A certified true copy of a shareholder special resolution and accompanying statement pursuant to Sections 230–232 and Section 102 of the Companies Act, 2013, approving a corporate demerger scheme between a demerged company and a resulting company, complete with NCLT meeting authorization and rationale.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE SHAREHOLDERS OF [RESULTING COMPANY NAME] HELD ON _____, ______ DAY OF ______, 20__ AT _______. AT [REGISTERED OFFICE ADDRESS]

TO APPROVE THE SCHEME OF ARRANGEMENT UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

To consider and if thought fit, to pass, with or without modification(s), the following resolutions as Special Resolutions:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions, which may be agreed to by [RESULTING COMPANY NAME] (“Resulting Company”), approval and consent of the members of the Resulting Company be and is hereby accorded to approve the draft Scheme of Arrangement (“Scheme”), proposed to be entered into between the Resulting Company, [DEMERGED COMPANY NAME] (“Demerged Company”) and their respective shareholders and to consent to the proposed demerger with effect from the Appointed Date (as defined in the Scheme), as per the draft Scheme placed before the members.

RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to take further steps for finalizing the Scheme and obtaining the requisite approvals under applicable law for the implementation of the Scheme and for that purpose to initiate all necessary actions including seeking appropriate directions from the NCLT, including the preparation, circulation and filing of all other documents required to be filed in this connection and for such other directions as the NCLT may deem fit and proper, for seeking their approval for the proposed Scheme and to do all such acts, deeds, matters and things, arrange, give such directions as may be deemed necessary or expedient for the completion of aforesaid actions.

RESOLVED FURTHER THAT subject to the directions of the NCLT, the Resulting Company appoints [NAME OF DIRECTOR], Director of the Company, or failing him/her, [NAME OF ALTERNATE DIRECTOR], Director of the Company or such other person as may be directed by the NCLT as Chairperson or the alternate Chairperson (as may be directed by the NCLT) of the NCLT convened meetings of the shareholders and/or creditors of the Resulting Company in relation to the Scheme, if any.

RESOLVED FURTHER THAT copies of the foregoing resolutions certified to be true by any director of the Demerged Company be furnished to all concerned as may be necessary.”

Certified True Copy

For [RESULTING COMPANY NAME]

[Name of Director]

Director

(DIN: [DIN Number])

Address: [Registered Address]

STATEMENT OF MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING

ITEM NO. ___: TO APPROVE THE SCHEME OF ARRANGEMENT UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

The [relevant] business of the Demerged Company is now proposed to be demerged into [RESULTING COMPANY NAME] (“Resulting Company”) with a view to have two separate companies for its two business segments to create increased management focus, resources, agility, and speed to effectively address different industry needs and to better meet the expectations of the customers of both the businesses. Demerger as a mode for carve out has been preferred due to seamless transfer / vesting of the business (along-with all related assets, liabilities, contracts, employees), cash neutral nature and consequential treasury related efficiencies.

The Resulting Company proposes to enter into the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) between [RESULTING COMPANY NAME] (“Resulting Company”), [DEMERGED COMPANY NAME] (“Demerged Company”) and their respective shareholders, in relation to the proposed demerger of the [relevant] business of the Demerged Company to the Resulting Company.

Pursuant to the Scheme, the Resulting Company and Demerged Company would have corporate and operational structures better able to create compelling financial profiles that more accurately reflects the strengths and opportunities of each business and, as a result, offers investors a more targeted investment opportunity, drives growth and furthers value creation, operational optimization and unlocking of significant value in the Resulting Company and Demerged Company.

Pursuant to the Scheme of Arrangement, the Demerged Company and Resulting Company would have better corporate and operational structures and will be able to create compelling financial profiles that more accurately reflect the strengths and opportunities of each business and, as a result, offers investors a more targeted investment opportunity, drives growth and furthers value creation, operational optimization and unlocking of significant value in the Demerged Company and Resulting Company.

When the demerger will come into effect, all assets and liabilities forming part of the [relevant] business of the Demerged Company would be transferred to Resulting Company and become assets and liabilities of the Resulting Company. Therefore, on and after such effectiveness all the outstanding debts in relation to [relevant] business will be serviced by Resulting Company.

None of the directors of the company is concerned or interested in the said resolution except to the extent of their shareholding.

The Board recommends the Special Resolution set forth in Item No. __ of the Notice for approval of the Members.