Windsor Machines Limited filed its Statement of Deviation/Variation in utilisation of funds raised through Preferential Issue for the quarter ended March 31, 2026, with BSE Limited and the National Stock Exchange of India Limited on May 09, 2026. The filing was made pursuant to Regulation 30 and Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Monitoring Agency Report was issued by ICRA Limited, and the company confirmed that there was no deviation or variation in the utilisation of funds raised through the Preferential Issue. The submission was made by Company Secretary and Compliance Officer Rohit Sojitra, with the deviation statement signed by Chief Financial Officer Anand Jain.

Issue Overview

Windsor Machines conducted a Preferential Issue with funds raised on January 09, 2025. The issue comprised equity shares and warrants fully convertible into equity shares. Key details of the issue are summarized below:

The proceeds credited to the Net Proceeds account stood at INR 510.07 Crore as on March 31, 2026, as part payment was received against warrants. Accordingly, ICRA monitored INR 510.07 Crore for Q4 FY2026.

Utilization of Issue Proceeds

The Monitoring Agency confirmed no deviation from the objects of the issue, with utilization in line with disclosures in the offer document. The following table details the progress against each stated object as at the end of the quarter:

*Actual unutilized proceeds stood at INR 10.13 Crore as only part payment was received against the warrants as of March 31, 2026.

Key Notes on Acquisition Utilization

Regarding the acquisition of Global CNC Private Limited, the company signed a Share Purchase Agreement at INR 343.11 Crore. However, the Board resolution and all approvals referenced a rounded figure of INR 344.00 Crore. The company deducted TDS at 0.1% under Section 194Q of Rs. 34.31 lakhs and paid a net amount of Rs. 342.77 Crore, which is reflected as utilization. The TDS was paid from Windsor Machines' current account and not from the share proceeds account. As a result, the balance amount of INR 1.23 Crore will be utilized towards other objects yet to be decided.

Deployment of Unutilized Proceeds

The unutilized proceeds as at the end of the quarter were held in the share application account, as detailed below:

Source: As certified by S K Patodia & Associates LLP

General Corporate Purpose Utilization

Of the INR 100.00 Crore allocated for General Corporate Purposes, INR 15.00 Crore has been utilized to date. The breakdown of this utilization is as follows:

Additionally, a reimbursement of INR 2.19 Crore was taken for expenses incurred earlier by the company from its internal accruals under the General Corporate Purposes head.

Deviation Statement and Regulatory Confirmation

The formal Statement of Deviation/Variation filed under Regulation 30 and 32 confirmed no deviation or variation in the use of funds raised. The audit committee offered no comments, and the auditors similarly provided no comments on the utilization. The statement clarifies that deviation or variation could mean: (a) deviation in the objects or purposes for which the funds were raised; (b) deviation in the amount of funds actually utilised against original disclosures; or (c) change in terms of a contract referred to in the fund-raising document. None of these conditions were applicable for the quarter ended March 31, 2026.

Implementation Status

All objects of the issue remain on schedule as confirmed by the issuer's management, with no delays reported. The completion timelines as per the offer document are as follows:

The Monitoring Agency confirmed that all statutory and government approvals related to the objects have been obtained, including GPCB Approval, and that the means of finance for the disclosed objects have not changed. No material deviations, unfavorable events, or other information that could materially affect investor decision-making were reported.

Windsor Machines Limited has notified the stock exchanges of a change in its board composition, with Mr. Vinit Dharamshibhai Bediya (DIN: 07915192) tendering his resignation as Non-executive Director of the company. The resignation took effect from the closing business hours on May 09, 2026, and was accepted by the Board of Directors at their meeting held on the same date. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director Resignation Details

The company's regulatory filing provides the following details regarding the board change, as required under Regulation 30 of the SEBI Listing Regulations read with Schedule III and the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026:

Regulatory Compliance

The intimation was filed by Rohit Sojitra, Company Secretary and Compliance Officer of Windsor Machines, in accordance with the applicable SEBI disclosure norms. The filing was addressed to both BSE Limited and the National Stock Exchange of India Limited, fulfilling the company's obligations under the SEBI Listing Regulations. Windsor Machines is registered under CIN L99999GJ1963PLC168458, with its registered office located at Floor No. 3 & 4, Corporate House No. 6, Block B, Magnet Corporate Park, Off. S G Highway, Thaltej, Ahmedabad, Gujarat, India, 380054.