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.

Windsor Machines Limited has secured in-principle approval from both major Indian stock exchanges for a preferential equity issue. The company announced receipt of regulatory approvals for issuing 737680 equity shares of Rs. 2/- each to non-promoters on a preferential basis.

Exchange Approvals and Timeline

The company received approvals from both exchanges within a day of each other. The National Stock Exchange of India Limited granted approval through letter NSE/LIST/51880 dated January 29, 2026, while BSE Limited provided its consent via letter LOD/PREF/SS/FIP/1598/2025-2026 dated January 28, 2026.

Regulatory Conditions and Compliance Requirements

Both exchanges have outlined specific conditions that Windsor Machines must fulfill. The approvals are subject to compliance with various regulatory frameworks including SEBI (LODR) Regulations 2015, Companies Act 2013, and other applicable laws.

Key conditions include:

• Filing listing application at the earliest from the date of allotment
• Receipt of statutory and other approvals from authorities including SEBI, RBI, and MCA
• Compliance with all applicable guidelines and regulations
• Submission of required documents and payment of applicable fees

Internal Controls and Trading Restrictions

Both NSE and BSE have emphasized the need for strengthened internal controls to monitor trades executed by proposed allottees. The exchanges have mandated specific undertakings from allottees to prevent non-compliance with SEBI (ICDR) Regulations.

The company must obtain undertakings from allottees confirming they will not engage in intra-day trading or sell company shares until the allotment date. The responsibility for verification and compliance lies solely with Windsor Machines Limited, with potential impact on share listing if non-compliance is observed.

Post-Allotment Requirements

Upon completion of the allotment, Windsor Machines must submit a listing application within twenty days as per Schedule XIX of ICDR Regulations and SEBI circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. Non-compliance with this timeline will attract penalties as specified in the regulatory circular.

Both exchanges have reserved the right to withdraw their in-principle approval if submitted information is found to be incomplete, incorrect, misleading, or in contravention of applicable regulations. The approvals are granted under Regulation 28(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.