Ecoplast Limited has announced that its scheme of amalgamation with Kunal Plastics Private Limited became effective on May 28, 2026. The merger was finalized after both entities filed the certified copy of the National Company Law Tribunal (NCLT) order with the Registrar of Companies, Ahmedabad. This filing satisfies the conditions outlined in the scheme, specifically Clause 1.6 and Clause 17, and complies with Section 232(5) of the Companies Act, 2013. Consequently, Kunal Plastics Private Limited stands amalgamated with Ecoplast Limited and dissolved without being wound up from the effective date.

Capital Structure Changes

As a result of the amalgamation, the authorized share capital of Ecoplast Limited has been reorganized. The authorized share capital of Rs. 25,00,000 belonging to the transferor company has been transferred to and consolidated with Ecoplast Limited. Consequently, the total authorized share capital of Ecoplast Limited now stands at Rs. 10,25,00,000.

Regulatory Compliance

The intimation regarding the effective date was submitted to BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This disclosure follows the company's previous communication dated May 27, 2026, regarding the receipt of the certified copy of the NCLT order dated May 14, 2026.

The National Company Law Tribunal (NCLT), Ahmedabad Bench, on 14 May 2026 passed an order sanctioning the Scheme of Amalgamation of Kunal Plastics Private Limited with Ecoplast Limited and their respective shareholders and creditors. The order was pronounced in open court by Mrs. Chitra Hankare, Hon'ble Member (Judicial), and Dr. Velamur G Venkata Chalapathy, Hon'ble Member (Technical). Ecoplast Limited disclosed the development to BSE on 15 May 2026 pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Amalgamation Scheme

The amalgamation was filed as a joint Company Petition under Sections 230–232 of the Companies Act, 2013, read with the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016. The following table summarises the key parameters of the approved scheme:

Regulatory Compliance and Approvals

Prior to the NCLT's sanction, the scheme underwent scrutiny from multiple statutory and regulatory authorities. The Board of Directors of both petitioner companies approved the Scheme of Amalgamation through Board Resolutions dated 14 December 2024. Shareholder meetings of the Transferor Company were dispensed with in view of 100% consent affidavits, while the meeting of equity shareholders of the Transferee Company and unsecured creditors of both companies was held on 28 November 2025 via video conferencing, with the requisite majority approving the scheme.

The Regional Director (North-Western Region) and the Registrar of Companies submitted observations, to which the petitioner companies filed a compliance affidavit dated 18 February 2026. Key undertakings provided by the petitioner companies included:

• Compliance with Section 232(3)(i) of the Companies Act, 2013, including payment of differential fees, if any
• Adherence to the BSE observation letter dated 05 June 2025 issued pursuant to SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023
• Compliance with applicable FEMA provisions and RBI guidelines concerning a Foreign National/NRI/Foreign Body Corporate holding shares in the Transferor Company
• Preservation of books of accounts, papers, and records of the Transferor Company as required under Section 239 of the Companies Act, 2013
• No CIRP proceedings under IBC or winding-up proceedings pending against either petitioner company

The Official Liquidator filed a representation dated 20 January 2026 with no specific adverse observations. The Income Tax Department, in its report dated 30 March 2026, confirmed no outstanding demand against the applicant companies, while reserving its rights under applicable provisions of the Income Tax Act.

Financial and Operational Directions

The NCLT issued several specific directions as part of the order, including the following fee obligations:

The Transferee Company has also been directed to complete the assessment and payment of dues of the Transferor Company pertaining to the period prior to the scheme within a period of 1 year and provide an appropriate declaration on the outstanding amounts in its next financial balance sheet.

Effect of the Scheme and Next Steps

Upon coming into effect, the Transferor Company — Kunal Plastics Private Limited — shall stand dissolved without winding up. All properties, rights, powers, liabilities, and duties of the Transferor Company will vest in Ecoplast Limited pursuant to Section 232 of the Companies Act, 2013. All workers and employees of the Transferor Company shall be deemed to have become employees of the Transferee Company from the Appointed Date, with no break or discontinuance in service and on terms no less favourable than those previously applicable.

Ecoplast Limited noted that the certified copy of the NCLT order is awaited, and the scheme will be made effective upon filing the certified copy through E-Form INC-28 with the Registrar of Companies, Ahmedabad, Gujarat. The petitioner companies are further directed to lodge a copy of the order and the approved scheme with the concerned Superintendent of Stamps for adjudication of stamp duty, if any, within 60 days from the date of the order.