Date: September 28, 2026

Board Meeting Outcomes

The Hon'ble National Company Law Tribunal, Mumbai Bench has sanctioned the Scheme of Merger by Absorption of INOX Infrastructure Limited (Transferor Company) with and into GFL Limited (Transferee Company) on September 28, 2026. The order was pronounced by Hon'ble Members Shri Anil Raj Chellan (Technical) and Shri K.R. Saji Kumar (Judicial).

Merger Rationale

The Scheme will result in the following benefits:

  • Since INOX Infrastructure Limited is a wholly-owned subsidiary of GFL Limited, the merger will enable shareholders of GFL to exercise direct control over the business of INOX
  • Removal of intermediate corporate layer, saving administrative and management costs
  • Streamlined group structure by reducing number of legal entities
  • Reduction of multiplicity of legal and regulatory compliances
  • Rationalization of cost and time at group level by eliminating multiple record keeping and administrative functions

Consideration Structure

Since INOX Infrastructure Limited is a wholly-owned subsidiary of GFL Limited, all equity shares of INOX held by GFL shall be cancelled and deemed cancelled without any further act or deed. Accordingly, there will be no issue and allotment of shares of GFL to shareholders of INOX, and no other consideration shall be payable. The requirement of obtaining a Share Exchange Ratio Report from a Registered Valuer is not applicable.

Accounting Treatment

The Statutory Auditors of GFL Limited, M/s Patankar & Associates, issued a certificate dated February 12, 2026, certifying that the accounting treatment specified in the Scheme is in conformity with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

Key Dates

  • Appointed Date: April 1, 2026 or such other date as fixed by NCLT
  • Effective Date: The last of the dates on which certified copies of the order are filed with the Registrar of Companies, Maharashtra, Mumbai
  • Order Pronouncement Date: September 28, 2026

Post-Merger Obligations

GFL Limited undertakes to:

  • File certified copy of the Order with concerned Registrar of Companies in e-form INC-28 within 30 days from receipt of certified copy
  • Submit copy of the Order with Scheme to Superintendent of Stamps for adjudication of stamp duty payable within 60 working days
  • Continue all legal proceedings initiated by or against INOX Infrastructure Limited
  • Assume all tax liabilities, obligations, credits, refunds, benefits, and incentives of INOX under Income-tax Act and other applicable tax laws including GST, VAT, excise, customs
  • Comply with all lawful directions of regulatory authorities including Income Tax Department and GST Department

Legal Proceedings

There are no investigation or proceedings instituted or pending under Companies Act, 1956/2013 against the Applicant Companies. No material litigation pending against the Applicant Companies which has bearing on the present Scheme. No winding-up petitions or petitions under Insolvency and Bankruptcy Code, 2016 admitted against any Applicant Company.