GFL LIMITED — M&A Activity 2020

Feb 14, 2020

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

GFL: BRD: 2020

The Secretary BSELimited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001

Scrip code: 500173

14th February, 2020

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

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 New Company (to be incorporated) and their respective shareholders

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

The Board of Directors of GFL Limited, on recommendation of the Audit Committee, has 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 Inox 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 which envisages following:

Part I - Demerger of Renewable Energy Business 1 (as defined in the Scheme) ofinox Renewables Limited, wholly-owned subsidiary into GFL Limited and

• Part II - Demerger of Renewable Energy Business 2 (as defined in the Scheme) of GFL Limited into New Company (to be incorporated).

As a consideration for the Part II of the Scheme, all the Shareholders of GFL Limited will be issued one fully paid-up equity share of INR 1 each in New Company (to be incorporated),

Registered office: Survey No 16/3, 26 & 27, Village Ranjitnagar, Taluka Ghoghamba� Dist · • hmaha/ Telephone: +91 (2678} 248153 Fax: +91 (2678} 248153 .I fti/1', CIN: L24110GJ1987PLC009362 � �J Jli, "{/)"Vi/

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

for every one fully paid-up equity share of INR 1 each held by them in GFL Limited. The newly formed company, therefore, will be a mirror image company of GFL Limited and will be separately listed.

The draft Scheme and related documents shall be filed 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

Registered office: Survey No 16/3, 16 & 17, Village Ranjitnagar, Taluka Ghoghamba, District Panchmaha/ Telephone: +91 (1678} 148153 Fax: +91 {1678} 148153 CIN: L24110GJ1987PLC00936l

((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

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:

No.	Particulars	Descriution
1.	Brief details of thedivision(s) demerged	Renewable Energy Business 1 of Inox Renewables Limited,wholly-owned subsidiary of GFL Limited comprising of thebusiness of generation and sale of wind energy and providingservices for Erection, Procurement and Commissioning (EPC)of wind farms to be demerged into GFL Limited and
		Renewable Energy Business 2 of GFL Limited comprising of thebusiness of generation and sale of wind energy and providingservices for EPC of wind farms vested and transferred pursuantto Pati II of the Scheme including renewable energy businessinterest held through investment into New Company, a whollyowned subsidiary of GFL Limited (to be incorporated).
2.	Turnoverofthedemergeddivisionand as percentage tothe total turnover ofthe listed entity intheimmediatelyprecedingfinancialyear, based on thefinancials of the lastfinancial year.	Annual Turnover of Renewable Energy Business 2 for FY2018-19 is Rs 2258 LakhsPercentage to total turnover of the Company is 8.28%
3.	forRationaledemerger	i. Each of the varied businesses being carried on by GFL, eitherby itself or through its subsidiaries including renewableenergy business have significant potential for growth andprofitability. The nature of risk, competition, challenges,opportunities and business methods for renewable energybusiness is separate and distinct from other businesses beingcarried out by GFL. The renewable energy business and theother businesses of GFL, are capable of attracting a different

Registered office: Survey No 16/3, 26 & 27, Village Ranjitnagar, Taluka Ghoghamba, District Panchmaha/ 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

		set of investors,strategic partners, lenders and other
		stakeholders. There are also differences in the manner in
		which the renewable energy business and other businesses of
		GFL, are required to be handled and managed. In order to
		lend greater/ enhanced focus to the operation of the said
		businesses, it is proposed to re-organize and segregate the
		renewable energy business by way of demerger.
		ii. The proposed segregation would enable unlocking of value
		and creation of additional liquidity for the shareholders of
		GFL, the Second Demerged Company, which is currently
		embedded in the value of renewable energy business.
		"ii. Theproposeddemergerwouldenablepoolingof
		homogenous assets and expertise across the group resulting
		in a business/asset/vertical specific corporate structure for
		bettersynergyrealization,administrativeefficiencies,
		independent collaboration and expansion.
		iv. The proposed demerger would provide better management
		focus and specialization for sustained growth.
		v. The proposed segregation would provide opportunity for
		investors to invest only in the combined renewable energy
		business.
		vi. The proposed segregation would enhance shareholder value
		by creating leaner and focused organizations.
4.	Briefdetailsof	There will be no change in the Shareholding Pattern of Inox
	changein	Renewables Limited.
	entities.	subsidiary of GFL Limited (to be incorporated), New Company
	shareholding pattern(if any)of allthe	Pursuant to the transfer and vesting of Renewable EnergyBusiness 2 of GFL Limited into New Company, a wholly-ownedwill issue shares to the shareholders of GFL Limited as per theshare exchange ratio provided in Point (5) below.

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

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

5.	Incaseofcashconsideration-amount or otherwiseshare exchange ratio	Since Inox Renewables Limited is the wholly-owned subsidiaryof GFL Limited, on transfer and vesting ofits RenewableEnergy Business 1, no shares shall be issued by GFL Limited tothe equity shareholders of Inox Renewables Limited,inconsideration thereof.Upon this Scheme becoming effective and in consideration ofthe Demerger and vesting of Renewable Energy Business 2 ofGFL Limited into New Company, a wholly-owned subsidiary ofGFL Limited (to be incorporated), IWL Limited shall issue andallot to every member of GFL Limited holding fully paid upequity shares in GFL Limited,
		"1 (One) fully paid up equity share of INR 1/-each of NewCompany (to be incorporated) for every 1 (One) fully paidup equity share ofINR 1/-each held in GFL Limited."such that post demerger shareholding of New Company (tobe incorporated) is mirror to the shareholding of GFLLimited.
6.	Whetherlistingwould be sought forthe resulting entity?	New Company, a wholly-owned subsidiary of GFL Limited (tobe incorporated) shall be listed on BSE Limited and NationalStock Exchange of India Limited pursuant to the Schemebecoming effective and subject to the requisite approvals.

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