Windsor machines Limited has announced the conversion of 7,00,000 equity warrants into equity shares, marking another significant step in its capital expansion strategy. The Board of Directors approved this conversion through a circular resolution passed on March 27, 2026, under Regulation 30 of the SEBI Listing Regulations.

Conversion Details and Financial Impact

The conversion involved 7,00,000 equity warrants being converted into an equal number of equity shares at an issue price of ₹191.85 per share, including a premium of ₹189.85. The company received ₹10,07,21,250.00 from the conversion, representing 75% of the issue price per warrant at ₹143.88 per warrant.

Allottee Information and Shareholding Changes

The entire conversion was undertaken by Mr. Rameshbhai Keshubhai Siyani, a member of the promoter group. This transaction represents a preferential allotment to a person belonging to the promoter group category.

Impact on Share Capital Structure

Following the conversion, Windsor Machines Limited's issued, subscribed, and paid-up equity share capital has increased significantly. The company's total equity base now comprises 8,85,22,201 fully paid-up equity shares of ₹2 each.

Regulatory Compliance and Listing

The conversion was executed in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The newly allotted equity shares will rank pari-passu with existing equity shares and will be listed on both BSE Limited and National Stock Exchange of India Limited upon receipt of listing approval.

Outstanding Warrants Position

This conversion is part of a larger warrant allotment program. The company had initially allotted 2,60,62,027 equity warrants on January 09, 2025, on a preferential basis. With this conversion and a previous conversion of 26,06,203 warrants in October 2025, significant warrant conversion activity continues. The remaining 1,49,37,216 warrants held by warrant holders remain eligible for conversion within 18 months from the original allotment date.

Windsor Machines Limited has received regulatory approval for a significant corporate restructuring initiative, with the National Company Law Tribunal sanctioning its amalgamation scheme with a wholly owned subsidiary.

NCLT Sanctions Amalgamation Scheme

The National Company Law Tribunal (NCLT), Ahmedabad Bench, pronounced its order on March 19, 2026, sanctioning the Scheme of Amalgamation between Global CNC Private Limited and Windsor Machines Limited. The scheme involves the merger of Global CNC Private Limited, a wholly owned subsidiary of Windsor Machines Limited, with the parent company.

Regulatory Framework and Process

The amalgamation scheme has been structured under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder. The scheme encompasses the respective shareholders and creditors of both companies, ensuring comprehensive coverage of all stakeholders in the merger process.

The NCLT order has been uploaded on the tribunal's official website and is accessible through the provided link in the company's regulatory filing. This transparency measure allows stakeholders to review the detailed terms and conditions of the approved amalgamation scheme.

Implementation Timeline

While the NCLT has granted its sanction, the scheme's effectiveness remains contingent upon completing the final regulatory step. The company has indicated that it is currently awaiting the certified copy of the NCLT order. The amalgamation will become legally effective only upon filing this certified copy with the Registrar of Companies.

Corporate Structure Impact

The successful completion of this amalgamation will result in the consolidation of Global CNC Private Limited's operations, assets, and liabilities into Windsor Machines Limited. As a wholly owned subsidiary merger, this transaction represents an internal restructuring initiative aimed at streamlining the corporate structure and operational efficiency.

The company has fulfilled its disclosure obligations under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, by promptly informing both BSE Limited and National Stock Exchange of India Limited about this significant corporate development.