Board resolution noting the share exchange ratio report and fairness opinion

Extract of minutes of the Board meeting of [Name of the company] held on [Date of Board meeting]

"RESOLVED THAT the Board has considered the report dated [Date of valuation report] (VRIN [Valuation Report Identification Number (VRIN)]) of [Registered valuer's name], Registered Valuer — Securities or Financial Assets (IBBI Registration No. [Valuer's IBBI registration number]), recommending a share exchange ratio of [Share exchange ratio: new Transferee shares] equity share(s) of Rs [Transferee share face value (Rs)] each of [Transferee] for every [Share exchange ratio: for every Transferor shares held] equity share(s) of Rs [Transferor share face value (Rs)] each of [Transferor], determined as at [valuation date] on the basis of the [income, market and asset approaches with weights of __%, __% and __%], [and the fairness opinion dated __ of __, SEBI-registered merchant banker (Registration No. INM______), that the ratio is fair to the shareholders], and is satisfied that the ratio is fair and reasonable;

RESOLVED FURTHER THAT the Board notes that [there are no special valuation difficulties / the following special valuation difficulties were identified and addressed: __], and that the effect of the scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders is set out in the report of the directors under section 232(2)(c) approved at this meeting;