General Updates

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai – 400 018 CIN: L65100MH1987PLC374824  Tel. No.: +91- 22 4032 3851  Fax No.: +91- 2 2 4032 3191 Website: www.gfllimited.co.in  Email ID: contact@gfllimited.co.in September 28, 2026 To, To, BSE Limited NSE Limited Corporate Relationship Department Manager - Listing Compliance P J Towers, 1st Floor, 'Exchange Plaza', C-1, Block G, Dalal Street, Fort, Bandra Kurla Complex Bandra (E), Mumbai - 400 001 Mumbai - 400 051 BSE Scrip Code: 500173 Trading Symbol: GFLLIMITED Dear Sir/Madam, Sub: Disclosure of Material event/ Information under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Pronouncement of order by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘Hon’ble Tribunal’) in the matter of Scheme of Merger by Absorption of INOX Infrastructure Limited (‘INOX’ or ‘Transferor Company’) with and into GFL Limited (‘GFL’ or ‘Transferee Company’ or ‘the Company’), and their respective shareholders (‘Scheme’). This is with reference to our earlier communication dated Tuesday, July 14, 2026, wherein we informed you regarding the newspaper advertisement intimating the date of the final hearing for the company scheme petition filed for seeking approval of the Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (‘Act’) and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (‘the Rules’) made thereunder. In this regard, we wish to inform you that the Hon’ble Tribunal has pronounced the order sanctioning the aforesaid Scheme on Monday, September 28, 2026. A copy of the said order is enclosed herewith for your information and records. This is for your information and dissemination on your website. Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai – 400 018 CIN: L65100MH1987PLC374824  Tel. No.: +91- 22 4032 3851  Fax No.: +91- 2 2 4032 3191 Website: www.gfllimited.co.in  Email ID: contact@gfllimited.co.in Thanking you, For GFL Limited Lakhan Laxmi Rajam Shamala Company Secretary & Compliance Officer Membership No.: 71090 Place: Mumbai Date: September 28, 2026 Enclosure: as above IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV C.P.(CAA)/88(MB)/2026 C.A.(CAA)/64(MB)/2026 In the matter of the Companies Act, 2013 In the matter of Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 In the matter of Scheme of Merger by Absorption INOX Infrastructure Limited (Transferor Company) with GFL Limited (Transferee Company) And their respective Shareholders. Inox Infrastructure Limited [CIN: U45200MH2007PLC374004] ... Applicant Company No. 1 GFL Limited [CIN: L65100MH1987PLC374824] … Applicant Company No. 2 Pronounced: 28.09.2026 CORAM: SHRI ANIL RAJ CHELLAN SHRI K.R. SAJI KUMAR HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL) IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV C.P.(CAA)/88(MB)/2026 C.A.(CAA)/64(MB)/2026 Appearances: Hybrid For the Applicant(s) : CA Harsh C. Ruparelia i/b A R C H & Associates. For RD : Mr. Gaurav Jaiswal, Company Prosecutor of the RD. For Income Tax : Adv. Ashutosh Chauhan a/w Adv. Aman Mir. ORDER 1. The sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, in the matter of Scheme of Merger by Absorption of INOX Infrastructure Limited (Transferor Company or First Applicant Company) with GFL Limited (Transferee Company or Second Applicant Company) and their respective shareholders (Scheme). 2. Heard the Ld. PCA for the Applicant Companies. Except as otherwise stated, neither any objector has come before this Tribunal to oppose the Scheme nor has any party controverted any averments made in the Petitions to the said Scheme. 3. The First Applicant Company was originally incorporated as a Private Limited Company under the name ‘INOX Infrastructure Private Limited’ on 27.02.2007 in Delhi, and was subsequently converted into a Public Limited Company under the name ‘INOX Infrastructure Limited’ vide fresh Certificate of Incorporation dated 08.02.2013. The registered office of the First Applicant Company was thereafter shifted from Delhi to the State of Maharashtra, pursuant to which a Certificate of Registration of the Regional Director’s order for change of State was issued on 27.12.2021. The First Applicant Company was incorporated to carry on the business of real estate and property development. IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV C.P.(CAA)/88(MB)/2026 C.A.(CAA)/64(MB)/2026 4. The Second Applicant Company was incorporated on 04.02.1987 under the name ‘Gujarat Flourochemicals Limited’, which was subsequently changed to ‘Gujarat Fluorochemicals Limited’ on 09.01.1990, and thereafter to ‘GFL Limited’ on 17.07.2019. The registered office of the Second Applicant Company was shifted from the State of Gujarat to the State of Maharashtra, and a Certificate of Registration of the Regional Director’s order for change of State was issued on 13.01.2022. The Second Applicant Company is engaged in the business of distribution of investment products and also holds investments in its group companies. The Second Applicant Company is a listed company, and its shares are listed on BSE Limited and the National Stock Exchange of India Limited. 5. The PCA for the Applicant Companies submits that the First Applicant Company is a wholly owned subsidiary of the Second Applicant Company. 6. The PCA for the Applicant Companies submits that the Applicant Companies have approved the Scheme by passing the board resolutions at their respective board meetings held on 12.02.2026, and have approached this Tribunal for sanction of the Scheme. Certified true copies of the board resolutions of the respective Applicant Companies approving the Scheme are annexed as Exhibit C-1 and Exhibit C-2 respectively to the Company Scheme Petition. 7. The Rationale for the Scheme is as under: The management of the Transferor Company and Transferee Company believe that this Scheme will result, inter alia, in the following benefits: a. Since, the Transferor Company is the wholly owned subsidiary of the Transferee Company, the merger of the Transferor Company with the Transferee Company will enable the shareholders of the Transferee Company to exercise direct control over the business of the Transferor Company and remove an intermediate corporate layer, thereby saving administrative and management cost. IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI COURT-IV C.P.(CAA)/88(MB)/2026 C.A.(CAA)/64(MB)/2026 b. Ensuring a streamlined group structure by reducing the number of legal entities in the group and reducing the multiplicity of legal and regulatory compliances required at present. c. Rationalising cost and time at group level by eliminating multiple record keeping and administrative functions. d. The amalgamation is in the interest of the shareholders, creditors and all other stakeholders of the Transferor Company and Transferee Company and is not prejudicial to the interests of any of the concerned shareholders, creditors or the public at large. 8. The Ld. PCA for the Applicant Companies submits that the Consideration of the Scheme is as under: Since the Transferor Company is a wholly owned subsidiary of the Transferee Company, all the equity shares of the Transferor Company held by the Transferee Company shall be cancelled and shall be deemed to have been cancelled without any further act or deed. Accordingly, there will be no issue and allotment of shares of the Transferee Company to the shareholders of the Transferor Company, and no other consideration shall be payable. 9. In view of the foregoing, the requirement of obtaining a Share Exchange Ratio Report from a Registered Valuer is not applicable to the present S [Showing first 8,000 characters — download PDF for full document]