Ganesha Ecoverse Limited (Transferor Company) announced that its Board of Directors, based on recommendations of the Audit Committee and Independent Directors, at its meeting held on June 30, 2026 (6:45 PM to 7:45 PM IST), approved a scheme of amalgamation for merging the company with and into GESL Spinners Limited (Transferee Company).
The Scheme is subject to statutory and regulatory approvals including from BSE Limited, Securities and Exchange Board of India, National Company Law Tribunal, and approvals from shareholders and creditors of both companies.
The Appointed Date for the Scheme shall be April 1, 2026, or as may be directed by the National Company Law Tribunal and agreed between the companies. The Effective Date will be when all actions are completed including filing of certified copies of the NCLT order with the Registrar of Companies.
Financial Details of Companies
Transferor Company (Ganesha Ecoverse Limited):
- Total Assets (Standalone): ₹6780.63 lakh
- Net Worth (Standalone): ₹5548.35 lakh (excluding Preference Share Capital of ₹1000.00 lakh treated as financial liability)
- Revenue from Operations: ₹36.18 lakh
Transferee Company (GESL Spinners Limited):
- Total Assets (Standalone): ₹32168.69 lakh
- Net Worth (Standalone): ₹3420.72 lakh
- Revenue from Operations: ₹11936.78 lakh
Related Party Transaction
The transaction falls within related party transactions as the Transferor Company is an associate of the Transferee Company. However, in terms of General Circular No. 30/2014 dated July 17, 2014, issued by Ministry of Corporate Affairs, the transactions arising out of compromises, arrangements and amalgamations under the Act will not attract the requirements of Section 188 of the Act.
The Share Exchange Ratio has been arrived at based on the Valuation Report dated June 30, 2026 issued by Mr. Manish Manwani, Registered Valuer (IBBI Regn. No: IBBI/RV/03/2021/14113). VC Corporate Advisors Pvt. Ltd., an Independent SEBI registered Category I Merchant Banker (SEBI Regn. No.: INM000011096), has issued a fairness opinion stating that the Share Exchange Ratio is fair.
Share Exchange Ratio
There will be no cash consideration in the proposed Scheme. The share exchange ratio is as follows:
- To Equity Shareholders: 135 equity shares of GESL Spinners Limited (face value ₹10 each) for every 100 equity shares of Ganesha Ecoverse Limited (face value ₹10 each)
- To Preference Shareholders: 1 non-convertible redeemable preference share of GESL Spinners Limited (face value ₹10 each) for every 1 non-convertible redeemable preference share of Ganesha Ecoverse Limited (face value ₹10 each) on equivalent terms and conditions
Shareholding Pattern Impact
Transferor Company (Pre-Scheme as on June 30, 2026):
- Promoter: 330,000 shares (1.34%)
- Public: 24,264,650 shares (98.66%)
- Total: 24,594,650 shares (100.00%)
The Transferor Company will cease to exist post-amalgamation.
Transferee Company (Pre and Post-Scheme):
- Pre-Scheme Promoter: 44,742,320 shares (72.62%)
- Pre-Scheme Public: 16,870,184 shares (27.38%)
- Pre-Scheme Total: 61,612,504 shares (100.00%)
- Post-Scheme Promoter: 17,837,820 shares (26.44%)
- Post-Scheme Public: 49,627,462 shares (73.56%)
- Post-Scheme Total: 67,465,282 shares (100.00%)
Rationale for Amalgamation
The Scheme has been propounded under Sections 230 to 232 of the Companies Act, 2013 for the following reasons:
1. Complementary business activities allowing more focused strategy, standardization in operations, cost optimization, and better utilization of assets
2. Integration of business synergies to generate surplus funds for further growth
3. Emergence of a single entity with strong financial capability to withstand competition and access low-cost funds
4. Significant reduction in multiplicity of legal and regulatory compliances and elimination of duplicate administrative functions
The Scheme would not prejudice the interests of any stakeholders, and there is no arrangement proposed with creditors of either company. Liability of creditors will be assumed and discharged by the Transferee Company.