Gokaldas Exports equity shareholders have approved the Scheme of Amalgamation of BRFL Textiles Private Limited with the company, advancing a critical corporate restructuring initiative. The special resolution was passed during an equity shareholders' meeting convened by the National Company Law Tribunal (NCLT) Mumbai Bench on July 31, 2026. The approval, secured with overwhelming support, clears the path for the final NCLT sanction required to complete the merger between the apparel exporter and its subsidiary. This consolidation is part of Gokaldas Exports’ broader strategy to streamline its operational structure and enhance efficiency within its textile manufacturing verticals.

The meeting was conducted via Video Conference/Other Audio-Visual Means (VC/OAVM) in compliance with the NCLT order dated May 11, 2026. Harsh Chandrakant Ruparelia, Chartered Accountant (ICAI Membership No. 160171), served as the independent scrutinizer appointed by the Tribunal to oversee the voting process. The voting period for remote e-voting commenced on July 28, 2026, at 9:00 AM IST and concluded on July 30, 2026, at 5:00 PM IST. The record date for determining voting eligibility was July 24, 2026.

Voting Results and Shareholder Support

The resolution received near-unanimous support from both promoter and public shareholders. A total of 5,04,05,445 votes were polled out of 7,32,73,628 outstanding shares held by equity shareholders as on the record date, representing a 68.79% turnout. Of the valid votes cast, 99.95% were in favor of the amalgamation scheme.

Note: The 90.02% figure for Public Institutions reflects the percentage of votes in favor relative to total votes polled in that category, which included 38,25,567 invalid votes due to missing authorizations. However, among valid votes cast, support was 99.94%.

Scrutinizer’s Report and Procedural Compliance

CA Harsh Ruparelia’s consolidated scrutinizer’s report confirmed that the voting process was conducted fairly and transparently in accordance with Section 108 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report highlighted that 38,25,567 votes from two public institutional shareholders were marked as invalid because they failed to provide valid Board Resolutions or Powers of Attorney as authorization documents. Despite this procedural lapse, the votes cast by these entities were technically in favor of the resolution.

The meeting was presided over by Prakash Chandra, Chairman appointed by the NCLT. Key management attendees included Managing Director Sivaramakrishnan Ganapathi, Whole Time Director Prabhat Kumar Singh, and CFO Sathyamurthy A. Gourish Hegde, Company Secretary and Compliance Officer, confirmed that all notices and accompanying documents, including the Statement under Sections 230 to 232 of the Companies Act, 2013, were dispatched to shareholders via Registered Post, Speed Post, email, or courier.

Next Steps in the Restructuring Process

With the shareholder approval secured, Gokaldas Exports must now seek the final sanction from the NCLT Mumbai Bench to give legal effect to the Scheme of Amalgamation. The Board of Directors has been authorized under the resolution to make any necessary modifications or amendments to the scheme as required by the Tribunal or other regulatory authorities. This amalgamation is part of Gokaldas Exports’ broader strategy to streamline its operational structure and enhance efficiency within its textile manufacturing verticals.

SBI Life Insurance Company Limited has increased its shareholding in Gokaldas Exports Limited to 5.08% following an open market acquisition. The disclosure, submitted under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, details the purchase of 3,00,000 equity shares. This transaction represents a significant stake increase in the target company, moving the acquirer's position closer to the substantial acquisition threshold.

The acquisition was executed on June 29, 2026, via the open market mechanism. Prior to this transaction, SBI Life Insurance Company Limited held 34,20,000 shares, which accounted for 4.67% of the total share capital. The purchase of an additional 3,00,000 shares has raised the acquirer's total holding to 37,20,000 shares.

Details of the Acquisition

The filing provides a breakdown of the shareholding structure before and after the transaction. The total equity share capital of Gokaldas Exports Limited remained unchanged at 7,32,47,228 shares. However, the acquirer's percentage stake in the company rose as a result of the new purchase.

Regulatory Disclosures

SBI Life Insurance Company Limited clarified that it does not belong to the promoter or promoter group of Gokaldas Exports Limited. The shares of the target company are listed on the National Stock Exchange of India Ltd and BSE Limited. The total diluted share capital of the target company, assuming full conversion of outstanding convertible securities, stands at 7,74,95,878 shares.