THE COMPANIES ACT, 2013

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(COMPANY LIMITED BY SHARES)
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MEMORANDUM OF ASSOCIATION
OF
XXXXX TECHNOLOGY PRIVATE LIMITED

1) The Name of the Company is XXXX TECHNOLOGY PRIVATE LIMITED.

2) The Registered Office of the Company will be situated in the NCT of
Delhi.

3) (a) The objects to be pursued by the company on its incorporation

are: -

1. To carry on the business of Software designing, development,

customization, implementation, maintenance, testing and
benchmarking, designing, developing and dealing in computer
software and solutions, and to import, export, sell, purchase,
distribute, host (in data centers or over the web) or otherwise deal
in own and third party computer software packages, programs and
solutions, and to provide internet / web based applications,
services and solutions, provide or take up Information technology
related assignments on sub-contracting basis, offering services on-
site/ offsite or through development centers using owned /hired or
third party infrastructure and equipment, providing recruitment and
HR related services, providing and taking personnel / consultants/
human resources to / from other organizations, providing solutions/
Packages/ services through applications services provider mode via
internet or otherwise, to undertake IT enabled services like call
Centre Management, Medical and legal transcription, data
processing, Back office processing, Accounting, HR and payroll
processing, Insurance claims processing, credit card processing,
loans and letters of credit processing, cheque processing, data
warehousing and database management, to carry on the business
of manufacturing, dealing and maintenance of computer hardware,
computer systems and assemble data processors, program designs
and to buy, sell or otherwise deal in such hardware and software
packages and all types of tabulating machine, accounting
machines, calculators, computerized telecommunication systems
and network, their components, spare parts, equipment’s and
devices and to carry on the business of establishing, running and
managing institutions, school, and academics for imparting
education in computer technology, offering equipment, solutions
and services for Networking and network management, data center

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management and in providing consultancy services in all above
mentioned areas.

2. To develop, provide, undertake, design, import, export, distribute

and deal in Systems and application software for microprocessor
based information systems, off shore software development
projects, internet service provider, and solutions in all areas of
application including those in Emerging niche segments like
Internet and Intranet website applications solutions software
enterprise, resource planning, e-commerce, value added products
and other business applications either for its own use for sale in
India or for export outside India and to design and develop such
systems and application software for and on behalf of
manufacturers owners and users of computer, telecom, digital,
electronic equipments in India or elsewhere in the world.

3. To promote, encourage, establish, develop, maintain, organize,

manage, operate, re-establish, import, export, finance, studies,
surveys, conduct, various software, website and mobile application
on any platform or any device, portals and to run processing
centers, computer internet consultancy business, software
consultancy and allied activities for all sort of services relating to
IT and IT enabled services and to based on in India or/and overseas
offshore or/ and on site computer and also in the area of healthcare
and education verticals and to offer customized business
knowledge processing services that match global standard in terms
of precision and timely execution.

4. To provide all or any of the following services namely, virtual

private network (VPN), internet, extranet, intranet, installation,
configuration trouble shooting consultancy, open source
technology software, mobile applications, cable internet website
development, concept development, hosting and publicizing on
world wide web (www), website designing, website development,
website redesigning, website programming, website planning,
website maintenance, internet consultancy, web promotion,
graphic designing, flash design, logo development, banner
designing, animation, search engine optimization, online marketing
and advertisement, online trading platforms, e-commerce solutions,
web hosting, ecommerce setup and running virtual store, impart
training centre, information technology services, ecommerce
solutions, email services, store and forward services, file transfer
and information discovery services such as gopher, world wide
web, video conference, electronic communication services, remote
host login cyber café services and services towards planning of IT,
selection of appropriate packaged software for vertical segments,
conceptualizing and implementing complex system integration
projects, ERP and CRM Solutions, SAP, Oracle and other

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applications, business process outsourcing, back office operations,
knowledge process outsourcing, oriented projects broad range of
services covering every aspects of application development,
application migrations and application maintenance. Services
include specialized areas such as data migration and application
maintenance. Service include specialized areas such as data
migration, data processing, programme migration, covering range
of services encompassing planning, implementation and operation
stage of different services streams.

5. To engage in the business of Online Learning through the use of

Web Based Technologies, Internet and other similar technologies,
to establish, run, hold, and conduct seminars, lectures, coaching
classes, impart training and develop expertise in the field of
computer, IT, software and hardware.

6. To carry out design and development of application for value

added services to be run on the digital platform with reverse
communication and otherwise.

7. To carry on the business of providing solutions and services

related to Web-Technologies, Internet and E-commerce, including
to design, develop, maintain, operate, own, hire, establish, install,
host, provide, create, facilitate, supply, sale, purchase, licence or
otherwise deal in Internet portals, Internet networks, Media
Portals, Internet solutions, Internet gateways, Internet service
providers, Mobile Applications, E-commerce, Web-site designing,
Web based and Web enabled services and applications, E-
commerce service provider, E-commerce solutions, E-commerce
platforms, E-commerce education, E-commerce technologies and E-
business solutions.

8. To carry on the business of rendering management services, staff

and management recruitment, skill development training, career
counseling, placements service and to establish and render all
consultancy and other professional services of professional and
technical nature.

9. To carry on the business of Resellers and Distribution Activities,

Digital Marketing Services, Artificial intelligence, machine learning,
and smart things which includes but not limited to IT Product and
Software Sales, Domain Registration and Hosting Services, System
Integrators for Providing Partner Services, Search Engine
Optimization, Search Engine Marketing, Social Media Marketing,
Content Marketing, Email Marketing, Programmatic Media Buying
for Digital Campaigns, Video Campaigns, Artificial Intelligence (AI)
& Advanced Machine Learning, Intelligent Apps, Intelligent Things
Virtual & Augmented Reality, Conversational Systems.

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(b) Matters which are necessary for furtherence of the Objects Specified in the
clause 3(a) are: -

1. To acquire by purchase, lease, exchange or otherwise any movable or

immovable property and any rights or privileges which the Company may
deem necessary or convenient for the purpose of its main business.

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2. To enter into partnership or into any arrangement for sharing profits,
union of interest, joint venture, reciprocal concession or co-operation with
persons or companies carrying on or engaged in the main business or
transaction of this Company.

3. To import, buy, exchange, alter, improve and manipulate in all kinds of

plants, machinery, apparatus, tools and things necessary of convenient for
carrying on the main business of the Company.

4. To vest any movable or immovable property, rights or interests required

by or received or belonging to the Company in any person or company on
behalf of or for the benefit of the Company and with or without any
declared trust in favor of the Company.

5. To purchase or otherwise acquire, build, carry out, equip, maintain,

alter, improve, develop, manage, work, control and superintend any plants,
warehouse, sheds, offices, shops, stores, buildings, machinery, apparatus,
labour lines, and houses, warehouses, and such other works and
conveniences necessary for carrying on the main business of the
Company.

6. To undertake or promote scientific research relating to the main

business or class of business of the Company.

7. To acquire and takeover the whole or any part of the business, goodwill,
trade-marks properties and liabilities of any person or persons, firm,
companies or undertakings either existing or new, engaged in or carrying
on or proposing to carry on business, this Company is authorized to carry
on, possession of any property or rights suitable for the purpose of the
Company and to pay for the same either in cash or in shares or partly in
cash and partly in shares or otherwise.

8. To negotiate and enter into agreements and contracts with Indian and
foreign individuals, companies, corporations and such other organizations
for technical, financial or any other such assistance for carrying out all or
any of the main objects of the Company or for the purpose of activity
research and development of manufacturing projects on the basis of know-
how, financial participation or technical collaboration and acquire
necessary formulas and patent rights for furthering the main objects of the
Company.

9. Subject to provision of Companies Act, 2013 and rules made there

under, to amalgamate with any other company of which all or any of their
objects companies having similar to the objects of the Company in any
manner whether with or without the liquidation.

10. Subject to any law for the time being in force, to undertake or take
part in the formation, supervision or control of the business or operations
of any person, firm, body corporate, association, undertaking carrying on
the main business of the Company.

11. To apply for, obtain, purchase or otherwise acquire and prolong and
renew any patents, patent-rights, brevets, inventions, processes,
scientific, technical or other assistance, manufacturing processes know-
how and other information, designs, patterns, copyrights, trade-marks,
licenses, concessions and the like rights or benefits, conferring an

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exclusive or non-exclusive or limited or unlimited right of use thereof,
which may seem capable of being used for or in connection with the main
objects of the Company or the acquisition or use of which may seem
calculated directly or indirectly to benefit the Company on payment of any
fees, royalty or other consideration and to use, exercise or develop the
same under or grant licenses in respect thereof or otherwise deal with
same and to spend money in experimenting upon testing or improving any
such patents, inventions, right or concessions.

12. To apply for and obtain any order under any Act or Legislature, charter,
privilege concession, license or authorization of any Government, State or
other Authority for enabling the Company to carry on any of its main
objects into effect or for extending any of the powers of the Company or
for effecting and modification of the constitution of the Company or for
any other such purpose which may seem expedient and to oppose any
proceedings or applications which may seem expedient or calculated
directly or indirectly to prejudice the interest of the Company.

13. To enter into any arrangements with any Government or Authorities or

any persons or companies that may seem conducive to the main objects of
the Company or any of them and to obtain from any such Government,
authority, person or company any rights, charters, contracts, licenses and
concessions which the Company may think desirable to obtain and to
carry out, exercise and comply therewith.

14. To procure the Company to be registered or recognized in or under the

laws of any place outside India and to do all act necessary for carrying on
in any foreign country for the business or profession of the Company.

15. To draw, make, accept, discount, execute and issue bills of exchange,
promissory notes, bills of lading, warrants, debentures and such other
negotiable or transferable instruments, of all types or securities and to
open Bank Accounts of any type and to operate the same in the ordinary
course of the Company.

16. To advance money either with or without security, and to such persons
and upon such terms and conditions as the Company may deem fit and
also to invest and deal with the money of the Company not immediately
required, in or upon such investments and in such manner as, from time to
time, may be determined, provided that the Company shall not carry on the
business of banking as provided in the Banking Regulations Act, 1949.

17. Subject to provision of Companies Act, 2013 and rules/regulations

made there under and the Directions issued by the Reserve Bank of India,
to receive money on deposit or loan and borrow or raise money in such
manner and at such time or times as the Company thinks fit and in
particular by the issue of debentures, debentures-stock, perpetual or
otherwise and to secure the repayment of any money borrowed, raised or
owing by mortgage, charge or lien upon all or any of the properties, or
assets or revenues and profits of the Company both present and future,
including its uncalled capital and also by a similar mortgage, charge or
lien to secure and guarantee the performance by the Company or any

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other person or Company of any obligation undertaken by the Company or
such other person or company to give the lenders the power to sale and
such other powers as may seem expedient and purchase redeem or pay
off any such securities.
18. To undertake and execute any trusts, the undertaking of which may
seem to the Company desirable, either gratuitously or otherwise.

19. To establish, or promote or concur in establishing or promote any

company for the purpose of acquiring all or any of the properties, rights
and liabilities of the Company.

20. To sell, lease, mortgage, exchange, grant licenses and other rights
improve, manage, develop and dispose of undertakings, investments,
properties, assets and effects of the company or any part thereof for such
consideration as may be expedient and in particular for any shares,
stocks, debentures or other securities of any other such company having
main objects altogether or in part similar to those of the Company.

21. Subject to the provisions of the Companies Act, 2013, to distribute

among the members in specie or otherwise any property of the Company
or any proceeds of sale or disposal of any property of the Company in the
event of its winding up but so that no distribution amounting to a
reduction of capital be made except with the sanction, if any, for the time
being required by law.

22. To distribute as dividend or bonus shares among the members or to

place to reserve or otherwise to apply, as the Company may, from time to
time, determine any money received by way of premium on shares or
debentures issued at a premium by the Company and any money received
in respect of forfeited shares, money arising from the sale by the Company
of forfeited shares subject to the provisions of Companies Act, 2013.

23. To employ agents or experts to investigate and examine into the

conditions, prospects value, character and circumstances of any business
concerns and undertakings and generally of any assets, properties or
rights which the Company purpose to acquire.

24. To accept gifts, bequests, devisers or donations of any movable or

immovable property or any right or interests therein from members or
others.

25. To create any reserve fund, sinking fund, insurance fund or any other
such special funds whether for depreciation, repairing, improving,
research, extending or maintaining any of the properties of the Company
or for any other such purpose conducive to the interest of the Company.

26. Subject to the provisions of Companies Act, 2013 and rules made there
under, to subscribe contribute, gift or donate any money, rights or assets
for any national educational, religious, charitable, scientific, public,

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general or usual objects or to make gifts or donations of money or such
other assets to any institutions, clubs, societies, associations, trusts,
scientific research associations, funds, universities, college or any
individual, body of individuals or bodies corporate.

27. To establish and maintain or procure the establishment and

maintenance of any contributory or non-contributory pension or
superannuation, provident or gratuity funds for the benefit of and give or
procure the giving of the donations, gratuities pensions, allowances,
bonuses or emoluments of any persons who are or were at any time in the
employment or service of the company or any company which is a
subsidiary of the Company or is allied to or associated with the Company
or with any such subsidiary company or who are or were at any time
Directors or officers of the Company or any other company as aforesaid
and the wives, widows, families and dependents of any such persons and
also to establish and subsidies and subscribe to any institutions,
associations, club or funds calculated to be for the benefit of or advance
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 such other company as aforesaid.

28. To establish, for any of the main objects of the Company, branches or
to establish any firm or firms at places in or outside India as the Company
may deem expedient.

29. To pay for any property or rights acquired by or for any services
rendered to the Company and in particular to remunerate any person, firm
or company introducing business to the company either in cash or fully or
partly-paid up shares with or without preferred or deferred rights in
respect of dividend or repayment of capital or otherwise or by any
securities which the company has power to issue or by the grant of any
rights or options or partly in one mode and partly in another and generally
on such terms as the company may determine, subject to the provision of
Companies Act, 2013.

30. To pay out of the funds of the company all costs, charges and
expenses of and incidental to the formation and registration of the
company and any company promoted by the company and also all costs,
charges, duties, impositions and expanses of and incidental to the
acquisition by the company of any property or assets.

31. To send out to foreign countries, its director, employees or any other
person(s) for investigation possibilities of main business or trade
procuring and buying any machinery or establishing trade and business
connections or for promoting the interests of the company and to pay all
expenses incurred in the connection.

32. To compensate for loss of office of any Managing Director or Directors

or other officers of the Company within the limitations prescribed under
the Companies Act, 2013 or such other statute or rule having the force of
law and to make payments to any person whose office of employment or

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 duties may be determined by virtue of any transaction in which the
Company is engaged.

33. To agree to refer to arbitration any dispute, present or future between

the Company and any other company, firm, individual or any other body
and to submit the same to arbitration in India or abroad either in
accordance with Indian or any foreign system of law.

34. To appoint agents, sub-agents, dealers, managers canvassers, sales,

representatives or salesmen for transacting all or any kind of the main
business of which this Company is authorized to carry on and to constitute
agencies of the Company in India or in any other country and establish
depots and agencies in different parts of the world.

35. To conduct and take all such administrative, financial or other actions
as are necessary and in conformity with and in furtherance of the objects
specified in Clause 3(a).

4) The liability of the Member(s) is limited and this liability is limited to the
amount unpaid, if any, on the shares held by them.
5) The share capital of the company is Rs. 5,00,000/- (Rupees Five Lakh)
divided into 50,000 (Fifty Thousand) Equity Shares of 10/- (Rupees Ten)
each.

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 6) We, the several persons, whose names and addresses are subscribed, are
desirous of being formed into a company in pursuance of this memorandum of
association, and we respectively agree to take the number of shares in the
capital of the company set against our respective names:-

SI. Name, father name Occupation Number of Signature Signature of witness with address
No. and address of subscribers equity and occupation
Of
Shares
taken by Subscribe
each r
subscriber

1. xxxxxx S/o XXXXXX R/o Flat 5000 Sd/-

No. xxx, XXXXXX (Five

I hereby witness the signature of all the Subscribers, who have signed
Business Thousand)

Prop. of Ankit Arhan Jain & Associates, Chartered Accountants

Ankit Jain S/o Sh. Vinod Jain A.C.A (M. No. 526062)

B-2/280, 2nd Floor, Sector-6, Rohini, Delhi – 110085

2. xxxxxx S/o XXXXXX R/o Flat 5000 In my presence
No. xxx, XXXXXX
(Five Sd/-
Business
Thousand) Sd/-

10000
(Ten
Thousand)
Equity
Shares

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Place: Delhi Date: The 27th Day of
October, 2021

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