GFL Ltd

GFL Limited: Trading Window closed from 1 October 2026 until completion of 48 hours after the unaudited financial results for the quarter and half year ending 30 September 2026 are submitted to the Stock Exchanges

Scheme details

• Transaction type: merger by absorption of a wholly owned subsidiary into its parent.
• Appointed Date specified as 01.04.2026; Effective Date to be fixed upon ROC filing.
• Related party: transferor is wholly owned by transferee; arm's-length notation not explicit.
• Consideration: transferor's shares cancelled; no issue or allotment of transferee shares.
• Regulatory approvals: NCLT sanction obtained; scheme made absolute.
• Rationale: streamline group, reduce legal entities, cut costs, improve group-wide compliance.
• Assets and liabilities: all assets and liabilities of transferor vest in transferee on effective date.
• Tax matters: post-merger tax liabilities, credits, and returns to be handled by transferee.
• Shareholder impact: no new equity issued; transferee remains sole holder of consolidated equity.
• Status/Next: order sanctions; file certified copy with RoC; stamp duty adjudication; appoint date as per order.
• Note: consideration uses set-off of filing fees; no share exchange ratio report required.

AGM Details

• AGM held on 23 September 2026 at 01:00 PM via VC/OAVM.

Resolutions & Voting

• Adoption of audited standalone and consolidated financial statements approved (ordinary).
• Re-appointment of Siddharth Jain as director, retiring by rotation; ordinary; approved.

Director Changes

• Director Siddharth Jain re-appointed; retiring by rotation and eligible for appointment.

Standalone financials

• Revenue from operations ₹368.04 lakh in FY2026, up from ₹331.61 lakh.
• EBITDA ₹204.64 lakh, vs ₹204.07 lakh in FY2025.
• PBT ₹204.42 lakh, up from ₹203.66 lakh.
• PAT ₹163.39 lakh; prior year ₹(3,402.67) lakh.
• Net worth ₹260,560.06 lakh at 31 March 2026.
• Current ratio 1.67x at year-end.
• Operating profit margin 55.60%.
• Net profit margin 44.39%.
• Return on net worth 0.06%.
• Paid-up equity share capital ₹10.985 crore; unchanged.
• Dividend for FY2025-26: not declared.

Consolidated results

• Consolidated revenue ₹396.97 lakh for FY2026.
• Consolidated profit after tax ₹4,501.82 lakh.
• Total comprehensive income for the year ₹4,443.07 lakh.
• Equity share capital unchanged at ₹1,098.50 lakh.

Capital & dividends

• Dividend: no dividend declared for FY2025-26.
• Unpaid dividend ₹18.91 lakh credited to IEPF; 39,992 shares transferred.
• Dematerialisation: NSDL 88.79%, CDSL 10.85%, Physical 0.36%.
• Merger by absorption with INOX Infrastructure planned; NCLT hearing 3 Sep 2026.
• Merger petition admitted 25 Jun 2026; effective upon approvals.

Governance & board

• MD Devendra Kumar Jain passed away on 29 Dec 2025.
• Pavan Kumar Jain appointed Chairman & MD from 12 Feb 2026.
• Sudip Mullick appointed Independent Director 25 Apr 2025; regularized 5 Jun 2025.
• Ishita Jain appointed Additional Director 12 Feb 2026; regularized 27 Mar 2026.
• Vanita Bhargava ceased Independent Director 27 Apr 2025.
• Board size 6: 1 Executive MD, 3 Independent, 2 Non-Executive.
• Non-executive director sittings ₹7.00 lakh; MD remuneration nil.

Subsidiaries & associate

• INOX Infrastructure Limited is 100% owned subsidiary.
• PVR INOX Limited is an associate; holding 16.28%.
• Scheme of Merger by Absorption with INOX Infrastructure approved.

Audits & governance

• Independent Auditor's Report: no reservations; financials are true and fair.
• Secretarial Audit: no qualifications; chairperson attendance noted by management.
• Internal financial controls: adequate and operating effectively; unmodified opinion.

CSR & sustainability

• CSR policy and CSR committee details on company website.
• CSR expenditure ₹1.85 lakh; required ₹1.83 lakh; excess ₹0.02 lakh.
• CSR focus: rural development; no capital assets created.

AGM Details

• AGM date/time: 23 September 2026, 1:00 PM IST, via VC/OAVM.
• Cut-off for e-voting: 15 September 2026.
• E-voting window: 19 Sept 2026 09:00 to 22 Sept 2026 17:00.
• Book closure: No book closure for the year.
• Notice/Annual Report available on company website.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for FY 2025-26.
• Re-appointment of Siddharth Jain as Director (retiring by rotation).
• Postal ballot: Ishita Jain appointed as Non-Executive Director.
• Regularisation of Sudip Mullick as Independent Director.
• Change in designation: Pavan Kumar Jain to Chairman and Managing Director.
• Regularisation of Shashi Kishore Jain for second term as Independent Director.
• Scheme of Merger by Absorption with INOX Infrastructure Limited.

Voting and Results

• Postal ballots conducted; results announced and posted on company website.

Dividend

• No dividend proposed or declared for FY 2025-26.

Director Changes

• MD Devendra Kumar Jain died on 29 Dec 2025.
• Pavan Kumar Jain appointed CMD from 12 Feb 2026 for five years.
• Ishita Jain added as Director on 12 Feb 2026; regularised 27 Mar 2026.
• Vanita Bhargava retired as Independent Director on 27 Apr 2025.
• Sudip Mullick appointed Independent Director on 25 Apr 2025; regularised 5 Jun 2025.

Auditors

• Statutory auditors: M/s Patankar & Associates, Chartered Accountants.
• Secretarial auditor: Dhrumil M. Shah & Co. LLP for FY2025-26.

Related Party Transactions

• INOX Chemicals LLP: Rent paid 2.54 lakhs.
• Pavan Kumar Jain: Royalty paid 1.00 lakh.

Material Approvals

• Merger by absorption with INOX Infrastructure; NCLT hearing scheduled Sept 3, 2026.

Key details

• Gift inter-se transfer among promoters of GFL Limited.
• Exemption: Regulation 10(1)(a)(i) for transfer among immediate relatives.
• Acquirer: promoter group member; Transferor: promoter group member.
• 3,29,55,000 equity shares; 30.00% of diluted share capital.
• Acquisition by gift; no cash consideration.
• Pre-Transaction: Transferor promoter 42.1557%; Acquirer promoter 13.4802%.
• Post-Transaction: Transferor promoter 12.1557%; Acquirer promoter 43.4802%.
• Promoter group composition unchanged; acquirer stake increases to 43.48%.
• Public shareholding remains unchanged.

Transaction details

• Target Company: GFL Limited.
• Disclosing Party: Promoter group of GFL Limited.
• Acquirer names include Siddharth Jain, Pavan Kumar Jain, Ishita Jain, Nayantara Jain.
• Acquirer entities: INOX Chemicals LLP and Siddho Mal Trading LLP.
• Promoter group status: Acquirers are promoters of the target.
• Transaction: Acquisition of shares.
• Mode: Off-market.
• Pre-transaction holding: 4,63,08,012 shares, 42.16%.
• Transaction details: 3,29,55,000 shares acquired, 30.00%, off-market.
• Post-transaction holding: 1,33,53,012 shares, 12.16%.
• Date of transaction: 24/08/2026.
• Equity share capital before/after: Rs. 10,98,00,000.
• Total diluted share capital after: Rs. 10,98,00,000.

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.