GFL Limited received the certified true copy of the final order from the National Company Law Tribunal (NCLT), Mumbai Bench, regarding its scheme of merger with wholly owned subsidiary INOX Infrastructure Limited. The order was pronounced on September 28, 2026, and received by the company on October 15, 2026.

The merger involves the absorption of INOX Infrastructure Limited into GFL Limited. The appointed date for the scheme is April 1, 2026. Since INOX is a wholly owned subsidiary, no new shares will be issued to its shareholders as part of this transaction.

Rationale for consolidation

The management stated that the merger aims to streamline the group structure by removing an intermediate corporate layer. This consolidation is expected to reduce administrative and management costs, as well as minimize the multiplicity of legal and regulatory compliances currently required for separate entities.

Key benefits highlighted in the scheme include:

• Direct control over business operations for GFL shareholders.
• Rationalization of costs through the elimination of duplicate record-keeping.
• Reduction in the number of legal entities within the group.

Share capital restructuring

Upon the scheme becoming effective, the authorized share capital of the transferor company will be combined with that of the transferee company. The authorized share capital of GFL Limited will increase to ₹70 crore, divided into 70 crore equity shares of ₹1 each.

The filing fees and stamp duty already paid by INOX Infrastructure on its authorized share capital will be set off against the fees payable by GFL on the combined capital.

What the numbers show

The merger reflects a strategic simplification of the corporate hierarchy rather than an operational expansion. By absorbing a real estate and property development entity into an investment holding structure, GFL eliminates the need for separate statutory audits, board meetings, and regulatory filings for the subsidiary. The cancellation of inter-company balances and investments upon effectiveness will simplify the consolidated balance sheet, removing internal cross-holdings and presenting a cleaner view of external assets and liabilities.

GFL Limited announced that the National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned the scheme of merger by absorption of its wholly owned subsidiary, INOX Infrastructure Limited, with and into the company. The order was pronounced on September 28, 2026, marking the final regulatory approval for the consolidation.

Merger Structure and Rationale

The scheme involves the transfer of all assets, liabilities, and duties of INOX Infrastructure to GFL. Since INOX is a wholly owned subsidiary, the merger does not involve any share exchange or consideration payment to external shareholders. All equity shares of the transferor company held by GFL will be cancelled without further act or deed.

The management cited several strategic benefits for the amalgamation:

• Removal of an intermediate corporate layer to enable direct control over the subsidiary's business.
• Reduction in administrative and management costs through streamlined operations.
• Elimination of multiplicity of legal and regulatory compliances for separate entities.
• Rationalization of record-keeping and administrative functions at the group level.

Regulatory Compliance and Observations

The NCLT order addressed observations from the Regional Director (RD) regarding compliance with the Companies Act, 2013. The RD noted that no inquiries or investigations were pending against either company and that financial statements were filed up to March 31, 2025. GFL undertook to protect the interests of creditors and employees, stating that the scheme does not envisage any compromise with their rights.

Regarding tax liabilities, the order clarified that all tax obligations, credits, and refunds of INOX Infrastructure as on the appointed date will vest in GFL. Outstanding demands before Income Tax authorities for Assessment Years 2014-15 and 2018-19 remain unaffected, and GFL confirmed that the merger shall not prejudice the department's right to recover dues.

What the Numbers Show

The merger reflects a structural simplification rather than an operational expansion. By absorbing a real estate and property development entity into a holding company engaged in investment distribution, GFL reduces its legal entity count. This consolidation directly addresses the cost-saving rationale highlighted in the petition, aiming to eliminate redundant administrative overheads associated with maintaining a separate listed parent and unlisted subsidiary structure.

Next Steps

GFL is directed to file certified copies of the order with the Registrar of Companies within 30 days. Additionally, the company must submit the order to the Superintendent of Stamps for adjudication of stamp duty within 60 working days. The effective date of the scheme will be determined upon the filing of these certified orders.