GFL Limited has announced a postal ballot notice to seek shareholder approval for significant board changes, including the appointment of a new Non-Executive Director and a key designation change for an existing director.

Board Appointments and Changes

The company is seeking approval for two major resolutions through the postal ballot process. The first involves the appointment of Mrs. Ishita Jain (DIN: 09276232) as a Non-Executive Director, while the second concerns the change in designation of Mr. Pavan Kumar Jain (DIN: 00030098) from Non-Executive Director to Chairman and Managing Director beyond the age of 70 years.

Postal Ballot Timeline

The Board of Directors approved these proposals at their meeting held on February 12, 2026. The postal ballot process follows a structured timeline with specific dates for each phase of the voting process.

Leadership Background

Mr. Pavan Kumar Jain brings extensive experience as a Chemical Engineer from the Indian Institute of Technology, Delhi (1972 batch) with over five decades of industrial experience. As the Founder and Chairman of the INOX Group, he has been instrumental in transforming the organization into one of India's respected conglomerates with presence across industrial gases, cryogenic engineering, and entertainment sectors.

Mrs. Ishita Jain holds a bachelor's degree in Arts from Fergusson College, Pune, and a Diploma in Pre-primary teaching training from Bharatiya Vidya Bhavan, Pune. She currently oversees CSR activities and implements CSR projects for social and local community welfare for the INOX Group.

Voting Process and Compliance

The company has engaged Central Depository Services (India) Limited (CDSL) for providing e-voting facility to all members. Mr. Dhrumil M. Shah, Partner of Dhrumil M. Shah & Co. LLP, has been appointed as the Scrutinizer for conducting the postal ballot and e-voting process.

Shareholders can cast their votes electronically from 09.00 a.m. on February 26, 2026, until 05.00 p.m. on March 27, 2026. The results will be announced within 48 hours of the conclusion of e-voting and communicated to stock exchanges and displayed on the company's website at www.gfllimited.co.in .

Regulatory Compliance

The postal ballot notice has been issued pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The appointment of Mr. Pavan Kumar Jain as Managing Director beyond the age of 70 years requires special resolution approval as per regulatory requirements.

GFL Limited announced its Q3FY26 quarterly results for the quarter ended December 31, 2025, alongside several significant board decisions during its meeting held on February 12, 2026. The company reported steady financial performance while advancing its corporate restructuring strategy through a comprehensive merger scheme with its wholly-owned subsidiary.

Q3FY26 Financial Performance

The company delivered consistent operational performance with total revenue from operations reaching ₹95 lakhs, compared to ₹82 lakhs in the corresponding quarter of the previous year. The revenue comprised fees and commission income of ₹70 lakhs and net gain on fair value changes of ₹25 lakhs.

For the nine months ended December 31, 2025, the company achieved total revenue of ₹279 lakhs against ₹248 lakhs in the previous year, with net profit of ₹138 lakhs compared to a loss of ₹3,438 lakhs in the corresponding period.

Board Leadership Changes

The board approved significant leadership restructuring with the change in designation of Mr. Pavan Kumar Jain from Non-Executive Director to Chairman and Managing Director for a five-year term from February 12, 2026, to February 11, 2031. Additionally, Mrs. Ishita Jain was appointed as a Non-Executive Non-Independent Director.

Merger Scheme Approval

The Board of Directors approved a comprehensive merger scheme involving the absorption of Inox Infrastructure Limited into GFL Limited. The scheme requires multiple regulatory approvals, including consent from the National Company Law Tribunal and statutory approvals from shareholders and creditors.

Financial Snapshot of Entities (as of September 30, 2025)

Committee Reconstitution and Postal Ballot

The board reconstituted various committees, with Ms. Girija Balakrishnan continuing as Chairperson of both the Audit Committee and Corporate Social Responsibility Committee. Mr. Siddharth Jain replaced Mr. Devendra Kumar Jain in both committees effective February 12, 2026.

The company will conduct a postal ballot to obtain shareholder approval for the new appointments and designation changes. The merger will not result in any changes to GFL Limited's shareholding pattern as no new shares will be issued, given that GFL already owns 100% of Inox Infrastructure Limited's equity shares.