Windsor machines Limited has completed a significant preferential share allotment worth Rs. 24,99,99,752 as part of its strategic acquisition of Unitech Workholding Systems Private Limited. The board meeting held on February 07, 2026, approved multiple key decisions that will reshape the company's operational footprint.

Preferential Share Allotment Details

The company allotted 7,37,680 equity shares at Rs. 338.90 per share, including a premium of Rs. 336.90 per equity share with a face value of Rs. 2.00 each. This allotment was made to acquire a 59.52% shareholding in Unitech through an equity swap arrangement, following approvals from both NSE and BSE received in January 2026.

All five allottees are non-promoter investors who previously held no shares in the company. The transaction was conducted as consideration other than cash, with the allottees being existing shareholders of Unitech.

Impact on Share Capital Structure

Following the preferential allotment, Windsor Machines' issued, subscribed and paid-up equity share capital increased from Rs. 17,41,69,042 to Rs. 17,56,44,402. The total number of fully paid-up equity shares rose from 8,70,84,521 to 8,78,22,201 shares of Rs. 2.00 each.

Vatva Facility Divestment Proposal

The board approved the proposed sale of industrial plots at Vatva, Ahmedabad, comprising plots 5402, 5403, 5404, and 5405 at Phase IV, GIDC Vatva. The facility spans approximately 36,775 square meters and includes existing factory building structures. This divestment aligns with the company's strategy to consolidate operations at its new Rajkot manufacturing facility.

The Vatva unit contributed Rs. 140.87 crore in revenue, representing 42.82% of total revenue, and held a net worth of Rs. 135.24 crore, accounting for 18.50% of the company's total net worth during the financial year ended March 31, 2025. The sale is expected to be completed within six months, subject to regulatory approvals and finalization of definitive agreements.

Enhanced Capital Expenditure for Rajkot Plant

The board enhanced the capital expenditure limit for the Rajkot plant from Rs. 165 crore to Rs. 225 crore. This increase will accommodate additional land area requirements, construction of factory and office buildings, and procurement of machinery for the expanded facility.

The newly allotted equity shares will rank pari-passu with existing equity shares and will be listed on both BSE and NSE upon receipt of listing approval. The strategic moves reflect Windsor Machines' focus on operational consolidation and expansion of manufacturing capabilities at its modern Rajkot facility.

Windsor Machines Limited reported challenging financial results for the quarter and nine months ended December 31, 2025, marking a significant shift from profitability to substantial losses. The machinery manufacturer's performance reflects operational disruptions and strategic restructuring initiatives undertaken during the period.

Financial Performance Overview

The company's standalone financial results revealed a stark contrast compared to the previous year's performance. Key financial metrics demonstrate the extent of operational challenges faced during the quarter.

Nine Months Performance Analysis

The nine-month period showed continued financial pressure with losses widening significantly. Revenue remained relatively stable while exceptional items impacted overall profitability.

Segment-wise Performance

Both business segments experienced operational challenges during the quarter, with the Extrusion Machinery Division facing more significant pressures.

Extrusion Machinery Division:

• Revenue: ₹3,491.33 crores (Q3FY26) vs ₹5,037.72 crores (Q3FY25)
• Segment Loss: ₹(437.10) crores vs Profit of ₹604.14 crores

Injection Moulding Machinery Division:

• Revenue: ₹5,680.01 crores (Q3FY26) vs ₹5,750.81 crores (Q3FY25)
• Segment Loss: ₹(99.28) crores vs Profit of ₹403.66 crores

Strategic Developments and Restructuring

The company undertook several significant strategic initiatives during the period. Windsor Machines decided to relocate both manufacturing plants from their existing locations to a new integrated facility at Chibhda, Rajkot. The Injection machinery plant relocation has been completed at a cost of ₹215 lakhs, while the Extrusion machine plant shifting is expected to be completed by March 31, 2026.

The company paid substantial settlement amounts totaling ₹1,161.61 lakhs as exceptional items, including ₹225.07 lakhs and ₹486.54 lakhs to union workers at Extrusion and Injection divisions respectively, and ₹450.00 lakhs for Thane workers claims settlement.

Acquisition Activities

Windsor Machines signed a Share Purchase agreement for acquiring 100% stake in Unitech Workholding Systems Private Limited for ₹4,200 lakhs. The consideration structure includes ₹1,700 lakhs in cash and ₹2,500 lakhs through share swap via issuance of 7,37,680 equity shares at ₹338.90 per share. The company received in-principle approvals from BSE Limited on January 28, 2026, and NSE on January 29, 2026.

Subsidiary Developments

The company filed for voluntary judicial liquidation of its Italian subsidiary Wintal Machines SRL, with the Court of Brescia administrator taking control from December 30, 2024. Windsor Machines had already provided for total investment and receivables from Wintal in previous periods and expects no proceeds from the liquidation process.

Regulatory Compliance Impact

The implementation of four Labour Codes notified by the Government of India on November 21, 2025, resulted in an incremental gratuity impact of ₹61.80 lakhs due to changes in wage definition, which was accounted in employee benefit expenses for the quarter.