16.1 The Company has only one class of equity share having a par value of ' 2/- each. Each shareholder is eligible for one vote per share held. The company declares and pays dividend in indian rupees. The dividend proposed by Board of Directors is subject to the approval of shareholders in the ensuing AGM. In event of liquidation, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to number of equity shares held by shareholders.

The above borrowings from Vivrti includes:

i) The loan of ' 1470.16 Lacs (As on March 31, 2023: ' 2205.24 Lacs ) is repayable in total 39 Monthly installments, commenced from September 2022. Interest Rate ranging from 13.70 to 14.05% p.a. Current Maturities is ' 735.08 Lacs (As on March 31, 2023: ' 735.08) reflected under Current Borrowings.

ii) The loan of ' 683.69 Lacs (As on March 31, 2023: ' 1025.53 Lacs ) is repayable in total 39 Monthly installments, commenced from September 2022. Interest Rate ranging from 13.70 to 14.05% p.a. Current Maturities is ' 341.84 Lacs (As on March 31, 2023: ' 341.84) reflected under Current Borrowings.

iii) The loan of ' 221.45 Lacs (As on March 31, 2023: ' Nil ) is repayable in total 33 Monthly installments, commenced from November 2023. Interest Rate of 13.00% p.a. Current Maturities is ' 94.91 Lacs (As on March 31, 2023: ' Nil) reflected under Current Borrowings.

Security and other details:

Secured by Mortgage on all immovable properties situated at Thane, Vatva & Chhatral Unit and hypothecation of all the

movable assets lying at Vatva & Chhatral Unit both present and future.

The above borrowings from Axis includes:

i) The loan of ' 269.84 Lacs (As on March 31, 2023: ' 327.25 Lacs) is repayable in total 57 Monthly installments, commenced from January 2023. Interest Rate of 10% p.a. Current Maturities is ' 68.89 Lacs (As on March 31, 2023: ' 57.41 Lacs) reflected under Current Borrowings.

ii) The loan of ' 317.24 Lacs (As on March 31, 2023: ' Nil) is repayable in total 56 Monthly installments, commenced from October 2023. Interest Rate of 10% p.a. Current Maturities is ' 68.89 Lacs (As on March 31, 2023: ' Nil) reflected under Current Borrowings.

Security and other details:

i) Secured by Mortgage on 1 NO. OF HORIZONTAL MACHINING CENTRE YAMAZAKI MAZAK HCN-8800

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

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

i) The loan of ' 546.63 Lacs (As on March 31, 2023: ' Nil) is repayable in total 60 Monthly installments, commenced from March 2024. Interest Rate of 4% p.a. Current Maturities is ' 110.93 Lacs (As on March 31, 2023: ' Nil) reflected under Current Borrowings.

Security and other details:

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

The credit period on sales of goods ranges from 0 to 180 days without security.

As at 31 March 2024, ' 424.41 lacs (previous year ' 424.07 lacs) was recognised as provision for allowance for doubtful debts on trade receivables.

Out of the total contract liabilities outstanding as on 31 March 2024, ' 2285.92 lacs will be recognized by March 31, 2025.

The Company does not have any significant adjustments between the contracted price and revenue recognized in the Statement of profit and loss account.

36. 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.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

37. 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:

38. 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.

Unhedged foreign currency exposure

Particulars of unhedged foreign currency exposures as at the reporting date

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 (2021-22 ' Nil lacs, before tax). An equal change in opposite direction would have decreased profit by Nil before tax (2021-22 ' 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 company 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.

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

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.

B. Commitments

Future Export obligation / commitment under import of capital goods at concessional rate of customs duty as at 31st March, 2024 : ' 1089.01 Lacs (31st March, 2023: ' Nil).

39.1 Pursuant to BIFR order dated September 21, 2010, the unsecured liabilities as on cut of date March 31, 2009, including those under litigation/appeal shall on crystalisaion after exercise of all the legal remedies available to the Company, shall be paid only 15% of the principal amount on interest free basis. All penal interest, interest, damages, penalties charged or chargeable on the same and balance of the principal amount shall be waived.

39.2 The Assessing officer has issued Notice u/s 148A for reopening of assessments for AY 2014-15, AY 2016-17 & AY 2017-18. Company aggrived by the decision of AO, has challenged the reopening of the assessments in the High court. High court passed order dated 11.10.2023 & 27.3.2024 in the Company's favour and quashed all notice isssued u/s 148 for reopening of assessments for AY 2014-15, AY 2016-17 & AY 2017-18.

39.3 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 IncomeTax (Appeals).The amount of contigent liability involved is Rs 24.07 Lacs and interest as applicable thereon.

39.4 The Assessing Officer (AO) made certain additions to 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. Income Tax Department challenged the CIT (A) decision before ITAT which has allowed appeal filled by revenue. Based on earlier legal advise, Company is of the view that such claims are untenable in law & in facts. Company has filled Miscellaneous Application (MA) to the ITAT. As per the ITAT order, the amount of contigent liability involved is Rs 1511.16 Lacs including interest.

39.5 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 Rs 658.08 Lacs and interest as applicable thereon.

39.6 For the Assessment year 2020-21, the Assessing officer disallowed business loss of Rs. 3873.13 lacs for investment write off of subsidiary company and allowed the same as Capital losses. Company has used this business loss for set off in the subsequent years while computing the taxable income. The Company has filed an appeal before CIT(A). The amount of contigent liability involved is Rs. 974.79 Lacs and interest as applicable thereon.

The Company has been advised that the outcome of the all the above cases will be in favor of the Company.

Note: Company has approved the issue of shares under ESOP Scheme (WML ESOP Policy 2022), Number of Shares to be issued under the said scheme has not been finalized till date. However, when the scheme is finalized, it will have an impact on diluted earnings per share and it will have an impact on Basic Earnings Per Share when the shares under the scheme will be issued. (Refer Note No. 49)

Note 42 Segment Information:

Based on the "management approach" defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker evaluates the company's performance and allocate resources based on an analysis of various performance indicators by business segments. Accordingly information has been presented along these segments.

Note 43 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 ' 217.04 Lacs during the year (' 210.62 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.

Note 45 (a)

The company had given inter-corporate loans of ' 6706 Lakhs in the earlier years. Since no repayment has been received against the Loan, the Company has started the recovery proceedings of the outstanding amount. The Company is exploring the possibilities of realising the land i.e. security received againt this loan. Consequenlty, the Company has carried out valuation of this land from an independent certified valuer & shortfall on realisation, if any, will be accounted for in the year of final recovery/ settlement.

Note 45 (b)

In view of uncertainty of ultimate collection of further interest, the company has not accrued interest income on the said intercorporate loan (net of provision) for the quarter ended Mar 31, 2024 amounting to ' 229.29 Lakhs, for year ended Mar 31,2024 amounting to ' 922.19 Lakhs. The aggregate of interest not accrued for the period April 1, 2020 till March 31, 2024 amounts to ' 3681.22 Lakhs.

Note 46 (a)

The company had given interest bearing capital advance of ' 3000 Lakhs in earlier year in relation to development of its immovable property situated at Thane. However, in view of ongoing commercial negotiation with respect to fulfilment of the terms of the contract, management feels that the Company may have to enter into a compromise arrangement and pay compensation to the contractor. During the year ended March 31, 2020, the company had made provision of ' 300 Lakhs towards estimated compensation and not accrued interest for the year ended March 31, 2020. During the year, no major development has occurred and the company has continued the same judgement in relation to provision of ' 300 Lakhs..

Note 46 (b)

In view of the uncertainty regarding outcome of the ongoing negotiation, the company continued its judgement and did not accrue interest income for the quarter ended Mar 31, 2024 amounting to ' 104.71 Lakhs, for year ended Mar 31,2024 amounting to ' 421.15. The aggregate of Interest not accrued for the period April 1, 2020 till March 31, 2024 amounts to ' 1681.15 lakhs.

Note 47

Wintal Machines SRL is currently the wholly owned subsidiary of Winsdor Machines Limited. Wintal Machines SRL is incurring losses since past several years, hence, the management has decided to sell all of their investment in the subsidiary i.e., Wintal Machines SRL. The sale will result in loss of control. However, based on the levels of compliances required and complexities involved in sale of investment in foreign subsidiary, it is not probable that this transaction will be processed with next one year. Hence, the same has not been classified as held for sale in line with IndAS 105.

Note 49

Details of the New employee share option plan of the Company

The "Windsor Machines Limited- Employees Stock Options Plan 2022 (WML ESOP Policy 2022)" has been set up by the Company, which was approved by the shareholders at the Annual General Meeting held on September 30, 2022. The Company has received in-principle approval from both the Stock Exchanges i.e., BSE & NSE (Subject to fulfillment of certain conditions) for the listing of upto a maximum of 50,00,000 Equity shares of Rs. 2/- each under this plan. The Compensation Committee, based on the eligibility criteria, will have the sole discretion to decide which employees will receive Employee Stock Options in a particular grant, which is still pending as of today.

Note 50

By virtue of an Investment Agreement ("Agreement") dated February 2, 2018, between Windsor Machines Limited ("the Company"), RCube Energy Storage Systems Private Limited ("RCube") (formerly known as RCube Energy Storage Systems LLP), and other Promoters, the Company has the right to appoint a majority of the Directors on the Board of RCube. As per the Agreement, the Company agreed to invest in 55% of the total paid-up capital of RCube, amounting to ' 16.50 Cr., subject to technology feasibility and other conditions as per the Agreement. Out of this, the Company has invested ' 9.19 Cr. in RCube until March 31, 2024. The Board of Directors reviewed the technical viability and developments/progress of the entire project and decided to restrict its investment to ' 9.19 Cr. as of March 31, 2024. Consequently, the Company's stake was diluted from 55% to 44.70% as of March 31, 2024.

By virtue of the aforementioned Investment Agreement, RCube is a subsidiary of Windsor Machines Limited, and its accounts have been consolidated with those of the Company for the year ended March 31, 2024. Due to technical and developmental challenges, the Company has halted any further investment in RCube. However, another promoter of RCube has sent a legal notice demanding the balance investment amount of INR ' 7.31 crore. The Company has informed the other promoter of its decision to halt any further investment in RCube due to unfulfilled agreement conditions. As a result, the other promoter filed an application at the Bombay High Court requesting the appointment of an arbitrator to resolve the disputes. The Honourable High Court dismissed the application and passed an order in favor of the Company. The other promoter has filed a Review Petition for this order, and the proceedings are currently ongoing.

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 54

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

Signatures to Notes '1' to '54'

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