| Board of Directors of the Company (“the Board”) at its meeting today, i.e. November 12, 2024, has considered and approved the Scheme. The proposed Scheme inter alia provides for:
The demerger, transfer and vesting of the Manufacturing Business of WPL into CCPPL on a going concern basis, and issue of equity shares by the Company to the shareholders of WPL (other than the shares held by the Company), in consideration thereof.
Rationale for amalgamation/ merger
Post demerger, CWL is desirous of consolidating the Remaining Business of WPL pursuant to amalgamation. Consolidating the assets and liabilities of WPL with CWL
would streamline the corporate structure by consolidating multiple entities and enable efficiency in operations and processes through reduction in legal and regulatory compliances and related administrative costs;
The amalgamation will also result in the following benefits:
a) the amalgamation of WPL with CWL would bring about synergy of operations and economies of scale and additionally, the legal and regulatory compliances of both
the listed entities will be unified and streamlined;
b) consolidation of ownership interests in one listed company instead of two listed entities; and
c) unified approach on customer engagement, distribution and supply chain management would lead to operational and financial efficiencies in all these functions.
The Scheme is in the interests of all stakeholders of each of the Parties.
In case of cash consideration — amount or otherwise share exchange ratio;
For the amalgamation of WPL with the Company, the Company shall issue and allot, on a proportionate basis to each shareholder of WPL (other than the shares held by the Company), whose name is recorded in the register of members as member of WPL as on the Record Date (as defined in the Scheme), as under:
31 (Thirty One) fully paid-up equity share of INR 5/- (Indian Rupees Five only) each of CWL (“CWL New Equity Shares for Merger”), credited as fully paid up, for every 100 (Hundred) equity share of INR 10/- (Indian Rupees Ten only) each of WPL
The share exchange ratio has been arrived based on Share Exchange Ratio Report issued by KPMG Valuation Services LLP, a Registered Valuer.
Further, a fairness opinion report on the share exchange ratio is provided by Ernst & Young Merchant Banking Services LLP, Independent SEBI Registered Categor.
Receipt of Observation Letter with no adverse observations from BSE Ltd. on the composite scheme of arrangement
(As per BSE Announcement Dated on 05/07/2025)
Update on Scheme of Arrangement
(As per BSE Announcement Dated on 07/07/2025).
Cello World Limited has informed the Exchange about Scheme of Arrangement.
(As per NSE announcement dated on :15.05.2026)
Enclosed h/w is the Outcome of the Board Meeting held on 27th May, 2026.
(As per BSE Announcement Dated on 27/05/2026).
Trading members of the Exchange are hereby informed that, pursuant to the Composite Scheme of Arrangement (for Demerger/Amalgamation) as approved by the Hon’ble National Company Law Tribunal (NCLT), Ahmedabad Bench, amongst Wim Plast Limited ('WPL'), Cello Consumer Products Private Limited ('CCPPL'), and Cello World Limited ('CWL'), and their respective shareholders and creditors, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”), Wim Plast Ltd has informed the Record Date fixed for the purpose of Demerger and Amalgamation of the Company and to determine the entitlement of shareholders of Wim Plast Ltd to the Equity Shares of Cello World Limited :-
COMPANY NAME & CODE
Wim Plast Ltd
-526586
RECORD DATE
09.06.2026
PURPOSE
As per Composite Scheme of Arrangement (For Demerger and Amalgamation) approved by the Hon’ble National Company Law Tribunal, Ahmedabad Bench;
The Scheme, inter alia, provides for:
AMALGAMATION:
The amalgamation of remaining business of WPL INTO CWL and issue of Equity shares by CWL to the shareholders of WPL (other than the shares held by CWL), in consideration thereof;
Consideration for the Amalgamation:
31 (Thirty One) Fully Paid-Up Equity Shares of Rs.5/- (Indian Rupees Five only) each of
CWL (“CWL New Equity Shares for Merger”), credited as fully paid up, for every 100 (Hundred) Equity Shares of Rs.10/- (Indian Rupees Ten only) each of WPL.
No Dealings/ Suspension w.e.f. Date/Settlement No.
09/06/2026 DR-647/2026-2027
Trading Members of the Exchange are requested to take note of it.
(As Per BSE Notice Dated on 05.06.2026) | | Powered by Capital Market - Live News |
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