hero fincorp limited postal ballot notice act form board

Hero FinCorp Ltd. 1

Hero FinCorp LimitedRegistered Office: 34, Community Centre, Basant Lok, Vasant Vihar, New Delhi-110057

CIN: U74899DL1991PLC046774, Phone: 011-46044100, 011-26142451 Fax: 011-26143321Email: [email protected], Website: www.herofincorp.com

POSTAL BALLOT NOTICE(Pursuant to Section 110 of the Companies Act, 2013 and Rules made thereunder)

Dear Member(s),

Sub: Passing of resolutions by Postal Ballot

Notice is hereby given that pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 (the “Act”), read with the Companies (Management and Administration) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force, the Resolutions appended below are proposed to be passed by way of Postal Ballot / electronic voting (e-voting) by the members of the Company.

The Statement pursuant to Section 102 of the Act pertaining to the said resolutions setting out the material facts concerning each such resolution and reasons thereof is annexed to this Postal Ballot Notice along with Postal Ballot Form (the “Form”) for your consideration.

The Board of Directors (“Board”) at its Meeting held on November 14, 2016 had appointedMr. Tarun Jain, a Practicing Company Secretary (C.P. No. 4317) & Proprietor of M/s Tarun Jain & Associates, (“Scrutinizer”), to act as the Scrutinizer for conducting the Postal Ballot /e-voting process in a fair and transparent manner.

The Members are requested to carefully read the instructions printed on the Form, record their assent (for) or dissent (against) therein and return the same in original duly completed in all respects in the enclosed self-addressed postage pre-paid envelope (if posted In India) so as to reach the Scrutinizer at his address at 805, Padma Tower-1, 5, Rajendra Place, Delhi 110008, Ph. No: 011-4153 6635, not later than 05:00 P.M. on Monday, January 16,2017. Forms, if sent at the expense of the members, shall also be accepted. Forms may also be deposited personally at the above address of the Scrutinizer. Please note that if any Form is received after the said date, it will be considered that no reply has been received from the member.

Members desiring to opt for e-voting as per facilities arranged by the Company are requested to read the instructions in the Notes under the section ‘Voting through Electronic Means’. References to postal ballot(s) in this Postal Ballot Notice includes votes received electronically.

Upon completion of the scrutiny of the Forms (including e-voting), the Scrutinizer will submit his report to the Chairman/Company Secretary. The result of the Postal Ballot will be announced by the Chairman/Company Secretary of the Company on Monday, January 23,2017 at 5.00 P.M., at the Registered Office of the Company. The aforesaid result shall displayed along with the Scrutinizer's Report on the Company's website i.e. www.herofincorp.com.

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Hero FinCorp Ltd.2

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. SANJAY KUKREJA AS DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and all other applicable provisions of the Companies Act, 2013 (“Act”) read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sanjay Kukreja (DIN-00175427), who was appointed as an Additional Director by the Board of Directors at its Meeting held on September 15, 2016 in pursuance of the provisions of Articles of Association of the Company and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from Mr. Sanjay Kukreja proposing his candidature for the office of Director, be and is hereby appointed as Non-Executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT Mr. Shyam Lal, Chief Financial Officer and Mr. Amit Jain, Head Legal & Secretary of the Company, be and are hereby severally authorized to do all acts, matters, deeds and things which are necessary or desirable in order to give effect to the above resolution, including filing of necessary forms with the jurisdictional Registrar of Companies, and to comply with all other requirements in this regard.

RESOLVED FURTHER THAT the copies of the foregoing resolutions, certified to be true by any Director or Secretary of the Company, may be furnished to any concerned person(s) / authority(ies) as may be required.”

2. REAFFIRMATION OF ADOPTION OF RESTATED ARTICLES OF ASSOCIATION OF THE COMPANY

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of applicable law, including Section 14 of the Companies Act, 2013 and the Rules made there under (as amended from time to time), approval of the Shareholders of the Company be and is hereby accordedto reaffirm adoption of the restated Articles of Association of the Company, as approved by the Shareholders at their Extra Ordinary General Meeting held on September 15, 2016.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the Company be and is hereby authorized to take all such steps and actions and give such directions as it may, in its absolute discretion, deem necessary and to settle any question that may arise in this regard, without being required to seek any furtherconsent or approval of the Shareholders of the Company or otherwise, to the end and intent that the Shareholders of the Company shall be deemed to have given their approval thereto expressly by the authority of this Resolution.

RESOLVED FURTHER THAT Mr. Shyam Lal, Chief Financial Officer and Mr. Amit Jain, Head Legal & Secretary of the Company, be and are hereby severally authorized to do all acts, matters, deeds and things which are necessary or desirable in order to give effect to the above resolutions, including filing of necessary forms with the Registrar of Companies, and to comply with all other requirements in this regard.

RESOLVED FURTHER THAT the copies of the foregoing Resolutions, certified to be true by any Director or the Secretary of the Company, may be furnished to any concerned person(s) / authority(ies) as may be required.”



Hero FinCorp Ltd. 3

3. RATIFICATION OF ISSUANCE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS

To consider and, if thought fit, to pass the following Resolution, as a Special Resolution:

“RESOLVED THAT pursuant to section 42 and other applicable provisions of the Companies Act, 2013 and the Rules specified thereunder (including any modifications or re-enactments thereof, for the time being in force), the issuance, by the Company of the following 2 (two) series of non-convertible debentures (“NCD(s)”) be and is hereby ratified:

(i) 4,900 (Four Thousand Nine Hundred) NCDs of face value of Rs. 10,00,000/- (Indian Rupees Ten Lacs) each, aggregating to Rs. 490,00,00,000/- (Indian Rupees Four Hundred and Ninety Crore) issued pursuant to the information memorandum dated July 12, 2016; and

(ii) 1,000 (One Thousand) NCDs of face value of Rs.10,00,000/- (Indian Rupees Ten Lacs) each, aggregating to Rs. 100,00,00,000/- (Indian Rupees One Hundred Crore) issued pursuant to the information memorandum dated August 02, 2016.

RESOLVED FURTHER THAT Mr. Shyam Lal, Chief Financial Officer and Mr. Amit Jain, Head Legal & Secretary of the Company, be and are hereby severally authorized to do all acts, matters, deeds and things which are necessary or desirable in order to give effect to the above resolutions, including filing of necessary forms with the Registrar of Companies, and to comply with all other requirements in this regard.

RESOLVED FURTHER THAT the copies of the foregoing Resolutions, certified to be true by any Director or Secretary of the Company, may be furnished to any concerned person(s)/ authority(ies) as may be required.”

By Order of the Boardfor Hero FinCorp Ltd.

Amit JainHead Legal & Company Secretary

FCS: 3923Date: December 06, 2016 Place: New Delhi

Registered Office:34, Community Centre, Basant Lok,Vasant Vihar, New Delhi- 110057CIN: U74899DL1991PLC046774Phone: 011-46044100 Fax: 011-49487197E-mail: [email protected]: www.herofincorp.com



Hero FinCorp Ltd.4

NOTES:

1. The explanatory statement pursuant to Section 102 of the Act stating all material facts and the reasons for the proposals set out above is annexed herewith.

2. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members as on Friday, December 02, 2016. A person who is not a member as on the relevant date should treat this Postal Ballot Notice for information purposes only.

3. The voting shall be reckoned in proportion to a member's share of voting rights on the paid-up ordinary share capital as on Friday, December 02, 2016. The postal ballot commences on December 17, 2016 (10:00 am IST) and ends on January 16, 2017.

4. A Member cannot exercise his/her vote by proxy on Postal Ballot.

5. In case of joint-holding, the Postal Ballot Form must be completed and signed as per the Specimen Signature registered with the Company by the first named member and in his/her absence, by the next named member.

6. Unsigned, incomplete, improperly or incorrectly ticked Postal Ballot Forms shall be rejected.

7. The aforementioned resolutions, if assented to by the requisite majority of the members by means of Postal Ballot, shall be deemed to have been duly passed at a General Meeting of the members.

8. The last date for receipt of duly completed Postal Ballot Forms or e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

9. All the documents referred to in this Postal Ballot Notice and the Explanatory Statement annexed thereto would be available for inspection, without any fee, by the members at the Registered Office of the Company during 11:00 A.M. to 1:00 P.M on any working day, excluding Saturdays, Sundays and bank holidays, till the last date for receiving Postal Ballot Forms by the Scrutinizer.

10. Voting through Electronic Means

In accordance with provisions of Section 108 of the Act read with Rule 20 of the Companies(Management and Administration) Rules, 2014, the business may be transacted throughelectronic voting system and the Company is providing facility for remote e-voting by electronicmeans (“Remote e-voting”) to its Members. The Company has engaged the services of CentralDepository Services (India) Limited (“CDSL”) to provide e-voting facilities to enable the membersto cast their vote in a secured manner.

The instructions for Remote e-voting are as follows:

(i) The voting period begins on Saturday, December 17, 2016 (10.00 a.m. IST) and ends on Monday, January 16, 2017 (5.00 p.m. IST). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, December 02, 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Members can opt for only one mode of voting, i.e., either by postal ballot or e-voting. In caseMembers cast their vote by postal ballot and e-voting, then votes cast through e-voting shall prevail and votes cast by Postal Ballot Forms will be treated as invalid.

(iii) Sequence No. has been printed on the sticker of address on the envelope.

(iv) The shareholders should log on to the e-voting website www.evotingindia.com.



Hero FinCorp Ltd. 5

(v) Click on Shareholders.

(vi) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with

the Company.

(vii) Next enter the Image Verification as displayed and Click on Login.

(viii) If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company, then your existing password is to be used.

(ix) If you are a first time user, follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8 digitsof the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable numberof 0’s before the number after the first two characters of the name inCAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number1 then enter RA00000001 in the PAN field.

Dividend BankDetailsOR Date of Birth(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) asrecorded in your demat account or in the company records in order to login.• If both the details are not recorded with the depository or company please

enter the member id / folio number in the Dividend Bank details field asmentioned in instruction (vi).

(x) After entering these details appropriately, click on “SUBMIT” tab.

(xi) Members holding shares in physical form will then directly reach the Companyselection screen. However, members holding shares in demat form will now reach‘Password Creation’ menu wherein they are required to mandatorily enter their loginpassword in the new password field. Kindly note that this password is to be also used bythe demat holders for voting for resolutions of any other company on which they are eligibleto vote, provided that company opts for e-voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmost care to keepyour password confidential.

(xii) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xiii) Click on the EVSN (EVSN No. 161206003) for Hero FinCorp Limited to vote.

(xiv) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same theoption “YES / NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that your dissent to theResolution.

(xv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xvi) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirm your vote, click on “OK”, else to changeyour vote, click on “CANCEL” and accordingly modify your vote.

(xvii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify yourvote.



Hero FinCorp Ltd.6

(xviii) You can also take out print of the voting done by you by clicking on “Click here to print” optionon the Voting page.

(xix) If a demat account holder has forgotten the login password then Enter the User ID andthe image verification code and click on Forgot Password & enter the details as prompted by the system.

(xx) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google PlayStore. Apple and Windows phone users can download the app from the App Storeand the Windows Phone Store respectively on or after 30th June 2016. Please followthe instructions as prompted by the mobile app while voting on your mobile.

(xxi) Note for Non–Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodianare required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbe e-mailed to [email protected].

• After receiving the login details a Compliance User should be created using theadmin login and password. The Compliance User would be able to link the account(s)for which they wish to vote on.

• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in thesystem for the scrutinizer to verify the same.

(xxii) In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.com, under help section or write an email [email protected].

(xxiii) Members can cast their vote online during the following voting period.

Commencement of Remote e-voting:From: December 17, 2016 (10.00 a.m. IST)

End of Remote e-voting:Upto January 16, 2017 (5.00 p.m. IST)

E-voting shall not be allowed beyond 5.00 p.m. of January 16, 2017.

During the e-voting period, shareholders of the Company holding shares as on the record datemay cast their vote electronically.

You can also update your mobile number and e-mail id in the user profile details of the foliowhich may be used for sending future communication(s).

The contact details of the official responsible to address grievances connected with the e-voting are as below:

Mr. Anand Tirodkar / Mr. Ankit Bandivadekar,Central Depository Services (India) Limited, 16th Floor, P.J. Towers, Dalal Street Fort, Mumbai – 400001, email id - [email protected], Contact No. - 18002005533



Hero FinCorp Ltd. 7

EXPLANATORY STATEMENT ANNEXED TO THE POSTAL BALLOT NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

In accordance with the provisions of Section 161(1) of the Companies Act, 2013 (“Act”), Mr. Sanjay Kukreja (DIN-00175427) was appointed as an Additional Director by your Board of Directors at its meeting held on September 15, 2016 to hold the office up to the date of the next Annual General Meeting (AGM).

In terms of Sections 149 and 152 read with all other applicable provisions of the Act, Mr. Kukreja is proposed to be appointed as a Non-Executive Director of the Company, liable to retire by rotation.

Mr. Sanjay Kukreja is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Mr. Sanjay Kukreja possesses appropriate skills, experience and knowledge. In the opinion of your Board, Mr. Kukreja fulfills the conditions for appointment as a Director as specified in the Act.

The Company has received a notice in writing from Mr. Sanjay Kukreja under Section 160 of the Companies Act, 2013 along with the prescribed deposit proposing his candidature for the office of Non-Executive Director of the Company, liable to retire by rotation.

Copy of the draft letter for appointment of Mr. Kukreja as a Director, setting out the terms and conditions of his appointment, would be available for inspection, without any fee, to the Members at the Registered Office of the Company during 11:00 A.M. to 1:00 P.M on any working day, excluding Saturdays, Sundays and bank holidays, upto the date of closing of voting i.e. January 16, 2017.

In the opinion of your Board of Directors, Mr. Sanjay Kukreja fulfills the conditions as specified in the Companies Act, 2013 for his appointment as Director and hence, your Board recommends the Ordinary Resolution relating to his appointment as Non-Executive Director of the Company,liable to retire by rotation, for your approval.

Save and except Mr. Sanjay Kukreja and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice.

Item No. 2

As per the terms of the: (i) Investment Agreement dated September 9, 2016 executed amongst Otter Limited, Hero MotoCorp Limited (“HMCL”), M/s. Brijmohan Lal Om Parkash (“BMOP”), Hero InvestCorp Private Limited (“HIPL”), Bahadur Chand Investments Private Limited (“BCIPL”), Munjal Acme Packaging Systems Private Limited (“MAPSPL”) and the Company(“Otter Investment Agreement”); and (ii) the Investment Agreement dated September 13, 2016 executed amongst Credit Suisse (Singapore) Limited, HMCL, BMOP, HIPL, BCIPL, MAPSPL and the Company, pertaining to the preferential allotment of equity shares, equity shares which were partly paid at the time of allotment and warrants (collectively, the “Investment Agreements”), an Extra Ordinary General Meeting of the Company was convened on September 15, 2016 to vote upon adoption of the amended and restated Articles of Association incorporating the terms of the Investment Agreements (“Amended and Restated Articles”). At the said meeting, the adoption of the Amended and Restated Articles was approved by the requisite majority of the shareholders. In accordance with the terms of the Otter Investment Agreement, the Company is further required inter alia to have the adoption of the Amended and Restated Articles reaffirmed by its shareholders.

Accordingly, the approval of the shareholders/members of the Company is required, by way of a Special Resolution pursuant to Section 14 of the Companies Act, 2013, for reaffirmation of adoption of the Amended and Restated Articles.



Hero FinCorp Ltd.8

The Amended and Restated Articles, shall be placed at the meeting for inspection by the members/shareholders and shall also be available for inspection at the Registered office of the Company on all working days, except Saturdays, Sundays and Bank holidays, between 11:00 A.M. and 1:00 P.M., upto the date of closing of voting i.e. January 16, 2017. A copy of the Amended and Restated Articles is also annexed as Annexure 1 to this Postal Ballot Notice.

The Board, therefore, submits the resolution for your consideration and recommends it to be passed as a Special Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in this Special Resolution, except to the extent of their shareholding / ownership interest in Otter Limited, BCIPL, HIPL, HMCL, BMOP and MAPSPL.

The shareholding details of the promoters, directors and key managerial personnel of the Company, in the concerned companies are as below:

Promoters, Directors & KMP

Name of the concerned company along with shareholding of 2% or more held in such company

Hero MotoCorp

Limited

Hero InvestCorp Private Limited Bahadur Chand

Investments Private Limited

Munjal Acme Packaging

Systems Private Limited

Mr. Pawan Munjal NIL (A) 85,453 (38.12%) Equity shares as per following:

1. 35,803 (15.97%) Equity Shares in individual capacity

2. 31,650 (14.12%) Equity shares held on behalf of Pawan Kant & Sons (HUF)

3. 18,000 (8.03%) Equity Shares held on behalf of Raman Kant & Bros. Associates

Mrs. Renu Munjal NIL (A) 57,848 Equity Shares (25.8%) as per following:

1. 35,798 (15.97%) Equity Shares in individual Capacity

2. 22,050 (9.83%) equity shares held on behalf of Raman Kant & Sons (HUF)

Ms. Renuka Munjal NIL 5,950 Equity Shares (2.65%) NIL NIL

Mrs. Santosh Munjal

NIL NIL NIL NIL







Hero MotoCorp

Limited













Mrs. Santosh Munjal

NIL NIL NIL NIL







Hero MotoCorp

Limited













Mrs. Santosh Munjal

NIL NIL NIL NIL







Hero MotoCorp

Limited













Mrs. Santosh Munjal

NIL NIL NIL NIL

Hero FinCorp Ltd. 9

Mr. Sunil Kant Munjal

NIL NIL NIL NIL

Mr. Abhimanyu Munjal

NIL 4,750 Equity Shares (2.12%) NIL NIL

Mr. Brijmohan Lall Munjal NIL NIL NIL NIL

Mr. Rahul MunjalNIL 4,750 Equity Shares (2. 12%) NIL NIL

Brijmohan Lall Om Parkash

*4,56,83,058 (22.88%) Equity shares

(A) **0.01% Compulsory Convertible Non-Cumulative Preference shares –5,00,00,000 (13.25 %)

***12,950(99.616%) Equity Shares

NIL

Bahadur Chand Investment Private Limited

2,21,87,238 (11.11%) Equity Shares

0.01% Compulsory Convertible Non-Cumulative Preference Shares-32,72,30,000 (86.74%)

N.A Equity Shares -1,20,000 (39.97%)

0.01% Compulsory

Convertible Non-Cumulative Preference

Shares-5, 61, 00,000 (100%)

Hero InvestCorp Private Limited

NIL N.A NIL 1, 80,075 Equity Shares (59.99%)

*Shares held by Mr. Pawan Munjal, Mrs Renu Munjal and Mr. Suman Kant Munjal on behalf of Brijmohan Lall Om Prakash.

**Suman Kant Munjal On behalf of BMOP 1,66,66,667 (4.42%) sharesPawan Munjal On behalf of BMOP 1,66,66,666 (4.42%) sharesRenu Munjal On behalf of BMOP 1,66,66,667 (4.42%) sharesTotal number of preference Shares 5,00,00,000 shares

*** BMOP through Suman Kant Munjal – 3,454 (26.569%) sharesBMOP through Renu Munjal – 3,453 (26.562%) sharesBMOP through Pawan Munjal – 3,963 (30.485%) sharesBMOP through Pawan Munjal, Suman Munjal and Renu Munjal (joint Demat account) – 2,080(16.000%) shares

Item No. 3

As per the terms of the Investment Agreement dated September 9, 2016 executed amongst Otter Limited, Hero MotoCorp Limited, M/s. Brijmohan Lal Om Parkash, Hero InvestCorp Private Limited, Bahadur Chand Investments Private Limited, Munjal Acme Packaging Systems Private Limited and the Company in connection with the preferential allotment of equity shares, equity shares which were partly paid at the time of allotment and warrants, the issuance, by the Company, of the following 2 (two) series of non-convertible debentures (“NCD(s)”) made after July 6, 2016, is required to be ratified by the shareholders:



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(i) 4,900 (Four Thousand Nine Hundred) NCDs of face value of Rs. 10,00,000/- (Rupees Ten Lacs) each, aggregating to Rs. 490,00,00,000 (Rupees Four Hundred and Ninety Crore) issued pursuant to the information memorandum dated July 12, 2016; and

(ii) 1,000 (One Thousand) NCDs of face value of Rs. 10,00,000/- (Indian Rupees Ten Lacs) each, aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crore) issued pursuant to information memorandum dated August 02, 2016.

Accordingly, the approval of the shareholders of the Company is required, by way of a Special Resolution pursuant to section 42 and other applicable provisions of the Companies Act, 2013 and Rules specified thereunder (including any modifications or re-enactments thereof, for the time being in force), for ratification of issuance of above mentioned series of NCDs.

None of the Promoters, Directors or Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 3.

The Board, therefore, submits the Resolution for your consideration and recommends it to be passed as a Special Resolution.

By Order of the Boardfor Hero FinCorp Ltd.

Amit JainHead Legal & Company Secretary

FCS: 3923

Date: December 06, 2016 Place: New Delhi

Registered Office:34, Community Centre, Basant Lok,Vasant Vihar, New Delhi- 110057CIN: U74899DL1991PLC046774Phone: 011-46044100 Fax: 011-49487197E-mail: [email protected]: www.herofincorp.com



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Annexure 1 – Amended and Restated Articles

THE COMPANIES ACT, 2013AND

THE COMPANIES ACT, 1956 (to the extent applicable)(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATIONOF

Hero FinCorp Ltd.*

(*These restated and amended Articles of Association of the Company were adopted vide special resolution passed at the extraordinary general meeting of the Company held on September 15, 2016)

Part A

PRELIMINARY1. The regulations contained in Table ‘F’ in the first schedule to the Act shall apply to the

Company to the extent to which they are not modified, varied, amended or altered by these Articles.

2. InterpretationUnless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act (hereinafter defined) or any statutory modificationthereof in force at the date at which the Articles become binding on the Company. The marginal notes hereto are inserted for convenience and shall not affect the construction hereof and in these presents, unless there be something in the subject or context inconsistent therewith:

“Act” means the Companies Act, 2013 and includes where the context so admits any reenactment or statutory modification thereof for the time being in force and any previouscompany law, so far as may be applicable.

Words and expressions used in the Articles shall bear the same meaning as used in the Act or the Rules, as the case may.

“Annual General Meeting” means a general meeting of the Members held in accordancewith the provisions of Section 96 of the Act and any adjourned holding thereof.

“Articles” means these Articles of Association as adopted or as from time to time altered byspecial resolution.

“Auditors” or “Auditor” means the auditor or auditors of the Company appointed in pursuance of the provisions of Section 139 of the Act.

“Beneficial Owner” means the beneficial owner as defined in Clause (a) of Sub-Section (1)of Section 2 of the Depositories Act.

“Board of Directors” or “Board” means the Board of Directors for the time being of theCompany and includes a Committee constituted by the Board (“Committee”).



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“Company” means “Hero FinCorp Ltd.”

“Depositories Act” means the Depositories Act, 1996 and includes where the context soadmits, any statutory modification or re-enactment thereof.

“Depository” means a depository as defined under Clause (e) of sub-section (1) of Section(2) of the Depositories Act.

“Directors” mean the directors for the time being of the Company.

“Dividend” includes interim dividend but excludes bonus Shares.

“Exchange” means the Stock Exchange or Exchanges where the shares of the Company arelisted for the time being.

“Independent Director” means a person as defined in Section 149(6) of the Act including any statutory modifications or re-enactments thereto.

“Key Managerial Personnel” mean the persons as defined in Section 2(51) of the Act.

“Managing Director” means the managing director or the deputy managing director or thejoint managing director for the time being of the Company by whatever name called and appointed in accordance with the Act and these Articles.

“Chairman/Vice Chairman” means and includes Chairperson/Vice Chairperson for the time being of the Company by whatever name called and appointed in accordance with the Act andthese Articles.

“Office” means the registered office for the time being of the Company.

“Register” means the Register of Members of the Company required to be kept under Section88 of the Act.

“Registrar of Companies” means the registrar of companies of the State in which the Officeis for the time being situated.

“Rules” means the rules framed by the Ministry of Corporate Affairs (‘MCA’) under the Act, as amended from time to time.

“Member” or “Shareholder” means a Person as defined in Section 2(55) of the Act.

“Memorandum” means the Memorandum of Association of the Company.

“Month” means the English Calendar month.

“Seal” means the common seal of the Company.

“Paid up” includes credited as paid up.

“Share Capital” means the capital for the time being raised or authorised to be raised for the purposes of the Company.

“Shares” means the shares into which the capital is divided and interests corresponding tosuch Share.




“Person” includes any corporation as well as individual.

“Proxy” includes attorney duly constituted under a power of attorney appointed in accordance with the provisions of the Act and the Rules.

“In Writing” and “Written” includes printing, lithography and other modes of representing or reproducing words in a visible form.

Words importing the singular number also include the plural number and vice-versa.

3. Company not to purchase its own sharesSave as permitted by Section 67 of the Act, the funds of the Company shall not be employedin the purchase of security, Shares in the Company and the Company shall not give, directlyor indirectly, any financial assistance, whether by way of loan, guarantee, the provision ofsecurity or otherwise, for the purpose of or in connection with any purchase of or subscriptionfor Shares in the Company or any company of which it may, for the time being, be asubsidiary. The Articles shall not be deemed to affect the power of the Company to enforcerepayment of loans to Members or to exercise a lien conferred by Article 31.

4. Purchase of own sharesSubject to Sections 68 and 70 of the Act, the Company may purchase its own Shares or otherspecified securities out of (i) its free reserves; or (ii) the securities premium account; or (iii)the proceeds of the issue of any Shares or other specified securities or (iv)otherwise specifiedby the law for the time being in force.

5. Registered OfficeThe Office shall be at such place as the Board shall determine subject to provisions of the Act.

SHARES6. a) Share Capital

The Authorised Share Capital of the Company is as stated in Clause V of theMemorandum with the rights, privileges and conditions attached thereto as are providedby the Articles for the time being. The Company shall have power to increase, reduce,consolidate, sub-divide or otherwise alter the Share Capital and to divide the Shares in the Share Capital for the time being into several classes and to attach thereof respectively such preferential or other rights, privileges and conditions in such manner as may be permitted by the Act or provided by the Articles of the Company for the time being.

b) Redeemable Preference SharesSubject to the provisions of these Articles and of the Act, the Company shall have power to issue preference Shares which may, at the option of the Company, be liable to be redeemed out of the profits or out of the proceeds of a fresh issue of Shares made for the purposes of such redemption. The Board may, subject to the provisions of Section 55 of the Act and the Companies (Share Capital and Debenture) Rules, 2014, exercise such power in such manner as it may think fit.

c) In respect of terms of issue of Shares the provisions of Articles 53, 54, 55, 56 and 57shall apply.

d) Dematerialisation of sharesThe Company shall be entitled to dematerialize all or any of its existing securities,rematerialize all or any of its securities held in the Depositories and / or to offer its fresh



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Shares or buyback its Shares in a dematerialized form pursuant to the Depositories Act and the relevant Rules, if any.

(e) Option to receive securities certificates or holds Shares with DepositoryEvery person subscribing to or holding securities of the Company shall have the option to receive security certificates or to hold the securities with a Depository.

(f) If a person opts to hold his security with a Depository, the Company shall intimate such Depository the details of allotment of the security, and on receipt of the information, the Depository shall enter in its records the name of the allottees as the Beneficial Owner of the security.

(g) Securities in DepositoriesAll securities held by a Depository shall be dematerialized and be in fungible form.Nothing contained in Sections 88, 89 and 186 of the Act, shall apply to a Depository inrespect of the securities held by it on behalf of the Beneficial Owner.

(h) Rights of Depositories and Beneficial OwnersNotwithstanding anything to the contrary contained in the Act or these Articles, aDepository shall be deemed to be registered owner for the purpose of effecting transfer of ownership of security on behalf of the Beneficial Owner.

(i) Save as otherwise provided in (a) above, the Depository, as the registered owner of the securities, shall not have any voting rights or any other rights in respect of the security held by it.

7. Allotment of sharesSubject to the provisions of these Articles, the Act and the Rules, the Shares shall be underthe control of the Board, who may issue, allot or otherwise dispose off the same or any ofthem, on such terms and conditions, at such times, either at par or at a premium and for suchconsideration as the Board thinks fit.

7A. Issue and Allotment of WarrantsThe Board may issue, offer and allot warrants, subject to and in accordance with applicable laws, on such terms and conditions, at such times, to such persons, either at par or at premium, on a preferential basis or otherwise, and for such consideration, as the Board, in its sole discretion, deems fit. Provisions in relation to issuance of share certificates by the Company, as provided under the Act and these Articles, shall mutatis mutandis be applicable to any issuance of certificates in respect of warrants by the Company.

8. Power to issue SharesThe Company may, subject to the Act issue any part or parts of the unissued Shares (eitherequity or preference carrying a right to redemption out of the profits or liable to be so redeemed at the option of the Company) upon such terms and conditions and with such rights and privileges annexed thereto as the Board at their discretion may think fit and proper. Subject to the provisions of the Act and the Rules, in particular, the Board may issue such Shares with such preferential or qualifying rights to dividends and for the distribution of the assets of the Company as the Board may subject to the aforesaid sections, determine from time to time.

9. Commission and BrokerageThe Company may exercise the power of paying commission conferred by Section 40(6) ofthe Act and in such case shall comply with the requirements of that section and Rules. Suchcommission may be satisfied by the payment of cash or the allotment of fully or partly paid




Shares or partly in one way and partly in the other. The Company may also on any issue ofShares or debentures pay such brokerage as may be lawful.

10. Installment of Shares to be duly paidIf by the conditions of allotment of any Share, the whole or part of the amount or issue pricethereof shall be payable by installments, every such installment shall, when due, be paid tothe Company by the Person who, for the time being, shall be the registered holder of theShare or by his executor or administrator.

11. Liability of joint holders of SharesThe joint-holders of a Share shall be severally as well as jointly liable for the payment of allinstallments and calls due in respect of such Share.

12. Trust not recognisedSubject to Section 89 of the Act, save as herein otherwise provided, the Company shall beentitled to treat the registered holder of any Share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or as by statute required, be bound to recognise any equitable or any other claim to or interest in such Share on the part of any other person.

13. Who may be registeredShares may be registered in the name of any person, company or other body corporate. Notmore than three persons shall be registered as joint holders of any Share.

SHARE CERTIFICATES14. Authority to issue Share Certificates

Subject to the provisions of the Act and the Companies (Share Capital and Debentures) Rules, 2014 or any statutory modification or re-enactment thereof, Share certificates shall be issued as follows:

i) The certificates of title to Share and duplicate thereof when necessary shall be issued under the Seal of the Company which shall be affixed in the presence of:

a) two Directors duly authorized by the Board for the purpose or the Committee of theBoard if so authorized by the Board, and

b) the Secretary or some other person appointed by the Board for the purpose, all ofwhom shall sign such Share certificate provided that, if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a Managing or Whole time Director.

c) A director may sign a Share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means such as engraving in metal or lithography, but not by means of a rubber stamp, provided that the director, or anybody entrusted with the duty to take care of the same shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.

ii) Members right to certificateEvery Member shall be entitled free of charge to one certificate for all the Shares of each class registered in his name or if the Board so approves to several certificates each for one or more of such Shares. Such certificate shall be issued in accordance with the provisions of the Act and Rules. In respect of any Shares held jointly by several Persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.



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Provided, however, no Share certificate(s) shall be issued for Shares held by the “Beneficial Owner(s)” with the Depository. Provided that notwithstanding what is stated above the Company shall comply with such rules or regulations or requirements of any Stock exchange or the Rules made under Securities Contracts (Regulation) Act, 1956 or any other Act, or rules applicable in this behalf.

iii) Fees on issue of new Share certificate, registration of probates etc.

Such fee as provided pursuant to the provisions of this Act or Rules thereof or any lesser amount as may be decided by the Board or Committee thereof from time to time shall be charged for:

a) Sub-division and consolidation of Share and debenture certificates and for subdivisionof letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading

b) Sub-division of renounceable Letters of Right.

c) Issue of new certificates in replacement of those which are old, decrepit or wornout or where the cages on the reverse for recording transfers have been fully utilized.

d) Registration of any Power of Attorney, Probate, Letter of Administration or similarother documents.

CALLS15. Calls

The Board may, from time to time, subject to the sanction of shareholders and subject to theterms on which any Shares may have been issued and subject to the provisions of Section 49 of the Act, make such calls as the Board thinks fit upon the Members in respect of all moneys unpaid on the Shares held by them respectively and not by the conditions of allotment thereof made payable at fixed times and each Member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Board. A call may be made payable by installments and shall be deemed to have been made when the resolution of the Board authorising such call was passed.

16. Restriction on power to make calls and notice place of payment and to whom such call be paidNotice of any call as may be prescribed shall be given specifying the time and place ofpayment and to whom such call be paid.

17. Payment of interest on call i) If the sum payable in respect of any call or installment be not paid on or before the

day appointed for payment thereof the holder for the time being in respect of the Share for which the call shall have been made or the installment shall be due, shall pay interest for the same at maximum rate, as prescribed in the Act or Rules or under any other law for the time being in force, from day appointed for the payment thereof to the time of the actual payment or at such lower rate as the Board may determine.

ii) The Board shall be at liberty to waive payment of any such interest either wholly or in part.




18. Amount payable at fixed times or payable in installments on callsIf by the terms of any Share or otherwise any amount is made payable upon allotment or atany fixed time or by installments at fixed times, whether on account of the amount of the Share or by way of premium, every such amount or installment shall be payable as if it were a call duly made by the Board and of which due notice had been given, and all the provisions herein contained in respect of calls shall relate to such amount or installment accordingly.

19. Evidence in action by Company against shareholdersOn the trial or hearing of any action or suit brought by the Company against any Shareholderor his representatives to recover any debt or money claimed to be due to the Company inrespect of his Share, it shall be sufficient to prove that the name of the defendant is or was,when the claim arose, on the Register as a holder, or one of the holders of the number ofShares in respect of which such claim is made and that the amount claimed is not entered aspaid in the books of the Company and it shall not be necessary to prove the appointment of the Board who made any call, nor that a quorum was present at the Board meeting at whichany call was made nor that the meeting at which any call was made was duly convened orconstituted nor any other matter whatsoever but the proof of the matters aforesaid shall beconclusive evidence of the debt.

20. Payment of calls in advanceThe Board may, if it thinks fit, receive from any Member willing to advance the same, all or any part of the money due upon the Share held by him beyond the sums actually called for and upon the money so paid or satisfied in advance, or so in respect thereof as from time to time exceeds the amount of the calls then made upon the Share in respect of which such advance has been made, the Company may pay interest at such rate as may be fixed by the Board. Money so paid in excess of the amount of calls shall not rank for dividends or confer a right to participate in profits. The Board may at any time repay the amount so advanced upon giving to such a Member not less than three (3) month’s notice in writing.

21. Revocation of callA call may be revoked or postponed at the discretion of the Board.

FORFEITURE AND LIEN22. If calls or installment not paid notice may be given

If any Member fails to pay any call or installment of a call on or before the day appointed for the payment of the same, the Board may, at any time, thereafter during such time as the call orinstallment remains unpaid, serve notice on such Member requiring him to pay the same,together with any interest that may have accrued and all expenses that may have beenincurred by the Company by reason of such non-payment.

23. Date and place of payment of callThe notice shall name a day in accordance with the Act and the place or places on and at which such call or installment and such interest and expenses aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time, and at the place appointed the Shares in respect of which such call was made or installment is payable will be liable to be forfeited.

24. If notice is not complied with, Share may be forfeitedIf the requirements of any such notice as aforesaid not be complied with, any Shares inrespect of which such notice has been given may, at any time thereafter, before payment of allcalls or installments, interest and expenses, due in respect thereof, be forfeited by a resolutionof the Board to that effect.



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25. Notice after to forfeitureWhen any Share shall have been so forfeited, notice of the resolution shall be given to theMember in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by an omission or neglect to give such notice or to make such entry as aforesaid.

26. Forfeited Share to become property of the CompanyAny Share so forfeited shall be deemed to be the property of the Company and the Board maysell, re- allot or otherwise dispose of the same in such manner as it thinks fit.

27. Power to cancelThe Board may, at any time before any Shares so forfeited shall have been sold, re-allotted orotherwise disposed off, cancel the forfeiture thereof upon such conditions as it thinks fit.

28. Liability on forfeitureA Person whose Share has been forfeited shall cease to be a Member in respect of the Share, but shall, notwithstanding the forfeiture, remain liable to pay and shall forthwith pay to the Company, all calls or all installments, interest and expenses, owing upon or in respect of such Share, at the time of the forfeiture, together with interest thereon, from the due date to the time of actual payment at such rate as may be fixed by the Board and the Board may enforce the payment thereof, or any part thereof without any deduction or allowance for the value of the Shares at the time of forfeiture, but shall not be under an obligation to do so.

29. Evidence of forfeitureA duly verified declaration in writing that, the declarant is a Director, Manager or Secretary of the Company and has been authorised by a Board resolution to act as declarant and thatcertain Shares in the Company have been duly forfeited on a date stated in the declaration,shall be conclusive evidence of the facts therein stated as against all Persons claiming to beentitled to the Shares and such declaration and the receipt of the Company for theconsideration, if any, given for the Shares on the sale or disposition thereof shall constitute agood title to such Shares and the Person to whom any such Share is sold shall be registered asthe holder of such Share and shall not be bound to see the application of purchase money, nor shall his title to such Share be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposal.

30. Forfeiture provisions to apply to non- payment in terms of issueThe provisions of Articles 22 to 29 hereof shall apply in the case of non-payment of any sumwhich, by the terms of issue of Share, becomes payable at a fixed time, whether on account of the nominal value of a Share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

31. Company’s lien on sharesThe Company shall have a first and paramount lien upon every Share not being fully paid up,registered in the name of each Member (whether solely or jointly with others) and upon theproceeds of sale thereof for moneys called or payable at a fixed time in respect of such Sharewhether the time for the payment thereof shall have actually arrived or not and no equitableinterest in any Share shall be created except as otherwise provided in the Articles. Such lienshall extend to all dividends from time to time declared in respect of such Share subject to theprovisions of Section 124 of the Act and also to bonus declared on the shares. Unlessotherwise agreed, the registration of a transfer of a Share shall operate as waiver of theCompany’s lien if any, on such Share.




32. Enforcing lien of saleFor the purpose of enforcing such lien, the Board may sell the Share subject thereto in suchmanner as it thinks fit, but no sale shall be made until such time for payment as aforesaid shall have arrived and until notice in writing of the intention to sell have been served on such aMember, his executor or administrator or his Committee, curator bonis or other legalrepresentative as the case may be and default shall have been made by him or them in thepayment of the moneys called or payable at a fixed time in respect of such Share for such prescribed period after the date of such notice.

33. Application of proceeds of saleThe net proceeds of the sale shall be received by the Company and applied in or towardspayment of such part of the amount in respect of which the lien exists as is presently payable,and the residue, if any, shall (subject to a like lien for sums not presently payable as existedupon the Share before the sale) be paid to the Persons entitled to the Share at the date of thissale.

34. Validity of sales in exercise of lien and after forfeitureUpon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given, the Board may appoint some persons to execute an instrument of transfer of the Share sold and cause the purchaser’s name to be entered in the Register in respect ofthe Share sold and the purchaser shall not be bound to see the regularity of the proceedings,nor to the application of the purchase money and after his name has been entered in theRegister in respect of such Share the validity of the sale shall not be impeached by anyPerson, and the remedy of any Person aggrieved by the sale shall be in damages only andagainst the Company exclusively.

35. Board may issue new certificateWhere any Share under the powers in that behalf herein contained is sold by the Board andthe certificate in respect thereof has not been delivered to the Company by the former holderof such Share, the Board may issue a new certificate for such Share distinguishing it in suchmanner as it may think fit from the certificate not so delivered.

TRANSFER AND TRANSMISSION36. Execution of transfer, etc.

The instrument of transfer shall be in writing and all the provisions of Section 56 of the Act and the Companies (Share Capital and Debentures) Rules 2014, shall be duly complied with in respect of all transfers of Shares and the registration thereof.

37. Transfer of Demat SharesNothing contained in the foregoing Article shall apply to transfer of securities affected by thetransferor and transferee both of whom are Beneficial Owners with the Depository.

38. Application by transferApplication for the registration of the transfer of a Share may be made either by the transferoror the transferee, provided that where such application is made by the transferor no registration shall, in the case of a partly paid Share, be effected unless the Company gives notice of the application to the transferee in the manner prescribed by Section 56 of the Act and the Companies (Share Capital and Debentures) Rules 2014 and subject to provisions of these Articles the Company shall, unless objection is made by the transferee within specified time, enter in the Register the name of the transferee in the same manner and subject to the same conditions as if the application for registration of the transfer was made by the transferee.



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39. Form of transferThe instrument of transfer shall be in the form prescribed by the Act and the Companies(Share Capital and Debentures) Rules 2014, made thereunder

40. Form of transfer of Demat SharesNothing contained in the foregoing article shall apply to transfer of securities affected by thetransferor and transferee both of whom are Beneficial Owners with the Depository.

41. In what cases the Board may refuse to register transfer Subject to the provisions of these Articles, and of Section 58 or any other applicable provisions of the Act or any other applicable provisions of any other law for the time being in force or any statutory modification(s), the Board, may on sufficient cause, refuse to register any transfer of shares or the transmission of shares by operation of law of the right to a Share.

42. No transfer to a person of unsound mind etc.No transfer shall be made to a person of unsound mind and no transfer of partly paid Sharesshall be made to a minor.

43. Instrument of transfer left at Office when to be retainedEvery instrument of transfer shall be left at the Office for registration, accompanied by thecertificate of the Share to be transferred or, if no such certificate is in existence, by the Letterof Allotment of the Share and such other evidences as the Board may require to prove the titleof the transferor or his right to transfer the Share. Every instrument of transfer which shall beregistered shall be retained by the Company, but any instrument of transfer which the Boardmay refuse to register, unless the Board decide otherwise shall be returned to the person depositing the same.

44. Notice of refusal to register transferIf the Board refuses whether in pursuance of Article 41 or otherwise to register the transfer of,or the transmission by operation of law of the right to any Share, the Company shall, withinthe time prescribed by the Act, Rules send the transferee and transferor or to the person giving intimation of such transmission, as the case may be, notice of the refusal.

45. Fee on registration of transferNo fee shall be payable to the Company in respect of transfer or transmission of any Shares in the Company.

46. Transmission of registered SharesThe executor or administrator of a deceased Member (not being one of several joint-holders)shall be the only person recognised by the Company as having any title to the Sharesregistered in the name of such Member and in case of the death of any or more of the jointholders of any registered Share, the survivor shall be the only person recognised by theCompany as having any title to or interest in such Share, but nothing herein contained shall be taken to release the estate of a deceased joint- holder from any liability on the Share held by him jointly with any other person. Before recognising any executor or administrator, theBoard may require him to obtain a Grant or Probate or Letters of Administration or other legal representation, as the case may be from a competent Court in India, provided nevertheless that in any case where the Board in its absolute discretion thinks fit it shall be lawful for the Board to dispense, Letters of Administration or such other legal representation upon such terms as to indemnity, as it considers proper.

47. Transfer of Shares of insane, minor, deceased, or bankrupt MembersAny Committee or guardian of a lunatic or minor Member or any person becoming entitled totransfer a Share in consequence of the death or bankruptcy or insolvency of any Memberupon producing such evidence that he sustains the character in respect of which he proposes




to act under this Article or of his title as the Board thinks sufficient, may, with the consent of the Board (which the Board shall not be bound to give), be registered as a Member in respect of such Share, or may, subject to the regulations as to transfer hereinbefore contained transfer such Share.

48. Election under Transmission

i) If the person so becoming entitled under transmission shall elect to be registered as aholder of the Share himself, he shall deliver or send to the Company a notice inwriting signed by him stating that he so elects.

ii) If the person aforesaid shall elect to transfer the Share, he shall testify his election byexecuting an instrument of transfer of the Share.

iii) All the limitations, restrictions and provisions, of these Articles relating to the right totransfer and the registration of instruments of transfer of a Share shall be applicable to any such notice or transfer as aforesaid, as if the death, lunacy, bankruptcy orinsolvency of the Member had not occurred.

49. Rights of persons entitled to Shares under TransmissionA person so becoming entitled under transmission to a Share by reason of death, lunacy,bankruptcy of the holder shall, subject to the provisions of Article 83 and of Section 123 of the Act, be entitled to the same dividends and other advantages as he would be entitled to if he were the registered holder of the Share, except that he shall not before being registered as aMember in respect of the Share, be entitled in respect of it to exercise any right conferred bymembership in relation to meetings of the Company. Provided that the Board may at any timegive a notice requiring any such person to elect either to be registered himself or to transferthe Share and if the notice is not complied with within the time fixed by the Board, the Boardmay thereafter withhold payment of all dividends, bonuses, or other moneys payable inrespect of the Share, until the requirements of the notice have been complied with.

50. Nomination of Shares

i) Every holder of Shares in, or holder of debentures of the Company may, at any time,nominate, in the prescribed manner, a person to whom his Shares in, or debentures of, the Company shall vest in event of his death.

ii) Where the Shares in, or debentures of the Company are held by more than one person jointly, the joint holders may together nominate, in the prescribed manner a person to whom all the rights in the Shares or debentures of the Company shall vest in the event of death of all joint holders.

iii) Notwithstanding anything contained in any other law for the time being in force or inany disposition, whether testamentary or otherwise, in respect of such Shares in ordebentures of the Company, where a nomination made in the prescribed mannerpurports to confer on any person the right to vest the Shares in or debentures of theCompany, the nominee shall, on the death of the shareholder or holder of debenturesof the Company or, as the case may be, on the death of the joint holder becomesentitled to all the rights in the Shares or debentures of the Company or, as the casemay be, all the joint holders, in relation to such Shares in or debentures of the Company to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner.



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iv) Where the nominee is a minor, it shall be lawful for the holder of the Shares or holderof the debentures, to make the nomination to appoint, in the prescribed manner, anyperson to become entitled to Shares in, or debentures of the Company, in the event ofhis death, during minority.

v) Any person who becomes a nominee may upon production of such evidence as maybe required by the Board and subject as hereinafter provided, elect, either to beregistered himself as holder of the Share(s) or debenture(s) as the case may be; or tomake such transfer of the Share(s) or debenture(s) as the deceased shareholder ordebenture holder, as the case may be, could have made.

51. The provisions of these Articles relating to transmission by operation of law shall mutatismutandis apply to any other securities including debentures of the Company.

INCREASE AND REDUCTION OF CAPITAL52. Power to increase

The Company may by an ordinary resolution passed by the Members in a general meeting orby Postal Ballot, increase its capital, from time to time, by creation of new Shares of suchamounts as may be deemed expedient in accordance with the applicable provisions of the Act.

53. On what conditions new Shares may be issuedSubject to any special rights or privileges for the time being attached to any Shares in thecapital of the Company then issued, the new Shares or the existing unissued Shares of anyclass may be issued. In the case of new Shares upon such terms and conditions, and with such rights and privileges attached thereto as the shareholders resolving in a general meeting upon the creation thereof, shall direct, and if no directions be given, and in the case of existingunissued Shares as the Board subject to the Act shall determine, and in particular in the caseof preference Shares such Shares may be issued with a preferential or qualified right todividends and in the distribution of assets of the Company and with rights of redemption.

54. Issue of Sweat Equity Shares to employees or DirectorsSubject to the provisions of Section 54 of the Act and subject to any special rights or privileges for the time being attached to any Shares in the capital of the Company then issued, the Company may issue equity Shares to employees or directors at a discount or for consideration other than cash for providing know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called or for the performance of past or future services.

55. Provisions relating to the issue of shares

(a) Before the issue of any new Shares, the Company in a general meeting or throughPostal Ballot may make provisions as to the allotment and issue of the new Shares,and in particular may determine to whom the same shall be offered in the first instance and whether at par or at a premium or discount and upon default of any such provisions, or so far as the same shall not extend, the new Shares may be issued in conformity with the provisions of Article 7.

(b) Subject to the provisions of the Act, where the new Shares are offered to the personswho at the date of the offer, are holders of the equity shares of the Company then such Share shall be offered in proportion, as nearly as circumstances admit, to the capital paid up on these Shares at the date. Such offer shall be made by a notice specifying the number of Shares offered and limiting a time as may be prescribed by




the Act and Rules thereof within which the offer, if not accepted, will be deemed to have been declined. Such offer shall be deemed to include a right exercisable by the person concerned to renounce the Shares offered to them in favour of any other person and the notice referred to above hereof shall contain this statement of this right, provided that the directors may decline, without assigning any reason to allotany shares to any person in whose favour any member may renounce the Shares offered to him. After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner as it thinks most advantageous to the shareholders and the Company.

(c) Notwithstanding anything contained in sub-clause (a) above, but subject, however, toSection 62(3) of the Act, the Company may increase its subscribed capital on exerciseof an option attached to the debentures issued or loans raised by the Company toconvert such debenture or loans into shares, or to subscribe for shares in the Company, provided however that the terms of the debentures or loans include a term providing for such option is in conformity with the rules, if any made by the Central Government in this behalf and has also been approved by a special resolution in a general meeting.

56. How far new Shares to rank with existing SharesExcept so far as otherwise provided by the conditions of issue or by these presents, anycapital raised by the creation of new Shares shall be considered part of the then existing Share Capital of the Company and shall be subject to the provisions herein contained with reference to the payment of dividends, calls and installments, transfer and transmission, forfeiture, lien, surrender and otherwise.

57. Inequality in numbers of new SharesIf owing to any inequality in the number of new Shares to and the number of Shares held bythe Members entitled to have the offer of such new Shares, any difficulty that may arise in theapportionment of such new Shares or any of them amongst the Members, such difficultyshall, in the absence of any direction in the members’ resolution creating the Shares or by the Company in a general meeting be determined by the Board.

58. Reduction of Share CapitalThe Company may, subject to the applicable provisions of the Act and Rules, from time totime, by special resolution reduce its capital and any capital redemption reserve account orsecurities premium account, in any manner and with and subject to any incident authorized and consent required by law.

59. Buyback of SharesSubject to the provisions of Sections 68 to 70 and all applicable provisions of the Act andsubject to such approvals, permissions, consents and sanctions from the concerned authorities and departments, including the Securities and Exchange Board of India and the Reserve Bankof India, if necessary, the Company may, by passing a special resolution at a general meeting, purchase its own Shares or other specified securities (hereinafter referred to as ‘buyback’) from its existing Shareholders on a proportionate basis and/or from the open market and/or from the lots smaller than market lots of the securities issued to the employees of the Company pursuant to a scheme of stock options or sweat equity, from out of its free reserves or out of the securities premium account of the Company or out of proceeds of any issue made by the Company specifically for the purpose, on such terms, conditions and in such manner as may be prescribed by law from time to time; provided that the aggregate of the securities so bought back shall not exceed such number as may be prescribed under the Act or Rules made from time to time.



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ALTERATION OF CAPITAL60. Power to alter Capital

The Company in a general meeting or through Postal Ballot may subject to the provisions ofthe Act from time to time:-

(a) consolidate and divide all or any of its Share Capital into Shares of larger amount than its existing Shares;

(b) sub-divide its existing Shares or any of them into Shares of smaller amount than isfixed by the Memorandum so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived;

(c) convert all or any of its fully paid up Shares into stock, and reconvert that stock into fully paid up Shares of any denomination;

(d) cancel any Shares which at the date of the passing of the resolution, have not beentaken or agreed to be taken by any person and diminish the amount of its Share capital by the amount of the Shares so cancelled.

61. Surrender of sharesSubject to the provisions of the Act, the Board may accept from any Member the surrender onsuch terms and conditions as shall be agreed, of all or any of his Shares.

MODIFICATION OF RIGHTS62. Power to modify rights

Whenever the capital (by reason of the issue of preference Shares or otherwise) is divided into different classes of Shares, all or any of the rights and privileges attached to each class may, subject to the provisions of the Act, be modified, commuted, affected, abrogated, varied or dealt with by agreement between the Company and any persons purporting to contract onbehalf of that class provided such agreement is (a) consented to in writing by the holders of at least three-fourths of the issued Shares of that class, or (b) sanctioned by a special resolution passed at a separate meeting of the holders of the issued Shares of that class and all the provisions herein after contained as to general meetings shall mutatis-mutandis, apply to every such meeting. This Article is not by implication to curtail the power of modificationwhich the Company would have if this Article were omitted. The Company shall comply withthe provisions of Section 117 of the Act as to forwarding a copy of any such agreement orresolution to the Registrar of Companies.

BORROWING POWERS63. Power to borrow

Subject to the provisions of the Act and the Companies (Acceptance of Deposits) Rules,2014, the directors from time to time at their discretion, by resolution passed at the meeting of the Board, accept deposit from Members or public or others either in advance or calls, orotherwise and generally raise or borrow or secure the payment of any sum or sums of moneyfor the purpose of the Company not exceeding the aggregate of the Paid- up Capital of theCompany and its reserves. Provided, however, where the monies to be borrowed, togetherwith the monies already borrowed (apart from temporary loans obtained from the Company’sbankers in the ordinary course of business) exceed the aforesaid aggregate, the Directors shall not borrow such monies without the consent of the Company in a general meeting by means of special resolution.




64. Conditions on which money may be borrowedThe Board may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular, by the issue of bonds, redeemable debentures or debenture-stock, or any mortgage, or other tangible security on the undertaking or the whole or any part of the property of the Company (both present and future).

65. Issue of debentures, debenture- stocks, bonds, etc. with special privilegesAny debentures, debenture-stocks, bonds or other securities may be issued at a premium orotherwise and with any special privileges, as to redemption, surrender, drawings, allotment of Shares, appointment of Directors and otherwise, debentures, debenture-stocks, bonds or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. Provided that the debentures, debenture stock, bonds or other securities with the right to allotment of the or conversion into Shares shall not be issued except with the consent of the Company in a general meeting or through Postal Ballot subject to provisions of Section 71 of the Act.

66. Instrument of transferSave as provided in Section 56 of the Act, no transfer of debentures shall be registered unless a proper instrument of transfer executed by the transferor and transferee has been delivered to the Company together with the certificate or certificates of the debentures.

67. Notice of refusal to register transferIf the Board refuses to register the transfer of any debentures within time limit as may beprescribed, the Company shall send to the transferee and to the transferor, notice of therefusal.

GENERAL MEETINGS68. When Annual General Meeting to be held

In addition to any other meetings, the “Annual General Meeting” of the Company shall be held within such intervals as are specified in the Act and subject to the provisions of the Act, during such business hours and places as may be determined by the Board under the provisions of the Act or the Rules made thereunder. Any other meeting of the Company shall be called as “Extra-ordinary General Meeting”.

69. Calling of a general meeting by circulationThe Board may also decide to call a general meeting by passing a resolution by circulation and the resolution so passed would be as effective as a resolution passed at the Board meeting.

70. Circulation of Member’s ResolutionThe Company shall comply with provisions of Section 111 of the Act, as to giving notice ofresolutions and circulating statement on the requisition of Members.

71. Notice of meetingSave as permitted under Section 101 of the Act, a general meeting of the Company may becalled by giving prior notice as may be prescribed either in writing or through electronic mode. Notice of every meeting shall be given to the Members and such other person or persons as required under and in accordance with Section 101 of the Act and it shall be served in the manner authorized by Sections 20 and 101 of the Act and the Rules made under the Act.



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PROCEEDINGS AT A GENERAL MEETING72. Business of meeting

Subject to the Act, the ordinary business of an Annual General Meeting shall be to receive and consider the financial statements, including consolidated financial statements and the reports of the Directors and the Auditors thereon, to elect Directors in the place of those retiring, to appoint Auditors and fix their remuneration and to declare dividends. All other business transacted at an Annual General Meeting and all business transacted at any other general meeting shall be deemed to be special business.

73. Quorum to be present when business commencedNo business shall be transacted at any general meeting unless a quorum of Members ispresent at the time when the meeting proceeds to business. Quorum for the meeting shall be determined in accordance with Section103 of the Act.

74. When if Quorum not present, meeting to be cancelled and when to be adjournedIf within half-an hour from the time appointed for the meeting a quorum is not present, themeeting, if convened by requisition of Members shall be cancelled, but in any other case itshall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such time and place as the Board may by notice appoint and if at suchadjourned meeting a quorum is not present within half-an hour from the time appointed forholding the meeting those Members, who are present and not being less than two (2) shall be quorum and may transact the business for which the meeting was called.

75. Resolution to be passed by the Company in a general meetingAny act or resolution which, under the provisions of these Articles or of the Act, is permitted or required to be done or passed by the Company in a general meeting or through Postal Ballot shall be sufficiently so done or passed if effected by an ordinary resolution as defined in Section 114 (1) of the Act unless either the Act or these Articles specifically require such act to be done or resolution passed by a special resolution as defined in Section 114 (2) of the Act.

76. Chairman of a general meetingThe Chairman of the Board and in his absence Vice Chairman shall be entitled to take the chair at every general meeting (“Chairman /Vice Chairman”). If there is no such Chairman /Vice Chairman, or if at any meeting he is not present within fifteen (15) minutes after the time appointed for holding such meeting, or is unwilling to act, the Directors present shall choose another Director as Chairman , and if no Directors is present, or if all the Directors present decline to take the Chair, then the Members present shall, on a show of hands or on a poll if properly demanded, elect one (1) of their numbers being a Member entitled to vote, to be the Chairman /Vice Chairman.

77. How questions to be decided at meetingsAt any general meeting a resolution put to the vote of the meeting shall unless a poll isdemanded under Section109 of the Act or voting is carried out electronically, be decided on ashow of hands in accordance with Section 107 of the Act and the Companies (Managementand Administration) Rules, 2014. In the case of an equality of votes, the Chairman shall bothon a show of hands and at the poll have a casting vote in addition to the vote or votes to whichhe may be entitled as a member.

78. What is the evidence of passing of a resolution where poll is not demandedA declaration by the Chairman that on an evidence of the show of hands a resolution has orhas not been carried, either unanimously or by a particular majority and an entry to that effectin the book containing the minutes of the proceedings of the Company shall be conclusive




evidence of the fact, without proof of the number or proportion the votes cast in favour of oragainst such resolution.

79. Demand for Poll(i) Subject to the Act, before or on the declaration of the result of voting on any

resolution on a show of hands, a poll may be ordered to be taken by the Chairman of his own motion and shall be ordered to be taken by him on a demand made in that behalf by a Member or Members present in person or by Proxy and holding Shares in the Company conferring their powers to vote on such resolution, being Shares which is not less than one tenth of the total voting power in respect of the resolution or on which the aggregate sum of not less than Rupees Five lacs has been paid up.

(ii) If a poll be demanded as aforesaid it shall be taken forthwith on a question ofadjournment or election of a Chairman and in any other case in such manner and atsuch time, not being later than forty-eight (48) hours from the time, when the demandwas made, and at such place as the Chairman directs and subject as aforesaid, either at once or after an interval or adjournment or otherwise and the results of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was demanded.

(iii) The demand of a poll may be withdrawn at any time by the person or persons whomade the demand.

(iv) Where a poll is to be taken the Chairman shall appoint scrutinizer (s) as prescribed bythe Rules to scrutinize the votes given on the poll and report to him thereon.

(v) On a poll a Member entitled to more than one (1) vote, or his Proxy or other personentitled to vote for him, as the case may be, need not, if he votes, use all his votes orcast in the same way all the votes he uses.

(vi) The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

80. Power to adjourn a general meeting

(i) The Chairman of a general meeting may adjourn the same from time to time and fromplace to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(ii) Save as otherwise provided in Section 103 of the Act, when the meeting is adjournedit shall not be necessary to give any notice of an adjournment or of the business to betransacted at any adjourned meeting unless the adjournment is for such period or more as may be prescribed in the Act and Rules.

81. Vote of Members

i) Save as hereinafter provided, on a show of hands every Member present in personand being a holder of equity Shares shall have 1 (one) vote and such other person present, as the Act or Rules thereof may prescribe from time to time being a holder ofthe equity Shares or not , shall have 1 (one) vote.

ii) Save as hereinafter provided, on a poll the voting rights of a holder of equity Sharesshall be as specified in Section 47 of the Act.



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iii) The voting rights of every Member holding preference Shares, if any, shall upon a show of hands or upon a poll be subjected to the provisions, limitations and restrictions laid down in Section 47 of the Act. Provided that no body corporate shall vote by Proxy so long as resolution of its Board under the provisions of Section 113 of the Act is in force and the person named in such resolution is present at the generalmeeting at which the vote by Proxy is tendered.

iv) A Member may exercise his vote if permitted by the Act and the Rules at a meeting or by Postal Ballot or by electronic means in accordance with the Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014 and shall vote only once.

82. Procedure where a company or body corporate or President or Governor is a Member

i) Where a body corporate (hereinafter called “Member Company”) is a Member of the Company, then their representation at the meeting shall be in accordance with Section 113 of the Act.

Such a person so authorized shall be entitled to exercise the same rights and powers, including the right to vote by Proxy on behalf of the Member Company which he represents, as that Member Company could exercise if it were an individual Member.

ii) Where the President of India or the Governor of a State is a Member of the Companythen his/their representation at the meeting shall be in accordance with Section 112 of the Act.

Such a person so authorized shall be entitled to exercise the same rights and powers, including the right to vote by Proxy on behalf of the President or Governor whom he represents, as the President or the Governor could exercise as a Member of the Company.

83. Votes in respect of deceased, insane and insolvent MembersAny person entitled under these Articles for transfer of Shares may vote at any generalmeeting in respect thereof in the same manner as if he were the registered holder of suchShares, provided that at least forty eight (48) hours before the time of holding the meeting oradjourned meeting, as the case may be, at which he purports to vote he shall satisfy the Board of his right to transfer such Shares, unless the Board shall have previously admitted his right to vote at such meeting in respect thereof. If any Member is of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, he may vote whether on a show of hands or at a poll, by his Committee, or other legal guardian and any such Committee or legal guardian may, on a poll, give their votes by Proxy.

84. Joint HoldersWhere there are joint registered holders of any Share, any one of such persons may vote atany meeting either personally or by Proxy in respect of such Share as if he were solely entitled thereto and if more than one of such joint-holders be present at any meeting either personally or by Proxy, then one of the said persons so present whose name stands first on the Register in respect of such Share alone shall be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any Share is registered shall for the purpose of this Article be deemed joint holders thereof.

85. Proxies Permitted Votes may be given either personally, or in the case of a body corporate, by a representativeduly authorised as aforesaid, or by Proxy in accordance with the provisions of Section 105 ofthe Act read with the Companies (Management and Administration) Rules, 2014.




86. Instrument appointing a Proxy to be deposited at the officeThe instrument appointing a Proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if such appointer is a body corporate, be under its seal or be signed by an officer or attorney duly authorized by it.

87. Proxy forms to be sentThe Company agrees that it will send out Proxy forms to all shareholders and debentureholders in all cases where proposals other than of a purely routine nature are to considered,such Proxy forms being so worded that a shareholder or debenture holder may vote either foror against each resolution.

88. Instrument appointing a Proxy to be deposited at the office The instrument appointing a Proxy and the power of attorney or other authority (if any) underwhich it is signed, or a notarized copy of that power or authority, shall be deposited at theOffice not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument purports to vote in respect thereof and in default the instrument of Proxy shall not be treated as valid.

89. Whether vote by Proxy valid though authority revokedA vote given in accordance with the terms of an instrument appointing a Proxy shall be validnotwithstanding the previous death or insanity of the principal, or revocation of the instrument, or transfer of the Share in respect of which the vote is given, provided no intimation in writing of the death, insanity, revocation or transfer of the Share shall have been received by the Company at the office before the vote is given. Provided nevertheless that the Chairman shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of Proxy and that the same has not been revoked.

90. Form of instrument appointing a ProxyEvery instrument appointing a Proxy shall be retained by the Company and shall, be in theform as prescribed in the Companies (Management and Administration) Rules, 2014.

91. Restriction on votingNo Member shall be entitled to exercise any voting rights either personally or by Proxy at anymeeting of the Company in respect of any Shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Companyhas, exercised, any right of lien but the Board may by a resolution waive the operation of this Article.

92. Objections raised on voting

i) Any objection as to the admission or rejection of a vote either, on a show of hands, oron a poll made in due time, shall be referred to the Chairman , who shall forthwithdetermine the same, and such determination made in good faith shall be final andconclusive.

ii) No objection shall be raised to the qualification of any voter except at the meeting oradjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes.

DIRECTORS93. Number of Directors

The number of Directors of the Company shall not be less than three (3) and not more thanfifteen (15).



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Provided that the Company may appoint more than fifteen (15) directors after passing a special resolution of members. The composition of the Board will be in consonance with the Act.

94. Company to increase or reduce number of DirectorsSubject to the provisions of the Act and these Articles, the Company may from time to timeincrease or reduce the number of Directors within the limits fixed by Article 93.

95. Limit on number of non-retiring Directors

a) Subject to the Act and these Articles, the Directors not exceeding one-third of the total number of Directors for the time being of the Company shall be liable to retirement by rotation. The Independent Directors and any other Director as may be prescribed in the Act shall not be counted in the total number of Directors for this purpose.

b) Subject to the provisions of Articles 97 and 98 and Section 152 of the Act, all Directors other than the Directors who are not retiring by rotation, additional/ alternate/ Independent Directors shall be persons whose period of office is liable to determination by retirement by rotation. All the Directors who are not retiring except Independent Directors and any other Director as may be prescribed in the Act shall however, be counted in determining the number of retiring Directors.

96. First DirectorsNotwithstanding the foregoing Article, the first Directors of the Company shall be determined in writing by the subscribers to the Memorandum and Articles of Association of theCompany.

97. Power of State Financial Corporations and other to nominate DirectorsThe Board may authorise by resolution or by agreement the State Financial Corporation(SFC), State Industrial Development Corporation (SIDC), Life Insurance Corporation of India(LIC), Industrial Finance Corporation of India (IFCI), Industrial Development Bank of India(IDBI), Unit Trust of India (UTI), and/or any other Financial Institution, corporation or any Bank which continue(s) to be Member of the Company by virtue of being holder of any Share or Shares in the Company or to any of the aforesaid Financial Institutions, Corporation or Banks to whom any money remains due by the Company and SFC, LIC, IFCI, SIDC, IDBI, UTI to nominate a Director or Directors to the Board from time to time and to remove from such Office any person or persons so appointed and upon removal of any such person to appoint any other person(s) in his / their place. A Director so appointed shall not be required to hold any qualification Shares nor shall (subject to the provisions of Section 152 read with Section 161(3) of the Act) be liable to retire by rotation or be subject to removal under Article109 hereof. But he shall be counted in determining the number of retiring directors. A Director appointed under this Article shall be ex-officio Director within the meaning of these Articles.

98. Debenture DirectorsAny trust deed for securing debenture or debenture stock may, if so arranged, provide for theappointment, from time to time, by the trustees thereof or by the holders of debentures ordebenture stock, of some person or persons to be Director(s) of the Company and mayempower such trustees or holders of debentures or debenture stock, from time to time, toremove and re- appoint any Director(s) so appointed. The Directors appointed under thisArticle are herein referred to as “Debenture Directors” and the term “Debenture Directors”means the Directors for the time being in office under this Article. The Debenture Director




shall not be liable to retire by rotation or be removed by the Company. The trust deed maycontain such ancillary provisions as may be arranged between the Company and the trusteesand all such provisions shall have effect not withstanding any of the other provisions hereincontained. But he shall be counted in determining the number of retiring directors.

99. Power of Directors to add their numberThe Board shall have power at any time and from time to time to appoint any person as anadditional Director as an addition to the Board but so that the total numbers of Directorsshould not exceed the limit fixed by these Articles and the Act. Any Director so appointed shall hold office only until the next Annual General Meeting of the Company and shall then be eligible for re- election.

100. Qualification Shares.A Director shall not be required to acquire qualification Shares.

101. Directors Remuneration and expensesSubject to the approval of the Board, each Director shall be entitled to receive out of the fundsof the Company a fee for attending a meeting of the Board or any other meetings, within the limit permitted, from time to time, by the Act or the Rules made thereunder. The Directors who are neither Managing Director nor Whole-Time Director may be paid a remunerationexclusive of any fees and reimbursement of expenses payable to them for attending meetings etc. which shall not exceed 1 (one) percent or such other higher amount as may be permitted under the act or rules thereof, of the Net Profit of the Company as may be decided by the Board.

All other remuneration, if any payable by the Company to each Director, whether in respect of his services as a Managing Director or a Director in the whole or part time employment of the Company or otherwise shall be determined in accordance with and subject to the provisions of these Articles and of the Act. The Directors shall be entitled to be paid their all travelling, hotel and other expenses incurred in consequence of their attending the Board and other meetings or otherwise incurred in the execution of their duties as Directors or in performing any of the task on behalf of the Company.

102. Remuneration for extra servicesIf any Director, being willing, shall be called upon to perform extra services or to make anyspecial exertions for any of the purposes of the Company or as a Members of a Committee of the Board then, subject to Section 197 of the Act, the Board may remunerate the Directors so doing either by a fixed sum or by a percentage of profits or otherwise and such remunerationmay be either in addition to or in substitution for any other remuneration to which he may beentitled.

103. Board may act notwithstanding vacancyThe continuing Directors may act notwithstanding any vacancy in their body but so that if thenumber falls below the minimum as fixed by the Articles, the Directors shall not except for the purpose of filing vacancies or for summoning a general meeting as so long as the numberis below the minimum.

104. Vacation of office of DirectorThe office of Director shall ipso facto become vacant if at any time he commits any of the acts set out in Section167 of the Act.

105. Office or place of profitNo director or other person referred to in Section 188 of the Act shall hold an office or place of profit save as permitted by that Section and the Companies (Meetings of Board and itsPowers) Rules, 2014.



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106. Conditions under when Directors may contract with CompanySubject to the provisions of Sections 184, 188 and 192 of the Act and the Rules made thereunder neither shall a Director be disqualified from contracting with the Company whether as vendor, purchaser or otherwise for goods, materials or services or for underwriting the subscription of any Shares in or debentures of the Company nor shall any such contract or agreement entered into by or on behalf of the Company with the relative of such Director, or a firm in which such Director or relative is a partner or with any other partner in such firm or with a private company of which such Director is a Member or Director, be void nor shall any director so contracting or being such Member or so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding office or of the fiduciary.

107. Rotation and retirement of Directors

(a) Subject to the provisions of Articles 97, 98 and Section 152 of the Act, at each Annual General Meeting of the Company one third of such of the Directors for the time being as are liable to retire by rotation, or if their number is not three or multiple of three, then the number nearest to one-third shall retire from office.

(b) Neither a nominated Director nor an additional Director appointed by the Board under Article 99 hereof nor an Independent Director shall be liable to retire by rotation within the meaning of this Article. But they along with all the Directors who are not retiring except Independent Directors shall be counted in determining the number of retiring directors.

108. Which Directors to retire

a) The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who became Directors on the same day those to retire shall, in default of and subject to any agreement among themselves, be determined by lot drawn at a meeting of the Board.

b) Save as permitted by Section 162 of the Act, every resolution of a general meeting forthe appointment of a Director shall relate to one named individual only.

109. Power to remove Directors by ordinary resolution on special noticeThe Company may remove any Director other than directors nominated pursuant to Articles97 and 98 before the expiration of his period of office in accordance with the provisions ofSection 169 of the Act and may subject to the provisions of Section 161 of the Act appointanother person instead of the Director so removed was appointed by the Company in ageneral meeting or by the Board under Article 110.

110. Board may fill up casual vacanciesIf any Director appointed by the Company in a general meeting vacates office as a Directorbefore his term of office expires in the normal course, the resulting casual vacancy may befilled up by the Board at a meeting of the Board, but any person so appointed shall retain hisoffice so long only as the vacating Director would have retained the same of no vacancy hasoccurred. Provided that the Board may not fill such a vacancy by appointing thereto anyperson who has been removed from the office of Director under Article 109.




111. When the Company and candidate for office of Directors must give noticeThe eligibility and appointment of a person other than a retiring Director to the office ofDirector shall be governed by the provisions of Section 160 of the Act.

ALTERNATE DIRECTORS112. Power to appoint alternate Directors

The Board may in accordance with and subject to the provisions of Section 161 of the Act,appoint any person to act as alternate Director for a Director during the latter’s absence for aperiod of not less than three (3) months from India. No Person shall be appointed as alternatedirector to an Independent Director unless he is qualified to be appointed as IndependentDirector under the provisions of the Act.

PROCEEDINGS OF BOARD OF DIRECTORS113. Meeting of Directors

The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit; provided that a meeting of the Board shall be held as per the provision of the Act, Rules.

114. Director may summon meetingA Director may, at any time, and the manager or secretary shall, upon the request of a Director made at any time, convene a meeting of the Board and the provisions of Section 173 of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014 shall apply in this regard.

115. Chairman Emeritus/ Mentor The Board may appoint Chairman Emeritus/ Mentor to guide the Board. He may be remunerated as per the provisions of these articles and provided with such amenities and facilities as may be required to perform his functions and approved by the Board.

116. Chairman /Vice ChairmanThe Board may appoint a Chairman of its meetings. The Board may also appoint a ViceChairman to preside over the meeting of the Board in absence of Chairman. If no suchChairman /Vice Chairman is appointed or if at any meeting of the Board, the Chairman /ViceChairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose someone of their member to be the Chairman of such meeting.

117. QuorumThe quorum for a meeting of the Board shall be determined from time to time in accordancewith the provisions of Section 174 of the Act. If a quorum shall not be present within fifteen (15) minutes of the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman of the Board shall appoint. The participation of theDirectors can be in person or through video conferencing or other audio visual means as may be prescribed by the Companies (Meetings of Board and its Powers) Rules, 2014 or permitted by law.

118. A meeting of the Board at which a quorum is present shall be competent to exercise all or anyof the authorities, powers and discretion by or under these Articles or the Act for the time being vested in or exercisable by the Board.

119. How questions to be decidedSubject to the provisions of Sections of 186(5), 203(3) of the Act and save as otherwiseexpressly provided in these Articles, questions arising at any meetings shall be decided by amajority of votes.



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120. Power to appoint Committees and delegateThe Board may, subject to the provisions of the Act, from time to time and at any time, delegate any of its powers to a Committee consisting of such Director or Directors as it thinks fit and may, from time to time revoke such delegation. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Board.

121. Proceedings of CommitteeThe meeting and proceedings of such Committee consisting of two (2) or more members shall be governed by the regulations made by the Board in that regard in accordance with theprovisions, if any, of the Act.

122. When acts of a Director valid notwithstanding defective appointmentActs done by a person as a Director shall be valid, notwithstanding that it may afterwards bediscovered that his appointment was invalid by reason of any defect or disqualification or hadbeen terminated by virtue of any provisions contained in the Act or in these Articles. Providedthat nothing in these Articles shall be deemed to give validity to acts done by a Director afterhis appointment has been shown to the Company to be invalid or to have been terminated.

123. Resolutions by CirculationSave in those cases where a resolution is required by Sections 161(4), 179 , 182, 184, 186,188, 203 or any other provision of the Act, to be passed at a meeting of the Board, a resolution shall be as valid and effectual as if it had been passed at a meeting of the Board or Committee, as the case may be duly called and constituted if a draft thereof in writing is circulated, together with the necessary papers, if any, to all the Directors or to all the members of the Committee as the case may be, at their address addresses registered with the Company in India by hand delivery or by post or by courier, or through such electronic means as may be prescribed and has been approved by a majority of the directors or members, who are entitled to vote on the resolution.

Provided that, where not less than one third of the Directors of the Company for the time being require that resolution under circulation must be decided by the at a meeting of the Board, the Chairman shall put the resolution to be decided at a meeting of the Board.

MINUTES124. Minutes to be made

a) The Board shall in accordance with the provisions of Section 118 of the Act and theCompanies (Management and Administration) Rules, 2014, cause minutes to be kept of every general meeting of the Company and of every meeting of the Board or of every Committee of the Board.

b) Any such minutes of any meeting of the Board or of any Committee or of the Company ina general meeting, if kept in accordance with the provisions of Section 118 of the Act and the Companies (Management and Administration) Rules, 2014, shall be evidence of the matters stated in such minutes. The minute books of general meetings of the Company shall be kept at the Office and shall be open to inspection by Members as per the provisions of the Act or the Rules made thereunder. The minute books of general meetings may also be kept for inspection in electronic mode as prescribed under the Companies (Management and Administration) Rules, 2014.

POWERS OF THE BOARD125. General power of Company vested in the Board

Subject to the provisions of the Act and these Articles, the business of the Company shall bemanaged by or under the direction of the Board who shall be entitled to exercise all such




powers and to do all such acts and things as the Company is authorised to exercise and do.Provided that the Board shall not exercise any power or do any act or thing which is directedor required, whether by the Act or any other statute or by the Memorandum of the Company or by these Articles or otherwise, to be exercised or done by the Company in a general meeting. Provided further that wherever the Act or any other statute or the Memorandum of the Company or these Articles, provide for exercise of powers by the Board subject to the members approval in a general meeting, the Board shall exercise such powers only with such approval. In exercising any such power or doing any such act or thing, the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in the Memorandum of the Company or in these Articles, or in any regulations not inconsistent therewith and duly made there under, including regulations made by the Company in a general meeting, but no regulation made by the Company in a general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

126. Specific Powers given to DirectorsWithout prejudice to the general powers conferred by the immediately preceding Article andto any other powers or authority conferred by these presents on the Directors or on theManaging Director, it is hereby expressly declared that the Directors shall subject to theregulations of these presents and to the provisions of the Act and in addition to the powers ofthe Board provided under Section 179 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, have the following powers, that is to say, power:

(i) To carry the agreement into effectTo take such steps as they think fit to implement and to carry into effect all agreements.

(ii) To pay preliminary expensesTo pay costs, charges and expenses preliminary and incidental to the promotion,formation, establishment and registration of the Company.

(iii) To acquire and dispose of property and rightsTo purchase or otherwise acquire for the Company any property, rights or privilegeswhich the Company is authorised to acquire at such price and generally on such terms and conditions as they think fit and subject to the provisions of Section 180 (1) of the Act, to sell, let, lease, exchange, or otherwise dispose of absolutely or conditionallyany part of the property, privileges and undertaking of the Company upon such termsand conditions and for such consideration as they may think fit.

(iv) To pay for property in debenture etc.At their discretion to pay for in debentures etc. property rights, privileges acquired by or services rendered to the Company either wholly or partially in cash or in Shares(subject to Section 62 of the Act), bonds, debentures or other securities of the Company and any such Shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and such bonds, debentures, or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

(v) To secure contracts by mortgageTo secure, the fulfillment of any contracts, agreements or engagement entered into byCompany by mortgage or charge of all or any of the property of the Company and itsunpaid capital for the time being or in such manner as they may think fit, subject toSection 180 of the Act.



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(vi) To appoint officers etc.To appoint and at their discretion remove or suspend such agents, employees, officers, clerks and servants for permanent, temporary or special services as they may from time to time think fit and to determine their powers and duties and fix their salaries or emoluments whether by way of commission or participation in profits or partly in one way and partly in another and to require security in such instances and to such amount as they think fit.

(vii) To appoint trusteesTo appoint any Person or Persons (whether incorporated or not) to accept and hold intrust for the Company any property belonging to the Company or in which it is interested or for any other purposes and to execute and do all such deeds, documents and things as may be requisite in relation to any such trust and to provide for theremuneration of such trustee or trustees.

(viii) To bring and defend actions etc.Subject to the provisions of Act, to institute, conduct, defend, compound or abandonany legal proceedings by or against the Company or its officers or otherwiseconcerning the affairs of the Company and also to compound and allow time forpayment or satisfaction of any debts due and of any claims or demands by or againstthe Company.

(ix) To refer to arbitrationTo refer any claims as demands by or against the Company to arbitration and observeand perform the awards.

(x) To give receiptsTo make and give receipts, releases and other discharges for money payable to theCompany and for the claims and demands of the Company.

(xi) To act in matters of bankrupts and insolventsTo act on behalf of the Company in all matters relating to bankrupts and insolvents.

(xii) To authorize acceptance etc.To determine who shall be entitled to sign on the Company’s behalf bills, notes,receipts, acceptances, endorsements, cheques, releases, contracts, negotiableinstruments and documents.

(xiii) To appoint attorneysFrom time to time to provide for the management of the affairs of the Company eitherin different parts of India or elsewhere in such manner as they think fit and in particular to establish branch officers and to appoint any persons to be the attorneys or agents of the Company with such powers (including powers to sub-delegate) and upon such terms as may be thought fit.

(xiv) To invest moneysSubject to the provisions of Sections 67,179, 180(1), 186 of the Act, to invest and deal with any of the moneys of the Company not immediately required for the purposes thereof upon such securities (not being Shares in this Company) and in such manner as they think fit and from time to time to vary or realise such investments.

(xv) To give security by way of indemnityTo execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property (present and future) as




they think fit and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed upon.

(xvi) To give percentage of profitsSubject to the provisions of Section 188 of the Act, to give to any person employed by the Company, as remuneration for their services as such, a commission on the profits of any particular business or transaction or a Share in the profits of the Company such commission or Share or profits shall be treated as part of the working expenses of the Company.

(xvii) To make bye lawsFrom time to time make, vary and repeal bye-laws for the regulation of the business of the Company, its officers and servants.

(xviii) To make contracts etc.To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds, things in the name and on behalf of the Company as they may consider expedient or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

(xix) To establish and support charitable objectsSubject to the provisions of Sections 181 and 182 of the Act to establish, maintain,support and subscribe to any national, political and charitable institutions or funds ofpublic object, and any institution, society, or club which may be for the benefit of theCompany or its employees or may be connected with any town or place where theCompany carries on business, to give pensions, gratuities, or charitable aid to anyperson or persons who have served the Company or to the wives, children ordependents of such person or persons, that may appear to the Directors just or proper, whether any such person, his widow, children or dependents have or have not a legal claim upon the Company.

(xx) To set aside profits for Provident FundSubject to the provisions of the Act, before recommending any dividends, to set asideportions of the profits of the Company to form a fund to provide for such pensions,gratuities or compensation, or other benefits or to create any provident or benefit orother funds in such or any other manner as the Director may deem fit.

(xxi) To make and alter rulesTo make and alter rules and regulations concerning the time and manner of paymentof the contributions of the employees and the Company, respectively to any such funds and the accrual, employment, suspension and forfeiture of the benefits of the said funds and the application and disposal thereof and otherwise in relation to the working and management of the said fund as the Directors shall from time to time think fit.

(xxii) To do other acts To do any and all other acts and things of whatsoever nature which are permitted under the law and exercise all such powers subject to the provisions of the Act.

(xxiii) To delegate powers to a Director or EmployeeSubject to the provisions of the Act, to delegate all or any of the powers hereby conferred upon them to the Managing Director or to any other Director or employees of the Company as they may from time to time think fit, other than a power to issue debentures and to make calls on shareholders in respect of moneys unpaid on their Shares.



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MANAGING OR WHOLE – TIME DIRECTOR(S)127. Powers to Board to appoint Managing or Whole-time Director(s)

Subject to the provisions of the Act, and of these Articles, the Company in a general meetingor the Board may from time to time appoint one or more of their body to be Managing Director or Managing Directors (in which expression shall be included Joint or Deputy Managing Director) or Whole-time Director or Whole-time Directors of the Company, for such term not exceeding five years at a time and upon such terms and conditions as they may think fit, from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places.

Further the Managing Director as stated in Article 128 can hold the position of the Chairman of the Board for the better governance of the Company.

128. Subject to the approval of the Board of the Company, the Chairman /Vice Chairman of the Board of the Company can hold the position of the Managing Director and/or the ChiefExecutive Officer of the Company at the same time.

129. Subject to the provisions of the Act, and of these Articles, a Managing Director or anExecutive Chairman /Whole-time Director may subject to the shareholders’ approval at the time of appointment or reappointment or otherwise continue to hold office not subject to retirement by rotation under Article 107. However, they shall be counted in determining the number of retiring directors. He shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to the resignation and removal of the other Directors of the Company and he shall ipso facto and immediately cease to be a Managing Director or an Executive Chairman /Whole-time Director if he ceases to hold the office of Director for any cause, provided that if at any time the number of Directors (including Managing Director or Executive Chairman /Whole-time Director) as are not subject to retirement by rotation shall exceed one-third of the total number of Directors for the time being, then such Managing Director or Executive Chairman /Whole-time Director, as the Directors shall from time to time select, shall be liable to retirement by rotation in accordance with Article 107 for that period and the Directors not liable to retirement by rotation shall not exceed one-third of the total number of Directors for the time being.

Further retirement by rotation and re-appointment of Managing Director or Chairman ondetermination of their office by retirement of Directors by rotation as stated above shall not affect their current tenure of appointment and will not be treated as break in their respective office.

130. Subject to the provisions of the Act and of these Articles and of any contract between him andthe Company, the remuneration of the Managing Director or Whole-time Director shall fromtime to time be fixed by the Directors, subject to the approvals of the Members of Companyand may be by way of fixed monthly payment or commission on profits of the Company or byparticipation in such profits or by any or all of these modes or any other mode not expresslyprohibited by the Act. A Managing Director or Whole-time Director shall in addition to the above remuneration not be entitled to the fee for attending meetings of Board or Committee.

131. Power and duties of Managing or Whole-time DirectorSubject to the provisions of the Act and of these Articles, the Company or the Board may from time to time entrust to and confer upon a Managing Director or Managing Directors or Whole-time Director or Whole-time Directors for the time being, such of the power exercisable under these Articles or otherwise by the Directors as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and they may subject to the provisions of the Act and of these Articles confer such powers either collaterally with, or to the exclusion of or in substitution for all, or any of the




powers of the Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers.

MANAGEMENT132. Management of the Company

The Board may in accordance with the provisions of the Act appoint a Whole- time Chairmanor Vice Chairman, or Managing Director or Whole-time Director or Manager to manage its affairs. A Director may be appointed as a Secretary, or Manager but Secretary or Manager need not be a Director of the Company. The terms and conditions and the appointment of Whole-time/Managing Directors shall be subject to the provisions of the Act and to the consent of the Members of the Company, wherever required.

133. Subject to the provisions of the Act, the following regulations shall have effect: -a) Local Management

The Board may, from time to time, provide for the management of the affairs of theCompany outside India (or in any specified locality in India) in such manner as it shallthink fit and the provisions contained in the four next following paragraphs shall bewithout prejudice to the general powers conferred by this paragraph.

b) Local Directorate delegationsThe Board, from time to time and at any time, may establish any local directorates oragencies for managing any of the affairs of the Company outside India, or in anyspecified locality in India and may appoint any persons to be Members of any such local directorate or any managers or agents and may fix their remuneration and, save asprovided in Section 179 of the Act, the Board from time to time and at any time maydelegate to any person so appointed any of the powers, authorities and discretions for the time being of any such local directorate or any of them to fill up any vacancies therein and to act notwithstanding vacancies and may fix any such appointment conditions as the Board may think fit and the Board may at any time remove any person so appointed and may annul or vary any such delegation.

c) Power of AttorneyThe Board may, at any time and from time to time, by power of attorney under the Sealappoint any persons to be the attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those which may be delegated by the Board under the Act and these Articles) and for such period and subject to suchconditions as the Board may, from time to time think fit any such appointments may, ifthe Board thinks fit be made in favour of the members or any of the members of any local directorate established as aforesaid, or in favour of the Company or of the members, directors, nominees, or officers of any company or firm, or in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys as the Board thinks fit.

d) Sub-delegationAny such delegate or attorneys as aforesaid may be authorised by the Board to sub delegate all or any of the powers, authorities and discretions for the time being vested in them.

e) Register of Members or debenture holdersThe Company shall keep and maintain a Register of Members, Index of Members,Register and index of Debenture holders and Register and index of other security holders in accordance with the applicable provisions of the Act, with details of shares and debentures held in material/physical and dematerialised form in any media as may be



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permitted by law including in any form of electronic media. The Register and Index of Beneficial Owners maintained by a Depository under Section 11 of the Depositories Act shall be deemed to be Register of Members and index of Members and Register and Index of Debenture holders and Register and Index of other Security holders, as the case may be, for the purpose of the Act. The Company may cause to be kept in any State or country outside India, as may be permitted by the Act, a foreign Register of Members or debenture holders resident in any such State or country and the Board may from time to time, make such provisions as it may think fit relating thereto and may comply with the requirement of any local law and shall in any case comply with the provisions of Sections 88 of the Act and the Companies (Management and Administration) Rules, 2014.

f) Option to opt out in respect of any securityIf a Beneficial Owner seeks to opt out of a Depository in respect of any security, theBeneficial Owner shall inform the Depository accordingly.

g) The Depository shall, on receipt of information as above, make appropriate entries in its records and subsequently inform the Company.

h) The Company shall within the prescribed time of the receipt of the intimation from theDepository and on fulfillment of such conditions and payment of such fees as may bespecified by the regulations, issue the certificate of securities to the Beneficial Owner or the transferee as the case may be.

i) Service of DocumentsNotwithstanding anything in the Act, or these Articles to the contrary, where securitiesare held in a Depository, the records of the beneficial ownership may be served by such Depository on the Company by means of electronic mode or by delivery of floppies or discs.

j) Provisions of Articles to apply to shares held in DepositoryExcept as specifically provided in these Articles, the provisions relating to joint holders of Shares, calls, lien on Shares, forfeiture of Shares and transfer and transmission of Shares shall be applicable to shares held in Depository so far as they apply to shares in physical form subject to the provisions of the Depository Act.

k) Allotment of Securities dealt with in a DepositoryNotwithstanding anything in the Act, or these Articles where securities are dealt with by aDepository, the Company shall intimate the details thereof to the Depository immediately on allotment of such securities.

l) Distinctive number of securities held in a DepositoryThe shares in the capital shall be numbered progressively according to their severaldenominations provided, however, that the provision relating to progressive numberingshall not apply to the shares of the Company which are dematerialised or may bedematerialised in future or issued in future in dematerialised form. Every forfeited orsurrendered share held in material form shall continue to bear the number by which the same was originally distinguished.

KEY MANAGERIAL PERSONNEL134. Appointment and Remuneration

Subject to Section 203 of the Act, the Board shall appoint a Managing Director, Whole-timeDirector, Chief Executive Officer, Company Secretary, Chief Financial Officer and such other Officers as Key Managerial Personnel as may be prescribed on such terms and




conditions and on such remuneration as may be approved by the Board and may remove them by means of resolution of the Board.

135. Powers of Key Managerial PersonnelWithout prejudice to the general powers or authorities conferred by these presents on Key Managerial Personnel, it is hereby expressly declared that the Key Managerial Personnel shall subject to the regulations of these presents and to the provisions of the Act and in addition to the powers of the Key Managerial Personnel provided under the Act, have the power and authority to represent the Company and to enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds, things in the name and on behalf of the Company as they may consider expedient or in relation to any of the matters for the purposes of the Company.

AUTHENTICATION OF DOCUMENTS136. Power to authenticate documents

Any Director or the Key Managerial Personnel or any officer authorized by the Board for thepurpose shall have power to authenticate any documents and accounts relating to the business of the Company and to certify copies thereof, extracts thereof or extracts therefrom as true copies or extracts, where any books records, documents or accounts are elsewhere than at the Office, the local manager or other officer of the Company having the custody thereof, shall be deemed to be a person appointed by the Board as aforesaid.

137. Certified copies of resolution of the BoardA document purporting to be a copy of resolution of the Board or an extract from the minutesof a meeting of the Board which is certified as such in accordance with the provisions of theimmediately preceding Article shall be exclusive evidence in favour of all persons dealingwith the Company upon the faith thereof that such resolution has been duly passed or, as thecase may be, that such extract is a true and accurate record of a duly constituted meeting ofthe Directors.

THE SEAL138. Custody of Seal

The Board shall provide for the safe custody of the Seal and the Seal shall never be usedexcept by the authority previously given by the Board or a Committee of the Board authorized by the Board in that behalf and save as provided in Article 14 (i) hereof, any one (1) Directorand the secretary or such other person as the Board may authorize shall sign every instrumenton which the Seal is affixed.

Provided nevertheless, that any instrument bearing the Seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Board to issue the same.

ANNUAL RETURNS139. Annual Returns

The Company shall comply with the provisions of Section 92 of the Act as to the making ofAnnual Returns.

RESERVES140. Reserves

The Board may, from time to time before recommending any dividend, set apart any and suchportion of the profits of the Company as it thinks fit as reserves to meet contingencies or forthe liquidation of any debentures, debts or other liabilities of the Company, for equalisation ofdividends, for repairing, improvising or maintaining any of the property of the Company andfor such other purposes of the Company as the Board in its absolute discretion thinks



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conducive to the interest of the Company and may, subject to the provisions of the Act investthe several sums so set aside upon investments (other than Shares of the Company) as it may think fit and from time to time deal with and vary such investment and dispose of all or any part thereof for the benefit of the Company and may divide the reserve into such special funds as the Board thinks fit, with power to employ the reserve or any parts thereof in the business of the Company and that without being bound to keep the same separate from other aspects.

141. Investment of MoneyAll money carried to the reserves shall nevertheless remain and be profits of the Companysubject to due provisions being made for actual loss or depreciation for the payment ofdividends and such moneys and all the other moneys of the Company not immediatelyrequired for the purposes of the Company may, subject to the provisions of the Act, beinvested by the Board in or upon such investments or securities as it may select or may beused as working capital or may be kept at any Bank on deposit or otherwise as the Board may, from time to time think proper.

142. Carry forward of profitsThe Board may also carry forward any profits which it may consider necessary not to dividewithout setting them aside as a reserve.

CAPITALISATION OF RESERVES143. Capitalisation of reserves

Any general meeting may resolve that any moneys, investments, or other assets forming partof the undivided profits of the Company standing to the credit of the reserves, or any capitalredemption reserve accounts, or in the hands of the Company and available for dividend orrepresenting premiums received on the issue of Shares and standing to the credit of thesecurities premium account be entitled and distributed amongst such of the shareholders aswould be entitled to receive the same if distributed by way of dividend and in the proportionson the footing that they become entitled thereto as capital and that all or any part of suchcapitalized fund be applied on behalf of such shareholders in paying up in full of any unissuedShares, of the Company which shall be distributed accordingly or in or towards payment ofthe uncalled liability on any issued Shares, or towards both and that such distribution orpayment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalised sum.

Provided that any sum standing to the credit of a securities premium account or a capital redemption reserve account may, for the purpose of this Article only be applied in the paying up of unissued Shares to be issued to Members of the Company as fully paid bonus Shares.

144. Surplus moneyA general meeting may resolve that any surplus moneys arising from the realisation of anycapital assets of the Company or any investments representing the same, or any otherundistributed profits of the Company not subject to charge for income tax, be distributedamong the Members.

145. Fractional certificatesFor the purpose of giving effect to any resolution as mentioned in Articles 143 & 144, the Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and in particular may issue fractional certificate, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed for suchfractional certificate in order to adjust the rights of all parties and may vest such cash or forsuch fractional certificates in trustees upon such trusts for the persons entitled to the dividendsor capitalised funds as may seem expedient to the Board. Where requisite, a proper contractshall be filled in accordance with Section 39 of the Act, and the Board may appoint any




person to sign such contract on behalf of the person entitled to the dividends or capitalised fund and such appointment shall be effective.

DIVIDENDS146. Declaration of Dividends

The Company in a general meeting may declare dividends to be paid to the Membersaccording to their rights and interest in the profits and may, subject to the provisions ofSection 127 of the Act, fix the time for payment. The dividend declared shall not exceed theamount recommended by the Board, but, the Company in a general meeting may declare adividend, which is lesser in amount than as recommended by the Board.

147. Dividend to be paid out of the profitsNo dividend shall be paid otherwise than out of the profits of the year or any other undistributed profits except as provided by Section 123 of the Act. No dividend shall carry interest against the Company.

148. Dividends to be pro-rata on the paid up amountSubject to the special rights of the holders of preference Shares, if any, for the time being, theprofits of the Company distributed as dividends or bonus shall be distributed among theMembers in proportion to the amounts paid or credited as paid on the Shares held by them,respectively, but no amount paid on a Share in advance of calls shall while carrying interestbe treated for the purpose of this Article as paid on the Share. All dividends shall be apportioned and paid pro-rata according to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividends is paid, but if any Share is issued on terms providing that it shall rank for dividend as from a particular date such Shares shall rank for dividend accordingly.

149. What to be seemed net profitThe declaration of the Board subject to members’ adoption in Annual General Meeting as tothe amount of the net profits of the Company shall be conclusive.

150. Interim DividendsThe Board may subject to Section 123 from time to time, pay to the Members such interimdividends as in its judgment the position of the Company justifies.

151. Debts may be deducted The Board may retain any dividends on which the Company has lien and may apply the samein or towards satisfaction of the debts, liabilities or engagements in respect of which the lienexists.

152. Dividend and call togetherSubject to the provisions of Article 15, any general meeting declaring a dividend may make acall on the Members of such amount as the meeting fixes, but so that the call on eachMembers shall not exceed the dividend payable to him, so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company and the Member may be set off against the call.

153. Dividend in cashNo dividend shall be payable except in cash, provided that nothing in the foregoing shall bedeemed to prohibit the capitalisation of profits or reserves of the Company for the purpose ofissuing fully Paid-up bonus Shares or paying up any amount for the time being unpaid on theShares held by the Members of the Company.



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154. Dividend ProfitA transfer of Shares shall not pass the rights to any dividend declared thereon before theregistration of the transfer.

155. Power to retain dividend until transmission is effectedThe Directors may retain the dividends payable upon Shares in respect of which any person is under transmission entitled to transfer, until such person shall become a Member in respect of such Shares or shall duly transfer the same.

156. Payment of Dividend to Member on mandateNo dividend shall be paid in respect of any Share except to the registered holder of such Share or to his order or to his bankers, but nothing contained in the Article shall be deemed to require the bankers of a registered shareholder to make a separate application to the Company for the payment of the dividend.

157. Dividend to joint shareholdersAny one of several persons who are registered as the joint holders of any Share may giveeffectual receipt for all dividends, bonuses and other payments in respect of such Share.

158. Notice of declaration of dividendNotice of any dividend, whether interim or otherwise, shall be given to the persons entitled toShare therein in the manner hereinafter provided.

159. Payment of DividendAll dividends and other dues to Members shall be deemed to be payable at the Office of theCompany. Unless otherwise directed any dividend, interest or other moneys payable in cashin respect of a Share may be paid by any banking channels or cheque or warrant sent throughthe post to the registered address of the holder, or in the case of joint-holders, to the registeredaddress of that one of the joint-holders who is the first named in the Register in respect of thejoint-holding or to such person and at such address as the holder, or joint- holders, as the case may be, may direct and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent.

160. Unclaimed dividendsAll unclaimed dividend along with interest accrued shall not be forfeited but shall be creditedto a special bank account as per Section 124 of the Act, and after the prescribed period transferred to Investor Education and Protection Fund established by the Central Governmentin terms of Section 125 of the Act.

161. Forfeiture of dividendThe Company agrees that it will not forfeit unclaimed dividend before the claim becomesbarred by law and that such forfeiture, when effected will be annulled in appropriate cases.

BOOKS AND DOCUMENTS162. Books of account to be kept

The Board shall cause proper books of account to be kept in accordance with Section 128 ofthe Act.

163. Where to be keptSubject to the provisions of the Act, the books of account shall be kept at the Office or at suchother place in India as the Board may decide and when the Board so decides, the Companyshall, within prescribed time of the decision, file with the Registrar of Companies a notice inwriting giving the full address of that other place. The books can also be kept in electronicmode as prescribed by the Act and Rules subject to compliance of prescribed guidelines.




164. Inspection by Director

a) The books of account shall be open to inspection by any Director during businesshours in accordance with the applicable provisions of the Act and the Rules.

b) The Board shall, from time to time, determine whether and to what extent and at whattimes and places and under what conditions or regulations, the books of account andbooks and documents of the Company, other than those referred to in Articles 124 and175 or any of them shall be open to the inspection of the Members not being Directorsand no Member (not being a Director) shall have any right of inspecting any books ofaccount or books or documents of the Company except as conferred by law orauthorised by the Board or by Company in a general meeting.

ACCOUNTS165. Balance Sheet and Profit and Loss Account

At every Annual General Meeting, the Board shall lay before the Company the financial statements including consolidated financial statements in accordance with the provisions of Section 129 of the Act read with the Companies (Accounts) Rules, 2014, and such financial statements including consolidated financial statements shall comply with the requirements of Sections 129, 133 and 134 and of Schedule III to the Act so far as they are applicable to the Company but, save as aforesaid the Board shall not be bound to disclose greater details of the result or extent of the trading and transactions of the Company than it may deem expedient.

166. Board’s ReportThere shall be attached to the financial statements laid before the Company in the Annual General Meeting a report by the Board complying with Section 134 of the Act.

167. Copies to be sent to Members and othersA copy of every financial statements including consolidated financial statements, Auditors report and every other document required by law to be annexed or attached to the financial statements shall, as provided by Section 136 of the Act, within prescribed time before the General Meeting be sent to every such Member, debentureholder, trustee of the debentures issued by the Company and to all other person to whom the same is required to be sent by the said Section either by electronic mode or through such other mode as may be prescribed by the Rules.

168. Copies of balance Sheet etc. to be filed with the Registrar of CompaniesThe Company shall comply with Section 137 of the Act as to filing copies of the financial statement including consolidated financial statement and documents required to be annexed or attached thereto with the Registrar of Companies.

AUDITORS169. Accounts to be audited annually

Subject to the provisions of the Act, once at least in every year the books of account of theCompany shall be audited by one or more auditor or auditors.

170. Appointment, remuneration, rights and duties of AuditorsThe appointment, powers, rights, remuneration and duties of the auditors shall be regulated by Sections 139 to 146 and Section 148 of the Act and Rules made thereunder.



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SERVICE OF NOTICES AND DOCUMENTS171. How notice to be served on Members

A notice or other documents may be given by the Company to its Members in accordance with Sections 20, 101 and 136 of the Act and Rules made thereunder.

172. Notice valid though Member deceasedSubject to the provisions of Article 171 any notice or document delivered or sent by post to orleft at the registered address of any Members in pursuance of these Articles shall,notwithstanding such Members be deceased & whether or not the Company have notice of his death, be deemed to have been duly served in respect of any registered Share, whether held solely or jointly with other persons by such Member until some other persons be registeredinstead as the holder or joint-holders thereof and such service shall for all purposes of thosepresents be deemed to be a sufficient service of such notice or document on his heirs,executors or administrators and all persons, if any, jointly interested with him in any suchShare.

173. Service of process in winding-upSubject to the provisions of the Act, in the event of a winding-up of the Company, everyMember of the Company who is not for the time being in the place where the Office of theCompany is situated shall be bound, within prescribed time e after the passing of an effectiveresolution to wind up the Company voluntarily or the making of an order for the winding up of the Company, to serve notice in writing on the Company appointing some person residing in the neighbourhood of the Office upon whom all summons, notices, process, orders andjudgments in relation to or under the winding-up of the Company may be served and indefault of such nomination, the liquidator of the Company shall be at liberty, on behalf ofsuch Member, to appoint some such person and serve upon any appointee whether appointedby the Member or the liquidator shall be deemed to be good personal service on such Member for all purposes and where the liquidator makes any such appointment, he shall, with all convenient speed, give notice thereof to such Member by advertisement in some dailynewspaper circulating in the neighborhood of the office or by a registered letter sent by postand addressed to such Member at his address as registered in the Register and such noticeshall be deemed to be served on the day on which the advertisement appears or the letterwould be delivered in the ordinary course of the post. The provisions of this Article do notprejudice the right of the liquidator of the Company to serve any notice or other document inany other manner prescribed by these Articles.

KEEPING OF REGISTERS AND INSPECTION174. Registers, etc. to be maintained by Company

The Company shall duly keep and maintain at the Office, Registers, in accordance with Sections 85, 88, 170, 187, 189 and other applicable provisions of the Act and Rules made thereunder in electronic form or in such form and in such manner as may be prescribed under the Act or the Rules.

175. Supply of copies of RegistersThe Company shall comply with the provisions of Sections 85, 94, 117, 171, 186 and 189 of the Act and the Rules as to the supplying of copies of the registers, deeds, documents, instruments, returns, certificates, and books etc. herein mentioned to the persons herein specified when so required by such persons on payment, where required, of such fees as may be fixed by the Board but not exceeding charges as prescribed by the said Sections of the Act and Rules framed thereunder.

176. Inspection of Registers etc.Where under any provision of the Act or Rules any person whether a Member of the Company or not, is entitled to inspect any register, return, certificate, deed, instrument or document (including electronic records) required to be kept or maintained by the Company,




the person so entitled to inspection shall be permitted to inspect the same during such business hours and place as may be determined by the Board under the provisions of the Act and the Rules thereunder.

177. When Registers of Members and Debenture holders may be closedThe Company, after giving appropriate previous notice, subject to the provisions of Section 91 of the Act and Rules made thereunder, close the Register of Members or the register of debenture holders or the register of security holders, as the case may be, for any period or period as may be prescribed.

RECONSTRUCTION178. Reconstruction

On any sale of the undertaking of the Company the Board or the liquidator on a winding-upmay, if authorized by a special resolution, accept fully paid or partly paid up Shares, debentures, or securities of any other company whether incorporated in India or not other than existing or to be formed for the purchase in whole or in part of the Company’s property and the Board (if the profits of the Company permit) or the liquidators (in a winding-up) may distribute such Shares or securities, or any other property of the Company amongst the Members without realization or vet the same in trustees for them and the special resolution may provide for the distribution or appropriation of the cash, Shares or other securities benefit or property, otherwise than in accordance with the strict legal rights of the members of contributories of the Company and for the valuation of any such securities or property at such price and in such manner as the meeting may approve and all holders of Shares shall be bound by any valuation or distribution so authorised and waive all rights in relation thereto, save only in case the Company is proposed to be or is in course of being wound up, such statutory right (if any) under the Act as are incapable of being varied or excluded by these Articles.

SECRECY179. Secrecy

Every Director, manager, secretary, Trustee for the Company, its Member or debenture-holder, members of a Committee, officer, servant, agent, accountant, other person employed in or about the business of the Company shall, if so required by the Board or by a Managing Director before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Board or by any meeting or by a Court of Law and except so far as may be necessary in order to comply with any of the provisions in these Articles contained.

180. No shareholder to enter the premises of the Company without permissionNo shareholder, or other person (not being a Director) shall be entitled to enter upon the property of the Company or to inspect or examine the premises or properties of the Company without the permission of the Board or subject to Article 164 to require discovery of or any information respecting any details of the trading of the Company or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process or of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the Company to communicate.

WINDING UP181. Distribution of assets

Subject to the provisions of the Act, if the Company shall be wound up and the assets available for distribution among Members as such shall not be sufficient to repay the whole of the Paid-up capital such assets shall be distributed so that as nearly as may be and the losses



Hero FinCorp Ltd.48

shall be borne by the Members in proportion to the capital paid up at the commencement of the winding up, on the Shares held by them respectively. And if in a winding-up assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding-up, the excess shall be distributed amongst the Members in proportion to the capital at the commencement of the winding-up,Paid-up or which ought to have been paid up on the Shares held by them, respectively. But this Article is to be without prejudice to the rights the holders of Shares issued upon special terms and conditions. Preference shareholders shall have prior rights to repayment of capital and dividends due.

182. Distribution of assets in specieSubject to the provisions of the Act, if the Company shall be wound up, whether voluntarily or otherwise, the liquidators may, with the sanction of a special resolution divide among the contributories, in specie or kind, any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefits of the contributories, or any of them, as the liquidators with the like sanction, shallthink fit.

INDEMNITY183. Indemnity to Directors and officers

Subject to the provisions of the Act every Director, Managing Director, whole-time Director, manager, secretary or officer of the Company or any person (whether an officer of the Company or not) employed by the Company and any person appointed as Auditor shall be indemnified out of the funds of the Company against all bonafide liabilities incurred by him as such Director, Managing Director, whole-time Director manager, secretary officer, employee or Auditor in defending any proceedings, whether civil or criminal in which judgment is given in his favour, or in which he is acquitted or in connection with any application under the Section 463 of the Act in which relief is granted to him by the Court.

184. Insurance Policy for indemnitySubject to the provisions of the Act and the Rules, the Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or former Directors, Key Managerial Personnel and officers for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable.

GENERAL POWERS185. General Powers under the Article

Where any provisions of the said Act, provides that the Company shall do such act, deed, or thing, or shall have a right, privilege or authority to carry out a particular transaction, only if it is so authorised in its Articles, in respect of all such acts, deeds, things, rights, privileges and authority, this Article hereby authorises the Company to carry out the same, without the need for any specific or explicit Article in that behalf.




PART B(AMENDING ARTICLES)

186. Subject to the requirements of Applicable Law, in the event of conflict between the provisions of Part A of the Articles and Part B of the Articles (Part B being referred as the “Amending Articles”), the provisions of the Amending Articles shall prevail and apply. Notwithstanding the provisions of Part A of the Articles, the Company and the Shareholders shall not be bound by, or subject to, any duties, obligations or covenants under Part A of the Articles, where such provisions conflict, in any manner, with the Amending Articles. The plain meaning of the Amending Articles shall always be given effect to and no rules of harmonious construction shall be applied to resolve conflicts between: (i) Part A of the Articles (on one hand); and (ii) the Amending Articles (on the other).

187. Definitions:

In the Amending Articles, except as otherwise provided: (i) capitalized terms shall have the meaning assigned to them herein below; and (ii) word or phrase not defined in this Article of but defined in the Amending Articles shall have the meaning assigned to it in such definition wherever appearing throughout theAmending Articles, unless the contrary is expressly stated:

“Acceptance Notice” shall have the meaning as set forth in Article193(4) of the Amending Articles.

“Act” shall mean the (Indian) Companies Act, 2013 and includes any applicable provisions of (Indian) Companies Act, 1956 which have not been superseded by the relevant provisions of the (Indian) Companies Act 2013, as on the relevant date, together with all rules, regulations, circulars, notifications, clarifications and orders issued by a Governmental Authority in respect of the foregoing, each of the above, as amended, modified, supplemented or re-enacted from time to time.

“Additional Securities” shall have the meaning as set forth in Article193(2) of the Amending Articles.

“Adjourned Board Meeting” shall have the meaning as set forth in Article202(3) of the Amending Articles.

“Adjourned General Meeting” shall have the meaning as set forth in Article203(4) of the Amending Articles.

“Affiliates”, with respect to:

(i) a Person who is a juristic Person (including a corporation, partnership, association, trust, or any other entity), other than the Investors, shall mean any other Person who, directly or indirectly, Controls, is Controlled by, or is under common Control with, the first named Person;

(ii) a Person who is a natural Person, shall mean (a) any other Person who, directly or indirectly, is Controlled by the first named Person, either singly or jointly with his Relatives; and (b) any Relative of such first named Person; and

(iii) Investor 1, shall mean Investor1 Affiliates. For the avoidance of doubt, any portfolio company of Investor1 shall not be regarded as an Affiliate of Investor 1 for the purposes of the Amending Articles.

(iv) Investor 2, shall mean any other Person who, directly or indirectly, Controls, is



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Controlled by, or is under common Control with, Investor 2.For the avoidance of doubt, any portfolio company of Investor2 shall not be regarded as an Affiliate of Investor 2 for the purposes of the Amending Articles.

“Affirmative Vote Matters” shall mean the matters listed in Article 205(3) of the Amending Articles.

“Applicable Law” or “Law” shall mean all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, rules of common law, decree, Governmental Approvals, regulations, notifications, guidelines, policies, directions, directives, listing agreement and orders, requirement or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration having the force of law, of any of the foregoing, of any Governmental Authority having jurisdiction over the matter in question, whether in effect as of the Execution Date or thereafter.

“Articles” or “Articles of Association” shall mean these articles of association (including the Amending Articles) of the Company, as may be amended from time to time.

“AuditedFinancial Statements” shall mean, in case of a Financial Year, the audited financial statements of the Company for such Financial Year; provided that the Audited Financial Statements in respect of a Financial Year shall always include the balance sheet, profit and loss account, statements of income and cash flows, as of the end of the relevant Financial Year, together with the auditor’s report and director’s report thereon, notes thereto and relevant disclosures prescribed under Applicable Law.

“Base Price” shall have the meaning as set forth in Article195(2)(iii) of the Amending Articles.

“BCPIL” shall mean Bahadur Chand Investments Private Limited, a private limited company incorporated and existing under the Laws of India, with its registered office at Hero C.R. Division, Sua Road, Hero Nagar, Ludhiana, Punjab – 141003.

“Board” or “Board of Directors” shall mean the board of Directors of the Company, as constituted from time to time.

“Big Four Accounting Firm” shall mean any one of the following accounting firms or any of their respective Indian affiliates:

(1) Deloitte Touche Tohmatsu India Private Limited;

(2) Ernst & Young LLP;

(3) KPMG India Private Limited; and

(4) Price Waterhouse Coopers India Private Limited.

“BMOP” shall mean M/s Brijmohan Lal Om Parkash, a partnership firm formed under the Indian Partnership Act, 1932 and having its offices at Hero C.R. Division, Sua Road, Hero Nagar, Ludhiana – 141003.

“Business” shall mean, inter alia, the business of:

(i) consumer finance (i.e., (a) financing two wheeler vehicles manufactured by an original equipment manufacturer which is an Affiliate of the Company and whose shares are listed on Stock Exchange(s) in India; and (b) providing loans against




property); and

(ii) commercial lending (i.e., providing Indian corporates a wide portfolio of financing products which include working capital loans, machine loans amongst others).

“Business Day” shall mean:

(i) with regard to any matter concerning Investor 1 and the Company and/or the Promoters, a day (other than a Saturday and a Sunday) on which scheduled commercial banks are open for business in New Delhi, India and Port Louis, Mauritius;

(ii) with regard to any matter concerning Investor 2 and the Company and/or the Promoters, a day (other than a Saturday and a Sunday) on which scheduled commercial banks are open for business in New Delhi, India and Singapore.

“Call Notice” have the meaning as set forth in Article210(2)(ii)(a) of the Amending Articles.

“Charter Documents” shall mean the certificate of incorporation of the Company,memorandum of association of the Company, as may be amended from time to time,and theArticles.

“Closing Date” shall mean September 15, 2016.

“Committee(s)” shall mean committees of the Board, as constituted from time to time.

“Company” shall mean Hero FinCorp Limited public limited Company incorporated and existing under the Laws of India, with its registered office at 34, Community Center, Basant Lok, Vasant Vihar, New Delhi – 110057.

“Control” (including with correlative meaning, the terms “Controlled by” and “under common Control with”) shall mean the (i) acquisition or control of more than 50% (Fifty Percent) of the voting rights, or of the share capital, of such Person; (ii) right to appoint and/or remove all or the majority of the members of the board or other governing body of such Person; and/or (iii) power to direct or cause the direction of the management, or exercise significant influence over the management or policies, of such Person, whether obtained directly or indirectly, and whether obtained by ownership of share capital, possession of voting rights, through contract or otherwise.

“Creeping Acquisition Limit” shall have the meaning as set forth in Article195(2)(ii) of the Amending Articles.

“Deed of Adherence” shall mean the deed of adherence in the form agreed between the Parties.

“Delayed IPO Rights” shall have the meaning as set forth in Article196(1) of the Amending Articles.

“Dilution Instruments” shall mean any Shares, securities, warrants, rights, options or arrangement (whether oral or in writing) which are convertible into, or which entitle the holder to acquire or receive, any equity shares of the Company, or any rights to purchase or subscribe to Shares, securities, warrants, rights, options or other instruments which, by their terms, are convertible into or exchangeable for equity Shares.

“Director” shall mean a director of the Company.



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“Employment Agreement” shall mean the employment agreement dated September 9, 2016 executed between the Company and the Key Person.

“Encumbrance” shall mean any present or future encumbrance including any mortgage, pledge, assignment, hypothecation, charge, security interest, lien, right of pre-emption, beneficial ownership, title retention agreement, title defect, voting trust agreement, adverse claim, option or a contract to give any of the foregoing, in favour of any Person.

“Equity Shares” shall mean equity shares of the Company, having a face value of INR 10 (Indian Rupees Ten) each.

“ESOPs” shall mean employees’ stock options issued to Directors, officers or employees of the Company pursuant to the ESOP Scheme formed in accordance with the Act and the terms of the Amending Articles.

“ESOP Pool” shall have the meaning as set forth in Article193(6) of the Amending Articles.

“ESOP Scheme” shall have the meaning as set forth in Article193(6) of the Amending Articles.

“Event of Default” shall have the meaning as set forth in Article210(1)(i) of the Amending Articles.

“Execution Date” shall mean September 9, 2016 or September 13, 2016 (as applicable to Investor 1 and Investor 2, respectively).

“Fair Market Value” or “FMV” shall mean the fair market value of the Shares determined by a Big Four Accounting Firm (appointed in accordance with the provisions of the Amending Articles) as per any of the internationally accepted valuation methodologies, in accordance with Applicable Law.

“Financial Year” shall mean the period commencing from April 1 of a calendar year and ending on March 31 of the subsequent calendar year.

“Fully Diluted Basis” shall, with respect to any calculation on the number of outstanding Equity Shares, mean that the calculation is to be made assuming that (i) all Dilution Instruments have been exercised or exchanged for or converted into Equity Shares in accordance with Applicable Law and the terms of issue of such Dilution Instruments; and (ii) any Dilution Instruments issuable pursuant to contractual or other obligations have been issued and converted in accordance with (i); and (iii) all partly paid up equity shares are fully paid up.

“General Meeting” or “Shareholders’ Meeting” shall mean either an extraordinary general meeting or an annual general meeting (as the context may permit) held in accordance with the provisions of the Act and theArticles.

“Governmental Approvals” shall mean any approval, no objections, consent, ratification, waiver, notice, permission, license, permit, order, decree, authorization, registration, filing, notification, exemption or ruling to or from or with any Governmental Authority.

“Governmental Authority” shall mean any national, state, local or provincial government or political subdivision thereof, and includes any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government, or any other government authority, agency, department, board, commission or instrumentality of India




and/or any jurisdiction in which the Company conducts business, or any political subdivision thereof, and any court, tribunal or arbitrator(s) of competent jurisdiction or judicial body, stock exchange or any governmental or non-governmental self-regulatory organization, agency, authority or administrative organization, body or other organization which has the force of Law of India and/or any other country.

“Half Yearly Financial Statements” shall mean, in case of the periods commencing on (A) April 1 of a Financial Year and ending on September 30 of such Financial Year and (B) October 1 of a Financial Year and ending on March 31 of such Financial Year, the financial statements of the Company for such 6 (six) month period subjected to limited review by the statutory auditors of the Company; provided that the Half Yearly Financial Statements in respect of the periods set out in (A) and (B) above (as applicable), shall always include the profit and loss account and statements of income, as of the end of the relevant period, together with the limited review report, notes thereto and relevant disclosures prescribed under Applicable Law.

“Hero Group” shall mean and include (i) each of the Promoters (ii) any Person which is an Affiliate of one or more of the Promoters and/or the Company (iii) any Person which is an Affiliate of one or more of the other promoters of the Company and (iv) any Person which is under common Control with the Company and/or any of the Promoters and/or any of the other promoters of the Company, in each case, whether or not currently existing, whether or not currently such an Affiliate or whether or not currently under such common Control (as relevant).

“HIPL” shall mean Hero InvestCorp Private Limited, a private limited company incorporated and existing under the Laws of India, with its registered office at Hero C.R. Division, Sua Road, Hero Nagar, Ludhiana, Punjab – 141003.

“HMCL” shall mean Hero MotoCorp Limited, a public limited company incorporated and existing under the Laws of India, with its registered office at 34, Community Center, Basant Lok, Vasant Vihar, New Delhi – 110057.

“Identified Person” shall have the meaning as set forth in Article194(2)(vi)(a) of the Amending Articles.

“Investor 1” shall mean Otter Limited, a company incorporated and existing under the Laws of Mauritius, with its registered office / place of business at 504, 5th Floor, St. James Court, Port Louis - 11328, Mauritius, a wholly owned subsidiary of ChrysCapital VII LLC and shall include its successors and permitted assigns (including any Investor Nominees).

“Investor 1 Affiliates”shall mean ChrysCapital II, LLC, ChrysCapital III, LLC, ChrysCapital IV, LLC, ChrysCapital V, LLC, ChrysCapital VI, LLC, ChrysCapital VII, LLC (the “Existing Funds”), any management companies which manage the Existing Funds (the “Management Companies”), any fund(s) or entity/entities that is/are managed by a management company(ies) where a majority of the shareholders of such new management company(ies) are, as on the Execution Date or thereafter, shareholders in any of the Management Companies (the “New Fund(s)”), any management companies which manage the New Funds (the “New Management Companies”) and any subsidiaries of the Existing Funds, Management Companies, the New Funds and the New Management Companies, but shall, in each of the above cases, exclude, their respective portfolio companies.

“Investor 1 Alternate Director” shall have the meaning as set forth in Article201(2)(b) of the Amending Articles.



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“Investor 1 Call Notice” shall have the meaning as set forth in Article 189(1)(i)of the Amending Articles.

“Investor 1 Director” shall have the meaning as set forth in Article201(2)(a) of the Amending Articles.

“Investor 1 Equity Securities” means Shares acquired by Investor 1 and Investor Nominees of Investor 1 from time to time (including, for avoidance of doubt, Investor 1 Shares and Investor 1 Partly Paid Shares).

“Investor 1 Partly Paid Shares” shall mean 38,43,936 (Thirty Eight Lakhs Forty Three Thousand Nine Hundred Thirty Six) Equity Shares, each with a paid up value of INR 2.50 (Indian Rupees Two and Paise Fifty), issued to Investor 1 and which shall be fully paid-up by Investor 1 in accordance with the provisions set out in Article 189ofthe Amending Articles.

“Investor 1 Partly Paid Shares Balance Investment Amount” shall mean 75% (Seventy Five Percent) of the Investor 1 Partly Paid Shares Investment Amount, being INR 149,99,99,925.60 (Indian Rupees One Hundred and Forty Nine Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred Twenty Five and Paise Sixty) to be invested by Investor 1 in accordance with the terms of the Amending Articles.

“Investor 1 Partly Paid Shares Closing Investment Amount” shall mean 25% (Twenty Five Percent) of the Investor 1 Partly Paid Shares Investment Amount, beingINR 49,99,99,975.20 (Indian Rupees Forty Nine Crore Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred Seventy Five and Paise Twenty) invested by Investor 1at the time of allotment of the Investor 1 Partly Paid Shares.

“Investor 1 Partly Paid Shares Investment Amount” shall mean INR 199,99,99,900.80 (Indian Rupees One Hundred and Ninety Nine Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Paise Eighty) to be invested by the Investor 1 for subscribing to the Investor 1 Partly Paid Shares in accordance with the terms of the Amending Articles..

“Investor 1 ROFR” shall have the meaning as set forth in Article194(1)(iii) of the Amending Articles.

“Investor 1 ROFR Acceptance Notice” shall have the meaning as set forth in Article194(1)(iii)(a) of the Amending Articles.

“Investor 1 Shares” shall mean 71,11,282 (Seventy One Lakhs Eleven Thousand Two Hundred Eighty Two) Equity Shares issued by the Company to Investor 1.

“Investor 2” shall mean Credit Suisse (Singapore) Limited, a company incorporated and existing under the laws of Singapore, with its registered office/place of business at 1 Raffles Link, #03-01 One Raffles Link, Singapore 039393 – Singapore.

“Investor 2 Affiliates” shall mean Affiliates of Investor 2.

“Investor 2 Call Notice” shall have the meaning as set forth in Article 191(1)(i)of the Amending Articles.

“Investor 2 Equity Securities” means Shares acquired by Investor 2 and Investor Nominees of Investor 2 from time to time (including, for avoidance of doubt, Investor 2 Shares and Investor 2 Partly Paid Shares).




“Investor 2 Investment Amount” shall mean INR 132,00,00,059.40 (Indian Rupees One Hundred and Thirty Two Crores and Fifty Nine and Paise Forty).

“Investor 2 Partly Paid Shares” shall mean 8,45,666(Eight Lakhs Forty Five Thousand Six Hundred and Sixty Six) Equity Shares, each with a paid up value of INR 2.50 (Indian Rupees Two and Paise Fifty), issued to Investor 2 and which shall be fully paid-up by Investor 2 in accordance with the provisions set out in Article 191 of the Amending Articles.

“Investor 2 Partly Paid Shares Balance Investment Amount” shall mean INR 33,00,00,014.85(Indian Rupees Thirty Three Crore and Fourteen and Paise Eighty Five) to be invested by the Investor 2 in accordance with the terms of the Amending Articles.

“Investor 2 Partly Paid Shares Closing Investment Amount” shall mean INR 11,00,00,004.95(Indian Rupees Eleven Crore and Four and Paise Ninety Five) invested by Investor 2 at the time of allotment of the Investor 2 Partly Paid Shares.

“Investor 2 Partly Paid Shares Investment Amount” shall mean aggregate of Investor 2 Partly Paid Shares Closing Investment Amount and Investor 2 Partly Paid Shares BalanceInvestment Amount.

“Investor 2 Shares” shall mean 16,91,332(Sixteen Lakhs Ninety One Thousand Three Hundred and Thirty Two) Equity Shares issued by the Company to Investor 2.

“Investor Acceptance Notice” shall have the meaning as set forth in Article196(2)(v) of the Amending Articles.

“Investor Call Shares” shall have the meaning as set forth in Article210(2)(ii)(a) of the Amending Articles.

“Investor Equity Securities” shall mean: (i) with regard to Investor 1, the Investor 1 Equity Securities;and (ii) with regard to Investor 2, the Investor 2 Equity Securities.

“Investor Event of Default”” shall have the meaning as set forth in Article210(2)(i) of the Amending Articles.

“Investor Lock In Period” shall have the meaning as set forth in Article194(2)(i) of the Amending Articles.

“Investor Nominee(s)” with regard to:

(i) Investor 1, shall mean the Limited Partners or Investor 1 Affiliates;

(ii) Investor 2, shall Investor 2 Affiliates.

“Investor Rights” shall have the meaning as set forth in Article 194(2)(v)(a) of the Amending Articles.

“Investor Sale Third Party” shall mean a third party other than a Restricted Party and an Investor Nominee.

“Investor Transfer Shares” shall have the meaning as set forth in Article196(3)(ii) of the Amending Articles.

“Investors” shall mean Investor 1 and Investor 2 and “Investor” shall mean Investor 1 or Investor 2.



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“IPO” shall mean initial public offer of the Equity Shares in accordance with Applicable Law (including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009) on a Stock Exchange.

“Key Agreement” shall mean the key agreement dated September 9, 2016 executed between the Company and the Key Person.

“Key Managerial Personnel” shall have the meaning as set forth in the Act.

“Key Person” shall mean Mr. Abhimanyu Munjal.

“Liquidation Event” shall mean a winding up or dissolution of the Company or an amalgamation of the Company in accordance with Applicable Law and pursuant to which the Company shall cease to exist.

“Limited Partners “shall mean, with regard to Investor 1,such Persons, entities, institutions and bodies (excluding any Investor 1 Affiliates) as have committed to contribute capital to the Existing Funds or New Funds.

“MAPSPL” shall mean Munjal Acme Packaging Systems Private Limited, a private limited company incorporated and existing under the Laws of India, with its registered office at E-1, Qutab Hotel Complex, Shaheed Jeet Singh Marg, New Delhi – 110016.

“Merchant Banker” shall mean any one of the top 10 (Ten) Category I merchant bankers registered with SEBI as per latest reputable league tables at the relevant time.

“Non AVM Matter” shall have the meaning as set forth in Article205(2) of the Amending Articles.

“Offer Notice” shall have the meaning as set forth in Article193(3) of the Amending Articles.

“Offer Period” shall have the meaning as set forth in Article193(4) of the Amending Articles.

“Offer Shares” shall have the meaning as set forth in Article193(3) of the Amending Articles.

“Offer Terms” shall have the meaning as set forth in Article193(3) of the Amending Articles.

“OFS” shall have the meaning as set forth in Article195(1)(ii) of the Amending Articles.

“OFS Securities” shall have the meaning as set forth in Clause 195(1)(ii) of the Amending Articles.

“Option Period” shall have the meaning as set forth in Article194(1)(iii)(a) of the Amending Articles.

“Parties” shall mean Investor 1 and/or Investor 2 and/or the Company and/or the Promoters, as applicable.

“Person” shall mean any natural person, limited or unlimited liability company, corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, association, Governmental Authority or any agency or political subdivision thereof or any other entity that may be treated as a person under Applicable Law.




“Post IPO Promoter ROFO” shall have the meaning as set forth in Article195(2)(i) of the Amending Articles.

“Post IPOROFO Acceptance Notice” shall have the meaning as set forth in Article195(2)(iv) of the Amending Articles.

“Post IPO ROFO Confirmation” shall have the meaning as set forth in Article195(2)(iv) of the Amending Articles.

“Post IPOROFO Notice” shall have the meaning as set forth in Article195(2)(ii) of the Amending Articles.

“Post IPO ROFO Price” shall have the meaning as set forth in Article195(2)(iv) of the Amending Articles.

“Post IPO ROFO Rejection” shall have the meaning as set forth in Article195(2)(iv)of the Amending Articles.

“Post IPOROFO Shares” shall have the meaning as set forth in Article195(2)(ii)of the Amending Articles.

“Post IPOSale Shares” shall have the meaning as set forth in Article195(2)(ii)of the Amending Articles.

“Post Money Valuation” shall mean an equity valuation of the Company of INR 5122,12,56,606.30 (Indian Rupees Five Thousand One Hundred and Twenty Two Crores Twelve Lakhs Fifty Six Thousand Six Hundred and Six and Paise Thirty).

“Promoters” shall mean HIPL, BCIPL, MAPSPL, HMCL and BMOP.

“Promoter Balance Investment Amount” shall mean INR 225,00,00,278.62 (Indian Rupees Two Hundred Twenty Five Crore and Two Hundred Seventy Eight and Paise Sixty Two) to be invested by the Subscribing Promoters in accordance with the terms of the Amending Articles.

“Promoter Call Notice” shall have the meaning as set forth in Article 190(1)(i).

“Promoter Closing Investment Amount” shall mean INR 75,00,00,092.88 (Indian Rupees Seventy Five Crore and Ninety Two and Paise Eighty Eight) invested by the Subscribing Promoters at the time of allotment of the Promoter Warrants.

“Promoter Director(s)” shall mean such Director(s) as are nominated by the Promoters, from time to time, for appointment to the Board and/or Committees, as the case may be.

“Promoter Investment Amount” shall mean the aggregate of the Promoter Balance Investment Amount and the Promoter Closing Investment Amount.

“Promoter Permitted Financial Investment” shall have the meaning as set forth in Article 197(iii)(c).“Promoter ROFO” shall have the meaning as set forth in Article196(2)(i) of the Amending Articles.

“Promoter ROFO Acceptance Notice” shall have the meaning as set forth in Article196(2)(iii) of the Amending Articles.



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“Promoter ROFO Notice” shall have the meaning as set forth in Article196(2)(ii) of the Amending Articles.

“Promoter ROFO Period” shall have the meaning as set forth in Article196(2)(iii) of the Amending Articles.

“Promoter ROFO Shares” shall have the meaning as set forth in Article196(2)(ii) of the Amending Articles.

“Promoter ROFO Terms” shall have the meaning as set forth in Article196(2)(iii) of the Amending Articles.

“Promoter ROFR” shall have the meaning as set forth in Article194(2)(iii)(a) of the Amending Articles.

“Promoter ROFR Acceptance Notice” shall have the meaning as set forth in Article194(2)(iii)(c) of the Amending Articles.

“Promoter ROFR Notice” shall have the meaning as set forth in Article194(2)(iii)(b) of the Amending Articles.

“Promoter ROFR Period” shall have the meaning as set forth in Article194(2)(iii)(c) of the Amending Articles.

“Promoter ROFR Shares” shall have the meaning as set forth in Article194(2)(iii)(b) of the Amending Articles.

“Promoter Transfer Notice” shall have the meaning as set forth in Article194(1)(iii)(a) of the Amending Articles.

“Promoter Transfer Shares” shall have the meaning as set forth in Article194(1)(iii)(a)of the Amending Articles.

“Promoter Third Party Transferee” shall have the meaning as set forth in Article194(1)(ii)of the Amending Articles.

“Promoter Warrants” shall mean the 57,65,905 (Fifty Seven Lakhs Sixty Five Thousand Nine Hundred and Five) warrants issued to the Subscribing Promoters and in respect of which the Promoter Balance Investment Amount shall be invested by the Subscribing Promoters in accordance with the provisions set out in Article 190of the Amending Articles.

“Proposed Allottee” shall have the meaning as set forth in Article193(2) of the Amending Articles.

“Quarterly Financial Statements” shall mean, in case of the period commencing on (A) April 1 of a Financial Year and ending on June 30 of such Financial Year, (B) July 1 of a Financial Year and ending on September 30 of such Financial Year, (C) October 1 of a Financial Year and ending on December 31 of such Financial Year and (D) January 1 of a Financial Year and ending on March 31 of such Financial Year, the unaudited financial statements of the Company (duly reviewed by the management of the Company) in respect of the periods set out in (A) to (D) above (as applicable), provided that the Quarterly Financial Statements shall always include the profit and loss account and statements of income, as of the end of the relevant period.




“Related Party(ies)” shall have the meaning as set forth in the Act.

“Relatives” shall have the meaning as set forth in the Act.

“Restricted Investees” shall mean:

(i) the following entities carrying on lending / financing business in India: (I) Muthoot Finance; (II) Tata Capital; (III) Cholamandalam Finance; (IV) Shriram City Union Finance; (V) Capital First; (VI) Bajaj Finance; (VII) Indiabulls Finance; (VIII) L&T Finance; (IX) Aditya Birla Finance; and

(ii) the following two or three wheeler manufacturers in India: (I) TVS Motor; (II) Bajaj Auto; (III) Mahindra and Mahindra; (IV) Eicher Motors (manufacturer of Royal Enfield two wheelers); (V) Honda Motorcycle & Scooter; (VI) Piaggio; (VII) Suzuki Motorcycle; (VIII) Yamaha Motor.

“Restricted Party” shall mean: (i) an entity which is engaged in lending business with 50% (Fifty Percent) or more revenues of such entity being attributable to such lending business; and (ii) two-wheeler / three-wheeler automotive manufacturing entities carrying out such manufacturing either directly or through their Subsidiary(ies), holding company, associate company, Affiliate, joint venture or such other entity engaged in two-wheeler / three-wheeler automotive manufacturing within the same group.

“Rights Threshold Shares” shall mean 47,28,186 (Forty Seven Lakhs Twenty Eight Thousand One Hundred and Eighty Six) Equity Shares and/or Investor 1 Partly Paid Shares (regardless of the amount paid up on Investor 1 Partly Paid Shares) on a Fully Diluted Basis.

“Rights Transfer Notice” shall have the meaning as set forth in Article194(2)(vi)(a) of the Amending Articles.

“Rupees” or “Rs.” or “INR” shall mean Indian rupees, being the lawful currency of India.

“Scheduled Exit Date” shall have the meaning as set forth in Article195(1)(i) of the Amending Articles.

“SEBI” shall mean the Securities and Exchange Board of India.

“Sell Along Notice” shall have the meaning as set forth in Article196(3)(ii) of the Amending Articles.

“Sell Along Right” shall have the meaning as set forth in Article196(3)(i) of the Amending Articles.

“Sell Along Shares” shall have the meaning as set forth in Article196(3)(i) of the Amending Articles.

“Sell Along Terms” shall have the meaning as set forth in Article196(3)(ii) of the Amending Articles.

“Selling Promoter” shall have the meaning as set forth in Article194(1)(iii)(a) of the Amending Articles.

“Share Capital” shall mean the share capital of the Company determined on a Fully Diluted Basis.



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“Shareholder” shall mean any Person holding Shares in the Company, whether prior to or after the Execution Date.

“Shares” shall mean shares in the Share Capital, whether Equity Shares or preference shares or compulsory convertible debentures or warrants or partly paid up equity shares or any other Dilution Instruments convertible into Equity Shares.

“Stock Exchange” means the National Stock Exchange of India Limited, Bombay Stock Exchange Limited or other recognized stock exchange in India.

“Subscribing Promoters” shall mean BMOP, HMCL and MAPSPL.

“Subsidiary(ies)” shall have the meaning as set forth in the Act.

“Tag Along Acceptance Notice” shall have the meaning as set forth in Article194(1)(iii)(c)of the Amending Articles.

“Tag Along Right” shall have the meaning as set forth in Article194(1)(iii) of the Amending Articles.

“Tag Along Shares” shall have the meaning as set forth in Article194(1)(iii)(c) of the Amending Articles.

“Taxes” shall mean any tax, levy, impost, duty, cess or such other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) and includes all present and future taxes (whether direct or indirect taxes), and rates imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority in India and any interest, additional taxation penalty, surcharge, cess or fine in connection therewith. “Tax” and “Taxation” shall be construed accordingly.

“Threshold Transfer” shall have the meaning as set forth in Article194(1)(iii) of the Amending Articles.

“Transfer” (including with correlative meaning, the terms “Transferred by” and “Transferability”) shall mean to, directly or indirectly, sell, gift, give, assign, transfer, transfer of any interest in trust, mortgage, alienation, hypothecate, pledge, encumber, grant a security interest in, or suffer (whether by operation of Law or otherwise) any Encumbrance on, any Shares or any right, title or interest therein or otherwise dispose of in any manner whatsoever voluntarily or involuntarily.

“WOS” shall mean a Subsidiary of the Company of which 100% (One Hundred Percent) of the share capital, on a fully diluted basis, is beneficially owned by the Company.

188. Interpretation

(1) The shareholding of the Promoters in the Company, shall, for the purposes of the Amending Articles, at all times, include any Dilution Instruments issued to or acquired by the Promoters as a result of any succession, inheritance, devolution or settlement (inter alia in respect of the Dilution Instruments held by a natural person), for the calculation of any thresholds specified hereunder (including where such thresholds take into account the shareholding of the Promoters on Closing Date) or otherwise.

(2) In the event of any consolidation, split, subdivision or reclassification of the Equity Shares, Investor 1 Partly Paid Shares / Investor 2 Partly Paid Shares or Shares or any reduction of




capital or amalgamation or reorganization of the Company, the definition of “Equity Shares” and/or “Investor 1 Partly Paid Shares” / “Investor 2 Partly Paid Shares” and/or “Investor 1Shares” / “Investor 2 Shares” and/or “Dilution Instruments” and/or “Investor Equity Securities” and/or “Shares” and all thresholds relating to calculation of Investor 1 Shares /Investor 2 Shares and/or Investor Equity Securities and/or Equity Shares and/or Investor 1Partly Paid Shares / Investor 2 Partly Paid Shares and/or Dilution Instruments and/or Shares, as the case may be, shall be construed in a manner in which to reflect the reorganized Shares, Equity Shares, Investor 1 Partly Paid Shares / Investor 2 Partly Paid Shares, Investor 1 Shares/ Investor 2 Shares, Investor Equity Securities or Dilution Instruments, pursuant to any such event.

(3) Headings, bold typeface and index are only for convenience and shall be ignored for the purpose of interpretation of the Amending Articles.

(4) Unless the context otherwise requires:

(i) words using the singular or plural number also include the plural or singular number, respectively; and

(ii) words of any gender are deemed to include the other gender.

(5) The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to the Amending Articles or specified Articles of the Amending Articles, as the case may be.

(6) Reference to any Law/Applicable Law or to any provision thereof shall include references to any such Law/Applicable Law or provision as it may, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under that provision.

(7) Reference to the word “include” (and its grammatical variations) shall be construed without limitation.

(8) When any number of days is prescribed in any document, the same shall be reckoned exclusive of the first and inclusive of the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day, which is a Business Day.

(9) The words “directly or indirectly” and “directly and/or indirectly” mean directly or indirectly through one or more intermediary Persons or through contractual or other legal arrangements, and “direct or indirect” and “direct and/or indirect” shall have the correlative meanings, respectively.

189. Terms of the Investor 1 Partly Paid Shares

(1) The Investor 1 Partly Paid Shares Balance Investment Amount shall be invested in the following manner:

(i) At any time during 12 (Twelve) months from the Closing Date, the Company shall, at its discretion, be entitled to issue notice(s) to make such calls, as it deems fit, on Investor 1 for investment, in one or more tranches, of the Investor 1 Partly Paid Shares Balance Investment Amount (each a “Investor 1 Call Notice”) provided such calls are made in the same proportion and at the same time as any call made on the Subscribing Promoters for investment of the Promoter Balance Investment Amount. Any such call made upon Investor 1 must be in the same proportion as any such call (in aggregate) made upon the Subscribing Promoters. Upon any Investor 1 Call



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Notice being issued by the Company, such portion of Investor 1 Partly Paid Shares Balance Investment Amount, in respect of which the Investor 1 Call Notice has been issued, shall be invested by Investor 1 within 21 (Twenty One) days from the date of issuance of the relevant Investor 1 Call Notice by the Company.

(ii) Investor 1 may also remit / invest any portion of the Investor 1 Partly Paid Shares Balance Investment Amount, at any time it deems fit (without an Investor 1 Call Notice having been issued by the Company) but within 12 (Twelve) months from the Closing Date.

(iii) Upon the Investor 1 Partly Paid Shares Investment Amount being received in full within such 12 (Twelve) month period, the Company shall regard the Investor 1 Partly Paid Shares as fully paid up Equity Shares and no further calls shall be made by the Company in respect of the Investor 1 Partly Paid Shares.

(iv) Notwithstanding anything contained in Article 189(1)(i), upon any remittance / investment of all or a portion of the Promoter Balance Investment Amount being made by the Subscribing Promoters in accordance with Article 190(1)(ii) (without a Promoter Call Notice having been issued by the Company), Investor 1 shall have no obligation to remit / invest any portion of the Investor 1 Partly Paid Shares Balance Investment Amount on a pari passu basis or at the same time as any such investment by the Subscribing Promoters (in accordance with Article 190(1)(ii)).

(2) Upon any default or failure on the part of Investor 1: (i) to invest any portion of the Investor 1Partly Paid Shares Balance Investment Amount within the time period specified in Article 189(1)(i) above(upon issuance of an Investor 1 Call Notice); or (ii) to invest the entire Investor 1 Partly Paid Shares Balance Investment Amount, prior to expiry of 12 (Twelve) months from the Closing Date (regardless of whether any Investor 1 Call Notice has been issued by the Company for investment of such amounts), for any reason whatsoever:

(i) the Investor 1 Partly Paid Shares shall stand forfeited and cancelled;

(ii) such portion of the Investor 1 Partly Paid Shares Investment Amount (including the Investor 1 Partly Paid Shares Closing Investment Amount and any portion of the Investor 1 Partly Paid Shares Balance Investment Amount), which has been invested prior to such default, shall stand forfeited; and

(iii) Investor 1 shall have no further rights in respect of the Investor 1 Partly Paid Shares.

(3) Subject to Applicable Law, the Investor 1 Partly Paid Shares carry such rights as are attached to them or the Investor 1 Equity Securities, as agreed between the Company, the Promoters and Investor 1. Subject to Applicable Law, the Investor 1 Partly Paid Shares shall carry all rights applicable to Equity Shares, including, without limitation, right to receive dividends and voting rights as if the Investor 1 Partly Paid Shares were fully paid up Equity Shares.

190. Terms of the Promoters Warrants

(1) The Promoter Balance Investment Amount shall be invested in the following manner:

(i) At any time during 18 (Eighteen) months from the Closing Date, the Company shall, at its discretion, be entitled to issue notice(s) to make such calls, as it deems fit, on the Subscribing Promoters for investment, in one or more tranches, of the Promoter Balance Investment Amount (each a “Promoter Call Notice”). Provided that, such calls, if made by the Company during 12 (Twelve) months from the Closing Date, shall be made in the same proportion and at the same time as any call made on




Investor 1for investment of the Investor 1 Partly Paid Shares Balance Investment Amountor on Investor 2 for investment of the Investor 2 Partly Paid Shares Balance Investment Amount. Any such call made upon the Subscribing Promoters must (in aggregate) be in the same proportion as any such call made upon Investor 1orInvestor 2. Upon any Promoter Call Notice being issued by the Company, such portion of the Promoter Balance Investment Amount, in respect of which the Promoter Call Notice has been issued, shall be invested by the Subscribing Promoters within 21 (Twenty One) days from the date of issuance of the relevant Promoter CallNotice by the Company.

(ii) The Subscribing Promoters may also remit / invest any portion of the Promoter Balance Investment Amount, at any time it deems fit (without a Promoter Call Notice having been issued by the Company) but within 18 (Eighteen) months from the Closing Date.

(iii) Upon the Promoter Investment Amount being received in full within such 18 (Eighteen) month period, the Company shall allot the requisite Equity Shares to the Subscribing Promoters by conversion of the warrants and no further calls shall be made by the Company in respect of the Promoter Warrants. The Promoter Warrants shall be convertible at the rate of 1 (one) fully paid up Equity Share per 1 (one) Promoter Warrant.

(iv) Notwithstanding anything contained in Article 190(1)(i), upon any remittance / investment of all or a portion of Investor 1 Partly Paid Shares Balance Investment Amount being made by Investor 1 in accordance with Article 189(1)(ii) (without an Investor 1 Call Notice having been issued by the Company) or any remittance / investment of all or a portion of Investor 2 Partly Paid Shares Balance Investment Amount being made by Investor 2 in accordance with Article 191(1)(ii) or Article 191(1)(iii) (without an Investor 2 Call Notice having been issued by the Company),the Subscribing Promoters shall have no obligation to invest any portion of the Promoter Balance Investment Amount on a pari passu basis or at the same time as any such investment by Investor 1 (in accordance with Article 189(1)(ii)) or Investor 2 (in accordance with Article 191(1)(ii) or Article 191(1)(iii)).

(2) Upon any default or failure on the part of the Subscribing Promoters: (i) to invest any portion of the Promoter Balance Investment Amount within the time period specified in Article 190(1)(i)(upon issuance of a Promoter Call Notice); or (ii) to invest the entire Promoter Balance Investment Amount, prior to expiry of 18 (Eighteen) months from the Closing Date (regardless of whether any Promoter Call Notice has been issued by the Company for investment of such amounts), for any reason whatsoever:

(i) the Promoter Warrants shall stand forfeited and cancelled and no Equity Shares shall be issued to the Subscribing Promoters pursuant to the Promoter Warrants upon such forfeiture and cancellation;

(ii) such portion of the Promoter Investment Amount which has been invested prior to such default, shall stand forfeited; and

(iii) the Subscribing Promoters shall have no further rights in respect of the Promoter Warrants.

(3) Subject to Applicable Law, the Promoter Warrants carry such rights as are attached to them or to Shares held by the Promoters, as agreed between the Promoters, the concerned Investor and the Company. Subject to Applicable Law, the Promoter Warrants shall carry all rights



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applicable to Equity Shares, including, without limitation, right to receive dividends and voting rights as if the Promoter Warrants have been converted into Equity Shares.

191. Terms of the Investor 2 Partly Paid Shares

(1) The Investor 2 Partly Paid Shares Balance Investment Amount shall be invested in the following manner:

(i) At any time during 12 (Twelve) months from the Closing Date, the Company shall, at its discretion, be entitled to issue notice(s) to make such calls, as it deems fit, on Investor 2 for investment, in one or more tranches, of the Investor 2 Partly Paid Shares Balance Investment Amount (each a “Investor 2 Call Notice”) provided such calls are made in the same proportion and at the same time as any call made on the Subscribing Promoters for investment of the Promoter Balance Investment Amount. Any such call made upon Investor 2 must be in the same proportion as any such call (in aggregate) made upon the Subscribing Promoters. Upon any Investor 2 Call Notice being issued by the Company, such portion of Investor 2 Partly Paid Shares Balance Investment Amount, in respect of which the Investor 2 Call Notice has been issued, shall be invested by Investor 2 within 21 (Twenty One) days from the date of issuance of the relevant Investor 2 Call Notice by the Company.

(ii) The Company shall issue an Investor 2 Call Notice within 12 (Twelve) months from the Closing Date, if requested by Investor 2, to enable Investor 2 to comply with its obligations under this Article. Notwithstanding anything contained in Article 191(1)(i) and 191(1)(ii), upon any remittance / investment of all of the Investor 2 Balance Investment Amount being made by Investor 2 without the Investor 2 Call Notice being issued pursuant to Article 191(1)(i), the Promoters shall have no obligation to remit/invest any portion of the Promoter Balance Investment Amount on a pari passu basis or at the same time as any such investment by Investor 2.

(iii) Investor 2 may also remit / invest any portion of the Investor 2 Partly Paid Shares Balance Investment Amount, at any time it deems fit (without an Investor 2Call Notice having been issued by the Company) but within 12 (Twelve) months from the Closing Date.

(iv) Upon the Investor 2 Partly Paid Shares Investment Amount being received in full within such 12 (Twelve) month period, the Company shall regard the Investor 2Partly Paid Shares as fully paid up Equity Shares and no further calls shall be made by the Company in respect of the Investor 2 Partly Paid Shares.

(v) Notwithstanding anything contained in Article 191(1)(i), upon any remittance / investment of all or a portion of the Promoter Balance Investment Amount being made by the Subscribing Promoters in accordance with Article 190(1)(ii) (without a Promoter Call Notice having been issued by the Company), Investor 2 shall have no obligation to remit / invest any portion of the Investor 2 Partly Paid Shares Balance Investment Amount on a pari passu basis or at the same time as any such investment by the Subscribing Promoters (in accordance with Article 190(1)(ii)).

(2) Upon any default or failure on the part of Investor 2: (i) to invest any portion of the Investor 2Partly Paid Shares Balance Investment Amount within the time period specified in Article 191(1)(i) above(upon issuance of an Investor 2Call Notice); or (ii) to invest the entire Investor 2Partly Paid Shares Balance Investment Amount, prior to expiry of 12 (Twelve) months from the Closing Date (regardless of whether any Investor 2Call Notice has been issued by the Company for investment of such amounts), for any reason whatsoever:




(i) the Investor 2 Partly Paid Shares shall stand forfeited and cancelled;

(ii) such portion of the Investor 2 Partly Paid Shares Investment Amount (including the Investor 2 Partly Paid Shares Closing Investment Amount and any portion of the Investor 2 Partly Paid Shares Balance Investment Amount), which has been invested prior to such default, shall stand forfeited; and

(iii) Investor 2 shall have no further rights in respect of the Investor 2 Partly Paid Shares.

(3) Subject to Applicable Law, the Investor 2 Partly Paid Shares carry such rights as are attached to them or the Investor 2 Equity Securities, as agreed between the Company, the Promoters and Investor 2. Subject to Applicable Law, the Investor 2 Partly Paid Shares shall carry all rights applicable to Equity Shares, including, without limitation, right to receive dividends and voting rights as if the Investor 2 Partly Paid Shares were fully paid up Equity Shares.

192. Each certificate representing the Shares or warrants now or hereafter owned by the Shareholders or issued to any Person in physical form, including in connection with a Transfer in compliance with the Amending Articles, shall be endorsed with the following legend(s):

“THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT, IN ALL RESPECTS, TO THE PROVISIONS OF AN INVESTMENT AGREEMENT DATED SEPTEMBER 9, 2016, INCLUDING THE TRANSFER RESTRICTIONS CONTAINED THEREIN, COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY.

THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT, IN ALL RESPECTS, TO THE PROVISIONS OF AN INVESTMENT AGREEMENT DATED SEPTEMBER 13, 2016 INCLUDING THE TRANSFER RESTRICTIONS CONTAINED THEREIN, COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY.”

193. Further Issue of Shares

(1) Except as specified in Articles205(3)(i), 205(3)(ii), 205(3)(iii) and 205(3)(viii)(a), the Company shall have the right to issue any Dilution Instruments, without the prior written consent or the affirmative vote of Investor 1, provided such Dilution Instruments are issued by the Company at a price which is equal to or higher than the Fair Market Value (determined by a Big Four Accounting Firm appointed by the Board) or in case the Dilution Instruments are being issued pursuant to exercise of ESOPs in accordance with the ESOP Scheme. Suchissuance of Dilution Instruments shall be subject to the consultative rights of the concerned Investor(s) in accordance with Article 206.

(2) So long as the Dilution Instruments are proposed to be issued at a pre-money valuation of the Company which is not lower than the Post Money Valuation, notwithstanding anything contained in Articles 193(3) to 193(5) and 193(7) below, the Company shall be free to allot such Dilution Instruments to any Person (“Proposed Allottee”) and the Investors shall not have any pre-emptive right to subscribe to all or part of such Dilution Instruments. In such event, the Company may offer the Dilution Instruments to the Proposed Allottee without first offering such Dilution Instruments for subscription (in whole or in part) to the Investors. Ifthe Dilution Instruments (other than in case of: (i) exercise of ESOPs in accordance with the ESOP Scheme; (ii) an IPO; (iii) conversion of Promoter Warrants into Equity Shares; (iv) conversion of Dilution Instruments issued with the consent of Investor 1 on the terms approved by Investor 1 at the time such consent was provided) (“Additional Securities”) are proposed to be issued at a pre-money valuation of the Company which is lower than the Post Money Valuation, the Company shall be required to comply with the procedure specified in



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Articles 193(3) to 193(5) and 193(7) below, prior to issuance of such Additional Securities to the Proposed Allottee.

(3) If the Company proposes to issue any Additional Securities at a pre-money valuation of the Company which is lower than the Post Money Valuation, then the Company shall first offer to issue, to each Investor, such portion of the Additional Securities as are in proportion to concerned Investor’s and its respective Investor Nominee’s shareholding in the Company on a Fully Diluted Basis at the relevant time (“Offer Shares”), on the same terms and conditions on which the Additional Securities are proposed to be issued to the Proposed Allottee and which terms and conditions shall be set out in a written notice with respect to such issue (the terms of such offer to each Investor, the “Offer Terms”, and the notice, the “Offer Notice”). The Offer Notice shall include the following Offer Terms with respect to the Offer Shares: (i) the number of Additional Securities proposed to be issued by the Company; (ii) the price and terms, if any, upon which the Company proposes to offer the Offer Shares, which terms (including the price) shall not be less favourable (to the Investors) than those on which the Additional Securities are proposed to be issued by the Company to the Proposed Allottee; and (iii) the number of Offer Shares.

(4) An Investor shall have the right to accept the Offer Terms within 15 (Fifteen) Business Days from the date of the Offer Notice (“Offer Period”). If an Investor agrees to subscribe to the Offer Shares within the Offer Period, then such Investor shall deliver a written notice to the Company stating its acceptance to subscribe to all (but not less than all) of the Offer Shares offered to such Investor either by itself or through its Investor Nominee (“Acceptance Notice”). An Investor shall not be permitted to subscribe to any portion of the Offer Shares, which is less than all the Offer Shares offered to such Investor and accordingly, an Investor must subscribe to either all or none of the Offer Shares offered to such Investor. The subscription of the Offer Shares by an Investor or its Investor Nominee (as the case may be), including receipt of the subscription consideration by the Company in respect of the Offer Shares and issue and allotment of the Offer Shares, shall be completed within a period of 45 (Forty Five) Business Days from the date of receipt of the Acceptance Notice from the relevant Investor by the Company provided that an Investor shall have a period of at least 21 (Twenty One) days from the receipt of the Acceptance Notice from the relevant Investor by the Company to fund the subscription consideration for the Offer Shares.

(5) If an Investor does not issue an Acceptance Notice within the Offer Period or an Investor or its Investor Nominee (as the case may be) fails, either for reasons solely attributable to such Investor or its Investor Nominee or on account of non-receipt of Governmental Approvals prior to the expiry of the extended period determined in accordance with Article 193(7) below), to subscribe to all the Offer Shares (in accordance with Article 193(4) above), then the Company shall offer the Offer Shares to the Proposed Allottee on the Offer Terms andsuch Investor’s and its Investor Nominee’s shareholding in the Company shall accordingly stand diluted. In the event the Proposed Allottee opts to subscribe to any Additional Securities (including the Offer Shares on the Offer Terms), the issue and allotment of such Additional Securities to the Proposed Allottee shall be completed by the Company within a period of 90 (Ninety) Business Days from the date of the Offer Notice, failing which the provisions of Articles 193(3) to 193(5) and 193(7) shall apply afresh to any issuance of Additional Securities by the Company at a pre-money valuation of the Company which is lower than the Post Money Valuation and the Company shall not be entitled to issue any Dilution Instruments under Articles 193(3)(at a pre-money valuation of the Company which is lower than the Post Money Valuation) for a period of 3 (Three) calendar months from the expiry of the aforementioned 90 (Ninety) Business Days’ period save and except (i) where such Dilution Instruments are proposed to be issued by the Company for maintaining the Company’s capital adequacy ratio of 15% (Fifteen Percent) (or such other capital adequacy ratio as may be required by Applicable Law) in accordance with the terms of the Amending Articles or (ii) to the other Investor who has given an Acceptance Notice.




(6) Notwithstanding anything contained in this Article 193, the Board / its Committee (as may have been authorized in this regard) shall adopt an employee stock option plan for the Company (“ESOP Scheme”) on such terms and conditions which are consistent with the provisions of the Act, for up to 3% (Three Percent) of the Share Capital as on the Closing Date (being 29,53,369 (Twenty Nine Lakhs Fifty Three Thousand Three Hundred and Sixty Nine) Equity Shares) (“ESOP Pool”), for issuance and exercise of ESOPs to be granted to the employees, officers or Directors of the Company (other than to the Promoters and their Related Parties or to the Key Person and his Affiliates), in accordance with such ESOP Scheme. The ESOP Pool will be proportionately dilutive to all the Shareholders.

(7) In the event any Governmental Approvals are required for the issue of the respective Offer Shares to an Investor or its Investor Nominee or for the issue of Additional Securities to the Proposed Allottee, the Person required to seek such Governmental Approval shall make its best efforts to obtain such Governmental Approvals within the timelines set out in Articles 193(3) to 193(5) above for issue and allotment of the Offer Shares or the Additional Securities (as the case may be). In the event any Governmental Approval is not obtained within the timelines set out in Articles 193(3) to 193(5) above, the timeline for obtaining such Governmental Approval and completing the issue and allotment of the Additional Securities or respective Offer Shares (as the case may be) shall stand extended: (A) by a period of 45 (Forty Five) days or such other extended period as may be requested by the Person required to seek such Governmental Approval and consented to by: (I) the Company (where the concerned Investor is required to obtain such Governmental Approval) or (II) the concerned Investor(s)(where the Company or the Proposed Allottee is required to obtain such Governmental Approval) or (III) the Company and the concerned Investor(s) (where the Company or the Proposed Allottee as well as such concerned Investor(s)are required to obtain such Governmental Approval) or (B) until receipt of the Governmental Approval, whichever is earlier.

194. Transfer of Shares

(1) Transfer of Shares by the Promoters

(i) A Promoter may Transfer, in one or more tranches, without any restrictions whatsoever, all or part of the Shares held by it, to another Promoter. A Promoter may also Transfer, in one or more tranches, without any restrictions whatsoever, all or part of the Shares held by it, to an Affiliate, in accordance with Applicable Law, provided such Affiliate executes a Deed of Adherence prior to such Transfer of Shares by the Promoter and such Deed of Adherence is delivered to the Investors and the Company prior to such Transfer.In case any such Affiliate (to whom Shares have been Transferred by the Promoter in accordance with this Article 194(1)(i)) ceases to be an Affiliate of the Promoter at any time subsequent to the Transfer, it shall promptly, but no later than 10 (Ten) Business Days of ceasing to be an Affiliate of such Promoter, transfer the Shares (so acquired by it), either to such Promoter or, if such Promoter permits, to any other Promoter.

(ii) Notwithstanding the provisions in Article 194(1)(i) above, the Promoters shall also have the right to Transfer (in one or more tranches) the Shares held by it to a third party (“Promoter Third Party Transferee”) at any time, on or after the Closing Date, without any restrictions whatsoever, so long as the Promoters, after such Transfer of Shares to the Promoter Third Party Transferee, collectively hold more than 50% (Fifty Percent) of the Share Capital. The Promoter Third Party Transferee shall execute a Deed of Adherence prior to Transfer of Shares by the Promoter and such Deed of Adherence shall be delivered to the Investors and the Company prior to



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such Transfer.

(iii) Investor 1 ROFR and Tag Along Right

If the consummation of the Transfer of Shares by the Promoters to the Promoter Third Party Transferee would result in the Promoters ceasing to collectively hold more than 50% (Fifty percent) of the Share Capital (“Threshold Transfer”), then, subject to Investor 1 and its Investor Nominees collectively holding the Rights Threshold Shares and subject to the provisions of Article 194(1)(iii)(f) below, such Threshold Transfer shall be subject to a right of first refusal (“Investor 1 ROFR”) OR a tag along right (“Tag Along Right”) in favour of Investor 1, which would be exercisable by Investor 1 in the manner set forth in this Article 194(1)(iii):

(a) Upon a Promoter (who proposes to undertake such Threshold Transfer) (“Selling Promoter”) receiving an offer from a Promoter Third Party Transferee in respect of such Threshold Transfer, the Selling Promoter shall immediately inform Investor 1 and the Company about the said offer by delivering a notice to them describing the terms of such proposed Threshold Transfer (“Promoter Transfer Notice”). The Promoter Transfer Notice shall include the name and other material particulars of the Promoter Third Party Transferee, the number of Shares proposed to be Transferred (“Promoter Transfer Shares”), the price per Promoter Transfer Share offered by the Promoter Third Party Transferee and other terms and conditions of the Threshold Transfer. The offer received from the Promoter Third Party Transferee, if any, shall also be annexed to the Promoter Transfer Notice. The Selling Promoter shall ensure that such offer and related documents explicitly state that such proposed transfer of the Promoter Transfer Shares is subject to the Investor 1 ROFR / Tag Along Right. In the absence of the aforementioned components of the Promoter Transfer Notice in the Promoter Transfer Notice provided to Investor 1 by the Selling Promoter, such Promoter Transfer Notice shall not be deemed to be a valid notice for the purpose of this Article 194(1)(iii)(a). Upon receipt of the Promoter Transfer Notice, Investor 1 shall, either by itself or through an Investor Nominee, have the right to acquire all (but not less than all) the Promoter Transfer Shares (on the same terms, including price, as those specified in the Promoter Transfer Notice), by issuing a notice (“Investor 1ROFR Acceptance Notice”) to the Selling Promoter (with a copy to the Company), within 15 (Fifteen) Business Days (“Option Period”) of receipt of the Promoter Transfer Notice.

(b) If Investor 1 issues the Investor 1 ROFR Acceptance Notice prior to expiry of the Option Period, then the Selling Promoter shall Transfer, free from Encumbrances (other than Encumbrances under the Amending Articles), all the Promoter Transfer Shares to Investor 1 or its Investor Nominee (as the case may be), on the terms and conditions (including price) mentioned in the Promoter Transfer Notice. The Selling Promoter shall make representations and warranties to Investor 1 and/or its Investor Nominee (as the case may be) and provide indemnities to Investor 1 and/or its Investor Nominee (as the case may be) with respect to: (i) the Selling Promoter’s ownership, title, right and interest in the Promoter Transfer Shares; and (ii) no Encumbrances having been created by the Selling Promoter in favour of any third party over the Promoter Transfer Shares (other than the Encumbrances under the Amending Articles). The Transfer of the Promoter Transfer Shares and payment of sale consideration (in respect of the Promoter Transfer Shares) shall be completed within 45 (Forty Five) Business Days from the expiry of the Option Period. If Investor 1 or its Investor Nominee (as the case may be):




(I) does not issue the Investor 1 ROFR Acceptance Notice prior to expiry of the Option Period; or (II) declines to exercise the Investor 1 ROFR; or (III) having issued the Investor 1 ROFR Acceptance Notice, fails to conclude the purchase of the Promoter Transfer Shares from the Selling Promoter (including payment of purchase consideration in respect of the Promoter Transfer Shares to the Selling Promoter) within the time period specified above, either for reasons attributable solely to Investor 1 or its Investor Nominee (as the case may be) or on account of non-receipt of Governmental Approvals prior to the expiry of the extended period (determined in accordance with Article 194(1)(iii)(g) below), the Selling Promoter will be free to Transfer the Promoter Transfer Shares to the Promoter Third Party Transferee provided: (x) such Transfer is made on terms and conditions which are no more favourable to the Promoter Third Party Transferee than the terms specified in the Promoter Transfer Notice; and (y) the Promoter Third Party Transferee executes a Deed of Adherence prior to such Transfer of the Promoter Transfer Shares. In such case, if the (A) Transfer of Promoter Transfer Shares to the Promoter Third Party Transferee is not consummated within 90 (Ninety) Business Days from the expiry of the Option Period or (B) where a Tag Along Acceptance Notice has been issued by Investor 1 (instead of an Investor 1 ROFR Acceptance Notice) in accordance with Article 194(1)(iii)(c) below and the Transfer of Tag Along Shares simultaneously with the Promoter Transfer Shares to the Promoter Third Party Transferee is not consummated within 90 (Ninety) Business Days from the expiry of the Option Period (provided such failure to consummate is not on account of reasons attributable solely to Investor 1 or its Investor Nominee or to non-receipt of Governmental Approvals by Investor 1or its Investor Nominee prior to the expiry of the extended period (determined in accordance with Article 194(1)(iii)(g) below)), then the obligation of the Selling Promoter to give an Investor 1 ROFR OR a Tag Along Right shall be deemed to have been revived and the procedures set forth in Article 194(1)(iii)(a) to Article 194(1)(iii)(e) (as applicable) shall have to be complied afresh by the Selling Promoter with respect to any such Threshold Transfer save and except where Investor 1 or its Investor Nominee (having issued Investor 1 ROFR Acceptance Notice) or Investor 1 (having issued the Tag Along Acceptance Notice in accordance with Article 194(1)(iii)(c) below), either fails to conclude: (I) the purchase of the Promoter Transfer Shares from the Selling Promoter (including payment of purchase consideration in respect of the Promoter Transfer Shares to the Selling Promoters) within 45 (Forty Five) Business Days from the expiry of the Option Period; or (II) Transfer of the Tag Along Shares simultaneously with the Transfer of the Promoter Transfer Shares by the Selling Promoter to the Promoter Third Party Transferee (as the case may be) for reasons solely attributable to Investor 1 or its Investor Nominee, in which case, the Investor 1 ROFR and Tag Along Right (under Article 194(1)(iii)(c) below) shall cease to apply in respect of any subsequent Transfer of such Promoter Transfer Shares by the Selling Promoters.

(c) Upon receipt of the Promoter Transfer Notice in accordance with Article 194(1)(iii)(a) above, Investor 1 may, instead of exercising the Investor 1ROFR (by issuance of Investor 1 ROFR Acceptance Notice in accordance with Article 194(1)(iii)(a) above), exercise its Tag Along Right, by issuing a notice to such effect to the Selling Promoter and the Company prior to expiry of the Option Period (“Tag Along Acceptance Notice”) and thereby require the Selling Promoters to cause the Promoter Third Party Transferee to purchase (along with the Promoter Transfer Shares) the Tag Along Shares at the same price and terms on which the Promoter Transfer Shares are



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proposed to be Transferred by the Selling Promoter to the Promoter Third Party Transferee. For the purpose of the Amending Articles:

(I) where the consummation of Transfer of the Promoter Transfer Shares by the Selling Promoter to a Promoter Third Party Transferee would cause the aggregate shareholding of the Promoters to fall below 40% (Forty Percent) of the issued and paid up Share Capital, “Tag Along Shares” shall mean up to all the Investor 1 Equity Securities;

(II) where the consummation of Transfer of the Promoter Transfer Shares by the Selling Promoter to a Promoter Third Party Transferee being a Restricted Party would cause: (A) the aggregate shareholding of the Promoters to fall below 50% (Fifty Percent) of the issued and paid up Share Capital; AND (B) the Promoters to lose Control of the Company, “Tag Along Shares” shall mean up to all the Investor 1Equity Securities;

(III) where the consummation of Transfer of the Promoter Transfer Shares by the Selling Promoter to a Promoter Third Party Transferee would cause the aggregate shareholding of the Promoters to fall below 50% (Fifty Percent) but remain 40% (Forty Percent) or above of the issued and paid up Share Capital, “Tag Along Shares” shall mean up to such number of Investor 1 Equity Securities as is equal to the Promoter Transfer Shares multiplied by the total number of Investor 1Equity Securities divided by the Shares collectively held by the Promoters on the date of the proposed Transfer (immediately prior to such Transfer) of the Promoter Transfer Shares to the Promoter Third Party Transferee (each on a Fully Diluted Basis).

(d) If Investor 1 issues the Tag Along Acceptance Notice prior to expiry of the Option Period in accordance with Article 194(1)(iii)(c) above, then Investor 1shall be obligated to Transfer the Tag Along Shares to the Promoter Third Party Transferee free from Encumbrances (other than Encumbrances under the Amending Articles), and the Promoter Third Party Transferee shall purchase the Tag Along Shares from Investor 1 on the same terms and conditions (including price) on which it is purchasing the Promoter Transfer Shares. At the time of consummation of such Transfer, Investor 1 shall deliver, to the Promoter Third Party Transferee, duly executed instruments of Transfer along with original share certificates in respect of the Tag Along Shares (if held in physical form). The purchase of the Tag Along Shares shall be completed simultaneous with the purchase of the Promoter Transfer Shares by the Promoter Third Party Transferee. The Promoters and/or the Company shall not be required to make any representations and warranties or provide indemnities to facilitate the Transfer of Tag Along Shares by Investor 1 to the Promoter Third Party Transferee. Investor 1 shall make representations and warranties to the Promoter Third Party Transferee and provide indemnities to the Promoter Third Party Transferee, if required by the Promoter Third Party Transferee, with respect to: (i) Investor 1’s ownership, title, right and interest in the Tag Along Shares; and (ii) no Encumbrances having been created by Investor 1 in favour of any third party over the Tag Along Shares (other than the Encumbrances under the Amending Articles). The stamp duty (if any) payable on the Transfer of Shares by the Selling Promoter and Investor 1 (as contemplated in Article 194(1)(iii)(c)and this Article 194(1)(iii)(d), shall be borne by the Promoter Third Party Transferee.




(e) If Investor 1: (i) after having issued the Tag Along Acceptance Notice, declines or fails to complete the Transfer of the Tag Along Shares to the Promoter Third Party Transferee simultaneously with the Transfer of the Promoter Transfer Shares by the Selling Promoter to the Promoter Third Party Transferee; or (ii) does not issue the Tag Along Acceptance Notice prior to expiry of the Option Period, then the Selling Promoter shall be entitled to consummate Transfer of the Promoter Transfer Shares to the Promoter Third Party Transferee on the same terms and conditions (including price) as is detailed in the Promoter Transfer Notice within 90 (Ninety) Business Days from the expiry of the Option Period and subject to the conditions set out in Article 194(1)(iii)(b) relating to the completion of the Threshold Transfer to a Promoter Third Party Transferee.

(f) Notwithstanding anything to the contrary contained herein, the Investor 1ROFR and the Tag Along Right (as detailed in this Article 194(1)(iii)) shall not be available to Investor 1 in the following cases: (a) Transfer of Shares by a Promoter to another Promoter; (b) Transfer of Shares by a Promoter to its Affiliate; (c) upon Investor 1 and its Investor Nominees ceasing to collectively hold the Rights Threshold Shares; (d) upon completion of an IPO; (e) if an Investor Event of Default has occurred.

(g) In the event any Governmental Approvals are required for the Transfer of the Promoter Transfer Shares or the Tag Along Shares, the Person required to seek such Governmental Approval shall make its best efforts to obtain such Governmental Approvals within the timelines set out in this Article 194(1)(iii)for consummation of the Transfer of the Promoter Transfer Shares and/or the Tag Along Shares (as applicable). In the event any Governmental Approval is not obtained within the timelines set out above, the timeline for obtaining such Governmental Approval and completing the Transfers contemplated in this Article 194(1)(iii) shall stand extended (A) by a period of 45 (Forty Five) days or such other extended period as may be requested by the Person required to seek such Governmental Approval and consented to by: (I) the Selling Promoters (where Investor 1 or Investor Nominee is required to obtain such Governmental Approval); or (II) Investor 1 (where the Company or a Selling Promoter or the Promoter Third Party Transferee is required to obtain such Governmental Approval) or (B) until receipt of the Governmental Approval, whichever is earlier.

(h) The restrictions in Article 194(3) below, shall apply to any Transfer / proposed Transfer of Promoter Transfer Shares by the Promoters under this Article and the Promoters shall not be permitted to circumvent, avoid or, in any other manner, disregard the restrictions under this Article by one or more of the methods / mechanisms specified in Article 194(3).

(2) Transfer of Shares by Investors

(i) Investor Lock In Period

Notwithstanding anything to the contrary contained in the Amending Articles, until the expiry of 3 (Three) years from the Closing Date (“Investor Lock in Period”), an Investor cannot, directly or indirectly, Transfer any Investor Equity Securities held by it or any interest in such Investor Equity Securities (including any form of option, warrants, derivatives, or arrangement relating to such Shares) to any Person, except:

(a) for a Transfer to Investor Nominees in accordance with Article 194(2)(ii)



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below; or

(b) in case of Investor 1, pursuant to exercise of the Tag Along Right (in accordance with Article 194(1)(iii) above); or

(c) upon completion of an IPO or in an OFS during an IPO (as contemplated in the Amending Articles); or

(d) upon occurrence of an Event of Default; or

(e) with the consent of the Promoters.

(ii) Transfer to Investor Nominees

Subject to Article194(2)(iv) below, an Investor shall be permitted to Transfer any Investor Equity Securities to its Investor Nominee, provided such Investor Nominee executes a Deed of Adherence prior to Transfer of any Equity Securities by such Investor and such Deed of Adherence is delivered to the Promoters and the Company prior to such Transfer. In the event an Investor Nominee, which has acquired Investor Equity Securities from an Investor pursuant to this Article 194(2)(ii), ceases to be an Investor Nominee of such Investor at any time after such Transfer, it shall promptly, but no later than 10 (Ten) Business Days of ceasing to be an Investor Nominee,Transfer the Investor Equity Securities (so acquired by it) to the concerned Investor.

(iii) Promoter ROFR

(a) Subject to Article 194(2)(iii)(f), after the expiry of Investor Lock in Period and prior to the Scheduled Exit Date, an Investor shall have the right to Transfer all or part of its Investor Equity Securities to an Investor Sale Third Party subject to a right of first refusal in favour of the Promoters as mentioned below (“Promoter ROFR”). The Promoters may exercise the Promoter ROFR in accordance with the provisions herein, either themselves or through any of their nominees.

(b) An Investor shall, upon receiving an offer from an Investor Sale Third Party in respect of any Transfer of Investor Equity Securities, immediately inform the Promoters and the Company about the said offer by delivering a notice to them describing the terms of such proposed Transfer (“Promoter ROFR Notice”). The Promoter ROFR Notice shall include the name and other material particulars of the Investor Sale Third Party, the number of Investor Equity Securities proposed to be Transferred by such Investor to the Investor Sale Third Party (“Promoter ROFR Shares”), price per Promoter ROFR Share offered by the Investor Sale Third Party and other terms and conditions of the proposed Transfer (of the Promoter ROFR Shares) by such Investor to the Investor Sale Third Party. The offer received from the Investor Sale ThirdParty, if any, shall also be annexed to the Promoter ROFR Notice. Such Investor shall ensure that such offer and related documents explicitly state that the proposed transfer of the Promoter ROFR Shares is subject to the Promoter ROFR. In the absence of the aforementioned components of the Promoter ROFR Notice in the Promoter ROFR Notice provided to the Promoters by an Investor, such Promoter ROFR Notice shall not be deemed to be a valid notice for the purpose of this Article 194(2)(iii)(b).

(c) Within 15 (Fifteen) Business Days of the receipt of the Promoter ROFR Notice (“Promoter ROFR Period”), the Promoters may offer to purchase all




(but not less than all) the Promoter ROFR Shares by issuing a notice to the concerned Investor (with a copy to the Company) (“Promoter ROFR Acceptance Notice”). If the Promoters issue the Promoter ROFR Acceptance Notice prior to expiry of the Promoter ROFR Period, then the concerned Investor shall be obligated to Transfer, free from Encumbrances (other than the Encumbrances under the Amending Articles), all the Promoter ROFR Shares to the Promoters or their nominees (as the case may be), on the terms and conditions (including price) mentioned in the Promoter ROFR Notice. Such Investor shall make representations and warranties, and provide indemnities, to the Promoters (or their nominees, as the case may be) with respect to: (i) such Investor’s ownership, title, right and interest in the Promoter ROFR Shares; and (ii) no Encumbrances having been created by such Investor in favour of any third party over the Promoter ROFR Shares (other than the Encumbrances under the Amending Articles). The Transfer of the Promoter ROFR Shares and payment of purchase consideration to the concerned Investor (in respect of the Promoter ROFR Shares) shall be completed within 45 (Forty Five) Business Days from the expiry of the Promoter ROFR Period.

(d) If the Promoters (or their nominees, as the case may be): (I) decline to exercise their Promoter ROFR; or (II) do not issue the Promoter ROFR Acceptance Notice prior to expiry of the Promoter ROFR Period; or (III) having issued the Promoter ROFR Acceptance Notice, fail to conclude the purchase of the Promoter ROFR Shares from the concerned Investor (including payment of purchase consideration in respect of the Promoter ROFR Shares to the concerned Investor) within the time period specified in Article 194(2)(iii)(c) above, either for reasons attributable solely to the Promoters or their nominees or on account of non-receipt of Governmental Approvals prior to expiry of the extended period (determined in accordance with Article 194(2)(iii)(g) below), the concerned Investor will be free to Transfer the Promoter ROFR Shares to the Investor Sale Third Partyprovided: (x) such Transfer is made on terms and conditions which are no more favorable to the Investor Sale Third Party than those specified in the Promoter ROFR Notice; and (y) the Investor Sale Third Party executes a Deed of Adherence prior to such Transfer of the Promoter ROFR Shares. Ifthe Transfer of Promoter ROFR Shares to the Investor Sale Third Party is not consummated within 90 (Ninety) Business Days from the expiry of the Promoter ROFR Period, then the obligation of the concerned Investor to give a Promoter ROFR shall be deemed to have been revived and the procedures set forth in this Article 194(2)(iii) shall have to be complied afresh by such Investor with respect to any Transfer of Investor Equity Securities held by such Investor save and except where the Promoters or their nominees, having issued the Promoter ROFR Acceptance Notice, fail to conclude the purchase of the Promoter ROFR Shares from such Investor (including payment of purchase consideration in respect of the Promoter ROFR Shares to such Investor) within 45 (Forty Five) Business Days from the expiry of the Promoter ROFR Period for reasons solely attributable to the Promoters and/or their nominees, in which case, the Promoter ROFR shall cease to apply in respect of any subsequent Transfer of such Promoter ROFR Shares by such Investor.

(e) The Promoters and the Company shall not be required to make any representations and warranties or provide indemnities to facilitate the Transfer of Promoter ROFR Shares by an Investor to the Investor Sale Third Party.



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(f) Notwithstanding anything to the contrary contained herein, the Promoter ROFR shall not apply to a Transfer of Investor Equity Securities by an Investor: (a) to an Investor Nominee; or (b) in case of Investor 1, upon exercise of the Tag Along Right (in accordance with Article 194(1)(iii)above); or (c) in an OFS during the course of an IPO (in case of Investor 1, if such OFS is discussed and agreed between Investor 1 and the Promoters and,in case of Investor 2, if Investor 2 is selling any of its Investor Equity Securities in an OFS in accordance with Article 195(1)(ii) below); or (d) upon completion of an IPO; or (e) if the IPO is not completed by the Scheduled Exit Date; or (f) if an Event of Default has occurred.

(g) In the event any Governmental Approvals are required for the Transfer of the Promoter ROFR Shares, the Person required to seek such Governmental Approval shall make its best efforts to obtain such Governmental Approvals within the timelines set out in this Article 194(2)(iii) for consummation of the Transfer of the Promoter ROFR Shares. In the event any Governmental Approval is not obtained within the timelines set out above, the timeline for obtaining such Governmental Approval and completing the Transfers contemplated in this Article 194(2)(iii) shall stand extended (A) by a period of 45 (Forty Five) days or such other extended period as may be requested by the Person required to seek such Governmental Approval and consented toby: (I) the Promoters (where the concerned Investor or Investor Sale Third Party is required to obtain such Governmental Approval); or (II) the concerned Investor (where the Company or a Promoter is required to obtain such Governmental Approval) or (B) until receipt of the Governmental Approval, whichever is earlier.

(iv) Transfer to Restricted Party

Notwithstanding anything to the contrary contained in the Amending Articles, unless the Shares are listed on a Stock Exchange and such Shares are being sold by an Investor on the platform of a Stock Exchange (where no share purchase agreement or such similar agreement, whether written or oral, has been executed / entered into with the proposed transferee), an Investor and/or its Investor Nominees shall not, at anytime, Transfer the Investor Equity Securities held by them and/or any of its Investor Rights to a Restricted Party. Provided that: (I)Investor 1 may Transfer the Investor 1Equity Securities to a Restricted Party pursuant to exercise of the Tag Along Right (in accordance with Article 194(1)(iii) above); or (II) an Investor may Transfer its Investor Equity Securities to a Restricted Partyas specifically permitted in this Article 194(2)(iv) or (III) an Investor may Transfer its Investor Equity Securities to a Restricted Partyin an OFS during the course of an IPO (in case of Investor 1, if such OFS is discussed and agreed between Investor 1 and the Promoters and, in case of Investor 2, if Investor 2 is selling any of its Investor Equity Securities in an OFS in accordance with Article 195(1)(ii) below). The restrictions in Article 194(3)shall apply to any Transfer / proposed Transfer of Investor Equity Securities by an Investor and/orits Investor Nominees under this Article and an Investor / its Investor Nominees shall not be permitted to circumvent, avoid or, in any other manner, disregard the restrictions under this Article by one or more of the methods / mechanisms specified in Article 194(3).

(v) Transfer of Investor Rights to Investor Sale Third Parties

(a) Subject to execution of a Deed of Adherence by the Investor Sale Third Partyin accordance with Article 194(2)(iii) above, an Investor shall be permitted to




freely transfer its rights under the Amending Articles (collectively, the “Investor Rights”) along with a Transfer of its Investor Equity Securities to an Investor Sale Third Party in accordance with the Amending Articles,subject to the following exceptions:

(I) An Investor shall not be entitled to transfer any or all of its Investor Rights to an Investor Sale Third Party after completion of the IPO; and

(II) Prior to completion of the IPO, Investor 1 shall not be entitled to transfer any or all of Investor Rights to an Investor Sale Third Party, unless it is transferring (in a single tranche, or in multiple tranches under one agreement) such number of Investor Equity Securities which are equivalent to or which exceed the Rights Threshold Shares. Upon such Transfer of Investor Rights, Investor 1 shall no longer be entitled to exercise any of such Investor Rights (even if Investor 1 continues to hold the Rights Threshold Shares after such Transfer of Investor Equity Securities). For the avoidance of doubt, under no circumstances shall Investor 1 and the concerned Investor Sale Third Party be entitled to exercise Investor Rightssimultaneously and, therefore, at any given point in time, such Investor Rights may only be exercised in their entirety, either by Investor 1ORthe concerned Investor Sale Third Party and not both. Investor 1 shall not be permitted to selectively transfer any of Investor Rights and accordingly, shall be required to Transfer all of its Investor Rights to an Investor Sale Third Party if it proposes to Transfer any of its Investor Rights. Upon its Investor Rights being transferred to an Investor Sale Third Party, Investor 1 shall no longer be entitled to exercise any Investor Rights.Notwithstanding the above, Investor 1and Investor Sale Third Party shall be entitled to exercise all rights available under Applicable Law in respect of Investor 1 Equity Securities held by them.

(III) Prior to completion of the IPO, Investor 2 shall not be entitled to transfer any or all of its Investor Rights to an Investor Sale Third Party, unless it is transferring (in a single tranche, or in multiple tranches under one agreement) all of the Investor Equity Securities held by it and whereupon Investor 2 and the Investor Nominees cease to be Shareholders of the Company. Upon such Transfer of the Investor Rights, Investor 2 shall no longer be entitled to exercise any of such Investor Rights. For the avoidance of doubt, under no circumstances shall Investor 2 and the Investor Sale Third Party be entitled to exercise the Investor Rights simultaneously and, therefore, at any given point in time, such Investor Rights may only be exercised in their entirety, either by Investor 2 OR the Investor Sale Third Party and not both. Investor 2 shall not be permitted to selectively transfer any of the Investor Rights and accordingly, shall be required to Transfer all of the Investor Rights to an Investor Sale Third Party if it proposes to Transfer any of the Investor Rights. Upon the Investor Rights being transferred to an Investor Sale Third Party, Investor 2 shall no longer be entitled to exercise any Investor Rights.

(b) If Investor 1 proposes to transfer its Investor Rights to an Investor Sale Third Party (along with a sale of its Investor Equity Securities) in accordance with



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this Article 194(2)(v), Investor 1 shall intimate the Company and the Promoters accordingly. In the absence of such intimation having been issued by Investor 1, all Investor Rights of Investor 1 would continue to be exercised by Investor 1.

(vi) Transfer of Investor Rights to Investor Nominees

(a) An Investor shall be permitted to freely Transfer its Investor Rights to itsInvestor Nominee to whom its Investor Equity Securities have been transferred in accordance with Article 194(2)(ii) above. In case of such Transfer of Investor Rights to an Investor Nominee, either one of such Investor or such Investor Nominee shall exercise all Investor Rights(of such Investor) under the Amending Articles, for and on behalf of such Investor and its Investor Nominees. Upon such Transfer of Investor Equity Securities, if the Investor Rights are proposed to be exercised by an Investor Nominee (instead of the concerned Investor), such Investor shall intimate the Company and the Promoters accordingly (“Rights Transfer Notice”). In the absence of such Rights Transfer Notice having been issued by such Investor, all its Investor Rights would continue to be exercised by such Investor.Furthermore, if such Investor Transfers any of its Investor Equity Securities to its Investor Nominee in accordance with the Amending Articles, the Company and the Promoters shall be required to deal / liaise only with the Identified Person (who shall act as representative of such Investor and itsInvestor Nominees), including where notices are required to be provided pursuant to the Amending Articles and such Identified Person shall be responsible to communicate and/or liaise with the Company and Promoters,to the extent required, under the Amending Articles, including, where necessary, communicate its consents under the Amending Articles.“Identified Person”, for the purposes of this Article, shall mean: (i) where such Rights Transfer Notice has been issued by an Investor, the Investor Nominee named in the Rights Transfer Notice; (ii) such Investor, in all other cases.

(b) Any Investor Nominee of an Investor (to whom its Investor Equity Securities have been transferred in accordance with Article194(2)(ii) above or who has subscribed to any Shares) and such Investor shall be considered as a single Shareholder for the purposes of the Amending Articles (including for calculation of any thresholds set out herein and their shareholding shall be aggregated for any exercise of the Investor Rights by the Identified Person). The rights of an Investor under the Amending Articles shall not multiply upon such Transfer of its Investor Equity Securities to its Investor Nominee, and if such Investor Nominee does not execute a Deed of Adherence in accordance with Article194(2)(ii) above, then such Investor Nominee shall have no rights under the Amending Articles.

(c) For the avoidance of doubt(with regard to Investor 1): (A) the Company and the other Shareholders (who have granted such Investor Right or vis-à-vis whom any Investor Right is proposed to be exercised or who have received any instructions or directions from the Identified Person in relation to exercise of any of Investor Rights) shall only be required to give effect to an exercise of Investor Rights based on the instructions issued by the Identified Person (vis-à-vis Investor 1) and shall not be required to give effect to any instruction or direction or exercise of Investor Rights by a person other than such Identified Person, notwithstanding any dispute between Investor 1 and its Investor Nominee in relation to exercise of the Investor Rights. Investor 1




or its Investor Nominee shall not be entitled to file any proceedings or claims relating to such exercise of Investor Rights by such Identified Person which would result in the Company and/or any Shareholder (other than Investor 1and/or its Investor Nominee) being impleaded or being made a party or being estopped, or injuncted from taking any actions under the Amending Articles,pursuant to such dispute between Investor 1 or its Investor Nominee and suchIdentified Person, and the Company and/or any Shareholder (other than Investor 1 and/or its Investor Nominee) shall not be held liable or responsible for giving effect to such exercise of Investor Rights based on instructions issued by such Identified Person; (B) if no Investor 1 Director has been nominated for appointment to the Board by the Identified Person (including, without limitation, upon removal / disqualification of the nominee appointed as Investor 1 Director or upon any vacancy having been caused in the office of Investor 1 Director for any reason whatsoever), notwithstanding anything contained in Article202 below, the quorum rights relating to Investor 1Director shall cease to apply till such time as the Investor 1 Director is nominated for appointment to the Board by such Identified Person in accordance with the Amending Articles; and (C) the presence of the representative of such Identified Person shall be counted towards the minimum quorum requirements for General Meetings set out in Article203.

(d) For the avoidance of doubt (with regard to Investor 2),the Company and the other Shareholders shall only be required to give effect to an exercise of Investor Rights based on the instructions issued by the Identified Person (vis-à-vis Investor 2) and shall not be required to give effect to any instruction or direction or exercise of Investor Rights by a person other than such Identified Person, notwithstanding any dispute between Investor 2 and its Investor Nominee in relation to exercise of the Investor Rights. Investor 2 or its Investor Nominee shall not be entitled to file any proceedings or claims relating to such exercise of Investor Rights by such Identified Person which would result in the Company and/or any Shareholder (other than Investor 2and/or its Investor Nominee) being impleaded or being made a party or being estopped, or injuncted from taking any actions under the Amending Articles, pursuant to such dispute between Investor 2 or its Investor Nominee and such Identified Person, and the Company and/or any Shareholder (other than Investor 2 and/or its Investor Nominee) shall not be held liable or responsible for giving effect to such exercise of Investor Rights based on instructions issued by such Identified Person.

(3) Restricted Transfers

Any Transfer of Shares made in violation of the requirements prescribed under the Amending Articles shall be null and void ab initio. The Transfer restrictions in the Articles shall not be capable of being avoided by: (i) the holding of Shares indirectly through an entity that can itself be sold, restructured, Transferred or Encumbered in order to indirectly Transfer the Shares free of such restrictions; or (ii) any other means whatsoever, for the purpose of, or which has the effect of, or which is intended for, indirectly Transferring or disposing of any interest in the Shares free of such restrictions; or (iii) Transferring, restructuring, Encumbering or indirectly Transferring or disposing of any interest in the Shares, by any other means whatsoever, to an entity to whom a Transfer is not otherwise permitted under the Amending Articles.



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195. Exit(1) IPO

(i) The Company shall make best efforts to provide an exit to the Investors by way of Board run IPO on or before expiry of 72 (Seventy Two) months from the Closing Date (“Scheduled Exit Date”). Notwithstanding anything to the contrary contained herein, the exact timing of the IPO shall be decided before the Scheduled Exit Date by the Board based on:

(a) reports obtained from 3 (Three) Merchant Bankers with regard to feasibility of the IPO;

(b) suggestions / observations of Investor 1 received by the Company pursuant to Article206below; and

(c) the macro-economic conditions of the industry in which the Company operates or market conditions of India.

(ii) Based on the advice of the Merchant Bankers and the suggestions / observations received from Investor 1 pursuant to Article206 below, the Board would decide composition of IPO offering, including the proportion and quantum of the Dilution Instruments to be issued or secondary Shares to be offered in an offer for sale (if the IPO involves such an offer for sale) (“OFS”), pursuant to the IPO. The quantum and proportion of participation, by the Promoters and Investor 1 in an OFS of the Equity Shares would be determined by the Board in consultation with the Promoters and Investor 1.Provided that there shall be no obligation on either Investor to sell the Investor Equity Securities held by it in an OFS unless such Investor specifically agrees to do so. Notwithstanding the above (including any decision of the Company not to undertake an OFS as part of the IPO), if Investor 2 is desirous of participating in such IPO (by way of sale of its Investor Equity Securities through an OFS), it may provide a written request in this regard to the Board. The Board shall, upon receiving such request, consider such request in good faith. The Board must, at a minimum, accede to such request from Investor 2 and undertake an OFS to the extent of such number of its Investor Equity Securities as would enable Investor 2 to realise the Investor 2 Investment Amount pursuant to such OFS (“OFS Securities”). The Company and/or the Promoters shall have no obligation to accede to any such request from Investor 2 to the extent that such request exceeds the OFS Securities and the final composition of the IPO comprising of the Investor Equity Securities held by Investor 2 in excess of the OFS Securities, shall be determined by the Board. Save asotherwise required under Applicable Law, the Company shall bear all costs and expenses relating to the IPO (including statutory filing and registration fees, and fees for advisors and managers with respect to the IPO). Shareholders participating in the OFS shall bear the costs of such OFS component of the IPO in proportion of their respective Shares being sold in the OFS. Each Shareholder selling Shares in the OFS shall provide necessary representations and warranties in relation to the title to its Shares, if being sold in an OFS as part of the IPO and shall comply with such other requirements as may be required under Applicable Law.

(iii) All advisors to the IPO including the book running lead managers, underwriters, bankers’ counsel and transfer agents shall be appointed by the Board, provided that the lead managers for the IPO shall be Merchant Bankers.

(iv) Subject to Applicable Law and/or any requirements and/or directions of SEBI, the Investor sand their Investor Nominees shall not be considered as “promoter(s)” of the Company in connection with any listing of Shares on any Stock Exchange.




Accordingly, subject to Applicable Law including any directions of SEBI, the Investor Equity Securities shall not be subject to any statutory lock-in restrictions as Shares held by a “promoter” with respect to such listing. If any Shares are to be made subject to any lock-in in connection with any listing of Shares on Stock Exchanges (other than lock-in on the pre-issue Share Capital held by Persons other than the “promoter” in such listing), the Promoters shall, subject to Applicable Law, offer their Shares towards such lock-in.

(2) Post IPO Promoter ROFO

(i) After completion of the IPO, but subject to Applicable Law, an Investor may Transfer its Investor Equity Securities to an Investor Sale Third Party subject to a right of first offer in favour of the Promoters in accordance with this Article195(2) (“PostIPO Promoter ROFO”). The Promoters may exercise the Post IPO Promoter ROFO in accordance with the provisions herein, either themselves and/or through any of their nominees.

(ii) After completion of the IPO, prior to Transfer of any Investor Equity Securities held by an Investor and/or its Investor Nominee to an Investor Sale Third Party, such Investor shall provide a Post IPO Promoter ROFO to the Promoters, by issuing a notice (“Post IPOROFO Notice”) to the Promoters to purchase all (but not less than all) the Investor Equity Securities proposed to be sold by such Investor and/or its Investor Nominees (as the case may be) at the relevant time (“Post IPOSale Shares”). Where the number of Post IPO Sale Shares exceeds the maximum Shares which the Promoters are permitted to acquire in the Financial Year (in which the Post IPO Promoter ROFO is to be exercised) without triggering the mandatory open offer requirements under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011) (“Creeping Acquisition Limit”), the Promoters shall be entitled to make an offer to purchase such Post IPO Sale Shares as are equal to the Creeping Acquisition Limit. For the purposes of this Article:

(a) if the Post IPO Sale Shares are equivalent to or lower than the Creeping Acquisition Limit and the Promoters propose to exercise the Post IPO Promoter ROFO, the Promoters shall make an offer to acquire all (but not less than all) the Post IPO Sale Shares;

(b) if the Post IPO Sale Shares exceed the Creeping Acquisition Limit and the Promoters propose to exercise the Post IPO Promoter ROFO, the Promoters shall make an offer to acquire such number of Post IPO Sale Shares as are equal to the Creeping Acquisition Limit.

The number of Post IPO Sale Shares, in respect of which the Promoters are entitled to exercise the Post IPO Promoter ROFO in accordance with Article195(2)(ii)(a) or Article195(2)(ii)(b) above, shall hereinafter be referred as “Post IPO ROFO Shares”.

(iii) The Post IPO ROFO Notice shall specify: (i) the number of the Post IPO Sale Shares; (ii) the last closing price of the Equity Shares immediately preceding the issuance of the Post IPO ROFO Notice (“Base Price”); (iii) representations and warranties from the concerned Investor and/or its Investor Nominee (as the case may be) with respect to: (a) the concerned Investor and/or its Investor Nominee (as applicable) having ownership, title, rights and interest in the Post IPO Sale Shares; and (b) no Encumbrance having been created by the concerned Investor and/or its Investor Nominee (as the case may be) in favour of any third party, over the Post IPO Sale Shares (other than under the Amending Articles). For the avoidance of doubt, in the



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absence of the statements specified in this Article 195(2)(iii), the Post IPO ROFO Notice shall not be deemed to be a valid notice for the purposes of this Article195(2).

(iv) The Promoters may offer to purchase the Post IPO ROFO Shares by issuing a notice to the concerned Investor (“Post IPOROFO Acceptance Notice”) within 2 (Two) days from the receipt of the Post IPO ROFO Notice. The Promoter ROFO Acceptance Notice shall: (i) specify the price per Post IPO ROFO Share offered by the Promoters, which price shall not be lower than the Base Price (“Post IPO ROFO Price”) and (ii) set out the calculation of the number of Post IPO ROFO Shares in accordance with the Amending Articles. Upon receipt of the Post IPO ROFO Acceptance Notice, the concerned Investor shall, within a period of 2 (two) days, communicate its acceptance or rejection of such offer by issuing a notice to such effect (a notice issued to accept the offer is hereinafter referred as “Post IPO ROFO Confirmation” a notice issued to reject the offer is hereinafter referred as “Post IPO ROFO Rejection”). If the Post IPO ROFO Price is acceptable to the concerned Investor and such Investor issues the Post IPO ROFO Confirmation to the Promoters, such sale of the Post IPO ROFO Shares, along with payment of purchase consideration to the concerned Investor (in respect of the Post IPO ROFO Shares), shall be concluded through the trading window of the relevant Stock Exchange within 7 (Seven) days from the date of receipt of Post IPO ROFO Notice by the Promoters. If any delay is caused by the concerned Investor in issuing the Post IPO ROFO Confirmation or in effecting the Transfer of the Post IPO ROFO Shares, the said 7 (Seven) day period shall stand extended by the period of such delay.The concerned Investor and/or its Investor Nominee (as the case may be) shall provide representations and warranties (as set out in the Post IPO ROFO Notice) and indemnities (with regard to the representations and warranties set out in the Post IPO ROFO Notice) in favour of the Promoters and/or their nominees (as the case may be). If the concerned Investor rejects the Promoter’s offer by issuing a Post IPO ROFO Rejection, such Investor may Transfer the Post IPO ROFO Shares to an Investor Sale Third Party provided the same are Transferred at a price which is not lower than the Post IPO ROFO Price.

(v) If, upon issuance of the Post IPO ROFO Confirmation by the concerned Investor as above, the Promoters fail to conclude the Post IPO Promoter ROFO within the 7 (Seven) day period or such extended period, as is specified in Article195(2)(iv)above, for any reason (including, on account of the operation of Applicable Law), suchInvestor shall be free to sell the Post IPO Sale Shares to an Investor Sale Third Party at any price and in any manner.

196. Delayed IPO Rights of the Investors

(1) In the event of non-occurrence of the IPO on or prior to the Scheduled Exit Date, eachInvestor shall, in its sole discretion, be entitled to exercise the rights set out in this Article196,in the order of sequence mentioned below (“Delayed IPO Rights”), and all other obligations of the Investors under the Amending Articles (except as provided in this Article196) shall cease to subsist.Provided that the Investors and/or their respective Investor Nominees shall not be permitted to Transfer the Investor Equity Securities held by them or any Investor Rights to a Restricted Party (other than as specifically permitted in Article194(2)(iv)above).The restrictions in Article 194(3) shall apply to any such Transfer / proposed Transfer of Investor Equity Securities by an Investor and/or its Investor Nominees and an Investor / its Investor Nominees shall not be permitted to circumvent, avoid or, in any other manner, disregard the restrictions under this Article by one or more of the methods / mechanisms specified in Article 194(3).




(2) Sale of Investor Equity Securities & Promoter ROFO

(i) In the event of non-occurrence of the IPO on or prior to the Scheduled Exit Date, an Investor shall be entitled to Transfer its Investor Equity Securities to an Investor Sale Third Party subject to a right of first offer in favour of the Promoters in accordance with this Article 196(2) (“Promoter ROFO”). The Promoters may exercise the Promoter ROFO in accordance with the provisions herein, either themselves and/or through any of their nominees.

(ii) Prior to Transferring any Investor Equity Securities held by an Investor and/or itsInvestor Nominee, such Investor shall provide a Promoter ROFO to the Promoters by issuing a notice to the Promoters (with a copy to the Company) (“Promoter ROFO Notice”) to purchase all (and not less than all) of the Investor Equity Securities held by such Investor and its Investor Nominees (“Promoter ROFO Shares”). The Promoter ROFO Notice shall include: (I) the number of Promoter ROFO Shares proposed to be Transferred, which shall not be less than all the Investor Equity Securities held by such Investor and its Investor Nominees; (II) representations and warranties from such Investor and/or its Investor Nominees (as applicable) in favour of the Promoters (and/or their nominees, as the case may be) in relation to: (a) such Investor and/or its Investor Nominees (as applicable) having ownership, title, rights and interest in the Promoter ROFO Shares; and (b) no Encumbrance having been created by such Investor and/or its Investor Nominees (as the case may be), in favour of any third party, over the Promoter ROFO Shares (other than under the Amending Articles). For the avoidance of doubt, in the absence of the statements specified in Articles 196(2)(ii)(I) and 196(2)(ii)(II) above, the Promoter ROFO Notice shall not be deemed to be a valid notice for the purposes of this Article196(2).

(iii) Within 15 (Fifteen) Business Days of receipt of the Promoter ROFO Notice, the Promoters may offer to purchase the Promoter ROFO Shares by issuing a notice to the concerned Investor (with a copy to the Company) (“Promoter ROFO Acceptance Notice”). The Promoter ROFO Acceptance Notice shall specify: (i) the price per Promoter ROFO Share offered by the Promoters, which price shall (I) in case of Investor 1, be at least 20% (Twenty Percent) higher than the Fair Market Value (determined by a Big Four Accounting Firm appointed by the Board) of its Investor 1 Equity Securities as on the date of the Promoter ROFO Notice and (II) in case of Investor 2, bethe Fair Market Value (determined by a Big Four Accounting Firm appointed by the Board) of its Investor 2 Equity Securities as on the date of the Promoter ROFO Notice; and (ii) the period for which the Promoter ROFO Terms are valid (which period shall not be shorter than 7 (Seven) Business Days from receipt of the Promoter ROFO Acceptance Notice by the concerned Investor) and during which such Investor shall be entitled to issue an Investor Acceptance Notice (“Promoter ROFO Period”) and (iii) all other terms and conditions on which the Promoters are offering to purchase the Promoter ROFO Shares ((i), (ii) and (iii) are hereinafter collectively referred to as the “Promoter ROFO Terms”). If the Promoters do not issue the Promoter ROFO Acceptance Notice in accordance with this Article196(2)(iii), then the concerned Investor shall have the right to freely transfer all or part of the Promoter ROFO Shares to the Investor Sale Third Party.

(iv) If the Promoters issue the Promoter ROFO Acceptance Notice, then the concerned Investor shall have the right to either: (i) accept the Promoter ROFO Terms by issuing an Investor Acceptance Notice in accordance with Article196(2)(v) below; or (ii) decline to Transfer the Promoter ROFO Shares to the Promoters as per the Promoter ROFO Terms.



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(v) If the Promoter ROFO Terms are acceptable to the concerned Investor, then such Investor shall deliver a notice to the Promoters (with a copy to the Company) (“Investor Acceptance Notice”) at any time prior to expiry of the Promoter ROFO Period signifying its acceptance of the Promoter ROFO Terms. In the event that the concerned Investor does not issue an Investor Acceptance Notice within the abovementioned period, such Investor shall be deemed to have declined the Promoter ROFO Terms. Upon issuance of the Investor Acceptance Notice, the concerned Investor shall Transfer the Promoter ROFO Shares to the Promoters, free from Encumbrances (other than the Encumbrances under the Amending Articles), and the Promoters shall purchase all, but not less than all, the Promoter ROFO Shares from such Investor and/or its Investor Nominees on the Promoter ROFO Terms, within a period of 15 (Fifteen) Business Days from the date of receipt of the Investor Acceptance Notice by the Promoters. The concerned Investor and/or its Investor Nominees (as applicable) shall make representations and warranties (as are set out in the Promoter ROFO Notice) and provide indemnities with respect to the representations and warranties (set out in the Promoter ROFO Notice), in favour of the Promoters (and/or their nominees, as the case may be). The Promoters shall bear the stamp duty costs (if any) in relation to Transfer of the Promoter ROFO Shares by such Investor to the Promoters and the cost of the Big Four Accounting Firm, which determines the Fair Market Value as required under Article196(2)(iii) above. The Promoters and the concerned Investor shall bear their respective Taxes applicable to such Transfer and their respective costs and expenses.

(vi) If the concerned Investor declines to Transfer the Promoter ROFO Shares as per the Promoter ROFO Terms or is deemed to have so declined to undertake such Transfer in accordance with the provisions of Article196(2)(v) above, the concerned Investor and its Investor Nominees shall have the right to Transfer all or part of the Promoter ROFO Shares to an Investor Sale Third Party: (i) during the Promoter ROFO Period, on terms which are no more favorable (to the Investor Sale Third Party) than the Promoter ROFO Terms; and (ii) upon expiry of the Promoter ROFO Period, on any terms the concerned Investor deems fit. If, however, the concerned Investor has issued the Investor Acceptance Notice and the Promoters or their nominees have failed to acquire the Promoter ROFO Shares on the Promoter ROFO Terms within a period of 15 (Fifteen) Business Days from the date of receipt of the Investor Acceptance Notice by the Promoters for reasons solely attributable to the Promoters or their nominees, such Investor shall be free to Transfer all or part of the Promoter ROFO Shares to an Investor Sale Third Party on any terms it deems fit.

(vii) The Promoter ROFO may be exercised either by the Promoters or, at the option of the Company and if so approved by the Board, through an offer by the Company to buy-back the Investor Equity Securities of the concerned Investor. If the Company makes an offer to buy-back the Investor Equity Securities in lieu of the Promoters exercising the Promoter ROFO, the procedure set forth in this Article196(2) shall mutatis mutandis apply to such buy-back (with such modifications as may be necessary to comply with Applicable Law), the timelines set out in this Article196(2)shall apply for completion of such buy-back and the relevant rights of the Promoters, as specified in this Article196(2), shall instead, be exercised by the Company.

(viii) The concerned Investor shall not be required to make any representations and provide indemnities (save and except representations with respect to the title of the Investor Equity Securities and due authority and capacity to hold and Transfer such Investor Equity Securities) in case of Transfer of Investor Equity Securities by the concerned Investor to the Investor Sale Third Party. The Company shall provide representations and warranties and indemnities to the Investor Sale Third Party, with regard to: (i)




authority and capacity of the Company to execute the relevant agreement between the concerned Investor and the Investor Sale Third Party (in respect of such sale), where the Company is made party to such agreement; and (ii) the business and operations of the Company (if required and as agreed with the Investor Sale Third Party). The Company and the Promoters shall comply with the provisions of Article196(3)(iii)with respect to the proposed Transfer to the Investor Sale Third Party (subject to the limitations set out in Article196(3)(iii)).

(ix) For the purposes of this Article:

(a) Notwithstanding anything contained in the Amending Articles, other than as specifically permitted in Article194(2)(iv) above, an Investor / its Investor Nominees shall not, at any time, transfer the Investor Equity Securities held by them, and/or any or all of Investor Rights, to a Restricted Party. The restrictions in Article 194(3) shall apply to any such Transfer / proposed Transfer of Investor Equity Securities by an Investor and/or its Investor Nominees and the Investors/ their respective Investor Nominees shall not be permitted to circumvent, avoid or, in any other manner, disregard the restrictions under this Article by one or more of the methods / mechanisms specified in Article 194(3);

(b) An Investor shall be required to provide a Promoter ROFO in accordance with this Article196(2) only once in respect of the first instance where a Transfer of Investor Equity Securities is proposed to be made to an Investor Sale Third Party and such Investor shall not be required to provide a Promoter ROFO for all subsequent proposed Transfers of Investor Equity Securities.

(3) Sale of Investor Equity Securities

(i) Subject to the provisions of this Article196(3) and the Promoter ROFO having beenprovided in accordance with Article 196(2) in respect of the first instance where a Transfer of Investor Equity Securities is proposed to be made by an Investor to an Investor Sale Third Party (and where the concerned Investor has declined or is deemed to have declined the Promoter ROFO Terms or the transactions contemplated in Articles 196(2)(v) or 196(2)(vii) have not been concluded within the timelines set out therein), such Investor shall have the right to freely Transfer itsInvestor Equity Securities to an Investor Sale Third Party, subject to the restrictions specified in Article196(2)(vi) above (to the extent applicable). In such case, if such Investor is selling its Investor Equity Securities to an Investor Sale Third Party, such Investor shall have a right to require the Promoters to sell such number of their Equity Shares which are equivalent (in aggregate) to 2% (Two Percent) of the Share Capital (“Sell Along Shares”) on the same terms and price at which such Investor Equity Securities are sold to Investor Sale Third Party (“Sell Along Right”).

(ii) If such Investor proposes to exercise its Sell Along Right, it shall issue a notice (“Sell Along Notice”) to such effect to the Promoters, which notice shall specify: (i) name and other material particulars of the Investor Sale Third Party; (ii) the number of Investor Equity Securities proposed to be Transferred by such Investor to the Investor Sale Third Party (“Investor Transfer Shares”); and (iii) price per Investor Transfer Share offered by the Investor Sale Third Party and other terms and conditions of the proposed Transfer (of Investor Transfer Shares) to the Investor Sale Third Party(collectively, the “Sell Along Terms”). The offer received from the Investor Sale Third Party, if any, shall also be annexed to the Sell Along Notice. Once a Sell Along Notice has been issued by such Investor to the Promoters, such Investor shall procure



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that the Transfer of Investor Transfer Shares as well as the Sell Along Shares (including payment of purchase consideration to the Promoters in respect of the Sell Along Shares) is completed within 20 (Twenty) Business Days from the date of receipt of the Sell Along Notice by the Promoters, failing which the Sell Along Notice shall expire and the Promoters shall no longer be obligated to Transfer the Sell Along Shares (in accordance with this Article196(3)) to the Investor Sale Third Party.The Promoters shall (if so required by the Investor Sale Third Party) provide representations and warranties and indemnities in favour of the Investor Sale Third Party in relation to: (a) the Promoters’ ownership, title, rights and interest in the Sell Along Shares; and (b) no Encumbrance having been created by the Promoters, in favour of any third party, over the Sell Along Shares (other than under the Amending Articles). An Investor shall be entitled to exercise the Sell Along Right only on a single instance, after which the Sell Along Right shall lapse.

(iii) The Promoters and the Company shall provide reasonable support and co-operation, at the cost of an Investor, to facilitate any sale of its Investor Equity Securities to the Investor Sale Third Party (by way of participating in meetings with the Investor Sale Third Party and permitting the Investor Sale Third Party to conduct a due diligence on the Company). Once a term sheet or memorandum of understanding or such similar document has been executed with an Investor Sale Third Party in respect of a proposed Transfer of Investor Equity Securities and thereafter, the definitive agreements in respect of such sale are not executed between the Investor and the Investor Sale Third Party within 150 (One Hundred and Fifty) days from the date of execution of such term sheet or memorandum of understanding, the Promoters andthe Company shall not be required to offer any support and/or co-operation in respect of any Transfer or proposed Transfer of such Investor’s Investor Equity Securities to any Investor Sale Third Party, for a period of 6 (six) months from the expiry of such 150 (One Hundred and Fifty) days’ period (where the definitive agreements have not been executed within such 150 (One Hundred and Fifty) days’ period).

(iv) The concerned Investor shall not be required to make any representations and provide indemnities (save and except representations with respect to the title of its Investor Equity Securities and due authority and capacity to hold and transfer such Investor Equity Securities) in case of Transfer of Investor Equity Securities by such Investor to the Investor Sale Third Party. The Company shall provide representations and warranties and indemnities to the Investor Sale Third Party, with regard to: (i) authority and capacity of the Company to execute the relevant agreement between such Investor and the Investor Sale Third Party (in respect of such sale), where the Company is made party to such agreement; and (ii) business and operations of the Company (if required and as agreed with Investor Sale Third Party).

(v) Notwithstanding anything contained in the Amending Articles, other than as specifically permitted in Article194(2)(iv) above, an Investor / its Investor Nominees shall not, at any time, transfer the Investor Equity Securities held by them, and/or any or all of its Investor Rights, to a Restricted Party. The restrictions in Article 194(3)shall apply to any such Transfer / proposed Transfer of Investor Equity Securities by an Investor and/or its Investor Nominees and an Investor / its Investor Nominees shall not be permitted to circumvent, avoid or, in any other manner, disregard the restrictions under this Article by one or more of the methods / mechanisms specified in Article 194(3).

197. Covenants of the Promoters and the Company

(1) Subject to Article 200 below:




(i) The Key Person shall contribute and devote substantial time and experience in the management of the Company. For a period of 5 (Five) years from the Closing Date, the Key Person shall not leave the employment of the Company. Provided that, nothing contained in the Amending Articles, the Employment Agreement or the Key Agreement shall restrict the Key Person from: (x) investing in the share capital of any entity engaged in the financial technology business or investing upto INR 5,00,00,000 (Indian Rupees Five Crores) in any other entity; (y) holding any non-executive position as director, advisor or any other similar capacity in any Person; (z) holding any executive position in any Affiliate of the Company or an entity within the Hero Group.

(ii) The Promoters shall not, either directly or indirectly: (I) be engaged, in any capacity, in any business which competes with the Business; (II) solicit, canvass or entice away any individual who is or was, at any time during the immediately preceding 12 (Twelve) months, employed as a functional head in the Company. Provided that, nothing contained in the Amending Articles will restrict the Promoters from: (x) investing in the share capital of any entity (subject to the restriction set out in Article 197(3)(c) below); and (y) holding any executive / non-executive position as director, advisor or any other similar capacity in any Person.

(iii) It is agreed that:

(a) no lending business shall be carried out directly or indirectly by the Promoters, except through the Company or its WOS.

(b) in the event any lending business is instituted by the Promoters in an entity which is not a WOS, the Investor shall be granted such shareholding in such entity, which is the same as the Investor and the Investor Nominees’ shareholding in the Company, along with rights which are no less favourable than those available to the Investor and the Investor Nominees in the Company, on such terms as may be mutually agreed among the Promoters and the Investor.

(c) the Promoters shall not be permitted to invest in the share capital of any entity carrying on lending business (other than by way of a financial investment pursuant to which the Promoters own (directly or indirectly) a beneficial stake, in such investee, not exceeding 25% (Twenty Five Percent) of the share capital of such entity) (such investment, the “Promoter Permitted Financial Investment”). Notwithstanding anything to the contrary in the Amending Articles, the restrictions in Articles197(1)(iii)(a) and 197(1)(iii)(b) above shall not apply to a Promoter Permitted Financial Investment in an entity carrying on lending business.

(iv) The Company shall ensure that each of the Key Managerial Personnel of the Company (other than the Key Person) is, during his or her employment with the Company, by way of a covenant in the relevant employment agreement, bound by standard non-compete and non-solicit restrictions.

(v) The Company:

(a) shall enforce all rights available to it in case of a breach of the Key Agreement or Employment Agreement by the Key Person.

(b) shall not make any amendment, variation or modification to the terms of, or



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terminate: (a) the Employment Agreement setting out the Key Person’s obligations (as set out in Article197(1)(i)above), prior to the expiry of 5 (five) years from the Closing Date; (b) subject to Article200 below, the Key Agreement setting out the Key Person’s obligations (as set out in Article197(1)(i) (to the extent not covered under the Employment Agreement), 197(1)(ii) and 197(1)(iii) above as if the Key Person were a ‘Promoter’).

198. MFN Right of Investor 1

The Company and each of the Promoters severally undertake to Investor 1 that the Company shall not issue Dilution Instruments to any Person, other than Investor 1 or its Investor Nominees, on terms which, in the opinion of Investor 1, are more favourable than those provided to Investor 1 under the Amending Articles and those otherwise agreed between Investor 1, the Company and the Promoters (including terms relating to covenants, representations, warranties, indemnities and undertaking provided by the Company and Promoters and their respective Affiliates), without the prior written consent of Investor 1 and subject to such terms as Investor 1 may prescribe in its sole discretion.

199. Investor 1’s Right to Invest

(1) Until the earlier of a period of 5 (Five) years from the Closing Date or an Event of Default having occurred, Investor 1 agrees that it shall not and cause Investor 1 Affiliates to not, directly or indirectly, invest (whether by primary infusion or secondary purchases, by subscribing to or purchasing equity instruments, instruments convertible into equity or quasi-equity instruments (i.e. debt investment whereby Investor 1 would acquire rights akin to those in an equity investment)), without the prior written consent of the Company, in any of the Restricted Investees.

(2) Notwithstanding anything contained in Article199(1) above:

(i) Investor 1 may make investments by executing trades on a stock exchange or by participating in qualified institutional placements or private investments in public equity (‘PIPE’ deals) (in each case, other than by way of a negotiated trade or issuance pursuant to a share purchase agreement, share subscription agreement, investment agreement or similar arrangement with the proposed transferee / investee, as relevant) in the Restricted Investees, subject to the following restrictions: (I) Investor 1 shall not be permitted to invest in Capital First during the period

set out in Article199(1);

(II) Investor 1 may acquire up to a maximum of 2% (Two percent) shareholding in Bajaj Finance during the period set out in Article199(1).

(ii) During the period set out in Article199(1), Investor 1 shall be permitted to invest in:

(I) any subsidiary / joint venture of L&T Finance which is a housing finance company so long as an individual who is an Investor 1 Director is not appointed to the board of directors of such subsidiary / joint venture of L&T Finance; and

(II) Aditya Birla Finance so long as, pursuant to such investment, Investor 1 does not have the right to appoint a director to the board of directors of such entity.

(iii) No restrictions under Article199(1) or 199(2) shall apply upon the earlier of expiry of 5 (Five) years from the Closing Date or an Event of Default occurring.




200. Fall away of Investor Rights

(1) Notwithstanding anything to the contrary contained elsewhere in the Amending Articles,upon Investor 1 and its Investor Nominees (if any), ceasing to collectively hold the Rights Threshold Shares, the following rights of Investor 1 and Investor Nominees under the Amending Articles shall cease to subsist:

(a) Right to appoint the Investor 1 Director (as specified in Article201 below);

(b) Investor 1 ROFR and Tag Along Rights (as specified in Article194(1)(iii) above);

(c) Investor’s voting rights in relation to the Affirmative Vote Matters (as specified in Article205 below) and the corresponding quorum rights (as specified in Articles 202and 203 below);

(d) Consultative Rights of Investor 1 (as specified in Article206 below);

(e) Covenants of the Promoters and the Company (as specified in Article197 above); and

(f) MFN Right of Investor 1 (as specified in Article198 above).

Provided that Investor 1 and its Investor Nominees shall continue to be entitled to exercise the rights available to them under Applicable Law in respect of any Investor Equity Securities held by them.

201. Board of Directors

(1) Subject to Applicable Law and the terms of the Amending Articles, the assets, business and affairs of the Company shall be managed exclusively by and under the direction of the Board. The Board may exercise all powers of the Company and do all lawful acts and things as are permitted under the Applicable Law and the Articles. All the Key Managerial Personnel of the Company shall be appointed by the Board.

(2) Board and Composition

(a) So long as Investor 1 and Investor Nominees collectively hold the Rights Threshold Shares, Investor 1 shall have the right to nominate 1 (One) Director (“Investor 1Director”) for appointment to the Board. The chairman of the Board shall be appointed by the Board.

(b) Subject to Applicable Law and the Articles, the Board shall, upon receiving a written request/notification from Investor 1, appoint an alternate Director to the Investor 1Director (“Investor 1 Alternate Director”) to act as an alternate Director to such Investor 1 Director, during the absence of the Investor 1 Director for a period of 3 (Three) months or more from India. The Investor 1 Alternate Director shall hold office till such time that the Investor 1 Director returns to India. All references to the ‘Investor 1 Director’ in this Article201 (if the context so permits) shall be deemed to include a reference to the ‘Investor 1 Alternate Director’. All provisions applicable to an Investor 1 Director shall equally apply to Investor 1 Alternate Director appointed / proposed to be appointed in accordance with this Article201.

(c) For the appointment or a proposed replacement of Investor 1 Director, Investor 1 shall recommend 2 (Two) or 3 (Three) candidates (who are not otherwise disqualified for appointment as Director) to the Company accompanied with a list of directorships held by such candidates (as on such date), at least 7 (Seven) days prior to the date of



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the meeting of Board / General Meeting, where such appointment / replacement is to be decided and voted upon. Upon receiving such recommendations, the Company shall communicate its acceptance of one of such proposed candidates for appointment as the Investor 1 Director and such candidate shall be appointed as Investor 1Director.

(d) While such Investor 1 Director is a Director, such Investor 1 Director shall not be a director / observer in any of the Restricted Investees, except with prior consent of the Company. If Investor 1 ceases to be entitled to nominate an individual for appointment as Investor 1 Director on the Board, Investor 1 shall ensure that the individual so nominated by Investor 1 for appointment as Investor 1 Director resigns from the Board.

(3) The Party which had nominated a Director / alternate Director for appointment shall solely be entitled to remove the Director / alternate Director nominated by it, by notice to such Director / alternate Director and the Company. Any vacancy occurring with respect to the position of such Director shall be filled only by another nominee specified by the Party/Parties who had nominated such Director.

(4) The Investor 1 Director will keep all information and other materials provided to him, in relation to the Company and its Business, confidential, under a confidentiality agreement to be executed between such Person and the Company and will not divulge any such informationto a third party or use such information other than for carrying out the purposes for which the information is disclosed to him/her. The Investor 1 Director may disclose such information to Investor 1 so long as Investor 1 treats such information as confidential information in the manner agreed amongst the Company, the Promoters and Investor 1.

(5) Subject to Applicable Law, the Investor 1 Director shall not, jointly or individually, be liable for any default or failure of the Company in complying with the Act or Applicable Law. Subject to the provisions of the Act and Applicable Law, the Investor 1 Director shall not be identified as an “officer in default” of the Company.

(6) The Directors, including the Investor 1 Director, shall be indemnified up to the maximum extent permitted under Applicable Law. Subject to Applicable Law, the Investor 1 Director shall be indemnified by the Company against any liability incurred by the Investor 1 Director in defending any proceedings (which have been initiated against the Investor 1 Director in his / her capacity as a Director), whether civil or criminal, during the course of such proceedings. Provided, that Investor 1 shall procure that the Investor 1 Director reimburses the Company for such amounts if, in respect of such proceedings, a final non-appealable order / judgment is passed by a court or tribunal which: (A) is not given in his/her favour; or (B) convicts him/her in a criminal proceeding; or (C) in which relief is not granted to him/her. In this regard, while deciding upon a strategy to defend any such litigation or prior to initiating a new line of defence in such litigation, the Investor 1 Director shall consult with the Company. Upon the Investor 1 Director receiving a notice of any such proceeding having been initiated / threatened, he / she shall promptly notify the Company of the same and shall (i) consult with such Person / legal advisor, as the Company nominates in this regard and (ii) consider and take into account the suggestions / advice provided by such Person / legal advisor, prior to finalizing his/her strategy of defense in such proceedings or initiating a new line of defense (as the case may be).

(7) The Company shall procure and maintain, at all times, a directors’ and officers’ liability insurance policy, as per policy of the Company, which will be applicable to all Directors, including the Investor 1 Director.




(8) Committees

The Investor 1 Director shall be appointed to the Risk Committee and Asset Liability Management Committee of the Board.

(9) The Company shall disclose, to the Board or to the Risk Committee or Asset Liability Management Committee (as deemed appropriate by the Company), such matters, events or circumstances, which, in the Company’s reasonable opinion, may materially impair or materially adversely impact the Business or the Company.

202. Meetings of the Board

(1) The Board shall hold regular meetings at the registered office of the Company or at such other place as is acceptable to the Board at least once every quarter, and at least 4 (Four) such meetings shall be held in every calendar year provided that not more than 120 (One Hundred and Twenty) days shall intervene between 2 (Two) consecutive meetings of the Board. The notice and agenda for each meeting of the Board shall be sent to the Investor 1 Director and all other Directors at least 7 (Seven) days prior to such meeting. Subject to Applicable Law, meeting of the Board can be convened at a shorter notice period with the prior written consent of all the Directors.

(2) The quorum for all meetings of the Board shall require the presence of 1/3rd of the total strength of the Board or 2 (Two) Directors, whichever is higher, including at least 1 (One) Investor 1 Director (till such time that Investor 1 is entitled to nominate an Investor 1 Directorin accordance with the Amending Articles) and 1 (One) Promoter Director, unless waived in writing by the: (i) Investor in relation to Investor 1 Director; or (ii) Promoters in relation to the Promoter Director. The Company shall facilitate the holding of meetings by video or teleconference to the extent permitted under Applicable Law.

(3) In the event that the quorum as set forth in Article202(2) is not present at any meeting of the Board within half an hour of the scheduled time of the meeting, then such meeting shall stand adjourned to the same day in the following week (or if such day is not a Business Day, on the next following Business Day) at the same time and venue (“Adjourned Board Meeting”). Notice of the Adjourned Board Meeting shall be given to the Investor 1 Director and all other Directors. In the event that the quorum set forth in Article202(2) is not achieved at the Adjourned Board Meeting within half an hour of the scheduled time for the Adjourned Board Meeting, the Adjourned Board Meeting may proceed if the number of Directors present constitute quorum under Law. The Adjourned Board Meeting shall consider the same matters as were on the agenda for the meeting that was adjourned. Provided that, subject to Article200above, if the Investor 1 Director is not present at such Adjourned Board Meeting, no Affirmative Vote Matter shall be decided unless Investor 1 has communicated its consent in respect of such Affirmative Vote Matter prior to such meeting.

(4) A decision shall be said to have been made and a resolution passed at a meeting of the Board only if passed at a validly constituted meeting and if such decisions/resolutions are approvedby a majority of the Directors, which, unless otherwise mandated by Applicable Law or under Article205(1) below, shall mean approval by a majority of the Directors present (physically or through any other means permissible by Applicable Law) and voting at such meeting of the Board. The chairman of the Board shall have a casting vote on any matter taken up by the Board in its meetings.

(5) Circular Resolutions. No resolution shall be deemed to have been duly passed by the Board by circulation or written consent, unless the resolution has been circulated in draft, along with necessary papers (if any), to all the Directors by delivery, post or courier at their addresses



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registered with the Company in India or through electronic mail and majority of the Directorsapprove such resolution and, in case of Affirmative Vote Matters, such matter has been approved by Investor 1.

(6) All costs incurred by Investor 1 Director (including the cost of attending meetings of the Board and Committees) will be borne by the Company, as per the Company’s policy.

(7) The provisions of this Article202 shall apply mutatis mutandis to the meetings of the Committees.

203. Shareholders’ Meetings

(1) The Company shall hold at least 1 (One) General Meeting in any given calendar year. All General Meetings shall be governed by the Act and the Articles. The annual general meeting shall be held in each calendar year within 6 (Six) months following the end of the previous Financial Year. All General Meetings, other than annual general meeting shall be extraordinary general meetings.

(2) Prior written notice of 21 (Twenty One) clear days’ for a General Meeting shall be given to all the Shareholders; provided, that any General Meeting may be held on shorter notice in accordance with the provisions of the Act. All notices for the General Meeting shall be accompanied by an agenda setting out the particular business proposed to be transacted at such meeting.

(3) The quorum for a General Meeting shall be the presence, in person (or through authorized representatives, in case of Shareholders other than individuals), of such number of Shareholders as are required under the Act, provided that the presence of an authorized representative each of the Promoters and Investor 1 shall be necessary to constitute quorum, unless waived in writing by the Promoters or Investor 1 (as the case may be).

(4) In the event that the quorum as set forth above is not present at a General Meeting, then such General Meeting shall stand adjourned to the same day in the following week (or if such day is not a Business Day, on the next following Business Day) at the same time and venue (“Adjourned General Meeting”). In the event that the quorum set forth in Article203(3) is not achieved at the Adjourned General Meeting, the Adjourned General Meeting may proceed if the Shareholders present at such Adjourned General Meeting constitute quorum under Law. Provided that, subject to Article200 above, if Investor 1’s representative is not present at such Adjourned General Meeting, no Affirmative Vote Matter shall be decided, unless Investor 1has communicated its consent in respect of such Affirmative Vote Matter prior to such meeting.

(5) All resolutions proposed to be passed at a General Meeting shall be voted upon by way of a poll or electronically, in accordance with Applicable Law.

204. Management and Voting Rights

(1) The voting rights of every Shareholder on every resolution placed before the Company shall, to the extent permissible under Law, be equivalent to the percentage of the Share Capital on Fully Diluted Basis held by such Shareholder. Subject to Applicable Law, the holders of the Promoter Warrants and Investor 1 Partly Paid Shares / Investor 2 Partly Paid Shares shall be entitled to voting rights as if the Promoter Warrants had been fully exchanged for Equity Shares and the Investor 1 Partly Paid Shares / Investor 2 Partly Paid Shares were fully paid up Equity Shares, respectively.




(2) The Promoters and the Investors shall vote all of their Shares, give or withhold any consents requested of them and generally undertake their best efforts, on a bona fide basis, to cause the Company to perform and comply with its obligations under the Amending Articlesand otherwise agreed between Investor 1, the Company and the Promoters under any other document, subject to compliance with Applicable Law. Further, the Promoters, the Company and the Investors shall take such actions, as may be necessary (including exercising their votes at Shareholders’ Meetings, Board meetings or meetings of any Committees thereof, as relevant) to give effect to the provisions of, and to comply with their obligations under, the Definitive Agreements.

205. Affirmative Vote Rights of Investor 1

(1) Subject to Investor 1 and its Investor Nominees collectively holding the Rights Threshold Shares, the Company shall not approve (including at the meeting of the Board or Committee, General Meetings or otherwise) or undertake any of the Affirmative Vote Matters, unless Investor 1 has provided its consent in relation to such Affirmative Vote Matter.Subject to Applicable Law, Investor 1’s rights under Article205 shall be exercised by Investor 1 and not by the Investor 1 Director.

(2) Notwithstanding anything contained in this Article205(1), if a matter / corporate action falls within the exclusions to the Affirmative Vote Matters (as set out in Article 205(3)) and Investor 1’s affirmative vote is not required to be obtained for such matter / action (“Non AVM Matter”), then, any and all corporate actions / matters, which need to be undertaken in furtherance of, or pursuant to, or in order to carry out, such Non AVM Matter (despite such matter being listed in Article 205(3)), shall also not require the affirmative vote of Investor 1.For instance, if a rights issue is proposed to be undertaken at Fair Market Value and an alteration of the Charter Documents of the Company is required for increase of the authorised Share Capital in order to carry out such rights issue, an alteration of the Charter Documents of the Company required in this regard (for increasing the authorised Share Capital) would not require an affirmative vote of Investor 1.

(3) Affirmative Vote Matters shall mean the following matters:

(i) Issuance of securities by, or any change in capital structure of, the Company, other than:

(a) by way of rights issue at Fair Market Value of the Shares;

(b) by way of bonus issue;

(c) by way of an employees’ stock option plan / scheme (pursuant to which ESOPs are issued to Directors, officers and employees of the Company, other than Promoters, their Related Parties, the Key Person and his Affiliates);

(d) for maintaining the Company’s capital adequacy ratio of 15% (Fifteen Percent) (or such other capital adequacy ratio as may be required by Applicable Law), provided the pre-money valuation at which such investment is proposed to be made is not lower than the Post Money Valuation;

(e) pursuant to a subsequent series of investment by a third party (i.e. a Person other than the Promoters and Related Parties) in the Company provided the pre-money valuation at which such investment is proposed to be made is not lower than the Post Money Valuation. For avoidance of doubt, a preferential allotment to Promoters and Related Parties at a pre-money valuation which is higher than the Post Money Valuation would be governed by Article



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205(3)(viii)(a);

(f) pursuant to conversion of Promoter Warrants.

Provided that any preferential allotment of Dilution Instruments, other than as specified in Article 205(3)(i)(f) above, to the Promoters and Related Parties shall be subject to Article 205(3)(viii)(a);

(ii) Any change in the Share Capital other than for reasons mentioned in Article 205(3)(i);

(iii) Any corporate restructuring of the Company. For the purpose of this Article205(3)(iii), ‘corporate restructuring’ shall mean a merger, demerger, amalgamation, reconstruction, voluntary dissolution, liquidation, winding up, spin-off, hive-off, slump sale, change in legal status of the Company (except pursuant to an IPO), disposal of substantial assets except for sale/disposal of assets:

(a) which are repossession assets;

(b) for securitization purposes; or

(c) as may otherwise be required on account of the Business of the Company.

(iv) Varying rights of holders of any class of Shares.

(v) Commencing any non-financial services related new line of business which is different from the existing lines of the Company’s Business, whether through the Company or through any Subsidiary of the Company.

(vi) Subject to Article205(2) of the Amending Articles, alteration of Charter Documents of the Company (except pursuant to an IPO as contemplated under Article195(1) of the Amending Articles).

(vii) Appointment of a statutory auditor of the Company other than a Big Four Accounting Firm; and

(viii) Related party transactions undertaken by the Company or a WOS, other than those which are: (A) undertaken in the ordinary course of business; or (B) consistent with past practices. Provided that, the following related party transactions undertaken by the Company or a WOS shall require the affirmative vote of Investor 1:

(a) notwithstanding anything to the contrary contained in Article 205(3)(i), an issuance of Dilution Instruments by way of a preferential allotment solely to the Promoters and/or Related Parties (other than pursuant to conversion of Promoter Warrants). Any such issuance of Dilution Instruments by preferential allotment to the Promoters and/or Related Parties alongside a third party shall not require affirmative vote of Investor 1 so long as (X) such issuance is proposed to be made at a pre-money valuation which is not lower than the Post Money Valuation and (Y) the third party(ies) subscribe to 50% (Fifty Percent) or more of such proposed issuance of Dilution Instruments;

(b) buy-back or reduction of Share Capital which is specific to the Promoters or Related Parties;

(c) sale or lease of property with Related Parties other than:




(I) lease rental discounting or lease rental financing;

(II) such transactions: (A) which are on an arm’s length basis; (B) which have been discussed and approved by the Board or board of directors of the WOS (as relevant) and (C) in respect of which 3 (Three) quotations have been obtained from unrelated parties and are presented to the Board or board of directors of the WOS (as relevant) prior to the Board or board of directors of the WOS (as relevant) granting their approval;

(d) making of equity investments (or investments in securities which are convertible into equity) in a Related Party (which is not a Subsidiary), other than those which are in accordance with the investment policy of the Company or WOS (as relevant) and are discussed and approved by the Board or board of directors of the WOS (as relevant);

(e) providing of guarantees, security, comfort letters, pledge of investments held in other entities or put options to lenders or third parties, for or on behalf of Related Parties (other than Subsidiaries), unless the same is a fee based or a revenue generating activity for the Company or the WOS (as relevant).

Provided that, for the purposes of this Article 205, a Subsidiary of the Company or a WOS shall not be regarded as a ‘Related Party’.

206. Consultative Rights of the Investors

(1) For the purpose of the Amending Articles, any and all references to a ‘consultative right’ of an Investor with regard to any matter shall only require the Company or the Key Person to: (a) discuss such matter with such Investor to enable such Investor to provide its observations/suggestions on such matter; and (b) consider such Investor’s observations / suggestions on such matter. For the avoidance of doubt:

(i) such consultative right shall not, in any manner, be regarded as a requirement to obtain the affirmative vote or consent of such Investor or(in case of Investor 1) the Investor 1 Director on such matter;

(ii) the decision with regard to such matters shall ultimately be taken by the Board and/or Shareholders and/or such other Person as has been duly authorised to take such decision (as the case may be);

(iii) the outcome / decision on such matter need not commensurate with concerned Investor’s observations / suggestions on such matter;

(iv) any breach of a consultative right of an Investor shall not amount to an Event of Default.

(2) Investor 1 shall have a consultative right with regard to the following matters:

(i) any and all matters related to the IPO, including appointment of advisors, book running lead managers, Merchant Bankers, underwriters, legal counsel and transfer agents, composition of IPO offering (including proportion of the primary and secondary Shares forming part of the IPO) and price. There shall be no obligation on Investor 1 to sell Investor 1 Equity Securities held by it in an OFS unless Investor 1specifically agrees to do so;



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(ii) declaration of dividend;

(iii) incurring capital expenditure in excess of INR 100,00,00,000 (Indian Rupees One Hundred Crore); and

(iv) issuance of any Dilution Instruments by the Company (other than those which require affirmative vote of Investor 1 in accordance with Article205 above).

(3) So long as Investor 2 together with its Investor Nominees hold 9,84,456 (Nine Lakhs Eighty Four Thousand Four Hundred and Fifty Six) Shares on a Fully Diluted Basis, Investor 2 shall have a consultative right with regard to the following matters:

(i) Issuance of securities by, or any change in capital structure of, the Company, other than:

(a) by way of rights issue at Fair Market Value of the Shares;

(b) by way of bonus issue;

(c) by way of an employees’ stock option plan / scheme (pursuant to which ESOPs are issued to Directors, officers and employees of the Company, other than Promoters, their Related Parties, the Key Person and his Affiliates);

(d) for maintaining the Company’s capital adequacy ratio of 15% (Fifteen Percent) (or such other capital adequacy ratio as may be required by Applicable Law), provided the pre-money valuation at which such investment is proposed to be made is not lower than the Post Money Valuation;

(e) pursuant to a subsequent series of investment by a third party (i.e. a Person other than the Promoters and Related Parties) in the Company provided the pre-money valuation at which such investment is proposed to be made is not lower than the Post Money Valuation;

(f) pursuant to conversion of Promoter Warrants.

(ii) Any change in the Share Capital other than for reasons mentioned in Article 206(3)(i).

(iii) Any corporate restructuring of the Company. For the purpose of this Article 206(3)(iii), ‘corporate restructuring’ shall mean a merger, demerger, amalgamation, reconstruction, voluntary dissolution, liquidation, winding up, spin-off, hive-off, slump sale, change in legal status of the Company (except pursuant to an IPO), disposal of substantial assets except for sale/disposal of assets:

(a) which are repossession assets;

(b) for securitization purposes; or

(c) as may otherwise be required on account of the Business of the Company.

(iv) Varying rights of holders of any class of Shares.

(v) Commencing any non-financial services related new line of business which is different from the existing lines of the Company’s Business, whether through the Company or through any Subsidiary of the Company.

(vi) Appointment of a statutory auditor of the Company other than a Big Four Accounting Firm.




207. Investors’ Rights in Subsidiaries & Affiliates

(1) Investor 1 will have governance related rights only in the Company and strictly in accordance with the provisions of Articles 201, 202, 203, 204, 205, 206(1)and 206(2) hereunder and will not have any management, voting or any other rights (except to the extent expressly specified in Articles205(3)(v)and 205(3)(viii)in any existing or future Subsidiaries and/or other Affiliates of the Company.

(2) Investor 2 will have consultative rights only in the Company and strictly in accordance with the provisions of Articles206(1) and 206(3) and will not have any management, voting or any other rights in any existing or future Subsidiaries and/or other Affiliates of the Company.

208. Liquidation Preference

Upon occurrence of a Liquidation Event, the Investors will be entitled to receive a pro ratashare of distribution in the liquidation proceeds on a pari passu basis with other Shareholders.

209. Information Rights

(1) Until the earlier of: (i) Investor 1 and Investor 1 Affiliates ceasing to collectively hold 28,36,911 (Twenty Eight Lakhs Thirty Six Thousand Nine Hundred and Eleven) Equity Shares and/or Investor 1 Partly Paid Shares (regardless of the amount paid on Investor 1Partly Paid Shares) on a Fully Diluted Basis; or (ii) the occurrence of an IPO, the Company shall furnish, to the Investor 1 Director and the Investors, the following information in respect of the Company:

(i) quarterly MIS statements, in the form prepared by the Company, within 30 (Thirty) Business Days from the end of each quarter;

(ii) Quarterly Financial Statements within 30 (Thirty) Business Days, in the form prepared by the Company, from the end of each quarter;

(iii) Half Yearly Financial Statements within 45 (Forty Five) Business Days from September 30 or March 31, as the case may be;

(iv) Audited Financial Statements (consolidated and standalone), within 90 (Ninety) Business Days from the end of each Financial Year;

(v) minutes of General Meetings or meetings of the Board, Risk Committee or Asset Liability Management Committee within 15 (Fifteen) Business Days from the date of such meeting / General Meeting.

210. EVENTS OF DEFAULT

(1) Default by the Company and/or the Promoters

(i) The occurrence of any of the following events (which, if capable of being cured, is not cured within a period of 45 (Forty Five) days from the date of receipt of a notice to such effect by the Company and the Promoters) shall be an “Event of Default”:

(a) In case of Investor 1:

(i) breach by the Company or the Promoters of Article205 (Affirmative Vote Rights of Investor 1), Article194(1) (Transfer of Shares by the Promoters), Article193 (Further Issue of Shares), Article 197



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(Covenants of the Promoters and the Company), Article198 (MFN Right of Investor 1) or Investor 1’s right to appoint an Investor 1 Director in accordance with Article201(2), in each case, of the Amending Articles; or

(ii) such other breaches as are agreed between Investor 1, the Company and the Promoters.

(b) In case of Investor 2, such breaches as are agreed between Investor 2, the Company and the Promoters.

(ii) Upon occurrence of an Event of Default vis-à-vis an Investor, the following consequences shall apply:

(a) All obligations of such Investor under the Amending Articlesand otherwise agreed between Investor 1, the Company and the Promoters under any document,shall cease to subsist. Provided that, other than as specifically permitted in Article194(2)(iv) above, such Investor and/or its Investor Nominees shall not, at any time, Transfer Investor Equity Securities, held by them and/or any or all of its Investor Rights, to a Restricted Party. The restrictions in Article 194(3)shall apply to any such Transfer / proposed Transfer of Investor Equity Securities by an Investor and/or its Investor Nominees and an Investor/ its Investor Nominees shall not be permitted to circumvent, avoid or, in any other manner, disregard the restrictions under this Article by one or more of the methods / mechanisms specified in Article 194(3); and

(b) Such Investor shall be entitled to exercise its rights specified in Article196(3)(Sale of Investor Equity Securities) above.

(2) Default by Investor

(i) The occurrence of any of the following events (which, if capable of being cured, is not cured within a period of 45 (Forty Five) days from the date of receipt of an Investor Default Notice by the concerned Investor) shall be an “Investor Event of Default”:

(a) If, on the part of Investor 1: (I) breach of Articles 194(2) (Transfer of Shares by Investor) or (II) breach of Article 199 (Investor’s Right to Invest); or (III) such other breaches as are agreed between Investor 1, the Company and the Promoters.

(b) If, on the part of Investor 2: (I) breach of Article 194(2) (Transfer of Shares by Investor); or (II) such other breaches as are agreed between Investor 2, the Company and the Promoters.

(ii) Upon occurrence of an Investor Event of Default on the part of an Investor, asapplicable, the Promoters shall be entitled to exercise the following rights and the following consequences shall apply:

(a) The Promoters shall have the right to require such Investor and its Investor Nominees to sell, either to the Promoters or any of their nominee(s), all Investor Equity Securities held by such Investor and its Investor Nominees of the Investor(“Investor Call Shares”), at Fair Market Value as on the date of the Call Notice, by issuing a notice to such Investor to such effect (“Call




Notice”) within 90 (Ninety) days of occurrence of the Investor Event of Default. Upon the receipt of the Call Notice, such Investor shall be under an obligation to promptly Transfer and/or cause the Transfer of Investor CallShares, free from Encumbrances (other than any Encumbrances under the Amending Articles), to the Promoters or any of their nominees. The Promoters or their nominees shall purchase the Investor Call Shares within a period of 120 (One Hundred and Twenty) days or such extended period (as is determined in accordance with Article210(2)(ii)(d) below), from the issuance of the Call Notice. Such Investor and/or its Investor Nominees (as applicable) shall provide representations and warranties and indemnities in favour of the Promoters or their nominees (as the case may be), with respect to: (a) such Investor and/or its Investor Nominees (as applicable) having the title, right, interest and ownership of the Investor Call Shares; and (b) no Encumbrance having been created by such Investor and/or its Investor Nominees (as the case may be) in favour of any third party, over the Investor Call Shares (other than under the Amending Articles). The Investor shall bear all costs and expenses of the Big Four Accounting Firm which determines the Fair Market Value and stamp duties (if any) in relation to Transfer of the Investor CallShares from the Investor to the Promoters. The Promoters and the Investorshall bear their respective Taxes applicable to such Transfer and their respective costs and expenses.

(b) The Promoters’ rights under this Article210(2), with regard to an Investor,shall lapse if (a) the Promoters fail to issue the Call Notice within 90 (Ninety) days of the occurrence of an Investor Event of Default (on the part of such Investor); or (b) after having issued the Call Notice, the Promoters fail to purchase Investor Call Shares, on account of reasons solely attributable to them, within a period of 120 (One Hundred and Twenty Days) or such extended period (as is determined in accordance with Article210(2)(ii)(d)below) from the date of issuance of the Call Notice.

(c) Notwithstanding anything to the contrary contained in the Amending Articles, all the Investor Rights of the concerned Investor shall terminate and(in case of Investor 1)Investor 1 shall inter alia cause the Investor 1 Director to resign from the Board.

(d) In the event any Governmental Approvals are required for the purchase of Investor Call Shares, the Person required to seek such Governmental Approval shall make its best efforts to obtain such Governmental Approvals within the timelines set out in this Article210(2)(ii) for the purchase of Investor Call Shares. In the event any Governmental Approval is not obtained within the timelines set out above, the timeline for obtaining such Governmental Approval and completing the purchase contemplated in this Article210(2)(ii)shall stand extended: (A) by a period of 45 (Forty Five) days or such other extended period as may be mutually agreed between the Promoters and the concerned Investor; or (B) until receipt of the Governmental Approval, whichever is earlier.

211. DISPUTE RESOLUTION

(1) If any dispute, controversy or claim between the Parties arises out of or in connection with these Articles, which the Parties are unable to resolve dispute amicably within 15 (Fifteen) days of service of a notice of dispute (or such longer period as the Parties may mutually agree), the same shall be referred to final and binding arbitration in accordance with the terms of Article211(2) below.



Hero FinCorp Ltd.98

(2) The arbitration shall be conducted by a sole arbitrator mutually appointed by the disputing Parties. If the sole arbitrator is not appointed within 15 (Fifteen) days from the expiry of the Dispute Settlement Period, then the arbitration shall be conducted by an arbitration panel which shall consist of 3 (Three) arbitrators. The claimant(s) shall be entitled to appoint 1 (One) arbitrator, the defendant(s) shall be entitled to appoint 1 (One) arbitrator and the 2 (Two) arbitrators so appointed by the disputing Parties shall jointly appoint the third arbitrator. The arbitrators shall decide the Dispute strictly in accordance with Indian law. The arbitration shall be conducted in accordance with the Rules of Singapore International Arbitration Centre, which rules shall be deemed to have been incorporated herein by reference. All proceedings of such arbitration and the arbitration award shall be in the English language. The seat and venue of the arbitration shall be New Delhi, India. Any arbitration award rendered shall be final, binding and not subject to any form of appeal. Each Party shall bear its own out of pocket expenses (including attorneys’ fees) incurred by it. Judgment upon any arbitration award rendered hereunder may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order ofenforcement, as the case may be.

(3) The existence of a dispute, or the commencement or continuation of arbitration proceedings shall not, in any manner, prevent or postpone the performance of those obligations of Parties under these Articles which are not in dispute.

(4) Nothing in the Amending Articles shall preclude a Party from seeking interim or equitable relief or both. The pursuit of equitable or injunctive relief shall not be waiver of the right of the Parties to pursue any other remedy or relief through arbitration in accordance with this Article211.




We, the several persons, whose names, addresses and descriptions are subscribed hereunder are desirous of being formed into a Company in pursuance of these Articles of Association:

Name, address, description and occupation of each Subscriber

Signature of Subscriber

Names, address, description and occupation of the witness

1. HERO HONDA MOTORS LIMITEDRegd. Office: 34, Community CentreBasantLok, VasantVihar, New DelhiThrough: BRIJMOHAN LALL MUNJALS/o LATE SH. BAHADUR CHANDR/o B-109, Greater Kailash-1, N. DelhiBusiness

Sd/-

2. O.P. MUNJAL S/o LATE SH. BAHADUR CHANDR/o 26, Model Town, Ludhiana Business

Sd/-

3. PAWAN KANT MUNJALS/oSH.BRIJMOHAN LALL MUNJALR/o B-109, Greater Kailash-1, N. DelhiBusiness

Sd/-

4. RENU MUNJALW/o LATE SH. RAMAN KANT MUNJALR/o B-109, Greater Kailash-1, N. DelhiBusiness

Sd/-

5. YOGESH MUNJALS/o SH. SATYANAND MUNJALR/o D-140, East of Kailash, N. DelhiBusiness

Sd/-

6. ASHOK KUMAR MUNJALS/o LATE SH. DAYANAND MUNJALR/o S-323-A, Panchshila Park, N. DelhiBusiness

Sd/-

7. KARNA SINGH MEHTAS/o SH. J.S. MEHTA,R/o C-70, Panchsheel Enclave, N. DelhiChartered Accountant.

Sd/-

Place: New Delhi Dated: 30.11.1991

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