Ecoplast Ltd discloses allotment of 13 lakh shares to Kunal Plastics promoters under merger scheme

What Ecoplast announced

Ecoplast Ltd filed a Regulation 10(6) disclosure with BSE on 15 June 2026, informing the market that it had issued 13,00,000 fully paid‑up equity shares of Rs 10 each to the shareholders of Kunal Plastics Private Limited. The issuance is a direct consequence of the Scheme of Amalgamation between Kunal Plastics (the Transferor) and Ecoplast (the Transferee), which was sanctioned by the National Company Law Tribunal (NCLT), Ahmedabad Bench, on 14 May 2026.

"The Target Company allotted equity shares to the shareholders of the Transferor Company in the ratio of 52 fully paid‑up equity shares of the Target Company for every 1 fully paid‑up equity share held in the Transferor Company."

The filing lists the promoters and persons acting in concert who received the shares, and provides a detailed before‑and‑after shareholding matrix.

Scheme of Amalgamation and share‑swap mechanics

The amalgamation scheme, approved by the NCLT, stipulates that each share of Kunal Plastics is exchanged for 52 shares of Ecoplast. Consequently, the Transferor’s shareholders were allotted a total of 13 lakh shares on 15 June 2026. The share swap does not involve any cash consideration; it is a pure equity exchange designed to consolidate ownership under the Ecoplast umbrella.

The acquirers identified in the filing are:

• Charulata Nitin Patel – Promoter
• Amita Jaymin Desai – Promoter
• Alka Bankim Desai – Promoter

A further 11 persons/entities are listed as Persons Acting in Concert (PACs), including Nitinkumar Manubhai Patel, Aditya Nitinkumar Patel, and Silver Stream Properties LLP, among others.

Impact on shareholding structure

The filing presents a side‑by‑side comparison of pre‑ and post‑transaction holdings for each acquirer and PAC. Highlights include:

• Pre‑transaction: The three primary promoters collectively held 4,55,661 shares (≈3.42% of diluted capital).
• Post‑transaction: Their combined holding rose to 1,22,335 shares (≈2.57% of diluted capital) plus the PACs’ holdings, resulting in a total promoter group ownership of 74.45% of Ecoplast’s diluted share capital.
• The total number of shares issued increased by 13 lakh, expanding the diluted share capital and diluting existing non‑promoter shareholders accordingly.

Regulatory compliance

The transaction falls under Regulation 10(1)(d)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which exempts it from the mandatory open‑offer requirement because the acquisition is made pursuant to a court‑approved amalgamation scheme. Accordingly, the filing states that no open offer is required.

The disclosure also confirms that a separate filing under Regulation 10(5) was not applicable, as the share allotment is a direct consequence of the NCLT‑sanctioned scheme rather than a market‑based acquisition.

Key facts at a glance

Why this matters for investors

The disclosure provides transparency on a material restructuring that alters the ownership profile of Ecoplast. Existing shareholders can now gauge the extent of dilution (13 lakh new shares) and the resulting concentration of control in the promoter group. The exemption from an open offer indicates that the acquisition was executed through a court‑approved scheme rather than a market purchase, which may affect the perception of fairness and the timing of the transaction. Investors should note that the promoter group now controls a decisive majority, which could influence future strategic decisions, dividend policy, and governance matters.

Conclusion

Ecoplast’s Regulation 10(6) filing confirms that, following the NCLT‑approved amalgamation scheme, 13 lakh equity shares were issued to the promoters and PACs of Kunal Plastics at a 52‑for‑1 swap ratio. The transaction is exempt from an open offer and was disclosed to BSE on 15 June 2026. While the share issuance dilutes existing non‑promoter holdings, it consolidates control within the promoter group, now holding roughly three‑quarters of the diluted equity. No further regulatory filings are pending under the current scheme.