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.

Rudra Ecovation , a textile manufacturer specializing in yarns and fabrics, has reported a net loss of Rs 86.86 crore for the quarter ended June 30. The company also announced changes to its board of directors and committee structures.

Financial Performance

The company's financial results for Q1 show a significant increase in losses compared to the same period last year:

Revenue from operations saw a slight decline year-over-year, decreasing from Rs 533.93 crore to Rs 527.88 crore.

Board Changes and Committee Restructuring

Rudra Ecovation announced several changes to its board and committee structure:

1. Resignation: Mr. Surjit Singh (DIN: 07143372) resigned from his position as Non-Executive Independent Director, effective August 13, citing personal reasons.

2. New Appointment: Mr. Dharam Veer Singh (DIN: 11060607) has been appointed as an Additional Director in the category of Non-Executive Independent Director for a five-year term, from August 13 to August 12, 2030, subject to shareholder approval.

3. Committee Reconstitution: Following these changes, the company has reconstituted various committees, including the Audit Committee, Nomination and Remuneration Committee, and Stakeholder Relationship Committee.

4. Committee Merger: The Securities Transfer Committee has been merged with the Stakeholder Relationship Committee to improve administrative efficiency.

Profile of New Director

Mr. Dharam Veer Singh, the newly appointed director, brings over 20 years of experience in the textile industry. He is a graduate from Punjab University and currently holds directorships in two other companies: Shiva Texfabs Limited and Yogindera Worsted Limited.

Other Corporate Updates

• The company confirmed that there has been no deviation in the utilization of funds raised through the preferential allotment of convertible warrants.
• Rudra Ecovation continues to operate primarily in the manufacturing and sale of textile products, including yarns and fabrics.
• The Board has previously approved a scheme of amalgamation between Rudra Ecovation Limited (formerly Himachal Fibre Limited) and Shiva Texfabs Limited, which is currently pending approval from BSE and SEBI.

As Rudra Ecovation navigates through challenging financial performance, the company appears to be focusing on strengthening its governance structure and streamlining operations. The appointment of an experienced industry professional to the board may bring fresh perspectives to address the current financial situation.