GFL LIMITED — Major Shareholding Notification 2021

Sep 15, 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 and Mrs. Nayantara Jain, are holding equity shares of GFL Limited as a part of the promoter group of GFL Limited. We are intending to acquire cumulatively, 5.08% equity shares of GFL Limited from Siddhapavan Trading LLP, 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) 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

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

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
2.		Name of the acquirer(s)	Mr. Pavan Kumar Jain1)Mrs. Nayantara Jain2)
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	Siddhapavan Trading LLP
	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 55,76,440equity shares of the TC.
	d.	Total shares to be acquired as % of sharecapital of TC	5.08%
	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)
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 theTC are recorded during such period.	INR 71.26 approx.
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	We (Mr. Pavan Kumar Jain and Mrs. NayantaraJain) hereby declare that the acquisition pricewould not be higher by more than 25% of the pricecomputed in point 6 above.
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.	We (Mr. Pavan Kumar Jain and Mrs. NayantaraJain) hereby declare that the transferor andtransferee have complied and will comply withapplicable disclosure requirements in Chapter V ofthe Takeover Regulations.The aforesaid disclosures made during previous 3years prior to the date of proposed acquisition areannexed herewith as Annexure - A.
10.	Declaration by the acquirer that all the conditionsspecified under Regulation 10(1)(a) with respectto exemptions has been duly compliedexemptions has been duly complied with.			We (Mr. Pavan Kumar Jain and Mr. NayantaraJain) hereby declare that all the conditionsspecified under Regulation 10(1)(a) with respect to
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
	Acquirer (s) and PACs (other than Sellera.(s))
		Acquirer (s)
		Pavan Kumar Jain	20,100	0.02%	30,62,361	2.79
		Nayantara Jain	10,000	0.01%	25,44,179	2.32
	Total		30,100	0.03%	56,06,540	5.11
		PACs [other than Seller (s)]
		Devendra Kumar Jain	20,100	0.02%	20,100	0.02%
		Vivek Kumar Jain	20,100	0.02%	20,100	0.02%
		Siddharth Jain	20,000	0.02%	20,000	0.02%
		Devansh Jain	10,000	0.01%	10,000	0.01%
		Hem Kumari	10,000	0.01%	10,000	0.01%
		Kapoor Chand Jain	10,000	0.01%	10,000	0.01%
		Nandita Jain	10,000	0.01%	10,000	0.01%

	Inox Leasing and Finance Limited	5,81,49,021	52.93%	5,81,49,021	52.93%
	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%
	Devansh Trademart LLP	66,62,360	6.06%	66,62,360	6.06%
	Total	6,98,86,071	63.62%	6,98,86,071	63.62%
b.	Seller(s)
	Siddhapavan Trading LLP	55,76,440	5.08%
	Total	55,76,440	5.08%
	Total	7,54,92,611	68.72%	7,54,92,611	68.72%

$\overset{\prime}{\sim}$ Sondado

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

Inge $\sim$

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

$\overline{\phantom{a}}$

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.	Date	Regulation/s	Sub-Annexure
	01.04.2019	$30(1)$ & (2)	A1
	11.04.2020	$30(1)$ & $(2)$	A2
ີ◡	01.04.2021	$30(1)$ & $(2)$	A3

$\ddot{\phantom{a}}$