| 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.
Brief details of the division to be demerged
The manufacturing business of WPL consisting of manufacture of moulded furniture, extrusion sheets, air coolers, dustbins, industrial pallets and industrial and engineering moulds (Manufacturing Business).
Turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year The turnover of the demerged division i.e. Manufacturing
Business of WPL for six months period ended September 30, 2024 is INR 168.54 Crore and for the financial year 2023 24 is INR 342.84 Crore.
The turnover of the Manufacturing Business is 89.39% to the total turnover of WPL for six months period ended September 30, 2024 and for the financial year 2023 24 is 93.28%
Rationale for demerger
The proposed demerger pursuant to this Scheme is expected, inter alia, to result in following benefits:
a) creating a dedicated manufacturing vertical pursuant to demerger of Manufacturing Business from WPL to CCPPL will enable a focused attention on the Manufacturing Business, which will lead to increased efficiencies and generate synergies amongst the various manufacturing businesses owned by CWL and better resource allocation, resulting in enhancement of shareholders value
b) the shareholders of WPL (other than CWL) will be allotted shares of CWL and therefore, they will become shareholders of a larger branded consumer products business with multiple growth avenues and at the same time, will continue
to participate in the Manufacturing Business; and
c) pursuing growth in the respective business verticals with focused management approach and de-risking the businesses from each other.
For the demerger, transfer and vesting of the manufacturing business of WPL into CCPPL on a going concern basis, the Company shall issue and allot on a proportionate basis to each shareholder of the Company (other than the shares held by CWL) whose name is recorded in the register of members and records
of the depository as members of WPL as on the Record Date (as defined in the Scheme), as under:
55 (Fifty - Five) fully paid-up equity share of INR 5/- (Indian Rupees Five only) each of CWL (CWL New Equity Shares for Demerger), 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 Category - 1 Merchant Banker.
Whether listing would be sought for the resulting entity
The Company is considered as the resulting entity under the provisions of the Income Tax Act, 1961. The equity shares issued by the Company as consideration for the demerger will be listed on the stock exchanges on which the shares of the Company are listed i.e. the BSE Limited and the National Stock Exchange of
India Limited.
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 NSE 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 Honble 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 Honble National Company Law Tribunal, Ahmedabad Bench;
The Scheme, inter alia, provides for:
1. DEMERGER (SPINOFF):-
The demerger, transfer and vesting of the Manufacturing Business (Demerged Undertaking) of Wim Plast Limited (WPL) into Cello Consumer Products Private Limited (CCPPL) on a going concern basis, and issue of equity shares by Cello World Limited (CWL) to the shareholders of WPL
(other than the shares held by CWL), in consideration thereof;
Consideration for the Demerger:-
55 (Fifty - Five) Fully Paid-Up Equity Shares of Rs.5/- (Indian Rupees Five only) each of CWL
(CWL New Equity Shares for Demerger), 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).
Cello World Limited has informed the Exchange regarding Report From The Audit And Independent Directors Committee Pursuant To Composite Scheme Of Amalgamation.
(As per NSE announcement dated on : 17.09.2026) | | Powered by Capital Market - Live News |
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