Rudra Ecovation Limited has taken a significant step towards its proposed merger with Shiva Texfabs Limited. The company filed a petition on September 23, 2025, with the National Company Law Tribunal (NCLT), Chandigarh Bench, seeking approval for the amalgamation.

Merger Details

The scheme involves the amalgamation of Rudra Ecovation Limited, the transferor company, with Shiva Texfabs Limited, the transferee company. This strategic move is subject to approval from the NCLT and other regulatory authorities.

Regulatory Compliance

In a filing to the BSE on September 26, 2025, Rudra Ecovation confirmed that the petition was filed under Sections 230 to 232 of the Companies Act, 2013. The company had previously received a 'No Adverse Observations' letter from the stock exchange on August 25, 2025, regarding the proposed scheme.

Transparency Measures

To ensure transparency, Rudra Ecovation has made all relevant documents pertaining to the merger scheme available on the company's website at https://rudraecovation.com/scheme-of-arrangement .

Trading Window Closure

In a separate announcement, Rudra Ecovation also informed the BSE about the closure of its trading window. As per the company's 'Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons' and in compliance with SEBI regulations:

• The trading window for dealing in the company's securities will be closed from October 1, 2025.
• It will remain closed until 48 hours after the declaration of unaudited financial results for the quarter ending September 30, 2025.
• This closure applies to the company's Promoters, Directors, Key Managerial Personnel, Designated Persons, and their immediate relatives.

The date for the Board Meeting to declare the unaudited financial results for the quarter and half-year ending September 30, 2025, will be announced in due course.

Investors and stakeholders are advised to monitor further announcements from the company regarding the progress of the merger and the upcoming financial results.

Rudra Ecovation Limited (REL), formerly known as Himachal Fibres Limited, has taken a significant step forward in its proposed merger with Shiva Texfabs Limited (STL). The company announced that it received a 'no adverse observations' letter from BSE Limited on August 25, 2025, regarding its scheme of amalgamation.

Merger Details

The merger involves Rudra Ecovation as the transferor company and Shiva Texfabs as the transferee company. This development allows Rudra Ecovation to proceed with obtaining necessary statutory and regulatory approvals, including those from the National Company Law Tribunal (NCLT) and the respective shareholders and creditors of both companies.

SEBI's Conditions

The Securities and Exchange Board of India (SEBI) has outlined 13 specific conditions that must be met for the merger to proceed. These conditions include:

1. Disclosure of ongoing legal proceedings and enforcement actions against the company, its promoters, and directors.
2. Ensuring that additional information submitted after filing the scheme is displayed on the websites of the listed company and stock exchanges.
3. Compliance with SEBI circulars and the Master Circular provisions.
4. Inclusion of information about unlisted companies involved in the scheme in the format specified for abridged prospectus.
5. Use of financials not more than 6 months old in the scheme and valuation report.
6. Prominent disclosure of scheme details in the notice sent to shareholders.
7. Issuance of proposed equity shares in demat form only.

Shareholding and Financial Disclosures

SEBI has mandated transparent disclosure of the pre and post-scheme shareholding patterns, particularly highlighting any changes in promoter/promoter group shareholding. The company is required to provide detailed information on:

• Assets, liabilities, net worth, and revenue of involved companies before and after the scheme.
• Impact of the scheme on the revenue-generating capacity of the transferee company.
• Rationale and synergies expected from the merger.
• Valuation basis and projections considered for both companies.

Next Steps

The observation letter from BSE is valid for six months, during which Rudra Ecovation must submit the scheme to the NCLT. The listing of Shiva Texfabs Limited shares post-merger will be subject to SEBI granting relaxation under Securities Contract Regulation Rules and compliance with various disclosure requirements.

Investor Considerations

Shareholders should note that the merger may result in changes to the shareholding structure. The company is required to disclose the potential impact on public shareholders' rights and the value of their holdings. Investors are advised to carefully review all scheme-related documents before exercising their voting rights.

This merger represents a significant corporate action for both Rudra Ecovation and Shiva Texfabs, with potential implications for their respective shareholders and the market at large. As the process moves forward, all eyes will be on the regulatory approvals and the eventual impact of this amalgamation on the companies' operations and market position.