Board resolution for issue of shares against shares of a foreign company (swap)

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

ACQUISITION OF [FOREIGN COMPANY] BY WAY OF SWAP AND ISSUE OF EQUITY SHARES TO ITS SHAREHOLDERS

"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 the rules made thereunder, and pursuant to Rule 9A and Schedule I of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the Foreign Exchange Management (Overseas Investment) Rules, 2022 and Regulations, 2022, and all other applicable laws, the Board approves the acquisition by the Company of [Number of Target shares being acquired] shares, being [__]% of the issued share capital, of [Name of foreign company], a company incorporated in [jurisdiction] ("the Target"), from the persons listed in the Annexure ("the Transferors"), in consideration of the issue to them of [Number of Company shares to be issued] fully paid equity shares of the Company of face value Rs [Face value per Company share (Rs)] each at a price of Rs [Issue price per Company share (Rs)] per share (including a premium of Rs [Premium per Company share (Rs)]), on the terms of the share swap agreement placed before the meeting.