Windsor Machines Limited has scheduled a remote e-voting process from May 29, 2026, to June 27, 2026, seeking shareholder approval for the sale of its immovable property in Thane and alterations to managerial remuneration. The company aims to monetize non-operational assets to fund expansion, while also seeking to increase the compensation cap for its Chief Executive Officer and appoint a new Executive Director. The company reported a net loss of ₹4.43 crore for the year ended March 31, 2026, attributed to exceptional one-time settlement costs for workmen, and expects improved profitability following the consolidation of operations at Chibhda, Rajkot.

The Board has identified the industrial plots located at Plots No. E-6 and E-6(A) in the Wagale (Thane) Industrial Area, Maharashtra, as non-operational and no longer required for business purposes. The proposed sale involves land admeasuring approximately 21,912 square meters along with building construction and fixed assets. The consideration received from the disposal is intended to be utilized towards the expansion of the company's operations.

Special Resolutions

Shareholders will vote on three special resolutions during the postal ballot period. The first resolution seeks approval to sell, transfer, or otherwise dispose of the Thane property under Section 180(1)(a) of the Companies Act, 2013. The second resolution proposes increasing the limit of managerial remuneration payable to Mr. Vinay Bansod, Whole Time Director and Chief Executive Officer. The third resolution seeks approval for the appointment of Mr. Dharmendra Becharbhai Varasada as an Executive Director for a term of three consecutive years.

Remuneration and Appointments

The company proposes to increase the remuneration limit for Mr. Vinay Bansod from ₹92,50,009 per annum to ₹1,00,00,000 per annum as fixed remuneration, with an additional ₹45,00,000 per annum as variable performance pay. This adjustment is effective from April 01, 2026, until the conclusion of his tenure on May 12, 2027. Additionally, the Board has appointed Mr. Dharmendra Becharbhai Varasada as an Additional Director designated as Executive Director, effective May 09, 2026, subject to shareholder approval. His proposed remuneration is not exceeding ₹96,00,004 per annum.

E-Voting Details

The remote e-voting facility will be available from 9.00 A.M. (IST) on Friday, May 29, 2026, until 5.00 P.M. (IST) on Saturday, June 27, 2026. Members whose names appear in the Register of Members or List of Beneficial Owners as of the cut-off date, Friday, May 22, 2026, are eligible to vote. The results of the postal ballot are expected to be declared on or before Monday, June 29, 2026.

Windsor Machines Limited has finalized the acquisition of non-agriculture land located at Chibhda, Rajkot. The company completed the registration of the requisite Deed of Conveyance and related documents with the Sub-registrar at Taluka Lodhika on May 22, 2026. Consequently, the ownership and possession of the said land have been transferred to and vested in the company.

Acquisition Details

The Board of Directors of Windsor Machines Limited had initially approved the proposal to purchase the land on November 08, 2025. The property spans Revenue Survey Nos. 1147, 1148, 1149, and 1177 of Village Chibhda, Taluka Lodhika, District Rajkot, Gujarat. The total area of the acquired land measures approximately 77,198 square meters.

Transaction Terms

The acquisition was executed with M/s. Swastik Realty for a total consideration of ₹55 crore. The company confirmed that the said parties are not related to the promoter or promoter group, and the transaction does not fall within related party transactions.