Windsor Machines promoter Ramesh Siyani raises stake to 8.54% via warrant conversion

What Windsor Machines announced

Windsor Machines Ltd filed a disclosure under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 on 30 June 2026. The filing records that promoter Ramesh Keshubhai Siyani, together with Plutus Investments and Holding Private Limited (acting in concert), converted a large block of warrants into equity shares. The conversion raised the promoter’s direct shareholding to 86,92,405 shares, equivalent to 8.54 % of the total share capital and 34.41 % of the diluted share capital of the company.

"Enclosed is the disclosure in terms of Regulation 29(2) … with respect to acquisition of equity shares of Windsor Machines Limited pursuant to conversion of warrants."

The disclosure was sent to both the National Stock Exchange of India Limited (NSE) and BSE, and a copy was also circulated to the company secretary.

Conversion of warrants – timeline and numbers

The warrant conversion took place over a two‑week window, from 11 June 2026 to 24 June 2026. During this period, the acquirer (Ramesh Siyani) exercised 34,80,000 warrants, each converting into one equity share of face value Rs 2. No warrants were converted by the PAC (Plutus Investments). The conversion was an off‑market, inter‑company transaction – not a public issue or rights issue – and therefore did not involve any fresh capital inflow to the company.

Before the conversion, the promoter’s shareholding stood at 52,12,405 shares, representing 5.12 % of total share capital and 34.41 % of diluted capital. After the conversion, the holding increased to 86,92,405 shares, raising the percentage of total share capital to 8.54 % while the diluted‑capital percentage remained unchanged at 34.41 %. The PAC’s shareholding stayed constant at 3,50,02,247 shares, which is 33.83 % of diluted capital.

Post‑acquisition shareholding and capital structure

The conversion also altered Windsor Machines’ capital structure. Prior to the acquisition, the equity share capital was Rs 17,56,44,402 comprising 8,78,22,201 shares of Rs 2 each. After the warrant conversion, the equity share capital rose to Rs 20,34,54,024, representing 10,17,27,012 shares. The total diluted share capital – which includes potential conversion of any outstanding convertible instruments – increased to Rs 20,69,18,834, equivalent to 10,34,59,417 shares.

These figures indicate that the warrant conversion added 2,39,04,811 shares to the equity base, a roughly 27 % increase in the number of issued shares. The promoter’s absolute share count grew by 34,80,000 shares, but his proportional stake rose modestly because the overall share pool expanded concurrently.

Key facts at a glance

Why this matters for investors

The filing signals a substantial acquisition by a promoter group, which is required to be disclosed under SEBI rules because it can affect control dynamics. Although the promoter’s percentage of total equity rose only to 8.54 %, his share of the diluted capital remains at 34.41 %, indicating a strong voting position relative to other shareholders once all convertible instruments are considered.

The increase in share capital dilutes existing shareholders, but the dilution is offset by the fact that the new shares were issued through conversion of existing warrants rather than a fresh cash infusion. Consequently, there is no immediate change in the company’s cash position or debt profile.

For investors, the key considerations are:

• Control: The promoter’s voting power in a diluted context stays above one‑third, which can be material in matters requiring a special resolution.
• Capital structure: The rise in equity capital improves the company’s balance‑sheet robustness but also reduces earnings per share unless earnings grow proportionately.
• Regulatory compliance: The prompt filing under Regulation 29(2) demonstrates adherence to SEBI’s takeover code, reducing regulatory risk.

Conclusion

Windsor Machines Ltd disclosed that promoter Ramesh Keshubhai Siyani, together with PAC Plutus Investments, converted 34.8 lakh warrants into equity between 11 June and 24 June 2026. The conversion increased the promoter’s holding to 86.92 lakh shares, representing 8.54 % of total share capital and 34.41 % of diluted capital. The company’s equity share capital rose to Rs 20.34 billion, and total diluted capital to Rs 20.69 billion. The filing satisfies SEBI’s substantial acquisition disclosure requirements, and investors now have a clearer view of the promoter’s voting strength and the post‑conversion capital structure.