WINDMACHIN - Windsor Machines
📢 Recent Corporate Announcements
Windsor Machines Limited has announced the resignation of Mr. Subhaschandra Shenoy, who held the position of Vice-president - Manufacturing. The resignation is effective from April 30, 2026, and has been attributed to personal reasons. As a member of the Senior Management Personnel (SMP), his departure marks a transition in the company's operational leadership. The company has fulfilled its disclosure obligations under Regulation 30 of the SEBI Listing Regulations.
- Mr. Subhaschandra Shenoy resigned as Vice-president - Manufacturing.
- The resignation is effective as of April 30, 2026.
- The departure is classified as a change in Senior Management Personnel (SMP).
- The reason cited for the resignation is personal reasons.
- The announcement was made in compliance with SEBI (LODR) Regulations, 2015.
Windsor Machines Limited has officially disclosed that it does not meet the criteria to be classified as a 'Large Corporate' under SEBI's debt fundraising framework. As of March 31, 2026, the company's total outstanding borrowings stood at ₹79.55 crore. This classification means the company is not mandated to raise a specific portion of its incremental borrowings through the issuance of debt securities. This is a routine annual compliance filing required by Indian market regulators.
- Total outstanding borrowings reported at ₹79.55 crore as of March 31, 2026.
- Company confirmed as not falling under the 'Large Corporate' category per SEBI circulars.
- Highest credit rating for the previous financial year was listed as Not Applicable.
- The filing ensures compliance with SEBI's framework for fund raising by issuance of debt securities.
Windsor Machines Limited has received final trading approval from both NSE and BSE for 7,37,680 equity shares allotted on a preferential basis. These shares, with a face value of Rs. 2, were issued to non-promoters at a significant premium of Rs. 336.90 per share. Trading for these new shares is set to commence on April 23, 2026. A lock-in period is applicable for these securities until November 01, 2026, which prevents immediate selling pressure from the new allottees.
- Trading approval received for 7,37,680 equity shares of face value Rs. 2 each
- Shares issued at a total price of Rs. 338.90 (including Rs. 336.90 premium) to non-promoters
- Trading effective on NSE and BSE starting April 23, 2026
- Mandatory lock-in period for the newly issued shares until November 01, 2026
Windsor Machines Limited has filed 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 for the quarter ended March 31, 2026, confirms that all dematerialization requests were processed according to regulatory standards. It verifies that physical security certificates were mutilated and cancelled after verification, and the depositories' names were updated in the register of members. This is a standard administrative filing ensuring the integrity of the company's shareholding records.
- Compliance certificate submitted for the quarter ended March 31, 2026.
- Issued by Registrar and Share Transfer Agent (RTA), MUFG Intime India Private Limited.
- Confirms that dematerialized securities are listed on the relevant stock exchanges.
- Verification and cancellation of physical certificates completed within prescribed SEBI timelines.
- Ensures the register of members is updated with depository names as registered owners.
Windsor Machines Limited has approved the allotment of 27,80,000 equity shares following the conversion of warrants by a promoter group member, Mr. Rameshbhai Keshubhai Siyani. The company received ₹40.00 crore, representing the remaining 75% of the issue price of ₹191.85 per share. This conversion increases the total paid-up equity capital to 9,13,02,201 shares. The infusion of capital from the promoter group signals strong internal confidence in the company's growth trajectory.
- Allotment of 27,80,000 equity shares at an issue price of ₹191.85 per share
- Total capital raised in this conversion tranche is ₹40.00 crore
- Promoter group member's shareholding increased from 6.68% to 9.52% post-allotment
- Paid-up equity share capital increased from ₹17.70 crore to ₹18.26 crore
- 1,21,57,216 warrants remain pending for conversion within the 18-month window
Windsor Machines Limited has announced the effectiveness of its Scheme of Amalgamation with its wholly-owned subsidiary, Global CNC Private Limited, as of March 31, 2026. The merger, which has an appointed date of April 1, 2025, was sanctioned by the NCLT Ahmedabad Bench. As a result, the company has amended its Memorandum of Association to integrate the subsidiary's business objects and authorized share capital. This move is designed to streamline operations, reduce administrative overheads, and consolidate the group's asset base.
- Effective date of amalgamation is March 31, 2026, with an appointed date of April 1, 2025
- Global CNC Private Limited (Wholly Owned Subsidiary) merged into Windsor Machines Limited
- MOA Clause III (Objects) and Clause V (Capital) amended to reflect the consolidated entity
- NCLT Ahmedabad Bench provided final approval on March 19, 2026
- Consolidation aims to achieve synergies, reduce administrative costs, and optimize borrowing costs
Windsor Machines Limited has announced that the Scheme of Amalgamation with its wholly-owned subsidiary, Global CNC Private Limited, is now effective as of March 31, 2026. The merger follows the approval from the NCLT Ahmedabad Bench and the subsequent filing with the Registrar of Companies. The consolidation, with an appointed date of April 1, 2025, is designed to simplify the group structure, integrate assets and liabilities, and achieve operational synergies. Consequently, the company's Memorandum of Association has been amended to reflect changes in business objects and authorized share capital.
- Scheme of Amalgamation between Windsor Machines and Global CNC Pvt Ltd became effective on March 31, 2026.
- The merger follows the NCLT Ahmedabad Bench order dated March 19, 2026, with a retrospective appointed date of April 1, 2025.
- Global CNC was a 100% wholly-owned subsidiary, meaning no new shares are issued to external parties, avoiding equity dilution.
- The Memorandum of Association (MoA) has been amended, specifically Clause III (Objects) and Clause V (Capital).
- Consolidation aims to optimize borrowing costs, reduce administrative expenses, and enhance management efficiency.
Windsor Machines Limited has officially commenced manufacturing operations at its new state-of-the-art integrated facility in Chibhda, Rajkot, as of March 31, 2026. The company has substantially shifted its Pipe Extrusion and Blown Film Machines division from its older Vatva, Ahmedabad site to this modern unit. While production has started at the new location, some residual operations remain at the old site. The management expects the entire transition to be completed by June 30, 2026, which is expected to streamline production processes.
- Commenced manufacturing of Pipe Extrusion and Blown Film Machines at the new Rajkot facility on March 31, 2026
- Relocation from the Vatva, Ahmedabad facility to the integrated Chibhda, Rajkot facility is substantially complete
- The new facility is described as a state-of-the-art integrated manufacturing unit aimed at improving operational efficiency
- Full transition of all residual operations from the old site is scheduled for completion by June 30, 2026
Windsor Machines Limited has approved the allotment of 7,00,000 equity shares to Mr. Rameshbhai Keshubhai Siyani, a member of the promoter group, following the conversion of warrants. The shares were issued at a price of ₹191.85 per share, resulting in a capital infusion of approximately ₹10.07 crore (representing the 75% balance payment). This conversion has increased the company's total paid-up equity share capital from ₹17.56 crore to ₹17.70 crore. Approximately 1.49 crore warrants remain pending for conversion from the original preferential issue.
- Allotment of 7,00,000 equity shares at an issue price of ₹191.85 per share.
- Receipt of ₹10,07,21,250 as the 75% balance exercise price from the promoter group.
- Promoter Mr. Rameshbhai Keshubhai Siyani's individual stake increased from 5.98% to 6.68%.
- Total paid-up equity shares increased to 8,85,22,201 shares of ₹2 each.
- 1,49,37,216 warrants are still pending conversion within the 18-month eligibility period.
Windsor Machines Limited has officially announced the closure of its trading window for all designated persons and their immediate relatives starting April 1, 2026. This action is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the upcoming financial disclosures. The window will remain closed until 48 hours after the declaration of the audited standalone and consolidated financial results for the quarter and year ending March 31, 2026. This is a standard regulatory procedure to prevent insider trading during the sensitive period before earnings reports.
- Trading window closure to commence on Wednesday, April 01, 2026.
- Closure pertains to the audited financial results for the quarter and year ending March 31, 2026.
- The restriction applies to all designated persons and their immediate relatives as per SEBI PIT Regulations.
- Trading window will reopen 48 hours after the official declaration of the financial results.
The National Company Law Tribunal (NCLT), Ahmedabad Bench, has officially sanctioned the Scheme of Amalgamation between Global CNC Private Limited and Windsor Machines Limited. Global CNC is a wholly owned subsidiary, making this an internal restructuring aimed at streamlining operations. The order was pronounced on March 19, 2026, and will become effective once the certified copy is filed with the Registrar of Companies. This consolidation is expected to reduce administrative costs and improve management efficiency for the parent entity.
- NCLT Ahmedabad Bench sanctioned the merger of wholly owned subsidiary Global CNC Private Limited into Windsor Machines Limited.
- The order was pronounced on March 19, 2026, under Sections 230 to 232 of the Companies Act, 2013.
- The merger will lead to the consolidation of assets and liabilities of the subsidiary into the parent company.
- The scheme becomes legally effective upon the filing of the certified NCLT order with the Registrar of Companies (RoC).
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.
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.