Memorandum of Association

Of

KAMYA HASTAKALA ARTS & CRAFTS PRIVATE LIMITED

(Incorporated under the Companies Act, 1956 And The Companies Act, 2013 To The Extent
Applicable)

(Company Limited by shares)

I. The name of the Company is Kamya Hastakala Arts & Crafts Private Limited.

II. The Registered office of the Company will be situated in the State of Karnataka.

III. The Objects for which the Company is established are :

A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION

ARE:

1. To buy, sell, manufacture, export, import, trade or otherwise deal in all kinds of
products of handicrafts, handloom goods, sandalwood, ivory works, coir products,
engravings, sculptures, bronzes, enamels, jewellery, gems, antiques, coins medals,
paintings and other related works of art in India or abroad directly, indirectly,
through e-commerce or by any other means.

2. To carry on in India or elsewhere the business to establish, promote, encourage,

provide, sponsor, organize, maintain, operate and run art & crafts showroom,
handloom and handicraft centers and to carry on the business as manufacturer,
importer, exporters, processors, producers, agent, buyers, sellers, distributor,
stockist, whole seller, retailer, designer or otherwise deal in all sorts of artifacts as
may be required.

3. To support and promote the cause of various artists, craftsman in their art, craft,
handicraft of every genre by providing education, training, developing skill sets and
arranging for market, to commercially explore their art, craft and to provide for a
market place for the wares designed, developed and handcrafted by such artisans,
artists.

B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS

ARE:

1. To acquire and undertake the whole or any part of the goodwill, business, concern,
undertaking, property, rights, assets, and liabilities of any person, firm,
association, society, company, or corporation carrying on any business which the
Company is authorized to carry on or possessed of property suitable for the purpose
of this Company and to pay for the same by shares or debentures or by any other
securities of this Company, or by cash or otherwise, or partly in one way and partly

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 in another way and to conduct, expand and develop or wind- up and liquidate such
business and to purchase and take steps for the acquisition of existing and new
licences in connection with any such business.

2. To establish, promote, form, subsidize, aid, acquire, organize, or be interested in

any other company or companies, having similar objects or partnership for the
purpose of acquiring all or any of the undertaking, property, rights and liabilities of
the company and to place or guarantee the placing of, underwrite, subscribe for or
otherwise acquire all or any part of the shares, debentures or other securities of
any such other company.

3. To enter into partnership or into any arrangement for sharing profits, union of
interest, co-operation, for limiting competition, for mutual assistance, joint
venture, reciprocal, concession, licences, or otherwise, with any person, firm,
association, society, company, or corporation carrying on or engaged in or about to
carry on and to give any person, firm, or company, special rights, licences and
privileges in connection with the above objects.

4. To apply for, purchase or otherwise acquire and protect, prolong and renew,
whether in India or abroad, any patents, patent rights, copy rights, brevets
d’invention, recipes, trademarks, concessions, formulae, licences, designs, and the
like conferring any exclusive or non -exclusive or limited right of use, or any secret
or other information as to any invention, process, or privilege which may seem
capable of being used for any of the purpose of the Company, to use, exercise,
develop, under, or grant licences or privileges in respect of or otherwise to turn to
account the property rights, or information, use or licence so acquired, and to
subsidize, take part in or assist in any experiments investigations and researches
likely to prove beneficial to the company.

5. To deal with or enter into contract or arrangement with any Government, semi
government department, or water works, electric, port and dock authority,
municipal, local or otherwise that may seem conducive to the Company’s objects
or any of them and to obtain from any such Government or authority any rights,
privileges and concessions.

6. To amalgamate with any other companies having objects altogether or in part

similar to those of the company or partially amalgamate with or acquire interest in
the business of any other company, person or firm carrying on or engaged in or
about to be engaged in/carry on any business or transaction included in the objects
of the company.

7. To invest and deal with the surplus moneys of the Company not immediately
required upon such securities, shares, stocks, debentures, or bonds and in such
manner as may from time to time be determined and particularly by way of
advance or deposit with or without interest to or/ any person, firm, company,
corporation, financial institution and bank, developmental boards or state
Governments.

8. To promote and form and to be interested in and take or otherwise acquire and
hold, sell, exchange, mortgage, charge, or otherwise deal with shares or stock of

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 any other company having objects altogether or in part similar to those of the
company.

9. To open current, overdraft, loan, cash credit, special purpose, deposit or saving
bank account in India or abroad with any bank, financial institution, and to draw
and endorse cheques, pay-slips, telegraphic transfer, electronic transfer and to
withdraw moneys from such account and otherwise to operate the same.

10. To draw, make, issue, accept, execute, endorse, negotiate, execute or discount
bills of exchange, cheques, promissory notes, drafts, clean bills, hundies, bills of
lading, railway receipts, airway bill, warrants, debentures, and other negotiable or
transferable instruments, securities or documents of title and to buy or sell or deal
in the same.

11. To mortgage, charge, sell, transfer, exchange, lease, under-lease, surrender or

otherwise deal with, dispose or turn to account, all or any part of the business,
immovable or movable property, rights and effects for the time being of the
Company in such manner, on such terms and for such purposes as the Company may
think fit and as to any sale or real property either in consideration of a gross sum or
of a rent or otherwise and to sell, transfer, or dispose of the whole undertaking of
the Company or any part thereof, for cash or such other consideration as the
Company may think fit, and in particular for shares, debentures, or securities of
any other company having objects altogether or in part similar to those of the
Company, or other wise.

12. To pay out of the funds of the Company all expenses of and incidental to the
promotion, formation, organisation, registration, advertisements and
establishments of the Company and the issue and subscription of shares or loan
capital including brokerage and/ or commission in respect thereof.

13. To pay all the costs, charges and expenses of and incidental to the issue of its
share capital, debenture or any other securities including any underwriting or other
commission, brokerage, fees, advertisements, printing and stationery, solicitors
charges, and to remunerate by cash or by way of allotment of fully or partly paid-
up shares, to any person, firm or company for services rendered or to be rendered
in introducing any property or business or in placing, assisting, or guaranteeing the
subscription of any shares, debentures, debenture stock, or any other securities of
the company or for rendering services for the formation, promotion or
incorporation of the company or for any other reason which the Company may think
proper.

14. To pay all expenses, cost and / or charges for attending the issue of any circular or
notice and the printing, stamping, circulation of proxies and forms to be filled up
by the member of the Company.

15. To adopt and accept, various contracts, agreements and documents after
incorporation of the Company, entered by its promoters, person, firm or company
before Incorporation of the Company and to remunerate such promoters, person,
firm or company by cash or by way of issue of Company’s Shares and other
securities as the company may deem fit.

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16. Subject to the provisions of the Companies Act, 1956 to place to reserve or to
distribute as bonus, shares among the members or otherwise to apply as the
Company may from time to time think fit, any moneys received by way of premium
on shares or debentures, bonds or other securities issued at premium by the
Company.

17. To insure against loss of moneys, principal and interest lent, invested or secured as
mortgage, debenture and other securities and loans of every kind to banking,
property, investment or financial companies, and to insure the whole or any part of
the property of the Company fully or partially and to protect and indemnify the
company from liability or loss in any respect either fully or partially.

18. To give guarantees or counter guarantees for payment or performance of any

debts, contracts, obligations, or become sureties for any person, firm, company or
any association of persons for any purpose whatsoever.

19. To establish, maintain and conduct or discontinue or close agencies and branches
and appoint representatives, agents, stockiest, distributors, dealers and brokers in
any part of the world for the conduct of the business of the company.

20. To employ or otherwise appoint computer software expert, technical experts,

accountants, managers, engineers, authors, skilled, semi skilled and unskilled
labour for any of the purpose of the business of the Company and to pay and
remunerate persons so engaged, whether as directors, managing directors or
otherwise; and to train or pay for the training in India or abroad of any member or
any of the company’s employees or any other candidates in the interests and for
the furtherance of the company’s business.

21. To train or pay for training in India or abroad of any of the Company’s employees or
officers or any candidates in the interest of or in furtherance of the Company’s
objects.

22. To establish training facilities for providing education and training to the
Company’s employees and other people.

23. To provide for the welfare of any of the employees or past employees or to the
Directors or ex-directors and the wives, widow, families, dependents, or
Connections of such persons by grants of money, donations, allowances, bonuses,
or other payments, from time to time; or by establishing and maintaining or
procuring the establishment and maintenance and from time to time subscribing to
provident fund and other pension/superannuation/gratuity funds, institutions,
associations, or trusts, and by providing, subscribing or contribution towards places
of recreation, schools and other educational institutions, hospitals, dispensaries,
medical and other attendance’s or building of dwelling house or quarters, or to any
other institutions, associations, clubs or funds calculated to be for the benefit of or
to advance the interests and well being of such persons as aforesaid, and make
payments to or towards the insurance of any such persons as aforesaid and to do
any of the matters aforesaid either alone or in conjunction with any other

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 company/ person/ firm or institution or in similar other manner as the Company
may think fit.

24. Subject to the provisions of the Companies Act, 1956, to distribute any of the
property of the Company amongst the member in specie or in kind in case of
winding up of the Company.

25. To subscribe to or otherwise aid benevolent, charitable or other institutions or

objects of a public character or which have any moral or other claim or support on
aid by the Company by reason of the locality of its operations or otherwise.

26. To promote, develop, aid and support monetarily or otherwise any person,
association, body, or movement, having objects of promotion of industry or trade
of all kinds concerning the objects or business of the company or related interests.

27. To accept gifts, bequests, donation from members and others and to make gifts to
members and others of money, assets and properties of any kind. Subject to the
provisions of the Companies Act, 1956

28. To undertake any trusts, the undertaking whereof may seem desirable and whether
gratuitously or otherwise.

29. To lend and advance money or give credit to any persons or company or
corporation, society or association, with or without interest, with or without
security and on such terms and as may seem expedient and in particular to
shareholders of the company or to customers and others having association with the
company and to guarantee the performance of any contract or obligation and
generally to give guarantees and indemnities. However the company shall not carry
on the business of banking company under the Banking Regulations Act, 1949.

30. To purchase or otherwise acquire, to improve, and to sell, exchange, surrender,

lease, mortgage, charge, convert, turn to account, dispose of and deal with and
deal in property and rights of all kinds and in particular mortgages, debentures,
concessions, options, contracts, patents, annuities, licences, apparatus,
machinery, materials, commodities, goods, articles and things, stock, share, bonds,
policies, business concerns and undertakings, and claim, privileges and chooses-in-
actions, of all kinds.

31. To borrow or raise money, other than public deposits at interest, or otherwise in
such manners as the Company may think fit and in particular by the issue of
debentures or debenture stock, bonds, securities or otherwise including debenture
or debenture stock convertible into shares of this or any other company or
companies or perpetual annuities and issuable or payable at par, or at a premium,
or discount and in security of any such money so borrowed, raised or received, to
mortgage, hypothecate, pledge, securitised, or charge the whole or any part of the
property, assets or revenue of the Company, present or future including its
uncalled capital by special assignment or otherwise and to transfer or convey the
same absolutely or in trusts and to give the lenders’ power of sale and other
powers as may seem expedient and to buy, redeem, exchange, vary, extend or
units off and from time to time re-issue any such securities. But the Company shall

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 not do any banking business as defined in the Banking Regulations Act, 1949 subject
to the provisions of section 58-A read with section 3(1)(iii)(d) of the Companies Act,
1956 and directives of Reserve Bank of India.

32. To secure the payment of any moneys borrowed or raised or owing or the
performance of obligations incurred by the Company by the creation and issue of
redeemable or irredeemable or perpetual debentures, bonds debenture stock
payable to bearer or otherwise or by mortgages, charges, or other securities and to
further secure or collaterally secured any securities of the Company by a trust
deed.

33. To apply or join in applying to any Central or State Governments, local

improvement trust, municipalities or local board or other authority or body,
national or foreign for and to obtain or in any way assist in obtaining any act of
parliament, laws, decrees, concessions, orders, rights or privileges or advantages
that may seem conducive to the objects of this or any other company or for
enabling this or any other company’s constitutions, to oppose any proceedings, or
applications or any other company to be legalised, registered, or incorporated if
necessary in accordance with the laws of any country, state or place in which it
may propose to carry on operation to establish, and maintain any agencies, of the
Company and to open and keep a foreign register or registers of this or any other
company in any foreign country and to allocate any member of these or any other
company, shares in this or any other company to such register or registers.

34. To create any Depreciation Fund, Reserve Fund, Sinking Fund, Insurance Fund, or
any other Special Fund, whether for depreciation or for repairing, improving,
extending, or maintaining any of the property of the Company or for any other
purpose conducive to the interest of the Company.

35. To refer any claims, demands, disputes or any other question by or against the
Company or in which the Company is interested or concerned and whether between
the Company and the member or members or his or their representative or
between the Company and third parties to arbitration in India or at any place
outside India and to observe, perform and to do all acts, deeds, matters, and things
to carry out or enforce the awards.

36. To procure the registration or recognition of the Company in any country, state or
place and to establish and regulate agencies for the purpose of the Company’s
business.

37. To apply for and to obtain licence, permission or any other approval from Central
or State Government, Semi Government, Government Body, state, local authority,
Municipal and such other agencies related to getting and using satellite link for up
linking or down linking or any other mode of telecommunication link (whether now
known or hereafter devised), whether in India or abroad for the purpose of the
Company’s business.

38. To apply for tender, purchase or otherwise acquire any contracts, licences and
concessions, for or in relation to the objects or business herein mentioned or any of

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 them and to undertake, execute, carry on, dispose off or otherwise turn to account
the same.

39. To do the above things in all or any of the State in India and/ or in any part of the
world and either as principals, agents, contractors, trustees, or otherwise and by or
through trustees, attorneys, agents or otherwise and either alone or in conjunction
with others and to do all such other things as are conducive or incidental for the
attainment of the above objects or any of them.

40. To adopt such means of making known and advertising the business and products of
the Company as may be expedient.

41. To indemnify officers, Directors, Agents, and employees of the Company against
proceedings, costs, damages, claims, and demands in respect of anything, done or
ordered to be done by them for and in the interest of the Company or for any loss,
damages or misfortune whatever which shall happen in execution of the duties of
their office or in relation thereto.

42. To aid pecuniarily or otherwise, any association, body or movement having as an

object, the solution, settlement or surmounting of the industrial, labor, regulatory
or other problems relate to the business of the Company or the promotion of
industry, trade and professions engaged in the industry, trade and commerce.
Subject to the provisions of the Companies Act, 1956, to make donations or
contributions to any charitable or other institution or to any national memorial
fund or any other fund constituted for a charitable purpose, and for any other
purpose of national interest.

C) OTHER OBJECTS NOT INCLUDED IN A & B ABOVE:

1) To undertake the business of consulting services, advisory services, design services,

conceptualization services, and implementation services in the fields of business
strategy, technology utilizations, adoption, facilitation, and sourcing vendors, sales
and marketing strategy, sales and distribution strategy, market studies, primary and
secondary market research, data collection, data analysis, market positioning and
product segmentation in the market place for clients and customers.

2) To conduct, analyze, plan, market, produce, evaluate and manage various events
relating to advertising, marketing, brand promotions, meetings, seminars,
exhibitions, conferences, product launches, fashion shows, musical concerts,
corporate seminars, education fairs, college events, training programs, award
functions, Ad campaigns, road shows, promotion activities, Magazine advertisement,
Multimedia Designing, Outdoor publicity, Pamphlets Designing, Posters Designing,
Tags & labels, T- shirt Designing, Web Site Designing, Outdoor Advertising, Mobile
Hoarding Display Vans, Hydraulic Mobile Van Providers, Advertising Vans,
Prefabricated Exhibition Stalls, Manpower, Emcees, Hostess Provider, Promoters and
other related activities.

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 3) To maintain retail shops, stores, warehouses and other establishments which are
directly or indirectly, to advance the Company's interests.

4) To carry on business of manufacturers of apparel, accessories, personal care

products including various goods and merchandise for household and industrial use
and to undertake necessary activities to promote sales of such goods manufactured
by the Company.

IV The liability of the members is limited.

V. The Authorised Share Capital of the Company is Rs. 75,00,000/- (Rupees Seventy
Five Lakh only), divided into 7,50,000 (Seven Lakh Fifty Thousand) equity shares of
Rs. 10/- (Rupees Ten Only) each.