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.

GFL Limited promoter Siddharth Jain has acquired a 30% stake in the company through an inter-se transfer of shares from immediate relative Pavan Kumar Jain. The acquisition involves 3,29,55,000 equity shares and was executed as a gift, meaning no monetary consideration was involved in the transaction.

The share transfer is scheduled to be completed on August 24, 2026. As per the disclosure filed under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the transaction qualifies for an exemption from making an open offer under Regulation 10(1)(a)(i), which covers transfers among immediate relatives.

Shareholding Changes

The transaction significantly alters the individual shareholding patterns of the promoters while keeping the total promoter group holding unchanged. Pavan Kumar Jain’s stake will reduce from 42.16% to 12.16%, whereas Siddharth Jain’s holding will increase from 13.48% to 43.48%.

The total shareholding of the promoter group and persons acting in concert (PACs) remains constant at 7,54,92,611 shares, representing 68.72% of the total share capital. Other key stakeholders within the PAC group include Nayantara Jain (8.52%), INOX Chemicals LLP (2.69%), and Siddho Mal Trading LLP (1.84%).

Regulatory Compliance

Siddharth Jain declared that all conditions specified under Regulation 10(1)(a) regarding the exemption have been duly complied with. The acquirer also confirmed that both the transferor and transferee will comply with applicable disclosure requirements under Chapter V of the Takeover Regulations, 2011.

Since the shares were transferred by way of gift with no consideration involved, the volume-weighted average market price and other pricing benchmarks under Regulation 8 were deemed not applicable for this disclosure.