GFL LIMITED — Major Shareholding Notification 2021

Sep 15, 2021

Date: 15th September, 2021

To.	To.
National Stock Exchange of India Limited	BSE Limited
Exchange Plaza,	Phiroze Jeejeebhoy Towers,
Plot No. C/1, G Block,	Dalal Street,
Bandra Kurla Complex.	Mumbai - 400 001
Bandra (East), Mumbai - 400 051
NSE Scrip Code: GFLLIMITED	BSE Scrip Code: 500173

Dear Sirs.

Subject: Intimation under Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

Target Company: GFL Limited

We, Mr. Pavan Kumar Jain, Mr. Siddharth Jain, Mrs. Nayantara Jain, Mr. Vivek Kumar Jain, Mrs. Nandita Jain and Mr. Devansh Jain are holding equity shares of GFL Limited as a part of the promoter group of GFL Limited. We are intending to acquire cumulatively, 52.93% equity shares of GFL Limited from Inox Leasing and Finance Limited, a part of promoter group of GFL Limited, by way of 'inter-se' transfer, which will amount to direct acquisition of equity shares of GFL Limited under Regulation 3 of the Takeover Regulations. The proposed acquisition is pursuant to inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(ii) and also Regulation 10(1)(a)(iii) of Takeover Regulations.

The Form as prescribed under Regulation 10(5) of the Takeovers Regulations as amended by SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2016/52 dated May 2, 2016 setting out the details of the proposed direct acquisition of shares of GFL Limited by way of inter-se transfer is enclosed herewith.

Kindly take the information on record.

Thanking you,

Yours faithfully,

Mr. Pavan Kumar Jain (Acquirer) Mr. Siddharth Jain (POA Holder for Mr. Pavan Kumar Jain) Date: 15th September, 2021 Place: Mumbai

Mr. Siddharth Jain (Acquirer) Date: 15th September, 2021 Place: Mumbai

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Mr. Vivek Kumar Jain (Acquirer)Date: 15th September, 2021Place: New Delhi

Mr. Devansk Jain (Acquirer)Date: 159 September, 2021Place: New Delhi

Mrs. Nayantara Jain (Acquirer) Mr. Siddharth Jain (POA Holder for Mrs. Nayantara Jain) Date: 15th September, 2021 Place: Mumbai

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Mrs. Nandita Jain (Acquirer)Date: 15th September, 2021 Place: New Delhi

Format for Disclosures under Regulation 10(5) - Intimation to Stock Exchanges in respect of acquisition under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011

1.		Name of the Target Company (TC)	GFL Limited
$\overline{2}$ .		Name of the acquirer(s)	Mr. Pavan Kumar Jain1)Mr. Siddharth Jain2)Mr. Vivek Kumar Jain3)Mr. Devansh Jain4)Mrs. Nayantara Jain5)Mrs. Nandita Jain6)
3.		Whether the acquirer(s) is/are promoters of theTC prior to the transaction. If not, nature ofrelationship or association with the TC or itspromoters	Yes
4.		Details of the proposed acquisition
	a.	Name of the person(s) from whom sharesare to be acquired	Inox Leasing and Finance Limited
	b.	Proposed date of the acquisition	On or after 22 nd September, 2021
	C.	Number of shares to be acquired fromeach person mentioned in 4(a) above	The Acquirer(s) will directly acquire 5,81,49,021equity shares of the TC.
	d.	Total shares to be acquired as % of sharecapital of TC	52.93%
	е.	Price at which shares are proposed to beacquired	The shares will be acquired at ruling market priceas on the date of acquisition subject to(a) permissible variance for execution of trade(s)
			pursuant to block deal, and
			(b) to the limits provided in proviso to Regulation10(1)(a) of SEBI SAST Regulations, to the extentapplicable.
	f.	Rationale, if any, for the proposed transfer	Inter-se transfer of shares pursuant to internalrestructuring of shareholding within promoter andpromoter group
5.		Relevant sub-clause of regulation 10(1)(a) underwhich the acquirer is exempted from makingopen offer	10(1)(a)(ii) and 10(1)(a)(iii)
6.		If frequently traded, volume-weighted averagemarket price for a period of 60 trading dayspreceding the date of issuance of this notice astraded on the stock exchange where themaximum volume of trading in the shares of the	INR 71.26 approx.۰
		TC are recorded during such period.

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7.		If in-frequently traded, the price as determined interms of clause (e) of sub-regulation (2) ofregulation 8.	N.A.
8.		Declaration by the acquirer, that the acquisitionprice would not be higher by more than 25% ofthe price computed in point 6 or point 7 asapplicable	above.		We (Mr. Pavan Kumar Jain, Mr. Siddharth Jain, Mr.Vivek Kumar Jain, Mrs. Nayantara Jain, Mrs.Nandita Jain and Mr. Devansh Jain) hereby declarethat the acquisition price would not be higher bymore than 25% of the price computed in point 6
9.		i. Declaration by the acquirer that the transferorand transferee have complied (during 3 yearsprior to the date of proposed acquisition) / willcomply with applicable disclosure requirementsin Chapter V of the Takeover Regulations, 2011(corresponding provisions of the repealedTakeover Regulations, 1997)ii. The aforesaid disclosures made duringprevious 3 years prior to the date of proposedacquisition to be furnished.	Regulations.annexed herewith as Annexure - A		We (Mr. Pavan Kumar Jain, Mr. Siddharth Jain, Mr.Vivek Kumar Jain, Mrs. Nayantara Jain, Mrs.Nandita Jain and Mr. Devansh Jain) hereby declarethat the transferor and transferee have compliedand will comply with applicable disclosurerequirements in Chapter V of the TakeoverThe aforesaid disclosures made during previous 3years prior to the date of proposed acquisition are
10.		Declaration by the acquirer that all the conditionsspecified under Regulation 10(1)(a) with respectto exemptions has been duly complied	complied with.		We (Mr. Pavan Kumar Jain, Mr. Siddharth Jain, Mr.Vivek Kumar Jain, Mrs. Nayantara Jain, Mrs.Nandita Jain and Mr. Devansh Jain) hereby declarethat all the conditions specified under Regulation10(1)(a) with respect to exemptions has been duly
11.		Shareholding Details	Before the proposedtransaction		After the proposedtransaction
			No. ofshares/voting rights	% w.r.ttotalsharecapitalof TC	No. ofshares/voting rights	% w.r.ttotalsharecapitalof TC
	a.	Acquirer (s) and PACs (other than Seller(s)
		Acquirer (s)
		Pavan Kumar Jain	20,100	0.02%	71,67,416	6.53%
		Siddharth Jain	20,000	0.02%	1,48,07,953	13.48%
		Vivek Kumar Jain	20,100	0.02%	83,64,119	7.62%
۰		Devansh Jain	10,000	0.01%	1,45,49,436	13.25%
		Nayantara Jain	10,000	0.01%	68,27,877	6.22%
		Nandita Jain	10,000	0.01%	65,22,420	5.94%
		Sub-total	90,200	0.09%	5,82,39,221	53.04%

	PACs [other than Seller (s)]
	Devendra Kumar Jain	20,100	0.02%	20,100	0.02%
	Hem Kumari	10,000	0.01%	10,000	0.01%
	Kapoor Chand Jain	10,000	0.01%	10,000	0.01%
	Devansh Trademart LLP	66,62,360	6.06%	66,62,360	6.06%
	Siddhapavan Trading LLP	55,76,440	5.08%	55,76,440	5.08%
	Inox Chemicals LLP	29,55,230	2.69%	29,55,230	2.69%
	Siddho Mal Trading LLP	20,19,260	1.84%	20,19,260	1.84%
	Sub-total	1,72,53,390	15.71%	1,72,53,390	15.71%
b.	Seller(s)
	Inox Leasing and Finance Limited	5,81,49,021	52.93%	$\overline{\phantom{m}}$
	Sub-total	5,81,49,021	52.93%	$\blacksquare$
	Total	7,54,92,611	68.72%	7,54,92,611	68.72%

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Mr. Pavan Kumar Jain (Acquirer) Mr. Siddharth Jain (POA Holder for Mr. Pavan Kumar Jain)Date: 15th September, 2021 Place: Mumbai

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Mr. Siddharth Jain Mil. Siddiret(Acquirer)Date: 15th September, 2021Place: Mumbai

Mr. Vivek Kumar Jain (Acquirer)Date: 15th September, 2021Place: New Delhi

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$216$ ¢

Mr. Devansh Jain Mr. Devansition(Acquirer)Dafe: 15th September, 2021Place: New Delhi

Mrs. Nayantara Jain(Acquirer)Mr. Siddharth Jain (POA Holder for Mrs. Nayantara Jain)Date: 15th September, 2021Place: Mumbai

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Mrs. Nandita Jain Mis. National Sam(Acquirer)Date: 15th September, 2021Place: New Delhi

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GFL Limited

The details regarding date and regulations under which disclosures were made during previous 3 years prior to the date of proposed acquisition pursuant to Chapter V of the Takeover Regulations, 2011 (corresponding provisions of the repealed Takeover Regulations, 1997) are as under:

Sr. No.	vate	Regulation/s	Sub-Annexure
	01.04.2019	$30(1)$ & (2)	A
	11.04.2020	$30(1)$ & $(2)$	A2
	01.04.2021	$30(1)$ & (2)	A3