NCLT Approves Scheme of Amalgamation for Gloster Group Entities

NCLT Approves Scheme of Amalgamation for Gloster Group Entities

NCLT Approves Scheme of Amalgamation for Gloster Group Entities​

Gloster Limited successfully advanced its plans for an amalgamation of its wholly-owned subsidiaries, Gloster Lifestyle Limited and Gloster Specialities Limited. The National Company Law Tribunal (NCLT) issued an order on May 22, 2026, allowing the first motion application related to the Scheme of Amalgamation, and crucially, dispensing with the requirement of convening Equity Shareholder meetings for the involved companies.

The Scheme of Amalgamation involves Gloster Lifestyle Limited and Gloster Specialities Limited being merged into the Transferee Company, Gloster Limited. This consolidation aims to improve the efficient utilization of capital and assets, thereby strengthening the foundation for future growth within the group.

Participating Entities and Financial Details​

The amalgamation involves three companies, with Gloster Limited serving as the Transferee Company and the other two acting as the Transferor Companies. The financial details for the respective entities, based on the period ended March 31, 2025, are as follows:

Company NameRolePaid-up Share Capital (as on March 31, 2025)Turnover (standalone) (for year ended March 31, 2025)
Gloster LimitedTransferee CompanyRs. 10,94.32,600/-Rs. 62.668.27/- lakhs
Gloster Lifestyle LimitedTransferor CompanyRs. 4,00,000/-NIL
Gloster Specialities LimitedTransferor CompanyRs. 4,00,000/-NIL

Key Details of the Scheme​

The rationale provided for the proposed amalgamation highlights that since all three companies belong to the same group, the merger is expected to enhance overall efficiency and create greater value for the shareholders. The primary areas of business for the entities are:

  • Gloster Limited: Manufacturing and export of Jute and allied products.
  • Gloster Lifestyle Limited: Manufacturing and export of Jute and allied products.
  • Gloster Specialities Limited: Manufacture of all kind of Fibres and production of goods therefrom.

The transaction details confirm that the Transferor Companies are wholly-owned subsidiaries of Gloster Limited. As a result, upon the Scheme becoming effective, no shares of the Transferee Company shall be allotted in lieu of or in exchange of its holding in the Transferor Companies. Furthermore, the proposed amalgamation will not result in any change in the shareholding pattern of the listed entity.

The NCLT's order confirmed the dispensation of shareholder meetings, allowing the Scheme of Amalgamation to proceed based on the consent given through affidavits by all Equity Shareholders of the Applicant Companies.

GLOSTERLTD Stock Price Movement​

Today, Gloster Limited shares edged higher to close at ₹635.8, marking a gain of 0.30% for the day. The stock maintained a trading range between ₹634.55 and ₹645, settling on a total volume of 2,392 shares.
 

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