\3(4 G'\‘l’ Gujarat Narmada Valley

X\ 4 o= Fertilizers & Chemicals Limited

GNFC Amimshotsav CIN : L24110GJ1976PLC002903
An ISO 9001, ISO 14001, 1SO 45001 & ISO 50001 Certified Company P.O. Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in

NO. SEC/BD/SE/BR /2023-24 FAX : 02642 — 247084

08t November, 2023 E-Mail: [email protected]
Dy General Manager The Manager
BSE Ltd. Listing Department
Corporate Relationship Dept National Stock Exchange of India Ltd.
1st Floor, New Trading Ring, Exchange Plaza,
Rotunda Bldg C-1, Block - “G",
PJ Towers, Dalal Street, Fort Bandra-Kurla Complex, Bandra (E)
Mumbai-400 001 Mumbai — 400 051
Co. Code: BSE - "500670" Co. Code: NSE- "GNFC EQ"

Sub.: Board Resolution for Buyback of Equity Shares

Ref.: Regulation 5(vii) of Securities and Exchange Board of India (Buy-
Back of Securities) Regulations, 2018.

Dear Sir,

The Board of Directors of the Company have approved the Buyback by passing a
resolution on Wednesday, 08" November, 2023. Kindly refer to our letter no.

SEC/BD/SE/UFR/2023-24 dated 08" November, 2023 intimating the Outcome of

the Board Meeting.

Please find enclosed copy of the Board Resolution passed by the Board Members

pursuant to Regulation 5(vii) of the Securities and Exchange Board of India (Buy-
Back of Securities) Regulations, 2018, as amended.

We request you to take the above information on record.

Thanking you,

Yours faithfully,
For GUJARAT NARMADA VALLEY FERTILIZERS & CHEMICAL LIMITED
ASHWINKUMA R
R CHIMANLAL GAvantaL s
SHAH o
w302 w0530
CS A C SHAH
COMPANY SECRETARY & GM (LEGAL)
\3Z -3
'S} Gujarat Narmada Valley
N G2 e == Fertilizers & Chemicals Limited
GNEC Lo A CIN : L24110GJ1976PLC002903
An IS0 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.0. Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF
BOARD OF DIRECTORS OF GUJARAT NARMADA VALLEY FERTILIZERS &
CHEMICALS LIMITED (THE “COMPANY”) HELD ON NOVEMBER 8, 2023 AT 3:00 P.M.
FLOOR,
THROUGH VIDEO CONFERENCING (VC) AT THE MEETING ROOM, 5™
BLOCK NO. 1, NEW SACHIVALAYA, GANDHINAGAR - 382 010.

APPROVAL FOR BUYBACK OF EQUITY SHARES OF THE COMPANY

and all other applicable
“RESOLVED THAT pursuant to the provisions of Sections 68, 69, 70
“Compan ies Act’) read with the Companies
provisions, if any, of the Companies Act, 2013 (the
the Companie s (Manage ment and Administration)
(Share Capital and Debentures) Rules, 2014,
relevant rules made thereunde r, each as amended
Rules, 2014, to the extent applicable and other
s and Exchange Board of India (Buy-Bac k of Securities)
and the provisions of the Securitie
(‘the SEBI Buyback Regulatio ns”), the Securitie s and Exchange
Regulations, 2018, as amended
Obligatio ns and Disclosur e Requirem ents) Regulatio ns, 2015, as amended
Board of India (Listing
on of the Company and
(“ the SEBI Listing Regulations”) and Article 30 of the Articles of Associati
exemptio ns of the Securities
subject to such other approvals, permissions, consents, sanctions and
Board of India (‘the SEBI"), the Reserve Bank of India (“the RBI") and/ or other
and Exchange
Limited (“BSE”), National Stock
authorities, institutions or bodies (together with SEBI, BSE
regulator y or statutory authorities if
Exchange of India Limited (‘NSE”) and RBI along with other
, and subject to such conditions,
any, the “Appropriate Authorities”), as may be necessary
be prescribe d or imposed by the Appropriate
alterations, amendments and/or modifications as may
ns, consents, sanctions and exemptions which
Authorities while granting such approvals, permissio
(‘Board”, which term shall be deemed to
may be agreed, the Board of Directors of the Company
and/ or officials, which the Board may authorise to
include the Buyback Committee of the Board
including the powers conferred by this resolution ), hereby
exercise its powers, from time to time,
by the Company of its fully paid-up equity shares having a
consents and approves the buyback
not exceeding 84,78,100
face value of INR 10 (Indian Rupee Ten only) each (‘Equity Shares”),
eight thousand one hundred) Equity Shares (represen ting 5.46% of the
(eighty four lakhs seventy
31, 2023) at a price
total Equity Shares in the paid-up equity capital of the Company as at March
Share (“Buyback Offer
of INR 770 (Indian Rupees Seven Hundred Seventy only) per Equity
g INR 652,81,37,000
Price”) payable in cash for an aggregate maximum amount not exceedin
Lakhs Thirty-se ven Thousand only),
(Indian Rupees Six Hundred Fifty Two Crores Eighty One
amount hereinaft er referred to as
excluding Transaction Costs (as defined below) (such maximum
7.80% of the aggregat e of the Company's
the “Buyback Offer Size”) which represents 7.90% and
audited standalo ne financial statemen ts of the
paid-up capital and free reserves as per the
consolida ted financial statemen ts of the Company as
Company as on March 31, 2023 and audited
within the 10% statutory limit of the aggregat e of the fully
on March 31, 2023, respectively and is
of the Company as
paid-up share capital and free reserves (including securities premium account)
statement s of the Company as on March 31, 2023 or audited
per the audited standalone financial
respectively, whichever
consolidated financial statements of the Company as on March 31, 2023,
Shares of the
sets out a lower amount, from all the shareholders/ beneficial owners of the Equity
as on a record date i.e;
Company, including promoters and members of the promoter group,
a proportionate basis as
November 24, 2023 (‘Record Date”), through the “Tender Offer” route, on
as the “Buyback’). The
prescribed under the SEBI Buyback Regulations (hereinafter referred to
Exchange Board of India
term “Promoter” will be such person as defined in the Securities and
as amended.
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011,
incurred or
RESOLVED FURTHER THAT the Buyback Offer Size does not include any expenses
payable to the Securities and Exchange Board of
to be incurred for the Buyback viz. filing fees
{ N Gujarat Narmada Valley
“ G 4¥ @ Voo~ Fertilizers
ili & Chemicals
icals Limited
érif’i sz f“méfléim CIN : L24110GJ1976PLC002903
An 10 9001, ISO 14001, ISO 45001
- & 150 50001 Certified Company P.0.Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
ph. (02642) 247001, 247002 Webslew: wwegnfcin
India, brokerage, stock exchange’s charges, costs, fees, turnover charges,
tax, securities transaction tax and goods taxes such as, buyback
and services tax (if any), stamp duty, Merchant
fees, legal counsel fees, advisor'sfees, publication expenses, printing
banker
other incidental and related expenses and dispatch expenses and
and charges (“Transaction Costs”)

RESOLVED FURTHER THAT as requi

red under Regulation 6 of the SEB|
the Company may buyback Equity Buyback Regulations,
Shares from the existing shareholders
and members of the Promoter Group (incl uding Promoter(s)
) (“Eligible Shareholders”) as on
proportionate basis, provided that eithe Reco rd Date, on a
r 15% (fifteen percent) of the total numb
which the Company proposes to buyback er of Equity Shares
or the number of Equity Shares which
are entitled to as per their shareholdi small shareholders
ng as of the Record Date, whicheve
reserved for the small shareholders r is higher, shall be
as defined in the SEBI Buyback Regul
ations.

1/P/CIR/2023/31 issued by SEBI (“SEB

I Master Circular’) and in accordan
CIR/CFD/POLICYCELL/1/2015 dated ce with circular no.
April 13, 2015 and read with the
CFD/DCR2/CIR/P/2016/131 dated Dece SEBI's circular no.
mber 9, 2016, SEBI Circular CFD/DCR-III/
dated August 13 2021 and SEBI CIR/P/2021/615
Circular SEBI/HO/CFD/PoD-2/P/CIR/2023
/35 dated March 08,
modifications for the time being in force
and the Company shall approach the Stock Exchange(s),
as may be required, for facilitating the
same.

shareholders as on Record Date through tender offer in a manner the Board may consider

as the Board may decide from time

to time, and in the absolute discretion
deem fit. of the Board, as it may

rules, regulations framed thereunder,

taken by such non-resident shareholde
rs.

RESOLVED FURTHER THAT the

Buyback would be subject to the
minimum public shareholding requirements as condition of maintaining
specified in Regulation 38 of the
Regulations, and Securities and Exch SEB| Listing
ange Board of India (Substantial Acqui
Takeover) Regulations, 201 1, as amen sition of Shares and
ded and under the Securities Contracts
1957, as amended. (Regulation) Rules,

RESOLVED FURTHER THAT the

proposed Buyback be implemented
shareholders including the promoter(s from the existing eligible
) and promoter group of the Comp
shareholders who may be specifically any (except any
prohibited under the Buyback Regulation
laws), as on the Record Date, from s or other applicable
free reserves and/or securities prem
ium account of the
@Y Ca &Y j
Gujarat Narmada Valley
G2 Q Ve— Fertilizers & Chemicals Limited
GNFC e A hotsav CIN : L24110GJ1976PLC002903
An IS0 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.0. Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in
Company or such other sources or by such mechanisms as may be permitted by law, and on such
terms and conditions as the Board may decide from time to time, and in the absolute discretion of
the Board, as it may deem fit.

RESOLVED FURTHER THAT as required under the provisions of Section 68(6) of the Companies
Act read with Regulation 8 of the SEBI Buyback Regulations, the draft of the Declaration of
Solvency prepared in the prescribed form along with supporting affidavits and other documents,
placed before the meeting be and are hereby approved and that any two from Mr. Pankaj Joshi,
|AS, Managing Director, Smt. Gauri Kumar, IAS (Retd.), Independent Director, Prof. Ranjan Kumar
Ghosh, Independent Director and Dr. N. Ravichandran, Independent Director be and are hereby
authorized jointly, to sign the same, for and on behalf of the Board and that Mr. A C Shah, Company
Secretary and Compliance Officer of the Company be and is hereby authorized to file the same
with the MCA/Registrar of Companies, SEBI, and/or any other concerned authorities, as may be
necessary in accordance with the applicable laws.

RESOLVED FURTHER THAT in terms of Section 69 of the Companies Act, the Company shall
transfer from free reserves or securities premium account and/or such other sources as may be
permitted by law, a sum equal to the nominal value of the Equity Shares bought back through the
Buyback, to the capital redemption reserve account and the details of such transfer shall be
disclosed in its subsequent unaudited/audited financial statements, as may be required under the
applicable laws and rules

RESOLVED FURTHER THAT as required by clause (x) of Schedule | of the SEBI Buyback
Regulations, the Board hereby confirms that it has made a full enquiry into the affairs and prospects
of the Company and the Board has formed an opinion

« that immediately following the date of this resolution, there will be no grounds on which the
Company can be found unable to pay its debts.

« that as regards the Company’s prospects for the year immediately following the date of this
Board resolution, and having regard to the Board’s intention with respect to the management
of the Company’s business during that year and to the amount and character of the financial
resources which will in the Board's view be available to the Company during that year, the
Company will be able to meet its liabilities as and when they fall due and will not be rendered
insolvent within a period of one year from the date of this Board Resolution; and

« in forming their opinion for the above purposes, the Board has taken into account the liabilities
(including prospective and contingent liabilities) as if the company were being wound up under
the provisions of the Companies Act or the Insolvency and Bankruptcy Code 2016, as
amended.

RESOLVED FURTHER THAT confirmation is hereby made by the Board that

a. all Equity Shares of the Company are fully paid up;

b. the Company shall not issue any equity shares or other specified securities from the date of
the Board Meeting, including by way of bonus issue till the expiry of the Buyback period i.e.
date on which the payment of consideration to shareholders who have accepted the Buyback
offer is made in accordance with the provisions of 24(i)(b) of Buyback Regulations, any
circulars or notifications issued by SEBI in connection therewith;
c\z
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G,sjN Gujarat Narmada Valley
2L G288 Z’;;? Fertilizers & Chemicals Limited
GNFEC s Fe - CIN : L24110GJ1976PLC002903
An IS0 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.0.Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in
the Company shall not raise
c. as per Regulation 24(i)(f) of the SEBI Buyback Regulations,
expiry of the Buyback period i.e. the date on
further capital for a period of one year from the
Buyback offer
which the payment of consideration to shareholders who have accepted the
is made except in discharge of subsisting obligations;
securities from any
d. the Company shall not buyback its Equity Shares or other specified
on or off the stock exchanges or through spot
person through negotiated deal whether
Buyback;
transactions or through any private arrangement in the implementation of the
(Indian Rupees Six
e. the aggregate maximum amount of the Buyback i.e. INR 652,81,37,000
Thirty-seven Thousand only) does not exceed
Hundred Fifty-Two Crores Eighty-One Lakhs
total paid-up capital and free reserves based on both audited
10% of the aggregate of the
of the Company as on March 31, 2023 or audited
standalone financial statements
sets out
consolidated financial statements of the Company as on March 31, 2023, whichever
a lower amount.
the Buyback i.e.
. the maximum number of Equity Shares proposed to be purchased under
Shares does not
84,78,100 (eighty-four lakhs seventy-eight thousand one hundred) Equity
paid-up equity capital
exceed 25% of the total number of Equity shares in the existing total
of the Company as on March 31,2023,
arrangement pursuant to
g. there are no pending schemes of amalgamation or compromise or
the Companies Act involving the Company, as on date;
date of passing of this
h. the Buyback shall be completed within a period of one year from the
resolution;
period of one year
i. the Company shall not make any further offer of buyback within a
the payment of
reckoned from the expiry of the Buyback period i.e. date on which
consideration to shareholders who have accepted the Buyback offer is made;
of the
j. the Company shall not withdraw the Buyback offer once the public announcement
offer of the Buyback is made;
k. the Company shall comply with the statutory and regulatory timelines in respect of the
the SEBI Buyback
buyback in such manner as prescribed under the Companies Act and/ or
Regulations and any other applicable laws;
institutions for the
|. the Company shall not utilize any money borrowed from banks or financial
purpose of buying back its Equity Shares;
m.the Company shall not directly or indirectly purchase its own Equity Shares:
if any or;
« through any subsidiary company including its own subsidiary companies,
« through any investment company or group of investment companies;
127 and 129 of the
n. the Company is in compliance with the provisions of Sections 92, 123,
Companies Act;
thereon,
0. there are no subsisting defaults in the repayment of deposits, interest payment
preference shares
redemption of debentures or payment of interest thereon or redemption of
or repayment of any term loans or interest
or payment of dividend due to any shareholder,
payable thereon to any financial institution or banking company;
it is confirmed that
p. As per Regulation 5(i)(c) and Schedule I(xii) of the Buyback Regulations,
there is no breach of any covenants of the loans taken;
q. the Company will not buyback Equity Shares which are locked-in or non-transferable, until
the pendency of such lock-in, or until the time the Equity Shares become transferable, as
applicable;
r. the ratio of the aggregate of secured and unsecured debts owed by the Company to the fully
paid-up share capital and free reserves shall be less than 2:1 on Standalone or Consolidated
basis, whichever sets out a lower amount, after the proposed Buyback;
E
AN Y Gujarat Narmada Valley
‘@ L’l’ Vo Fertilizers & Chemicals Limited
) L
GNEC AR MEhotsav CIN : L24110GJ1976PLC002903
An 1SO 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.0. Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in
s. the Company shall transfer from its free reserves or securities premium account and/ or such
sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares
purchased through the Buyback to the capital redemption reserve account and the details of
such transfer shall be disclosed in its subsequent unaudited/audited financial statements;
t. the Buyback shall not result in delisting of the Equity Shares from BSE and NSE
u. the Buyback would be subject to the condition of maintaining minimum public shareholdin
g
requirements as specified in Regulation 38 of the SEBI Listing Regulations;
V. as per Regulation 24(i)(e) of the SEBI Buyback Regulations, the promoters and members
of
promoter group, and their associates, shall not deal in the Equity Shares or other specified
securities of the Company either through the stock exchanges or off-market (including inter-
se transfer of Equity Shares among the promoters and members of promoter group) from
the date of the Board Meeting till the closing of the Buyback offer:
Ww. that the Company has not completed a buyback of any of its securities during the period
of
one year immediately preceding the date of the Board Meeting;
X. the consideration for the Equity Shares bought back by the Company shall be paid only
by
way of cash, through normal banking channels;
y. The Equity Shares bought back by the Company will be extinguished and physically
destroyed in the manner prescribed under the SEBI Buy Back Regulations and
the
Companies Act within 7 (Seven) working days of the date of payment of consideration
to
Eligible Shareholders who have tendered the Equity Shares under the Buy Back Offer;

RESOLVED FURTHER THAT the Buyback is being proposed in keeping with the Company's
desire to (a) optimize returns to shareholders; (b) enhance overall shareholders
value; and (c)
optimize the capital structure

RESOLVED FURTHER THAT Mr. Pankaj Joshi, IAS, Managing Director, Smt. Gauri Kumar, IAS
(Retd.), Independent Director, Prof. Ranjan Kumar Ghosh, Independent Director and
Dr. N
Ravichandran, Independent Director, be and are hereby severally authorized to make necessary
applications to the statutory, regulatory or governmental authorities as may be required
under the
applicable law; to sign, execute and deliver all such papers, deeds, documents,
agreements,
undertakings, declarations and forms, which are necessary and incidental thereto and to
do all
such acts, deeds, things and matters that may be necessary, expedient or proper with regard
to
the implementation of the Buyback or for matters incidental thereto in order to successfull
y
complete the Buyback.

RESOLVED FURTHER THAT KFin Technologies Limited, be and is hereby appointed and
designated as the Investor Service Centre and Registrar for the Buyback in accordance with the
applicable laws including the SEBI Buyback Regulations, on the terms and conditions
as set outin
the draft engagement letters, and that Mr. Pankaj Joshi, IAS, Managing Director, Mr. D V Parikh,
Chief Financial Officer and Mr. A C Shah, Company Secretary and Compliance Officer of the
Company of the Company be and are hereby severally authorized to sign the same (including
any
amendment thereto) for and on behalf of the Company

RESOLVED FURTHER THAT Mr. A. C Shah be and is hereby appointed as the Compliance
Officer
for the Buyback and KFin Technologies Limited, Registrar to the Buyback be and is
hereby
designated as the investors service centre, as required under regulation 24(iii) of the SEBI Buyback
Regulations.

RESOLVED FURTHER THAT SBI Capital Markets Limited, be and is hereby appointed as the
Manager to the Buyback.
 2 - .sz
&;‘G Y _
Gujarat Narmada Valley
L G2 Q o= Fertilizers & Chemicals Limited
GNFC oy Amimahotsav CIN : L24110GJ1976PLC002903
An IS0 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.0. Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in

RESOLVED FURTHER THAT SBICAP Securities Limited, appointed as the Stock Broker to the
Buyback in accordance with the relevant provisions of the SEBI Buyback Regulations, on the
terms and conditions as set out in the draft engagement letters, and that Mr. Pankaj Joshi, IAS,
Managing Director, Mr. D V Parikh, Chief Financial Officer and Mr. A C Shah, Company Secretary
and Compliance Officer of the Company be and are hereby severally authorized to sign the same
(including any amendment thereto) for and on behalf of the Company and the consent of the
Board be and is hereby accorded to open a depository account and a trading account in
connection with and for the purpose of the Buyback.

RESOLVED FURTHER THAT Crawford Bayley & Co., be and is hereby appointed as legal advisor
of the Company for the purpose of the Buyback.

RESOLVED FURTHER THAT the BSE Limited be and is hereby appointed as the designated
stock exchange for the purpose of the Buyback.

RESOLVED FURTHER THAT, the Board hereby takes on record the report dated November 08,
of
2023 issued by M/s Suresh Surana & Associates LLP, Statutory Auditors, the statutory auditor
the Company, as required under clause (xi) of Schedule | of the SEBI Buyback Regulations.

the
RESOLVED FURTHER THAT in respect of the Buyback, the Board do hereby authorize
Buyback Committee to take all further necessary actions including finalizing, approving, executing,
signing and filing of public announcementin accordance with the SEBI Buyback Regulations and
as may be required by applicable law.

RESOLVED FURTHER THAT November 24, 2023 be and is hereby approved to be the Record
Date for the purpose of determining the entitlement and the names of the shareholders who are
eligible to participate in the Buyback.

RESOLVED FURTHER THAT for the purpose of giving effect to the Buyback, a committee of the
Board (the “Buyback Committee”) be and is hereby constituted as follows:

Name of the Director Position in Designation

Buyback
Committee
Prof. Ranjan Kumar Ghosh | Chairman Independent Director
Smt. Gauri Kumar, IAS (Retd.| Member Independent Director
Dr. N Ravichandran Member Independent Director
Mr. Pankaj Joshi, IAS Member Managing Director

The powers of the Board in respect of Buyback be and are hereby delegated to the Buyback
Committee and the Buyback Committee is hereby authorized to do all such acts, deeds, matters
and things as it may in its absolute discretion deem necessary, expedient, usual or proper, in
relation to the Buyback, including but not limited to, the following:

« finalizing the terms of Buyback including the mechanism for the Buyback, the schedule/ timeline
of activities including the dates of opening and closing of the Buyback, Record Date, entitlement
ratio; the timeframe for completion of the Buyback, making any amendment(s) and modification(s)
to such terms as may be prescribed by the Appropriate Authorities or such other acts & things as
they may deem fit
i’s GYN Gujarat Narmada Valley
N 4 G2 e 7= Fertilizers & Chemicals Limited
GNFC = S horsay CIN : L24110GJ1976PLC002903
An ISO 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.0. Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in

and execution of escrow arrangement(s) in accordance with the SEBI Buyback

« negotiation
Regulations;

into escrow and other agreements with and to give instructions to the bankers in
« enter
signatories to such accounts including bank
connection therewith and to decide authorised
accounts, escrow accounts and special account
of the
« earmarking and making arrangements for adequate sources of funds for the purpose
to arranging for bank guarantees as may be necessary for the
Buyback including but not limited
Buyback in accordance with applicable laws;
bank
« opening, operating and closing of all necessary accounts for this purpose, including
accounts, escrow account, special account, and authorizing
accounts, demat account, depository
persons to operate the such accounts;
deposited in
« deciding the form (whether cash deposit or bank guarantee) and the amount to be
the escrow account;

agent(s),
« appointing and finalizing the terms of designated stock exchange, broker(s), escrow
ies/ agencies /
registrar, depository participants, advertising agency and such other intermediar
into agreement s/
persons including payment of commission, brokerage, fee, charges etc. and enter
letters in respect thereof,

initiate all necessary actions for preparing, executing, approving, signing and filing of public
«
announcement, letter of offer; including any modification, or amendment or corrigendum thereto,
the
various related documents as may be necessary or desirable in connection with or incidental to
Equity Shares
Buyback including affidavit/certificates for declaration of solvency, extinguishment of
advertisem ent which are required to be filed
and certificate of extinguishment and post-completion
stock
in connection with the Buyback on behalf of the Board and other filings with SEBI, ROC, the
exchange and other appropriate authorities, if any;

« to determine, finalise and pay tax on Buyback;

« providing such confirmation and opinions as may be required in relation to the Buyback;

« creating and maintaining requisite statutory registers and records and furnishing requisite
returns to Appropriate Authorities;

execute, and
« to deal with stock exchanges (including their clearing corporations), and to sign,
may be necessary or desirable in connection with implementi ng the
deliver such documents as
m for acquisition of shares through Stock Exchange” notified by SEBI
Buyback using the "Mechanis
POLICYCE LL/1/201 5 dated April 13, 2015 read with SEBI circular
vide circular CIR/CFD/
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, SEBI/HO/CFD/CMD1/CIR/P/2020/144
13,
dated July 31, 2020 and SEBI circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August
any amendmen ts
2021 and SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated March 8, 2023, including
or statutory modifications for the time being in force;

and accepting any change(s) or modification(s) in the Buyback mechanism and the
« proposing
documents connected with the said Buyback including declaring a reduction/extension of the
si’ G}‘i’ Gujarat Narmada Valley
Y @ o Fertilizers & Chemicals Limited
GNFC s AR hotsav CIN : L24110GJ1976PLC002903
An ISO 9001, ISO 14001, 1SO 45001
& ISO 50001 Certified Company P.0.
0. Narmadanagar -- 392015, , Dist. Dist. Bharuch, 3 Gujarat, , Indi
India
Ph. (02642) 247001, 247002 Website: www.gnfc.in
with applicable law;
Buyback offer period, as may be deemed fit and necessary in compliance

as may be necessary with regard to the Buyback and to initiate all

« to sign the documents
ngs,
necessary actions for preparation and issue of various documents and such other undertaki
the implementation
agreements, papers, documents and correspondence as may be necessary for
s, Registrar of Companie s, stock exchanges, and
of the Buyback to the Appropriate Authoritie
depositories;

documents to, and

« making all necessary applications, providing all required information and
representing the Company before third parties, in relation to the Buyback;

the instructions of the Manager to the Buyback as required

« to authorise bankers to act upon
under the Buyback Regulations;

and
« taking all actions for obtaining all required certificates and reports from statutory auditors
other third parties as required under applicable law;

of acceptance, pay
« taking all actions to verify offers and acceptances received, finalize the basis
share certificates
the shareholders consideration for shares bought back, approve split of physical
Shares in physical forms
and issue new consolidated share certificates for the unaccepted Equity
destruction of the
and transfer of shares, extinguish dematerialised shares and ensure the physical
and filing of
share certificates with respect to the Equity Shares bought back by the Company
the Buyback on behalf of the
certificate of extinguishment required to be filed in connection with
Company and/ or Board, as required under applicable law;

approve the final acceptance of Equity Shares tendered under the Buyback process;
«

the implementation
« settling all such questions, difficulties or doubts that may arise in relation to
of the Buyback;

explanation, declarations and confirmation in relation to the public

« giving any information,
announcement, letter of offer as may be required by the relevant authorities;
and submit them to the
« carrying out incidental documentation and to prepare applications
Appropriate Authorities for their requisite approvals and/or exemptions;

Buyback and
« todo all such acts, deeds, matters and things incidental and in connection with the
; and
sign and deliver such documents as may be necessary, desirable and expedient

to any authorized
« delegating all or any of the powers and/or authorities conferred as above,
effect to the aforesaid resolution or to accept any
representative(s) of the Company to give
be suggested by the Appropria te Authoritie s or advisors.
change(s) or modification(s) as may
for
RESOLVED FURTHER THAT the quorum for any meeting of the Buyback Committee
in person or through
implementing the Buyback shall be any two members present, either present
ing, and the Buyback Committe e may approve by passing appropriat e resolutions
video conferenc
(including by way of circular resolution) in connection with the above stated matters.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Buyback
or desirable
Committee be and is hereby authorized to give such directions as may be necessary
%& GG 3V) j
Gujarat Narmada Valley
N Vv G2 {+] Fertilizers & Chemicals Limited
GNFEC e CIN : L24110GJ1976PLC002903
An SO 9001, ISO 14001, ISO 45001
& ISO 50001 Certified Company P.0. . Narmadanagar -- 392015, , Dist. Dist. Bharuch, , Gujarat,
Gujarat, Indi
India
Ph. (02642) 247001, 247002 Website: www.gnfc.in
relation to the Buyback
and to settle any questions or difficulties whatsoever that may arise in

the power and authority to

RESOLVED FURTHER THAT the Buyback Committee shall have
authoriti es conferre d upon it to any officer(s) and/or
delegate all or any of the powers and/or
ns and to revoke
representatives of the Company, in order to give effect to the aforesaid resolutio
to time
and substitute such delegation / sub-delegation of authority from time
ed to do all such
RESOLVED FURTHER THAT the Buyback Committee be and is hereby authoris
deem necessary, expedient or
acts, deeds, matters and things as it may, in its absolute discretion
to carrying out incidental
proper for the implementation of the Buyback, including but not limited
authoriti es for their approvals and
documentation as also to make applications to the appropriate
of various document s, opening of
to initiate all necessary actions for preparation and issue
of share certificat es and ‘Certificate
accounts, public announcement, letter of offer, extinguishment
the Buyback on behalf of the Board and
of Extinguishment' required to be filed in connection with
ts and corresp ondence as may be
such other undertakings, agreements, papers, documen
ROC, depositories and/or
necessary for the implementation of the Buyback to the SEBI, RBI, BSE,
other authorities.
this resolution, the Buyback
RESOLVED FURTHER THAT for the purpose of giving effect to
alteration(s), modification(s) to the
Committee be and is hereby authorized to accept and make any
concerning any aspect of the
terms and conditions as it may deem necessary and expedient,
to give such directions as may
Buyback, in accordance with the statutory requirements as well as
or doubts that may arise and
be necessary or desirable, to settle any questions, difficulties
in its absolute discretion deem
generally, to do all acts, deeds, matters and things as it may,
or in connecti on with or for matters
necessary, expedient, usual or proper in relation to
consent or approval of the Board or
consequential to the Buyback without seeking any further
otherwise to the end and intent that they shall be deemed to have given their approval thereto
expressly by the authority of this resolution.
have a bearing on the decision of
RESOLVED FURTHER THAT no information/ material likely to
ated in the manner that
the shareholders has been/shall be suppressed/ withheld and/ or incorpor
of it transpiring at any point of
would amount to mis-statement/ misrepresentation and in the event
and/ or amounts to mis-
time that any information/ material has been suppressed/ withheld
be liable for penalty in terms of
statement/ misrepresentation, the Board and the Company shall
the provisions of the Companies Act and SEBI Buyback Regulations.
on any shareholder
RESOLVED FURTHER THAT nothing contained herein shall confer any right
or the Buyback Committee to buy
to offer, or confer any obligation on the Company or the Board
or the Board or the Buyback Committee to
back any shares, or impair any power of the Company
terminate any process in relation to such Buyback, if permitted by law.

of Equity Shares bought back

RESOLVED FURTHER THAT the Company shall maintain a register
so bought, consider ation paid for the Equity Shares bought back,
wherein details of Equity Shares
the Equity Shares and such other
date of cancellation of Equity Shares and date of extinguishing
entered and that Mr. A C Shah,
particulars as may be prescribed in relation to the Buyback shall be
y be and is hereby severally
Company Secretary and Mr. Rajesh Pillai, Deputy Company Secretar
authorized to authenticate the entries made in the said register.

RESOLVED FURTHER THAT the particulars of the Equity Share certificates extinguished and
es within seven working days
destroyed shall be furnished by the Company to the Stock Exchang
si‘’ ‘sli’ .
Gujarat Narmada Valley
L G2 @ o= Fertilizers & Chemicals Limited
GNEFC e A MShotsay CIN : L24110GJ1976PLC002903
An 1SO 9001, ISO 14001, ISO 45001 & ISO 50001 Certified Company P.0. Narmadanagar - 392015, Dist. Bharuch, Gujarat, India
Ph. (02642) 247001, 247002 Website: www.gnfc.in
of such extinguishment or destruction of the certificates and the dematerialised Equity Shares shall
be extinguished and destroyed in the manner as specified under the Securities and Exchange
Board of India (Depositories and Participants) Regulations, 2018 and the bye-laws, circulars,
guidelines framed thereunder, each as amended, and that Mr. A C Shah, Company Secretary and
Mr. Rajesh Pillai, Deputy Company Secretary be and is hereby severally authorized to do all such
acts as may be required for this purpose.

RESOLVED FURTHER THAT Mr. A C Shah, Company Secretary and Mr. Rajesh Pillai, Deputy
Company Secretary of the Company be and are hereby severally authorized to send the necessary
intimations to the Stock Exchanges in relation to this resolution, as may be required under the SEBI
Listing Regulations; to file necessary e-forms with the Registrar of Companies, and to do all such
acts, deeds and things or incidental for signing and filing of forms, payment of fees etc. and to do
all such other acts, things and deeds, as may be required for the aforesaid purpose or other services
as that may be necessary to give effect to the above resolution.

RESOLVED FURTHER THAT a copy of this Resolution duly certified to be true by Mr. A C Shah,
Company Secretary and Mr. Rajesh Pillai, Deputy Company Secretary of the Company be issued
as may be necessary, to give effect to the above resolution.

Certified True Copy

For Gujarat Narmada Valley Fertilizers & Chemicals Limited

ASHUNKUMAR.
CHMANLAL
SHan
CS A C SHAH
COMPANY SECRETARY & GM (LEGAL)