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EXPLANATORY STATEMENT

(Pursuant to Section 102(1) of the Companies Act, 2013)

ALTERATION IN ARTICLES OF ASSOCIATION OF THE COMPANY

Subsequent to the execution of the Share Subscription Agreement and the Shareholders’ Agreement on (Date), the Company would be required to amend the Articles of Association to reflect the terms of the Agreements. The amended Articles of Association are attached as Annexure A.

The board of directors of the Company, therefore, recommends passing of the resolution as Unanimous Resolution.

A copy of the proposed new set of the Articles of Association would be available for inspection at the registered office of the Company situated at ____________________________on all working days except Public Holidays, between 10.00 a.m. and 6.00 p.m. up to the date of the Extra Ordinary General Meeting.

None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way interested, financially or otherwise in the resolution except to the extent of their shareholding in the Company.

FOR (COMPANY NAME)

Name of Director

(DIRECTOR)

DIN:

ADDRESS: