NBIFIN2024-05-122024-08-09Resolution1 NBIFIN2024-08-09 Resolution1in-bse-voting:PromoterAndPromoterGroupMemberin-bse-voting:EVotingMember NBIFIN2024-08-09 Resolution1in-bse-voting:PromoterAndPromoterGroupMemberin-bse-voting:PollMember NBIFIN2024-08-09 Resolution1in-bse-voting:PromoterAndPromoterGroupMemberin-bse-voting:PostalBallotMember NBIFIN2024-08-09 Resolution1in-bse-voting:PromoterAndPromoterGroupMemberin-bse-voting:TotalVotingMember NBIFIN2024-08-09Resolution1in-bse-voting:PublicInstitutionMemberin-bse-voting:EVotingMember NBIFIN2024-08-09 Resolution1in-bse-voting:PublicInstitutionMemberin-bse-voting:PollMember NBIFIN2024-08-09 Resolution1in-bse-voting:PublicInstitutionMemberin-bse-voting:PostalBallotMember NBIFIN2024-08-09Resolution1in-bse-voting:PublicInstitutionMemberin-bse-voting:TotalVotingMember NBIFIN2024-08-09Resolution1in-bse-voting:PublicNonInstitutionMemberin-bse-voting:EVotingMember NBIFIN2024-08-09Resolution1in-bse-voting:PublicNonInstitutionMemberin-bse-voting:PollMember NBIFIN2024-08-09 Resolution1in-bse-voting:PublicNonInstitutionMemberin-bse-voting:PostalBallotMember NBIFIN2024-08-09 Resolution1in-bse-voting:PublicNonInstitutionMemberin-bse-voting:TotalVotingMember NBIFIN2024-08-09 Resolution1in-bse-voting:TotalShareholdingMember NBIFIN2024-08-09 Resolution1 iso4217:INRxbrli:purexbrli:sharesiso4217:INRxbrli:shares NBIFIN INE365I01020 N. B. I. Industrial Finance Company Limited Court Convened Meeting 2024-08-09 6343 15 35 0 0 1 Special false ¿RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 (¿Act¿), applicable rules made thereunder, the Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20th June, 2023 (¿SEBI Master Circular¿) issued by the Securities and Exchange Board of India (¿SEBI¿), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and any other circulars / guidelines issued by SEBI applicable to schemes of amalgamation from time to time, Section 2(1B) and other relevant provisions of the Income Tax Act, 1961 and the rules thereunder, and all other provisions of applicable laws, or any amendments thereto or modifications thereof, no objection letter / observation letter dated 26th May, 2023 issued by the National Stock Exchange of India Limited (¿NSE¿), relevant provisions of the Memorandum and Articles of Association of the Company, and subject to sanction/approval(s) of National Company Law Tribunal (¿Tribunal¿ or ¿NCLT¿), and such other approvals, sanctions and permissions of other regulatory or government bodies/tribunals or institutions as may be applicable, and subject to such conditions and modification(s) as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ¿Board¿), the Scheme of Amalgamation of Western India Commercial Company Limited (¿Transferor Company¿), with N.B.I. Industrial Finance Company Limited (¿Transferee Company¿) and their respective shareholders and creditors (¿Scheme¿), a copy of which is enclosed with this Notice and placed before this Meeting and initialed by the Chairperson of the Meeting, as the case may be, for the purpose of identification, be and is hereby approved.nnFURTHER RESOLVED THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by NCLT while sanctioning the Scheme or by any authorities under law, including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper, and to settle any question, difficulty or doubt that may arise in respect of aforesaid without being required to seek any further consent or approval of the Equity Shareholders of the Company or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.nnRESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/ or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from Equity Shareholders of the Company.¿ 1834977 1834975 100 1834975 0 100 0 1834977 0 0 0 0 0 0 1834977 0 0 0 0 0 0 1834977 1834975 100 1834975 0 100 0 3494 0 0 0 0 0 0 3494 0 0 0 0 0 0 3494 0 0 0 0 0 0 3494 0 0 0 0 0 0 618335 119178 19.27 118546 632 99.47 0.53 618335 5 0 5 0 100 0 618335 0 0 0 0 0 0 618335 119183 19.27 118551 632 99.47 0.53 2456806 1954158 79.54 1953526 632 99.97 0.03