Windsor Machines Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

Windsor Machines' audit record is clean on its face, with unqualified opinions and revenue recognition flagged as a Key Audit Matter in each year from FY2022 through FY2025, but the underlying record is crowded with unresolved related-party loans, acquisitions booked without amortisation, and cash flow that has never backed reported profit. The most important thread: a ₹67.06 crore inter-corporate loan and a ₹30 crore capital advance were written down, and were finally settled in FY2025 only after the company waived ₹53.64 crore of interest.

Key findings

  1. A ₹67 crore loan and ₹30 crore advance ended in write-downs and settlements that waived ₹53.64 crore of interest Major - Windsor Machines gave inter-corporate loans of ₹67.06 crore and an interest-bearing capital advance of ₹30 crore for Thane property in earlier years. The board created a ₹18.57 crore expected credit loss allowance on the loans in July 2020, and interest not accrued on both exposures reached ₹53.62 crore by March 2024. A FY2024-25 one-time settlement waived ₹53.64 crore of non-accrued interest and recovered ₹33.47 lakh on a ₹9.19 crore investment in RCube Energy Storage Systems.
  2. ₹350.50 crore of goodwill sits unamortised on two acquisitions, while two other investments were exited at gains only after full write-downs Major - Windsor Machines recognised ₹313.35 crore of goodwill on acquiring Global CNC Pvt Ltd in February 2025 and ₹37.15 crore on Unitech Workholding in February 2026. The financial statements say this goodwill "relates to intangible asset under development" and will be amortised only from the date the intangibles are put to use. The company also booked a ₹37.91 crore gain on the liquidation of Wintal Machines SRL and a ₹33.47 lakh gain on selling RCube, both after fully providing for those investments in standalone accounts.
  3. Operating cash flow has never backed reported profit, and capital is being recycled through plant sales and a ₹500 crore preferential issue Major - Cumulative operating cash flow was ₹114 crore against ₹217 crore of EBITDA over ten years, a 0.53x ratio, and CFO was negative in both FY2025 and FY2026. The company classified ₹258.53 crore of plants as held for sale as at March 31, 2026, and announced the sale of Thane industrial plots for ₹162 crore on 11 May 2026. Preferential issue proceeds stood at ₹500 crore as at December 31, 2025.
  4. Reported results are shaped by a dense cluster of accounting events, including a backdated amalgamation and ₹11.62 crore of plant-shifting costs Major - An NCLT order dated March 19, 2026 amalgamated Global CNC into Windsor Machines with an appointed date of April 1, 2025, and FY2024-25 comparatives were restated. Plant-shifting costs of ₹11.62 crore were booked as an exceptional item in FY2026, and the company's standalone loss of ₹4.43 crore for the year was driven primarily by these items. Property-sale gains of ₹2.66 crore and ₹4.65 crore from Global CNC and Unitech were also booked as exceptional items.
  5. Promoter control changed hands in 2024, and the new group has consolidated through preferential allotments and warrant conversions Major - Plutus Investments acquired a 53.90% stake from erstwhile promoter Castle Equipments under an agreement dated June 18, 2024, and was designated sole promoter effective September 10, 2024. The company allotted 1,17,27,910 shares and 2,60,62,027 warrants at ₹191.85 per share on a preferential basis in January 2025, raising approximately ₹462.5 crore initially; total funds raised reached ₹510.07 crore by March 31, 2026, including warrant conversions. Promoter pledge jumped to 95.92% from 6.51% a year earlier, and in the December 11, 2024 postal ballot public non-institutions voted 4.76% of their holding, while in the June 29, 2026 ballot they voted 17.51%.
  6. A multi-year stack of disputed tax demands includes a ₹15.85 crore provision after ITAT ruled against the company Major - For AY 2011-12, ITAT allowed the revenue's appeals, the company's Miscellaneous Application was rejected, and it provided 15.85 crore including interest up to March 31, 2025, with an appeal filed before the Mumbai High Court. For AY 2020-21, the company applied for the Direct Tax Vivad se Vishwas Scheme 2024 and booked income tax expense of 13.96 crore. Future export obligations under concessional customs duty stood at 17.62 crore as at March 31, 2026, up from 5.21 crore a year earlier.
  7. Revenue recognition has been a Key Audit Matter every year, while contract liabilities have doubled and doubtful-debt provisioning has swung sharply Major - Auditors flagged revenue recognition as a Key Audit Matter in each year from FY2022 through FY2025, citing the risk that revenue is recognised before control transfers to the customer. Contract liabilities rose from ₹2,045.09 lacs as at March 31, 2023 to ₹4,384.44 lacs as at March 31, 2026. The allowance for doubtful debts on trade receivables fell from ₹424.07 lacs to ₹5.78 lacs in one year, then rose to ₹16.26 lacs by March 31, 2026.

What to watch

Bottom line: This is a record with clean audit opinions but weak cash generation, cumulative operating cash flow covered barely half of EBITDA over ten years, and the company has funded itself through preferential equity and plant sales. The risk sits in the gap between reported profit and cash, and in the pattern of acquiring assets, writing them down, and settling them at a fraction of their original value. Watch the Thane sale proceeds, the recovery on the RCube investment, and whether the Axis Bank loan repayment begins on schedule.