Windsor Machines Limited has informed the Exchange about 'Pronouncement of Order by National Company Law Tribunal, Ahmedabad Bench ( NCLT ) regarding the Scheme of Amalgamation between Global CNC Private Limited, a wholly owned subsidiary of Windsor Machines Limited, with Windsor Machines Limited and their respective Shareholders and Creditors.'
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Windsor Machines Limited has received approval from the NCLT Ahmedabad Bench for the merger of its wholly owned subsidiary Global CNC Private Limited into itself. The scheme has an appointed date of April 1, 2025 and will become legally effective once the certified NCLT order is filed with the Registrar of Companies. Since Global CNC is a 100% wholly owned subsidiary, no shares or cash consideration will be exchanged — Global CNC will simply be dissolved and absorbed into Windsor Machines. Global CNC, which manufactures CNC and vertical machining tools, reported FY25 revenue of around Rs.183 crore and profit before tax of about Rs.21 crore, which will now consolidate into Windsor's books. The Income Tax department raised concerns about potential misuse of Windsor's carried-forward capital losses (around Rs.61 crore) but did not succeed in blocking the scheme.
This is a pure internal restructuring — shareholders do not need to take any action and there is no dilution, share issuance, or open offer triggered. Once effective, Windsor's consolidated revenue and profits will inch up due to full ownership of Global CNC's earnings, and the group structure becomes simpler with reduced compliance costs. Investors should note the Income Tax department's flag on potential tax-motivated loss utilization, which could lead to future scrutiny.