ARTICLES OF ASSOCIATION

OF

i. PRELIMINARY

The Rules contained in the First Schedule of the Companies Act No.7 of 2007 shall
apply to the Company save and except in so far as they are excluded or varied hereby:
and in the case of any conflict between the provisions herein contained, and the
Regulations of the said First Schedule, not excluded or varied hereby as aforesaid, the
Provisions herein shall prevail.

ii. OBJECTS

i) To carry on the business to function as Ayurveda and traditional treatment center,

providing holistic health care, yoga dharshan and spiritual well-being.

ii) To conduct training activities on ayurveda therapy, panchakarma, treatment

methods of ayurveda and traditional medicine.

iii) To be accredited by boards of vocational training institutes, universities and other

academia in Sri Lanka or abroad as a training academy, in the education scope of
vocational and tertiary education, without getting engaged in primary and
secondary education.

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 iv) To develop curricular and syllabi on such training programmers’, be accredited by
relevant academia and conduct training programmers’ and practical sessions.

v) To register students from Sri Lanka or abroad, for such programmers for a fee or
free, train, evaluate and issue certificates on qualification the achievements under
the affiliated academic institutes.

vi) To produce Ayurveda medicine, ayurveda beauty care products for national and
international markets.

vii) To publish books written by directors and staff, journals, annals and research
papers in the field of Ayurveda and traditional medicine.

viii) The company shall carry out all kind of business transactions allowed under the
law of the country and in accordance with the Companies Act.

iii. ANCILLARY POWERS

a. To borrow and raise money, to receive money in deposit at interest and to

secure the payment of such money in any manner that the Company may think
fit.

b. To draw, accept, and/or negotiate, purchase and discount, hold and dispose of
promissory notes, bills of exchange, bankers’ drafts, warrants, cheques and
other negotiable instruments and to operate and maintain bank accounts in any
currency.

c. To enter into any arrangement with any Government or authorities, supreme,

municipal, local or otherwise that may seem conductive to the company’s
objects or any of them and to obtain from any such Government or authority
any rights, privileges, and subsidies, which the company may think it desirable
to obtain and carry out exercise and comply with any such arrangements,
charters, contracts, franchise, decrees, rights, privileges and concessions.

d. To give guarantee in relation to mortgage, loans, investments and securities

whether made or effected or acquired through the Company’s agency or
otherwise and generally to guarantee or become sureties for the performance
of any contracts and obligations

e. To import any herbs, herbal products, minerals, mineral products, equipment

and machinery may be required for the manufacture, conversion and
processing of all or any goods and products of the Company.

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f. To adopt such means of making known of the products of the Company and of
others as may seem expedient and in particular by advertising in the press, on
the radio, television, internet, by circular, by purchase and exhibition of books
and periodicals, and by granting prizes, scholarships, rewards and donations
and by propaganda of all kinds.

g. To purchase, take on lease or in exchange, hire or otherwise, acquire any

immovable or movable property and any rights or privileges which the
Company of its business.

h. To procure the Company to be registered in any foreign country or place.

i. To sell, let or grant any patent rights, concession licenses, invention rights and
privileges, belonging to the Company or which it may acquire.

j. To register any patent or patents for any invention, inventions, proprietory

formulations or obtain exclusive or other privileges in respect of the same in
any part of the world and to apply for, exercise use or otherwise deal with or
otherwise turn to account any patent rights, concessions, monopolies or other
rights or privileges acts of Parliament, or provisional orders, either in Sri Lanka
or elsewhere.

k. To distribute any of the property of the Company among the members in

species or kind, whether by way of dividend or upon a return of capital 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.

l. To invest and deal with the moneys of the Company not immediately required
for the purpose of the business of the Company in or upon such investments or
securities in such manner as may from time to time determined.

m. To mortgage and charge the undertaking and all or any of the real and personal
property and assets, present or future, and all or any of the uncalled capital for
the time being of the Company, and to issue at part or at a premium or discount,
and for such consideration, and such rights, powers and privileges as may be
thought fit, debentures, mortgage debentures or debenture stock, payable to
bearer or otherwise and either permanent or redeemable or repayable and
collaterally or further to secure any securities of the Company by a trust deed
or other assurance.

n. To appoint, engage, employ, maintain, provide for and dismiss attorneys,

agents, superintendents, managers, engineers, technicians, clerks, labourers
and servants, in Sri Lanka or elsewhere, and to remunerate any such at such
rate and in such manner as shall be thought fit.

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o. To aid, pecuniary or otherwise, any association body or movement having as
an object the solution, settlement or surmounting of industrial or labour
problems, troubles or disputes or the promotion of industry or trade.

p. To establish and support or aid in the establishment and support of educated

and enterprising Sri Lankans in commerce and trade in foreign countries.

q. To communicate with Chambers of Commerce and other mercantile and other

public bodies throughout the world and concert and promote measures for the
protection of the trade relating to the product, process or manufacture of local
products and persons engaged therein.

r. To promote and protect trade and commerce related to the exploration of

locally manufactured or processed goods and the manufacture of local
products.

s. To establish and maintain in any parts of the world, stores, shops and places
for the sale and exhibition of locally manufactured, produced or processed
goods of any and every description whatsoever wholesale or retail and to
establish in any part or parts of the world agencies for carrying on or
developing the business of the company.

t. To acquire and carry on all or any part of the business or property and to
undertake any liabilities of and to assist and subsidise any person or company
possessed of property suitable for any of the purposes of the Company or
carrying on any business which the company is authorized to carry on or which
can be conveniently carried on, in connection with the same or which may
seem to the company calculated directly or indirectly to benefit the company,
and to acquire by purchase or otherwise all or any part of the business,
property, asset and liabilities or any person or Company whatsoever, and as
the whole or any part of the consideration for same to pay cash or issue,
transfer, or assign any shares, stocks, debentures, obligations (whether fully or
partly paid or satisfied) of the company or of any other company.

u. To establish or promote or concur in establishing or promoting any other

company whose objects include the acquisition and taking over all or any part
of the business undertaking. Property rights, assts, liabilities and transactions
of this Company or the promotion of which shall be in any manner calculated
to advance directly or indirectly the objects or interest of this Company, and
to acquire and hold or dispose of shares, stocks or securities of and guarantee
the payment of the dividends, interest or capital of any shares, stocks or
securities issued by or any other obligations of any such company.

v. To amalgamate with any company whose objects are or include objects similar
to those of this Company, whether by sale or purchase (for fully or partly paid-
up shares or otherwise) of the undertaking, subject to the liabilities of this or
any such other Company as aforesaid, with or without winding-up or by sale

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 or purchase (for fully or partly paid-up shares or otherwise) of all or a
controlling interest in the shares or stock of this or any other Company as
aforesaid or by partnership or any arrangement of the nature of partnership or
in any manner.

w. To enter into any partnership or joint venture arrangement or arrangement for

sharing profits union of interest of co-operation with any company, firm or
person carrying on or proposing to carry on any business within the objects of
the Company, and acquire, hold, sell, deal with or dispose of shares, stock or
securities of any such company, and to guarantee the contracts, of liabilities of
or the payment of the dividends, interest or capital of any shares stock or
securities of and to subsidies or otherwise assist any such company.

x. To do all or any of the matters and things mentioned in the preceding sub-
paragraph in any part of the world and either as principals, agents, trustees,
contractors or otherwise, and either alone or in conjunction with others and
either by or through agents, sub-contractors, trustees or otherwise.

y. To pay all expenses, incidentals to the formation or promotion of the Company

or any other company and to remunerate any person or company for services
rendered or to be rendered in placing or assigning to place or guaranteeing the
placing of any of the shares in or debenture or other securities of the Company,
or in or about the promotion formation or business of the Company or of any
part other company promoted wholly or in part by this Company.

z. To do all such other things as are incidental or conductive to the above objects
or any of them.

iv. SHARES

Article No 1 (1) of the First Schedule is excluded and the following is substituted
therefore: -

1 (1)
a. The shares in the capital of the company shall be at the disposal of the directors
and they may be issued with such preferred, differed or other special rights or
such restriction whether in regard to dividend, voting, return of capital or
otherwise as the Directors may from time to time by ordinary resolution
determine.
b. Bonus Shares

The Company in General Meeting may authorize any part of the undivided
profits of the Company to be capitalized and distributed as fully paid bonus
shares among the shareholders of the Company in the same proportion as a
dividend.

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v. DISTRIBUTIONS

The Company may make distributions to shareholders in accordance with section 56

of this Act. Subject to paragraph (2) of this Article, every dividend must be approved
by the board and by an ordinary resolution of the shareholders. The board must be
satisfied that the Company will immediately after the distribution, satisfy the solvency
test. The directors who vote in favour of the distribution, must sign a certificate of
their opinion to that effect.

The board may from time to time approve the payment of an interim dividend to
shareholders, where that appears to be justified by the company’s profits, without the
need for approval by an ordinary resolution of the shareholders. The board must be
satisfied that the company will immediately after the interim dividend is paid, satisfy
the solvency test. The directors who vote in favour of the interim dividend must sign
a certificate of their opinion to that effect.

The company is deemed to have satisfied the solvency test if –:

(a) it is able to pay its debts as they fall due in the normal course of business; and

(b) the value of its assets is greater than the sum of the value of its liabilities and
its stated capital.

vi. TRANSFER OF SHARES

The following Articles numbered 4(2) i - 4(2) iii shall be added immediately after
article 4(2):
4(2) i
any members desiring to sell or transfer his shares shall first offer the
shares proposed to be sold by him to all the other members in the same
proportion of the shares held by them respectively in the Company at
the time of the offer and such offer shall be made to them in writing

In the event of any such member not purchasing the shares within thirty
days after such offer is made by paying the price therefor, then the
member desiring to sell shall offer same shares to the existing members
outside the proportion. Such offer shall remain valid or one month.

In the event of any such member not purchasing the shares offered to
them outside the proportion by paying the agreed price, the member
desiring to sell shall request the Board of Directors to determine as to
how the disposal should be carried out. The Directors shall within two
weeks from such request is made shall be bound to determine the
methodology and inform the relevant shareholder.

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 4(2) ii
in case any difference arises between the proposing transferor and the
purchasing member, as to the fair value of the share, the Auditors shall
on the application of either party certify in writing the sum which, in
his opinion, is the fair value and the proposing transferor shall be bound
upon payment of the value as determined by the Auditor, to transfer the
shares to the purchasing member.

In so certifying or fixing the fair value of the share, the Auditors shall
be considered to be acting as an expert and not as an arbitrator.

4 (2) iii
Subject to the provisions of these Articles the Directors may without
assigning any reason therefore and without being liable or compellable
by any person or authority whomsoever to assign any reason for such
refusal decline to register any transfer of shares if: -

a) such share/shares is/are not fully paid; or

b) the Company has a lien on such share/shares; or

c) the registration of the transfer would cause the number

of members of the Company to exceed the number
permitted by statute; or

d) the proposed transferee is not already a member, or

child or spouse of a member or deceased member; or

e) the instrument of transfer is not made and presented in

the form and manner prescribed by the Articles.

vii. REDEMPTION AND REPURCHASE

The following Article numbered 4(4) to 4(6) shall be added immediately after Article
4(3) of the First schedule: -

4 (4)
Purchase of its own shares
The Company may agree to purchase or otherwise acquire its own shares in
accordance with the provisions of the Act.

4 (5)
Redemptions of shares
The Company may redeem a share in terms of the Act, where the terms of
issue provide for such redemption.

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 4 (6)
Sub division of shares
The Company may consolidate or split (ie subdivide) all or any of its shares in issue
in such proportions as it may seem fit in a manner which would leave the relative
voting and distribution rights of all shareholders substantially unaffected, with the
sanction of the shareholders by way of a special resolution

viii. METHODS OF HOLDING MEETINGS

A meeting of shareholders may be held either—

(a) by a number of shareholders who constitute a quorum being assembled

together at the place, date and time appointed for the meeting; or

(b) by means of audio, or audio and visual communication by which all

shareholder participating and constituting a quorum can simultaneously hear
each other throughout the meeting.

ix. MEETINGS OF SHAREHOLDERS

Quorum.
Article No 8(2) of the first schedule is excluded and the following substituted
therefore: -

8 (2)
The quorum for a meeting of shareholder shall be one, shareholder present in
person or by proxy or by attorney or being corporations by their duly
authorized representative.

x. VOTING

Article No 10(1) (a) of the First schedule is expressly deleted

xi. DIRECTORS AND SECRETARY

The Directors of the Company for the time being shall be:
➢ Milani Bernedeth Gomez
➢ Samaraweera Arachchige Chandra Abeysekara

xii. APPOINTMENT AND REMOVAL OF DIRECTORS

Article 20(1) of the first schedule is excluded and the following substituted therefore:

20 (1)
a. The number of directors shall be not less than Two (02) and not more than Five
(05) exclusives of nominated directors.

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 b. The directors shall have power at any time and from time to time, to appoint
any person to be a director, either to fill a casual vacancy or and in addition to
the existing directors, but so that the total number of directors shall not at any
time exceed the number fixed in accordance with these Articles

xiii. BORROWING POWERS

The Board may from time to time at their discretion raise, borrow or secure the
payment of any sum or sums of money and obtain other accommodation for the
purposes of the Company and may give security for the same by mortgage or pledge
or issue of bonds, debentures or debenture stock of the Company or other form of
security charged upon all or any part of the Company both present and future including
its uncalled capital for the time being or in such other manner and upon such terms
and conditions in all respects as the Directors think fit.

The Company may also give security by way of mortgage, pledge or other forms of
security charged upon all or any part of the Company both present and future for
securing the borrowings of any other Company or person upon such terms and
conditions in all respect as the Directors think fit”

xiv. ALTERNATE DIRECTORS

The following Article numbered 22(10) to 22(12) shall be added after Article 22(9) of the
First schedule: -
22 (10)
Any Director may at any time by notice in writing left at the registered office of the
Company appoint any person approved by the Directors to be an Alternate Director to
act in his place. A person appointed to be an Alternate Director shall not in respect of
such appointment be entitled to receive any remuneration from the Company nor be
required to hold any share qualification, but the Directors may reimburse the Alternate
Director such reasonable expenses as he may incur in attending and returning from
Meetings of the Directors which he is entitled to attend or as he may otherwise properly
incur in or about the business of the Company or may pay such allowances as they may
think proper in respect of those expenses. An Alternate Director shall be entitled to
receive notices of all meetings of the Directors and to attend and vote as Director at any
such Meeting at which the Director appointing him is not personally present and
generally to perform all the functions of his appointor as a Director in the absence
of such appointor. An Alternate Director appointed to act in place of an Executive
Director of the Company, shall not, by virtue of such appointment assume the functions
of his appointor, as an Executive of the Company unless the Board shall otherwise
determine.

22(11)
An Alternate Director shall ipso facto cease to be an Alternate Director in any of
the following events, that is to say:

(a) upon the resumption of his duties as a Director by his appointer,

(b) if his appointer ceases for any reason to be a director;

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 (c) if the Alternate Director shall have a receiving order made against
him or compounds with his creditors or is adjudicated an
insolvent;

(d) if the Alternate Director is of unsound mind;

(e) if the appointment of the Alternate Director is revoked by his

appointer by a notice left at the registered office of the Company;

(f) If the Directors resolve that the appointment of the Alternate

Director be terminated.
22 (12)
The Board may from time to time appoint one or more of its body to be the holder
of any Executive Office such as the Managing Director, Chief Executive Officer,
Chief Operating Officer on such terms and for such period as they think fit. A person
so appointed shall receive such remuneration as the Board may determine.
Executive Directors holding office shall not be subject to election or retirement by
rotation, but his appointment shall be automatically determined if he ceases from
any cause to be a director.

The Directors may entrust to and confer upon any Executive Director any of the
powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit and either collaterally with or to the exclusion
their own powers and may from time-to-time revoke, withdraw, alter, or vary all or
any of such powers.

No share qualification shall be necessary for Executive Directors.

xv. PROCEDURE AT MEETINGS OF DIRECTORS

i. Methods of Holding Meetings

A meeting of the Board may be held either—

(a) by a number of the directors who constitute a quorum being assembled

together at the place, date and time appointed for the meeting; or

(b) by means of audio or audio and visual communication by which all

directors participating and constituting a quorum can simultaneously hear
each other throughout the meeting
ii. Quorum

Article No 27(1) of the first schedule is excluded and the following substituted
therein: -

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 27(1)
The quorum necessary for the transaction of business of Directors shall be two

xvi. ACCOUNTS AND AUDIT

Article No 33 (5) of the Frist schedule shall be excluded and the following shall
substituted therein -;

33 (5)
The board must within five months after the balance sheet date of the
Company, prepare an Annual Report on the affairs of the Company during the
accounting period ending on that date which complies with section 166 of this
Act. The board must send a copy of the Annual Report to every shareholder
not less than fifteen working days before the date fixed for holding the Annual
General Meeting of the Shareholders.

xvii. METHOD OF CONTRACTING

A contract or other enforceable obligation may be entered into by a company as

follows: -
a. An obligation which, if entered into by a natural person is required by law
to be in writing signed by that person and be notarially attested, may be
entered into on behalf of the company in writing signed under the name of
the company

i) Two directors of the company

or
ii) if there be only one director, by that director;
or
iii) one director and secretary.
or
iv) one director together with any other person acting under the
expressed authority of the directors

b. an obligation which, if entered into by a natural person is required by law

to be in writing and signed by that person, may be entered into on behalf
of the company in writing signed under the name of the company by one
director or a person acting under the directors expressed authority

xviii. PRIVATE COMPANY

1. The Company is a private company within the meaning of section 27 of the

Companies Act No. 7 of 2007 and accordingly

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 a. prohibit the Company from offering shares or other securities issued by the
Company to the public; and

b. limit the number of its shareholders to fifty, not including shareholder who are: -

i) employees of the Company; or

ii) former employees of the Company who became shareholders of the company
while being employees of such company and who have continued to be
shareholders after ceasing to be employees of the company.

2. The Company may by unanimous resolution of its shareholders dispense with the
keeping of an interest register. Any such resolution shall cease to have effect if
any shareholder gives in writing to the Company that he requires it to keep an
interest register.

3. Where all the shareholders of the Company agree to or concur in any action
which has been taken or is to be taken by the Company –

a. the taking of that action is deemed to be validly authorized by the Company,

notwithstanding any provision in these articles; and

b. the provisions of this Act referred to in the Second Schedule to this Act, do not
apply in relation to that action, pursuant to section 31 of the Act.

xix. INTERPRETATION

In these Articles “the Act” means the Companies Act. No. 7 of 2007 and terms which
are defined in the Act shall have the same meaning in these Articles.

I the initial shareholder of the proposed company hereby agree to the foregoing
Articles of Association.

NAME, ADDRESS AND SIGNATURE

DESCRIPTION OF
SHAREHOLDER

Milani Bernedeth Gomez …………………………

Residential Address
No.25/1A, Gnanathileke Mawatha
Mount Lavinia

Dated 20th day of May 2024.

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