Board resolution, conversion of ECB and allotment of shares

Certified true copy of the resolution passed at the meeting of the Board of Directors of [Name of the company] held on [DD.MM.YYYY]

CONVERSION OF EXTERNAL COMMERCIAL BORROWING (LRN [ECB Loan Registration Number (LRN)]) AND ALLOTMENT OF [Number of shares allotted] [CLASS] SHARES TO [NAME OF LENDER]

"RESOLVED THAT pursuant to section 62(3) and other applicable provisions of the Companies Act, 2013, the special resolution of the members passed on [Date of members' special resolution] (being prior to the raising of the loan on [Date the loan was raised]) [or: section 62(1)(c) and section 42 of the Companies Act, 2013 and the special resolution of the members passed on DD.MM.YYYY], para 13 of Schedule I to the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018, as substituted with effect from 16.02.2026, and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, and on the basis of the letter of consent of [Name of lender] dated [Date of lender's consent letter], the Board hereby approves the conversion of [currency and amount] outstanding under the external commercial borrowing bearing LRN [ECB Loan Registration Number (LRN)] into [Number of shares allotted] [class] shares of face value Rs [Face value per share (Rs)] each at an issue price of Rs [Issue price per share (Rs)] per share (including a premium of Rs [Premium per share (Rs)]), and allots the said shares to [Name of lender], [Lender's address], a person resident outside India, credited as fully paid up, in full discharge of the said amount.