Atul : Public Announcement - Buyback of Shares

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Sub: Filing of copy of Board Resolution and Public Announcement pursuant to provisions of Regulation 5 and Regulation 16 of the SEBI (Buy-Back of Securities) Regulations, 2018, as amended ("Buy-back Regulations") read with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

This is to inform you that the Board of Directors of the Company has, at its meeting held on March 25, 2022 ("Board Meeting"), pursuant to the provisions of Article 61 of Articles of Association of the Company and Sections 68, 69 and 70 and all other applicable provisions of the Companies Act, 2013 ("Act") and applicable rules made thereunder and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 ("Buy-back Regulations") and subject to such other approvals, permissions and sanctions as may be necessary, approved the Buy-back of fully paid up equity shares by the Company having face value of~ 10/- each ("Equity Share(s)") from open market through stock exchanges {i.e. through National Stock Exchange of India Limited ("NSE'') and BSE Limited ("BSE"), together "Stock Exchanges"} under the Buy-back Regulations and the Act, for an amount not exceeding ~ 70,00,00,000/- (Rupees seventy crores only) ("Maximum Buy-back Size")excluding transaction costs viz. brokerage, advisor's fees, intermediaries fees, public announcement publication fees, filing fees, turnover charges, applicable taxes such as tax on distributed income on buy-back, securities transaction tax, goods and services tax, income tax, stamp duty, other incidental and related expenses, etc. ("Transaction Costs") at a price not exceeding ~ 11,000/- (Rupees eleven thousand only) per equity share ("Maximum Buy-back Price") payable in cash which represents 2.16% and 2.10% of the total paid-up

Registered office: Atul House, GI Patel Marg, Ahmedabad 380 014, Gujarat, India

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Atul 396 020, Gujarat, Indialegal@atul.co.in I www.atul.co.in

(+91 2632) 230000

equity share capital and free reserves (including securities premium account) as per the audited standalone financial statements and audited consolidated financial statements for the financial year ended on March 31, 2021, respectively from the equity shareholders I beneficial owners of the equity shares of the Company other than the Promoters, members of Promoter Group and persons in control of the Company ("Buy-back").

Further in compliance with Regulation 16 read with Regulation 7 of the Buy-back Regulations, the Company has published the Public Announcement in the following newspapers on March 29, 2022:

• 1. Financial Express - (English) National daily - All Editions.

• 2. Janasatta - (Hindi) National Daily - All Editions.

• 3. Financial Express - (Gujarati) Regional Language - Ahmedabad Edition.

The certified true copy of Board Resolution and newspaper clippings of Public Announcement published in the Financial Express are enclosed herewith for your record.

Kindly receive the same in order and take the same on records.

Thank you,

Yours faithfully,

For Atul Limited

{ifv

Lalit Patni

Company Secretary and Chief Compliance Officer

Encl.: as above

Registered office: Atul House, G I Patel Marg, Ahmedabad 380 014, Gujarat, India

Atul 396 020, Gujarat, India

E~mail:lalit_patni@atul.co.in I Website: www.atul.co.in

Telephone: (+912632)23000013261

TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS

HELD ON MARCH 25, 2022

RESOLVED THAT pursuant to the provisions of Article 61 of the Articles of Association of the Company and the provisions of Sections 68, 69, 70 and all other applicable provisions of the Companies Act, 2013 ("Act") and applicable rules made there under and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ("Buy-back Regulations") and subject to such other approvals, permissions and sanctions as may be necessary, consent of the Board of Directors (hereinafter referred to as the "Board") be and is hereby accorded for the Buy-back of fully paid up equity shares by the Company having face value of~ 10/- each ("Equity Share(s)") from open market through stock exchanges (i.e. through National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), (together "Stock Exchanges") under the Buy-back Regulations and the Act, for an amount not exceeding~ 70,00,00,000 (Rupees seventy crores only) ("Maximum Buy-back Size") excluding transaction costs viz. brokerage, advisor's fees, intermediaries' fees, public announcement publication fees, filing fees, turnover charges, applicable taxes such as tax on distributed income on buy-back, securities transaction tax, goods and services tax, income tax. stamp duty, other incidental and related expenses, etc. ("Transaction Costs") at a price not exceeding~ 11,000/- (Rupees eleven thousand only) per Equity Share ("Maximum Buy-back Price") payable in cash which represents 2.16% and 2.10% of the total paid-up equity share capital and free reserves (including securities premium account) as per the audited standalone financial statements and audited consolidated financial statements forthe financial year ended March 31, 2021, respectively from the equity shareholders I beneficial owners of the Equity Shares of the Company other than the Promoters, members of Promoter Group and persons in control of the Company ("Buy-back").

RESOLVED FURTHER THATthe number of Equity Shares bought back by the Company under the above Buy-back shall not exceed 25% of the total number of outstanding Equity Shares of the , Company.

RESOLVED FURTHER THAT in terms of Regulation 15 of the Buy-back Regulations, the minimum amount to be utilized for the Buy-back shall be ~ 35,00,00,000 (Rupees thirty five crores only), being 50% of the Maximum Buy-back Size ("Minimum Buy-back Size").

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Registered office: Atul House, G I Patel Marg. Ahmedabad 380014, Gujarat, India

Atul 396 020, Gujarat, India

E-mail:lalit_patni@atul.co.in I Website: www.atul.co.in

Telephone: (+912632)23000013261

RESOLVED FURTHER THAT subject to provisions of the Buy-back Regulations, the Buy-back period shall not, in any case, exceed 6 (six) months from the date of opening of the Buy-back and the Board or the Buy-back Committee may, at its absolute discretion, at any time, decide to close the Buy-back upon the amount utilised by the Company under the Buy-back equaling or exceeding the Minimum Buy-back Size.

RESOLVED FURTHER THAT the Buy-back from non-resident shareholders, Overseas Corporate Bodies ("OCBs"), Foreign Portfolio Investors ("FPls") and shareholders of foreign nationality, if any, shall be subject to such approvals, if and to the extent necessary or required from concerned authorities including approvals from the Reserve Bank of India under the Foreign Exchange Management Act, 1999 and rules and regulations framed there under, if any.

RESOLVED FURTHER THAT the amount required by the Company for the Buy-back is to be met out of the balances in free reserves, current surplus and I or cash and cash equivalents and I or internal accruals and I or liquid resources and I or such other permissible sources of funds of the Company, as per the Act and the Buy-back Regulations.

RESOLVED FURTHER THAT the Buy-back would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

RESOLVED FURTHER THAT the Board of Directors hereby confirms that:

i.

All the Equity Shares of the Company are fully paid up except the forfeited shares;

• ii. The aggregate consideration forthe Buy-back, i.e., not exceeding~ 70,00,00,000/- (Rupees seventy crores only) does not exceed 10% of the aggregate of the paid up equity share capital and free reserves (including security premium account) as per the audited standalone financial statements and audited consolidated financial statements, respectively of the Company for the financial year ended on March 31, 2021 and the indicative maximum number of Equity Shares proposed to be bought back under the Buy-back i.e. 63,636 Equity Shares does not exceed 25% of the total number of outstanding Equity Shares in the paid up share capital of the Company;

• iii. The Company shall not issue any equity shares or other specified securities including by way of bonus till the expiry of Buy-back period;

Registered office: Atul House, GI Patel Marg, Ahmedabad 380 014, Gujarat, India

Atul 396 020. Gujarat, India

E-mail:lalit_patni@atul.co.in I Website: www.atul.co.in

Telephone: (+912632)23000013261

• iv. The Company shall not raise further capital for a period of one year from the expiry of Buy-back period except Bonus Issue, Convertible Warrants, Stock Option Schemes, Sweat Equity, Conversion of preference shares or debentures into equity shares;

• v. The Company shall not Buy-back its Equity Shares from any person through negotiated deal whether on or off the Stock Exchange(s) or through spot transactions or through any private arrangement;

• vi. The Company shall not directly or indirectly purchase its own Equity Shares through any subsidiary company including its own subsidiary companies or through any investment company or group of investment companies;

• vii. The Company has not completed a Buy-back of any of its securities during the earlier period of one year reckoned from the date of this meeting;

• viii. There are no defaults subsisting in the repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks nor any such default has arisen at any time during preceding three years;

1x.

The ratio of the aggregate of secured and unsecured debts owed by the Company immediately after the Buy-back shall not exceed the ratio (2:1) as prescribed under Section 68 of the Act and Regulation 4 of the Buy-back Regulations;

• x. No scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act is pending as on the date of this meeting and no such scheme shall be pending on the date of Public Announcement;

• xi. The Company will not withdraw the Buy-back after the Public Announcement of Buy-back is made;

• xii. The funds borrowed from banks and financial institutions will not be used for the Buy-back;

• xiii. The Company has been in compliance with Sections 92, 123, 127 and 129 of the Act.

RESOLVED FURTHER THAT nothing contained herein above shall confer any right on the part of any shareholder to offer, or any obligation on the part of the Company or the Board to Buy-back any Equity Shares, and I or impair any power of the Company or the Board to terminate any process in relation to such Buy-back as permissible by law.

RESOLVED FURTHER THAT in terms of Regulation 24(iii) of the Buy-back Regulations, Mr Lal it Patni, Company Secretary and Chief Compliance Officer of the Company, be and is hereby appointed as the Compl_iance Officer for the Buy-back and Link lntime India Private Limited, Registrar of the Company, be and is hereby appointed as the Investor Service Centre for the Buy-back.

Registered office: Atul House, GI Patel Marg, Ahmedabad 380 014, Gujarat, India

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