SRF Ltd. — Capital/Financing Update 2020

Oct 16, 2020

October 16, 2020

	National Stock Exchange of India Limited Exchange Plaza, C-1, Block – G Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 Stock code:SRF	BSE Limited Corporate Relationship Deptt. PJ Towers, 25thFloor, Dalal Street, Mumbai – 400 001 Stock Code:503806

• Re: Qualified institutions placement of equity shares of face value of ₹ 10 each (the “Equity Shares”) by SRF Limited (“Company”) to qualified institutional buyers (the “QIP”) under the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and Companies Act, 2013 (including the rules made thereunder)

Sub: Outcome of the meeting of the QIP Committee

Dear Sir,

Further to our letter dated October 13, 2020 intimating you about the meeting of the QIP Committee in respect of the Issue, we wish to inform you that the QIP Committee at its meeting held today, i.e. , October 16, 2020 has, inter alia , passed the following resolutions:

• a. declared closure of the issue period for the Issue today, i.e., October 16, 2020;

• b. determined and approved the issue price for 17,64,705 Equity Shares to be allotted to eligible qualified institutional buyers at a price of ₹ 4,250 per Equity Share, including a premium of ₹ 4,240 per Equity Share, as permitted in terms of Regulation 176(1) of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ SEBI ICDR Regulations ”)

• c. approved and finalized the confirmation of allocation note to be sent to the eligible qualified institutional buyers, intimating them of allocation of Equity Shares pursuant to the Issue.

The meeting of the QIP Committee commenced at 7 p.m. and concluded at 9.30 p.m. A certified copy of the resolution passed by the Committee is enclosed for your information and records.

The QIP was opened on October 12, 2020 and the same was intimated to you pursuant to our letter dated October 12, 2020.

We request you to take the above on record pursuant to compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Thank you,

For SRF Limited

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Rajat Lakhanpal

VP (Corporate Compliance) & Company Secretary

Encl: A/a

Extract of Resolution passed by the QIP Committee of SRF Limited at its meeting held on 16.10.2020 At Corporate Office of the Company at Block-C, Sector-45, Gurugram-122003

Approval of Issue Closing

“RESOLVED THAT pursuant to the powers conferred on this QIP Committee by the Board of Directors in its meeting held on August 31, 2020, the qualified institutions placement of the Company (the “Issue”) opened pursuant to the resolution passed by this QIP Committee on October 12, 2020, be and is hereby declared as closed today, i.e., on October 16, 2020 .

RESOLVED FURTHER THAT a copy of the above resolution, certified to be true by any of the Directors of the Company or the Company Secretary of the Company, be forwarded to the authorities concerned for necessary action.”

CERTIFIED TO BE TRUE COPY FOR SRF LIMITED

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RAJAT LAKHANPAL VP (CORPORATE COMPLIANCE) & COMPANY SECRETARY MEMBERSHIP NO. ACS-12725 (ADDRESS-32-C MIG FLATS, POCKET-C, PHASE-III, ASHOK VIHAR, NEW DELHI- 110052)

Extract of Resolution passed by the QIP Committee of SRF Limited at its meeting held on 16.10.2020 at Corporate Office of the Company at Block-C, Sector-45, Gurugram-122003

Approval of Pricing

“ RESOLVED THAT in connection with the proposed qualified institutions placement of equity shares of face value of ₹ 10 each (“Equity Shares”, and such qualified institutions placement, the “Issue”) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), and pursuant to applicable provisions of Companies Act, 2013, as amended, the issue price of the Equity Shares to be allotted to eligible qualified institutional buyers (“QIBs”) be fixed at ₹ 4,250 per equity share, i.e., at a premium of ₹ 4,240 per equity share.

RESOLVED FURTHER THAT Mr. Ashish Bharat Ram, Managing Director, Mr. Kartik Bharat Ram, Deputy Managing Director, Mr. Rahul Jain, President & CFO and Mr. Rajat Lakhanpal, Vice President (Corporate Compliance) & Company Secretary, be and are hereby authorized, severally or jointly, to take such action or to do all deeds, matters and things, including finalizing and executing/ signing such documents including the confirmation of allocation note as may be necessary, proper, desirous or expedient to give effect to the above resolutions, for the issue and allotment of the Equity Shares.

RESOLVED FURTHER THAT a copy of the above resolution, certified to be true by any of the Directors of the Company or the Company Secretary of the Company, be forwarded to the authorities concerned for necessary action.”

CERTIFIED TO BE TRUE COPY FOR SRF LIMITED

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RAJAT LAKHANPAL VP (CORPORATE COMPLIANCE) & COMPANY SECRETARY MEMBERSHIP NO. ACS-12725 (ADDRESS-32-C MIG FLATS, POCKET-C, PHASE-III, ASHOK VIHAR, NEW DELHI- 110052)

Extract of Resolution passed by the QIP Committee of SRF Limited at its meeting held on 16.10.2020 at Corporate Office of the Company at Block-C, Sector-45, Gurugram-122003

Approval of Confirmation of Allocation Note

“ RESOLVED THAT the form and content of confirmation of allocation note (“CAN”) which is placed before this meeting, be and is hereby finalised and approved for sending to such QIBs to whom the allocation of the Equity Shares is to be confirmed.

RESOLVED FURTHER THAT Mr. Ashish Bharat Ram, Managing Director, Mr. Kartik Bharat Ram, Deputy Managing Director, Mr. Rahul Jain, President & CFO and Mr. Rajat Lakhanpal, Vice President (Corporate Compliance) & Company Secretary, be and are hereby authorized, severally or jointly, to take such action or to do all deeds, matters and things, including finalizing and executing/ signing such documents including the CAN as may be necessary, proper, desirous or expedient to give effect to the above resolutions, for the issue and allotment of the Equity Shares.

RESOLVED FURTHER THAT the serially numbered CANs be sent to such eligible qualified institutional buyers to whom the allocation of the Equity Shares is to be confirmed.

RESOLVED FURTHER THAT a copy of the above resolution, certified to be true by any of the Directors of the Company or the Company Secretary of the Company, be forwarded to the authorities concerned for necessary action.”

CERTIFIED TO BE TRUE COPY FOR SRF LIMITED

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RAJAT LAKHANPAL VP (CORPORATE COMPLIANCE) & COMPANY SECRETARY MEMBERSHIP NO. ACS-12725 (ADDRESS-32-C MIG FLATS, POCKET-C, PHASE-III, ASHOK VIHAR, NEW DELHI- 110052)

Extract of Resolution passed by the QIP Committee of SRF Limited at its meeting held on 16.10.2020 at Corporate Office of the Company at Block-C, Sector-45, Gurugram-122003

Approval of Placement Document

“ RESOLVED THAT the placement document dated October 16, 2020 (“ Placement Document ”) placed before this meeting, in respect of the qualified institutions placement of equity shares of ₹ 10 each of the Company for an aggregate amount of approximately ₹ 750 crore, to qualified institutional buyers (“ QIBs ”), in terms of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”), and Sections 42 and 62 of the Companies Act, 2013 and the rules and regulations thereunder, each as amended, (the “ Issue ”), be and is hereby finalized and approved for filing with the BSE Limited and the National Stock Exchange of India Limited (“ Stock Exchanges ”), and any other statutory and regulatory authority, as may be required under applicable laws, subject to such modifications, additions, omissions, corrections, etc., as may be required to be undertaken prior to such filing, and as may be approved by any of Mr. Ashish Bharat Ram, Managing Director, Mr. Kartik Bharat Ram, Deputy Managing Director, Mr. Rahul Jain, President & CFO and Mr. Rajat Lakhanpal, Vice President (Corporate Compliance) & Company Secretary acting either severally or jointly, as they, in their absolute discretion, may deem necessary, expedient or appropriate.

RESOLVED FURTHER THAT Mr. Ashish Bharat Ram, Managing Director, Mr. Kartik Bharat Ram, Deputy Managing Director, Mr. Rahul Jain, President & CFO and Mr. Rajat Lakhanpal, Vice President (Corporate Compliance) & Company Secretary be and are hereby severally authorised to sign the Placement Document on behalf of the Company, make such confirmations, declaration and any changes on behalf of the Company as may be required in relation to the Placement Document, prior to filing of the Placement Document with the Stock Exchanges, and for filing the Placement Document along with other documents as required under the Companies Act, 2013, as amended (“ Companies Act ”), intimating the Stock Exchanges in relation to the above and making regulatory filings, as required, settle or give instructions and directions for settling any questions, difficulties or doubts that may arise in this regard and to give effect to such changes, alterations, updates, additions, omissions, revisions, variations, amendments, modifications or corrections as may be deemed fit and proper in the best interest of the Company in accordance with the applicable laws and regulations and in consultation with the legal advisors and the book running lead managers appointed for the Issue.

RESOLVED FURTHER THAT Mr. Ashish Bharat Ram, Managing Director, Mr. Kartik Bharat Ram, Deputy Managing Director, Mr. Rahul Jain, President & CFO and Mr. Rajat Lakhanpal, Vice President (Corporate Compliance) & Company Secretary, as authorised representatives of the Company, be and are hereby authorized, severally or jointly, to take such action or to do all deeds, matters and things, including finalizing and executing/ signing such documentation and undertakings as may be necessary, proper, desirous, appropriate or expedient to give effect to the above resolutions, issuance of confirmation of allocation notes to investors identified for allotment and the filing of necessary returns, for the issue and allotment of the equity shares of the Company.

RESOLVED FURTHER THAT a copy of the above resolution, certified to be true by any of the Directors of the Company or the Company Secretary of the Company, be forwarded to the authorities concerned for necessary action.”

CERTIFIED TO BE TRUE COPY FOR SRF LIMITED

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RAJAT LAKHANPAL VP (CORPORATE COMPLIANCE) & COMPANY SECRETARY MEMBERSHIP NO. ACS-12725 (ADDRESS-32-C MIG FLATS, POCKET-C, PHASE-III, ASHOK VIHAR, NEW DELHI- 110052)