Windsor Machines Limited has submitted a postal ballot notice to stock exchanges seeking shareholder approval for the disposal of its Vatva industrial facility, following the board's earlier decision to divest the property as part of its operational consolidation strategy.

Postal Ballot Submission and Timeline

The company submitted the postal ballot notice on February 11, 2026, to BSE Limited and National Stock Exchange of India Limited under Regulation 30 of SEBI Listing Regulations. The notice seeks approval for a special resolution to sell, transfer, or dispose of industrial plots located at Plots No. 5402-5405, Phase IV, GIDC Vatva, Ahmedabad-382445.

The company has engaged Central Depository Services Limited (CDSL) to provide remote e-voting facility to members. Results will be declared within two working days of the conclusion of the e-voting period, with the resolution deemed passed on March 13, 2026, if approved by requisite majority.

Strategic Divestment of Vatva Facility

The board had previously approved the proposed sale of the Vatva facility during its February 07, 2026 meeting as part of the Rs. 25.00 crore preferential share allotment transaction. The facility spans approximately 36,775 square meters and includes existing factory building structures with fixed assets.

The 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 during the financial year ended March 31, 2025.

Operational Consolidation Strategy

The disposal of the Vatva property is part of Windsor Machines' broader operational restructuring following the acquisition of a 59.52% stake in Unitech Workholding Systems Private Limited. The company completed a preferential share allotment of 7,37,680 equity shares worth Rs. 24,99,99,752 at Rs. 338.90 per share to facilitate this acquisition.

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

Regulatory Compliance and Approvals

The postal ballot process complies with Sections 108 and 110 of the Companies Act, 2013, and follows MCA circulars for electronic voting procedures. The company's registrar and share transfer agent, MUFG Intime India Private Limited, will facilitate the process for eligible shareholders as of the cut-off date.

Proceeds from the Vatva property sale will be utilized for the ongoing setup of the new plant at Chibhda, Rajkot, working capital for expansion, and other general business purposes. The transaction is expected to be completed within six months, subject to regulatory approvals and finalization of definitive agreements.

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.