Scheme Overview

The Scheme provides for amalgamation of Gloster Lifestyle Limited (CIN: U18100WB2011PLC159678) and Gloster Specialities Limited (CIN: U18109WB2011PLC159677) with Gloster Limited (CIN: L17100WB1923PLC004628) under Sections 230-232 of Companies Act, 2013. Both transferor companies are wholly-owned subsidiaries of the transferee company.

Key Dates

  • Appointed Date: 1st April 2025
  • Board Approval Date: 12th November 2025
  • Filing Date with Exchanges: 23rd July 2026
  • Processing fee of ₹25,000 + GST (total ₹29,500) paid to BSE on 22.07.2026 (UTR: YESIG62030158181)

Share Capital Structure (as on 31.03.2025)

Gloster Lifestyle Limited:

  • Authorized Capital: ₹5,00,00,000 (50,00,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹4,00,00,000 (40,00,000 equity shares of ₹10 each)

Gloster Specialities Limited:

  • Authorized Capital: ₹5,00,00,000 (50,00,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹4,00,00,000 (40,00,000 equity shares of ₹10 each)

Gloster Limited:

  • Authorized Capital: ₹27,50,00,000 (2,75,00,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹10,94,32,600 (1,09,43,260 equity shares of ₹10 each)

No changes in capital structure subsequent to above dates.

Rationale for Amalgamation

  • Elimination of inter-company transactions between subsidiaries and parent company
  • Better administrative control and management efficiency
  • Prevention of cost duplication and operational cost rationalization
  • Reduction in number of legal entities and compliance requirements
  • Creation of platform for future business expansion and growth
  • Enhanced resource mobilization and improved cash flows

Accounting Treatment

The amalgamation will be accounted using 'Pooling of Interest Method' under Indian Accounting Standard 103. All assets, liabilities and reserves will be recorded at carrying values as appearing in consolidated financial statements. Inter-company loans and advances will stand cancelled.

Share Exchange Ratio

No shares will be issued by Transferee Company as both transferor companies are wholly-owned subsidiaries. Entire paid-up share capital of transferor companies (₹8 crore aggregate) will stand cancelled upon scheme effectiveness.

Tax Implications

Scheme designed to comply with Section 2(1B) of Income Tax Act, 1961 (amalgamation definition). Transferee company will claim carry forward of losses and depreciation under Section 72A read with Rule 9C of Income Tax Rules.

Employee Impact

All employees of transferor companies will become employees of transferee company without break in service and on terms not less favourable than existing conditions.

Effective Date Conditions

Scheme will become effective upon receipt of all approvals including NCLT sanction and filing of certified copy with Registrar of Companies.

Board Resolutions

All three companies passed identical resolutions on 10th-12th November 2025 approving the scheme and authorizing M/s. MKB & Associates as practicing company secretaries to handle NCLT proceedings.