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CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF
DIRECTORS OF PQR PRIVATE LIMITED (“COMPANY”) IN THEIR MEETING
HELD ON 02.02.2024 AT MUMBAI AT THE REGISTERED OFFICE OF THE
COMPANY AT APPOLLO TOWERS, BANDRA KURLA COMPLEX, MUMBAI, INDIA

The Chairman informed the Board of Directors of the Company that, as per Section 42, Section
62(3), Section 71, Section 179, Section 180 and other applicable sections of the Companies Act,
2013 and the rules made thereunder and any amendment or modifications thereof, if any, and
underthe provisions of the Memorandum and Articles of Association of the Company,subject to
the approval of the shareholders, if required, that the Company is issuing / proposing to issue up
to 1000 unlisted, unrated, senior, secured, redeemable transferable non-convertible debentures,
having face value of Rs. 200 each aggregating up to Rs. 200000, (hereinafter referred to as
“Debentures”) for cash at private placement basis on the terms and conditions as contained in the
Transaction Documents, and provide such security as may be required for securing the Debentures
on terms and conditions mentioned in the Debenture Trust Deed that is placed in the meeting, in
favour of “XYZ” (“Debenture Trustee”) acting for the beneficial interest of the Debenture
Holders) (“Debenture Trust Deed”).

(Except as otherwise defined herein, all capitalised terms shall have the meaning ascribed to such
terms in the Debenture Trust Deed and/or other Transaction Documentsas the case may be.)

The Chairman informed the Board that as per Section 42 of the Companies Act, 2013, for private
placement of the Debentures, the permission of the shareholders by way of special resolution in a
general meeting will be required for the Debentures.The Directors were further informed that a
debenture trustee would have to be appointed for the purpose of Debentures.

The Directors were further informed that for securing due repayment of the Secured Obligations
in relation to the Debentures the following Security is proposed to be created:

1. A first and exclusive charge by way of mortgage created over the Mortgaged Property in
terms of Memorandum of Entry along with Declaration; and
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2. Such other security interest as may be required by the Debenture Trustee (acting on the
instructions of the Majority Debenture Holders).

The Chairman further informed the Board that the Company would appoint ITC Trusteeship
Limited as the trustee to hold the security for and on behalf of the holders of the Debentures.

The Directors were further informed that in connection with the aforesaid proposal, the following
documents (“Transaction Documents”) would be required to be executed:

1. Debenture Trustee Appointment Agreement to be executed inter alia by and between the
Company and the Debenture Trustee (“Debenture Trustee Appointment Agreement”);

2. Debenture Trust Deed to be executed inter alia by the Company and the Promoters in
favour of the Debenture Trustee (“Debenture Trust Deed”);

3. Memorandum of Entry along with Declaration to be executed by the Developer in favour

of the Debenture Trustee (“Memorandum of Entry” and “Declaration”); and

4. Any other document that the Debenture Trustee and/or the Debenture Holders may request
the Company to execute.

(collectively “Transaction Documents”)

The Chairman, thereafter placed before the Board a copy of Transaction Documents to be executed
in connection with the Debentures and Debenture Trust Deed. The Board took a note of the terms
and conditions and other contents of the said documents.

After discussions, the following resolutions were passed unanimously:

“RESOLVED THAT in accordance with Section 42, Section 62(3), Section 71, Section 179,
Section 180 and other applicable provisions, if any, of the Companies Act, 2013, the Rules framed
thereunder (including any statutory amendment or modifications or re-enactment thereof, for the
time being in force), the provisions of the Memorandum and Articles of Association of the
Company and all other provisions of applicable law, the Board does hereby approve the issuance
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of up to 1000 unlisted, unrated, senior, secured, redeemable transferable non-convertible
debentures, having face value of Rs. 200 each aggregating up to Rs. 200000 (hereinafter referred
to as “Debentures”) for cash, at par, on a private placement basis, in terms of the Debenture Trust
Deed.”

“RESOLVED FURTHER THAT approval of the Board of Directors of the Company be and is
hereby granted tothe Companyfor creating the following Security for securing due repayment of
the Secured Obligations in relation to the Debentures:

1. A first and exclusive charge by way of mortgage created over the Mortgaged Property in
terms of Memorandum of Entry along with Declaration; and

2. Such other security interest as may be required by the Debenture Trustee (acting on the
instructions of the Majority Debenture Holders).

“RESOLVED THAT Debenture Trustee is to be appointed for the purpose of acting as debenture
trustee in respect of the Debentures issued by the Company and further that the Company, by the
hand of its Authorized Signatories, execute all such agreements and documents as may be required
to confirm such appointment.”

“RESOLVED THAT, the consent of all the Directors of the Board of the Company be and is
hereby accorded to execute the Transaction Documents in a form and manner satisfactory to the
Debenture Trustee including but not limited to Debenture Trustee Appointment Agreement,
Debenture Trust Deed, Personal Guarantee, and all other Transaction Documents and any other
required documents.”

“RESOLVED FURTHER THAT “ABC”, the Managing Director (“Authorised Signatories”)

be and are hereby severally authorized to enter into, execute and register (as the case may be)
Debenture Trustee Appointment Agreement, Debenture Trust Deed, Personal Guarantee and other
Transaction Documents, agreements, powers of attorney, letters, undertakings, confirmations,
declarations and to do such other things, acts,deeds or matters as may be required by the Debenture
Trustee.”
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“RESOLVED FURTHER THAT the Private Placement Offer Letter (in the format set out in
Form No. PAS-4 under the Companies Act, 2013) together with an application form be issued to
the applicants, inviting them to subscribe to the Debentures and their name be entered on record
prior to issuance of the invitation to subscribe.”

“RESOLVED FURTHER THAT the Authorised Signatories be and are hereby severally
authorized to deal with the appropriate regulatory authorities in connection with the Debentures
including but not limited to Registrar of Companies, Ministry of Corporate Affairs, National
Company Law Tribunal, National Securities Depository Limited, Central Depository Services
(India) Limited, as well as to sign and file the necessary Private Placement offer letter, Return of
Allotment (in the format set out in Form No. PAS-3 with the Registrar of Companies within the
prescribed time.”

“RESOLVED FURTHER THAT “ABC”, the Managing Directors of the Company, be and are
hereby severally authorized to give necessary intimation regarding creation of charge in favour of
the Debenture Trustee in the prescribed e-Form with the Registrar of Companies.”

“RESOLVED FURTHER THAT the Common Seal of the Company, if required, may be affixed
on the Transaction Documents, and other necessary documents in the presence of any two
Directors and of the Secratary of the Company who shall countersign the same in token thereof.”

“RESOLVED FURTHER THAT the Common Seal or any facsimile thereof and/or the official
seal may be carried at such place outside registered office if required for execution of documents
pertaining to the aforesaid.”

“RESOLVED FURTHER THAT Board of the Company be and is hereby authorized to do all
such acts, deeds and things that may be essential in this regard including sending notices, agendas
and explanatory statement to convene an extra-ordinary general meeting of the shareholders of the
Company at shorter notice.”

“RESOLVED FURTHER THAT a certified true copy of the aforesaid resolution be furnished
to Debenture Trustee and/or such persons/entities as may be deemed fit.”
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Certified True Copy

For and on behalf of PQR PRIVATE LIMITED

__________
Director: ABC
Din: ________

Date: 02.02.2024
Place: Mumbai