SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalized terms used in this section have the meaning that has been given to such terms in the Articles of
Association. Pursuant to Schedule I of the Companies Act 2013 and the SEBI ICDR Regulations, the main
provisions of the Articles of Association of our Company are detailed below:

(*Change of Status from Private to Public approved by special resolution passed at the Extra Ordinary General
Meeting held on 30/04/2018)

The Articles of Association of the Company comprise two parts, Part A and Part B, of which Part A shall be
effective immediately upon the listing and commencement of trading of Equity Shares on the Stock Exchanges
pursuant to the Offer. Until the listing and commencement of trading of Equity Shares on a recognized stock
exchange pursuant to the Offer, provisions of Part B shall be applicable. However, upon listing of the Equity
Shares on the Stock Exchanges pursuant to an initial public offering of the Equity Shares, Part B shall
automatically stand deleted, not have any force and be deemed to be removed from the Articles of Association
and the provisions of the Part A shall automatically come in effect and be in force, without any further corporate
or other action by the Company or its shareholders.

Part A**

“The following regulations comprised in these Articles of Association were adopted pursuant to members’
resolution passed at the Extraordinary general meeting of the Company held on 30‘ April, 2018 in substitution
for, and to the entire exclusion of, the earlier regulations comprised in the extant Articles of Association of the
Company.

 

 

 

APPLICATION
1 |) _ | The regulations contained in the Table marked ‘F” in Schedule I to the Act shall apply ] Table ‘F’ to apply
to the Company, except in so far as the same has been adopted, modified or expressly | to the extent not
mentioned as ‘not being applicable’ in these Articles. adopted or
modified in these
Articles
(2) _| Articles shall act as the regulations for the management of the Company and for the | Company to be

observance by its members thereto and their representatives, shall, subject to any | governed by these
exercise of the statutory powers of the Company with reference to the deletion or | Articles

alteration of, or addition to, its Articles by resolution as prescribed or permitted by the
Companies Act, 2013, be such as are contained in these Articles, unless the same are
repugnant or contrary to the provisions of the Act or any Applicable Law or any
amendment or notification thereto.

 

DEFINITIONS AND INTERPRETATION

 

2_[@ In these Articles:

(a) “Act” means The Companies Act, 2013 (including the relevant rules framed | “Act”
thereunder) or any statutory modification or re-enactment thereof for the time
being in force and the term shall be deemed to refer to the applicable section
thereof which is relatable to the relevant Article in which the said term appears
in these Articles and any previous company law, so far as may be applicable.

 

 

(6) “Applicable Laws* means all applicable statutes, laws, ordinances, rules and | “Applicable
regulations, judgments, notifications circulars, orders, decrees, bye-laws, | Laws”
guidelines, or any decision, or determination, or any interpretation, policy or
administration, having the force of law, including but not limited to, any
authorization by any authority like Ministry of Corporate Affairs, Securities
Exchange Board of India or any other regulatory body, in each case, as may be
applicable to the Company and being in effect from time to time.

(© “Articles™ means these articles of association of the Company as altered or | “Articles™
supplemented from time to time in pursuance of the provisions of the Act.

 

 

 

 

 

 

 

 

(@) “Board of Directors” or “Board”, in relation to a company, means the collective | “Board of
body of the directors of the Company. Directors” or
“Board”
(©) “Company” means Craftsman Automation Limited. “Company”

 

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