Disclosure under Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulations, 2015 ('Listing Regulation').
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G G Engineering Ltd has received an order dated June 4, 2025 from the NCLT Mumbai Bench in connection with its proposed Scheme of Amalgamation with Integra Essentia Ltd. The Tribunal has directed that a meeting of the company's 3,87,946 equity shareholders be convened (via video conferencing) to vote on the scheme. The NCLT has dispensed with the meetings of secured creditors (100% consent received) and unsecured creditors (93.54% consent, above the 90% threshold). The share swap ratio under the scheme is 48 equity shares of Integra Essentia (face value ₹1) for every 100 equity shares of G G Engineering (face value ₹1). The appointed date for the amalgamation is July 1, 2024, and the Board had approved the scheme on July 5, 2024. Notices will be served on regulators including SEBI, BSE, Income Tax authorities and the Official Liquidator, who have 30 days to raise objections.
This is a positive procedural step forward for the merger — the scheme now moves closer to shareholder approval and final NCLT sanction. G G Engineering shareholders will ultimately receive Integra Essentia shares at a 0.48:1 ratio if the scheme is approved, so their effective value will be tied to Integra Essentia's stock going forward. The stock could see some movement as the merger progresses, but completion still depends on shareholder vote and final NCLT/regulatory approvals.