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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF [●] LIMITED HELD ON [●] AT [●]

APPROVAL OF EMPLOYEE STOCK OPTION PLAN (“ESOP”)

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and subject to the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the Memorandum and Articles of Association of the Company and subject to such approvals, permissions and sanctions as may be necessary, consent of the Board be and is hereby accorded to formulate and implement the Employee Stock Option Scheme titled ‘[Company Name] ESOP Scheme – [Year]’ (“Scheme”).

RESOLVED FURTHER THAT the Scheme be placed before the Members of the Company for their approval by way of Special Resolution in accordance with Regulation 6 of the SBEB Regulations.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Compensation Committee of the Board be and is hereby authorised pursuant to Regulation 5 of the SBEB Regulations to administer and supervise the Scheme including but not limited to:

• identification of eligible employees
• grant, vesting and exercise of options
• determination of exercise price
• interpretation of Scheme provisions
• framing policies and procedures

RESOLVED FURTHER THAT the Company do seek in-principle approval from the Stock Exchange(s) where the equity shares of the Company are listed in terms of Regulation 28 of the LODR Regulations read with Regulation 10 of the SBEB Regulations.

RESOLVED FURTHER THAT the Company Secretary / any Director be and is hereby authorised to:

• issue notice of General Meeting
• make necessary filings with ROC including Form MGT-14
• file applications with Stock Exchanges
• make disclosures under Regulation 30 of LODR Regulations
• do all acts necessary for implementation of the Scheme.