Scheme of Amalgamation - for information of the Exchange

GLOSTER LIMITED 21, Strand Road, Kolkata*700 001 (India) Phone : +91 (33) 2230-9601 (4 Lines), Fax ; +91(33)2231 4222/2210 6167, E-mail : info@glosterjute.com, Web : www.glosterjute.com CIN: L17100WB1923PLC004628 The Secretary The Secretary National Stock Exchange of India Ltd BSE Limited Exchange Plaza, C-1, Block-G Phiroze Jeejeebhoy Towers Bandra Kurla Complex, Bandra (E) Dalai Street Mumbai - 400 051 Mumbai- 400001 Symbol - GLOSTERLTD Scrip Code-542351 Sub: Dissemination of draft Scheme of Arrangement for Amalgamation between Gloster Lifestyle Limited and Gloster Specialities Limited (‘Transferor Companies”) and Gloster Limited (“Transferee Company”) on the Exchange website, under Regulation 37(6) of the S£B1 (LODR) Regulations, 2015. Respected Sir/Madam, With reference to the above captioned subject, the Board of Directors of the company at their meeting held on 12"' November 2025 had approved a draft Scheme of Arrangement for Amalgamation between Gloster Lifestyle Limited and Gloster Specialities Limited (“Transferor Companies”) and Gloster Limited (“Transferee Company”) under Section 230-232 of the Companies Act, 2013 (“The Scheme”). The TransferorCompanies are Wholly Owned Subsidiaries ofthe Transferee Company. Accordingly, in compliance with Regulation 37(6) ofthe SEBl (LODR) Regulations, 2015, we hereby submit the following documents: Particulars Details Certified copy of the Draft Scheme of Annexure - 1 Arrangement proposed to be filed before the Hon’bleNCLT. Certified true copy of the resolution passed by Annexure - 2 the Board of Directors of both the companies approving the Scheme. Details of payment of processing fee of Rs. The Company has paid Rs. 29,500/- (including 25,000/- plus GST GST) towards processing fees to BSE on 22.07.2026 vide UTR no. YESIG62030158181. Kindly take the above documents and information on your records for your necessary action. Thanking You, For GLOSTER LIMITED o/kolkata\& * I 700 001 U Ayan Datta Company Secretary and Compliance Officer Membership No. ACS 43557 Date: 23.07.2026 OVER 150 YEARS OF EXCELLENCE WITH THE GOLDEN FIBRE Annexure - 1 SCHEME OF AMALGAMATION UNDER SECTIONS 230 TO 232 THE COMPANIES ACT, 2013 GLOSTER LIFESTYLE LIMITED -Transferor Company No. 1 GLOSTER SPECIALITIES LIMITED -Transferor Company No. 2 WITH GLOSTER LIMITED -Transferee Company THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS GENERAL: This Scheme of Amalgamation (“the Scheme”), provides for the Amalgamation of Gloster Lifestyle Limited (hereinafter referred to as “GLL” or “Transferor Company No. 1”) and Gloster Specialities Limited (hereinafter referred to as “GSL” or “Transferor Company No. 2”) with Gloster Limited (hereinafter referred to as “GL” or “Transferee Company”). The Scheme is made pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. A. DESCRIPTION OF THE COMPANIES: 1.1 GLOSTER LIFESTYLE LIMITED (“GLL” or “Transferor Company No. 1”) having Corporate Identification Number U18100WB2011PLC159678 is a Public Limited Company incorporated on the 23rd day of February, 2011 under the provisions of the Companies Act, Page 1 of 28 1956 and having its registered office at 21, Strand Road, Kolkata- 700001, West Bengal, India. Since then the company is carrying its activities under the name and style of “Gloster Lifestyle Limited”. 1.2 GLL has been incorporated with, inter-alia, the following main objects: 1. To carry on the business as growers, producers, exporters, importers, buyers, manufacturers, blenders, sellers, brokers, processors, converters, makers, stockists, suppliers, selling agents, merchants, distributors, concessionaries, retailers, agents, commission agents and dealers in all classes and special kinds of Jute, Jute goods, Jute rejections, cotton, cotton rejections, cotton textiles. yam, hemp, flax, silk, remi, handicraft, wool, rayon, leather, bamboo, cane or any other natural fibres and other fibrous materials including blended / union materials, readymade garments, furnishing fabrics, shopping bags, carpets, floor covering, madeups etc. 2. To manufacture and produce special and all other types of synthetic fibres, viscose, nylon, acrylic, polyster, and all types of man-made fibres including that are derivative of nano- technology and to carry on business of spinners of all such fibres and to manufacture and produce yam, fabric, woven materials, non-woven materials and goods produced therefrom. 3. To manufacture materials from the rejections or waste realized from the various products of the Company either on its own account or on commission. 4. To deal in all kinds of other substances, either basic and / or on intermediate required for the various products of the company. 1.3 GLOSTER SPECIALITIES LIMITED (“GSL” or “Transferor Company No. 2”) having Corporate Identification Number U18109WB2011PLC159677 is a Public Limited Company incorporated on the 23rd day of February, 2011 under the provisions of the Companies Act, 1956 and having its registered office at 21, Strand Road, Kolkata- 700001, West Bengal, India. Since then the company is carrying its activities under the name and style of “Gloster Specialities Limited”. 1.4 GSL has been incorporated with, inter-alia, the following main objects: 1. To manufacture and produce all types of synthetic fibres, viscose, nylon, acrylic, polyster, and all types of man-made fibres including that are derivative of nano-technology and to carry on business of spinners of all such fibres and to manufacture and produce yam, fabric, woven materials, non-woven materials and goods produced therefrom. 2. To carry on the business as growers, producers, exporters, importers, buyers, manufacturers, blenders, sellers, brokers, processors, converters, makers, stockists, suppliers, selling agents, merchants, distributors, concessionaries, retailers, agents, commission agents, and dealers in all classes and kinds of jute, jute goods, jute rejections, cotton, cotton rejections, cotton textiles, yarn, hemp, flax, silk, remi, handicraft, wool, rayon, leather, bamboo, cane or any other natural fibres and other fibrous materials including blended / union materials, readymade garments, furnishing fabrics, shopping bags, carpets, floor covering, madeups etc. Page 2 of 28 3. To manufacture materials from the rejections or waste realized from the various products of the Company either on its own account or on commission. 4. To deal in all kinds of other substances, either basic and / or on intermediate required for the various products of the company. 1.5 GLOSTER LIMITED (“GL” or “Transferee Company”) having Corporate Identification Number L17100WB1923PLC004628 is a Public Limited Company incorporated on the 2nd day of January, 1923 under the provisions of the Companies Act, 1913 and having its registered office at 21, Strand Road, Kolkata- 700001, West Bengal, India. The Company was originally incorporated in the name and style of “Kettlewell Bullen & Company Limited”. The Company then changed its name from “Kettlewell Bullen & Company Limited” to “Gloster Limited” on 9th May, 2018. Since then the company is carrying its activities under the name and style of “Gloster Limited”. 1.6 GL has been incorporated with, inter-alia, the following main objects: 1. To carry on business as producers and growers of jute, hemp, flex, cotton, silk, wool, or any other natural fibres and to manufacture and produce all types of synthetic and man made fibres including synthetic fibres, viscose, nylon, acrylic, polyster and all types of man made fibres and to carry on business of Spinners and Weavers of all such fibres and yarns, and goods produced therefrom and other similar materials and carry on business of manufactures, processors, converters, makers, stockists, agents and importers, exporters, traders, retailers, suppliers, buyers, sellers, merchants, distributors and concessionaries of all such fibres, yarns and all types of proce [Showing first 8,000 characters — download PDF for full document]