Board Meeting Details

The Board of Directors meeting was held on Friday, November 06, 2026, commencing at 10:00 a.m. (IST) and concluding at 10:28 a.m. (IST).

Key Decisions Approved

1. Preferential Issue of Convertible Warrants

The Board approved the issuance of up to 62,50,000 (Sixty-Two Lakhs Fifty Thousand) Fully Convertible Warrants with the following terms:

Instrument Details:

  • Each warrant convertible into one fully paid-up equity share of face value ₹2 each
  • Issue price: ₹301.00 per warrant (including premium of ₹299.00 each)
  • Total issue size: ₹188,12,50,000 (Rupees One Hundred Eighty-Eight Crore Twelve Lacs and Fifty Thousand)
  • Conversion period: Maximum 18 months from date of allotment
  • Payment terms: 25% of issue price payable upfront at allotment, balance 75% payable upon conversion
  • Unconverted warrants lapse after 18 months with forfeiture of upfront consideration

Allottee Details:

| Investor Name | Number of Warrants | Category | Investment Amount |

| S Gupta Family Enterprises Private Limited | 50,00,000 | Non-promoter | ₹150,50,00,000 |

| KITARA PIIN 2601 | 12,50,000 | Non-promoter | ₹37,62,50,000 |

Regulatory Framework:

The issuance will be made under Section 42 and Section 62(1)(c) of Companies Act, 2013, read with relevant Rules, Chapter V of SEBI ICDR Regulations, 2018, and other applicable laws, subject to shareholder and regulatory approvals.

Shareholding Impact (Post-Conversion on Fully Diluted Basis):

| Investor Name | Pre-issue Shares | Pre-issue % | Post-issue Shares | Post-issue % |

| S Gupta Family Enterprises Private Limited | 0 | 0 | 50,00,000 | 4.56% |

| KITARA PIIN 2601 | 0 | 0 | 12,50,000 | 1.14% |

2. Extraordinary General Meeting

The Board approved convening an EGM on Saturday, December 05, 2026, at 11:00 A.M. (IST) through Video Conferencing/Other Audio-Visual Means to seek shareholder approval for the preferential warrant issue.

3. Scrutinizer Appointment

Ms. Rama Subramanian, Practicing Company Secretary (ACS-15923 and COP No: 10964), appointed as Scrutinizer to oversee the e-voting process for the EGM.

Additional Information

The notice of EGM will be submitted to stock exchanges and made available on company website (www.windsormachines.com) and exchange websites (www.bseindia.com, www.nseindia.com).