GFL LIMITED — Major Shareholding Notification 2021

Nov 9, 2021

Date: 9[th] November, 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: Report under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”)

Target Company: GFL Limited

I, Mr. Pavan Kumar Jain am holding equity shares of GFL Limited as a part of the promoter group of GFL Limited. I have acquired cumulatively, 32.86% equity shares of GFL Limited from Mr. Vivek Kumar Jain, a part of promoter group of GFL Limited, by way of ‘inter-se’ transfer, which amounts to direct acquisition of equity shares of GFL Limited under Regulation 3 of the Takeover Regulations. The direct acquisition of equity shares of GFL Limited was pursuant to inter-se transfer of shares amongst qualifying persons as specified in Regulation 10(1)(a)(i) and also Regulation 10(1)(a)(ii) of Takeover Regulations.

The Report as prescribed under Regulation 10(6) of the Takeover 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 said direct acquisition of equity shares of GFL Limited by way of inter-se transfer is enclosed herewith.

The necessary intimation under Regulation 10(5) of the Takeover Regulations for the said direct acquisition, in the prescribed format, has already been submitted vide letter dated 28[th] October, 2021.

Kindly take the information on record.

Thanking you,

Yours faithfully, Pavan Kumar Digitally signed by Pavan Kumar Jain Jain Date: 2021.11.09 10:49:38 +05'30' Mr. Pavan Kumar Jain

Encl.: As above.

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Format for Disclosures under Regulation 10(6) –Report to Stock Exchanges in respect of any acquisition made in reliance upon exemption provided for in Regulation 10 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1.	Name of the Target Company (TC)	Name of the Target Company (TC)	GFL Limited	GFL Limited
2.	Name of the acquirer (s)		Mr. Pavan Kumar Jain
3.	Name of the stock exchange where shares of the TC are listed		BSE Ltd. (BSE) & National Stock Exchange of India Ltd. (NSE)
4.	Details of the transaction including rationale, if any, for the transfer/ acquisition of shares.		This was a direct acquisition of equity shares of GFL Limited by the acquirer pursuant to family settlement between some of the promoters and promoter group to align the ultimate ownership with the management of the Target Company
5.	Relevant regulation under which the acquirer is exempted from making open offer.		10(1)(a)(i) and 10(1)(a)(ii)
6.	Whether disclosure of proposed acquisition was required to be made under regulation 10 (5) and if so, - whether disclosure was made and whether it was made within the timeline specified under the regulations. - date of filing with the stock exchange.		Yes 28thOctober, 2021
7.	Details of acquisition		Disclosures required to be made under regulation 10(5)	Whether the disclosures under regulation 10(5) are actually made
	a.	Name of the transferor / seller	Mr. Vivek Kumar Jain	Yes
	b.	Date of acquisition	8thNovember, 2021
	c.	Number of shares/ voting rights in respect of the acquisitions from each person mentioned in 7(a) above	3,60,98,335

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	d.	Total shares actually acquired as a % of diluted share capital of TC	32.86%	32.86%
	e.	Price at which shares are actually acquired	Nil, as transfer of equity shares of GFL Limited was by way of inter-se transfer, without monetary consideration through off market transaction
8.	Shareholding details		Pre-Transaction		Post-Transaction
			No. of equity shares held	% w.r.t total equity share capital of TC	No. of equity shares held	% w.r.t total equity share capital of TC
	a.	Each Acquirer/Transferee
		Acquirer (s)
		Pavan KumarJain	1,02,09,677	9.30%	4,63,08,012	42.15%
		**Sub Total **	1,02,09,677	9.30%	4,63,08,012	42.15%
		PACs [other than Seller (s)]
		DevendraKumarJain	20,100	0.02%	20,100	0.02%
		SiddharthJain	1,48,07,953	13.48%	1,48,07,953	13.48%
		Hem Kumari	10,000	0.01%	10,000	0.01%
		KapoorChand Jain	10,000	0.01%	10,000	0.01%
		Nayantara Jain	93,62,056	8.53%	93,62,056	8.53%
		InoxChemicalsLLP	29,55,230	2.69%	29,55,230	2.69%
		SiddhoMal TradingLLP	20,19,260	1.84%	20,19,260	1.84%
		**Total **	2,91,84,599	26.56%	2,91,84,599	26.56%
	b.	**Each Seller/Transferor **
		Vivek Kumar Jain	3,60,98,335	32.86%	-	-
		Total	3,60,98,335	32.86%	-	-
		Total	7,54,92,611	68.72%	7,54,92,611	68.72%

Pavan Digitally signed by Pavan Kumar Kumar Jain Date: 2021.11.09 Jain 10:50:08 +05'30'

Mr. Pavan Kumar Jain (Acquirer) Date: 9[th] November, 2021 Place: Mumbai

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