The draft Scheme of Amalgamation of BRFL Textiles Pvt. Ltd with the Company and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, will be subject to all necessary regulatory and shareholder approvals.
Gokaldas Exports Ltd’s board has approved the amalgamation of BRFL Textiles Pvt Ltd, in which it holds 19 per cent, creating a vertically integrated business.
BTPL, with FY25 turnover of ₹371.42 crore (~$40.86 million), will merge via equity or cash-plus-equity options for shareholders.
Total acquisition cost is ₹552 crore (~$60.72 million), pending regulatory and shareholder nods.
Gokaldas Exports had already made a strategic investment in BTPL in June 2024 through optionally convertible debentures and earlier this week the Gokaldas board had approved increasing the shareholding in BTPL to 19%.
The BTPL amalgamation scheme approved by the board today brings in a significant manufacturer of a wide range of fabrics that can bolster the supply chain for Gokaldas Exports range of products within the company’s fold. This will create a vertically integrated business with operational and financial efficiencies.
BTPL currently has total assets of Rs. 877.13 crore (~$96.48 million) with a net worth Rs. 147.57 crore and had clocked a turnover of Rs 371.42 crore (~$40.86 million) for FY25. The drat scheme offers two alternatives of either pure equity or cash plus equity in GEX to the shareholders of BTPL, and every shareholder of BTPL will be able to choose from both the options.
On final approval of the drat scheme of amalgamation, the shareholders of BTPL at their option will receive 40 fully paid equity shares of Rs 5 each of GEX for every 3,581 equity shares of Rs 10 held in BTPL or alternatively receive 30 fully paid equity shares of Rs 5 each of GEX and cash of Rs 8,952.50 for every 3,581 shares of Rs 10 held in BTPL. With the above and including 19% equity already acquired by GEX, the total acquisition cost of shares of BTPL will be Rs. 552 crores.
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Fibre2Fashion News Desk (RM)