Windsor Machines Limited has secured approval from the National Stock Exchange of India (NSE) and BSE Limited to reclassify two of its promoter entities to the public category. The approval, communicated through letters dated May 15, 2026, pertains to Castle Equipments Private Limited and Ghodbunder Developers Private Limited. This reclassification is effective under Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).

The company had initially submitted the application for this reclassification on February 19, 2026. Following a review of the submissions, both exchanges granted the necessary no-objection, facilitating the transition of these entities from the promoter to the public shareholding bracket. The updated shareholding details reflect that Castle Equipments Private Limited holds 0 shares, while Ghodbunder Developers Private Limited holds 12 shares, both now classified as public shareholders.

Reclassified Promoter Entities

The following entities have been reclassified from the promoter category to the public category as per the exchange approvals:

Shareholding Pattern

The reclassification has resulted in a marginal adjustment in the company's promoter and public shareholding statistics. The total number of shares held by promoters decreased by 12, while the public holding increased correspondingly. The percentage of shareholding, however, remains unchanged at 47.86% for promoters and 52.14% for the public.

Regulatory Compliance and Warning Letters

Alongside the approval, Windsor Machines received warning letters from both NSE and BSE concerning procedural delays. The exchanges observed that the company made the intimation/announcement regarding the reclassification application on April 05, 2026. Regulation 31A(8)(c) of the SEBI LODR Regulations mandates that such disclosures be made within 24 hours of submitting the application to the exchanges, which in this case was due by February 20, 2026. The key details of the regulatory action are summarised below:

The exchanges issued the warnings to highlight the non-compliance regarding the timeline of the disclosure. Windsor Machines stated that it has taken note of the communications and will ensure strict adherence to regulatory provisions going forward. The company clarified that the warnings do not carry any financial penalty and have no material impact on its financials or operations.

Windsor Machines Limited delivered a strong top-line performance in Q4FY26, with consolidated revenue growing 52.8% year-on-year to ₹184.6 Cr. The Board of Directors, at its meeting held on May 09, 2026, approved the audited standalone and consolidated financial results for the quarter and year ended March 31, 2026, under Regulation 30 and 33 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. While revenue momentum remained robust, EBITDA margins saw a temporary impact attributed to one-time transitional costs associated with the shift of manufacturing operations to the new integrated facility in Rajkot. The meeting commenced at 04:20 p.m. and concluded at 06:55 p.m., with the statutory audit conducted by M/s. S K Patodia & Associates LLP, Chartered Accountants, who issued an unmodified opinion on both standalone and consolidated financial results.

FY26 Audited Financial Highlights

The company's audited consolidated financials for FY26 reflect a significant improvement in top-line performance across its core business divisions. SG&A expenses in Q4FY26 included a one-time plant relocation cost of INR 2.7 Cr, with total relocation costs for FY26 standing at INR 4.8 Cr. Q3FY26 had a one-time impact of ₹98.5 Lakhs due to a change in labour laws, which has been adjusted for in EBITDA calculations. PBT and PAT have also been adjusted for exceptional items. The following table summarises the key consolidated income statement metrics:

Segment-Wise Performance

CNC Machines Division

The CNC Machines division, acquired in February 2025 with board-approved amalgamation effective April 1, 2025, was shifted to the new integrated Rajkot facility in Q2FY26. The division serves key industries including Aerospace, Defence, Pumps & Valves, Automotive, Medical, Oil & Gas, Railway, Agriculture, and General Engineering. The following table presents the quarterly performance trend for the CNC division (₹ Cr):

Revenue for Q4'25 is from Feb 14, 2025 to Mar 31, 2025. Unitech revenue included from Feb 10, 2026.

Annual revenue for the CNC division grew from ₹97.4 Cr in FY23 to ₹162.1 Cr in FY24, ₹183.1 Cr in FY25, and ₹190.4 Cr in FY26.

Injection Moulding Machinery Division

The Injection Moulding division focuses on high-tonnage, energy-efficient machines manufactured entirely in India. The division was also shifted to the new integrated Rajkot facility in Q2FY26. Notably, the Directorate General of Trade Remedies (DGTR) imposed an anti-dumping duty for five years (effective June 2025) on Injection Moulding Machines imported from China and Taiwan, with duty ranging from 0% to 63% of CIF value depending on the producer. Annual and quarterly performance is presented below:

Extrusion Machinery Division

The Extrusion division, focused on Pipe Extrusion Lines and Blown Film Extrusion Lines, was shifted from Vatva to the new integrated Rajkot facility in Q4FY26. Key industries served include Packaging, Infrastructure, Agriculture, and Telecommunication.

Previous quarter numbers have been restated.

Strategic Acquisitions and Capital Infusion

Windsor Machines has undertaken significant strategic moves to broaden its capabilities. The acquisition of Global CNC Pvt. Ltd. (consolidated from February 14, 2025), with the NCLT, Ahmedabad Bench approving the Scheme of Amalgamation on March 19, 2026, effective April 1, 2025, expanded the company's presence in high-precision metal cutting and shaping solutions. The subsequent acquisition of a 100% stake in Unitech Workholding Systems Pvt. Ltd. (consolidated from February 10, 2026) for a total purchase consideration of Rs. 4,200 Lakhs — a precision tooling specialist incorporated in 2020 — added over 4,000 workholding fixtures across diverse machining applications, including modular clamping elements, hydraulic fixtures, and dies. The Company recognised goodwill of Rs. 3,715.37 Lakhs on the Unitech acquisition. A non-cash consideration of Rs. 2,500 Lakhs to Unitech shareholders was settled via share swap through issuance of 7,37,680 fully paid-up equity shares at Rs. 338.90 per share. These acquisitions, together with a ₹725 Cr capital infusion, have enhanced the company's technological capabilities and financial strength.

Capacity Expansion and Operational Strategy

The consolidation of all manufacturing operations into the new state-of-the-art Rajkot facility has increased Windsor's annual production capacity from 1,500 to 3,600 machines per annum, representing a multi-fold increase. Of the funds raised, ₹310 Cr has been earmarked for expansion of the Rajkot facility through incremental capital expenditure. The company has also transitioned to an agile "Make-to-Stock" model for standard units, reducing delivery timelines from 2–3 months to 15–30 days for customers. Key export markets include Africa, Nepal, Sri Lanka, Bangladesh, and the MEA region, with FY26 India revenue standing at ₹501.2 Cr and outside India revenue at ₹69.3 Cr.

Revenue Mix and Geography

The revenue mix for FY26 reflects a shift in segment contribution, with Injection Moulding accounting for 44%, CNC for 23%, and Extrusion for 33%. In Q4FY26, Injection Moulding contributed 61%, CNC 28%, and Extrusion 11%. India revenues for Q4FY26 stood at ₹157.1 Cr, while outside India revenues were ₹22.3 Cr.

Board-Level Developments and Property Sale

The Board meeting of May 09, 2026 approved several significant corporate governance and asset monetisation decisions. Mr. Dharmendra Becharbhai Varasada (DIN: 09176580) was appointed as Additional Director designated as Executive Director with effect from May 09, 2026, subject to shareholder approval. As per the disclosure filed under Regulation 30 of SEBI Listing Regulations, the appointment was based on the recommendation of the Nomination and Remuneration Committee and was unanimously approved by the Board. Mr. Varasada brings more than 2.5 decades of technical experience in manufacturing and was the technical brain behind the success of Global CNC Private Limited, the erstwhile wholly owned subsidiary that has since been amalgamated with Windsor Machines Limited. He is responsible for oversight of the company's production, technology solutions, and service functions, with extensive experience spanning Plastic Injection Moulding Machines, Pipe Extrusion Machines, Blown Film Machines, CNC Machines, VMC Machines, SPM Machines, and Fixtures. Mr. Varasada is not debarred from holding the office of a director by virtue of any order of SEBI or any other authority. The key details of his appointment are summarised below:

Separately, Mr. Vinit Dharamshibhai Bediya (DIN: 07915192) resigned as Non-Executive Director, and consequently as Member of the Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Chairman/Member of the Stakeholder Relationship Committee, effective the close of business on May 09, 2026, citing pre-occupations in own business and personal commitments.

The Board also approved the sale of vacated industrial plots at Plot No. E-6 and E-6(A), admeasuring 21,912 sq. meters, located at Wagale Thane Industrial Area, Panchpakhadi, Thane, Maharashtra. Windsor Machines has since signed an MOU with Allerindia Developers LLP for the sale of the said industrial land and buildings for a consideration of ₹162 Crores. The key details of the transaction are as follows:

As no business operations are carried out on the said land and building, the sale will not impact the company's business operations. The transaction is subject to definitive agreements, shareholder approval as per Regulation 37A, and necessary regulatory and statutory approvals. Additionally, M/s. Moore Singhi Advisors LLP was re-appointed as Internal Auditor and M/s. Ashish Bhavsar & Associates was re-appointed as Cost Auditor, both for the year ending March 31, 2027.

Shareholding Pattern

As on April 13, 2026, the shareholding pattern of Windsor Machines Limited was as follows:

The audited financial results and related disclosures were filed with BSE Limited and the National Stock Exchange of India Limited on May 09, 2026, in compliance with Regulation 30 and 33 of the SEBI Listing Regulations, 2015. The declaration regarding unmodified audit opinion was signed by Anand Jain, Chief Financial Officer of the Company.