Windsor Machines Limited (WINDMACHIN)
📢 Recent Corporate Announcements
Windsor Machines Limited has scheduled its 63rd Annual General Meeting (AGM) for Tuesday, September 29, 2026, at 2:00 PM IST through video conferencing. The cut-off date to determine eligibility for remote e-voting is Tuesday, September 22, 2026. The register of members and share transfer books will remain closed from September 23 to September 29, 2026. Remote e-voting will be open from September 26 to September 28, 2026, via CDSL.
- 63rd AGM to be held on September 29, 2026, via Video Conferencing / OAVM
- E-voting cut-off date fixed as Tuesday, September 22, 2026
- Book closure period set from September 23, 2026, to September 29, 2026 (both days inclusive)
- Remote e-voting window open from September 26, 2026 (9:00 AM IST) to September 28, 2026 (5:00 PM IST)
Windsor Machines Limited has issued the notice for its 63rd Annual General Meeting (AGM) scheduled for September 29, 2026, via video conferencing. The agenda includes ordinary business such as the adoption of FY26 financial statements and the reappointment of Executive Director Mr. Hitendrabhai Hasmukhbhai Patel (who holds a 5.76% equity stake). Additionally, shareholders will vote on the ratification of ₹90,000 remuneration for the cost auditor for FY27.
- 63rd Annual General Meeting scheduled for September 29, 2026, at 02:00 PM IST via Video Conferencing.
- Shareholder approval sought for ratification of ₹90,000 cost auditor remuneration for FY 2026-27.
- Re-appointment by rotation of Executive Director Mr. Hitendrabhai Hasmukhbhai Patel, who holds 58,63,956 shares (5.76% stake) with annual CTC of ₹96,00,004.
Windsor Machines Limited responded on August 18, 2026, to an NSE surveillance letter (Ref: NSE/CM/Surveillance/17371-) regarding a significant increase in trading volume. The company stated that it has adhered to all Regulation 30 SEBI LODR disclosures and has not withheld any material or price-sensitive information. Windsor clarified that the observed volume spurt across exchanges is purely market-driven.
- NSE issued surveillance inquiry letter ref NSE/CM/Surveillance/17371- on August 18, 2026
- Company confirmed full compliance under Regulation 30 of SEBI LODR Regulations
- Management affirmed no undisclosed price-sensitive information has been withheld
- Trading volume spurt across exchanges clarified as purely market-driven
Windsor Machines has received final trading approval from NSE and BSE for 1,04,24,811 equity shares issued on a preferential basis. These shares were allotted to non-promoters at an issue price of Rs. 191.85 per share (including a premium of Rs. 189.85) following the conversion of warrants. The total value of this specific allotment is approximately Rs. 200 crore, representing about 8.1% of the company's current market capitalization. While trading commences on August 13, 2026, these shares are subject to a lock-in period until February 28, 2027.
- 1,04,24,811 equity shares of Rs. 2 face value received trading approval from NSE and BSE
- Shares issued at a total price of Rs. 191.85 per share (Rs. 189.85 premium)
- Total capital represented by this allotment is approximately Rs. 200 crore
- Trading effective date set for Thursday, August 13, 2026
- Allotted shares are under lock-in until February 28, 2027
Windsor Machines reported a 31.4% YoY revenue growth to ₹148.9 Cr for Q1FY27, driven by strong underlying demand despite Middle East supply chain disruptions. The company is undergoing a major strategic transformation under new promoters (Plutus Investments), having raised ₹725 Cr and consolidated operations into a single 36-acre integrated Rajkot facility. While EBITDA margins were temporarily pressured by raw material costs, the company has expanded its capacity to 3,600 machines p.a. with a roadmap to 8,400. The appointment of industry veteran Mohan Ramachandran as CEO marks a shift toward disciplined operational execution.
- Revenue increased 31.4% YoY to ₹148.9 Cr in Q1FY27
- Order book as of June 30, 2026, stands at ₹217 Cr, representing ~38% of TTM revenue
- Manufacturing capacity expanded to 3,600 machines p.a., with a long-term target of 8,400 machines
- Completed acquisition of Global CNC for ₹343 Cr and Unitech for ₹42 Cr to diversify product offerings
- Raised ₹725 Cr through a preferential issue, significantly strengthening the balance sheet for expansion
Windsor Machines Limited has submitted its quarterly statement of deviation for the period ended June 30, 2026, confirming that funds raised via a preferential issue are being utilized as per original objectives. The company raised gross proceeds of ₹724.99 crore in January 2025, primarily to fund the acquisition of Global CNC Private Limited. As of the reporting date, ₹342.77 crore has been utilized against an original allocation of ₹344.00 crore for this acquisition. The monitoring agency, ICRA Limited, and the company's Audit Committee reported no deviations or adverse comments.
- Gross proceeds of ₹724,99,99,413.45 raised through a preferential issue on January 09, 2025.
- Net proceeds available for utilization stand at ₹700,07,27,990.
- ₹342.76 crore utilized for the acquisition of Global CNC Private Limited as of June 30, 2026.
- Original allocation for the Global CNC acquisition was set at ₹344.00 crore.
- Monitoring agency ICRA Limited confirmed zero deviations in fund usage for the quarter.
Windsor Machines reported a 31.3% YoY increase in consolidated revenue to ₹148.87 Cr for Q1 FY27. The company significantly narrowed its consolidated net loss to ₹0.91 Cr, compared to a loss of ₹10.54 Cr in the same quarter last year. While revenue grew YoY, it saw a sequential decline from ₹184.64 Cr in Q4 FY26. The results incorporate the impact of the Global CNC Private Limited merger and the ongoing liquidation of the Italian subsidiary, Wintal Machines SRL.
- Consolidated revenue from operations grew 31.3% YoY to ₹148.87 Cr.
- Consolidated net loss narrowed by 91% YoY to ₹0.91 Cr from ₹10.54 Cr.
- Finance costs increased significantly to ₹3.50 Cr from ₹1.10 Cr in the year-ago quarter.
- Standalone revenue for the quarter stood at ₹146.21 Cr, contributing the bulk of consolidated income.
- The company restated Q1 FY26 figures to account for the amalgamation of Global CNC Private Limited effective April 1, 2025.
Windsor Machines Limited has appointed Mr. Mohan Ramachandran as Chief Executive Officer effective July 16, 2026, replacing Mr. Vinay Bansod who resigned from the post. Mr. Bansod will continue as a Whole Time Director to ensure a smooth leadership transition. The new CEO brings over 32 years of experience from industry leaders like Mahindra & Mahindra and Cummins, which is vital for a company currently reporting a TTM net loss of ‹3 Cr. This leadership change follows a significant ‹462.50 Cr capital infusion and a recent change in promoter control to Plutus Investments.
- Mr. Mohan Ramachandran appointed as CEO effective July 16, 2026, bringing 32+ years of industrial experience.
- Outgoing CEO Mr. Vinay Bansod resigned effective July 15, 2026, but remains as Whole Time Director.
- The company is leveraging a recent ‹462.50 Cr capital infusion for its turnaround strategy.
- New CEO has previous leadership experience at Eicher Group, Mahindra & Mahindra, and Cummins Technologies.
- Management transition occurs as the company seeks to improve its 5.5% operating profit margin.
Windsor Machines has appointed Mohan Ramachandran as its new CEO effective July 16, 2026, following the resignation of Vinay Bansod. Mr. Ramachandran brings over 32 years of experience from industrial leaders like Mahindra & Mahindra and Cummins, focusing on strategy and scalable business models. This leadership transition is a key step following the recent promoter change to Plutus Investments and a reported Rs 462.50 Cr capital infusion. The new management faces the task of turning around a TTM net loss of Rs 3 Cr and improving a thin operating margin of 5.5%.
- Appointment of Mohan Ramachandran as CEO effective July 16, 2026, bringing 32+ years of industrial experience.
- Outgoing CEO Vinay Bansod to continue as Whole Time Director to ensure a smooth leadership transition.
- New CEO has previous leadership experience at Eicher Group, Mahindra & Mahindra, and Cummins Technologies.
- Company is currently operating with a TTM revenue of Rs 570 Cr and a marginal OPM of 5.5%.
- Leadership change follows a significant capital infusion of Rs 462.50 Cr by the new promoter group.
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 (the Registrar and Share Transfer Agent), confirms that share certificates received for dematerialization during the quarter ended June 30, 2026, were processed and cancelled. This is a standard administrative filing required for all listed companies to ensure the integrity of shareholding records. It has no impact on the company's financial performance or business operations.
- Confirmation of compliance for the quarter ended June 30, 2026
- Certificate issued by Registrar and Share Transfer Agent, MUFG Intime India Private Limited
- Verification that securities received for dematerialization were listed on stock exchanges
- Confirmation that security certificates were mutilated and cancelled within prescribed timelines
Windsor Machines has completed the conversion of the final 17,32,405 warrants from its January 2025 preferential issue. The company received Rs 24.93 crore, representing the remaining 75% payment from a promoter group member, Mr. Ramesh Keshubhai Siyani. This concludes the conversion of the entire 2.61 crore warrant batch, bringing the total paid-up equity capital to 10.35 crore shares. The conversion price of Rs 191.85 is notably lower than the current market price of approximately Rs 300.
- Conversion of 17,32,405 warrants into equity shares at an issue price of Rs 191.85 per share
- Receipt of Rs 24,92,71,424 as the final 75% balance payment from the promoter group
- Completion of the full 2,60,62,027 warrant exercise initiated in January 2025
- Paid-up equity capital increased from Rs 20.35 crore to Rs 20.69 crore
- Allottee Mr. Ramesh Keshubhai Siyani now holds a 10.08% stake in the company
Windsor Machines Limited has received shareholder approval via postal ballot to sell its industrial property in Thane, Maharashtra, admeasuring approximately 21,912 square metres. The special resolution passed with 99.95% of votes in favor, allowing the company to dispose of the asset in part or full. Additionally, shareholders approved an increase in remuneration for CEO Vinay Bansod and the appointment of Dharmendra Becharbhai Varasada as Executive Director for three years. This move aligns with the new promoter's strategy to streamline operations and potentially unlock capital from non-core assets.
- Shareholders approved the sale of 21,912 square metres of land and buildings at Wagale Industrial Area, Thane.
- The resolution for the asset sale received 99.95% approval from the 4.80 crore votes polled.
- Appointment of Dharmendra Becharbhai Varasada as Executive Director approved for a 3-year term.
- Managerial remuneration limit increased for Whole Time Director and CEO Vinay Bansod.
- Total of 19,955 shareholders were on record as of the May 22, 2026 cut-off date.
Windsor Machines Limited has announced the closure of its trading window starting July 1, 2026, in compliance with SEBI (Prohibition of Insider Trading) Regulations. This closure is ahead of the declaration of the un-audited financial results for the quarter ending June 30, 2026. The window will remain closed for all designated persons and their immediate relatives until 48 hours after the results are made public. This is a standard administrative procedure and does not impact the company's underlying business operations or its TTM revenue of Rs 570 Cr.
- Trading window closure begins on July 1, 2026, for all designated persons.
- Closure pertains to the financial results for the quarter ending June 30, 2026.
- The window will reopen 48 hours after the announcement of standalone and consolidated results.
- Company reported a net profit of Rs 7.24 Cr in the most recent March 2026 quarter.
Windsor Machines Limited has secured final trading approval from both NSE and BSE for 27,80,000 equity shares of face value Rs. 2 each. These shares were issued to promoters on a preferential basis following the conversion of warrants at a premium of Rs. 189.85 per share. The shares are officially admitted for trading effective June 25, 2026, and will be under a lock-in period until December 31, 2027. This completion of the warrant conversion process signifies the final stage of this specific capital infusion by the promoters.
- Received trading approval for 27,80,000 equity shares from NSE and BSE effective June 25, 2026.
- Shares issued at a premium of Rs. 189.85 per share (Face Value Rs. 2) to the promoter group.
- The issuance resulted from the conversion of warrants previously allotted on a preferential basis.
- All 27.80 lakh shares are subject to a mandatory lock-in period until December 31, 2027.
- Distinctive numbers for the new shares range from 88522202 to 91302201.
Windsor Machines Limited has allotted 1,04,24,811 equity shares to Mr. Vinit Dharamshibhai Bediya, a public investor, following the conversion of warrants. The conversion was priced at ₹191.85 per share, bringing in a fresh capital infusion of approximately ₹150 crore (representing the 75% balance payment). This allotment has increased the company's total paid-up equity share capital to 10.17 crore shares. Post-conversion, the allottee holds a significant 10.25% stake in the company.
- Allotment of 1,04,24,811 equity shares at an issue price of ₹191.85 per share.
- Total capital infusion of ₹149.99 crore received as the 75% balance payment for warrant conversion.
- Investor Vinit Dharamshibhai Bediya now holds a 10.25% stake in the company post-allotment.
- Paid-up equity capital increased from ₹18.26 crore to ₹20.34 crore.
- Approximately 17.32 lakh warrants remain outstanding for conversion within the 18-month window.
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.
