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.

Windsor Machines Limited filed its Statement of Deviation/Variation in utilisation of funds raised through Preferential Issue for the quarter ended March 31, 2026, with BSE Limited and the National Stock Exchange of India Limited on May 09, 2026. The filing was made pursuant to Regulation 30 and Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Monitoring Agency Report was issued by ICRA Limited, and the company confirmed that there was no deviation or variation in the utilisation of funds raised through the Preferential Issue. The submission was made by Company Secretary and Compliance Officer Rohit Sojitra, with the deviation statement signed by Chief Financial Officer Anand Jain.

Issue Overview

Windsor Machines conducted a Preferential Issue with funds raised on January 09, 2025. The issue comprised equity shares and warrants fully convertible into equity shares. Key details of the issue are summarized below:

The proceeds credited to the Net Proceeds account stood at INR 510.07 Crore as on March 31, 2026, as part payment was received against warrants. Accordingly, ICRA monitored INR 510.07 Crore for Q4 FY2026.

Utilization of Issue Proceeds

The Monitoring Agency confirmed no deviation from the objects of the issue, with utilization in line with disclosures in the offer document. The following table details the progress against each stated object as at the end of the quarter:

*Actual unutilized proceeds stood at INR 10.13 Crore as only part payment was received against the warrants as of March 31, 2026.

Key Notes on Acquisition Utilization

Regarding the acquisition of Global CNC Private Limited, the company signed a Share Purchase Agreement at INR 343.11 Crore. However, the Board resolution and all approvals referenced a rounded figure of INR 344.00 Crore. The company deducted TDS at 0.1% under Section 194Q of Rs. 34.31 lakhs and paid a net amount of Rs. 342.77 Crore, which is reflected as utilization. The TDS was paid from Windsor Machines' current account and not from the share proceeds account. As a result, the balance amount of INR 1.23 Crore will be utilized towards other objects yet to be decided.

Deployment of Unutilized Proceeds

The unutilized proceeds as at the end of the quarter were held in the share application account, as detailed below:

Source: As certified by S K Patodia & Associates LLP

General Corporate Purpose Utilization

Of the INR 100.00 Crore allocated for General Corporate Purposes, INR 15.00 Crore has been utilized to date. The breakdown of this utilization is as follows:

Additionally, a reimbursement of INR 2.19 Crore was taken for expenses incurred earlier by the company from its internal accruals under the General Corporate Purposes head.

Deviation Statement and Regulatory Confirmation

The formal Statement of Deviation/Variation filed under Regulation 30 and 32 confirmed no deviation or variation in the use of funds raised. The audit committee offered no comments, and the auditors similarly provided no comments on the utilization. The statement clarifies that deviation or variation could mean: (a) deviation in the objects or purposes for which the funds were raised; (b) deviation in the amount of funds actually utilised against original disclosures; or (c) change in terms of a contract referred to in the fund-raising document. None of these conditions were applicable for the quarter ended March 31, 2026.

Implementation Status

All objects of the issue remain on schedule as confirmed by the issuer's management, with no delays reported. The completion timelines as per the offer document are as follows:

The Monitoring Agency confirmed that all statutory and government approvals related to the objects have been obtained, including GPCB Approval, and that the means of finance for the disclosed objects have not changed. No material deviations, unfavorable events, or other information that could materially affect investor decision-making were reported.