Board resolution, issue of rupee-denominated bonds / FCCBs overseas

Certified true copy of the resolution passed at the meeting of the Board of Directors of [Company name] held on [Date of Board meeting] at [place / through video conferencing]

ISSUE OF [RUPEE-DENOMINATED BONDS / FOREIGN CURRENCY CONVERTIBLE BONDS] TO PERSONS RESIDENT OUTSIDE INDIA

"RESOLVED THAT pursuant to section 179(3)(c) and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Foreign Exchange Management Act, 1999, the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 as amended by the Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations, 2026 (Notification No. FEMA 3(R)(5)/2026-RB dated 09.02.2026), [the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993], [the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015], and subject to the approval of the members by special resolution and to such other approvals as may be required, the consent of the Board be and is hereby accorded to the issue of [RDBs / FCCBs] of an aggregate principal amount not exceeding [Rs ____ crore / USD ____ million], in one or more tranches, by way of private placement to persons resident outside India who are recognised lenders under Schedule I to the said Regulations, on the following principal terms: