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MOA Signed 2025-01-16

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THE COMPANIES ACT, 1956


MEMORANDUM OF ASSOCIATION OF
KAP (INDIA) PROJECTS AND CONSTRUCTIONS PRIVATE LIMITED

I. The name of the Company is KAP (INDIA) PROJECTS AND


CONSTRUCTIONS PRIVATE LIMITED.

II. The Registered Office of the Company will be situated in the State of
Kerala.

III. (A) The main objects to be pursued by the company on its Incorporation
are:

1. To carry on the business of builders construction contractors, civil or


electrical engineers, real estate promoters, consulting engineers, architects
and Interior designers.

B) The objects incidental or ancillary to the attainment of the main objects:-

1. To acquire and undertake the whole or any part of the business, property
and liabilities of any person carrying on any of the business which the
Company is authorized to carry on or possession of property suitable for
the purposes of the objects of the Company.

2. To negotiate and enter into any agreement(s) or arrangements with the


Government of India or any local or State Government in India or the
Government of any other State, Dominion or with any authorities local or
otherwise to other persons or firms or local associations ог companies in
any part of the world that may seem or conducive the company's objects
or any of them and to obtain from them any rights, powers and privileges
licenses, grants and concessions which the company may think fit or
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desirable to obtain and to carry out, exercise and comply with any
arrangements, rights and privileges and concession.

3. To contribute to any programme of rural development, scientific research


or such other useful purposes which will enhance the capability of the
company to carry on its main objects.

4. To apply for, purchase or otherwise acquire and protect and renew in any
part of the world any patents, patent rights, brevets, invention, trade marks,
designs, license, concessions and the like concerning any exclusive license,
or non- exclusive or limited rights to their use or any secret or other
information as to any invention which may seem capable of being used for
any of the purposes of the company or the acquisition of which may seem
calculated, directly or Indirectly, to benefit the company and to use,
exercise, develop or grant licenses in respect of or otherwise, turn to
account the property, rights or information so acquired and to expand
money in experimenting upon, testing or improving any such patents,
inventions or rights.

5. To provide for at the discretion of the Board of Directors, the welfare of


the persons in the employment including directors of the company or
formerly engaged in any business acquired by the company and the wives,
widows and families of such persons, by giving them medical treatment
and other medical facilities, free of cost or at any reduced rate as the
company may deem fit, or by grants of money, pension or otherwise, and
to contribute towards the premia of insurance payable on any lives of such
employees and to charge the amount of all such medical facilities,
subscription, contribution, premia or payments, which may be made under
this and the immediately preceding sub clause to the working expenses of
the company.
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6. To grant pension or gratuities to any employees or ex-employees and to


officers and officers and ex-officers (including directors and ex-directors)
of the company or its predecessors in business or the relations, connections
or dependents of any such persons and to establish or support associations,
institutions, club funds and trusts which may be considered calculated to
benefit any such persons or otherwise advance the interests of the company
or of members and to establish and contribute to any scheme for the
purchase, by trustees of shares in the company to hold for the benefit of the
company's employees and to lend money to the company's employees to
enable them to purchase shares of the company and to formulate and carry
into effect, any scheme for sharing the profits of the company with its
employees or any of them and to provide residential quarters and organise
housing scheme for the staff including directors.

7. To subscribe or contribute to any charitable, benevolent or useful objects


of a public character the support of which will, in the opinion of the
directors, tend to increase the reputation or popularity of the company
among the employees or the public.

8. To buy, sell, exchange, install, work, alter, improve, import or export and
otherwise deal in plant, machinery, ancillary equipment, apparatus, tools,
spare parts, materials and things necessary or convenient for carrying on
any of the business which the company is authorised to carry on or are
usually dealt in by persons engaged are in such business.

9. To purchase, sell, import, export, rent machines and machinery of any kind
which may appear to be necessary or convenient or incidental to any
business of the company.

10. To establish and maintain agencies and offices and to appoint


representatives or correspondents at any place and or places for the conduct
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of the business of the company for the purchase and sale, either to ready or
future delivery of any merchandise, commodities, goods or wares
materials, products, articles and things, required for or dealt in of
manufactured by or at the disposal of the company.

11. To amalgamate or merge with any other company or companies having


objects altogether or in part similar to those of this company.

12. To purchase, take on rent or lease, erect, construct, extend, alter or maintain
immovable properties, factories, show-rooms, buildings and structures
necessary or convenient for the company's business.

13. To the carry on any other trade or business which may seem company
capable of being conveniently carried on to in connection with any of
company's objects or calculated directly or indirectly to enhance the value
or render profitable any of the company's property or rights of which it may
be advisable to undertake with a view to improving, developing, rendering
valuable or turning to account any property movable or immovable
belonging to the company or in which the company may be interested.

14. To buy, sell, exchange, let or hire and deal in all kinds of goods, stores,
articles and things which may be required for the purposes of or used in
connection with the business of the company.

15. To issue debentures, debenture stocks, bonds, obligation and securities of


all kinds and to frame, constitute and the secure same as may seem
expedient, on the undertakings of the company (including if thought fit,
uncalled capital) or otherwise, with full power to make the same
transferable by delivery, or by instrument of transfer or otherwise and
either perpetual or terminable.
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16. To borrow or raise from any bank(s), financial institutions or other persons
or secure the payment of money in such manner as the company shall think
fit, particularly by executing mortgages and by issuing bonds or debentures
or debenture stock perpetual or redeemable charged upon all or any of the
company's assets (both present and future) including its uncalled capital,
provided the company shall not carry on banking business as defined in the
Banking Regulation Act, 1949 and to accept deposits subject to provisions
of Section 58A of the Companies Act, 1956.

17. To draw, make, accept, endorse, discount, negotiate, execute and issue and
to buy, sell and deal with bills of exchange, promissory notes and other
negotiable or transferable instruments, provided that the company shall not
carry on any banking operation within the meaning of the Banking
Regulation Act, 1949.

18. To enter into partnership or any joint venture profit- or sharing agreement
with and to co-operate in any way with assist or subsidise any company,
firm or person carrying on any business which this company is authorised
to carry on or possess of any property suitable for the purpose of the
company.

19. To lend money and guarantee the performance of the contracts or


obligation of any company, firm or person and the payment and repayment
of the capital and principal of and dividends, interest of premium payable
on, any stock, shares and securities of any company, whether having
objects similar to those of this company or not and to give all kinds of
indemnities.

20. To sell, lease, grant licenses, easements and other rights over and in any
other manner deal with or dispose off the undertaking, property, assets,
rights and effect of the company or any part thereof for such consideration
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as may be thought fit and in particular for stock, shares or securities of any
other company whether fully or partly paid up.

21. To repair, alter, remodel, clean, renovate, convert, manipulate and prepare
for resale and resell any goods from time to time belonging to the company.

22. To acquire and undertake the whole or any part of the business, property
and liabilities of any person carrying on or proposing to carry on or engage
in any business which the company is authorised to carry on or possess any
property be suitable for the purpose of this company or which can of carried
on in conjunction there with or which is capable being conducted so as
directly or indirectly to benefit the company.

23. To take any or otherwise acquire and hold share in other company having
objects altogether or in part similar to those of this company or carrying on
any business capable of being conducted so as directly or indirectly to
benefit this company.

24. To invest and deal with the moneys of the company not Immediately
required in such manner as may from time to time be determined by the
directors.

25. To create any depreciation fund, reserve fund, sinking fund, Insurance or
any special or other fund whether for depreciation or for repairing,
Improving, extending or maintaining any of the properties of the company
or for redemption of debentures or for any other purpose whatever is
conducive to the interest of the company.

C) The other objects of the Company not included in A and B above are:

1. Το carry on the business of consultancy and project engineering, project


management and supervision including design, manufacture, fabrication,
erection, commissioning, repair, alter, assembly, buy, sell, distribute, hire,
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lease and otherwise deal in all and every kind of instruments, equipments,
gadgets, devices, components, accessories and the like.

2. To manufacture, buy, sell, Import and export all kinds of vitrified tiles,
glazed tiles, other decorative tiles, all kinds of bricks, roofing tiles and all
other building materials.

3. To carry on the business as hoteliers, hotel managers and operators,


refreshment contractors and caterers and restaurant keepers in all its
segments.

4. To carry on the business of running tourist resorts whether on a time share


basis or otherwise.

5. To carry on the business of agricultural plantations of any type.

6. To carry on the business of growing various types of herbs, preparing


extracts either from own grown herbs or bought out and marketing the
same in India or abroad.

7. To take on management contract Villas, houses, flats or like properties to


be run as resorts, motels, restaurants, clubs, pubs, games arcades,
Shopping centers, health spas, gymnasiums or such other business.

IV. The liability of the members is limited.

V. The authorized share capital of the company is Rs. 7,50,00,000/- (Rupees


Seven Cores Fifty Lakhs only) divided into 7,50,000 (Seven Lakhs Filly
Thousand equity shares of Rs. 100/-(Rupees one Hundred Only) each.
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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 opposite to our respective names.

SI. Name, address and Occupation No.of equity Signature


No. description of the of the shares taken
Subscriber Subscriber by each sub-
scriber

1. KV. Mohamed Zakir Sd/-


S/o K.A. Veeravu,
Business. 10
"Nishat", Kunachira,
Trichur, Kerala

2 K.V. Yusuf Ali Sd/-


S/o K.A. Veeravu,
Thahira manzil
P.O. Karuvannur Business 10
Trichur, Kerala

Total shares taken 20

Dated this the 9th day of March, 1999 at Trichur

Witness to the above signatures:


Name, Babu. C K. Sd/-
Description, Chief Accountant
Address and Kap (India) Construction
Occupation City Centre Round West,
Trichur-1.

Digitally signed by YASIR ZAKIR


Date: 2025.01.16 14:23:51

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