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Windsor Machines Limited — M&A Activity 2025
Nov 8, 2025
59254_rns_2025-11-08_7dd1686e-ddf5-4c8c-a97a-5a3c02259cf6.pdf
M&A Activity
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WINDSOR MACHINES LIMITED
Corporate Identification Number: L99999GJ1963PLC168458
Registered Office Address: Floor 3 & 4, Corporate House No. 06, Block B, Magnet Corporate Park, OFF. S G Highway, Thaltej, Ahmedabad-380054, Gujarat, Website : www.windsormachines.com Email ID : [email protected], Contact Number: +91 79 69360300/01/02/03/04/05
November 08, 2025
To, BSE Limited. National Stock Exchange of India Limited. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/ 1, G Block, Dalal Street, Fort, Bandra- Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai - 400 051 Scrip Code : 522029 Trading Symbol: WINDMACHIN
Subject: Disclosure of Share Purchase Agreement for acquisition of 100% equity share capital of Unitech Workholding Systems Private Limited.
Reference: Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, [“SEBI Listing Regulations, 2015”].
Dear Sir/Madam,
With reference to the captioned subject and Regulation 30 of SEBI Listing Regulations, 2015, this is to inform you that the Company has entered into a Share Purchase Agreement for acquisition of 100% equity share capital of Unitech Workholding Systems Private Limited.
The relevant details required under Regulation 30 of SEBI Listing Regulation read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are enclosed as “ Annexure-I ”.
Kindly take the above information on your record.
For Windsor Machines Limited
ROHIT Digitally signed by ROHIT DINESHBHAI SOJITRA DINESHBHAI Date: 2025.11.08 20:56:33 SOJITRA +05'30' Rohit Sojitra
Company Secretary and Compliance Officer
Encl: a/a
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WINDSOR MACHINES LIMITED
Corporate Identification Number: L99999GJ1963PLC168458
Registered Office Address: Floor 3 & 4, Corporate House No. 06, Block B, Magnet Corporate Park, OFF. S G Highway, Thaltej, Ahmedabad-380054, Gujarat, Website : www.windsormachines.com
Email ID : [email protected], Contact Number: +91 79 69360300/01/02/03/04/05
Annexure-I
The relevant details required under Regulation 30 of SEBI LODR Regulation read with SEBI Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are as below:
| Sr. No. |
Particulars | Details |
|---|---|---|
| 1 | Name of the target entity, details in brief such as size, turnover etc. |
Unitech Workholding Systems Private Limited (“Unitech”) The Net worth and Turnover of Unitech as on 31st March 2025 are Rs. 3.55 Crore & Rs. 15.20 Crore respectively. |
| 2 | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”; |
Acquisition does not fall within the purview of related party transactions. The promoter/ promoter group of the Company have no interest in Unitech. |
| 3 | Industry to which the entity being acquired belongs; |
Unitech is engaged in business of Manufacturing & Supply of Modular clamping element, Dyes and Tools, Fixtures, Hydraulics clamping elements, Standard CNC-VMC Machines and other related machines. |
| 4 | Objects and impact of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
Since Unitech is engaged in the business of Manufacturing Machines, Hydraulic Fixture, Mechanical Fixtures, Pneumatic fixtures etc. used in manufacturing of various auto and other industry, the objective of acquiring Unitech is to provide Tooled Solutions with machines as package with Fixtures and Tooling. It will help for increasing market presence and share. |
| 5 | Brief details of any governmental or regulatory approvals required for the acquisition; |
The proposed acquisition requires approval of the shareholders of the Company as well as the stock exchange, in accordance with the applicable provisions of the Companies Act,2013 and the SEBI |
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WINDSOR MACHINES LIMITED
Corporate Identification Number: L99999GJ1963PLC168458
Registered Office Address: Floor 3 & 4, Corporate House No. 06, Block B, Magnet Corporate Park, OFF. S G Highway, Thaltej, Ahmedabad-380054, Gujarat, Website : www.windsormachines.com
Email ID : [email protected], Contact Number: +91 79 69360300/01/02/03/04/05
| Regulations along with any other approvals as may be prescribed under applicable laws. |
||||
|---|---|---|---|---|
| 6 | Indicative time period for completion of the acquisition |
Tentative time period for completion of the acquisition is 6 months |
||
| 7 | Consideration - whether cash consideration or share swap or any other form and details of the same; |
Aggregate Consideration Rs. 42.00 Crores shall be payable by the Company : a. Cash Consideration of Rs. 17,00,00,248/- and b. Balance of Rs. 24,99,99,752/- Non- Cash consideration by way of Shares swap through issuance of fully paid up 7,37,680 equity shares of the company on preferential basis, in accordance with Chapter V of the SEBI ICDR Regulations and the Companies Act, 2013 and other applicable laws and subject to approval of the shareholders of the Company at Rs. 338.90 each share under Share Purchase Agreement for equity shares of Unitech. |
||
| 8 | Cost of acquisition and/or the price at which the shares are acquired; |
Cost of Acquisition – Rs. 42,00,00,000/- (Rupee Forty Two Crore) for 100 % equity shares of Unitech based on Valuation report. |
||
| 9 | Percentage of shareholding / control acquired and / or number of shares acquired; |
The Company will acquire 5,00,000 equity shares consisting 100% equity share capital of Unitech Workholding Systems Private Limited |
||
| 10 | Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief); |
Brief background and Line of business: Unitech is a private company limited incorporated on November 05, 2020 under the provisions of the Companies Act, 2013, with CIN U29308GJ2020PTC116223 and having its registered office at S. No 146 Khirsara Lodhika Road, Rajkot, Balsar, Gujarat, India, 360021 and engaged in business of Manufacturing & Supply of Modular clamping element, Dyes and Tools, Fixtures, Hydraulics clamping elements, |
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WINDSOR MACHINES LIMITED
Corporate Identification Number: L99999GJ1963PLC168458 Registered Office Address: Floor 3 & 4, Corporate House No. 06, Block B, Magnet Corporate Park, OFF. S G Highway, Thaltej, Ahmedabad-380054, Gujarat, Website : www.windsormachines.com
Email ID : [email protected], Contact Number: +91 79 69360300/01/02/03/04/05
| ite: www.windsormachines.com umber:+91 79 69360300/01/02/03/04/05 |
ite: www.windsormachines.com umber:+91 79 69360300/01/02/03/04/05 |
|---|---|
| Standard CNC-VMC Machines and | |
| other related machines. | |
| Presence and incorporation: in India | |
| Total Revenue the financial year |
|
| Rs. in Lakhs ended |
|
| Rs. 1,520.19 March 31,2025 |
|
| Rs. 1,177.15 March 31,2024 |
|
| Rs. 8,76.93 March 31,2023 |
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