Windsor Machines Limited has received trading approval for 26.06 lakh equity shares from warrant conversion, while promoter Ramesh Keshubhai Siyani disclosed substantial acquisition of shares under SEBI regulations. The development involves conversion of warrants into equity shares and subsequent increase in promoter shareholding.

Trading Approval and Share Allotment

The company secured trading approval from both NSE and BSE on December 26, 2025, for 26,06,203 equity shares allotted through warrant conversion on preferential basis. Trading commenced from December 29, 2025, with shares carrying distinctive numbers from 84478319 to 87084521.

Promoter Shareholding Enhancement

Ramesh Keshubhai Siyani, acting as acquirer along with Person Acting in Concert (PAC) Plutus Investments and Holding Private Limited, filed disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquisition occurred through conversion of warrants into equity shares.

Share Capital Structure

The warrant conversion has altered the company's equity structure. Before the acquisition, the equity share capital stood at ₹16.90 crores consisting of 8,44,78,318 equity shares of ₹2 face value each. Post-acquisition, the equity share capital increased to ₹17.42 crores comprising 8,70,84,521 equity shares.

Warrant Conversion Details

The company had originally allotted 2,60,62,027 warrants at ₹191.85 per warrant (including premium of ₹189.85) on January 09, 2025, on preferential basis. These warrants are convertible into equity shares within 18 months from issuance date. As of this disclosure, 1,04,24,811 warrants have been converted into equity shares, with 1,56,37,216 warrants remaining outstanding.

Regulatory Compliance

Both NSE (letter NSE/LIST/52174) and BSE (letter LOD/PREF/SV/464/2025-2026) provided formal approvals on December 26, 2025. The disclosure was made pursuant to SEBI regulations, with the promoter filing signed digitally on December 30, 2025. The newly allotted shares are subject to lock-in restrictions until June 30, 2027.

Windsor Machines Limited has received shareholder approval to acquire a 59.52% stake in Unitech Workholding Systems Private Limited through a combination of share swap and cash payment. The company's shareholders passed a special resolution approving the issuance of up to 7,37,680 equity shares on a preferential basis for consideration other than cash.

Key Details of the Acquisition and Approval

• Total Acquisition Value: Rs. 42.00 crore
• Share Swap Component: Rs. 25.00 crore (59.52% of total value)
• Cash Component: Rs. 17.00 crore (40.48% of total value)
• Issue Price: Rs. 338.90 per share (Rs. 2 face value + Rs. 336.90 premium)
• Shareholder Approval: 99.9997% votes in favor
• EGM Date: December 7, 2025
• Participation: 22 members via e-voting

Preferential Allotment Details

The preferential allotment of shares will be made to five individuals who are existing shareholders of Unitech but not promoters of Windsor Machines. Here's a breakdown of the allotment:

Strategic Rationale

The acquisition of Unitech Workholding Systems aims to enhance Windsor Machines' market presence and product offerings. Unitech specializes in manufacturing modular clamping elements, dies, tools, fixtures, and CNC machines. This acquisition is expected to enable Windsor Machines to provide tooled solutions with machines as a package, including fixtures and tooling.

Impact on Shareholding

Post-acquisition, the allottees will collectively hold about 0.85% of Windsor Machines' equity, or 0.70% on a fully diluted basis. The promoter holding is expected to slightly decrease from 46.18% to 45.79% post-issue.

Financial Snapshot of Unitech

• Net Worth: Rs. 3.55 crore
• Turnover: Rs. 15.20 crore

Conclusion

With shareholder approval secured, this strategic move by Windsor Machines represents a significant step towards expanding its product portfolio and market reach. The acquisition of Unitech Workholding Systems is expected to strengthen Windsor's position in the machine manufacturing sector, particularly in the area of tooled solutions and fixtures.