GFL has scheduled its 39th Annual General Meeting (AGM) for September 23, 2026, to transact ordinary business including the adoption of audited financial statements for FY26.

The holding company, which primarily manages investments in PVR INOX Limited and INOX Infrastructure Limited, reported a standalone profit after tax (PAT) of ₹163.4 lakh for the fiscal year ended March 31, 2026. This marks a recovery from a loss of ₹3,402.7 lakh in the preceding year.

Financial Performance

Revenue from operations rose to ₹368.0 lakh in FY26, up from ₹331.6 lakh in FY25. This growth was driven by an increase in fees and commission income, which climbed to ₹264.6 lakh from ₹224.6 lakh. Net gain on fair value changes contributed ₹103.4 lakh to revenue.

The company's operating profit margin stood at 55.6%, down from 61.5% in the prior year, reflecting higher total expenses which rose to ₹163.6 lakh from ₹128.0 lakh. Employee benefit expenses increased to ₹79.4 lakh from ₹66.1 lakh.

Corporate Developments

The Board approved a Scheme of Merger by Absorption for INOX Infrastructure Limited, a wholly owned subsidiary, into GFL. The merger is subject to statutory approvals and is expected to be effective from April 1, 2026. A joint petition was filed with the National Company Law Tribunal (NCLT), Mumbai Bench, which admitted the petition on June 25, 2026.

Board Changes

Mr. Siddharth Jain retires by rotation at the upcoming AGM and offers himself for re-appointment. During the year, Mr. Pavan Kumar Jain was redesignated as Chairman and Managing Director effective February 12, 2026, following the demise of the erstwhile Chairman, Mr. Devendra Kumar Jain, in December 2025.

What the Numbers Show

The turnaround in profitability was driven by operational performance rather than non-recurring items. In FY25, the loss was significantly impacted by a ₹3,558.1 lakh charge due to the remeasurement of deferred tax liabilities following a change in tax rates. The absence of such a large exceptional tax charge in FY26, combined with stable EBITDA, resulted in the return to profit.

GFL Limited promoters increased their aggregate stake to 72.16% following an inter-se transfer of 3,29,55,000 shares on August 24, 2026.

The acquisition was disclosed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The filing, signed by Pavan Kumar Jain, lists the acquirers as Mr. Siddharth Jain, Mr. Pavan Kumar Jain, Ms. Ishita Jain, Ms. Nayantara Jain, M/s INOX Chemicals LLP, and M/s Siddho Mal Trading LLP.

Transaction Details

The promoter group’s holding rose from 4,63,08,012 shares (42.16%) to 7,92,63,012 shares (72.16%). The total equity share capital of the company remained unchanged at ₹10,98,00,000 before and after the transaction.

The disclosure confirms that the acquirers belong to the promoter group. The shares were listed on both the BSE and NSE. No encumbrances or voting rights other than through shares were reported in the pre- or post-transfer holdings.

Regulatory Exemption and Rationale

A subsequent disclosure filed on August 27, 2026, under Regulation 10(6) of the SEBI SAST Regulations provided further details on the transaction structure. The transfer was executed by Mr. Siddharth Jain (acquirer) from Mr. Pavan Kumar Jain (transferor), both existing promoters of the company.

The acquirer relied on the exemption under Regulation 10(1)(a)(i) of the SEBI SAST Regulations, which permits transfers amongst immediate relatives without triggering an open offer obligation. The disclosure confirmed that no consideration was involved as the transfer was made by way of gift.

The proposal for acquisition had been previously disclosed under Regulation 10(5) on August 18, 2026, within the specified regulatory timeline.