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WINDSOR MACHINES LTD.

05 November 2026 | 12:00

Industry >> Engineering - Heavy

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ISIN No INE052A01021 BSE Code / NSE Code 522029 / WINDMACHIN Book Value (Rs.) 47.88 Face Value 2.00
Bookclosure 03/09/2024 52Week High 344 EPS 0.06 P/E 4,757.26
Market Cap. 3051.54 Cr. 52Week Low 201 P/BV / Div Yield (%) 6.16 / 0.00 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

We have audited the accompanying Standalone Financial Statements of Windsor Machines Limited (hereinafter
referred to as 'the Company’), which comprise of the Standalone Balance Sheet as at March 31,2026, the Standalone
Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow Statement and
the Standalone Statement of Changes in Equity for the year then ended and notes to the financial statements,
including a summary of the material accounting policies and other explanatory information (hereinafter referred to
as'theStandalone Financial Statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Standalone Financial Statements give the information required by the Companies Act, 2013, (“the Act”) in the manner
so required and give a true and fair view in conformity with the Indian Accounting Standards (“Ind AS”) prescribed
under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and
the other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2026,
its loss, other comprehensive income, changes in equity and its cash flows for theyear ended on that date.

Basis of Opinion

We conducted our audit in accordancewith the Standards on Auditing (SAs) specified under Section 143(10) ofthe
Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that
are relevant to our audit ofthe Standalone Financial Statements under the provisions ofthe Companies Act, 2013 and
the Rules there-under, and we have fulfilled our other ethical responsibilities in accordancewith these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit ofthe
Standalone Financial Statements ofthe current year.These matters were addressed in the context of our audit ofthe
Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matter described below to be the key audit matter to be
communicated in our report.

Key Audit Matter 1

1 How our Audit Addressed the key Audit Matter

Revenue Recognition

In view of the significance of the matter we have applied
the following audit procedures in this area, among others

Revenue of the Company mainly comprises of sale of
Extrusion Machinery, Injection Moulding Machinery, CNC,

to obtain sufficient appropriate audit evidence:

VMC and SPM Machinery to its customers, domestic as

• Assessing the Company’s accounting policies for

well as foreign.

revenue recognition by comparing with the applicable

• Revenue from sale of goods is recognized when control

accounting standards;

is transferred to the customers of promised product and

• Testing the design, implementation and operating

when there are no other unfulfilled obligations. This

effectiveness of key internal controls over timing of

requires detailed analysis of each contract/customer

recognition of revenuefrom sale of goods;

purchase order regarding timing of revenue

• Performing testing on selected statistical samples of

recognition.

customer contracts. Checked terms and condition

• Inappropriate assessment could leadtoa riskof revenue

related to acceptance of goods, acknowledged delivery

being recognized on sale of goods before the control in

receipts and tested the transit time to deliver the goods

the goods is transferred to the customer.

and its revenue recognition. Our tests of details focused
on cut-off samples to verify only revenue pertaining to

Accordingly, timing of recognition of revenue isa keyaudit

current year is recognized based on terms and

matter.

conditions set out in sales contracts and delivery
documents.

Emphasis of Matter
We draw attention to:

a. As stated in Note 55 to the Standalone Financial Statements, the Hon’ble National Company LawTribunal, Ahmedabad

Bench, on March 19, 2026, has approved the Scheme of Amalgamation of Global CNC Private Limited (Global), a
wholly-owned subsidiary, with the Company, with effect from April 1,2025. Accordingly, the corresponding financial
information in the Standalone Financial Statementswere restated toaccountforthescheme of amalgamation as per
the requirement of applicable Accounting Standards. The Company had acquired control over the erstwhile Global
CNC Private Limited w.e.f. February 14, 2025. The financial information for the year ended March 31, 2025 in so far it
pertains to the erstwhile Global CNC Private Limited were audited by another auditor whose report dated May 23,
2025 had expressed an unmodified opinion and for the period April 1, 2024 to February 13, 2025 were reviewed by
another auditor dated May 14, 2025. Accordingly, the comparative information in the Standalone Financial
Statements have been restated to give effect oftheamalgamationforthe period February 14,2025 to March 31,2025.

b. As stated in Note 46 to the Standalone Financial Statements, the Company has hied for the voluntaryjudicial
liquidation for Wintal Machines SRL, Italy (Wintal) (100%subsidiary) and the administrator appointed by the Court of
Brescia has taken control on all the activities of the Wintal w.e.f. December 30, 2024. The Company has already
provided for total investment and receivables from Wintal in standalone financial statements in the past and it does
not expect any proceeds from the above Judicial Liquidation.

c. As stated in Note 47 to the Standalone Financial Statements, the Company has decided to shift both manufacturing
plants i.e. Extrusion machinery plant from Vatva (Dist. Ahmedabad) and Injection machinery plant from Chhatral
(Dist. Gandhinagar) to a new state-of-the-art integrated manufacturing facility at Chibhda Dist. Rajkot. The Injection
machinery plant shifting to Chibhda, Rajkot has been completed at one time cost of Rs. 215 Lakhs which include
logistics, human resources training and other associated cost, accounted in other expenses during the current year.
The Extrusion machine plant shifting has been substantially completed during the current year at one time cost of Rs.
266.64 Lakhs which include logistics, human resources training and other associated cost accounted in other
expenses. The Company has agreed and paid a total onetime payment to union workers at Extrusion and Injection of
Rs. 225.07 Lakhs and Rs. 486.54 Lakhs respectively. The Company has also settled Thane workers claims for Rs. 450.00
Lakhs. Accordingly, Rs. 1,161.61 Lakhs has been accounted as an exceptional item during theyear.

d. As stated in Note 52 to the Standalone Financial Statements, the Government of India, on November 21,2025, notified
the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security,
2020, and the Occupational Safety, Health and Working Conditions Code, 2020- consolidating 29 existing labour laws.
The Company has assessed impact of these changes on the Standalone Financial Statements on the basis of the
guidance provided by the Institute of Chartered Accountants of India. The incremental onetime impact of gratuity of
Rs. 98.51 Lakhs arises due to change in wage definition which has been accounted in the employee benefit expenses
fortheyearended March31,2026.

e. As stated in Note 53 to the Standalone Financial Statements, the Company has shifted operations of Vatva & Chhatral

plants to Chibhda, Rajkot. The Company has entered MOU for Jalgaon & Vatva plant sales. The Chhatral and Thane
Plant are also available for sales. According the Company has classified the written down value ofthe aforesaid plants
under Assets held for sale as per Ind AS 105 “Non-current assets held for sale and discontinued operations”.

Our opinion is not modified in respect of this matter.

Information Other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s management and the Board of Directors are responsible for the other information. The other information
comprises the information included in the Company’s annual report, but does not include the Standalone Financial
Statementsand ourauditor’s reportthereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit ofthe Standalone Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information; we are required to report that fact.
We have nothing to report in this regard.

The Company’s Management and the Board of Directors are responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind-
AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from
material misstatement,whetherduetofraud or error.

In preparing the Standalone Financial Statements, the Management and Board of Directors are responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless Management and Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities forthe Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken onthe basisoftheseStandalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion.The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(l) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls with reference to Standalone Financial Statements
in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management and the Board of Directors.

• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as
a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a
manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial
Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our
audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
standalonefinancial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements for theyear ended March 31,2026 and are therefore the key
audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Other Matter

The corresponding financial information of the Company for theyear ended March 31, 2025 included in these Standalone
Financial Statements, are based on the financial statements for the year ended March 31, 2025 which were audited by
previous Statutory Auditor on which they expressed an unmodified opinion vide their report dated May 26,2025.

Ouropinion is notqualified in respect ofthese matter

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central Government in terms

of section 143 (11) ofthe Act, wegive in the“Annexure A”a statement on the matters specified in paragraphs 3 and 4 of

the Order, to the extent applicable.

2. As required bySectionl43(3) ofthe Act, we reportthat:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes ofouraudit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from ourexamination ofthose books;

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive
Income), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity dealt with by
this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on April 01,2026 taken on record by the
Board of Directors, none ofthe directors are disqualified as on March 31,2026 from being appointed as a director
intermsofSectionl64(2) oftheAct.

f) With respect to the adequacy of the internal financial controls with reference to these Standalone Financial
Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.

g) With respect to the other matters to be included in the Auditors’ Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during theyear is in accordance
with the provisions of section 197 oftheAct.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information and according to
the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone
Financial Statements - Contingent Liabilities to the Standalone Financial Statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses as at March 31,2026.

iii. There has been no delay in transferring the amount to the Investor Education and Protection Fund by the
Company and the applicable procedures are duly complied with.

iv. (A) The management has represented that, to the best of its knowledge and belief, no funds have been

advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee,security orthe likeon behalfofthe Ultimate Beneficiaries;

(B) The management has represented, that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with
the understanding, whether recorded in writing or otherwise, that the Company shall, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalfofthe Funding Party or provide any guarantee, security or the like from or
on behalfofthe Ultimate Beneficiaries;and

(C) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the representations under sub-clause (A) and (B)
above contain any material misstatement.

v. No dividend has been declared or paid during theyear by the Company.

vi. Based on our examination which included test checks, the Company has used an accounting software for
maintaining its books of account which has a feature of recording of audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the software. Further, during the
course of our audit, we did not come across any instance of audit trail feature being tampered with.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record
retention.

For S K Patodia & Associates LLP

Chartered Accountants
Firm Registration Number:H2723W/W100962

Dhiraj Lalpuria

Partner

Place: Mumbai Membership Number: 146268

Date: May9,2026 UDIN:26146268JPDSEX7590