1. We have audited the accompanying Standalone Financial Statements of WINDSOR MACHINES LIMITED (the"Company"),
which comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including other Comprehensive
Income), the Cash flow Statement and the Statement of Changes in Equity for the year ended on that date and a summary of
the material accounting policies and other explanatory information.

2. 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 accounting principles generally accepted in India including Indian Accounting
Standards ("IND AS") specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at
31st March, 2025 and its loss (financial performance including other comprehensive income), its cash flows and the changes
in equity for the year ended on that date.

Basis of Opinion

3. We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the "Auditor's Responsibilities for the Audit of the Financial
Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (the "ICAI") together with the ethical requirements that are relevant to our audit
of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit
evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

4. We draw attention to

a. Note No 46 to the financial statements where company had executed One time Settlement (OTS) for inter-corporate
loans (ICD) outstanding (net) of ' 5880.65 Lakhs given in the earlier years. Under the settlement, the Company has
received upfront payment of ' 1875.00 Lakhs & balance payment of ' 4300.00 Lakhs will be received before 30th June
2025 (including grace period). The Company has waived total non-accrued interest of Rs. 5364.34 Lakhs starting from
April 2019 & reversed the provision of ' 294.34 Lakhs on account of the receipt of the same under this settlement. Our
conclusion is not modified in respect of this matter.

b. Note No. 47 to the financial statements where the Company has settled interest bearing capital advance under OTS.
Under this settlement, the Company has received a total capital advance refund of ' 2461.35 as one-time payment from
the service provider. Our conclusion is not modified in respect of this matter.

c. Note No. 48 to the financial statements where the company has filed for voluntary judicial liquidation application with
the Court of Brescia for Wintal Machines SRL, Italy (Wintal) (100% subsidiary) has been approved by the court on 30th
December 2024 and the court has appointed administrator to take control of Wintal. Accordingly, the administrator has
taken control on all the activities of the Wintal w.e.f. 30th December 2024. The Company has already provided for total
investment & receivables from Wintal in standalone accounts and it does not expect any proceeds from the above
Judicial Liquidation. Our conclusion is not modified in respect of this matter.

d. Note No. 49 of the financial statements, where subsidiary of the company, The Company has entered into an agreement on 9th
January 2025 with the buyer to sell the entire stake of 44.70% in RCube Energy Storage Systems Pvt Ltd. ("RCube") & accordingly
the sale transaction has been completed on 7th February 2025. Consequent to the loss of control over said subsidiary and as per
the requirements of Ind AS 110 "Consolidated financial Statements", unaudited financial results as certified by the management
of RCube has been consolidated till 6th February 2025. The Company has already provided for the entire investment of ' 919
Lakhs in standalone financial results during the period ended 30th September 2024 & net sale proceeds of ' 33.47 Lakhs has
been accounted as an exceptional income for the period ended 31st March 2025. Our conclusion is not modified in respect of
this matter.

e. Note No. 40.2 to the financial statements regarding certain additions to the Income Tax return of Company for AY 11-12 in the
past, which Company appealed to CIT (A). CIT (A) cancelled additions made by AO. The Income Tax Department challenged the
CIT (A) decision before ITAT which has allowed appeals filed by revenue. Company had filed a Miscellaneous Application (MA) to
the ITAT but MA has been rejected. Accordingly, the Company has provided for the Tax liability which works out to be ' 1585.49

Lakhs including interest up to the period ended on 31st March 2025. The Company has now filled appeal with Mumbai High
court against the order of ITAT. Our conclusion is not modified in respect of this matter.

f. Note No. 40.4 to the financial statements where the Assessing officer disallowed business loss of ' 3873.13 lacs for investment

write off of subsidiary company and allowed Rs. 5238.49 lacs as Long term/short term Capital losses in the past. The Company
had filed an appeal before CIT(A) but to reduce the litigation the Company has applied for Direct Tax Vivaad se Vishwas
Scheme, 2024 (DTVSV Scheme, 2024) for AY 2020-21. Accordingly, Income Tax expense of ' 1396.2 lacs including interest has
been booked and deferred tax liability reduction (gain) of ' 1231.18 lacs during the current year. Our conclusion is not modified
in respect of this matter.

Key Audit Matters

5. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

6. We have determined the matter described below to be the key audit matter to be communicated in our report.

Information other than the Financial Statements and Auditor's report thereon

7. The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual Report but does not include the standalone financial statements and our auditor's report
thereon.

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 of the 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 during the course of our 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.

Responsibility of Management and those charged with Governance for the Standalone Financial Statements

8. The Company's Board of Directors is 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 state of affairs (financial position),
profit and loss (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 IndAS prescribed under
Section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes 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 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, whether due to fraud or error.

9. In preparing the standalone financial statements, Management is 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 either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility

11. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free
from material misstatement, either 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 on the basis of these standalone financial statements.

12. 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 financial control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the company has adequate internal financial controls system 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.

• 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.

13. 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 (i) in 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 Standalone
financial statements.

14. 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.

15. 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.

16. For 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 of the current period and are therefore the key audit matters.
We describe these matters in our auditor's 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.

Report on Other Legal and Regulatory Requirements

17. As required by Section 197(16) of the Act, in our opinion and according to the information and explanations given to us the
company has paid remuneration to directors during the year in accordance with the provisions and limits laid down under
section 197 read with Schedule V of the Act.

18. As required by Company (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of
section 143(11) of the Act, in our opinion and to the best of our information and according to the explanations given to us we
give in the Annexure "A", a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable.

19. Further to our comments in Annexure A, as required by section 143(3) of the Act, based on our audit, we report that:

a. We have sought and obtained all information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our Audit;

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

c. The standalone financial statements 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 relevant rules issued thereunder;

e. On the basis of the written representations received from the directors and taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2025 from being appointed as a Director in terms of Section 164 (2)
of the Act;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over
financial reporting;

g. 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 as amended, in our 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 the standalone financial
statements;

ii) The Company did not have any material foreseeable losses on long term contracts including derivative contracts; and

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended March 31, 2025.

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 or the like on behalf of the 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, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures that were 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)
contain any material misstatement.

v) The Final dividend paid or declared for the previous year is in accordance with section 123 of the Act to the extent it
applies for the payment of dividend.

vi) Based on our Examination, which included test checks, the company has used accounting software for maintaining its
books of accounts for the financial year ended March 31, 2025 which has a feature of audit trail facility and the same
operated throughout the year for all relevant transactions recorded in the software. Further, during the course of
audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been
preserved by the Company as per the statutory requirements for record retention.

For J B T M & ASSOCIATES LLP

Firm Registration Number: W100365

Yashika Jain

Place: Mumbai ^Partner

Date: May 26, 2025 Membership No. 168952

UDIN: 25168952BMLZFC8799