Gujarat Fluorochemicals has received No Objection Letters from BSE Limited and National Stock Exchange of India Limited on July 9, 2026, for the Composite Scheme of Arrangement involving Inox Leasing and Finance Limited, Inox Holdings and Investments Limited, and the company. The exchanges issued their observations based on comments from SEBI, dated July 8, 2026, which require specific compliance measures before the scheme is presented to the National Company Law Tribunal (NCLT).

Regulatory Observations and Compliance Requirements

The exchanges, referencing Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, outlined several conditions. The company must ensure the Draft Scheme complies with Regulation 11 of SEBI LODR Regulations. No changes to the scheme are permitted subsequent to filing with the stock exchanges unless mandated by regulators, authorities, or tribunals. The entities involved must disclose all details of ongoing adjudication, recovery proceedings, and enforcement actions against the company, its promoters, or directors before the NCLT and shareholders.

A specific condition requires that Inox Leasing and Finance Limited (ILFL) surrender its NBFC Certificate of Registration to the Reserve Bank of India within fifteen days of the Effective Date of the Scheme. Additionally, the company must prominently disclose a simple explanation of the arrangement, including the fact that mutual fund distribution activities undertaken by ILFL will be transferred to Inox Holdings and Investments Limited (IHIL) upon implementation.

Disclosure Mandates for Shareholders

To ensure public shareholders can make informed decisions, the company must include comprehensive details in the explanatory statement. These include the rationale and objectives of the scheme, a detailed impact on shareholders, and a cost-benefit analysis. The latest financials of Gujarat Fluorochemicals Limited, IHIL, and ILFL, not older than six months from the date of the Stock Exchange NOC, must be hosted on the companies' websites and disclosed in the statement.

Further disclosures required cover promoter-wise and aggregate shareholding before and after the scheme, details of Registered Valuers and Merchant Bankers, and a summary of the methods used to arrive at the Share Exchange Ratio. The company must also disclose the value of assets and liabilities of ILFL being transferred, details of any pending legal proceedings, and conditions imposed by lenders.

Procedural Timelines and Validity

The validity of the Observation Letter is six months from July 9, 2026, within which the scheme must be submitted to the NCLT. The exchanges reserved the right to withdraw their 'No adverse observation' or raise objections if any information submitted is found to be incomplete, incorrect, or misleading. The company is required to disclose the No-Objection Letters on its website within 24 hours of receipt and file a compliance status report on the NEAPS platform.

Gujarat Fluorochemicals Limited announced on June 29, 2026, its strategic intent to expand refrigerant capacity to fully utilize its refrigerant gas entitlement under the Montreal Protocol and the Kigali Amendment. The company aims to capitalize on the growing demand for refrigerants driven by the rising adoption of air-conditioning across India and international markets. This expansion is supported by the company's integrated manufacturing capabilities and established global marketing network.

The planned addition of R134A capacity will strengthen GFL's existing portfolio, which currently comprises R32, R22, R125, and R410A. GFL stated that it possesses all necessary approvals, infrastructure, and compliance mechanisms to fully utilize its designated quota under the Kigali Amendment. The company is positioned to optimize its product mix and address diverse customer requirements through this strategic expansion.

Refrigerant Portfolio

GFL's current and planned product offerings include:

Dr. Bir Kapoor, Deputy Managing Director & CEO of Gujarat Fluorochemicals Limited, highlighted that the expansion is an important step in strengthening the company's refrigerant portfolio. He emphasized that the move will allow GFL to meet growing demand and create sustainable long-term value for customers and stakeholders. The company operates as part of the INOXGFL Group, a multi-billion-dollar Indian conglomerate with interests in chemicals and renewables.

About GFL

Gujarat Fluorochemicals Limited has over 30 years of experience in fluorine chemistry and operates in sectors such as fluoropolymers, specialty chemicals, refrigerants, and bulk chemicals. The company caters to industries including EV, BESS/ESS, AI/ML, data centres, hydrogen, 5G, semiconductors, and solar and renewable energy. GFL operates three manufacturing units in Gujarat and a captive fluorspar mine in Morocco.