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 a meeting of the Board of Directors on November 8, 2025, which began at 2:11 PM IST and concluded at 7:50 PM IST. The amalgamation is subject to necessary regulatory approvals and is governed under sections 230 to 232 of the Companies Act, 2013. The appointed date for the scheme is set for April 1, 2025, which will see the transfer of all assets and liabilities of Global CNC to Windsor Machines at their carrying values.
The financial outlines of the two companies reveal significant differences in scale. As of March 31, 2025, Global CNC reported a paid-up capital of Rs. 10 lakhs, a net worth of Rs. 3,435.18 lakhs, and total income of Rs. 18,332.32 lakhs. In contrast, Windsor Machines had a paid-up capital of Rs. 1,689.57 lakhs, a net worth of Rs. 71,789.87 lakhs, and a total income of Rs. 32,895.27 lakhs. Since Global CNC is a subsidiary, the transaction is considered a related party transaction; however, it is deemed compliant with the regulations outlined in Section 188 of the Companies Act, 2013.
The rationale behind this amalgamation is to leverage the combined resources of both companies to enhance market share, operational efficiency, and financial consolidation. The merger is expected to optimize borrowing costs, streamline administrative processes, and mitigate competition, positioning the newly formed entity to capitalize on future opportunities. Importantly, no equity shares will be issued in exchange for the shares held by Windsor Machines in Global CNC, which will be canceled upon the scheme's effectiveness, ensuring there is no alteration in the equity shareholding pattern of Windsor Machines post-amalgamation.