THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

LIVOSO TECHNOLOGIES PRIVATE LIMITED

1. Application of Table “F”

Regulations in Table F in the First Schedule to the Companies Act, 2013 shall apply
to this Company except in so far as they are inconsistent with any of the
provisions contained in these Regulations and except in so far as they are
hereinafter expressly or impliedly excluded or modified.

2. INTERPRETATION

“The Company or This Company” means LIVOSO TECHNOLOGIES PRIVATE

LIMITED.
“The Act’s

“The Act” means the Companies Act, 2013 or any statutory modifications or
reenactment thereof for the time being in force.

“Articles”

“Articles” means the Articles of Association of a company as originally framed or

as altered from time to time or applied in pursuance of any previous company law
or of the Companies Act, 2013.

1
“Beneficial Owner” means the beneficial owner as defined in the Depositories
Act, 1996.

“Board of Directors” or “Board”

“Board of Directors” or “Board” in relation to company, means the collective body

of the directors of the company.

“Depository” means the depositary as defined in the Depositories Act, 1996.

“Depositories Act” means the Depositories Act, 1996 and any statutory
modification and re-enactment thereof.

“Director”

“Director” means a director appointed to the Board of a company.

“Headings”

The headings hereto shall not affect the construction thereof save as aforesaid,
any words or expressions used in these Articles, shall bear the same meaning and
as defined in the Act or General Clause, if not inconsistent with the subject or
context of these Articles.

“Member”

“Member,” in relation to a company, means –

i. the subscriber to the memorandum of the company who shall be deemed

to have agreed to become member of the company, and on its registration,
shall be entered as member in register of members;
ii. every other person who agrees in writing to become a member of the
company and whose name is entered in the register of member of the
company;
iii. every person holding shares of the company and whose name is entered as
a beneficial owner in the records of a depository;

2
 “Officer”

“Officer” includes any director, manager or key managerial personnel or any person
in accordance with whose directions or instructions the Board of Directors or any
one or more of the directors is or are accustomed to act.

“Seal”

“The Seal” means the Common Seal of the Company.

“Securities”

“Securities” means the securities as defined in clause (h) of section 2 of the Securities
Contracts (Regulation) Act, 1956.

“Shares may be held in Depositary”

The Company may dematerialize / rematerialize its shares pursuant to Depositaries

Act and offer its shares as subscription / allotment in a dematerialized form the
provisions of the Articles of Association of the Company shall not apply to the
shares held with the depositary in dematerialized form.

“Issue, transfer, transmission of shares under the Depositories Act”

The provisions of the Depositories Act shall apply in respect of the issue, transfer and
transmission held by member with the Depository.

3. PRIVATE COMPANY

The Company is a private Company within the meaning of Section 2(68) of the
Companies Act, 2013.

“private company” means a company having a minimum paid-up share capital of One
Lakh rupees or such higher paid-up share capital as may be prescribed, and which
by its articles –

3
 i. restrict the right to transfer its shares;
ii. limits the number of its members to two hundred;

Provided that where two or more persons hold one or more shares in a company
jointly, they shall, for the purpose of this clause, be treated as a single member;
Provided further that –

(A) persons who are in the employment of the company and;

(B) persons who, having been formerly in the employment of the company,
were members of the company while in that employment and have
continued to be members after the employment ceased, shall not be
included in the number of members; and

iii. prohibits any invitation to the public to subscribe for any securities of the
company;

4. AMOUNT OF CAPITAL

The Authorized Share Capital of the Company is as stated in Clause V of the

Memorandum of Association of the company.

a) The company shall have power, at any time and from time to time, to increase
or reduce its capital, any of the said shares and any new shares may, at any
time and from time to time, be divided into shares of several classes in such
manner as per the resolution passed in the general meeting; the company may
prescribe and the shares of each class may confer such preferred or other
special rights and privileges and impose such restrictions and conditions
whether in regard to dividend, voting, return of capital or otherwise as will be
prescribed in or under the articles of association.

In case of increase of share capital or any case whatsoever when the company
creates or issues new shares of any description the directors shall have
absolute rights of allotment of such shares to existing shareholders or their
nominees on such terms and conditions and in such manner as they deem fit
and subject to the manner provided in section 23 of the Companies Act, 2013.

4
5. Preference Shares

The Company shall, subject to provisions of Section 55 of the Act have power to
issue preference shares redeemable within a period of 20 years.

6. Alteration to Memorandum

The Company shall have power to alter the conditions of the Memorandum as
per the provisions of The Companies Act, 2013.

SHARES AND CERTIFICATES

7. Shares in the control of the shareholders of the company

Subject to the provisions of the Act and these Articles, the share in the capital of
the Company for the time being (including any shares forming a part of any of
increased capital of the Company) shall be under the control of the shareholders
who may delegate the powers to directors of the company to issue, allot or
otherwise dispose off the same or any of them to such persons, in such
proportion and at premium or at par or subject to compliance with provisions of
section 54 of the Companies Act,2013 at a discount and at such times as they may
from time to time think fit and proper and with full power to give any person the
option to call for or be allotted shares of any class of the Company either at par or
at a premium for subject as aforesaid at discount with option being exercised at
such time and for such consideration as the shareholders think fit. The Directors
on receipt of authority from the shareholders may allot and issue shares in the
capital of the Company in payment or part payment for any property sold and
transferred or for services rendered to the Company or the conduct of its
business or for any other consideration and any shares so allotted may be issued
as fully paid up and/or partly paid up shares. The Company shall have the power
to issue shares having disproportionate voting rights.

8. Shares held jointly

If the shares are held in the name of two or more jointly, then the person first
named in the Register of Members shall for all the purposes except voting and

5
transfer, be deemed to be sole holder thereof. But the joint holders are severally
and jointly liable for all purposes.

CALLS
9. Call on Shares

The Board may from time to time subject to the terms on which the shares may
have been issued or allotted by resolution make such calls in respect of any
monies unpaid on respective shares (whether on account of nominal value of the
shares or by way of premium) as it thinks fit, upon the members in respect of the
monies unpaid on their shares made payable at fixed time and places after 14
days notice.

10. When deemed to be made

A call, if not decided otherwise, shall be deemed to have been made from the
date of the Board Resolution to the members whose name is on the Register of
Members on the particular date as may be decided by the Directors.

11. Revocation/ Postponement of call

The Board may at its discretion revoke or postpone the call or may extend the
date of payment thereof, or may change such interest as they may think fit.

12. Calls in advance

The Board may, if decided, receive call in advance without any extra privilege
about voting, and the advance call shall carry interest rate as may be decided by
the Board.

13. To accept unpaid share capital although not called up

The board may accept from any member, the whole or a part of the amount
remaining unpaid on any shares held by him, even if no part of that amount has
been called up.

6
 TRANSFER AND TRANSMISSION OF SHARES

14. Restriction on transfer

Subject to the approval of the Board of Directors none of the shares in the
Company be transferred except to a member or a person of the choice of the
Board.

15. Exception

The Board shall not refuse any transfer of shares by a member to his spouse,
father, mother, and brother, sister or to his lineal descendants or any other
transfer merely for the purpose of affecting the appointment of New Trustees or
to the beneficiary by Trustees.

16. Consideration
In the event of any dispute of consideration of transfer the consideration shall
decide as per clause in the Shareholders Agreement and in the absence of any
shareholder agreement the consideration shall be decided as per the report of
Registered Valuer.

17. Refusal of transfer

Excluding the transfers as provided in Article No. 14 and 15, the Board will have
discretionary powers to decline the transfer of shares, on such reasons as may be
thought fit by the Board in the interest of the Company. In the event of the whole
of the said shares not being sold as per above provisions the Board may arrange
to transfer the shares not so sold to any person who need not be a member.

18. Transmission of shares

i. On the death of a member, the survivor or survivors where the member

was a joint holder, and his nominee or nominees or legal representatives
where he was a sole holder, shall be the only persons recognized by the
company as having any title to his interest in the shares.

7
 ii. Nothing in clause (i) shall release the estate of a deceased joint holder from
any liability in respect of any share which had been jointly held by him with
other persons.

GENERAL MEETINGS

19. General Meetings

Any General Meeting can be convened by giving clear 21 days notice which can be
sent personally or registered post or speed post or by courier service or through
any kind of electronic mode.

Provided that a general meeting can be called after giving a shorter notice if consent
is given in writing or by electronic mode by not less than ninety-five per cent of
the members entitled to vote at such meeting.

20. Quorum

Two members personally present at the commencement of the General Meeting shall
be the Quorum, which if not adjourned for want of the quorum shall be chaired
by the Chairman of the Board, failing by him such other Director or member as
may be decided at the Meeting.

21. Business to be transacted

At the General Meeting no business other than stated in the Notice calling the said
meeting be transacted and such business shall subject to the provisions of the
Act, be decided by resolution by show of hands or by poll if demanded and the
Chairman’s decision shall be conclusive.

22. Voting

The Members on whose shares call or installment is in arrears cannot vote at the
General Meeting in person or by proxy. The chairman of the meeting shall be the
authority to decide validity of vote. Proxy shall not be entitled to speak at the
meeting. Proxy shall not be a member of the company.

8
23. Directors

“directors” means director appointed to the Board of a Company.

24. Number of Directors

The number of Directors shall not be less than two and shall not be more than
fifteen.

25. First Directors

The first Directors shall be: -

1. MR. KALI PRASAD RATH

2. MS. GITANJALI MISHRA

The first directors shall not be liable to retire by rotation.

26. Qualification Shares

Directors shall not be required to hold qualification shares.

27. Appointment of Key Managerial Personnel

The Board shall be entitled to appoint any person as Key Managerial Personnel
whose terms of appointment shall be decided by the Board, subject to the
provisions of the Act.

MANAGING DIRECTOR,WHOLE TIME DIRECTOR & MANAGER

28. Managing Director, Whole Time Director & Manager

a) The Director may, from time to time, appoint one or more of their body to
be Managing Director, Joint Managing Director or Whole time Director as
the case may be, or a manager of the Company for a fixed term not
exceeding 5 years at a time for which he or they, is or are to hold office

9
 and may from time to time(Subject to the provisions of any contract
between him and the Company)remove or dismiss him or them from office
and appoint another or others in his or their place or places. A retiring
Managing Director, Joint Managing Directors or Whole Time Directors may
be reappointed subject to the provisions of the Act. The Managing
Director, Joint Managing Director or Whole Time Directors as the case may
be, shall not while he or they continues or continue to hold that office, be
subject to retirement by rotation and shall not be reckoned as Director/s
for the purpose of determining the number of Directors to retire by
rotation. But he or they shall ipso-facto cease to be Managing Director,
Joint Managing Director or Whole Time Director as the case may be, if he
or they cease to hold office of Director/s for any cause.

b) Subject to the provisions of the Companies Act 2013 notwithstanding anything

to the contrary contained in these Articles, any Financing Company or
Body Corporate or Bank or Insurance Corporation (hereinafter referred to
as “the Financial Institution”) shall have a right to appoint, remove,
reappoint, substitute from time to time, its nominee(s) as a Director(s)
(hereinafter referred to as “Nominee Director”) on the Board of the
Company, so long as any moneys remain owing to them or any of them by
the Company, out of any Financial Assistance granted by them or any of
them to the Company by way of loan and/or as a result of underwriting or
direct subscription and/or any Liability of the company arising out of the
guarantee furnished by the Financial Institution on behalf of the Company
remains outstanding.

c) The Nominee Director so appointed shall not be required to hold any

qualification shares in the Company nor shall he / they be liable to retire
by rotation. The Board of Directors of the Company shall have no power to
remove from office the Nominee Director(s) so appointed. Subject to the
aforesaid, the said Nominee Director(s) shall be entitled to the same rights
and privileges including receiving of notice, copies of the minutes, sitting
fees, etc. as any other Director of the Company is entitled.

d) The sitting fees in relation to such Nominee Director shall accrue to the
Bank/Financial Institution and the same shall accordingly be paid by the
Company directly to such Bank / Financial Institution. Bank or the Financial

10
 Institution shall be entitled to depute observer to attend the meetings of the
Board or any other Committee constituted by the Board.

e) The Nominee Directors shall notwithstanding anything to the contrary

contained in the Articles, be at liberty to disclose any information obtained
by him / them to the bank / Financial Institution appointing him / them as
such Director(s).

29. Sitting Fees

The Directors may be paid a sum not exceeding such sum as may be prescribed under
per Rule 4 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 from time to time, for attending the meetings of the Board
or of the sub-committee thereof in addition to the actual expenses incurred for
attending the meetings.

30. Special Remuneration

Any Director who serves on any committee or who devotes special attention to the
business of the Company or who otherwise performs services which in the
opinion of the Directors are outside the scope of the ordinary duties of the
Director, may be paid such extra remuneration by way of salary, commission,
percentages of profit or otherwise as the Directors may determine.

31. Retirement

None of the directors of the company are liable to retire at every Annual General
Meeting.

POWERS OF DIRECTORS

32. Directors to manage the affairs of the Company

The Director shall have the power of complete management of the Company’s affairs
inter alia regarding shares, loans, investment and to exercise all such powers and
to do all things and acts, as the Company is authorized to do by its Memorandum
of Association or required to be exercised under statute or Articles

11
for the benefit of Company’s business but subject to the provisions of the
Companies Act, 2013, these Articles or any direction given by the members in the
General Meeting.

33. Partnership

Whenever it is decided in the interest of the Company to enter into partnership or

to amalgamate or merge with or to take over any individual, firm, undertaking
organization or Company, the Board can authorize any of its directors to sign and
execute partnership deed, amalgamation agreement, merger agreement, or
takeover agreement and other documents and accept all rights and obligations of
the other party on behalf of the Company.

BORROWING POWERS

34. Borrowings
The Board may borrow funds for the purpose of the Company by deposit, loans or
issue of bonds, debentures, convertible bonds or in any other form either
unsecured or on such security and on such terms and conditions as may be
decided by the Board subject to the provisions of section 180 of the Companies
Act, 2013.

PROCEEDINGS OF THE BOARD OF DIRECTORS

35. Board Meetings

For the conduct of business from time to time the Board shall meet a minimum
number of four times every year in such a manner that not more than one
hundred and twenty days shall intervene between two consecutive meeting of
the Board. The quorum shall be one-third of its total strength or two Directors
whichever is higher.

36. Chairman
Every Board meeting duly constituted, if not adjourned for want of quorum, shall
be chaired by the Chairman or other Directors as may be agreed upon and shall
decide any business by simple majority.

12
37. Circular Board Resolution

The Board can pass resolutions by circulation provided it is duly circulated along
with papers and is approved by majority and by such number of Directors as are
required for quorum.

38. Delegation of Powers

The Board may delegate any of its powers to a committee of the Board
constituted or to any other person as may be decided and such committee
meetings shall be governed in the same manner as that of the Board Meetings.

39. General Authority

Where it has been provided in the Act that the company shall have any right,
privilege or authority or that the Company could carry out any transactions only if
the Company is so authorized by its Articles, then and in that case this Regulation
hereby authorizes and empowers the Company to have such right, privilege or
authority and to carry out such transaction as have been permitted by the Act
without there being any specific Regulation in that behalf herein provided. Few
illustrations of such rights, privilege, authorities and transactions are set out with
relevant Sections:
Section 40 to pay commission on subscription to its securities Section 55 to issue
Redeemable Preference Shares
Section 50 to accept unpaid share capital although not called up and to pay
interest on such amount at a rate, which may be determined by the Board
Section 51 to pay dividend in proportion to amount paid-

up Section 61 to alter the share capital of the Company

Section 66 to reduce the share capital

Section 161 to appoint additional Directors, Nominee Directors, etc.
Section 163 to adopt proportional representation for the appointment of
Directors.

13
 SEAL

40. Seal and its custody

The Board shall provide for a Common Seal of the Company and for the safe
custody of the same. It shall be used only with the authority of a resolution of the
Board and be affixed on any instrument in the presence of any one Director or
such other person as may be authorized. The Company can have an official Seal
for use abroad.

DIVIDEND

41. Dividend

Subject to the provisions of the Act, the dividend should be paid out of the profits
at the rate declared at the General Meeting but not exceeding as recommended
by the Board in proportion to the capital paid up on shares after providing for
depreciation.

42. Reserves

Before recommending any dividend the Board may set aside certain amount of
profits as Reserves, which shall be applied in the manner as may be from time to
time decided by the Board. The Board can carry forward the profits without
declaring dividend or can declare interim dividend without general meeting
resolution.

43. Mode of payment of Dividend

Dividend may be paid by cheque or warrant payable to the member whose name
appears on the Register of Members in a particular day as may be decided by the
Board.

14
 CAPITALIZATION

44. Capitalization

Subject to the provisions of the Act if resolved at the general meeting any monies,
investments or assets forming part of undivided profits standing to the credit of
reserve fund at the disposal of the Company and available for dividends or as
share premium account may be capitalized and distributed among the members
who are entitled for dividend and in the same proportion, be applied to make the
partly paid shares as fully paid for in issuing fully paid bonus shares or partly in
one way and partly in the other.

ACCOUNTS

45. Proper Books of Accounts

The Company shall keep at its Registered Office or such other place as may be
decided by the Board, books of accounts giving true and fair view of the state of
affairs of the Company.

46. Annual Accounts

Board shall cause to be prepared and placed before the Company in Annual
General Meeting audited Balance Sheet and Statement of Profit and Loss
Account, copy of which should be sent to all the members entitled thereto along
with the notice of the meeting. Accounts once adopted may be amended at a
later meeting of the shareholders by ordinary resolutions.

AUDIT
47. Audit of Accounts

The Auditors appointed as per the provisions of the Act shall audit the Accounts
of the Company. Subject to the Article 45, the Accounts when audited and
approved at the Annual General Meeting shall be conclusive.

15
48. Sweat Equity Shares

Subject to the provisions of Section 54 of the Companies Act, 2013 and other
applicable provisions, the Company shall have power to issue the Sweat Equity
Shares.

49. Employees Stock Option

The Company may form and execute Employees Stock Option Scheme as per the
guidelines issued by Ministry of Corporate Affairs and/or SEBI and other rules and
regulations as may be applicable from time to time.

50. Buy Back of Shares

Notwithstanding anything contained in these articles, the company shall, to the

extent permitted by the Act and applicable rules and regulations, have the right to
buy back its own shares or other specified securities out of its free reserves or
security premium account or the proceeds of any shares or other specified
securities or otherwise as permissible, subject to and in accordance with the
applicable provisions of the Companies Act, 2013 and the rules and regulations as
may be prescribed there under.

51. Postal Ballot

Notwithstanding anything contained in these Articles of Association, the Company

in case of resolutions relating to such business as the Central government may, by
Rule /notification declare to be conducted only by postal ballot, shall get such
resolution passed by means of postal ballot, instead of transacting the business at
General Meeting of the Company, subject to the provisions of Section 110 of the
Act and applicable rules as may be prescribed from time to time.

52. Powers of the Board

Subject to the provisions of the existing companies act and as emended from time
to time Board may determine and approve the buyback of shares or other
16
securities not exceeding 10% or such other percentage as may be prescribed of
total paid up equity capital and/or free reserves of the Company.

53. Secretary

The Directors may from time to time on such terms and conditions appoint or
remove any individual or firm to perform any functions required to be performed
by Secretary or Manager under the Act and to execute such other as may be
decided by the Board.

SHAREHOLDERS AGREEMENT

54. Effect of Shareholders Agreement

Subject to the provisions of the Companies Act, 2013 the terms and conditions in
shareholders’ agreement shall prevail over the Articles of the Company.

WINDING UP

55. Distribution in specie on winding up

The liquidator on any winding up (voluntary or compulsory) may with the sanction
of a special resolution but subject to the rights attached to any preference share
capital, divide among the contributories in specie 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 benefit of the contributories as the
liquidator with the like sanction may think fit.

INDEMNITY AND RESPONSIBILITY

56. Indemnity

Subject to the provisions of the Act, the Directors, Secretary, Auditors, and every
other officer for the time being of the Company and any trustee for the time
being acting in relation to any of the affairs of the Company and their heirs,
executors and administrators respectively shall be indemnified out of the affairs
of the Company from and against all suits, proceedings, costs, charges, losses and

17
expenses which they or any of them shall or may incur or sustain by reason of any
act done or omitted in or about the execution of their duty in their respective
office of trust, except such (if any) as they shall incur or sustain by or through
their own willful neglects or defaults respectively, and no such officer or trustee
shall be answer able for the acts, receipts, neglects or defaults of any other officer
or trustee or for joining in any receipt for the sake of conformity or for the
solvency or honesty of nay bankers or other persons with whom any nominees, or
effects belonging to the Company may be lodged or deposited for safe custody or
for any insufficiency, deficiency of any security upon which any monies of the
Company shall be invested for any other loss or damage due to any such causes as
aforesaid or which may happen in or about the execution of his office or trust
unless the same shall happen through the willful neglect or default of such officer
or trustee.

57. Secrecy

Every Director, Secretary, Auditor and any other officer or employee of the
Company shall, if so required by the Directors, before entering upon duties, sign a
declaration pledging to observe a strict secrecy in respect of all the affairs of the
Company.

58. Secrecy Restriction

Subject as conferred by law no member shall be entitled to visit or inspect any

accounts, books, documents or works of the Company without the permission of
the Directors or require discovery of any of the Company trade secrets, process or
any other matter which would in the opinion of the Directors be expedient in the
interest of the Company not to the Directors.

18
 Subscriber Details

S. DIN/PAN/Passport
Name, Address, Description and Occupation Place DSC Dated
NO Number

1 KALI PRASAD RATH 03118628 PUNE 19/01/2018

B2-213BBHC PALM HAVEN DODDABELE COLONY
KENGIRI,BEHIND RR MEDICAL COLLEGE
BANGALORE-560060.
OCCUPATION-BUSINESS
2 GITANJALI MISHRA 06922292 PUNE 19/01/2018
SHASTRINAGAR 1 LINE
GOSANINUAGAON, BRAHMAPUR
SADAR,ORISSA-760003.
OCCUPTAION-BUSINESS

Signed Before Me
DIN/PAN/
Passport
Name Address, Description and Occupation Number/ Place DSC Dated
Membership
Number
JOYSHISH 5,VINAYAK SMRUTI,GHODKE 107546 PUNE 19/01/2018
FCA AMARENDRANATH SQAURE,PRABHAT
MAITRA ROAD,DECCAN,PUNE-411004.
CHARTERED ACCOUNTANT

Checkform Modify

Page 11 of 11