SRF Ltd. — Proxy Solicitation & Information Statement 2020

Sep 8, 2020

The Corporate Relationship Department, BSE Limited Ist Floor, New Trading Ring Rotunda Building, P.J. Towers Dalal Street, Mumbai 400 001 Scrip Code- 503806

National Stock Exchange of India Limited “Exchange Plaza” Bandra-Kurla Complex Bandra (E) Mumbai 400 051 Scrip Code-SRF

SRF/SEC/BSE/NSE 08.09.2020

Dear Sirs,

Sub: POSTAL BALLOT NOTICE DATED – 31.08.2020 – SRF LIMITED

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed Notice of Postal Ballot dated 31.08.2020 sent to the members of the Company at their registered email address for seeking approval for the resolutions as contained in the Notice.

Deemed Date of Completion of Dispatch of Notice (by email) to members whose names appear in the member register/ records as on Friday September 04, 2020 (“Cut-off date”) is Tuesday, September 08, 2020

The remote e-voting facility will commence from Wednesday, September 09, 2020 at 09:00 a.m. India Standard Time (‘IST’) and ends on Thursday, October 08, 2020 at 05:00 p.m. IST (both days inclusive).The result of the Postal Ballot shall be declared on Friday, October 09, 2020

In terms of MCA Circulars, the Company has sent Postal Ballot Notice in electronic form only to all its Members who have registered their e-mail IDs with the Depositories through the concerned Depository Participants and/or with the Company’s Registrar and Share Transfer Agent (‘RTA’), KFin Technologies Private Limited (‘KFintech’). Also, Members are required to communicate their assent or dissent through the ‘remote e-voting’ system only. No hard copy of the said Notice along with Postal Ballot Forms and prepaid business envelope will be sent to the Members for this Postal Ballot.

In light of the MCA Circulars, Members who have not registered their e-mail address and in consequence could not receive the E-voting notice, may temporarily get their e-mail registered with the Company’s RTA, KFin Technologies Private Limited, by clicking the link: https://karisma.kfintech.com/emailreg and following the registration process as guided thereafter.

The said information are also available on the Website of the Company.

This is for your information, as also for the information of the public at large.Please take the above on record and acknowledge receipt of the same.

Thanking you,

Yours faithfully,

For SRF LIMITED

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Rajat Lakhanpal VP (Corporate Compliance) & Company Secretary

Encl : A/a

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SRF Limited

(CIN: L18101DL1970PLC005197)

Regd. Office: The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 2[nd] Floor, Mayur Place, Mayur Vihar Phase I Extn, Delhi – 110091

Tel. No: (+91-11) 49482870, (+91-124) 4354400, Fax: (+91-11) 49482900, (+91-124) 4354500 Email: cs@srf.com website: www.srf.com

POSTAL BALLOT NOTICE

(Notice pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Shareholder(s),

Notice is hereby given in terms of the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘‘the Act’’) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘‘the Rules’’) (including any statutory modification(s), clarification(s), substitution(s) or reenactment(s) thereof for the time being in force) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”) and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 22/2020 dated June 15, 2020 in view of COVID-19 pandemic (“MCA Circulars”), that the resolution appended below is proposed to be passed by the Members of SRF Limited (“the Company”). The Resolution(s) in respect of the matter(s) as set out in the accompanying Postal Ballot Notice are proposed to be transacted through postal ballot only by way of remote electronic voting (‘‘Postal Ballot’’).

The draft resolution proposed to be passed by way of Postal Ballot and the Explanatory Statement setting out the material facts concerning the said resolution and the reasons thereof, are annexed hereto for your consideration.

In compliance with the requirements of the MCA Circulars, Members are required to communicate their assent or dissent through the remote e-voting system only. You are requested to carefully read all the instructions given in the Notes. E-voting shall commence on Wednesday, September 9, 2020 at 9.00 A.M. (IST) and end on Thursday, October 8, 2020 at 5.00 P.M. (IST). The Scrutinizer shall submit his report to the Chairman of the Company or to any other person authorised by him after completion of scrutiny of the e-voting and, the results of the voting shall be declared on or before Friday, October 9, 2020. The results along with the Scrutinizer’s Report will be placed on the Company’s website i.e. www.srf.com and on the e-voting website of KFin Technologies Private Limited i.e. https://evoting.karvy.com . The same shall simultaneously be communicated to the BSE Limited and National Stock Exchange of India Limited, on which the shares of the Company are listed.

Special Business

Resolution No. 1

Approval for raising of funds by issuance of equity shares through Qualified Institutions Placement(s)

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT subject to provisions of Sections 42 and 62(1)(c), and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and the applicable rules thereunder (the “ Companies Act ”), the provisions of the Memorandum of Association and Articles of Association of the Company, and in accordance with any other applicable law or regulation, including without limitation, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ SEBI ICDR Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the listing agreements entered into with the respective stock exchanges where the shares of the Company are listed (the “ Stock Exchanges ”), the provisions of the Foreign Exchange Management Act, 1999, as amended, and regulations and rules issued thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, and in accordance with the rules, regulations, guidelines, notifications, circulars and clarifications issued from time to time by the Government of India, the Reserve Bank of India (the “ RBI ”), the Securities and Exchange Board of India (the “ SEBI ”), the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi (the “ RoC ”), the Stock Exchanges, and/ or any other competent authorities and subject to any required approvals, consents, permissions and/or sanctions from the SEBI, the Stock Exchanges, the RoC, the RBI, the Ministry of Finance (Department of Economic Affairs) and any other statutory, regulatory or other authority and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of them while granting such approvals, consents, permissions and/or sanctions, the consent of the shareholders be and is hereby accorded to create, issue, offer and allot, in one or more tranches, equity shares of the Company with a face value of ₹ 10 each (the “ Equity Shares ”) to such qualified institutional buyers (as defined in the SEBI ICDR Regulations) (“ QIBs ”) as the Board of Directors (hereinafter called the “ Board ” which term shall be deemed to include any committee which the Board has constituted or may hereinafter constitute to exercise its powers including the power conferred by this resolution) may determine in accordance with applicable law, pursuant to a qualified institutions placement (“ QIP ”) in accordance with Chapter VI of the SEBI ICDR Regulations (by the issue of a placement document to such QIBs), for an aggregate amount not exceeding ₹ 750,00,00,000 Crores (Rupees Seven Hundred and Fifty Crores Only), inclusive of such premium as may be fixed on such Equity Shares at such a time or times, in such a manner and on such terms and conditions including at such price or prices, at a discount or premium to market price or prices (as permitted under applicable law), as may be deemed appropriate by the Board in its absolute discretion, all subject to applicable laws, considering the prevailing market conditions and other relevant factors and wherever necessary in consultation with the book running lead manager(s) and/or other advisor(s) appointed for such issue.

RESOLVED FURTHER THAT the allotment of Equity Shares to QIBs pursuant to a QIP shall be at a price not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations, provided that the Board may, in accordance with applicable law, offer a discount of not more than 5% (five percent) or such other percentage as permitted under applicable law, on such price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations. The Equity Shares shall be allotted as fully paid-up.

RESOLVED FURTHER THAT the “relevant date” for the purpose of pricing of the Equity Shares to be issued to QIBs by way of the QIP shall be the date of the meeting in which the Board decides to open the proposed issue of Equity Shares.

RESOLVED FURTHER THAT in pursuance of the aforesaid resolutions:

• a) the Equity Shares to be so offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company; and

• b) any Equity Shares that may be created, offered, issued and allotted by the Company shall rank pari passu with the existing Equity Shares of the Company in all respects.

RESOLVED FURTHER THAT for the purpose of giving effect to the resolution described above, the Board or a committee thereof be and is hereby authorized on behalf of the Company to do all such acts, deeds, matters and things including but not limited to finalization and approval of the preliminary as well as final placement document(s), determining the manner of the issue, the number of Equity Shares to be allotted, determination of QIBs to whom the Equity Shares will be offered and allotted in accordance with applicable law, issue price, discounts permitted under applicable law (now or hereafter), premium amount on issue of the Equity Shares, execution of various agreements, deeds, instruments and other documents, including the signing of declarations, as it may in its absolute discretion deem fit, necessary, proper or desirable, and to give instructions or directions and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Equity Shares and utilization of the issue proceeds and to accept and to give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by the SEBI, the RoC, the book running lead manager(s), or other authorities or agencies involved in or concerned with the issue of Equity Shares and as the Board or a committee thereof may in its absolute discretion deem fit and proper in the best interests of the Company without being required to seek any further consent or approval of the members or otherwise, and that all or any of the powers conferred on the Company and the Board pursuant to this resolution may be exercised by the Board or committee thereof as the Board has constituted or may constitute in this behalf, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions are approved, ratified and confirmed in all respects.

RESOLVED FURTHER THAT the Board or committee thereof is authorized to engage/appoint book running lead managers, registrars, bankers, lawyers, advisors and all such agencies as may be involved or concerned in such offering of Equity Shares and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memoranda, documents etc. with such agencies and to seek the listing of the Equity Shares on the Stock Exchanges.

RESOLVED FURTHER THAT subject to applicable law, the Board is authorized to delegate all or any of the powers herein conferred to any committee of directors or directors or any other officer or officers of the Company to give effect to the aforesaid resolutions.

Registered Office:

By Order of the Board of Directors For SRF Limited

The Galleria, DLF Mayur Vihar, For SRF Limited Unit No. 236 & 237, Second Floor, Mayur Place, Mayur Vihar Phase I Extn, Sd/Delhi – 110091

Rajat Lakhanpal VP (Corporate Compliance) & Company Secretary Membership No. A12725

Place : Gurugram Date : 31[st] August, 2020

NOTES

1. The Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (‘‘the Act’’) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘‘the Rules’’), as amended, setting out the material facts concerning the said Special Resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘‘Notice’’).

2. As per Section 110 and other applicable provisions of the Act read with Rule 22 of the Rules, cut-off date for the purpose of reckoning the Voting rights is Friday, September 4, 2020 (“Cut-off Date”). A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only.

3. This Notice along with the instructions regarding e-voting is being sent only by e-mail to all those Members, whose e-mail address is registered with the Company or with the Depositories/Depository Participants and whose names appear in the Register of Members/list of Beneficial Owners as on the Cut-off Date, in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”)

for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 22/2020 dated June 15, 2020 (‘‘MCA Circulars’’). The Notice shall also be uploaded on the website of the Company i.e. www.srf.com and on the e-voting website of KFin Technologies Private Limited ( ‘‘ KFin ’’ ) i.e. https://evoting.karvy.com.

All the Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories/Depository Participants) shall be entitled to vote in accordance with the process specified in Note No. 8. As per the MCA Circulars and in view of non-availability of proper postal and courier services, physical copy of Postal Ballot Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

1. In compliance with the provisions of Sections 108 and 110 of the Act read with the Rules made thereunder, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘‘the Regulations’’) and in accordance with the MCA Circulars, the Company has engaged KFin Technologies Pvt. Ltd as the agency for facilitating remote e-voting to enable the Members to cast their votes electronically (“remote e-voting”). In accordance with the MCA Circulars, the Members can vote only through remote e-voting.

2. Dispatch of the Notice shall be deemed to be completed on Tuesday, September 8, 2020.

3. E-voting shall commence on Wednesday September 9, 2020 at 9.00 A.M. (IST) and end on Thursday, October 8, 2020 at 5.00 P.M. (IST). The e-voting module shall be disabled by KFin for voting thereafter.

4. The Board of Directors of the Company has appointed Mr. Arunesh Dubey Proprietor of M/s Arunesh Dubey & Co., Practising Company Secretaries (FCS : 7721 / CP No. 14054), as ‘ Scrutinizer’ for conducting the Postal Ballot process in a fair and transparent manner.

5. The remote e-voting process shall be as under:

(A) In case of Members receiving e-mail from KFin:

• (i) Launch internet browser by typing the following URL: https://evoting.karvy.com

• (ii) Enter the login credentials, given as under:

First time users	User ID and Password as given in email
Existing users
User ID:	For Members holding shares in Demat form:
	a. For NSDL: 8 character DP ID followed by 8 digit Client ID
	b. For CDSL: 16 digit Beneficiary ID/Client ID
	For Members holding shares in Physical form:
	Event No. (5659) followed by Folio No. registered with the Company
Password:	Your existing password

(iii) After entering the details appropriately, click on “LOGIN”.

• (iv) Password change menu appears wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #, $, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential.

• (v) Login again with the new credentials.

• (vi) On successful login, the system will prompt you to select the “EVENT” of the Company i.e. 5659

• (vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned above. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• (viii) Members holding multiple folios/Demat accounts may choose to vote differently for each folio/Demat accounts.

• (ix) You may then cast your vote by selecting an appropriate option and click on “Submit”.

• (x) A confirmation box will be displayed. Click “OK” to confirm or “CANCEL” to modify. Once you confirm your voting on the resolution, you will not be allowed to modify your vote thereafter. During the voting period, Members can login any number of times and vote till they have confirmed their voting on the resolution.

Corporate/Institutional Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF Format) of the Certified True Copy of the Board Resolution, together with attested specimen signature(s) for authorising the representatives to vote on their behalf, to the Scrutinizer through e-mail to pcsadco@gmail.com with a copy marked to evoting@kfintech.com Alternatively, the aforesaid documents can directly be uploaded on the portal of KFin, while casting the vote.

(B) In case of shareholders have not registered their email address:

On account of threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote evoting system only. Therefore, those shareholders who have not yet registered their email address are requested to get their email addresses registered by following the procedure given below:

• (i) In light of the MCA Circulars for remote evoting for this Postal Ballot, shareholders who have not registered their mail ids and in consequence the e-voting notice could not be serviced may temporarily get their email registered with the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited, by clicking the link: https://karisma.kfintech.com/emailreg. Click on the “Postal ballot-email registration” and follow the registration process as guided thereafter. Post successful registration of the email, the shareholder would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, shareholder may write to einward.ris@kfintech.com.

• (ii) It is clarified that shareholders are however requested to register their email addresses, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited, Selenium, Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032, India by following due procedure.

• (iii) Those shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants / the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited to enable servicing of notices / documents / Annual Reports electronically to their email address.

• Upon completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman or to any other person authorised by him. The result of the Postal Ballot shall be declared by the Chairman or any other person authorised by him on or before Friday, October 9, 2020 at corporate office of the Company. The resolution if passed by the requisite majority shall be deemed to have been passed on the last date specified by the Company for e-voting, i.e. Thursday, October 8, 2020.

The result of the Postal Ballot along with the Scrutinizer’s Report will be placed on the Company’s website i.e. www.srf.com and on the e-voting website of KFin i.e. https://evoting.karvy.com . The same shall simultaneously be communicated to the BSE Limited and National Stock Exchange of India Limited, on which the shares of the Company are listed and would be displayed at the Registered Office and Corporate Office of the Company.

1. In case of any query/concern/grievance, Members may refer the (i) remote e-voting user manual or (ii) Help & Frequently Asked Questions (FAQs), available at the downloads section of https://evoting.karvy.com or contact Mr B.V.Kishore, Deputy Manager – Corporate Registry, KFin Technologies Private Limited at Selenium, Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, India, at email: einward.ris@kfintech.com ; 1800-3454-001 (toll free) or may write to the Company Secretary at cs@srf.com

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, IN RESPECT OF SPECIAL BUSINESS SET OUT IN THE POSTAL BALLOT NOTICE

Pursuant to the relevant sections of the Companies Act, 2013 (the “ Companies Act ”) including, without limitation, Section 42 and 62(1)(c) of the Companies Act, any offer or issue of securities in the Company to persons other than members of the Company requires prior approval of the members by way of special resolution.

The Company proposes to raise additional capital for funding both organic and inorganic growth opportunities, capital expenditure, meeting long and short term working capital requirements, pre-payment and/or repayment of outstanding borrowings or other financial obligations, general corporate purposes or other corporate exigencies, as may be permissible under the applicable law and approved by the Board of Directors of the Company or a duly authorised committee thereof (the “ Board ”). Accordingly, the Board has, subject to approval of the shareholders, approved by its resolution dated August 31, 2020 that the Company will issue in one or more tranches, equity shares of the Company with a face value of ₹ 10 each (the “ Equity Shares ”), for an aggregate amount not exceeding ₹750,00,00,000 (Rupees Seven Hundred and Fifty Crores only), to such qualified institutional buyers (as defined in the SEBI ICDR Regulations) (“ QIBs ”) as the Board may determine in accordance with applicable law, pursuant to a qualified institutions placement (“ QIP ”) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ SEBI ICDR Regulations ”) (by the issue of a placement document to such QIBs), as stated in the resolution at such price or prices, at a discount or premium to market price or prices in such manner and on such terms and conditions as may be deemed appropriate by the Board at its discretion, taking into consideration market conditions and other relevant factors and wherever necessary in consultation with lead managers and other advisors, all in accordance with applicable laws.

This special resolution seeks to enable the Board (including any duly authorised committee thereof) to undertake a QIP in accordance with the SEBI ICDR Regulations for the purposes mentioned above, without the need for fresh approval from the members.

Basis or Justification of Price : The pricing of the Equity Shares to be issued to QIBs pursuant to Chapter VI of the SEBI ICDR Regulations shall be determined by the Board in accordance with the provisions on pricing of equity shares determined in accordance with Chapter VI of the SEBI ICDR Regulations. The “relevant date” for this purpose, will be the date when the Board decides to open the issue where Equity Shares are issued, as provided under Chapter VI of the SEBI ICDR Regulations. The resolution enables the Board to, in accordance with applicable laws, offer a discount of not more than 5% (five percent) or

such percentage as permitted under applicable law on the price determined pursuant to the SEBI ICDR Regulations.

The special resolution also enables the Board to issue Equity Shares in tranches, at such times, at such prices and to such QIBs as the Board deems fit, in accordance with applicable law.

The allotment of equity shares shall be completed within a period of 365 days from passing this resolution or such other time as may be allowed under the SEBI ICDR Regulations, from time to time.

The resolution proposed is an enabling resolution and the detailed terms and conditions for the issue will be determined by the Board in consultation with the book running lead manager(s) and other advisors appointed in relation to the proposed issue, if any, and such other authorities as may be required, taking into consideration market conditions and in accordance with applicable law. The Equity Shares allotted will be listed and traded on Stock Exchanges where Equity Shares of the Company are currently listed (“ Stock Exchanges ”), subject to obtaining necessary approvals. The offer/ issue/ allotment of the Equity Shares would be subject to obtaining regulatory approvals, if any by the Company. As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the stock exchanges as may be required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives is deemed to be concerned or interested, financially or otherwise in the said resolution except to the extent of their respective shareholding, if any, in the Company.

The Board recommends the resolution as set out above for your consideration and approval by way of a special resolution.

Registered Office: By Order of the Board of Directors The Galleria, DLF Mayur Vihar, For SRF Limited Unit No. 236 & 237, Second Floor, Mayur Place, Mayur Vihar Phase I Extn, Sd/Delhi – 110091 Rajat Lakhanpal Place : Gurugram VP (Corporate Compliance) & Company Date : 31[st] August, 2020 Secretary Membership No. A12725