Board resolution, acquisition of a foreign company by share swap

Certified true copy of the resolution passed at the meeting of the Board of Directors of [Name of the company] held on [Date of Board meeting]

ACQUISITION OF SHARES OF [NAME OF FOREIGN COMPANY] AGAINST ISSUE OF EQUITY SHARES OF THE COMPANY (SHARE SWAP)

"RESOLVED THAT subject to the approval of the members by special resolution under sections 42 and 62(1)(c) of the Companies Act, 2013, and pursuant to sections 179(3), 186 and other applicable provisions of the Act and the rules made thereunder, Rule 9A of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the Foreign Exchange Management (Overseas Investment) Rules, 2022 and Regulations, 2022, and the Master Directions of the Reserve Bank of India, [and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018], the Board hereby approves the acquisition by the Company of [Number of Target shares acquired] [class] shares, representing [__]% of the share capital of [Name of foreign company], a company incorporated in [country] ("the Target"), from the persons listed in the Annexure ("the Transferors"), in consideration of the issue and allotment by the Company to the Transferors of [Number of Company shares issued] equity shares of face value Rs [Face value per Company share (Rs)] each at an issue price of Rs [Issue price per Company share (Rs)] per share (including a premium of Rs [Premium per Company share (Rs)]), aggregating Rs [Total swap consideration (Rs)], in the swap ratio of [Swap ratio: Company shares] equity shares of the Company for every [Swap ratio: for every Target shares] shares of the Target;