1. Authority in the Articles – Buyback of securities should be authorized by the Articles of Association – Section 77A (2)(A) 2. Board resolution and quantum of buy back – By passing a resolution, the Board can authorize the buy – back of securities not exceeding 10% of the total paid – up equity capital and free reserves of the company. Section 77A (2) 3. Shareholders’ resolution and quantum of buy – back – By passing a special resolution, the buyback of securities is or less than twenty-five per cent of the total paid-up capital and free reserves of the company. Section 77A (2)(b)& (c)

BUY BACK OF SECURITIES • must be authorized by its articles; • a special resolution has been passed at a general meeting of the company authorizing the buy-back, but the same is not required when: i. The buy-back is 10% or less of the total paid-up equity capital and free reserves of the company; and ii.such buy-back has been authorized by the Board by means of a resolution passed at its meeting; • The buy-back is twenty-five per cent or less of the aggregate of paid-up capital and free reserves of the company. But in case of Equity Shares, the same shall be taken as 25% of paid up equity capital only. Debt equity ratio should be 2:1. Where: Debt is aggregate of secured and unsecured debts owed by the after buy-back Equity is aggregate of the paid-up capital and its free reserves; • All the shares or other specified securities for buy-back are fully paid-up; • If shares or securities are listed, buy back will be in accordance with the regulations made by the Securities and Exchange Board in this behalf; and • The buy-back in respect of unlisted shares or other specified securities is in accordance Share Capital and Debentures Rules, 2014. • No offer of buy-back shall be made within a period of one year from the date of the closure of the preceding offer of buy-back, if any.

Authority and Quantum of Buy back of Securities ----------------------------------------------- **1. Authority in the Articles** – Buyback of securities should be authorized by the Articles of Association – Section 77A (2)(A) **2. Board resolution and quantum of buy back** – By passing a resolution, the Board can authorize the buy – back of securities not exceeding 10% of the total paid – up equity capital and free reserves of the company. Section 77A (2) **3. Shareholders’ resolution and quantum of buy – back** – By passing a special resolution, the buyback of securities is or less than twenty-five per cent of the total paid-up capital and free reserves of the company. Section 77A (2)(b)& (c) **4. Maximum Quantum of buy back** – A company cannot buy back more than 25% of its total paid – up capital and free reserves. Section 77A (2)(c) **5. Further offer of buyback** - No offer of buy-back shall be made within a period of three hundred and sixty-five days reckoned from the date of the preceding offer of buy-back, if any. Second proviso to Section 77A(2)