DLF Limited has received regulatory approval for a significant corporate restructuring involving its subsidiary companies. The National Company Law Tribunal (NCLT) Chandigarh Bench has approved the company's merger scheme, marking an important step in streamlining its corporate structure.

NCLT Approval Details

The NCLT issued its merger order on 13th February 2026, approving the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The approval encompasses the merger of two transferor companies with DLF Home Developers Limited (DHDL), a wholly-owned material subsidiary of DLF Limited.

Companies Involved in Merger

The merger scheme involves three subsidiary companies of DLF Limited, with two companies being merged into the third:

Transferor Companies (Being Merged):

• Bhamini Real Estate Developers Private Limited (wholly-owned subsidiary)
• DLF Urban Private Limited (wholly-owned material subsidiary)

Transferee Company (Receiving Entity):

• DLF Home Developers Limited (wholly-owned material subsidiary)

Implementation and Effectiveness

The merger order will become effective upon filing the certified copy with the concerned Registrar of Companies. Once this procedural requirement is completed, the transferor companies will stand dissolved without winding up and will cease to be subsidiaries of DLF Limited.

DLF Limited received the intimation regarding the NCLT approval from DHDL on 13th February 2026 at 10:45 hours IST. The company has disclosed this development in compliance with Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Corporate Structure Impact

This merger represents a consolidation of DLF's subsidiary structure, combining three wholly-owned entities into a single operational unit. The dissolution of the two transferor companies will simplify the corporate hierarchy while maintaining operational continuity through DHDL.

The merger order documentation will be available on the NCLT website at https://nclt.gov.in/ for stakeholders seeking detailed information about the approved scheme.

DLF Limited has executed two major sale agreements for its Kolkata properties, marking a significant asset monetization initiative worth ₹669.86 crore. The transactions were formalized on February 3, 2026, under Regulation 30 of the SEBI Listing Regulations, involving the company's IT/ITeS SEZ business and vacant land parcels.

Transaction Structure and Details

The company has entered into two separate agreements with entities forming part of the Srijan Group. The first involves a business transfer agreement with Makalu Builders LLP and Srijan Realty Private Limited for the sale of its IT/ITeS SEZ undertaking valued at 4.1B Rupees. The second comprises an agreement to sell 17.75 acres of vacant land with Gangapurna Projects LLP for 2.60B Rupees.

SEZ Business Performance

The Kolkata IT/ITeS SEZ business being sold generated substantial revenue for DLF during FY 2024-25. The business contributed ₹66.88 crore in turnover, comprising gross rental income of ₹41.74 crore and maintenance & other income of ₹25.14 crore. This represented approximately 1.49% of the company's total turnover during the financial year.

Buyer Information and Transaction Terms

The buyers include Makalu Builders LLP, Srijan Realty Private Limited, and Gangapurna Projects LLP, all subsidiaries of Srijan Realty Private Limited. These entities do not belong to DLF's promoter, promoter group, or group companies and are engaged in the real estate business. The transactions are structured as cash deals and will not result in any change to DLF's shareholding pattern.

Regulatory Compliance and Timeline

Both transactions are subject to fulfillment of certain conditions precedent, including:

• Receipt of relevant regulatory approvals
• Obtaining necessary consents and sanctions
• Completion of requisite adjustments as specified in the definitive documents

The completion of both sales is expected within approximately four months from February 3, 2026, unless timelines are extended as per the agreement terms. The company has confirmed that the SEZ business undertaking does not meet the threshold limits of "Undertaking" under Section 180(1)(a) of the Companies Act, 2013, and Regulation 37A of the SEBI Listing Regulations.

Strategic Rationale

DLF has indicated that the proposed sale is being undertaken as part of the company's business strategy to enhance shareholders' value. The transaction represents a slump sale structure for the SEZ business undertaking, while the land parcel sale follows a conventional agreement to sell format. Both deals are conducted at arm's length and do not constitute related party transactions.