GFL LIMITED — M&A Activity 2020

Mar 13, 2020

((Earlier known as Gujarat Fluorochemicals Limited) ABS Towers, 2nd Floor, Old Padra Road, Vadodara 390 007 Telephone: +91 (265) 6198111 Fax : +91 (265) 2310 312

GFL: BRD: 2020

13th March, 2020

The Secretary The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001

National Stock Exchange of India Limited Exchange Plaza, Sandra Kurla Complex Sandra (E), Mumbai 400 051

Scrip code: 500173 Scrip Code: GFLLIMITED

Dear Sir(s)/ Ma'am,

• Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
• Ref: Composite Scheme of Arrangement between lnox Renewables Limited and GFL Limited and lnox Wind Energy Limited and their respective shareholders

With reference to captioned matter, we would like to hereby inform as under:

1. Modification of Composite Scheme of Arrangement between lnox Renewables Limited and GFL Limited and lnox Wind Energy Limited and their respective shareholders

We refer to our earlier intimation letter dated 14th February, 2020 informing you about the decision taken at the Meeting of the Board held on 14th February, 2020 approving the proposed Composite Scheme of Arrangement between lnox Renewables Limited, GFL Limited and New Company (to be incorporated),, and their respective shareholders, under Section 230-232 read with Section 52 and Section 66 of the Companies Act, 2013 and rules framed thereunder subject to all requisite statutory approvals for the same.

Considering strategic and business aspects, the Board of Directors ('Board') of the Company considered it appropriate to modify the said scheme, and amalgamate lnox Renewables Limited (wholly owned subsidiary of the Company) into GFL Limited (rather than Demerger of Renewable Energy Business 1 of lnox Renewables Limited as specified in the earlier Scheme of Arrangement which was approved by the Board on 14th February, 2020). In this regard, the Board has considered and approved, the modification of the earlier Scheme of Arrangement approved on 14th February 2020 and in place thereof, approved the proposed Scheme, more particularly elaborated in Point 2 below.

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Registered office: Survey No 16/ 3, 26 & 27, Village Ranjitnagar, Ta/uka Ghaghamba, District Panchmahal Telephone: +91 {2678) 248153 Fax: +91 {2678) 248153 CIN: L24110GJ1987PLC009362

((Earlier known as Gujarat Fluorochemicals Limited) ABS Towets, 2nd Floor, Old Padra Road, Vadodara 390 007 Telephone: +91 (265) 6198111 Fax: +91 (265) 2310 312

2. Approval to the new proposed Composite Scheme of Arrangement between lnox Renewables Limited and GFL Limited and lnox Wind Energy Limited and their respective shareholders

The Board of Directors of GFL Limited at its Meeting held on 13th March 2020, on recommendation of the Audit Committee have, by way of a resolution, considered and approved subject to the approval of its shareholders and other Regulatory approvals, as may be required, including those of Stock Exchanges, SEBI and National Company Law Board Tribunal, a Composite Scheme of Arrangement ("the Scheme") between lnox Renewables Limited, GFL Limited and lnox Wind Energy Limited, and their respective shareholders, under Section 230- 232 read with Section 52 and Section 66 of the Companies Act, 2013 and rules framed thereunder which envisages following:

• Part A Amalgamation of lnox Renewables Limited, wholly-owned subsidiary of GFL Limited, into GFL Limited and
• Part B Demerger of Demerged Undertaking (comprising of Renewable Energy Business as more particularly defined in the Scheme) of GFL Limited into lnox Wind Energy Limited.

As a consideration for Part II, all the shareholders of GFL Limited will be issued one fully paidup equity share of INR 10 each in lnox Wind Energy Limited, for every ten fully paid-up equity share of INR 1 each held by them in GFL Limited. The shareholding of lnox Wind Energy Limited, therefore, will be identical to the shareholding of GFL Limited and lnox Wind Energy Limited will be separately listed.

The draft Scheme and related documents shall be fi led with the Stock Exchanges as per provisions of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations. 2015.

We request you to please take the above on record.

Thanking You Yours faithfully,

For GFL Limited (Earlier known as Gujarat Fluorochemicals Limited)

fl51/YW Bhavin Desai

Authorized Signatory Registered office: Survey No 16/3, 26 & 27, Vi/loge Ranjitnagar, Taluka Ghoghamba, District Panchmahal Telephone: +91 {2678) 248153 Fax: +91 {2678} 248153 CIN: L24110GJ1987PLC009362

((Earlier known as Gujarat Fluorochemicals Limited) ABS Towers, 2nd Floor, Old Padra Road, Yadodara 390 007 Telephone: +91 (265) 6198111 Fax: +91 (265) 2310 312

The information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with SEBI Circular no. CFD/DIL3/CIR/2017/21 dated 10th March 2017 is as follows:

For Part A: Amalgamation

No.	Particulars	Description
1.	Name of the entity(ies)	lnox Renewables Limited ('Transferor Company')
	formingpartof the	and
	amalgamation/merger,	GFL Limited ('First Transferee Company')
	details in brief such as,	The entire issued, subscribed and paid up of lnox Renewables Limited
	size, turnover etc.	is directly held by GFL Limited.
		The details of the assets and turnover of the entity involved are given
		as under:
		Entity	Total	Total
			Assetsas	TurnoverI
			31 stat	Revenue for
			December	thenine
			2019(In	months
			Lakhs)	31 stended
				December
				2019(In
				Lakhs)
		lnox Renewables Limited
			51 ,794.75	898.88(Including
				other income)
		GFL Limited
			1,20,034.08	3,992.46(Including
				other income)
	Whetherthe	No. The proposed amalgamation shall not be treated as a related party
	transaction would fall	transactions in terms of General Circular No. 30/2014 dated 17th July,
	withinrelatedparty	2014 issued by the Ministry of Corporate Affairs. Further, as per the
	transactions?If yes,	regulation 23(5)(b) of the SEBI (Listing Obligations and Disclosure
	whether the same is	Requirements) Regulations, 2015, the related party transaction
	done at "arms length"	~provisions are not applicable to the proposed amalgamation.

Registered office: Survey No Telep 16/3, hone 26 : +91 & 27, (2678) Village 248 Ra 153 njitnag Fax: a +91 r, Tal (2678) uka Ghoghamba, 248153 CIN: L24110GJ1987PLC009362

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((Earlier known as Gujarat Fluorochemicals Limited) ABS Towers, 2nd Floor, Old Padra Road, Vadodara 390 007 Telephone: +91 {265) 6198111 Fax: +91 {265) 2310 312

3.	Area of business of the	lnox Renewables Limited is currently engaged in the business of
	entities	generation and sale of wind energy and providing services for Erection,
		Procurement and Commissioning (EPC) of wind farms.
		GFL Limited holds strategic business interest in leisure, infrastructure
		and renewables.
4.	Rationalefor	i. Each of the varied businesses being carried on by GFL, the First
	amalgamation/ merger	Transferee Company /Demerged Company either by itself or
		through its subsidiaries including renewable energy business have
		significant potential for growth and profitability. The nature of risk,
		competition, challenges, opportunities and business methods for
		renewable energy business is separate and distinct from other
		businesses being carried out by GFL, the First Transferee Company
		/Demerged Company. The renewable energy business and the
		other businesses of GFL, the First Transferee Company /Demerged
		Company are capable of attracting a different set of investors,
		strategic partners, lenders and other stakeholders.
		ii. There are also differences in the manner in which the renewable
		energy business and other businesses of GFL, the First Transferee
		Company /Demerged Company are required to be handled and
		managed. In order to lend greater/enhanced focus to the operation
		of each of the said businesses, it is proposed to re-organize and
		segregate therenewableenergybusinessbywayof anarrangement.
		iii. The proposed arrangement would enable consolidation of same line
		of businesses into new wind company which will result in unlocking
		of value and creation of additional liquidity for the shareholders of
		GFL, the Demerged Company, which is currently embedded in the
		value of renewable energy business.
		iv. The proposed arrangement would enable pooling of homogenous
		assetsandexpertiseacrossthegroupresultingina
		business/asseUverticalspecific corporatestructure for better
		synergyrealization,administrativeefficiencies,independent
		collaboration and expansion.~

Registered office: Survey No 16/3, 26 & 27, Village Ranjitnagar, Taluka Ghoghamba, District Panchmahal Telephone: +91 {2678) 248153 Fax: +91 {2678) 248153 CIN: L24110GJ1987PLC009362

((Earlier known as Gujarat Fluorochemicals Limited) ABS Towers, 2nd Floor, Old Padra Road, Vadodara 390 007 Telephone: +91 (265) 6198111 Fax : +91 (265) 2310 312

		v. The proposed arrangement would provide better managementfocus and specialization for sustained growth.vi. The proposed arrangement would provide opportunity for investorsto invest only in the combined renewable energy business.vii. The proposed arrangement would enhance shareholder value bycreating leaner and focused organizations.
5.	ofcasecashIn-considerationor otherwiseamountshare exchange ratio	As the Transferor Company is a wholly owned subsidiary company ofthe First Transferee Company, upon the Scheme becoming effective,no shares will be issued/allotted under the Scheme by the FirstTransferee Company to the Transferor Company.
6.	Brief details of changein shareholding pattern(if any) of listed entity	There will be no change in shareholding pattern of First TransfereeCompany as no shares are being issued by the Transferee Companypursuant to the Scheme.

For Part B: Demerger

No.	Particulars	Description
1.	Brief details ofthe	Demerged Undertaking means all the business, activities, properties,
	division(s) demerged	investments, assets and liabilities, of whatsoever nature and kind and
		wheresoever situated, pertaining to the Renewable Energy Business
		of GFL Limited comprising of the business of generation and sale of
		wind energy, providing services for EPC and operation & maintenance
		of wind farms, manufacturing of wind turbine generators, and such
		similar activities (more particularly defined in the Scheme).
2.	theofTurnover	Annual Turnover of Demerged Undertaking for FY 2018-19 is INR
	demerged division and	2,258.00 Lakhs (Annual turnover of GFL for FY 2018-19 is INR
	as percentage to the	2,73,054.85 Lakhs)
	total turnover ofthe
	entityinthelisted	Percentage to total turnover of the Company is 0.83%
	immediately preceding
	year, basedfinancial
	on the financials of the
	last financial year.
3.	Rationale for demerger	Each of the varied businesses being carried on by GFL, the Firsti.
		~Transferee Company /Demerged Company either by itself or

Registered office: Survey No Telephone 16/3, 26 : +91 & 27 (2678) , Village 248153 Ranjitnagar Fax: +91 , Taluka (2678) Ghoghamba, 248153 CIN: l24110G11987PLC009362

((Earlier known as Gujarat Fluorochemicals Limited) ABS Towers, 2nd Floor, Old Padra Road, Vadodara 390 007 Telephone: +91 (265) 6198111 Fax : +91 (265) 2310 312

in shareholding pattern	~Limited into lnox Wind Energy Limited,
Brief details of change4.	vii. The proposed arrangement would enhance shareholder value bycreating leaner and focused organizations.Pursuant to the transfer and vesting of Oemerged Undertaking of GFL
	focus and specialization for sustained growth.vi. The proposed arrangement would provide opportunity for investorsto invest only in the combined renewable energy business.
	collaboration and expansion.v. The proposed arrangement would provide better management
	iv. The proposed arrangement would enable pooling of homogenousassetsandexpertiseacrossthegroupresultinginabusiness/asseUverticalspecific corporatestructure for bettersynergyrealization,administrativeefficiencies,independent
	iii. The proposed arrangement would enable consolidation of same lineof businesses into new wind company which will result in unlockingof value and creation of additional liquidity for the shareholders ofGFL, the Demerged Company, which is currently embedded in thevalue of renewable energy business.
	strategic partners, lenders and other stakeholders.ii. There are also differences in the manner in which the renewableenergy business and other businesses of GFL, the First TransfereeCompany /Oemerged Company are required to be handled andmanaged. In order to lend greater/enhanced focus to the operationof each of the said businesses, it is proposed to re-organize andsegregatetherenewableenergybusinessbywayof anarrangement.
	through its subsidiaries including renewable energy business havesignificant potential for growth and profitability. The nature of risk,competition, challenges, opportunities and business methods forrenewable energy business is separate and distinct from otherbusinesses being carried out by GFL, the First Transferee Company/Demerged Company. The renewable energy business and theother businesses of GFL, the First Transferee Company /DemergedCompany are capable of attracting a different set of investors,

Registered office: Survey No 16/3, 26 & 27, Village Ranjitnagar, Taluka Ghoghamba, District Panchmahal Telephone: +91 {2678) 248153 Fax: +91 {2678} 248153 CIN: l24110GJ1987PLC009362

((Earlier known as Gujarat Fluorochemicals Limited) ABS Towers, 2nd Floor, Old Padra Road, Vadodara 390 007 Telephone: +91 (265) 6198111 Fax : +91 (265) 2310 312

	of(ifany)alltheentities.	(a) There will be no change in the shareholding of GFL Limitedand;(b) lnox Wind Energy Limited will issue shares to the shareholdersof GFL Limited as per the share exchange ratio provided inPoint (5) below.
5.	caseofcashIn-considerationamount or otherwiseshare exchange ratio	Upon this Scheme becoming effective and in consideration of theDemerger and vesting of Demerged Undertaking of GFL Limited intolnox Wind Energy Limited, a wholly-owned subsidiary of GFL Limited,lnox Wind Energy Limited shall issue and allot to every member of GFLLimited holding fully paid up equity shares in GFL Limited,•1 (One) fully paid up equity share of INR 10/- each of lnox WindEnergy Limited for every 10 (Ten) fully paid up equity shares ofINR 1/- each held in GFL Limited."such that post demerger shareholding of lnox Wind Energy Limitedis identical to the shareholding of GFL Limited.
6.	Whether listing wouldbesoughtfortheresulting entity?	lnox Wind Energy Limited shall be listed on BSE Limited and NationalStock Exchange of India Limited pursuant to the Scheme becomingeffective and subject to the requisite approvals.

Thanking you,

Yours faithfully,

For GFL Limited

Bhavin Desai Authorized Signatory

Registered office: Survey No 16/3, 26 & 27, Village Ranjitnagar, Taluka Ghoghamba, District Panchmaha/ Telephone: +91 (2678) 248153 Fax: +91 {2678) 248153 CIN: L24110GJ1987PLC009362