Jindal Poly Films Limited (JPFL), a leading manufacturer in the films and packaging sector, announced on 14th August 2025 that its Board of Directors has approved a Scheme of Arrangement to demerge its Nonwoven Fabrics Business division into Global Nonwovens Limited (Resulting Company). The move, structured under Sections 230–232 and Section 66 of the Companies Act, 2013, aims to strategically reorganize operations, enhance focus on the nonwoven business, and unlock shareholder value through a more streamlined corporate structure.

The demerged Nonwoven Fabrics division accounted for a turnover of ₹671.23 crore in FY25, representing approximately 60% of JPFL’s total revenue, demonstrating the significance of this segment within the company’s overall operations. By demerging, JPFL seeks scalability, better financial flexibility, and improved operational efficiency, aligning with global industry practices and providing shareholders with the potential for higher long-term returns.

Under the terms of the Scheme of Arrangement, shareholders of JPFL will receive equity shares of Global Nonwovens Limited in a 4:1 ratio — that is, for every 4 fully paid-up equity shares held in JPFL, shareholders will receive 1 fully paid-up share of Global Nonwovens. This ensures a mirror image of the shareholding pattern between JPFL and Global Nonwovens, safeguarding the interests of all shareholders. No cash consideration is involved in the demerger.

Shareholding Impact:

• JPFL (Demerged Company): No change in shareholding pattern.

• Global Nonwovens (Resulting Company): Pre-scheme equity held by JPFL and its nominees will be cancelled and extinguished, followed by allotment to JPFL shareholders maintaining a mirror structure.

Listing Plans:
Once the Scheme becomes effective, Global Nonwovens Limited will seek listing of its equity shares on both BSE Limited and National Stock Exchange of India Limited (NSE) in accordance with applicable regulations. This listing will provide liquidity to shareholders and enhance market visibility for the demerged entity.

Strategic Rationale:
The demerger is intended to:

1. Unlock shareholder value by creating a focused company solely dedicated to the Nonwoven Fabrics segment.

2. Enable operational efficiency through a streamlined organizational structure.

3. Provide financial flexibility for both the Demerged and Resulting Company to pursue growth opportunities independently.

The Scheme of Arrangement reflects JPFL’s commitment to corporate governance, transparency, and long-term value creation for shareholders. Detailed disclosures regarding the demerger, including the rationale, shareholding impact, and listing plans, are available on the company website www.jindalpoly.com and on the BSE and NSE portals.

This strategic move positions Global Nonwovens Limited as a focused, scalable entity capable of leveraging market opportunities in the nonwoven fabrics industry, while JPFL continues its core operations in films and packaging, maintaining strong financial performance and operational excellence.

The demerger is expected to enhance shareholder value, improve transparency, and create a platform for sustainable growth, making it a significant development for investors and stakeholders in both companies.

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