Windsor Machines Approves Amalgamation with Global CNC
Filing Summary
Windsor Machines Limited’s Board of Directors has approved a Scheme of Amalgamation with its wholly-owned subsidiary, Global CNC Private Limited. The scheme, subject to necessary approvals, will transfer all assets and liabilities of Global CNC to Windsor Machines at their carrying values. The appointed date for the amalgamation is April 1, 2025. No new shares will be issued as Windsor Machines already holds the entire share capital of Global CNC. The amalgamation aims to streamline operations and consolidate resources, enhancing operational efficiency and market presence.
Windsor Machines Limited has announced the approval of a Scheme of Amalgamation with its wholly-owned subsidiary, Global CNC Private Limited. The decision was made during the Board of Directors meeting on November 8, 2025. The scheme is subject to requisite approvals and is intended to integrate the operations of both entities under sections 230 to 232 of the Companies Act, 2013. The appointed date for the scheme is set for April 1, 2025.
The financial details of the entities involved in the amalgamation are as follows: Global CNC Private Limited, the Transferor Company, has a paid-up capital of Rs. 10 Lakhs, a net worth of Rs. 3,435 Lakhs, and a total income of Rs. 18,332 Lakhs as of March 31, 2025. Windsor Machines Limited, the Transferee Company, has a paid-up capital of Rs. 1,690 Lakhs, a net worth of Rs. 71,790 Lakhs, and a total income of Rs. 32,895 Lakhs for the same period. The entire share capital of Global CNC is held by Windsor Machines, and no new equity shares will be issued as part of the amalgamation process.
The scope of the amalgamation includes the transfer of all assets and liabilities of Global CNC to Windsor Machines at their carrying values. The scheme will not result in any change in the equity shareholding pattern of Windsor Machines, as no additional shares will be issued. The amalgamation is structured to cancel the equity shares held by Windsor Machines in Global CNC on the effective date without any further action required.
The amalgamation is classified as a related party transaction since Global CNC is a wholly-owned subsidiary of Windsor Machines. However, it is exempt from compliance with Section 188 of the Companies Act, 2013, and related party transaction provisions under Regulation 23(5)(b) of the SEBI Listing Regulations. The scheme is also exempt from the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD-/P/CIR/2023/93 dated June 20, 2023.
The amalgamation process is expected to streamline operations by consolidating resources, including market share, scale, and combined net worth. It aims to optimize borrowing costs and administrative compliance, leveraging the combined employee base, reserves, and investments of both entities. The integration is designed to enhance operational efficiency and market presence through the consolidation of operations and resources.
Windsor Machines Limited specializes in manufacturing plastic-processing machinery, including injection moulding machines, pipe extrusion lines, and blown film lines. The company operates both domestically and internationally, focusing on expanding its market presence and enhancing operational efficiency through strategic initiatives such as this amalgamation.