Gloster Limited has received the First Motion Order from the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, regarding the Scheme of Amalgamation of Gloster Lifestyle Limited and Gloster Specialities Limited with the company. The order, dated May 22, 2026, allows the First Motion Application filed in relation to the scheme. The transferor companies are wholly-owned subsidiaries of Gloster Limited.

The Hon'ble NCLT has dispensed with the requirement of convening the meetings of the Equity Shareholders of the Applicant Companies. This decision was based on the fact that 100% of the Equity Shareholders of the Applicant Companies had given their consent to the Scheme in writing by way of affidavits. Consequently, no shares of the Transferee Company shall be allotted in lieu of or in exchange of its holding in the Transferor Companies.

The appointed date for the amalgamation is April 1, 2025. The rationale behind the merger is to enable more efficient utilization of capital and assets, thereby strengthening the foundation for future growth. By combining their resources, the merged entity aims to enhance overall efficiency and create greater value for shareholders. There will be no change in the shareholding pattern of the listed entity pursuant to this Scheme of Amalgamation.

Financial Details of Entities

The disclosure provided under Regulation 30 of the Listing Regulations outlines the financial standing of the entities involved as of the year ended March 31, 2025.

Regulatory Compliance and Next Steps

The transaction involves related party transactions as the transferor companies are wholly-owned subsidiaries. However, the scheme is exempt from the requirements of Section 188 of the Companies Act, 2013, and related SEBI regulations pursuant to specific circulars and rules governing compromises, arrangements, and amalgamations.

The Applicant Companies are required to serve a notice under Section 230(5) of the Companies Act, 2013, along with all accompanying documents, to various regulatory authorities including the Regional Director, Ministry of Corporate Affairs, the Registrar of Companies, and the Securities and Exchange Board of India. These notices must be sent within two weeks from the date of receiving the order.

Gloster Limited has submitted its quarterly compliance certificate to stock exchanges, fulfilling regulatory requirements under SEBI's depositories regulations for the quarter ended 31st March 2026.

Regulatory Compliance Filing

The company filed its certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations 2018 on 7th April 2026. Company Secretary and Compliance Officer Ayan Datta submitted the documentation to both the National Stock Exchange of India Ltd and BSE Limited.

Registrar Confirmation

Maheshwari Datamatics Pvt. Ltd., serving as the company's Registrar and Share Transfer Agent, issued the compliance certificate confirming adherence to dematerialization requirements. The registrar confirmed several key compliance activities:

• Demat Transfer Register sent to depositories for the period 1st January 2026 to 31st March 2026
• Documentation provided to all stock exchanges where Gloster Limited shares are listed
• Proper destruction and cancellation of physical securities received from Depository Participants after dematerialization within stipulated timeframes

Corporate Information

Gloster Limited operates from its registered office at 21, Strand Road, Kolkata-700 001. The company trades on NSE under the symbol GLOSTERLTD and on BSE with scrip code 542351. The filing represents part of the company's ongoing regulatory compliance obligations as a publicly listed entity.

This quarterly certification ensures transparency in the company's share transfer and dematerialization processes, maintaining investor confidence through proper regulatory adherence.