Gloster Limited has initiated a corporate restructuring exercise by approving a draft scheme of arrangement to amalgamate its two wholly owned subsidiaries, Gloster Lifestyle Limited and Gloster Specialities Limited, into the parent entity. The Board of Directors of all three companies approved the proposal on November 12, 2025, citing improved administrative control, cost efficiency, and streamlined operations as primary drivers. This consolidation eliminates the need for inter-company transactions and reduces the multiplicity of legal entities, thereby lowering compliance costs for stakeholders.

The amalgamation is structured under Sections 230 to 232 of the Companies Act, 2013, and will be presented to the National Company Law Tribunal (NCLT), Kolkata Bench, for sanction. In compliance with Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Gloster Limited disseminated the draft scheme on the stock exchange websites on July 23, 2026. The company paid a processing fee of ₹29,500 (including GST) to the Bombay Stock Exchange on July 22, 2026.

Key Terms of the Scheme

The scheme defines April 1, 2025, as the 'Appointed Date' for the transfer of assets and liabilities. Upon sanction by the NCLT, the entire undertaking of Gloster Lifestyle Limited and Gloster Specialities Limited will vest in Gloster Limited as a going concern. Since both transferor companies are wholly owned subsidiaries, no new shares will be issued to shareholders, and there will be no dilution in the shareholding pattern of Gloster Limited. Instead, the issued, subscribed, and fully paid-up share capital of the subsidiaries will stand cancelled.

All assets, liabilities, contracts, and legal proceedings of the transferor companies will transfer to Gloster Limited without further act or deed. Existing encumbrances on assets will continue to attach to those specific assets post-amalgamation. Inter-company loans and advances between the entities will stand discharged automatically.

Operational and Tax Implications

The amalgamation aims to create a unified platform for future business expansion, particularly in jute, synthetic fibres, and related manufacturing sectors. The scheme ensures that employees of the transferor companies will become employees of Gloster Limited without any break in service, maintaining terms and conditions not less favourable than existing ones. Provident fund, gratuity, and pension trusts will be transferred or merged as deemed appropriate by the Board.

From a taxation perspective, the scheme complies with Section 2(1B) of the Income Tax Act, 1961, allowing for the carry forward and set-off of unabsorbed business losses and depreciation under Section 72A. Gloster Limited will assume all tax assessments, appeals, and refunds pending against the subsidiaries. The accounting treatment will follow the 'Pooling of Interest Method' under Indian Accounting Standard 103, recording assets and liabilities at their carrying values as per consolidated financial statements as of March 31, 2025.

Gloster Limited will hold its 104th Annual General Meeting (AGM) on Friday, August 7, 2026, at 11:00 AM IST via Video Conferencing and Other Audio Visual Means (VC/OAVM). The Board recommends a final dividend of 200%, or ₹20 per equity share of face value ₹10 each, for the financial year ended March 31, 2026, subject to shareholder approval. The meeting will transact business including the adoption of financial statements and the appointment of statutory auditors.

The company has fixed July 3, 2026, as the Record Date to determine shareholder eligibility for the dividend. Members holding shares in demat or physical form as of the close of business hours on July 31, 2026, will be entitled to vote through remote e-voting or during the AGM. The remote e-voting period commences on August 4, 2026, at 9:00 a.m. and concludes on August 6, 2026, at 5:00 p.m.

Pursuant to Regulation 47 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, Gloster Limited has intimated the exchanges regarding the publication of the Notice of AGM and Remote e-Voting Information. The advertisement was published in the Kolkata edition of Business Standard (English) and Ajkal (Bengali).

Key Resolutions

The AGM will consider the appointment of M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), as Statutory Auditors for a term of five years from the conclusion of the 104th AGM until the conclusion of the 109th AGM. The proposed remuneration for audit services for the financial year 2026-27 is ₹42,00,000 plus applicable taxes and out-of-pocket expenses. Additionally, the Board seeks ratification for the remuneration of Cost Auditors M/s. D. Radhakrishnan & Company at ₹90,000 plus applicable taxes for the financial year 2026-27.

Shri Hemant Bangur (DIN: 00040903), Director retiring by rotation, is eligible for reappointment. The Notice of AGM and Annual Report for the financial year 2025-26 will be sent electronically to members with registered email addresses. Physical copies will be sent to those without registered emails as per Regulation 36(1)(b) of the SEBI Listing Regulations.

Key Meeting Details