Scheme of Arrangement

Gujarat Fluorochemicals Limited GUJARAT FlUOROCHEMICALS Vadodara Office: ABS Towers, 2"' Floor, Tel: +91-265-o198111/23300S7 VA.LIii TIIIOHM HEH CMIMllTIT Old Padra Road, Vadodara-390J07. Gujarat, India E-mail: contact@gfl.co.in, Web.: www.gfl.co.in ON : 124304HP2018PlC011898 GFCL: BRD: 2026 10th July, 2026 The Secretary The Secretary BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra Kurla Complex Dalal Street, Mumbai 400 001 Bandra (E), Mumbai 400 051 Scrip Code: 542812 Symbol: FLUOROCHEM Sub: Intimation of receipt of No Objection Letters from BSE Limited (BSE) and National Stock Exchange of India Limited (“NSE”) in relation to the Composite Scheme of Arrangement between Inox Leasing and Finance Limited (Demerged Company/Transferor Company), Inox Holdings and Investments Limited (Resulting Company) and Gujarat Fluorochemicals Limited (Transferee Company) and their respective Shareholders Ref.: Regulation 30 and 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, We refer to our intimation letters dated 29th October, 2024 and 26th December, 2024 in respect to the draft Composite Scheme of Arrangement between Inox Leasing and Finance Limited, the holding Company of Gujarat Fluorochemicals Limited, (“Demerged Company” or “Transferor Company” or “ILFL”), Inox Holdings and Investments Limited, (“Resulting Company” or “IHIL”), Gujarat Fluorochemicals Limited (“Transferee Company” or “GFCL”) and their respective Shareholders, under the provisions of Sections 230 to 232 of the Companies Act, 2013 (“the Act”) and other applicable provisions of the Act read with rules made thereunder (“the Scheme”) which were filed with BSE and NSE. In this regard, we would like to inform you that the Company has received No Objection Letters from the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) on 9th July, 2026. The copies of said observation letters are enclosed herewith. The No Objection Letters received from BSE and NSE are available on the website of the Company at www.gfl.co.in. We request you to kindly take the above on your record. Thanking you, Yours faithfully, For Gujarat Fluorochemicals Limited Bhavin Desai Company Secretary FCS 7952 Encl.: As above An ~ f.~ Group Company Regd. Office: Plot No. 1, Khasra Nos. 264 to 267 Industrial Area, Una, Village Basal -174303, Himachal Pradesh I Tel: +91-01975297843 Corporate Office: INOX Towers, Plot No. 17, Sector-16A, Noida-201301, Uttar Pradesh, India I Tel: +91-120-6149600 I Fax: +91-120-6149610 SSE., The Power of Vibrance DCS/ AMAL/RD/R37/ 146/2026-27 July 09, 2026 The Company Secretary, Gujarat Fluorochemicals Limited Plot No. 1, Khasra Nos. 264 to 267 Industrial Area, Una, Basal, Himachal Pradesh -174 303. Dear Sir/Madam, Sub: Composite Scheme of Arrangement by Gujarat Fluorochemicals Limited We refer to your application for Composite Scheme of Arrangement between lnox Leasing and Finance Limited ("ILFL"), lnox Holdings and Investments Limited ("IHIL") and Gujarat Fluorochemicals Limited ("GFL") filed by Gujarat Fluorochemicals Limited ("Draft Scheme") under Section 230-232 read with other applicable provisions of the Companies Act, 2013 filed with the Exchange under Regulation 37(1) and 59A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and SEBI Operational Circular No. SEBI/HO/DDHS/DDHS Divl/P/CIR/2022/0000000103 dated July 29, 2022 (Updated as on December 01, 2022). In this regard, SEBI vide its Letter dated July 08, 2026, has inter alia given the following comment(s) on the said draft scheme of Arrangement: - A) Comments in accordance with Regulation 37(1) of SEBI Master Circular dated June 20, 2023. l. "The proposed Draft Scheme shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015." 2. "The entities involved in the proposed Draft Scheme shall not make any changes in the Draft Scheme subsequent to filing the Draft Scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/ tribunal." 3. "The entities involved in the Draft Scheme shall ensure that they have complied with the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any other applicable regulations and circulars." 4. "The entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and/ or its directors, before the NCLT and its shareholders, while seeking approval of the Draft Scheme." 5. "The entity shall ensure that it is disclosed in the explanatory statement, that the ILFL shall surrender its NBFC Certificate of Registration to RBI within fifteen days of the Effective Date of the Scheme." Page 1 of 5 Registered Office: BSE Limited, Floor 25. P J Towers, Dalal Street. Mumbai 400001, India. T: +91 22 2272 1234/33 I E: corp.comm@bseindia.com www.bseindia.com I Corporate Identity Number : L67120MH2005PLC155188 The Power of Vibrance 6. "The entity shall ensure that additional information (including the revised valuation report, revised fair opinion, ILFL and IHIL Board resolutions dated March 25, 2026 etc.) submitted by the Companies after filing the scheme with the stock exchange, till date of receipt of this letter, is displayed on the website(s) of the listed companies and the stock exchanges." 7. "The entity shall ensure compliance with the SEBI circulars issued from time to time." 8. "The entity is advised that the information pertaining to the Unlisted Companies involved in the Draft Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval." 9. "The entity shall ensure that the financials in the Draft Scheme are not for period more than 6 months old." 10. "The entity is advised to prominently disclose the following, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to their shareholders while seeking approval u/s 230 to 232 of the Companies Act, 2013, so that public shareholders can make an informed decision in the matter: a) A simple explanation of the scheme of arrangement, along with clarification that lnox Leasing and Finance Limited (ILFL) and lnox Holdings and Investment Limited (IHIL) have passed board resolutions dated March 25, 2026, whereby it has been clarified by the Board of the respective companies that, the Demerged Undertaking includes mutual fund distribution activities (and brokerage income generated thereon) being undertaken by ILFL and that such activities shall stand transferred to IHIL upon implementation of the Scheme. b) The rationale and objectives underlying the proposed scheme. c) A detailed explanation of the impact of the scheme on shareholders, including any dilution or change in rights. d) A cost-benefit analysis outlining the anticipated benefits versus associated costs of the scheme. e) The latest financials of Gujarat Fluorochemicals Limited (GFL), IHIL and ILFL, not older than 6 months from the date of Stock Exchange NOC, to be hosted on the Companies' website and also disclosed in the explanatory statement. f) Promoter-wise as well as aggregate shareholding of the promoter and promoter group in GFL, IHIL and ILFL, before and after giving effect to the scheme, along with the corresponding impact on public shareholding. g) Details of the Registered Valuers issuing Valuation Reports and the Merchant Bankers issuing Fairness opinions, along with [Showing first 8,000 characters — download PDF for full document]