Western Ministil Limited has completed a significant preferential allotment to acquirers Kalpesh Naginbhai Patel and Vandana Patel on February 16, 2026. The company has now submitted mandatory disclosures under Regulation 29(1) of SEBI's Substantial Acquisition of Shares and Takeovers Regulations, 2011 to BSE Limited on February 18, 2026.

Preferential Allotment Structure

The Board of Directors approved the allotment of 35,00,000 equity shares and 45,00,000 convertible warrants to the acquirers. This preferential allotment represents a substantial increase in their shareholding position in the company.

Capital Structure Impact

The preferential allotment has significantly altered Western Ministil's capital structure. The company's equity share capital expanded from 21,57,186 shares to 61,57,186 equity shares of Rs. 10 face value each following the allotment.

Ongoing Open Offer Details

Simultaneously with the preferential allotment, the acquirers are conducting an open offer targeting 33,80,000 equity shares at Rs. 10.00 per share. This represents 26.00% of the expanded equity and voting share capital.

Regulatory Compliance and Status

Navigant Corporate Advisors Limited serves as the manager to the offer. The acquirers have deposited Rs. 340.00 lakhs in an escrow account with Kotak Mahindra Bank Limited and received necessary approvals from BSE Limited under SEBI's listing regulations.

The acquirers currently belong to the public category but will be treated as promoters upon completion of the open offer, as stated in their public announcement dated November 26, 2025. The Letter of Offer remains available on SEBI's website and the manager's website for public access.

Western Ministil Limited has announced its unaudited financial results for the quarter ended December 31, 2025, revealing continued financial challenges with a net loss of Rs 9.58 lakhs. The company's board meeting held on February 9, 2026, also approved significant leadership changes with the appointment of two new directors.

Financial Performance Analysis

The company's financial performance showed deterioration during the third quarter of FY26. The quarterly results highlight the ongoing operational challenges faced by the organization.

For the nine-month period ended December 31, 2025, the company reported a net loss of Rs 17.11 lakhs compared to Rs 23.61 lakhs in the corresponding period of the previous year, showing some improvement in the year-over-year comparison.

Expense Breakdown and Operational Challenges

The company's expense structure reveals specific areas of concern. Other expenses constituted the largest component at Rs 9.58 lakhs for the quarter, while depreciation expenses were Rs 8.53 lakhs. Changes in inventories accounted for Rs 1.05 lakhs during the quarter.

Going Concern and Financial Difficulties

The company faces significant financial challenges that raise questions about its operational sustainability. The auditor's review report highlighted critical issues including accumulated losses exceeding paid-up share capital and free reserves. Current liabilities also exceed current assets, indicating liquidity constraints.

The company owes Rs 496.21 lakhs to various parties, including Rs 166.25 lakhs in borrowings from related parties and Rs 103.34 lakhs from other companies. Notably, the company has not provided for interest of Rs 283.81 lakhs for the period from April 1, 2001, to December 31, 2025, due to financial difficulties.

Board Appointments and Leadership Changes

The board approved two significant appointments during the February 9, 2026 meeting, strengthening the company's leadership structure.

Both appointments are effective from February 9, 2026, and will continue until the ensuing Annual General Meeting. Neither director is related to existing key management personnel or senior management.

Operational Status and Future Outlook

The company has not been engaged in manufacturing activities since the closure of its plant in 1995. Despite the challenging financial position, the management continues to prepare accounts on a going concern basis while exploring business revival opportunities and fresh business ventures.

The paid-up equity share capital remains unchanged at Rs 215.72 lakhs with a face value of Rs 10.00 per share. The company's reserves excluding revaluation reserves stood at negative Rs 698.37 lakhs as of March 31, 2025.