Gloster Limited has announced a postal ballot to seek shareholder approval for significantly increasing its borrowing powers and asset mortgage limits. The company issued the notice on January 5, 2026, proposing to double the existing financial limits from ₹250 crores to ₹500 crores to support its expanding business operations.

Key Proposals Under Consideration

The postal ballot includes two special resolutions that require shareholder approval under the Companies Act, 2013:

The first resolution seeks to increase borrowing powers to enable the Board of Directors to borrow funds from banks, financial institutions, and other entities. The second resolution aims to enhance limits for creating mortgages, pledges, or charges on the company's movable and immovable properties.

E-Voting Process and Timeline

The company will conduct the postal ballot exclusively through electronic voting, with no physical ballot forms being distributed to shareholders. The e-voting process has been structured as follows:

Shareholders whose names appear in the Register of Members as of the cut-off date and have registered email addresses will be eligible to participate in the voting process.

Business Rationale and Background

The company's explanatory statement reveals that the current borrowing and mortgage limits were established through special resolutions passed on September 22, 2018. The proposed increase reflects the company's growing fund requirements to support business operations and expansion activities.

Under Section 180(1)(c) of the Companies Act, 2013, companies must obtain shareholder consent through special resolution when borrowing amounts exceed the aggregate of paid-up capital, free reserves, and securities premium. Similarly, Section 180(1)(a) requires shareholder approval for creating mortgages or charges on company properties.

Voting Rights and Procedures

Voting rights will be proportional to shareholding, with one vote per equity share registered in the shareholder's name. The company has engaged CDSL to facilitate the e-voting process, ensuring secure and transparent voting procedures.

Key voting guidelines include:

• Corporate and institutional members can vote through authorized representatives
• Proxy voting is not permitted for postal ballots
• Once cast, votes cannot be modified or changed
• Results will be submitted to stock exchanges within two working days of voting conclusion

The Board of Directors has recommended both resolutions for approval, noting that no directors, key managerial personnel, or their relatives have any financial interest in the proposed resolutions. The enhanced borrowing capacity and asset mortgage limits are expected to provide the company with greater financial flexibility to pursue growth opportunities and meet operational requirements.

Gloster Limited 's board of directors has authorized a strategic investment of approximately ₹5.00 crore to acquire a 49% equity stake in a new Special Purpose Vehicle (SPV) focused on manufacturing high-quality jute gunny bags. The investment will be executed through cash consideration in one or more tranches, with the first tranche tentatively scheduled for completion by March 31, 2026.

Investment Structure and Financial Details

The board's authorization establishes Gloster as a minority stakeholder in the SPV, which is yet to be incorporated. The company has disclosed this acquisition under Regulation 30, providing comprehensive details about the strategic investment structure.

SPV Objectives and Business Focus

The SPV will be incorporated with the primary objective of cost-efficient manufacturing and supply of high-quality jute gunny bags. This strategic focus aligns with Gloster's expertise in the jute industry and positions the company to capitalize on the growing demand for sustainable packaging solutions in agricultural and industrial sectors.

Regulatory and Corporate Governance Aspects

The acquisition will not fall under related party transactions initially. However, post-acquisition, the SPV will become an associate company of Gloster Limited and consequently a related party. The company has confirmed that no governmental or regulatory approvals are required for this acquisition, streamlining the investment process.

This investment represents Gloster's strategic expansion within the jute manufacturing ecosystem, leveraging the company's 152 years of excellence with natural fibers to enter the specialized gunny bag production segment.