The Investment Trust of India Limited(Erstwhile Fortune Financial Services (India) Limited)Regd office: Naman Midtown, A Wing, Unit 1\'0.2103, 21st floorSenapati Bapat Marg, Elphinstone Road, Mumbai 400 013 iliTHE

INVESTMENTTRUSTOF INDIA

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OFDIRECTORS OF THE INVESTMENT TRUST OF INDIA LIMITED (FORMERLY KNOWN AS"FORTUNE FINANCIAL SERVICES (INDIA~ LIMITED") HELD ON TUESDAY, 19TH FEBRUARY,2019 AT NAMAN MIDTOWN, "A' WING, 215 FLOOR, SENAPATI BAPAT MARG, ELPHINSTONEROAD, MUMBAI 400 013

Discussion and approval of Revised Scheme of Arrangement:

The Chairman tabled before the Board the draft of the Revised Scheme of Arrangement betweenUnited Petro Finance Limited '(UPFl' or the 'Demerged Company') and Fortune Credit Capitallimited (,FCCl' or the 'Resulting Company') and The Investment Trust of India limited (Formerlyknown as 'Fortune Financial Services (India) Limited') ('TITIL' or 'Holding Company of the ResultingCompany') and their respective shareholders, providing for demerger of lending Business (NBFCBusiness) of United Petro Finance Limited to Fortune Credit Capital limited and issue of Equity andOptionally Convertible Preference shares by The Investment Trust of India limited to the equityshareholders of United Petro Finance Limited.

After discussions the following resolution was passed.

"RESOLVED THAT pursuant to the provisions of section 230, 231 and 232, and other applicableprovisions, if any, of the Companies Act, 2013 and provisions Companies Act 1956 to the extentapplicable, and clause III (B) [7] of Memorandum of Association of the Company, the consent of theBoard of Directors of the Company (hereinafter referred to as "the Board") be and is hereby accordedfor the Revised Scheme of Arrangement between United Petro Finance Limited ('DemergedCompany'), Fortune Credit Capital Limited ('Resulting Company') and The Investment Trust of IndiaLimited (Formerly known as 'Fortune Financial Services (India) Limited') (,Holding Company of theResulting Company') as per the draft placed before the board.

RESOLVED FURTHER THAT the Report of the Audit Committee recommending the draft RevisedScheme of Arrangement between United Petro Finance Limited (,Demerged Company'), FortuneCredit Capital Limited ('Resulting Company') and The Investment Trust of India Limited (Formerlyknown as 'Fortune Financial Services (India) Limited') ('Holding Company of the Resulting Company')and their respective shareholders, as placed before the Board be and is hereby accepted andapproved.

"RESOLVED FURTHER THAT for the purposes of the Scheme and based on the ShareEntitlement Report of an independent valuer, N. M. Raiji & Co., Chartered Accountants dated 14thFebruary 2019, the Board of Directors has approved that for the Demerger of the Lending Businessof United Petro Finance Limited to Fortune Credit Capital Limited; The Investment Trust of IndiaLimited to issue to the shareholders of United Petro Finance Limited (except for the entitlementtowards The Investment Trust of India Limited shareholding) in proportion of their holding as on therecord date:

"a. 496,500 (Four Lacs Ninety-six Thousand Five Hundred) fully paid-up equity shares of facevalue INR 10/-; and

b. 732,000 (Seven Lac Thirty-two Thousand) Optionally Convertible Preference Shares('OCPS') of face value INR 325/- each, convertible into equal number of equity shares of facevalue INR 10/- each. Further, the OCPS will carry a right for applying for additional 1.5 equityshares of face value INR 10/- each at a price of Rs. 325 per share including premium of INR315/-"

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Continuation Sheet No .

"RESOLVED FURTHER THAT the contents of the fairness opinion dated 14th February, 2019issued by Vivro Financial Services Private Limited, a Category-I Merchant Banker on the fairness ofthe Share Entitlement Ratio determined by N. M. Raiji & Co, an Independent CharteredAccountant, a copy of which is tabled at the meeting, duly initialled by the Company Secretary forthe purpose of identification, are noted and accepted.

RESOLVED FURTHER THAT in terms of Circular bearing reference No. CFDIDIL3/CIR/2017/21dated 10 March, 2017 ("Circular") issued by the Securities and Exchange Board of India, the board dohereby confirm that para 9(a) of the Circular is not applicable to the Company.

RESOLVED THAT the undertaking of the Company with regard to the non-applicability of therequirements under Paragraph 9(a) of Annexure I of the No. CFDIDIL3/CIR/2017/21 dated 10 March,2017, in respect of the Scheme duly certified by the statutory auditors of the Company, placed beforethe Board, be and is hereby approved and taken on record by the Board.

RESOLVED FURTHER THAT the said Revised Scheme be submitted to the BSE Limited andNational Stock Exchange of India Limited for consideration.

RESOLVED FURTHER THAT Mr. Chintan Valia, Non Executive Chairman and Mrs. Khyati ValiaNon Executive Director of the Company and Mr. Haroon Mansuri, (Company Secretary) be andhereby are severally authorized to make such alterations and changes in the aforesaid Scheme ofArrangement as may be expedient or necessary for complying with the requirement or conditionimposed by the National Company Law Tribunal, stock exchanges or SEBI provided that priorapproval of the Board shall be obtained for making any material changes in the said Draft Scheme ofArrangement as approved in this meeting.

RESOLVED FURTHER THAT Mr. Chintan Valia, Non Executive Chairman and Mrs. Khyati ValiaNon Executive Director of the Company and Mr. Haroon Mansuri, (Company Secretary), be andhereby are severally authorized to do such acts, deeds, and things as they consider in the interest ofthe Company and as may be required to give effect to the said Scheme of Arrangement, with suchmodifications and conditions, if any, as may be stipulated by the Hon'ble National Company LawTribunal in granting approval to the revised Scheme of Arrangement.

RESOLVED FURTHER THAT the Directors and the Secretary of the Company be and are herebyseverally authorised to sign the documents on behalf of the Company.

RESOLVED FURTHER THAT the copy of the resolution duly certified by anyone of the Directorsor Secretary of the be submitted to the BSE Limited and National Stock Exchange of India Limitedand any other concerned authority for their reference and record."

For The Investment Trust of India Limited

The Investment Trust of India Limited(Erstwhile Fortune Financial Services (India) Limited)Regd office: Naman Midtown, A Wing, Unit No. 2103, 21" floorSenapati Bapat Marg, Elphinstone Road, Mumbai 400 013 ili THE

INVESTMENTTRUSTOF INDIA

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING 01: THE BOAHD OFDIRECTORS OF THE INVESTMENT TRUST OF INDIA LIMITED (FORMERLY KNOWN AS "FOHTUNEFINANCIAL SERVICES (INDIA) LIMITED") HELD. ON FRIDAY, 7TH DECEMBER, 2018 AT NAMANMIDTOWN, "A' WING, 21sT FLOOR, SENAPATI BAPAT MARG, ELPHINSTONE ROAD, IVIUMBAI 400013

Discussion and approval of Revised Scheme of Arrangement:

The Chairman tabled before the Board the draft of the Revised Scheme of Arrangement betweenUnited Petro Finance Limited '(UPFL' or the 'Demerged Company') and Fortune Credit CapitalLimited ('FCCl' or the 'Resulting Company') and The Investment Trust of India Limited (Formerlyknown as 'Fortune Financial Services (India) Limited') ('TITIL' or 'Holding Company of the ResultingCompany') and their respective shareholders, providing for clemerger of Lending Business (NBFCBusiness) of United Petro Finance Limited to Fortune Credit Capital Limited and issue of Equity andOptionally Convertible Preference shares by The Investment Trust of India Limited to the equityshareholders of United Petro Finance Limited

"RESOLVED THAT pursuant to the provisions of section 230, 231 and 232, and other applicableprovisions, if any, of the Companies Act, 2013 and provisions Companies Act 1956 to the extentapplicable, and clause III (B) [7] of Memorandum of Association of the Company, the consent of theBoard of Directors of the Company (hereinafter referred to as "the Board") be and is herebyaccorded for the Revised Scheme of Arrangement between United Petro Finance i..imited('Demerged Company'), Fortune Credit Capital Limited ('Resulting Company') and The InvestmentTrust of India Limited (Formerly known as 'Fortune Financial Services (India) Limited') ('HoldingCompany of the Resulting Company') as per the draft placed before the board.

RESOLVED FURTHER THAT the Report of the Audit Committee recommenciing the draft F\evisedScheme of Arrangement between United Petro Finance Limited ('Demerged Company'), FortuneCredit Capital Limited ('Resulting Company') and The Investment Trust of India Limited (Formerlyknown as 'Fortune Financial Services (India) Limited') ('Holding Company of the Resulting Company')and their respective shareholders, as placed before the Board be and is hereby accepted andapproved

RESOLVEDFURTHER THAT the said Revised Scheme be submitted to the BSE Limited and NationalStock Exchange of India Limited for consideration.

RESOLVEDFURTHERTHAT Mr. Chintan Valia, Chairman of the Company and Mrs. Khyati valia NonExecutive Director and Mr. Haroon Mansuri, (Company Secretary) be and hereby are severallyauthorized to make such alterations and changes in the aforesaid Scheme of Arrangement as may beexpedient or necessary for complying with the requirement or condition imposed by the NationalCompany law Tribunal, stock exchanges or SEBI provided that prior approval of the Board shall beobtained for making any material changes in the said Draft Scheme of Arrangement as approved inthis meeting

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Continuation Sheet No ·········

RESOLVED FURTHER THAT Mr. Chintan Valia, Chairman of the Company and Mrs. Khyati valia NonExecutive Director and Mr. Haroon Mansuri, (Company Secretary), be and hereby are severallyauthorized to do such acts, deeds, and things as they consider in the interest of the Company and asmay be required to give effect to the said Scheme of Arrangement, with such modifications andconditions, if any, as may be stipulated lJY the Hon'ble National Company Law Tribunal in grantingapproval to the revised Scheme of Arrangement.

RESOLVED FURTHER THAT the Directors and the Secretary of the Company be and are herebyseverally authorised to sign the documents on behalf of the Company

RESOLVED FURTHER THAT a copy of the foregoing resolution duly certified by any one of theDirectors or Secretary of the Company be submitted to the concerned author it ies for theirinformation and record."

For The Investment Trust of India Limited

Haroon MansuriCompany Secretary