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DCW Ltd. M&A Activity 2025
63614_rns_2025-10-13_40cfb39e-edc7-4ad0-90bc-560955752239.pdf
M&A Activity
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October 13, 2025
| To, | |
|---|---|
| National Stock Exchange oflndia Ltd. | BSE Limited |
| Exchange Plaza Bldg. | Department of Corporate Services, |
| 5th Floor, Plot No.C-1 | 1st floor, New Trading Ring |
| 'G' Block, Near Wockhardt, | Rotunda Building, |
| Bandra Kurla Complex | Phiroze Jeejeebhoy Towers, |
| Mumbai 400 051.Dalal Street, Mumbai - 400 001. | |
| Symbol: DCW | Scrip Code: 500117 |
Dear Sir(s)/Madam,
Subject: Notices of the Meetings of the Eguit:y Shareholdersi Secured Creditorsi and Unsecured Creditors of DCW Limited to be convened as Qer directions of Hon 'ble National Com(!an:y Law Tribunali Ahmedabad Bench (''NCL T"} In the matter of Scheme of Amalgamation of Dhrangadhara Trading Com(!any Private Limited ("Transferor ComQan:y 1" or "DTCPL" or "First AQQlicant ComQanv"}i Sahu Brothers Private Limited ("Transferor Com(!an:y 2" or "SBPL" "Second AQQiicant ComQan:y")i with and into DCW Limited ("Transferee Com(!an:y" or "DCW" or "Third AQQlicant ComQan:y"} and their res(!ective shareholders under Sections 230-232 read with Section 66 of the Com(!anies Acti 2013 and other aQQlicable Qrovisionsi if an:yi of the Com(!anies Acti 2013 ("Scheme")
Reference: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and DisclOS°ure Reguirements) Regulationsi 2015 ("SEBI Listing Regulations")
We are enclosing herewith the copies of the notices convening the meetings of the Equity Shareholders, Secured Creditors, and Unsecured Creditors of the Company. These notices include, inter alia, a copy of the proposed Scheme of Amalgamation, the accompanying explanatory statement, and relevant annexures, as required under Section 230(3) of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Anangements and Amalgamations) Rules, 2016.
The notices are being circulated pursuant to the directions issued by the Hon'ble National Company Law Tribunal, Ahmedabad bench vide its order dated September 26, 2025, for the purpose of considering and, if deemed appropriate, approving the proposed Scheme, with or without modification(s), under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013.
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DCW LIMITED , '--;
HEAD OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021. TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT ST.A.TE) Email: [email protected], Website: www.dcwltd.com, CIN-L24110GJHl39PLC000748
Brief details of the meetings are given as under:
| Particulars | Equity Shareholders | I Secured Creditors | I Unsecured Creditors | |
|---|---|---|---|---|
| Day of the meeting | Saturday | |||
| Date of the meeting | November 15, 2025 | |||
| Time of the meeting | 12:00 Noon | I 02:30 P.M. | I 03:30 P.M. | |
| Mode of the meeting | As per the Directions of the Hon 'ble National Company Law Tribunal, | |||
| Ahmedabad Bench, the Meeting shall be conducted through Video conference | ||||
| (VC) and/or other audio and visual means (OAVM) | ||||
| Cut-off Date for E- | Saturday, November 8, I Monday, | June | 30, I Monday, June 30, 2025 | |
| Voting | 2025 | 2025 | ||
| RemoteE-Voting | Wednesday, November 12, 2025, 10:00 AM | |||
| start date and time | ||||
| Remote E-Voting end | Friday, November 14, 2025, 5:00 PM | |||
| date and time |
The copies of the Notices of the Meetings of the Equity Shareholders, Secured Creditors, and Unsecured Creditors are also available on the websites of the Company at https://dcwltd.com and being made available at website of National Securities Depository Limited at www.evoting.nsdl.com
The Notices of the said Meetings are being dispatched in accordance with the modes specified in the Hon'ble NCLT's Order dated September 26, 2025. Further, a letter (as per specimen attached herewith) containing the day, date, time, and other requisite particulars for participating in the Meetings via VC / OA VM, along with the web link (including the precise navigation path) for accessing the complete set of Notices and accompanying documents, as well as a QR Code facilitating direct access, has been issued to those Equity Shareholders and Unsecured Creditors whose email addresses are not available in the records of the Company.
We request you to kindly take the above on record.
Thanking You,
Yours faithfully,
For DCW Limited
DILIP VISHNUBHA I DARJI Digitally signed by DILIP VISHNUBHAI DARJI Date: 2025.10.13 23:28:55 +05'30'
Dilip Darji Sr. General Manager (Legal) & Company Secretary Membership No. ACS-22527
Encl: as above DCW LIMITED
HE.A.D OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021 TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE: DHRANGADHRA - 363 315 (GUJRAT ST.A.TE) Email: [email protected], Website: www.dcwltd.com, CIN-L2411 0GJ1!-l39PLC000748
DCW LIMITED
CIN:L24110GJ1939PLC000748 Regd. Office: Dhrangadhra - 363 315, Gujarat State Head Office: 3"' Floor, Nirmal, Nariman Point, Mumbai - 400 021. Tel: 022-49573000, 022-49573001 Website: www.dcwltd.com E-Mail: [email protected]
To The Equity Shareholders DCWLimited Dear Sir/ Madam,
Subject: Letter regarding Notice for convening the meeting of the Equity Shareholders of DCW Limited pursuant to the Order passed by the National Company Law Tribunal, Ahmadabad Bench.
You are hereby informed that by an Order dated 26th September 2025, for the above mentioned Company Application (collectively referred as the "Order"), the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT"), has directed that a meeting of the Equity Shareholders of the Third Applicant Company be convened for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL" or "First Applicant Company"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL" "Second Applicant Company"), with and into DCW Limited ("Transferee Company" or "DCW" or "Third Applicant Company") ("Scheme"), pursuant to the provisions of sections 230- 232 read with Section 66 of the Companies Act, 2013 ("Act") and the Companies (Companies, Arrangement and Amalgamation) Rules, 2016 ("Amalgamation Rules"), the National Company Law Tribunal Rules, 2016 and other applicable provisions of the Act, if any, read with Section 2(1B), Section 72A, Section 47 and/or other applicable provisions of the Income Tax Act, as applicable and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Master Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/93, dated 20th June, 2023 and/or any other circulars issued by SEBI applicable to schemes of amalgamation from time to time and various other matters consequential or integrally connected therewith under applicable laws, in connection with the proposed Scheme.
The Board of Directors of the Company at their meeting held on 13th February, 2025, have approved the Scheme, subject to the approval of requisite majority of shareholders of the Company as may be required, and subject to the sanction of the Hon'ble NCLT and such other authorities as may be necessary.
In pursuance of the Order of the NCLT and as directed therein further, it is hereby informed that a meeting of the Equity Shareholders of the Third Applicant Company will be held on Saturday, 15th November, 2025 at 12:00 PM (1ST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") ("Meeting") in compliance with the applicable provisions of the Act and General Circulars No. 14/2020 dated 8th April, 2020, No. 20/2020 dated 5th May, 2020 and all subsequent circulars in this regard, the last being No. 03/2025 dated 22"' September, 2025 issued by the Ministry of Corporate Affairs, Government of India, read with Circular No. SEBI/HO/CFD/CMDl/CIR/P/2020/79 dated 12'" May, 2020 and No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3"' October, 2024 issued by SEBI, the equity shareholders of the Company are requested to attend the Meeting.
The links to join the Meeting through VC/OAVM may be accessed through https://www.evotingindia.com or https://www.evoting.nsdl.com/ Further, you may also refer the detailed instructions for joining the Meeting and manner of casting vote through remote e-voting ore-voting during the Meeting as given in the notes to the Notice of the Meeting.
The notice of the Meeting along with its Explanatory Statement and all relevant annexures thereto are available on the website of the Company at www.dcwltd.com and weblink to access the same is https://dcwltd.com/wp-content/uploads/2025/10/Eguity-Shareholder-Meeting-Notice-15-Nov-2025.pdf The aforesaid notice of the Meeting is also available on the website of the BSE Limited at https://www.bseindia.com and National Stock Exchange of India Limited at https://www.nseindia.com . The complete notice along with its explanatory statement and annexures can also be accessed through the QR Code given below:
If you have any queries or issues regarding attending Meeting and e-voting from the NSDL e-voting system, you can write an email at [email protected] or call at 022 - 4886 7000. You may also contact the Company Secretary of the Company at 022 4957 3000, 4957 3001 or email at [email protected]
Procedure for registration of email IDs for equity shareholders whose email IDs are not registered:
(a) For equity shareholders holding shares in physical mode: Please provide necessary details in prescribed Form ISR-1 pursuant to SEBI Circular No. SEBI/HO/M I RSD/POD-1/P/CIR/2024/37 dated 7'" May, 2024 to Company's RTA (M/s. Bigshare Services Private Limited at Office No. 56-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai- 400 093; Phone Nos. 022-62636 8200 and Email: [email protected]) through modes as permitted in the said Circular. Equity Shareholders may access the said Form available on the website of the Company at https://dcwltd.com/investors/.
(b) For equity shareholders holding shares in Demat mode: Please contact your respective Depository Participant (DP).
Further, as directed in the Order, the advertisements of the Notice of the Meeting containing the day, date, time and the process/links to join the Meeting as mentioned above are also being published in the Newspapers "Indian Express" (National Edition) in English language and "Financial Express" in the Gujarati language. Copies of the aforesaid advertisements would also be available on website of the company at www.dcwltd.com . Further, copies of the aforesaid advertisements may also be available on the aforesaid websites of the BSE Ltd. and National Stock Exchange of India Ltd. Copy of the aforesaid notice of the Meeting along with its Explanatory Statement and all relevant annexures thereto (including Scheme) shall be available and provided free of charge at the Registered Office of the Company to eligible persons on working days (except Saturday, Sunday and Public Holidays) between 2.00 P.M. to4.00 P.M., upto one daypriortothedateof aforesaid meeting.
Dated: 13'" October, 2025
Place: Mumbai
DCW LIMITED
CIN:L24110GJ1939PLC000748 Regd. Office: Dhrangadhra - 363 315, Gujarat State Head Office: 3"' Floor, Nirmal, Nariman Point, Mumbai - 400 021. Tel: 022-49573000, 022-49573001 Website: www.dcwltd.com E-Mail: [email protected]
To The Unsecured Creditor DCWLimited
Dear Sir/ Madam,
Subject: Letter regarding notice for convening the meeting of the Unsecured Creditors of DCW Limited pursuant to the Order passed by the National Company Law Tribunal, Ahmadabad Bench.
You are hereby informed that by an Order dated 26th September 2025, for the abovementioned Company Application (collectively referred as the "Order"), the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT"), has directed that a meeting of the Unsecured Creditors of the Third Applicant Company be convened for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Amalgamation of Dhrangadhara Trading Company Private Limited ("Transferor Company 1" or "DTCPL'' or "First Applicant Company"), Sahu Brothers Private Limited ("Transferor Company 2" or "SBPL'' "Second Applicant Company"), with and into DCW Limited ("Transferee Company" or "DCW" or "Third Applicant Company") ("Scheme"), pursuant to the provisions of sections 230- 232 read with Section 66 of the Companies Act, 2013 ("Act") and the Companies (Companies, Arrangement and Amalgamation) Rules, 2016 ("Amalgamation Rules"), the National Company Law Tribunal Rules, 2016 and other applicable provisions of the Act, if any, read with Section 2(1B), Section 72A, Section 47 and/or other applicable provisions of the Income Tax Act, as applicable and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Master Circular No. SEBI/HO/CFD/PoD-2/P/CI R/2023/93, dated 20th June, 2023 and/or any other circulars issued by SEBI applicable to schemes of amalgamation from time to time and various other matters consequential or integrally connected therewith under applicable laws, in connection with the proposed Scheme.
The Board of Directors of the Company at their meeting held on 13th February, 2025, have approved the Scheme, subject to the approval of requisite majority of creditors of the Company as may be required, and subject to the sanction of the Hon'ble NCLT and such other authorities as may be necessary.
In pursuance of the Order of the NCLT and as directed therein further, it is hereby informed that a meeting of the Unsecured Creditors of the Third Applicant Company will be held on Saturday, 15th November, 2025 at 3:30 PM (1ST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") ("Meeting") in compliance with the applicable provisions of the Act and General Circulars No.14/2020 dated 8th April, 2020, No. 20/2020 dated 5th May, 2020 and all subsequent circulars in this regard, the last being No. 03/2025 dated 22"' September, 2025 issued by the Ministry of Corporate Affairs, Government of India, read with Circular No. SEBI/HO/CFD/CM Dl/CIR/P/2020/79 dated 12th May, 2020 and No. SEBI/HO/ CFD/CFD-PoD-2/P/CI R/2024/133 dated 3'' October, 2024 issued by SEBI and the unsecured creditors of the Company are requested to attend the Meeting.
The links to join the Meeting through VC/OAVM may be accessed through https://www.evoting.nsdl.com . Further, you may also refer the detailed instructions for joining the Meeting and manner of casting vote through remote e-voting ore-voting during the Meeting as given in the notes to the Notice of the Meeting.
The notice of the Meeting along with its Explanatory Statement and all relevant annexures thereto are available on the website of the Company at www.dcwltd.com and weblink to access the same is https://dcwltd.com/wp-content/uploads/2025/10/Unsecured-Creditors-Meeting-Notice-15-Nov-2025.pdf. The aforesaid notice of the Meeting is also available on the website of the BSE Limited at https://www.bseindia.com and National Stock Exchange of India Limited at https://www.nseindia.com . The complete notice along with its explanatory statement and annexures can also be accessed through the QR Code given below:
If you have any queries or issues regarding attending Meeting and e-voting from the NSDL e-voting system, you can write an email at [email protected] or call at 022 - 4886 7000. You may also contact the Company Secretary of the Company at 022 49573000, 49573001 or email at [email protected]
Further, as directed in the Order, the advertisements of the Notice of the Meeting containing the day, date, time and the process/links to join the Meeting as mentioned above are also being published in the Newspapers "Indian Express" (National Edition) in English language and "Financial Express" in the Gujarati language. Copies of the aforesaid advertisements would also be available on website of the company at www.dcwltd.com . Further, copies of the aforesaid advertisements may also be available on the aforesaid websites of the BSE Ltd. and National Stock Exchange of India Ltd. Copy of the aforesaid notice of the Meeting along with its Explanatory Statement and all relevant annexures thereto (including Scheme) shall be available and provided free of charge at the Registered Office of the Company to eligible persons on working days (except Saturday, Sunday and Public Holidays) between 2.00 P.M. to 4.00 P.M., upto one day prior to the date of aforesaid meeting.
Dated: 13th October, 2025 Place: Mumbai