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Company Information

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WINDSOR MACHINES LTD.

13 March 2026 | 12:00

Industry >> Engineering - Heavy

Select Another Company

ISIN No INE052A01021 BSE Code / NSE Code 522029 / WINDMACHIN Book Value (Rs.) 82.53 Face Value 2.00
Bookclosure 03/09/2024 52Week High 409 EPS 0.84 P/E 278.30
Market Cap. 2064.26 Cr. 52Week Low 228 P/BV / Div Yield (%) 2.85 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2025-03 

p. Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the
present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre tax
rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase
in the provision due to the passage of time is recognised as interest expense.

Provision is made for an amount of any dividend declared being appropriately authorised and no longer at the discretion
of the entity on or before the end of the reporting period but not distributed at the end of the reporting period.

q. Contingent Liabilities and contingent assets

Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence will

only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the

control of the Company or present obligation where it is not probable that an outflow of resources will be required or
where a reliable estimate of the obligation cannot be made.

Contingent asset is not recognised in the financial statements. A contingent asset is disclosed, where an inflow of
economic benefits is probable.

r. Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions
of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or
expense associated with investing or financing cash flows. The cash flows from operating, investing and financing
activities of the Company are segregated based on the available information.

s. Earnings per Share

(i) Basic earnings per share

Basic earnings per share are calculated by dividing:

The net profit after tax for the year attributable to the equity shareholders of the Company by weighted average
number of equity shares outstanding during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take in to
account:

The after income tax effect of interest and other financing costs associated with dilutive potential equity shares,
and

The weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.

t. Dividends

Provision is made for an amount of any dividend declared being appropriately authorized and no longer at the discretion
of the entity on or before the end of the reporting period but not distributed at the end of the reporting period.

u. Asset held for sale

"An entity shall classify a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered
principally through a sale transaction rather than through continuing use."

For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject
only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly
probable. Thus, an asset (or disposal group) cannot be classified as a non-current asset (or disposal group) held for sale, if
the entity intends to sell it in a distant future.

For the sale to be highly probable, the appropriate level of management must be committed to a plan to sell the asset (or
disposal group), and an active programme to locate a buyer and complete the plan must have been initiated. Further, the
asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation to its current fair value.
In addition, the sale should be expected to qualify for recognition as a completed sale within one year from the date of
classification, except as permitted by paragraph 9, and actions required to complete the plan should indicate that it is
unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The probability of
shareholders' approval (if required in the jurisdiction) should be considered as part of the assessment of whether the sale
is highly probable.

The above borrowings includes borrowing from Axis Bank:

i) The loan of ' 195.20 Lacs (As on March 31, 2024: ' 269.84 Lacs) is repayable in total 57 Monthly installments,
commenced from January 2023. Interest Rate of 9.75% p.a. Current Maturities is ' 68.89 Lacs (As on March 31, 2024:
' 68..89 Lacs) reflected under Current Borrowings.

Security and other details:

Secured by Mortgage on 1 NO. OF HORIZONTAL MACHINING CENTRE HCN-8800.

ii) The loan of ' 234.33 Lacs (As on March 31, 2024: ' 317.24 lacs) is repayable in total 56 Monthly installments,
commenced from October 2023. Interest Rate of 9.75% p.a. Current Maturities is ' 76.54 Lacs (As on March 31, 2024:
' 68.89 Lacs) reflected under Current Borrowings.

Security and other details:

Secured by Mortgage on 1 NO. OF MACHINE HCN-10800.

The above borrowings includes borrowing from DMG MORI Finance GMBH (Germany):

The loan of ' 466.17 Lacs (As on March 31, 2024: ' 546.63 lacs) is repayable in total 60 Monthly installments, commenced

from March 2024. Interest Rate of 4% p.a. Current Maturities is ' 97.02 Lacs (As on March 31, 2024: ' 110.93 lacs) reflected

under Current Borrowings.

Security and other details:

Secured by Mortgage on 1 DMU 80 FD duoBLOCK with standard accessories.

37. FAIR VALUE MEASUREMENT

Financial Instrument by category and hierarchy

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a
current transaction between willing parties in an arm's length transaction. The Company has made certain judgements and
estimates in determining the fair value of the financial instruments that are (a) recognised and measured at fair value and (b)
measured at amortised cost and for which fair values are disclosed in the financial statements.

The following methods and assumptions were used to estimate the fair values:

i) Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current
liabilities, short term borrowing from banks approximate their carrying amounts largely due to short term maturities of
these instruments.

Quoted investments are fair valued at their market price. The fair value of foreign exchange forward contracts is
determined using forward exchange rate at the balance sheet date.

The fair value for loan, security deposit were calculated based on cash flows discounted with current lending rates, they
are carried at amortised cost.

ii) Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as
interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to
account for expected losses of these receivables. Accordingly, fair value of such instruments is not materially different
from their carrying amounts.

The fair values of non-current borrowings are based on Effective rate of interest. They are classified as level 2 fair values in
the fair value hierarchy due to the use of direct/indirect observable inputs.

For financial assets and liabilities that are measured at fair value, the carriying amounts are equal to the fair values.

38. CAPITAL MANAGEMENT

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. Management monitors the return on capital as well as the level of dividends to
ordinary shareholders.

The Company monitors capital using a ratio of 'adjusted net debt' to 'total equity'. For this purpose, adjusted net debt is
defined as total borrowings including current maturities less cash and cash equivalents including margin money deposits kept
against borrowings. Total equity comprises all components of equity.

The Company monitors capital on the basis of the following gearing ratio:

39. FINANCIAL RISK MANAGEMENT

Financial risk management objectives and policies:

The Company's financial risk management is an integral part of how the company plans and executes its business strategies.

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a
financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign
currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is
attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables,
payables and loans and borrowings.

The Company manages market risk through a finance department, which evaluates and exercises independent control over
the entire process of market risk management. The activities of this department include management of cash resources,
implementing hedging strategies for foreign currency exposures like foreign exchange forward contracts, borrowing strategies
and ensuring compliance with market risk limits and policies.

Market Risk- Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes
in market interest rates. In order to optimize the Company's position with regards to interest income and interest expenses and
to manage the interest rate risk, finance department performs a comprehensive corporate interest rate risk management by
balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

According to the Company, interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, the
analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the
whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management
personnel and represents management's assessment of the reasonably possible change in interest rates.

Market Risk - Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates. The Company operates internationally and portion of the business is transacted in several currencies
and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases
from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by
purchasing of goods, commodities and services in the respective currencies.

Other market price risks

The Company is exposed to equity price risk, which arises from FVTPL equity securities. The Company has very insignificant
portion of amounts in unquoted equity instruments other than subsidiary. The management monitors the portion of equity
instruments in its investment portfolio based on market indices. For quoted investments carried at fair value through profit
and loss, the impact of 5% increase in the value of portfolio at the reporting date on profit would have been an increase by Nil
lacs before tax (2023-24 ' Nil lacs, before tax). An equal change in opposite direction would have decreased profit by Nil before
tax (2023-24 ' Nil lacs, before tax).

Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage
this, the Company periodically assesses financial reliability of customers and other counter parties, taking into account the
financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets.

Trade and other Receivables

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the
business environment in which the entity operates. Based on the historical data and financial position of party and chances of
recovery, provision/impairment allowance has been considered and created.

Financial Assets

Investment of surplus funds are made only with approved counter parties and within credit limits assigned to each counter
party.

Financial Assets are considered to be of good quality and there is no significant increase in credit risk except as those disclosed
in Fianancial statement.

Cash & Bank Balances

The compnay held cash and bank balances with credit worthy banks and financial institutions. The credit worthiness of such
banks and financial institutions is evaluated by the management on an ongoing basis and is considered to be good.

Liquidity Risk

Liquidity risk is the risk that company will encounter difficulty in meeting its financial obligations as they fall due. Prudent
liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through
an adequate amount of committed credit facility to meet obligations when due. Management monitors rolling forecasts of the
Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The company manages
liquidity risk by preparing month on month cash flow projection to monitor liquidity requirement.

40.1 For the Assessment year 2018-19, the Assessing officer made addition on account of under statement of duty drawback
received for export of goods under sec 36(1)(va) of IT Act. The company has filed appeal before the Commissioner of Income
Tax (Appeals).The amount of contigent liability involved is ' 24.07 Lacs and interest as applicable thereon.

40.2 The Assessing Officer (AO) made 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.

40.3 For Asseesment Year 2013-14, 2014-15 & 2015-16, The AO made adjustment to Book profit for MAT computation and same
was challenged to CIT(A)/ITAT by the Company. ITAT refered back matter to CIT(A)/AO to determine claim submitted by the
Company & recalculate Book profit and MAT Credit. The amount of contingent liability involved is ' 658.08 Lacs and interest as
applicable thereon.

40.4 For the Assessment year 2020-21, the Assessing officer disallowed business loss of ' 3873.13 lacs for investment write off of
subsidiary company and allowed ' 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 financial year.

The Company has been advised that the outcome of the all above cases which has not been provided for in the books of
accounts will be in favor of the Company.

Note 44 Employees Benefits (Disclosure as per Ind As 19)

The disclosure required under Ind As 19 "Employees Benefits" are given below:

a) Provident Fund - Defined Contribution Plan :

Contributions to the Provident Fund are made to Provident Fund Organization and all employees are entitled to Provident
Fund benefits. Amount debited to the statement of profit and loss is ' 213.16 Lacs during the year (' 217.04 Lacs during
previous year).

b) Gratuity & Leave Encashment- Defined Contribution Plan :

i. The Company has various schemes of retirement benefits, viz. Superannuation, Gratuity and Leave Encashment. Such
liabilities of Vatva & Chhatral Works are administered by separate trusts formed for this purpose through the Group
schemes of Life Insurance Corporation of India. The liability for the Gratuity and Leave Encashment is determined on the
basis of an independent actuarial valuation done at the year-end. The actuarial valuation method used for measuring the
liability is the Projected Unit Credit method. The obligation are measured as the present value of estimated future cash
flows discounted at rates reflecting the prevailing market yields of Indian Government securities as at the Balance Sheet
date for the estimated term of the obligations. The estimates of future salary increases considered takes into account the
inflation, seniority, promotion and other relevant factors.

The company had executed the one time settlement (OTS) for inter-corporate loans (ICD) outstanding (net) of ' 5880.65 Lakhs
during the current year, 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 ' 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.

Note 47

The company had also settled interest bearing capital advance under OTS during the current financial year. Under this
settlement, the Company has received a total capital advance refund of ' 2461.35 as onetime payment from the service
provider.

Note 48

The voluntary judicial liquidation application filled 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.
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 Wintal Italy has been consolidated till 29th
December 2024. The Company has recognised gain of ' 3790.71 lakhs under exceptional items in the consolidated financial
statement pursuant to cessation of parent-subsidiary relationship with Wintal. 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.

Note 49

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 in the current
year & net sale proceeds of ' 33.47 Lakhs has also been accounted as an exceptional income for the current year.

Note 50

The Company has completed acquisition of Global CNC Pvt Ltd (Global) on 13th February 2025 as per Share Purchase
agreement entered on 11th November 2024. Accordingly, Global has become subsidiary of the Company and the Company has
taken control of the management of Global. The purchase consideration paid has been allocated in accordance with the Ind AS
103 "Business Combinations" on the basis of fair value of the acquired assets and liabilities. Accordingly, the Company has
recognised goodwill of ' 31,334.77 lakhs. The results of consolidated accounts are included in the results from 14th February
2025, hence previous period figures are not comparable with current period.

The Company Issued and allotted the following securities by way of preferential allotment basis during the year:

(i) 26,06,202 fully paid-up equity shares having face value of ' 2/- each at an issue price of ' 191.85/- each to person forming
part of the promoter group of the Company;

(ii) 91,21,708 fully paid-up equity shares having face value of ' 2/- each at an issue price of ' 191.85/- each to the Non¬
promoters of the Company;

(iii) 78,18,608 warrants each convertible into, or exchangeable for, one equity share with balance 75% amount payable within
the period of 18 months from the date of allotment, at a price of ' 191.85/- each, to person forming part of the promoter
group of the Company.

(iv) 1,82,43,419 warrants each convertible into, or exchangeable for, one equity share with balance 75% amount payable
within the period of 18 months from the date of allotment, at a price of ' 191.85/- each, to the Non-promoters of the
Company. Out of this 78,18,608 warrants are fully paid during the year & accordingly, equity shares have been issued."

iii) The Company does not have any charge or satisfaction which is yet to be registered with Registrar of Companies
beyond the statutory period.

iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) "The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:(a) 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(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries."

vi) "The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) 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 (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries."

vii) The Company do not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income in the tax assessments under the Income-tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income-tax Act, 1961).

viii) The Company has not been declared wilful defaulter by any bank or financial institution or Government or any
Government authority or other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India.

ix) The Company has complied with the number of layers prescribed under Clause (87) of Section 2 of the Companies Act,
2013 read with the Companies (Restriction on number of Layers) Rules, 2017 from the date of their implementation.

Note 57

Previous year's figures have been regrouped / rearranged wherever considered necessary.

Signatures to Notes '1' to '57'

The accompanying notes attached form an integral part of these Financial Statements.

For and on behalf of the Board

As per our report of even date

For JBTM & Associates LLP Vinay Bansod Hitendrabhai Patel

Chartered Accountants Wholetime Director & CEO Director

ICAI FRN No.: W100365 DIN: 09168450 DIN: 09176579

Yashika Jain

Partner Anand Jain Rohit Sojitra

Chief Financial Officer Company Secretary

Members^ N°, 168952 ACS: A53623

Place: Mumbai

Date: May 26, 2025 Place: Ahmedabad

Date: May 26, 2025