Cello World Limited disclosed on May 15, 2026, that the Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench, had uploaded an order dated May 14, 2026, sanctioning the Composite Scheme of Arrangement among Wim Plast Limited (WPL), Cello Consumer Products Private Limited (CCPPL), and Cello World Limited (CWL), along with their respective shareholders and creditors. The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The joint company petition was filed on December 12, 2025, as the second motion under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Parties to the Scheme

The three petitioner companies involved in the composite scheme are incorporated and registered in Daman and Diu, India. The key details of the parties are summarised below:

The bench comprised Mrs. Chitra Hankare, Hon'ble Member (Judicial), and Dr. Velamur G Venkata Chalapathy, Hon'ble Member (Technical). Mr. Ravi Pahwa appeared for the applicants, Mr. Shivpal Singh represented the Regional Director, and Mr. Aman Mir appeared for the Income Tax Department.

Structure of the Composite Scheme

The scheme envisages a two-step corporate restructuring exercise. The first step involves the demerger, transfer, and vesting of the demerged undertaking (as defined in the scheme) from WPL into CCPPL on a going concern basis. The second step involves the amalgamation of WPL with CWL, with CWL issuing equity shares to the shareholders of WPL (other than shares held by CWL) as consideration for both steps. The scheme also provides for various other matters consequential and incidental to these transactions.

The key stated benefits of the amalgamation, as submitted by the petitioners, include:

• Synergy of operations and economies of scale, with legal and regulatory compliances of both listed entities unified and streamlined
• Consolidation of ownership interests in one listed company instead of two listed entities
• Unified approach on customer engagement, distribution, and supply chain management, leading to operational and financial efficiencies

Regulatory Compliance and Statutory Approvals

Prior to the NCLT order, the petitioner companies obtained no-objection letters from BSE and NSE on July 3, 2025, and July 2, 2025, respectively. The share exchange ratio was determined by KPMG Valuation Services LLP, a registered valuer, vide a report dated November 12, 2024. A fairness opinion dated November 12, 2024, was also obtained from an independent SEBI-registered merchant banker. The boards of directors of the petitioner companies approved the scheme vide separate board resolutions dated November 12, 2024. Stakeholder meetings were conducted as directed by the tribunal, with notices published in Indian Express (English, national edition) and Sandesh (vernacular, Gujarat edition) on November 4, 2025.

The Regional Director, ROC Goa, Official Liquidator, and Income Tax Department filed their respective reports. The ROC noted an ongoing inquiry under Section 206(4) of the Companies Act, 2013, ordered by the office of the Director General (Corporate Affairs) regarding alleged misstatements in Cello World's RHP and Prospectus. The petitioners clarified that the scheme is a purely corporate restructuring exercise and that all pending proceedings against the third petitioner company shall continue unaffected. The Income Tax Department raised no objection to the scheme, and no-objection letters from the Income Tax Department were received by the first and second petitioner companies.

Key Directions in the NCLT Order

The NCLT, while sanctioning the scheme, issued several key directions to the petitioner companies:

• The petitioner companies must comply with statutory filing requirements sought by the Regional Director and Registrar of Companies
• The transferee company must complete the assessment and payment of dues of the transferor company pertaining to the period prior to the scheme within one year
• The petitioner companies must lodge a certified copy of the order with the concerned Superintendent of Stamps for adjudication of stamp duty, if any, within 60 days from the date of the order
• A copy of the order along with the scheme must be filed with the Registrar of Companies electronically via e-form INC-28, in addition to a physical copy, within 30 days from the date of issuance of the certified copy
• Legal fees and expenses of the office of the Regional Director, Goa, are quantified at Rs. 50,000/- in respect of the petitioner companies, to be paid by the transferee company
• Legal fees and expenses of the office of the Official Liquidator, Goa, are quantified at Rs. 20,000/- in respect of Petitioner No. 1, to be paid by the transferee company

The tribunal also clarified that the order does not grant any exemption from payment of stamp duty, taxes including income tax and GST, or any other charges, and does not waive any ongoing proceedings or enquiries before the Ministry of Corporate Affairs or any other market regulator or statutory authority.

Implications for Employees and Pending Proceedings

All workers and employees of the demerged or amalgamating company shall be deemed to have become workers and employees of Petitioner No. 3 (CWL) from the appointed date, without any break or interruption in service. Their terms and conditions of employment shall not be less favourable than those applicable to them with reference to the transferor company as on the effective date. All proceedings pending against Petitioner No. 1 shall continue by or against Petitioner No. 2 and Petitioner No. 3, as applicable, based on the assets and liabilities transferred under the scheme.

Cello World Limited has filed its quarterly compliance certificate with stock exchanges for the quarter ended March 31, 2026, fulfilling regulatory requirements under SEBI depositories regulations.

Regulatory Compliance Filing

The company submitted its certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 to both BSE Limited and National Stock Exchange of India Limited on April 07, 2026. Company Secretary and Compliance Officer Hemangi Trivedi signed and filed the compliance document on behalf of the company.

Certificate Confirmation

The compliance certificate was issued by MUFG Intime India Private Limited (formerly Link Intime India Private Limited), which serves as the company's Registrar and Share Transfer Agent. Ashok Shetty, Sr. Vice President – Corporate Registry at MUFG Intime, signed the certificate on April 4, 2026.

The certificate confirms that securities received from depository participants for dematerialization during the quarter were properly processed and confirmed to depositories within prescribed timelines. It also verifies that security certificates received were mutilated and cancelled after due verification by depository participants.

Key Compliance Status

The registrar specifically noted that no requests for dematerialization or rematerialization were received during the quarter ended March 31, 2026. This indicates stable shareholding patterns with no significant changes in the form of securities held by investors.

Corporate Information

Cello World Limited, formerly known as Cello World Private Limited, maintains its registered office at Dabhel, Nani Daman, and administrative office in Mumbai. The company trades on BSE with scrip code 544012 and on NSE with the symbol CELLO. The filing ensures continued compliance with SEBI regulations governing depositories and participants in the Indian securities market.