Windsor Machines Limited has received regulatory approval for a significant corporate restructuring initiative, with the National Company Law Tribunal sanctioning its amalgamation scheme with a wholly owned subsidiary.

NCLT Sanctions Amalgamation Scheme

The National Company Law Tribunal (NCLT), Ahmedabad Bench, pronounced its order on March 19, 2026, sanctioning the Scheme of Amalgamation between Global CNC Private Limited and Windsor Machines Limited. The scheme involves the merger of Global CNC Private Limited, a wholly owned subsidiary of Windsor Machines Limited, with the parent company.

Regulatory Framework and Process

The amalgamation scheme has been structured under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder. The scheme encompasses the respective shareholders and creditors of both companies, ensuring comprehensive coverage of all stakeholders in the merger process.

The NCLT order has been uploaded on the tribunal's official website and is accessible through the provided link in the company's regulatory filing. This transparency measure allows stakeholders to review the detailed terms and conditions of the approved amalgamation scheme.

Implementation Timeline

While the NCLT has granted its sanction, the scheme's effectiveness remains contingent upon completing the final regulatory step. The company has indicated that it is currently awaiting the certified copy of the NCLT order. The amalgamation will become legally effective only upon filing this certified copy with the Registrar of Companies.

Corporate Structure Impact

The successful completion of this amalgamation will result in the consolidation of Global CNC Private Limited's operations, assets, and liabilities into Windsor Machines Limited. As a wholly owned subsidiary merger, this transaction represents an internal restructuring initiative aimed at streamlining the corporate structure and operational efficiency.

The company has fulfilled its disclosure obligations under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, by promptly informing both BSE Limited and National Stock Exchange of India Limited about this significant corporate development.

Windsor Machines Limited has successfully obtained shareholder approval for the sale of its industrial property in Ahmedabad through a postal ballot process. The company announced the voting results on March 16, 2026, following the completion of the e-voting period.

Property Sale Approval

Shareholders overwhelmingly approved the special resolution for the sale, transfer, or disposal of the company's immovable properties located at Plots No. 5402-5405, Phase IV, GIDC Vatva, Ahmedabad-382445. The property includes industrial plots along with factory building construction and fixed assets attached to the construction.

Voting Results and Participation

The postal ballot process demonstrated strong shareholder support across all categories. A total of 47 members participated in the voting process, representing 48,072,058 shares out of the total 87,084,521 shares, achieving a participation rate of 55.20%.

E-Voting Process Details

The company conducted the postal ballot exclusively through electronic voting, in compliance with regulatory requirements. The Board of Directors approved the postal ballot proposal on February 07, 2026, with the record date set as February 06, 2026.

The company engaged Central Depository Services (India) Limited (CDSL) to provide the remote e-voting facility and appointed Ms. Rama Subramanian, Company Secretary in Practice (ACS-15923 and CP No: 10964), as the scrutinizer to ensure a fair and transparent voting process.

Regulatory Compliance

The postal ballot was conducted in accordance with Section 110 of the Companies Act, 2013, and Regulation 44 of the SEBI Listing Regulations, 2015. The company sent the postal ballot notice electronically to all eligible shareholders through its registrar and transfer agent, MUFG Intime India Private Limited.

The scrutinizer's report dated March 14, 2026, confirmed that the special resolution was passed with the requisite majority. The voting results and scrutinizer's report have been made available on the company's website at www.windsormachines.com for shareholder reference.