G,tFL L!lMITED

Registered office: 7 th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - 400 018 CIN: L65100MH1987PLC374824 •Tel.No.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 3191 Website: www.gfllirnited.co.in • Email ID: [email protected]

6 th May, 2022

The Secretary BSE Limited Phiroze J eejeebhoy Towers Dalal Street, Mumbai 400 001

Scrip code: 500173

The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai 400 051

Scrip Code: GFLLIMITED

Sub.: The Audited Standalone and Consolidated Financial Results of the Company and Audit Report for the quarter and year ended 31st March, 2022, as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir /Madam,

Pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board of Directors of the Company at its Meeting held today have taken on record, the enclosed Audited Standalone and Consolidated Financial Results of the Company for the quarter and year ended 31st March, 2022.

As required under Regulations 33(3)(d) of the Listing Regulations, Independent Auditors' Report on the Audited Standalone and Consolidated Financial Results of the Company for the quarter and year ended 31st March, 2022 is also attached herewith.

The same is also available on the Company's website at www.gfllimited.co.in .

The meeting of the Board of Directors commenced at 12:00 noon and concluded at 12:40 p.m.

You are requested to take the same on record.

Thanking you.

Yours faithfully,

For GFL Limited

� .,

Bhavi Shah Company Secretary Encl: as above

G,FL Ul!M IT!E.D

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- 22 4032 3191 Website: www.gfllirnited.co.in • Email ID: [email protected]

6th May, 2022

The Secretary BSELimited Phiroze J eejeebhoy Towers Dalal Street, Mumbai 400 001 The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai 400 051

Scrip code: 500173

Scrip Code: GFLLIMITED

Sub: Declaration pursuant to Regulation 33(3) (d) ofSEBI (LODR) Regulations,2015.

Dear Sir /Madam,

Pursuant to the Regulation 33(3)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and in compliance with SEBI Circular CIR/CFD/CMD/56/2016 dated May 27th, 2016, We hereby declare that Statutory Auditors of the Company, M/s Kulkarni and Company, Chartered Accountants, have issued the Audit Report with Unmodified Opinion on Audited Standalone and Consolidated Financial Results of the Company for the Financial Year ended 31st March, 2022.

We request you to kindly take the above on your records.

Thanking you.

Yours faithfully,

For GFL Limited

., ~

BhaviShah Company Secretary Encl: as above

Kulkarni and Company Chartered Accountants

Flat No.B-401, Sunit Riddhi Siddhi Apartment, S.No. 120 A+B, Plot No. 545/2, Sinhgad Road , Pune - 411030 Contact: +91 9850898715 email : [email protected]

Independent Auditor's Report on the Quarterly and Year to Date Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To Board of Directors of GFL Limited

Report on the audit of the Standalone Financial Resu lts

Opinion

We have audited the accom panying statement of quarterly and year to date Standalone Financial Results of GFL Limited (the 'Company' ), for the quarter ended 31 March 2022 and the year to date results for the period from 1 April 2021 to 31 March 2022 (the 'Statement'), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as ame nded ('Listing Regulations').

In our opinion and to the best of our informat ion and according to the explanations given to us, the Statement:

• i. is presented in accorda nce with the requirements of Regulatio n 33 of the Listing Regulations in this regard; and
• ii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit, other comprehensive income and other financial information of the Company for the quarter ended 31 March 2022 and for the year to date results for the period from 1 April 2021 to 31 March 2022.

Basis for Opinion

We conducted our audit in accordance with the Standards on Aud iting (SAs) specified under section 143(10) of t he Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Aud it of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Com panies Act, 2013 and the Rules thereunder, and we have fulfilled ou r other ethical responsibil ities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independent Auditor's Report on the Quarterly and Year to Date Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended - continued

Management's Responsibilities for the Standalone Financial Results

The statement has been prepared on the basis of the standalone annual fin ancial statements. The Company's Board of Directors are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive income of the Company and other financial information in accordance with the recognition and measurement principles la id down in applicable accounting standards and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with t he provisions of the Act for safeguarding of the assets of t he Compa ny and for prevent ing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from materia l misstatement, whether due to fraud or error.

In prepa ring the Statement, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Boa rd of Directors either intends to liquidate the Com pany or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company' s financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obta in reasonable assurance about whet her the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report t hat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, t hey could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

Independent Auditor's Report on the Quarterly and Year to Date Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended - continued

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the aud it. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher tha n for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in orde r to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with refe rence to financial statements in place and the ope rating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Boa rd of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on t he Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the re lated disclosures in the financial results or, if such disclosures are inadeq uate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance rega rding, among other matters, the planned scope and timing of the audit and significa nt audit find ings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasona bly be thought to bea r on our independence, and where applicable, related safeguards.

Independent Auditor's Report on the Quarterly and Year to Date Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended - continued

Other matters

Attention is drawn to the fact that the Statement includes the results for the quarter ended 31 March 2022 and the corresponding quarter for the previous year, which are the bala ncing figures in respect of the full financial year and the published year to date figures upto the end of the third quarter of the relevant financial year, which were subjected to a limited review, as required under the Listing Regulations. Our report on the Statement is not modified in respect of this matter.

For Kulkarni and Company Chartered Accountants Firm Registration No. 140959W

//{~µ~

A D Talavlikar Partner Mem. No. 130432

Place: Pune Date: 6 May 2022 UDIN: 22130432AIMTPC9304

Registered office: ?'h Floor, Ceejay House, Dr. Annie Besant Road. Worli. Mumbai - 4000 18 CIN: L65 100MHl987PLC374824 • Tel. No.: +-9 1- 22 4032 385 1 • Fax No.: +91-22 4032 3 191 Website: www.gfllimited.co.in • Email ID: contai.:t@!!:Olimited.co.in

STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31 MARCH 2022

•

GF_ Llrv11TED

Registered office: 7'" Floor. Ceejay House, Dr. Annie Besant Road. Worl i. Mumbai - 4000 18 CIN: L65100MH1 987PLC374824 • Tel. o.: +91 - 22 4032 3851 • Fax No.: +91 - 22 4032 319 1 Website: www.gt1limited.co.in • Email ID: contact(@gfllimited.co.in

(*) Amount is less than Rs. 1 Lakh

•

(**) Not Annualised

G F_ Llf'v11TED

Registered office: i" Floor. Ceejay House, Dr. Annie Besant Road. Worli. Mumbai - 4000 ¹⁸ CIN: L65 I00MH I 987PLC374824 • Tel.No.: +9 1- 22 4032 3851 • Fax o.: +91 - 22 4032 3 19 I Websile: www.gfll imilcd.co.in • Email ID: contact/wgfllimited.co.in

AUDITED STANDALONE BALANCE SHEET AS AT 31 MARCH 2022

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GF_ L IMITED

Registered office: i" Floor. Ceejay House. Dr. Annie Besant Road. Worli. Mumbai - 400018 CIN: L65 I 00MH I 987 PLC374824 • Tel. o.: +91 - 22 4032 3851 • Fax I o.: +91 - 22 4032 3 19 1 Website: www.gfllimitcd.co.in • Email ID: [email protected]

(*) Amount is less than Rs. 1 Lakh

•

• Registered office: 7th Floor. Ceejay House, Dr. Annie Besant Road. Worli. Mumbai - ⁴⁰⁰⁰¹⁸ Cl : L65 I 00M HI 987PLC374824 • Tel. 1o.: +91- 22 4032 3851 • Fax No.: +91- 22 4032 319 1 Website: www.gfllimited.co.in • Emai l ID: [email protected]

AUDITED STANDALONE STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2022

G F _ L ll'v1ITED

• Registered office: 7'h Floor. Ceejay House. Dr. Annie Besant Road. Worl i. Mumbai -400 ^{0 18} CIN: L65 I00M ll 1987PLC374824 • Tel. o.: +9 1- 22 4032 385 1 • Fax No.: +91- 2240323 191 Website: wv.w.gfllimited.co.in • Email ID: [email protected]

Note: The sta nda lone Statement of Cash Flows has been prepa red in accorda nce with "indirect method" as set out in Ind AS - 7 "Statement of Cash Flows".

(*) Amo unt is less tha n Rs. 1 Lakh

Reg istered office: 7'h Floor. Cecjay House, Or. Annie Besant Road. Worli. Mumbai - 4000 18 CIN: L65 100M11 1987PLC374824 • Tel. No.: +9 1- 224032385 1 • FaxNo.: +91 - 2240323 19 1 Website: www.!l.fllimited.co.in • Email ID: contm;t(a)gfllimited.co.in

Notes:

■

• L The above statement of audited standalone financial results for the quarter and year e nded 31 March 2022 were reviewed by the Audit Committee and was thereafter approved by the Board of Directors at its meeting held on 6 May 2022. The Statutory Auditors of the Company have carried out a udit of the above audited sta nda lo ne financial results pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and have issued unmodified opinion.
• 1. During the year ended 31 March 2021, the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCL T") vide its o rder dated 25 Janua ry 2021 had approved a Composite Scheme of Arrangement (the "Scheme") between GFL Limited, INOX Renewables Limited a nd INOX Wind Energy Limited (wholly owned subsidia ries of GFL Limited) as detailed below:
• a) Part A Amalgamation of its wholly owned subsidiary lNOX Renewables Limited (IRL) into GFL Limited w.e.f. 1 April 2020, a nd
• b) Part B Deme rger of the Re newable Energy Business (as more particula rly defined in the Scheme) of GFL Limited into its wholly owned subsidiary, INOX Wind Energy Limited, a newly incorporated company fo r the purpose of vesting of the Renewable Energy Business w.e.f. 1 July 2020.

The aforesaid Scheme was filed with the Registrar of Companies (ROC) on 9 February 2021 making the Scheme operative.

The amalgamation sta ted in the Part A of the Scheme was accounted in accordance with Appendix C of Ind AS 103: Business Combination being commo n control business combination.

Consequent to Part B of the Scheme, all the assets and liabilities pertaining to the Renewable Energy Business (as more parti cularly defined in the Scheme) stood transferred and vested into INOX Wind Ene rgy Limited (IWEL) from its Appointed Date i.e. 1 July 2020. As a consideration for the Part B of the Scheme, all the Shareholde rs of GFL Limited were allotted one fully pa id-up equity share of Rs. 10 each in INOX Wind Energy Limited, for every ten fully paid- up equity sha res of Re. 1 each he ld by them in GFL Limited. The s hares of IWEL were listed o n BSE a nd NSE on 11 June 2021. Further, shares of IWEL held by GFL Limited were cancelled and IWEL has ceased to be a subsidiary ofGFL Limited.

The Deme rger was accounted in accordance with Ind AS 103: Business Combination a nd accordingly the amounts in respect of demerged Renewable Energy business a re shown separately.

Accordingly, as per applicable Ind AS, the fi nancial results pertaining to the Renewable Energy Business (as defined in the Scheme) had been classified as Discontinued Operations in the above result Break-up of these is presented below:

GF_ Lll'v11T ED

Registered office: 7'h Floor. Ceejay House. Dr. Annie Besant Road. Worl i. N'lumbai -4000 18 Cl, : L65 I00M H I 987PLC37-t824 • Te l. >-:o.: +91 - 22 4032 3851 • Fax o.: .._9 1- 22 4032 ~ 19 1 Website: v.ww.gfllimited.co.in • Email ID: contact(ci)gfllimitcd.co.in

•

In the above summary, the tax expenses include Rs. 3,143 lakhs in respect of deferred tax asset on business losses and unabsorbed deprecia tion a nd MAT credit entitlement of IRL written off a nd included in the discontinu ed oper ations since it is pertaining to the demerged Renewable Energy Business.

• 1. The exceptional item fo r the year ended 31 Ma rch 2021 represent expenses of Rs. 99 Lakhs incurred in connection with the Scheme of Arrangement referred to in note 2 above. During the year e nded 31 March 2022, out of the a bove, expenses of Rs. 70 Lakhs are now recovered from the demerged company and is disclosed as an exceptional item.
• 1. On the composite Scheme of Arra ngement, as referred to in Note 2 above, becoming operative on 9 February 2021, the Company has now become a "Core Investment Company". Accordingly, the Company has prese nted the above results in the format prescribed for NBFCs i.e. Division Ill of Schedule Ill to the Companies Act, 2013.
• 1. The Board of Directors of the INOX Leisure Limited, (subsidiary of the Company) at its meeting held on 27 Ma rch 2022, a pproved a draft Scheme of Ama lgamation ("Scheme") of INOX Leisure Limited (Transferor Company) with PVR Limited (Transferee Company) and their respective shareholders and creditors, under Sections 23 0 to 232 of the Companies Act, 2013. The share exchange ratio shall be 3 equity shares of the face value of Rs. 10 of Transferee Company, credited as fully paid-up, for every 1 0 equity shares of the face value of Rs. 10 each fully paid-up held by such member in the Transferor Company. The Scheme is subject to the receipt of requisite approvals from Statutory and Regulatory authorities, the respective sha r eholders and cr editors, under applicable laws. As per the scheme, the appointed date for the amalgamation shall be the effective date of the scheme, or such other date as may be mutually agreed between the pa rties. The effective da te as per the Scheme is the date on which last of the approvals or events specified under Clause 9.1 of Part IV of the Scheme are satisfied or obtained or have occurred or the requirement of which has been waived (in writing) in accordance with this Scheme. The Scheme has been fi led with the Bombay Stock Exchange and the Nationa l Stock Excha nge on 30 March 2022 for their approval.
• 1. Previous period figures have been re-grouped/ re-classified wherever necessary, to confirm to current period's classification in orde r to comply with the requireme nts of the amended Schedule Ill to the Compa nies Act, 2013 effective 1 April 2021.
• 1. The figures for the quarter ended 31st March 2022 and the corresponding quarter for the previous year a re the balancing figures between the audited figures in respect of the full financial year and the pub lished year to date figures upto the third quarte r of the financial year.

GF_ Llr'v11TED

Registered oftice: 7'" Floor. Ceejay House, Dr. Annie Besant Road, Worli. Mumbai - 400018 Cl1 : L65 I 00MH I 987PLC374824 • Tel. No.: +9 1- 22 4032 385 I • Fax No.: +9 1- 22 4032 3 191 Website: www.gfllimited.co.in • Emai l ID: contact(q)!!fllimited.co.in

• 1. Since the segment information as per Ind-AS 108 'Ope rating Segments' is provided o n the basis of consolidated financial results, the same is not provided separately fo r the standalone financial results.
• 1. lNOX Leasing and Finance Limited has ceased to be the holding company of GFL Limited w.e.f. 22 September 2021.

•

On beha lfof the Board of Directors For GFL Limited

Deve ndra Kumar Jain (Cha irman & Managing Director)

Place: New Delhi Date: 6 May 2022

Kulkarni and Company Chartered Accountants

Flat No.B-401 , Sunit Riddhi Siddhi Apartment, S.No. 120 A+B, Plot No. 545/2, Sinhgad Road, Pune _ 411030 Contact: +91 9850898715 email : [email protected]

Independent Auditor's Report on Quarterly and Year to Date Consolidated Audited Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

To Board of Directors of GFL Limited

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying Statement of Consolidated Financial Results of GFL Limited (the 'Holding Company'), its subsidiaries {Holding Company and its subsidiaries together referred to as 'Grou p') and its associate for the quarter ended 31 March 2022 and for the period from 1 April 2021 to 31 March 2022 (the 'Statement'), being su bmitted by t he Holding Company pu rsuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regu lations, 2015 as amended {'Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the report of the other auditor on separate financial information of one of its su bsidiaries, the Statement:

• a. includes the results of the following entities :
• Subsidiaries: INOX Leisure Limited, Shouri Properties Private Limited, INOX Leisure Limited Employees, Welfare Trust, INOX Infrastructure Limited.
• Associate: Nexome Realty LLP (upto 31/08/2021)
• b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, as amended; and
• c. gives a true and fair view, in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of consolidated total comprehensive income (comprising of net loss and other comprehensive income) and other financial information of t he Group and its associate for the quarter ended 31 March 2022 and for the period from 1 April 2021 to 31 March 2022.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group and its associate in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibi lities in accordance with these requirements and the Code of Ethics.

We believe that the audit evidence obtained by us and the other auditor in terms of their report referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.

Independent Auditor's Report on Quarterly and Year to Date Consolidated Audited Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended - continued

Emphasis of Matter

As described in the Note 5, in preparation of the Statement, the Group has considered the effect of uncertainties due to COVID-19 pandemic on the operations of the Group. The actual impact of COVID-19 pandemic may be different from that estimated as on the date of approval of the Statement. Our report is not modified in respect of this matter.

Management's Responsibilities for the Consolidated Financial Results

The Statement has been prepared on the basis of the consolidated annu al financia l statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net loss and other com prehensive income and other financial information of the Group including its associate in accordance with the recognition and measurement principles laid down in applicable accounting standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the com panies included in the Group and management of its associate are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of t he assets of the Group and its associate and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of t he Statement by the Directors of the Holding Company, as aforesaid.

In preparing the Statement, the respective Board of Directors of the companies included in the Group and the management of its associate are responsible for assessing the ability of the Group and its associate to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liqu idate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and the management of its associate are responsi ble for overseeing the financial reporting process of the Grou p and its associate.

Auditor's Responsibilities for the Audit of the Consolidated Financial Resu lts

Our objectives are to obtain reasona ble assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered materia l if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.

Independent Auditor's Report on Quarterly and Year to Date Consolidated Audited Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended - continued

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform au dit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Group has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Grou p and its associate to continue as a going concern . If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associate to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its associate to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement of which we are the independent au ditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors rema in responsible for the direction, su pervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the Statement of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationshi ps and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Independent Auditor's Report on Quarterly and Year to Date Consolidated Audited Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (listing Obligations and Disclosure Requirements} Regulations, 2015, as amended - continued

Other Matters

1) The Statement include the audited financial results of one subsidiary whose financial statements reflect Group's share of total assets of Rs. 1,417 lakhs as at 31 March 2022, Group's share of total revenue of Rs . 22 lakhs and Rs. 58 lakhs and Group's share of total net loss after tax of Rs. 0. 70 lakhs and Rs. 0.06 lakhs for the quarter ended 31 March 2022 and for the period from 1 April 2021 to 31 March 2022 respectively and net cash flow of Rs. 8 lakhs for the period from 1 April 2021 to 31 March 2022, as considered in the Statement, which have been audited by its independent auditor. The independent auditor's report on the financial statements/results of this entity have been furni shed to us and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this entity, is based solely on the report of such auditor and the procedures performed by us are as stated in paragraph above.

Our opinion on the Statement is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditor.

• 2) The consolidated financia l results also include the Group's share of net profit after tax and tota l comprehensive income of Rs. 18 lakhs for the period from 1 April 2021 to 31 August 2021 as considered in the consolidated financial results, in respect of one associate, based on its interim financial results which have not been reviewed by its auditor. According to the information and explanations given to us by the Management, this interim financial result is not material to the Group. Our conclusion on the Statement is not modified in respect of this matter.
• 3) Attention is drawn to t he fact that the Statement includes the results for the quarter ended 31 March 2022 and the corresponding quarter for the previous year, which are the balancing figures in respect of the full financial year and the published year to date figu res upto the end of the th ird quarter of the relevant fi nancial year, which were subjected to a limited review, as required under the Listing Regulations. Our report on the Statement is not modified in respect of this matter.

For Kulkarni and Company Chartered Accountants Firm Regi stration No. 140959W

A D Talavlikar

Partner Mem. No. 130432

Place: Pune Date: 6 May 2022 UDIN: 22130432AIMTSV7714

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Registered office: 7•h Floor, Ceejay House, Dr. Annie Besant Road, Worli. Mumbai - 400018 Cl1 : L65 I00MI II 987PLC374824 • Tel. o.: +91- 22 4032 385 1 • Fax o.: +9 1- 22 4032 3 191 Web ite: www.glllimited.co.in • Email ID: [email protected]

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31 MARCH 202 2

• Registered office: 7th Floor, Ceejay I louse. Or. Annie Besant Road, Worli, Mumbai - ^{4000 18} Cl : L65 I OOM HI 987PLC374824 • Tel. No.: +9 1- 22 4032 385 1 • Fax No.: +9 1- 22 4032 3 191 Website: www.gtllimited.co.in • Email ID: [email protected]

GFL LIMITED

• Registered office: ih Floor. Ceejay House. Dr. Annie Besant Road, Worli, Mumbai - ⁴⁰⁰⁰¹⁸ CIN: L65 I 00MH I 987PLC374824 • Tel. No.: -'-91 - 22 4032 385 1 • Fax o.: +9 1- 22 4032 3 19 I Website: www.gtllimited .co.in • Email ID: [email protected]

(*) Not Annualised

Registered o ffice: 7'h Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - -1000 18 Cit : L65 l 00M 1-1 I 987PLC374824 • Tel. No.: +9 1- 22 4032 385 1 • Fax o.: f-91 - 22 4032 3 19 1 Website: www.gfllimited.co.in • Email ID: [email protected]

AUDITED CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2022

Registered offi ce: 7tl' Floor. Ceejay House, Dr. Annie Besant Road, Worli. Mumbai - 400 018 Cl :L65100Mlll987PLC374824 • Tel. 1 o.: ~91-224032385 1 • Fax o.: +9 1-2240323191 Website: www.glllimited .co.in • Email ID: [email protected]

Registered office: 7'11 Floor, Cecjay I louse, Dr. Annie Besant Road, Worli, Mumbai - 4000 18 Cl : L6S I 00M H l 987PLC374824 • Tel. No.: +9 1- 22 4032 385 I • Fax o.: +9 1- 22 4032 3 191 Website: www.gtllimited.co.in • Emai l ID: comacL(ri)gfllimited.co.in

AUDITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2022

• Registered office: 7'h Floor, Ceejay I louse, Dr. Annie Besant Road, Worli, Mumbai - ⁴⁰⁰⁰¹⁸ Cl : L65100MHl 987PLC374824 • Tel. o.: +91 - 2240323851 • Fax o.: T91 - 224032319 1 Website: www.gtl limitcd.co.in • Email 10: [email protected]

• Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - ^{4000 18} Cl : L65 I QOM HI 987PLC374824 • Tel. 1 o.: +91- 22 4032 385 1 • Fax o.: +91- 22 4032 3191 Website: www.gtllimited.co.in • Email ID: [email protected]

Note:

1. The consolidated Statement of Cash Flows has been prepared in accordance with 'indirect method' as set out in Ind AS - 7 "Statement of Cash Flows".

2. (*) Amount is less tha n Rs. 1 lakh

Registered office: 7tl• Floor, Ceejay House, Dr. Annie Besant Road. Worli, Mumbai -400 018 Cl : L65 IOOM H I 987PLC374824 • Tel. No.: +91 - 22 4032 3851 • Fax No.: +9 1- 22 4032 319 1 Website: www.gfllimiLed.co.in • Email ID: contact@b!.nlimited.co.in

Notes;

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• 1. The above statement of audited consolidated financial results fo r the qua rter a nd year ended 31 March 2022 were reviewed by the Audit Committee and were therea fter approved by the Board of Directors at its meeting held on 6 May 2022. The Statutory Auditors of the Group have carried out audit of the above audited consolidated financial results pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligatio ns and Disclosure Requirements) Regulations, 2015, as amended, and have issued unmodified opinion.
• 1. During the year ended 31 March 2021, the Hon'ble Nationa l Company Law Tribunal, Ahmedabad Bench ("NCLT") vide its order dated 25 January, 2021 has approved a Composite Scheme of Arrangement (the "Scheme") between GFL Limited, INOX Renewables Limited and INOX Wind Energy Limited (wholly-owned subsidiaries of GFL Limited) as detailed below:
• a) Part A Amalgamation of its wholly-owned s ubsidiary INOX Renewables Lim itetl (1 RL) into GFL Limited w.e.f. 1 April 2020, and
• b) Part B Demerger of the Renewable Energy Business (as more particularly defined in the Scheme) of GFL Limited into its wholly-owned s ubsidiary, INOX Wind Energy Limited, a newly incorporated company for the purpose of vesting of the Renewable Energy Business w.e.f. 1 July 2020.

The aforesaid Scheme was filed with the Registrar of Companies (ROC) o n 9 February, 2021 making the Scheme operative.

The ama lgamation stated in the Part A of the Scheme is accounted in accordance with Appendix C of Ind AS 103: Business Combin a tion being common control business combination.

Consequent to Part B of the Scheme, all the assets and liabilities pertaining to the Renewable Energy Business (as more particularly defined in the Scheme) stand transferred and vested into INOX Wind Energy Limited (IWEL) from its Appointed Date i.e. 1 July 2020. As a consideration for the Part B of the Scheme, a ll the Shareholders of GFL Limited are allotted o ne fully paid-up equity share of Rs. 10 each in I NOX Wind Energy Limited, for every ten fully paid- up equity sha res of Re. 1 each held by them in GFL Limited. The shares of IWEL are listed on BSE and NSE on 11 June 2021. Further, shares of IWEL held by GFL Limited stand cancelled and IWEL has ceased to be a s ubsidiary of GFL Limited.

The Demerger is accounted in accordance with Ind AS 103: Business Combination and accordingly the amounts in respect of demerged Renewable Energy business are s hown separately.

As per applicable Ind AS, the financial results pertaining to the Renewable Energy Business (as de fined in the Scheme) had been classified as Discontinued Operations in the above result Break-up of these is presented below:

Registered office: 7th Floor, Ceejay House, Dr. Annie Besant Road. Worli, Mumbai - 400018 Cl : L65 I QOM HI 987PLC374824 • Tel. No.: +91- 22 4032 385 1 • Fax No.: +9 1- 22 4032 3 191 Website: W\Vw.glllimited.co.in • Email ID: [email protected]

In the above summary, the tax expense include Rs. 3,143 lakhs in respect of deferred tax asset on business losses and unabsorbed depreciation and MAT credit entitlement of IRL written off and included in the discontinued operations since it is pertaining to the demerged Renewable Energy Business.

3. The 'exceptiona l item' includes:

• i) Expenses of Rs. 99 Iakhs for the year ended 31 March 2021 is in connection with the Scheme of Arrangement referred to in note 2 above.
• ii) During the year ended 31 March 2022, out of the above, expense of Rs. 70 Lakhs is now recovered from the demerged company and is disclosed as an exceptional item.
• iii) In case of one subsidiary, forthe year ended 31 March 2021, entertainment tax subsidy recoverable in respect of one of the multiplexes being written off amounti ng to Rs. 408 lakhs, after adjusting the corresponding balance in the deferred revenue account.
• 1. On the composite Scheme of Arrangeme nt, as referred to in Note 2 a bove, becoming operative on 9 February 2021, the holding Company has now become a "Core Investment Company". Division III of Schedule Il l to the Companies Act, 2013, permits presentation of the consolidated financial results on a mixed basis. For the Group, on a consolidated basis, the N BFC operations are not significant. Hence, the consolidated results a re presented predominantly as per Division II of Schedule III to the Companies Act, 2013.
• 1. Impact of COVID-19 pandemic on the Group:

On the Theatrical business: In view of the COVID-19 pandemic situation, the cinema exhibition sector was under lockdown, partial lockdown and operating restrictions, which adversely impacted the cinema exhibition industry a nd consequently the business activities of the Group during the preceding and current financial year. However, due to the relaxation in restrictions and the release of main stream and regional contents the Group has witness significant recovery and an improved performance by the end of financial year. In developing the assumptions relating to possible future uncertainties, the Group has considered all relevant internal and external information available upto the date of approval of these fina ncial results and the Group has used the principles of prudence in applying judgeme nt, estimates and assumptions. Given the uncertainties due to the COVI D-19 pandemic, its actual impact may be different from that estimated as on the date of approval of these financial r esults, which will require the impact assessment on the Group's operations to be continuously monitored.

• 1. Consequent to the outbreak of COVID-19 pandemic, the Group has concluded discussions with the landlords for waiver of rent and common facility charges for the affected period. The Group has been successful in getting relief from most of the la ndlords. The Group has applied the practical expedient to all COVID-19 related rent concessions that meet t he conditions in paragraph 46B of the Ind AS 116: Leases, as amended by the Companies (Indian Accounting Standa rds) Amendment Rules 2020 and the Companies (Indian Accounting Standards) Amendment Rules 2021, for the settlements that have taken place and elected not to assess whether s uch rent concession is a lease modification. Accordingly, for the quarter/year ended 31 March 2022 the Group has recognised rent concessions aggregating to Rs. 2,031/14,498 lakhs (after adjusting rent expense of Rs. 586/1,864 lakhs). The corresponding amount of rent concession recognized was Rs. 4,780/2,634/22,201 la khs (after adjusting rent expense of Rs. 932/640/ 759 lakhs) for the quarter ended 31 December 2021/31 March 2021 a nd for the year ended 31 March 2021· respectively. In accorda nce with principles of fair presentation, the amount of rent concessions has been disclosed as a separate line item in the financial results.
• 1. The Board of Directors of INOX Leisure Limited ("ILL") at its meeting held on 27 March 2022, approved a draft Scheme of Amalgamation ("Scheme") of INOX Leisure Limited (Transferor Company) with PVR Limited (Transferee Company) and their r espective shareholders and creditors, unde r Sections 230 to 232 of the Companies Act, 2013. The share exchange ratio sha ll be 3 equity shares of the face value of Rs. 10 of Transferee Company, credited as ful ly paid-up, for every 10 equity shares of the face value of Rs. 10 each fully paid-up he ld by such member in the Transferor Company. The Scheme is subject to the receipt of requisite a pprovals from Statutory and Regulatory authorities, the respective shareholders a nd credito rs, under applicable laws. As per the scheme, the appointed date for the ama lgamation shall be the effective date of the scheme, or such other date as may be mutually agreed between the parties. The effective date as per the Scheme is the date on which last of the a pprovals or events specified under Clause 9.1 of Part IV of the

Registered office: 7'11 Floor, Ceejay I louse, Dr. Annie Besant Road. Worli, Mumbai - 400018 Cl : L65 I OOM H I 987PLC374824 • Tel.No.: +9 1- 22 4032 385 1 • Fax No.: +9 1- 22 4032 319 1 Website: www.gfllimited.co.in • Email ID: [email protected]

Scheme are satisfied or obtained or have occurred or the requirement of which has been waived (in writing) in accordance with this Scheme. The Scheme has been filed with the Bombay Stock Exchange and the National Stock Exchange on 30 March 2022 fo r their a pproval.

• 1. One of the subsidiaries, INOX Leisure Limited (" ILL") has recognised deferred tax asset on tax losses comprising of unabsorbed depreciation and business loss as per the Income-tax Act, 1961. These tax losses pertain to financial year 2020-21 a nd 2021-22, which is consequent to the COVID-19 pandemic and the resultant lockdown. The business losses can be carried forward for a period of 8 years and the unabsorbed depreciation can be carried forward inde finitely as per the Income-tax Act, 1961. As stated in Note 7, the Board of Directors a t its meeting held on 27 March 2022, approved a draft Scheme of Amalgamation ("Scheme") of INOX Leisure Limited (Transferor Compa ny) with PVR Limited (Tra nsferee Company). As defined in the Scheme, the a ppointed date means the effective date, or such other date as may be mutually agreed between the parties i.e., the appointed date of the Scheme will be determined in future. On the basis of the projections and estimates of the profitability of the ILL and the legal position avai lable, the ILL expects the said business loss and unabsorbed depreciation to be utilized and consequently ILL has concluded that the said deferred tax asset will be recoverable. The deferred tax recognized in respect of business losses and una bsorbed depreciation as at 31 March 2022 is Rs. 8,062 lakhs and Rs. 5,719 lakhs respectively.
• 1. One of the subsidiaries, INOX Leisure Limited (ILL) has allotted 96, 77,419 equity shares through Qualified Institutions Placeme nt (QIP) of face value of Rs. 10 each to the eligible Qualified Institutional Buyers (QIB) at an issue price of Rs 310 per equity share (including a premium of Rs 300 per equity share) aggregating to Rs 30,000 lakhs on 11 June 2021. The issue was made in accordance with the SEBI (issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the "SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder (the "Issue"). Consequently, the Group's holding in INOX Leisure Limited was reduced to 43.15% from 46.85%. However, ILL continues to be the subsidiary of the Company, since as per the Articles of Association of ILL, the GFL Limited is en titled to appoint majority of directors on the Board of ILL if the GFL Limited holds not less tha n 40% of the paid-up equity capital of ILL a nd accordingly the Group is having control over ILL.
• 1. One of the subsidiaries, INOX Leisure Limited ("ILL") he ld 99.29% of the equity shares in its subsidiary, Shouri Properties Private Limited ("SPPL"). During the year, ILL has acquired the balance 0.71 % of shares in SPPL and consequently SPPL has become a wholly owned subsidiary of the ILL with effect from 20 Ja nuary 2022. SPPL holds a license to operate a multiplex cinema theatre. It has taken one multiplex cinema theatre on lease and subleased the same to the ILL. At the meeting of the Board of Directors of the ILL held on 21 January 2022, the Board has approved the draft Scheme of Amalgamation (Merger by Absorption) ("Scheme") under Sections 230 to 232 of the Companies Act, 2013 ("the Act") and relevant applicable sections of the act for amalgamation of SPPL with the ILL subject to approval of the Scheme by the Shareholders, Creditors of the respective Companies (if required), Hon'ble National Compa ny Law Tribunal, Bench at Mumbai (NCL T Mumbai) and subject to approval of any other statutory authorities as may be required. Once sanctioned, the Scheme will be effective from the Appointed Date i.e., 1 February 2022. The first hearing at N CL T Mumba i was held on 12 April 2022 and the directions of NCL T Mumbai are awaited.
• 1. INOX Infrastructure limited, one of the subsidia ries in the group, has retired from its associate, Nexome Realty LLP, w.e.f. 31 August 2021. The loss of Rs. 666 lakhs for year ended 31 March 2022 on account of discontinuance of equity method on retirement is included in other expenses.
• 1. INOX Leasing and Finance Limited has ceased to be the holding company of GFL Limited w.e.f. 22 September 2021.
• 1. During the year, INOX Infrastructur e Limited, one of the subsidiaries in the Group has purchased 5,00,581 equity shares of INOX Leisure Limited (ILL) from open market which represents 0.41 % of I LL's paid-up equity share capital.
• 1. The Group operates in a single operating segment Theatrical Exhibition.

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GFL L IMIT ED Registered office: 7th Floor. Ceejay House, Dr. Annie Besant Road, Worli, Mumbai - 4000 18 CIN: L65100MHl 987PLC374824 • Tel. o.: +91 - 22 4032 385 1 • Fax o.: +9 1-22 4032 3191 Website: www.gtllimited.co.in • Email ID: [email protected]

• 1. Previous period figures have been re-grouped/ r e-classified wherever necessary, to confirm to current period's classification in order to comply with the requirements of the amended Schedule Ill to the Companies Act, 2013 effective 1 April 2021.
• 1. The figures for the quarter ended 31 March 2022 a nd the corresponding quarter fo r the previous year are the ba lancing figures between the audited figures in respect of the full financial year a nd the published year to da te figures upto the third quarter of the fi na ncia l year

On behalfofthe Board of Directors

;;;~~~ Deveadca Kumac Jain 7

(Cha irman & Ma naging Director)

Place: New De lhi Date: 6 May 2022