Windsor Machines proposes Rs 188.125 crore warrant issue

Windsor Machines Limited proposed on November 6, 2026 to issue up to 62.5 lakh convertible warrants at Rs 301 each, for maximum cash consideration of Rs 188.125 crore. If all warrants are allotted and converted within 18 months, the two new non-promoter investors would hold a combined 5.70% on a fully diluted basis.

What is Windsor Machines proposing?

Windsor Machines is proposing a preferential allotment of up to 62.5 lakh fully convertible warrants through private placement, with each warrant carrying the right to convert into or be exchanged for one fully paid equity share. The equity share issued on conversion would have a face value of Rs 2, while the Rs 301 warrant price includes a premium of Rs 299 per warrant.

The board approved the proposal at its November 6, 2026 meeting, which commenced at 10:00 a.m. Indian Standard Time and concluded at 10:28 a.m. The maximum consideration of Rs 188.125 crore is based on 62.5 lakh warrants priced at Rs 301 each, and the issue remains subject to member, statutory and regulatory approvals.

The proposal is for warrants rather than an immediate equity-share allotment. Each warrant may be converted or exchanged at the investor's option within a maximum of 18 months from its allotment, so the stated fully diluted shareholding applies only if the complete warrant allocation is exercised.

Who will receive Windsor Machines warrants?

Windsor Machines plans to issue 50 lakh warrants to S Gupta Family Enterprises Private Limited and 12.5 lakh warrants to KITARA PIIN 2601. The company identifies both proposed allottees as non-promoters, with S Gupta Family Enterprises Private Limited receiving 80% of the proposed 62.5 lakh warrants and KITARA PIIN 2601 receiving 20%.

S Gupta Family Enterprises Private Limited is the larger proposed subscriber, with maximum consideration of Rs 150.5 crore, compared with Rs 37.625 crore for KITARA PIIN 2601. Its proposed 50 lakh warrant allocation is four times the 12.5 lakh warrants earmarked for KITARA PIIN 2601.

Neither proposed allottee held shares before the preferential issue, according to the pre-issue disclosure. The two entities would therefore enter Windsor Machines' shareholding structure only if the warrants are allotted and subsequently converted into equity shares within the specified 18-month period.

How will Windsor Machines collect the warrant money?

Windsor Machines requires warrant holders to pay 25% of the Rs 301 issue price at subscription and allotment, with the remaining 75% payable when they exercise their warrants. The initial payment per warrant is Rs 75.25 and the conversion-stage payment is Rs 225.75.

The payment terms mean the maximum Rs 188.125 crore consideration depends on full exercise of all 62.5 lakh warrants. At the allotment stage, investors would pay the 25% upfront component, while the remaining 75% becomes due only if they choose to obtain the corresponding equity shares.

Warrant holders have up to 18 months from allotment to convert their instruments into an equivalent number of equity shares. Any warrants that remain unconverted at the end of that period will lapse, and the upfront consideration paid on those warrants will be forfeited.

Windsor Machines said it would inform the stock exchanges when warrants are converted or lapse. The November 6 filing describes the consideration as cash and sets out the warrant mechanism, but it does not specify a use of proceeds for the maximum Rs 188.125 crore proposal.

What ownership could the investors gain in Windsor Machines?

Windsor Machines disclosed that S Gupta Family Enterprises Private Limited would hold 4.56% after the preferential issue on a fully diluted basis, while KITARA PIIN 2601 would hold 1.14%. Their combined indicated holding would therefore be 5.70% if all 62.5 lakh proposed warrants convert into shares.

The filing states that the post-preferential shareholding figures are calculated on a fully diluted basis, assuming full conversion of the proposed outstanding warrants. The 5.70% combined figure is consequently not a current holding and would not result from warrant allotment alone.

The prospective ownership split follows the allocation split between the two investors. S Gupta Family Enterprises Private Limited's potential 4.56% holding is four times KITARA PIIN 2601's 1.14%, matching their respective allocations of 50 lakh and 12.5 lakh warrants.

When will Windsor Machines shareholders vote on the proposal?

Windsor Machines has convened an Extraordinary General Meeting, or EGM, on December 5, 2026 at 11:00 a.m. Indian Standard Time to seek members' approval for the preferential warrant issue. The EGM will be conducted through video conferencing or other audio-visual means.

The proposal is structured under Sections 42 and 62(1)(c) of the Companies Act, 2013, the related rules and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Windsor Machines also appointed Rama Subramanian, a practising company secretary, as scrutinizer for the EGM e-voting process.

The company said the EGM notice would be separately filed with stock exchanges and sent to members. It also said the notice would be placed on its website and the websites of BSE Limited and the National Stock Exchange of India Limited in due course, ahead of the December 5 vote.

Conclusion

The November 6 proposal would enable Windsor Machines to seek up to Rs 188.125 crore through 62.5 lakh warrants at Rs 301 each, rather than through an immediate equity-share issue. The two non-promoter investors have no disclosed pre-issue holding, but could collectively own 5.70% on a fully diluted basis after full conversion.

The next disclosed event is the December 5, 2026 EGM at 11:00 a.m., when members will consider the preferential allotment. If the required approvals are obtained, the matters to watch are the warrant allotment and whether holders exercise their conversion rights within the 18-month period or allow unconverted warrants to lapse.