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Annexure “A”

ARTICLES OF ASSOCIATION OF

ANVI MATERIAL (PVT) LTD

1. The rules contained in the FIRST SCHEDULE of the Companies
Act No. 7 of 2007 (hereinafter called and referred to as “Model
Articles”) together with the provisions contained in Part II of the
Companies Act No. 7 of 2007 SHALL APPLY to the Company
and be deemed to be incorporated herewith except so far as
expressly or by implication modified or excluded or declared not
to apply in the construction of these presents, unless there shall
be something in the subject or context inconsistent therewith, the
words standing in the First Column of the following table shall
bear the meaning set opposite them respectively in the Second
Column thereof, words importing masculine gender only shall
include the other genders, words importing the singular number
only shall include the plural number and vice versa and words
importing persons shall include bodies corporate and
unincorporated.

WORDS MEANING

Act The Companies Act No. 7 of

2007 as amended from time to
time.

Affiliate Means with regard to a

Shareholder any company, a
majority of whose shares are
owned or controlled, directly or
indirectly, by that Shareholder
or by any holding company of
that Shareholder or any
shareholder of such holding
Company.

Board The Directors for the time

being of the Company
including Alternate
Directors.

Chairman The Chairman of the Board.

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Company ANVI MATERIAL (PVT)

LTD
Extraordinary Meaning assigned thereto in
Resolution the Act.

Month Calendar month.

Office The registered office of the

Company.

Paid-up Paid-up or credited as paid-

up.

Seal The common seal of the

Company.

Shareholder A Shareholder of the

Company.

Shares Shares of the Company.

Special Resolution Meaning assigned thereto in

the Act.

Statutes The Act and every other legal

enactment for the time being
in force concerning
companies and affecting the
Company.

These present These Articles of Association

of the Company, as from
time to time altered in
accordance with these
presents and the Statues.

Year Calendar Year.

Writing Written or produced by any

substitute for writing, or
partly one and partly another.

Save as aforesaid, any words or expressions defined in the Statues

shall, if not inconsistent with the subject or the context, bear the same
meaning in these presents.
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(A) SHARES

2. The following rule shall be numbered 1A and shall be inserted

immediately after Rule 1 in the Model Articles.

1A “The Company is a Private Company within the meaning

of Part II of the Act.”

3. The following Rules shall be numbered “4(7)” and “4(8)” and

inserted immediately after Rule 4(6) in the Model Articles:

4(7) “The Directors may at their absolute discretion and without

assigning any reason therefore, decline to register any
transfer of any share, whether or not it is a fully-paid
share.”

4(8) “Subject to the provisions of the Act no shareholder

shall sell or dispose of his shares to any outsider unless
all the other existing shareholders consent to same. Any
sale or disposal of shares by an existing shareholder
shall be made at all times to the existing shareholders
who will have the right of first refusal. If and only if the
existing shareholders refuse to purchase such shares
within a period of fourteen (14 ) days shall such shares
be offered to any outside party and such outside party
shall have to be approved by all the remaining
shareholders. The remaining shareholders shall not
withhold such approval in an unreasonable manner”

(B) MEETINGS OF SHAREHOLDERS

4. The following Rule shall be numbered “11(5)” and inserted

immediately after Rule 11(4) in the Model Articles:

11(5). “An instrument appointing a proxy for whatsoever

purpose may be in any usual or common form or in any
other form which the Board of Directors may approve.”
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(C ) DIRECTORS AND SECRETARY

5. Rule 20(1) in the Model Articles is hereby expressly excluded

and the following substituted therefore:

20(1). “Until otherwise determined by the shareholders by

ordinary resolution the number of Directors shall be not
less than One (1) and not more than Seven (7). The first
Director of the Company shall be;

(a) MR. VINOTH BALACHANDRAN

6. The following Rules to be numbered “21(4)”, “21(5)”, “21(6)”,

“21(7)”, “21(8)”, “21(9)” and “21(10)” respectively shall be
inserted after Rule No. 21(3).

21(4). “Any director may at any time, by notice in writing

under his hand, appoint any other Director or any other
Person approved by the Board, as his alternate and may
at any time revoke any such appointment.”

21(5). “The remuneration or allowance or any other payment to

be made to as Alternate Director shall from time to time
be determined by the Board of Directors.”

21(6). “An Alternate Director need not hold any qualification

of shares but he shall ipso facto cease to be an Alternate
Director in the event of the appointer ceasing to be a
Director.”

21(7). “An Alternate Director appointed to act in place of the

Chairman of the Company, shall not by virtue of such
appointment assume the function of his appointer as the
Chairman unless the board shall otherwise determine.”

21(8). “A person may act as an alternate for more than one

Director.”

21(9). “An Alternate Director shall be entitled to receive

notice of meetings of Directors and to attend and vote as
a Director at any meeting at which his appointer is not
personally present and to sign and approve any circular
resolution of the Board when the Director appointing
him is not available for such purpose and generally at
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such meeting and in the business of the Company to

perform all the functions of his appointer, as a Director
in the absence of his appointer.”

21(10). “An Alternate Director may be appointed for a specified

period or until the happening of a specified event but he
shall ipso facto cease to be an Alternate if his appointer
ceases for any reason to be a director or if the
appointment is revoked by the appointer in a writing
which is served upon the Company.”

(D.) MISCELLANEOUS

10. Rule No. 39(5) in the Model Articles is expressly excluded and
substituted by the following Rule which shall be numbered as
Rule No. 39(5):-

39(5). “Nothing in these presents shall prevent a Notice being

given by the Company to a Director or Shareholder via
electronic mail (e-mail). Such notices shall have the
same affect as any valid notice under the Act.”

IN WITNESS WHEREOF the subscribers to these Articles have hereunto

set and subscribed their names at the place and date hereinafter.

NAMES, ADDRESSES AND DESCRIPTIONS

SIGNATURE OF THE INITIAL SUBSCRIBERS

(1) MR. VINOTH BALACHANDRAN

335, SURASAIPILLAYRKULAM,

VAVUNIYA,

Director
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(2) MR. WELLALAGE THAMARA DANANJAYA GUNARATHNA

NO 57, NEW RENIL ESTATE,

HINDAGOLLA KURUNEGALA,

Secretary

Dated this (15th ) Fifteenth day of September TWO THOUSAND AND

TWENTY ONE (2021 ) at COLOMBO.