convertible into Equity Shares of any denomination and with any privileges and conditions as to
redemption, surrender, allotment of shares, appointment of Directors or otherwise. Provided that
Debentures with the right to conversion into or allotment of Equity Shares shall be issued only with the
consent of the Company in the General Meeting by a Special Resolution.

Consolidation, Division and Subdivision of Shares

12.

Subject to the provisions of Section 61(1)(b)and (d) of the Companies Act, 2013, the Company in a
General Meeting may, from time to time, sub-divide or consolidate all or any of the share capital into
shares of larger amount than its existing share or sub-divide its shares, or any of them into shares of
smaller amount than is fixed by the Memorandum; and the resolution whereby any share is sub-
divided, may determine that, as between the holders of the share resulting from such sub-division one
or more of such shares shall have some preference or special advantage as regards dividend, capital or
otherwise over or as compared with the others or other. Subject as aforesaid, the Company in a General
Meeting may also cancel shares which have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so cancelled.

Modification of Class Rights

13.a.

13.b

If at any time the share capital, by reason of the issue of Preference Shares or otherwise is divided into
different classes of shares, all or any of the rights or privileges attached to any class of shares (unless
otherwise provided by the terms of issue of the shares of the class) may, subject to the provisions of
Section 48 of the Companies Act, 2013 and whether or not the Company is being wound-up, be varied,
modified or dealt, with the consent in writing of the holders of not less than three-fourths of the issued
shares of that class or with the sanction of a Special Resolution passed at a separate General Meeting of
the holders of the shares of that class. The provisions of these Articles relating to General Meetings
shall mutatis mutandis apply to every such separate class of General Meeting.

The rights conferred upon the holders of the Shares (including Preference Shares, if any) of any class
issued with preferred or other rights or privileges shall, unless otherwise expressly provided by the
terms of the issue of shares of that class, be deemed not to be modified, commuted, affected, abrogated,
dealt with or varied by the creation or issue of further shares ranking pari passu therewith.

Shares at the disposal of the Directors

14.

Subject to the provisions of Section 62 of the Companies Act, 2013 and other applicable provisions of
the Act and these Articles, the shares in the Capital of the Company for the time being shall be under
the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to
such persons, in such proportion and on such terms and conditions and either at a premium or at par or
(subject to the compliance with the applicable provisions of the Act) at a discount and at such time as
they may from time to time think fit and with the sanction of the company in the General Meeting to
give to any person or persons the option or right to call for any shares either at par or premium during
such time and for such consideration as the Directors think fit, and may issue and allot shares in the
capital of the Company on payment in full or part of any property sold and transferred or for any
services rendered to the Company in the conduct of its business and any shares which may so be
allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.
Provided that option or right to call of shares shall not be given to any person or persons without the
sanction of the company in the General Meeting.

Power to Issue Shares

15.a

Where at any time, it is proposed to increase the subscribed capital of the Company by the issue of
further shares, then such further shares shall be offered:

i. to persons who at the date of the offer, are holders of the equity shares of the Company, in
proportion, as nearly as circumstances admit, to the capital paid up on those shares by sending
a letter of offer subject to the below conditions;

a. the offer shall be made by a notice specifying the number of shares offered and limiting a
time not less than fifteen days or such lesser number of days as may be prescribed under the

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