Schedule - I - Contents of the Explanatory Statement - Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018

SCHEDULE - I [Regulation 5(iv)(b)] Contents of the Explanatory Statement i) Date of the Board meeting at which the proposal for buy-back was approved by the Board of Directors of the company; ii) Necessity for the buy-back; iii) Maximum amount required under the buy-back and its percentage of the total paid up capital and free reserves; iv) Maximum price at which the shares or other specified securities are proposed be bought back and the basis of arriving at the buy-back price; v) Maximum number of securities that the company proposes to buy-back; vi) Method to be adopted for buy-back as referred to in sub-regulation (iv) of regulation 4 , vii) (a) the aggregate shareholding of the promoter and of the directors of the promoters, where the promoter is a company and of persons who are in control of the company as on the date of the notice convening the General Meeting or the Meeting of the Board of Directors; (b) aggregate number of shares or other specified securities purchased or sold by persons including persons mentioned in (a) above from a period of six months preceding the date of the Board Meeting at which the buy-back was approved till the date of notice convening the general meeting; (c) the maximum and minimum price at which purchases and sales referred to in (b) above were made along with the relevant dates; viii) Intention of the promoters and persons in control of the company to tender shares or other specified securities for buy-back indicating the number of shares or other specified securities, details of acquisition with dates and price; ix) A confirmation that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks; x) A confirmation that the Board of Directors has made a full enquiry into the affairs and prospects of the company and that they have formed the opinion- a) that immediately following the date on which the General Meeting or the meeting of the Board of Directors is convened there will be no grounds on which the company could be found unable to pay its debts; b) as regards its prospects for the year immediately following that date that, having regard to their intentions with respect to the management of the company s business during that year and to the amount and character of the financial resources which will in their view be available to the company during that year, the company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date; and c) in forming their opinion for the above purposes, the directors shall take into account the liabilities as if the company were being wound up under the provisions of the Companies Act, 1956 or Companies Act or the Insolvency and Bankruptcy Code 2016 (including prospective and contingent liabilities); xi) A report addressed to the Board of Directors by the company s auditors stating that- a) they have inquired into the company s state of affairs; b) the amount of the permissible capital payment for the securities in question is in their view properly determined; and c) the Board of Directors have formed the opinion as specified in clause (x) on reasonable grounds and that the company will not, having regard to its state of affairs, will not be rendered insolvent within a period of one year from that date. 1 [(xii) Prior approval obtained from the lenders of the company in case of a breach of any covenant with such lender(s). ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/120 dated 07-02-2023 , w.e.f. thirtieth day from the date of their publication in the Official Gazette.