome of Name of Pre-preferential Post-preferential the subscription, issue Proposed issue issue* price / allotted price allottee Number % of Number % of (in case of of shares total of shares total convertibles); number number of of shares shares S Gupta 0 0 50,00,000 4.56 Family Enterprises Rajkot Plant: Survey No 1147, 1148, 1149 and 1177, Village: Chibhda, Sub-District: Lodhika, District: Rajkot, Gujarat, PIN: 360035 WINDSOR MACHINES LIMITED Email : contact@win [Showing first 8,000 characters — download PDF for full document]