ARTICLES OF ASSOCIATION

OF ZB PRIVATE LIMITED

(Incorporated under the Companies Act, 2013)

ZB Enterprises Pvt. ltd. performs this article of association herein after referred to as the
"article" in conformance with the provisions of the companies act, 2013 and section 5 and
chapter II thereof on this day of December 27, 2024. In the presence of Mr. Rajesh Nair,
Advocate, this shall come into force on such date as the Company receives incorporation in
the State of Kerala, India. The members execute this article to implement the initial
governance structure as well as the business of Company upon the provisions of the
companies 2013.

1. Introduction

1.1 The name of the company would be ZB Enterprises Pvt. Ltd.

1.2 The Private Limited Company shall be the organization formed upon the execution and
confirmation of this article.

1.3 No. 15, Sree Nagar, Kochi, Kerala, 682022, India is the address of the company.

1.4 The company was incorporated to engage in any legal act or activity that the Companies
Act of 2013 allows a Private Limited Company to be formed for, such as providing digital
marketing solutions, software development services, and IT consulting.

1.5 The following is a list of all Members' names, addresses, and percentage ownership
interests:

Member Name Percentage Ownership Address

Arun K. Nair 50% No. 12, Puthiyara, Kozhikode, Kerala 673004

Sneha R. Menon 50% No. 34, Ernakulam North, Kochi, Kerala 682018

1.6 Preparation of Article

This article has been prepared by the following persons whose details are mentioned
herewith:

a. Rajesh Nair, Advocate

Address: 101, Shantiniketan Complex, M.G. Road, Ernakulam, Kerala, 682035

1.7 Issuance of Shares

The Company is not allowed to issue an invitation to extend for any share subscription.

1.8 Limit on Number of Members

The Members of the Company hereby organized shall be limited to two (2).

1.9 Liability of Members

The liability of the Members is limited to the amount, if any, unpaid on the shares in the
Company held by them.

2. Rights of the Members

2.1 The Members of the Company are subject to the rights and responsibilities established by
this Article and the legislation of Kerala, India.

2.2 The Member has the right to manage his/her share in person or through a representative.
Representation must be duly notarized.

2.3 The Member of the Company has the right to participate in the management of the
Company, which means the right to attend the meeting of the Members, to participate in the
discussion of any issue included in the agenda of the meeting.

2.4 The Member is entitled to receive a dividend from the net profit of the Company.

2.5 The Member has the right to participate in the distribution of the property remaining as a
result of the liquidation of the Company.
2.6 Members of the Company have the right to transfer their shares to transferees who can be
other Members of the Company or those not associated with the Company. The terms for the
proceeding of the transfer of shares are as enlisted below:

 The transfer of shares may be carried out with the prior written approval of the Board
of Directors.

 The transferee must meet all legal requirements for becoming a Member.

 The transferor must give a notice in writing to the Company, detailing the transfer of
shares, and submit the relevant documents, including the signed transfer deed.

 The Board has the discretion to refuse approval if the transferee is not deemed fit by
the Board or does not meet the conditions set by the Company.

 Once approved, the transferee shall be registered as a shareholder in the Company’s

Register of Members.

3. Shares

3.1 Loss of Share

In case any Member fails to pay any part of the price of their share, fully or in part, on the
day of payment which is to be mentioned beforehand in the following document: Share
Subscription Agreement, the Board may serve a written notice informing the specific
Member of the fact that such obligation has been delayed for 30 days by which the payment
is to be made. If the Member fails to contribute the payment, the share will be lost, and other
Members shall have the right to sell the share or use it otherwise.

3.2 Share Buyback

The right to buy back shares depends solely on the policy and decision of the Company and
such right is not prohibited with this Article.
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4. Responsibilities of the Members

A Member of the Company is obliged:

 1. not to disclose confidential information related to the activities of the Company;

2. not to cause damage to the business reputation of the Company and not to bring harm
to the Company with its actions.

3. to make a contribution (including additional) to equity.

5. General Meeting

5.1 The supreme governing body of the Company is the general meeting.

5.2 The general meeting is held once a year, typically in the month of March, between the 1st
and the 31st of the month, and makes decisions on the annual results.

5.3 The following have the right to convene an extraordinary meeting:

- The Director of the Company.

- Members holding more than 25% of the shares of the Company.

- Any two Members who hold a combined shareholding of at least 10% of the Company.

5.4 The initiator of convening an extraordinary meeting of Members shall submit the request
for convening an extraordinary meeting to the Director with reference to the agenda of the
meeting. If the Director does not convene the meeting within 14 days of the request, the
meeting may be convened directly by the Member(s).

5.5 The Member has the right to participate in the work of the meeting through a
representative. The representation must be signed, in writing, with a notarized certificate.

5.6 The general meeting is chaired by one of the Members. At the general meeting, the
chairperson is elected by a simple majority of the votes of the Members present at the
meeting, who subsequently chairs the meeting until a new chairperson is elected.

5.7 Minutes of the progress and decisions of the meeting are drawn up and signed by the
chairman of the meeting. The minutes may be signed by some or all of the Members present
at the meeting.

5.8 If a notary is present at the meeting at the invitation of the Members, then the minutes of
the meeting shall be drawn up by a notary who shall sign the minutes of the meeting together
with the chairman of the meeting. Any Member has the right to request from a notary and
receive a notarized copy of the minutes of the meeting.

6. Board of Directors

6.1 Managing the Company

6.1.1 The Company is managed by a Director or a Board of Director.

6.1.2 A Director can be a Member of the Company.

6.1.3 The Director of the Company is appointed and dismissed by the general meeting. A
Director is considered appointed if he/she is supported by Members holding more than 50%
of the shares of the Company.

6.1.4 A decision to dismiss a Director shall take effect upon its receipt. Upon dismissal, the
Director is obliged to cease his duties and ensure the transfer of cases to one of the Members
of the Company.

6.2 Rights of the Director/Board of Directors

6.2.1 The Director represents the Company in relation to third parties.

6.2.2 The Director is responsible to the Company for the violation of the restriction of
representative powers.

6.2.3 The Director exercises his/her powers in writing, if necessary – through notarized
decisions.

6.2.4 Borrowing Powers of the Board of Directors and Managers:

The Board of Directors shall have the authority to borrow money on behalf of the company
for the purpose of its business. The Board may borrow sums of money as may be deemed
necessary, from time to time, from banks, financial institutions, individuals, or any other
entities. The Board may secure the borrowed amounts through mortgages, charges, liens, or
any other form of security over the company's assets. The borrowing power shall be subject
to the limits prescribed in the Memorandum of Association and in accordance with the
applicable provisions of the Companies Act, 2013.
6.3 Obligations of the Director/Board of Directors

6.3.1 The Director is obliged to conduct the affairs of the Company in good faith. He should
take care of the affairs of the Company in the same way as an ordinary, sensible person in a
similar position and under the same conditions, and he should act in the belief that this action
is most favourable for the Company. If the Director breaches this obligation, he is liable to
the Company. In this case, the Director must prove that he has not breached his obligation.

7. Voting Rights

Voting rights shall be granted to the Members at a meeting through a show of hands or
electronic voting, as determined by the Chairperson at the time of the meeting. Each
Member shall be restricted to one attempt of voting in any case.

Members with the failed obligation to contribute shares in the Company shall be refrained
from exercising their voting rights in a meeting unless the payment of shares is recorded in a
due manner, as per the Company's records. Such Members will not be allowed to vote until
the outstanding obligations related to the unpaid shares are settled and reflected in the
Company’s official documentation.

8. Accounts

The Board shall be completely responsible for authorizing the accounts and books of the
Company, and hence shall be responsible for random inspection of Members, irrespective of
the Directors. No Member, apart from the Board, shall have access to the accounts, minutes,
and books of the Company, unless otherwise specified by the Board with a decision made on
the basis of the majority votes.

The Company is liable to maintain the record and books of account at its registered office
address for a period of eight (8) years from the end of the financial year to which the record
relates.

9. Audit
The Board of Directors shall be responsible for appointing the Auditor of the Company
within three (3) months of the Company's formation. Every annual general meeting shall
look forward to the appointment of a new Auditor with regards to the terms of the
appointment of an Auditor according to this Article herein.

The Board shall determine the payment of the Auditor in the general meeting on the basis of
the majority of votes. Furthermore, the Board may appoint a replacement for any casual
vacancy in the office of the Auditor during which all other Auditors may continue to act as
per the established norms, to the extent that such vacancy shall only be available upon the
resignation of the Auditors assigned, the written notice of which must be delivered to the
Board.

10. Dividends

10.1 Members have the right to receive dividends.

10.2 Dividends are paid each time based on a decision made by the general meeting of
Members, which can be taken once a year. The decision shall be taken by majority of the
votes of the Members with the right to vote at the general meeting.

10.3 At the general meeting, in accordance with the rule provided for in paragraph 10.2 of
this Article, in case of making a relevant decision, the Members have the right to receive the
interim profit of the Company as a dividend. Interim dividends can be distributed several
times a year, as determined by the Board and approved by the Members.

11. Indemnity

The Members shall indemnify the Company against any losses and/or damages or expenses
arising out of a breach of the undertakings of this Article. To exclude all misunderstandings, it
is acknowledged that the Director(s) of the Company shall act according to the business
judgment rule and any action exceeding such rule shall cause their liability as well.
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12. Injunctive Relief

The Members hereby acknowledge and agree that in the event of any breach of this Article by
any of them, including, without limitation, the actual or threatened breach, Company would
suffer an irreparable injury such that no remedy at law would adequately protect or
appropriately compensate Company for such injury, including the non-breaching Member.
Accordingly, the Members agree that a non-breaching Member shall have the right to seek to
enforce this Article and any of its provisions by injunction, specific performance or other
equitable relief, without bond and without prejudice to any other rights and remedies that it
may have for a breach of this Article.

13. Dispute Resolution

A Member that wishes to initiate the dispute resolution process shall send written notice to
the other Member with a summary of the controversy and a request to initiate these dispute
resolution procedures. If, within thirty (30) days after attempting to negotiate, the Members
have not succeeded in negotiating a resolution of the dispute, either Member may elect to
submit the matter for resolution by arbitration in Kerala, administered by the Indian Council
of Arbitration (ICA) under its Arbitration Rules.

Judgment on the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The language to be used in the arbitral proceedings shall be English.

There shall be one (1) Arbitrator, who shall be appointed by the Director of the Company.
The Arbitrator’s decision shall be final and binding on all the Members. All aspects of the
arbitration shall be treated as confidential. Neither the Members nor the arbitrators may
disclose the existence, content, or results of the arbitration, except as necessary to comply
with legal or regulatory requirements. Before making any such disclosure, a Member shall
give written notice to the other Member and shall afford such Member a reasonable
opportunity to protect its interests.

14. Severability

If any provision of this Article is found by a court or other governmental authority of

competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity
shall not render this Article unenforceable or invalid as a whole and in such event, such
provision shall be changed and interpreted so as to best accomplish the objectives of such
unenforceable or invalid provision within the limits of applicable law.
‍

15. Successors and Assigns

The Members’ rights and obligations under this Article will bind and inure to the benefit of
their respective successors and permitted assigns. The Member shall not assign or delegate its
obligations under this Article, either in whole or in part, without the prior written consent of
other Members majority votes.

16. Procedure for Winding Up:

The company may be wound up voluntarily or through a tribunal as per the provisions of
the Companies Act, 2013. The winding-up process shall be carried out in accordance
with the procedures prescribed under the Act.

In the event of voluntary winding up, a special resolution must be passed by the members
to commence the process.

Upon the commencement of the winding-up process, the Board of Directors or the
liquidator, as appointed, shall wind up the affairs of the company by paying off its debts
and distributing the remaining assets to the members in accordance with their respective
rights and interests in the company.

17. Minimum Subscription:

The company shall not commence business or exercise borrowing powers unless it has
received a minimum subscription as prescribed under the Companies Act, 2013. The
minimum subscription shall be determined by the Board and must be fully paid up before any
shares are allotted.

If the minimum subscription is not received within the prescribed time frame, the company
must refund the money to the subscribers, and the subscription process shall be treated as
void.
18. Rules Regarding Use and Custody of Common Seal

The company shall have a Common Seal, which shall be used only as directed by the Board
of Directors. The Common Seal shall be affixed to documents or contracts under the
supervision of at least two Directors or a Director and the Company Secretary.

The Board shall maintain a proper register of all documents to which the Common Seal has
been affixed, and such documents shall be executed in accordance with the provisions set
forth by the Board.

19. Rules and Regulations Regarding Conversion of Fully Paid Shares into Stock

The company may, by an ordinary resolution, convert any of its fully paid-up shares into
stock. Upon such conversion, the holders of stock shall have the same rights and obligations
as holders of fully paid-up shares, subject to the conditions outlined in the resolution.

The Board of Directors shall determine the procedure for the conversion of shares into stock,
including the allotment, transfer, and rights of holders of stock.

20. Lien on Shares

The company shall have a lien on all shares that are not fully paid-up, which shall extend to
all unpaid amounts on such shares.

The company’s lien shall extend to dividends or other sums payable on such shares, and the
company may, in accordance with the provisions of the Companies Act, 2013, sell such
shares to recover any unpaid amounts.

The lien may be waived by the Board, and the Board shall have the power to determine the
conditions under which the lien may be enforced or relinquished.

21. Notice

Any notice permitted or required to be given under this Article shall be in writing and shall be
delivered by personal delivery, by any method of mail (postage prepaid) requiring return
receipt, by overnight courier, email or by facsimile, to the party to be notified at its address
given on the signature page of this Article, or at any address such party has previously
designated by prior written notice to the other. Notice shall be deemed sufficiently given for
all purposes upon the earliest of:

(a) the date of actual receipt;

(b) if mailed, three (3) days after the date of postmark;

(c) if delivered by overnight courier, the next business day the overnight courier regularly
makes deliveries; or

(d) if delivered by facsimile, receipt of automatically-generated confirmation of facsimile

transmission.
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22. Signatories to the Articles of Association

We, the undersigned, being the initial subscribers to Articles of Association of ZB Private
Limited, hereby affix our signatures to confirm our agreement with the contents of the
Articles.

Subscriber 1

Name: Amanthara P.

Signature: ___________________

Date: 27/12/2024

Subscriber 2

Name: Raj Nair

Signature: ___________________

Date: 27/12/2024

Witness

Name: Anjali Pillai

Signature: ___________________

Date: 27/12/2024