Cello World Limited
Background and Regulatory Context
The disclosure is made in accordance with Para D of Part-I of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. The filing certifies completion of compensation to shareholders of Wim Plast Limited who were eligible for fractional shares pursuant to the Composite Scheme of Amalgamation sanctioned by Hon'ble NCLT, Ahmedabad bench vide its Order dated May 14, 2026.
Scheme Details and Share Allotment
The Composite Scheme of Amalgamation involved Wim Plast Limited (WPL), Cello Consumer Products Private Limited (CCPPL) and Cello World Limited (CWL) under sections 230-232 of the Companies Act, 2013.
Share Exchange Ratios:
- Pursuant to Demerger: 55 equity shares of Cello World Limited (face value ₹5) for every 100 equity shares of Wim Plast Limited (face value ₹10)
- Pursuant to Merger: 31 equity shares of Cello World Limited (face value ₹5) for every 100 equity shares of Wim Plast Limited (face value ₹10)
Total Allotment: 46,53,239 equity shares of ₹5 each were allotted on June 09, 2026 to shareholders of Wim Plast Limited as per the Record Date of June 09, 2026.
Fractional Share Treatment
Certain shareholders became entitled to fractional entitlements during the allotment process. The company appointed Mitcon Credentia Trusteeship Services Limited as Independent Trustee to handle fractional shares.
Consolidated Fractional Shares: 8,395 equity shares of face value ₹5 each were consolidated and allotted to the Trustee on June 09, 2026 (Allotment Date).
Sale and Distribution Process
The Trustee sold the consolidated fractional shares on September 03, 2026 at market price:
- Number of shares sold: 8,395
- Aggregate share price: ₹340.77 per share
- Gross proceeds: ₹28,60,736.51
- Net proceeds distributed to shareholders: ₹28,48,395.51 (after deducting expenses/charges)
The distribution of sale proceeds was completed on September 08, 2026 to eligible shareholders in proportion to their fractional entitlements, after deducting applicable TDS.
Committee Certifications
Both the Committee of Independent Directors and Audit Committee of Board of Directors met on September 17, 2026 and certified that:
1. The company has compensated shareholders eligible for fractional entitlements
2. Proceeds from sale of fractional entitlements have been distributed to eligible shareholders proportionally
3. The process complies with Paragraph D of Part 1 of SEBI Master Circular and Clause 8.5 and 16.7 of the Scheme
Committees Involved
Independent Directors Committee:
- Mr. Pushapraj Singhvi (Chairman, DIN: 00255738)
- Mr. Piyush Chhajed (Member)
- Ms. Sunipa Ghosh (Member)
- Ms. Manali Nitin Kshirsagar (Member)
Audit Committee:
- Mr. Piyush Chhajed (Chairman, DIN: 02907098)
- Mr. Pushapraj Singhvi (Member)
- Ms. Manali Nitin Kshirsagar (Member)
- Mr. Arun Singhal (Member)
- Mr. Pradeep G Rathod (Member)
- Mr. Pankaj G. Rathod (Member)