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Gloster Ltd M&A Activity 2026
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M&A Activity
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GLOSTER LIMITED
21, Strand Road, Kolkata-700 001 (India)
Phone: +91 (33) 2230-9601 (4 Lines), Fax: +91(33)2231 4222/2210 6167, E-mail: [email protected], Web: www.glosterjute.com
CIN: L17100W81923PLC004628
Date: 22nd May 2026
To
| The Secretary
National Stock Exchange of India Ltd
Exchange Plaza, C-1, Block-G
Bandra Kurla Complex, Bandra (E)
Mumbai - 400 051
Symbol - GLOSTERLTD | The Secretary
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai- 400001
Scrip Code – 542351 |
| --- | --- |
Sub: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) – Receipt of First Motion Order from Hon’ble National Company Law in the Scheme of Amalgamation of Gloster Lifestyle Limited and Gloster Specialities Limited with Gloster Limited and their respective shareholders and creditors
Dear Sir / Madam,
In continuation to our earlier intimation dated 12th November 2025 to the Stock Exchanges, in respect of the Scheme of Amalgamation of Gloster Lifestyle Limited (“Transferor Company No. 1/Applicant Company No. 1”) and Gloster Specialities Limited (“Transferor Company No. 2/ Applicant Company No. 2”), wholly-owned subsidiaries, with Gloster Limited (“Transferee Company/Non – Applicant Company”) and their respective shareholders and creditors, under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the law.
We are pleased to inform that the Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”) vide its order dated 22nd May, 2026 (“the Order”), allowed the First Motion Application filed in the relation to the Scheme. The Hon’ble NCLT vide the Order has dispensed with the requirement of convening the meetings of the Equity Shareholders of the Applicant Companies.
The details as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 for the above-mentioned scheme is enclosed herewith and marked as Annexure –A.
Copy of the NCLT order dated 22nd May 2026 is enclosed herewith as Annexure – B.
We request you to take the same on record and oblige.
Thanking You,
For Gloster Limited
Ayan Datta
Company Secretary and Compliance Officer
Encl: As above.
OVER 150 YEARS OF EXCELLENCE WITH THE GOLDEN FIBRE
152 YEARS OF EXCELLENCE WITH THE GOLDEN FIBRE
GLOSTER LIMITED
CIN: L17100WB1923PLC004628
Continuation Sheet
Annexure-A
Disclosure Required Under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
| Sl. No | Particulars | |||
|---|---|---|---|---|
| 1. | Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc. | Name of the entity | Paid-up share capital as on the year ended March 31, 2025 | Turnover (standalone) for the year ended March 31, 2025 |
| Gloster Limited (Transferee Company) | Rs. 10,94,32,600/- | Rs. 62,668.27/- lakhs | ||
| Gloster Lifestyle Limited (Transferor Company No. 1) | Rs. 4,00,000/- | NIL | ||
| Gloster Specialities Limited (Transferor Company No. 2) | Rs. 4,00,000/- | NIL | ||
| 2. | Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length” | The transferor companies are wholly-owned subsidiaries of the company and as such are related to each other. |
However, in accordance with the General Circular No. 30/2014 dated July 17, 2014, issued by The Ministry of Corporate Affairs, any transactions arising out of compromises, arrangements and amalgamations under specific provisions of the Companies Act, 2013, are not subject to the requirements of Section 188 of the Companies Act, 2013.
Furthermore, the Scheme involves amalgamation of wholly-owned subsidiaries with the holding company. Therefore, it is exempted as per Regulation 23(5)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the scheme is also exempt from the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. | | |
KOLKATA 700 001
Continuation Sheet
CIN: L17100WB1923PLC004628
| 3. | Area of business of the entity(ies) | Transferee Company-
Gloster Limited – Manufacturing and export of Jute and allied products
Transferor Companies:
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. |
| --- | --- | --- |
| 4. | Rationale for amalgamation/ merger | The Transferor Companies and the Transferee Company are companies within the same group of companies (“Group”). The proposed amalgamation will enable more efficient utilization of capital and assets, thereby strengthening the foundation for future growth. By combining their resources, the merged entity will be better positioned to enhance the overall efficiency and create greater value for shareholders. |
| 5. | In case of cash consideration - amount or otherwise share exchange ratio | The Transferor Companies are wholly-owned subsidiaries of the Transferee Company. 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 and accordingly the entire Issued, Subscribed and Paid-up Share Capital of the Transferor Companies shall stand cancelled and extinguished without any further application, act, or deed and in lieu thereof, no allotment of any shares of the Transferee Company shall be made to any person whatsoever. |
| 6. | Brief details of change in shareholding pattern (if any) of the listed entity | There will be no change in the shareholding pattern of the listed entity pursuant to this Scheme of Amalgamation. |
Thanking You,
For GLOSTER LIMITED
Date: 22.05.2026
152 YEARS OF EXCELLENCE WITH THE GOLDEN FIBRE
Annexure - B
IN THE NATIONAL COMPANY LAW TRIBUNAL
SPECIAL BENCH (COURT-I)
KOLKATA
Company Application (CAA) No. 15/KB/2026
An application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the law.
IN THE MATTER OF:
A Scheme of Amalgamation of (First Motion):
GLOSTER LIFESTYLE LIMITED, a company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013 having Corporate Identification Number U18100WB2011PLC159678 and its registered office at 21, Strand Road, Kolkata - 700001, West Bengal, India.
...Applicant Company No. 1/ Transferor Company No. 1
And
GLOSTER SPECIALITIES LIMITED, a company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013 having Corporate Identification Number U18109WB2011PLC159677 and its registered office at 21, Strand Road, Kolkata- 700001, West Bengal, India.
...Applicant Company No. 2/ Transferor Company No. 2
And
GLOSTER LIMITED, a company incorporated under the Companies Act, 1913 and being a Company within the meaning of the Companies Act, 2013 having Corporate Identification Number L17100WB1923PLC004628 and its registered office at 21, Strand Road, Kolkata- 700001, West Bengal, India.
...Non-Applicant Company/Transferee Company
And
IN THE MATTER OF:
- Gloster Lifestyle Limited
- Gloster Specialities Limited
...Applicants
Pronouncement: 22.05.2026.
国
IN THE NATIONAL COMPANY LAW TRIBUNAL
SPECIAL BENCH (COURT-I)
KOLKATA
Company Application (CAA) No. 15/KB/2026
CORAM:
SMT. BIDISHA BANERJEE, HON'BLE MEMBER (JUDICIAL)
MS. REKHA KANTILAL SHAH, HON'BLE MEMBER (TECHNICAL)
APPEARANCE:
For the Applicants:
Ms. Neha Somani, PCS
ORDER
Per: Smt. Bidisha Banerjee, Member (Judicial):
-
The Court convened through hybrid mode today.
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The instant application has been filed in the first stage of the proceedings under Section 230(1) read with Section 232(1) of the Companies Act, 2013 ("Act") for dispensation of the meetings of Shareholders and Creditors in connection with the Scheme of Amalgamation of the Transferor Companies:
| Serial Number | Name of the Company |
|---|---|
| Applicant Company No. 1/ | |
| Transferor Company No. 1 | Gloster Lifestyle Limited |
| Applicant Company No. 2/ | |
| Transferor Company No. 2 | Gloster Specialities Limited |
with Gloster Limited (“Non - Applicant Company” / “Transferee Company”) whereby and whereunder the Transferor Companies are proposed to be amalgamated with the Transferee Company from the Appointed Date i.e. 1st April, 2025 in the manner and on the terms and conditions as stated in the said Scheme of Amalgamation (“Scheme”). The
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IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT-I) KOLKATA
Company Application (CAA) No. 15/KB/2026
Copy of the said Scheme of Amalgamation is annexed to the Company Application in Annexure F in Volume II at Page No. 230-257.
-
The Board of Directors of the Transferor Companies on 10th November, 2025 and the Transferee Company on 12th November, 2025, at their respective meetings approved the Scheme of Amalgamation. The copies of the resolution passed by the Transferor Companies on 10th November, 2025 and the Transferee Company on 12th November, 2025 are annexed to the Company Application in Annexure E in Volume II at Page No. 224-229.
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It is further submitted by the Ld. Authorised Representative appearing for the Applicant Companies that shares of none of the Applicant Companies are listed on any Stock Exchange. Further, the Applicant Companies have the following classes of shareholders and creditors: -
| Applicant Company | Number of Equity Shareholders as on 30th November, 2025 | Number of Secured Creditors as on 30th November, 2025 | Number of Unsecured Creditors as on 30th November, 2025 |
|---|---|---|---|
| Applicant No. 1 | 8 | NIL | NIL |
| Applicant No. 2 | 8 | NIL | NIL |
- The Ld. Authorised Representative appearing for the Applicant Companies submits that 100% of the Equity Shareholders of the Applicant Companies have given their consent to the Scheme in writing by way of affidavits for the approval of the proposed Scheme of Amalgamation which is annexed to the Company Application being Annexure H in Volume II at Page No. 260-297.
中
IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT-I) KOLKATA
Company Application (CAA) No. 15/KB/2026
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The Ld. Authorised Representative appearing for the Applicant Companies submits that there are NIL Creditors (Secured and Unsecured) in the Applicant Companies as on 30th November, 2025. A NIL list of creditors as on 30th November, 2025 of the Applicant Companies duly certified by the Statutory Auditors is annexed with the Company Application being Annexure G in Volume II at Page No. 258-259.
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The Ld. Authorised Representative appearing for the Applicant Companies submits that the Applicant Company i.e. Gloster Lifestyle Limited and Gloster Specialities Limited are the wholly owned subsidiaries of the Transferee Company i.e. Gloster Limited ("Non-Applicant Company"). As a result, upon the Scheme becoming operative, no shares of the Transferee Company shall be allotted in lieu of or in exchange of its holding in the Transferor Companies.
-
The certificate from the Statutory Auditor confirming the Accounting Treatment contained in the scheme in compliance with all the applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is issued at the request of the Transferee Company pursuant to the requirements under Section 230(7) of the Companies Act, 2013 is annexed to the Company Application in Annexure M in Volume III at Page No. 414 to 416.
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The Ld. Authorised Representative appearing for the Applicant Companies submit that the Transferee Company is listed with the BSE Limited and National Stock Exchange Limited. In accordance with the provisions of Regulation 30 & Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of SEBI Master Master Circular No.
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IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT-I) KOLKATA
Company Application (CAA) No. 15/KB/2026
SEBI/HO/CFD/POD-2/CIR/P/0155 dated November 11, 2024, a copy of intimation to Stock Exchange with respect to the approval of Scheme of Amalgamation of Gloster Lifestyle Limited and Gloster Specialities Limited was submitted on 12th November, 2025. A Copy of such intimation is annexed to the Company Application being Annexure J in Volume II at Page No. 300 to 301A.
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Directions are sought accordingly for dispensing with the meetings of the Equity Shareholders of both the Applicant Companies.
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Heard the Ld. Authorised Representative for the Applicant Companies and upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicants, we allow the instant application and make the following orders:
a) In view of the consents given through affidavits by all the Equity Shareholders of the Applicant Companies, the meetings of the Equity Shareholders of the respective Applicant Companies are dispensed with in accordance with Section 230 read with Section 232 of the Companies Act, 2013.
b) The Applicant Companies to serve a notice under Section 230(5) of the Companies Act, 2013 along with all accompanying documents, including a copy of the aforesaid Scheme and statement under the provisions of the Companies Act, 2013 shall also be served on:
i. the Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata;
ii. the Registrar of Companies, Kolkata, West Bengal;
iii. the Official Liquidator, High Court, Calcutta;
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IN THE NATIONAL COMPANY LAW TRIBUNAL
SPECIAL BENCH (COURT-I)
KOLKATA
Company Application (CAA) No. 15/KB/2026
iv. the Securities Exchange Board of India;
v. the Income Tax Department having jurisdiction over the Applicants.
These notices shall be sent by hand delivery or by post or by speed post or by courier and by email within two weeks from the date of receiving this order. The notice shall specify that representation, if any, should be filed before this Tribunal within 30 days from the date of receipt of the notice with a copy of such representation being simultaneously sent to the Authorised Representative of the said Applicant Companies. If no such representation is received by the Tribunal within such period, it shall be presumed that such authorities have no representation to make on the said Scheme of Amalgamation. Such notice shall be sent pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in Form No. CAA 3 of the said Rules with necessary variations, incorporating the directions herein.
c) The Applicant Companies shall file an affidavit of service with the registry in regard to the directions given in this Order to report to this Tribunal that the directions regarding the issuance of notices have been duly complied with.
- The application being Company Application (CAA) No. 15/KB/2026 is disposed of accordingly.
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IN THE NATIONAL COMPANY LAW TRIBUNAL
SPECIAL BENCH (COURT-I)
KOLKATA
Company Application (CAA) No. 15/KB/2026
- Certified copy of the order may be issued, if applied for, upon compliance with all the requisite formalities.
Ms. Rekha Kantilal Shah
Member (Technical)
Smt. Bidisha Banerjee
Member (Judicial)
The Order signed this on the 22nd day of May 2026.
Anubhuti S. (LRA)
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