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.

GFL Limited shareholders approved the audited standalone and consolidated financial statements for the fiscal year ended March 31, 2026, during the company's 39th Annual General Meeting (AGM). The meeting was held on September 23, 2026, through Video Conferencing (VC) and Other Audio Visual Means (OAVM).

The proceedings commenced at 1:00 pm and concluded at 1:10 pm. Mr. Siddharth Jain served as the Chairman of the meeting. Key attendees included Managing Director Mr. Pavan Kumar Jain, Directors Mrs. Ishita Jain and Mr. Shashi Kishore Jain, Independent Director Ms. Girija Balakrishnan, Independent Director Mr. Sudip Mullick, and Chief Financial Officer Mr. Dhiren Asher.

Resolutions passed

Two ordinary resolutions were proposed for member approval via remote e-voting and e-voting during the AGM. The detailed voting results were declared on September 24, 2026, confirming that both items were passed with the requisite majority.

Voting participation details

The AGM saw participation from 58 shareholders out of a total record date count of 29,841. All participants attended via video conferencing, with no in-person or proxy attendance recorded. The breakdown of attendees by category is as follows:

Meeting logistics and voting

Remote e-voting facilities were active from September 19, 2026, at 9:00 am until September 22, 2026, at 5:00 pm. Members attending the virtual meeting could also cast votes during the session, with the facility remaining open for 15 minutes after the meeting's conclusion. The live webcast was provided through the CDSL e-voting platform.

No questions or comments were raised during the meeting as registered speaker shareholders did not attend. Detailed voting results, along with the Scrutinizer's Report, are scheduled to be displayed on the company website, CDSL website, and stock exchange websites within two working days of the meeting's conclusion.