WINDMACHIN - Windsor Machines
📢 Recent Corporate Announcements
Windsor Machines Limited has received overwhelming shareholder approval to sell or dispose of its industrial plots and factory buildings located at GIDC Vatva, Ahmedabad. The special resolution was passed with a 99.99% majority of the 48.07 million votes polled via postal ballot. The property spans approximately 36,775 square meters and includes all fixed assets attached to the construction. This asset monetization move is expected to improve the company's liquidity position or fund other strategic initiatives.
- Special resolution passed to sell industrial plots 5402-5405 at GIDC Vatva, Ahmedabad, totaling ~36,775 sq. meters.
- The resolution received 99.9993% approval with 48,071,700 votes in favor and only 358 votes against.
- The disposal includes factory building construction and all fixed assets attached to the site.
- The voting process was conducted via remote e-voting from February 12 to March 13, 2026.
- Approval was sought under Section 180(1)(a) of the Companies Act, 2013, for the disposal of a substantial undertaking.
Windsor Machines Limited has initiated a postal ballot process to seek shareholder approval for the sale or disposal of its industrial property in GIDC Vatva, Ahmedabad. The property includes land admeasuring approximately 36,775 square meters along with factory buildings and associated fixed assets. This transaction is categorized under Section 180(1)(a) of the Companies Act, which involves the disposal of a company's undertaking. Shareholders can cast their votes via remote e-voting from February 12 to March 13, 2026.
- Proposed disposal of industrial plots 5402-5405 at Phase IV, GIDC Vatva, Ahmedabad.
- Total land area involved is approximately 36,775 square meters including factory structures.
- Seeking approval via Special Resolution under Section 180(1)(a) of the Companies Act, 2013.
- Remote e-voting period is scheduled from February 12, 2026, to March 13, 2026.
- Cut-off date for voting eligibility is fixed as February 06, 2026.
Windsor Machines Limited has signed a Memorandum of Understanding (MOU) with Lloyds Engineering Works Limited to sell its industrial plots and factory buildings in Vatva, Ahmedabad, for ₹147.50 crores. This move is part of a strategic consolidation plan to shift manufacturing operations to a new facility in Rajkot. The Vatva unit was a major contributor, accounting for 42.82% of the company's FY25 revenue (₹140.87 crore) and 18.5% of its net worth. The proceeds from this sale will be utilized to fund the ongoing setup of the Rajkot plant and for working capital requirements.
- Sale of industrial plots at GIDC Vatva for a total consideration of ₹147.50 crores.
- The Vatva unit contributed ₹140.87 crore (42.82%) to total revenue in FY25.
- Transaction expected to be completed within 6 months through multiple tranches.
- Proceeds to be used for Rajkot plant setup, working capital, and general corporate purposes.
- Manufacturing operations are being consolidated from Vatva and Chhatral to the new Rajkot facility.
Windsor Machines Limited has signed a Memorandum of Understanding (MOU) with Lloyds Engineering Works Limited to sell its industrial plots and factory buildings in Vatva, Ahmedabad, for ₹147.50 crores. The Vatva unit was a significant contributor, accounting for 42.82% of the company's total revenue (₹140.87 Cr) and 18.5% of its net worth in FY25. The company is consolidating its manufacturing operations at a new facility in Rajkot to improve operational efficiency. The sale proceeds will be utilized for the ongoing setup of the Rajkot plant, working capital, and general corporate purposes.
- Total sale consideration of ₹147.50 Crores to be received in multiple tranches.
- Vatva unit contributed ₹140.87 Crore (42.82%) to total revenue in FY25.
- The transaction is expected to be completed within a period of 6 months.
- Proceeds will fund the new Rajkot plant setup and provide working capital for expansion.
- Buyer is Lloyds Engineering Works Limited, and the deal is not a related party transaction.
Windsor Machines has finalized the allotment of 7,37,680 equity shares at an issue price of Rs. 338.90 per share, totaling approximately Rs. 25 crore. This preferential allotment is for consideration other than cash, specifically to acquire a 59.52% stake in Unitech Workholding Systems Private Limited through a share swap. The transaction involves five non-promoter individuals and increases the company's total paid-up equity capital to 8.78 crore shares. This move signifies a strategic inorganic growth step for the company without immediate cash outflow.
- Allotment of 7,37,680 equity shares at a price of Rs. 338.90 per share (including Rs. 336.90 premium).
- Acquisition of 59.52% shareholding in Unitech Workholding Systems Private Limited via share swap.
- Total transaction value for the stake acquisition is approximately Rs. 25 crore.
- Paid-up equity share capital increased from 8.71 crore shares to 8.78 crore shares.
- The allotment follows shareholder approval from the EGM held on December 07, 2025.
Windsor Machines has approved the allotment of 7,37,680 equity shares at ₹338.90 per share to acquire a 59.52% stake in Unitech Workholding Systems via a share swap valued at ₹24.99 crore. The company is also significantly increasing its capital expenditure for the Rajkot plant from ₹165 crore to ₹225 crore to enhance manufacturing capacity. Furthermore, the board has authorized the sale of its Vatva, Ahmedabad facility (36,775 sq meters) as operations shift to the new Rajkot site. These strategic moves signal a major consolidation and modernization of the company's manufacturing footprint.
- Allotted 7,37,680 shares at ₹338.90 each for a 59.52% stake in Unitech Workholding Systems via share swap.
- Enhanced Capex limit for the Rajkot plant by ₹60 crore, raising the total budget to ₹225 crore.
- Approved the sale of the Vatva, Ahmedabad facility which contributed 42.82% (₹140.87 Cr) of FY25 revenue.
- Paid-up equity capital increased from ₹17.42 crore to ₹17.56 crore following the preferential allotment.
- The Vatva asset sale is expected to be completed within 6 months at market-linked pricing.
Windsor Machines Limited has received in-principle approval from both NSE and BSE for the preferential issue of 7,37,680 equity shares. These shares, with a face value of Rs 2, are to be issued at a minimum price of Rs 338.9 per share to non-promoter entities. The issuance is notably structured as a share swap, which typically indicates a strategic acquisition or business combination. The company must now complete the allotment and apply for final listing within 20 days of the allotment date.
- Approval for issuance of 7,37,680 equity shares on a preferential basis to non-promoters.
- Minimum issue price fixed at Rs 338.9 per share, significantly above the face value of Rs 2.
- Transaction structured as a share swap, suggesting a strategic investment or acquisition.
- In-principle approvals received from NSE on January 29, 2026, and BSE on January 28, 2026.
- Company required to file for listing within 20 days of allotment to ensure regulatory compliance.
Windsor Machines Limited has submitted its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018. The certificate, issued by MUFG Intime India Private Limited, confirms that share certificates received for dematerialization during the quarter ended December 31, 2025, were processed and listed on the stock exchanges. It also verifies that physical certificates were mutilated and cancelled as per regulatory norms. This is a standard procedural filing ensuring the integrity of the company's shareholding records.
- Compliance certificate submitted for the quarter ended December 31, 2025
- Issued by Registrar and Share Transfer Agent, MUFG Intime India Private Limited
- Confirms dematerialization requests were processed within prescribed SEBI timelines
- Verification and cancellation of physical certificates completed as per regulatory requirements
Windsor Machines Limited has issued a clarification regarding its Extraordinary General Meeting (EGM) notice originally dated November 08, 2025. The company noted an inadvertent omission of a mandatory disclosure required under Regulation 163(g) of SEBI (ICDR) Regulations, 2018. This regulation requires the issuer to state that they will re-compute the price of specified securities if necessary under the provisions. This update follows previous intimations and a corrigendum issued in November 2025.
- Clarification issued for the EGM notice dated November 08, 2025, and corrigendum dated November 24, 2025
- Omission of mandatory disclosure under Regulation 163(g) of SEBI (ICDR) Regulations, 2018
- Company confirms it will re-compute the price of specified securities wherever required by regulations
- The update is a procedural requirement for the issuance of capital or securities
Windsor Machines Limited has announced the closure of its trading window starting January 1, 2026, in compliance with SEBI (Prohibition of Insider Trading) Regulations. This closure is ahead of the declaration of the company's unaudited standalone and consolidated financial results for the quarter ending December 31, 2025. The restriction applies to all designated persons and their immediate relatives to prevent insider trading. The window will remain closed until 48 hours after the financial results are officially announced to the exchanges.
- Trading window closure begins on Thursday, January 1, 2026.
- Closure pertains to the financial results for the quarter ending December 31, 2025.
- Window will reopen 48 hours after the declaration of standalone and consolidated results.
- Applies to all designated persons and their immediate relatives as per SEBI PIT Regulations.
Windsor Machines Limited has received final trading approval from both NSE and BSE for 26,06,203 equity shares. These shares were issued following the conversion of warrants previously allotted to promoters on a preferential basis at a total price of Rs. 191.85 per share. The shares are scheduled to commence trading on December 29, 2025. This conversion indicates a strengthening of the company's equity base and reflects promoter confidence, especially given the long-term lock-in period.
- Trading approval received for 26,06,203 equity shares of face value Rs. 2 each
- Shares issued at a premium of Rs. 189.85, totaling an issue price of Rs. 191.85 per share
- Effective date for trading on NSE and BSE is set for Monday, December 29, 2025
- The newly allotted shares are subject to a lock-in period until June 30, 2027
- Issue was made to promoters on a preferential basis through warrant conversion
Windsor Machines Limited held an Extraordinary General Meeting (EGM) on December 7, 2025. The e-voting results and the Consolidated Scrutinizer’s Report have been submitted. A special resolution for the issuance of equity shares on a preferential basis was passed with requisite majority. Total votes polled were 48,076,211 out of 87,084,521 shares.
- EGM held on December 07, 2025.
- Special resolution passed for issuance of up to 737,680 Equity Shares.
- Total votes polled were 48,076,211.
- Promoter and Promoter Group E-Voting: 40,214,652 shares.
- Public Non-Institutions E-Voting: 7,827,003 shares.
Financial Performance
Revenue Growth by Segment
Consolidated revenue from operations grew 4.17% YoY to INR 368.72 Cr in FY 2024-25 from INR 353.97 Cr. However, standalone revenue declined 3.63% to INR 327.60 Cr. The company sold 323 machines in FY 2024-25, a 15.45% decrease from 382 machines in the previous year, indicating a shift toward higher-value units despite lower volume.
Geographic Revenue Split
Not explicitly disclosed in percentages; however, the company operates primarily in India (Gujarat) and previously had operations in Italy through Wintal Machines SRL, which entered voluntary judicial liquidation on December 30, 2024.
Profitability Margins
Consolidated Net Profit Margin remained negative as the company reported a loss of INR 3.23 Cr, though this was an improvement from the INR 7.71 Cr loss in FY 2023-24. Standalone PAT turned into a loss of INR 25.27 Cr from a profit of INR 3.42 Cr, largely due to exceptional items and tax adjustments.
EBITDA Margin
Consolidated EBITDA margin stood at 6.92% (INR 25.53 Cr) in FY 2024-25, a slight contraction from 7.13% (INR 25.24 Cr) in FY 2023-24. Standalone EBITDA margin was higher at 8.24% (INR 27.00 Cr) compared to 8.16% in the previous year.
Capital Expenditure
The company raised approximately INR 462.50 Cr through a preferential issue of equity shares and warrants. As of March 31, 2025, INR 383.63 Cr has been utilized for stated objectives, including business expansion and operational requirements.
Credit Rating & Borrowing
Consolidated finance costs decreased significantly by 47.23% to INR 8.03 Cr from INR 15.22 Cr, suggesting a reduction in high-cost debt or improved borrowing terms following the change in promoter to Plutus Investments.
Operational Drivers
Raw Materials
Steel, specialized engineering components, and electronic controllers for plastic processing machinery. Specific percentage of total cost for each is not disclosed.
Capacity Expansion
Current capacity is measured by machine output, with 323 machines sold in FY 2024-25. The company is focusing on new product launches and expanding geographical coverage to increase market share.
Raw Material Costs
Total standalone expenses were INR 301.96 Cr, representing 92.17% of standalone revenue. Procurement strategies involve leveraging the new promoter's (Plutus Investments) network for better cost management.
Manufacturing Efficiency
Machine sales volume efficiency declined by 15.45% YoY (from 382 to 323 units), though revenue per machine increased, suggesting a move toward more complex, higher-margin extruders.
Strategic Growth
Growth Strategy
Growth will be driven by the new promoter, Plutus Investments and Holding Private Limited, focusing on new product launches and expanding geographical reach. The company received a capital advance refund of INR 24.61 Cr and is streamlining its portfolio by exiting non-core or loss-making entities like Wintal Machines SRL (Italy) and RCube Energy Storage Systems (44.70% stake sold).
Products & Services
Plastic processing machineries, specifically extruders and injection molding machines used in the engineering and plastic sectors.
Brand Portfolio
Windsor Machines.
New Products/Services
New product launches are planned to increase market share, though specific revenue contribution percentages are not disclosed.
Market Expansion
Expansion into additional geographical regions is a core part of the management's strategy for FY 2025-26.
Strategic Alliances
Collaborations with academic universities for joint research projects to enhance product range and quality.
External Factors
Industry Trends
The industry is characterized by cyclicality. Future growth is expected to be driven by technological shifts in plastic processing and expansion into new regional markets.
Competitive Landscape
The company competes in the plastic processing machinery market, focusing on leadership through technology absorption and new product launches.
Competitive Moat
The company's moat is built on its long-standing brand (established 1963) and its technical expertise in extruders. Sustainability is supported by the recent INR 462.50 Cr capital infusion and a change in promoter to a more active investment group.
Macro Economic Sensitivity
High sensitivity to the overall economic environment and the cyclical nature of the plastic processing industry.
Consumer Behavior
Shift toward more efficient and high-performance plastic processing machines is driving the demand for the company's new product range.
Geopolitical Risks
The judicial liquidation of the Italian subsidiary Wintal Machines SRL highlights risks associated with international operations and regulatory environments in Europe.
Regulatory & Governance
Industry Regulations
Subject to the Environment Protection Act, 1986, and various labor and pollution control laws specific to manufacturing engineering products.
Environmental Compliance
Compliant with Gujarat Pollution Control Regulations; operations are conducted in an environmentally responsible manner.
Taxation Policy Impact
The company applied for the Direct Tax Vivaad se Vishwas Scheme 2024 for AY 2020-21, booking an expense of INR 13.96 Cr to settle litigations. It also recorded a deferred tax liability reduction of INR 12.31 Cr.
Legal Contingencies
The company has filed an appeal in the Mumbai High Court against an ITAT order for AY 2015-16 involving a tax demand of INR 15.64 Cr. It also faces ongoing judicial liquidation proceedings for its Italian subsidiary, Wintal Machines SRL.
Risk Analysis
Key Uncertainties
The primary uncertainty is the recovery of the global and domestic economic environment, which directly impacts the demand for capital goods like plastic processing machinery.
Geographic Concentration Risk
Operations are heavily concentrated in Gujarat, India, following the exit from the Italian market.
Third Party Dependencies
Dependency on specialized service providers, evidenced by a settlement resulting in a INR 24.61 Cr capital advance refund from a service provider.
Technology Obsolescence Risk
Risk of falling behind in technology is mitigated by R&D collaborations with universities and the launch of the WML ESOP Policy 2022 to retain technical talent.
Credit & Counterparty Risk
The company provided for total investment and receivables from Wintal Machines SRL, expecting zero proceeds from its liquidation, indicating high historical credit risk with subsidiaries.