The board of directors at Gokaldas Exports Ltd (GEX), a leading garment exporter of India based in Bengaluru, has sanctioned the merger with BRFL Textiles Pvt. Ltd (BTPL) during a meeting held on August 9, 2025. The proposed Scheme of Amalgamation, which seeks to merge BTPL with Gokaldas Exports and affect their respective shareholders, will require necessary regulatory and shareholder approvals under Sections 230 to 232 of the Companies Act, 2013.
Gokaldas Exports previously made a strategic investment in BTPL in June 2024 through optionally convertible debentures, and just recently, the board approved increasing its stake in BTPL to 19%.
The approval of this merger scheme signals the addition of a key player in fabric manufacturing to Gokaldas Exports, which is expected to enhance the company’s supply chain for its product offerings. This strategic move aims to establish a vertically integrated operation that promises to deliver both operational and financial efficiencies.
BTPL holds total assets valued at ₹877.13 crore (approximately $96.48 million) and has a net worth of ₹147.57 crore. For the fiscal year 2025, BTPL reported a turnover of ₹371.42 crore (around $40.86 million). Under the proposed scheme, BTPL shareholders have the option to choose between two alternatives: they can either receive pure equity or a combination of cash and equity from Gokaldas Exports.
Upon receiving the final approval for the merger scheme, BTPL shareholders will have the choice to obtain either 40 fully paid equity shares of GEX, at ₹5 each, for every 3,581 equity shares of ₹10 they hold in BTPL or to opt for 30 fully paid equity shares of GEX (also at ₹5 each) alongside a cash payment of ₹8,952.50 for every 3,581 shares of ₹10 held in BTPL. This, combined with the 19% stake already acquired by GEX, will bring the total cost for BTPL shares to ₹552 crores.
