GFL Ltd

Transaction overview

• Target Company: GFL Limited.
• Disclosing Party (promoter): Siddharth Jain; Pavan Kumar Jain; Ishita Jain; Nayantara Jain.
• Also includes INOX Chemicals LLP and Siddho Mal Trading LLP.
• Transaction Type: Acquisition of voting rights via inter-se transfer.
• Pre-transaction holding: 1,48,07,953 shares (13.4802%).
• Acquired 1,48,07,953 voting rights (13.4802%) and 3,29,55,000 VRs (30%), via inter-se transfer.
• Post-transaction holding: 4,77,62,953 shares (43.4802%).
• Date of acquisition: 24/08/2026.
• Equity share capital before: Rs 10,98,00,000.
• Equity share capital after: Rs 10,98,00,000.
• Total diluted share capital after: Rs 10,98,00,000.

Key details

• Target: GFL Limited.
• Acquirer: Siddharth Jain.
• PACs: Ishita Jain; Pavan Kumar Jain; Nayantara Jain; INOX Chemicals LLP; Siddho Mal Trading LLP.
• Promoter status: Acquirer belongs to promoter/promoter group.
• Exchanges: BSE Limited; National Stock Exchange of India Limited.
• Pre-acquisition holding: 1,48,07,953 shares (13.4802%).
• Pre-acq encumbrances/warrants: none indicated.
• Acquired voting rights: 3,29,55,000 shares (30.00%).
• Post-acquisition holding: 4,77,62,953 shares (43.4802%).
• Mode of acquisition: Inter-se transfer.
• Date of acquisition/event: 24-08-2026.
• Equity share capital before and after: Rs 10,98,00,000.
• Total diluted share/voting capital after: Rs 10,98,00,000.
• Salient features: Not Applicable.

Financial results

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Standalone: total income 103 lakh; PAT 30 lakh; quarter ended 30 June 2026.
• Consolidated: total income 112 lakh; PAT 744 lakh; quarter ended 30 June 2026.
• Auditors' Limited Review report obtained; opinion unmodified.

Merger and regulatory actions

• Merger by absorption with INOX Infrastructure approved by Board; appointed date 1 April 2026.
• NCLT admitted Joint Scheme Petition on 25 June 2026; hearing on 3 September 2026.
• Group has single operating segment: Investments and allied activities; subsidiary INOX Infrastructure Limited; associate PVR INOX Limited.

Resolutions and outcomes

• Special resolution to re-appoint Shashi Kishore Jain as Independent Director for 30 May 2026–29 May 2031.
• Poll results: 69.51% of outstanding shares polled; 99.9978% in favour.
• Approved via postal ballot with requisite majority.

Meeting Details

• Board meeting scheduled for 10 August 2026; time not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results and Limited Review Report for quarter ended June 30, 2026.

Other Notes

• Trading window closed for directors and designated employees from July 1, 2026 until 48 hours after results.

Dematerialisation processing and listing

• Dematerialisation requests processed and confirmed to depositories.
• Securities dematerialised listed on the stock exchanges where prior issues are listed.
• Physical certificates received for dematerialisation mutilated and cancelled after verification.
• Depository name substituted as registered owner in records within prescribed timelines.

Resolutions

• Special Resolution to re-appoint Shashi Kishore Jain as Non-Executive Independent Director for 30 May 2026–29 May 2031.
• Term: five years; not liable to retire by rotation.
• Age 75; continuation permitted under Regulation 17(1A) of SEBI LODR.
• Remuneration per Act and SEBI LODR, as approved.
• E-voting window: 07 Jul 2026 to 05 Aug 2026; results within 48 hours after close.
• Outcome: Not disclosed in Notice; will be announced after scrutiny.
• Profile: Shashi Kishore Jain has 50+ years’ experience; independent; not related to other directors.