MEMORANDUM OF ASSOCIATION

OF
JSW GMR CRICKET PRIVATE LIMITED
(INCORPORATED UNDER THE COMPANIES ACT, 1956)

(Private Company Limited by Shares)

I. The name of the Company is “JSW GMR Cricket 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

1. To undertake all kinds of commercial activities in the sports and sports related health fields
including the providing of sports infrastructure, consultancy and without limiting the scope, to
engage in the following activities :
a. To organize sports events, maintaining sports teams, construction, maintenance and
taking on or leasing out stadiums (Indoor and outdoor) or player’s ground, providing
coaching to players, engaging umpires, ground men, and undertaking other related
sports and cultural activities.
b. To manufacture, deal or trade in gaming equipments, apparatus or items related to
sports events or activities, provision and maintenance of gaming clubs, arranging of
refreshment outlets and other entertainment facilities, engaging sponsors,
publishing advertising materials, undertaking promotions, organizing press
conferences and other allied activities for facilitating the sports/ games events.
c. To own, lease, rent and undertake contracts for preparing, constructing,
maintaining playgrounds, fields, stadiums (Indoor and Outdoor), arenas,
gymnasiums, water sports fields, golf courses, swimming pools, aquatic tracks,
horse race tracks, motor race tracks, speedromes and all other types of fields,
arena, turfs, lawns and the like where sports and sports related activities are held
and conducted.
d. To provide lighting and audio/visual systems for all kinds of sports, installation of
sensors of all types, score boards, photographic equipments and other
gadgets/equipment required for the purpose of conducting, recording sports
events.
e. * To run in India and/or abroad coaching centres, gymnasiums, health clubs, fitness
centres, indoor stadiums, sports physiotherapy centers, sports bars, aerobic clubs,
fitness centers, yoga centers, slimming centers, nutrition clinics, and sports clubs in
general by taking individual/ corporate membership either with defined rights of
access or otherwise and either directly or through franchisee arrangement or in
partnership with others.
f. To offer specialised coaching facilities for various sports activities by providing the
service of professional coaches, trainers, physiotherapists, technical experts, sports
officials, referees, umpires, sports psychologists,
g. To undertake various kinds of due diligence and certification work for
national and international sports bodies from time to time and to obtain
accreditations therefor from Government, national or international
institutions, sports bodies, associations etc.
h. To manufacture, sell, lease, rent, import, export or otherwise deal in all kinds of
sports and sports related goods, materials, equipment, machinery, first aid kits,
 sports goods kits, prizes, cups, shields, trophies, medallions and other type of award
materials and all other sports related infrastructure items, accessories and the like.
i. To manufacture and/or import, export, trade, sale all kinds of sports wear and
apparels and accessories.
j. To manufacture, sell, export, import, trade and deal in all kinds of sports medicine,
and pharmaceutical products and accessories and to run clinics specifically oriented
for sports persons.
k. To collect, analyse, store and trade in sports related information, films, footage,
news, interviews, and recorded media of various sports events, and to publish
magazines, newspapers, albums and provide/furnish all types of sports information
in printed, electronic or other media.
l. To set up, undertake, care rent, lease, trade and to maintain stud farms for horses
and stables for race clubs.
m. To conduct research, tests and trials for advancement/ improvement in any and
every aspect related to sports, sports medicine, and to offer sports consultancy
services, sports event management services.
n. To acquire, sell and trade in all kinds of sports related event rights, broadcasting and
transmission rights, recording rights and all other information rights, copyrights and
the like.

2. To fund, give grants, make donations, provide sponsorship ,scholarship for sports persons and to
conduct researches, studies and analysis in the sports arena with a view to encourage sports and
sports personalities.
3. To organise, conduct, and operate sports related tours, travel clubs, and ticketing services.
4. To form, acquire, run, operate teams in various sports and to take part in domestic, national, and
International events.

(B) OBJECTS INCIDENTAL AND ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS

1. To acquire and take over a running concern or otherwise, the whole or any part of
the business, property, right licenses, and other assets and liabilities of any person,
firm or company carrying on any business which the company is authorised to carry
on, or possessed of property or rights and licenses suitable for the purpose of the
Company, on such terms and conditions and for such compensation as may be
agreed upon.
2. To buy, sell, import, export or otherwise deal in all or any items manufactured by
the Company and acquire from time to time and deal in all such stock-in-trade,
goods, chattels and effects as may necessary or convenient for any business for the
time being carried on by the company.
3. To develop and turn to account any land acquired by the Company or in which it is
interested, and in particular by laying out and preparing the same for building
purposes, constructing, altering pulling down, decorating, maintaining, fitting up
and improving buildings, and by planting, paving, draining, farming, cultivating and
letting building on lease or building agreement, and by advancing money to and
entering into contract for the above purposes.
4. To enter into any arrangement or agreement with any Government, State or
authority, municipal, local or otherwise or any corporation, companies, firms or
persons that may seem conducive to the attainment of the Company’s objects or
any of them to obtain from any such Government, State authority, corporation,
company, firm or person any rights, privileges or concessions and to carry out,
exercise and comply with such arrangement or agreement.
The memorandum of association of the company floated by Sreesanth

(THE COMPANIES ACT, 1956) (PRIVATE COMPANY UNITED BY SHARES)

MEMORANDUM OF ASSOCIATION OF S36 SPORTS & ENTERTAINMENT PRIVATE LIMITED

I. The name of the Company is S36 SPORTS & ENTERTAINMENT PRIVATE LIMITED.

II. The registered office of the Company will be situated in the State of KARNATAKA.

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

1. To run in India and/or abroad coaching centres, gymnasiums, health clubs, fitness centres, betting houses,
indoor stadiums, sports physiotherapy, centers, sports bars, aerobic clubs, fitness centres, yoga centres,
slimming centers, nutrition clinics and sports and games clubs in general by taking individual/ corporate
membership either with defined rights of access or otherwise and either directly or through franchisee
arrangement or in partnership with others

2. To form, acquire, run, operate teams in various sports and games and to take part in domestic, national, and
international events

3. To promote and market all types of branded and unbranded gears, equlpments and accessories of all sports
and games.

4. To carry on in India or elsewhere the business of organizing and managing all kinds of events, shows, charity
functions, parties, celebrations and such other programmes and festivities for image building, marketing and
entertainment.

(8) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS OF THE
COMPANY ARE: -

1. To acquire, purchase, take over and/or amalgamate business of companies having similar objects which under
existing Circumstances, from time to time may conveniently or advantageously be combined with the business of
the Company; to amalgamate with companies whose business are so acquired, purchased or taken over and/or
to enter into agreements with the objects or acquisition of such undertakings and/or business.

2. To negotiate loans, to draw, accept, endorse, discount, buy, sell and deal in bills of exchange, promissory
notes, bonds, debentures coupons, other negotiable instruments and securities but shall not carry on the
business of banking as defined in the Banking Regulation Act, 1949.

3. To give any guarantee or indemnity for the payment of money or the performance of any obligation or
undertaking.

4. To borrow or raise money and secure and discharge any debt or obligation binding on the Company In such
manner as may be thought fit, and in particular by mortgages of the undertaking and all or any of the undertaking
and all or any of the Immovable/movable property (present or future) and the uncalled capital of the Company, or
by the creation and Issue, on such terms as may be thought expedient of debentures or debenture stock,
perpetual or otherwise, or other securities of any description subject to directives of Reserve Bank of India
subject to the provisions of the Companies Act, 1956 or any other law in force and Reserve Bank of India
guidelines issued from time to time.

5. To purchase, take on lease or In exchange, hire and otherwise howsoever acquire any Immovable or movable
property, patents, licenses, rights and privileges which the Company may think necessary or convenient for the
purpose of its business and In particular any land, tenements, buildings and easements and to pay for same
either in cash or In shares or securities and to sell, let, lease or under lease or otherwise dispose of or grant right
over any Immovable property belonging to the Company.

6. To purchase or otherwise acquire, erect, maintain or reconstruct any buildings, offices and other things found
necessary or convenient for the purposes of the Company.

7. To open current or other accounts with any banks or merchants, to pay money into and draw money from such
accounts.

8. To amalgamate, enter into partnership or make any arrangement for sharing profits, union of interests, co-
operation, joint venture or reciprocal concession, or for limiting competition, with any individual, person, firm or
Company carrying on or engaged in or about to carry on or engage in or which can be carried on in conjunction
therewith.

9. To enter into any arrangements with any governments or authorities that may seem condudve to the
attainment of the Company’s objects or any of them, and to obtain from any such government or authority, any
rights, privileges, licenses and concessions, which the Company may consider necessary or desirable to obtain
and to carry out, exercise, use or comply with any such arrangements, rights, privileges or concession.

10. To form, promote, subsidise, organize and assist or aid in forming, promoting, subsidizing, organizing or
aiding companies having similar objects or partnerships of all kinds for the purpose of acquiring and undertaking
any property and liabilities of this Company, or for advancing directly or indirectly the objects thereof or for any
other purposes which the Company may think expedient.

11. To take part in the formation, supervision, or control of the business or operations of any Company having
similar objects or undertaking and for that purpose to act as issue house, registrars and share transfer agents,
financial advisors or technical consultants or in any other capacity and to appoint and remunerate any Directors,
Administrators, Accountants or other experts or agents in connection with the business of the Company.

12. To invest and deal with the moneys and any assets of the Company not immediately required, in such
manner as may from time to time be determined by the Board of Directors Including investments in shares, stock
and security Issued or guaranteed by any other company or Government or such other authority.

13. To obtain registration, incorporation or recognition of the Company under the laws or regulations of any other
country and to do a" acts necessary for carrying on any business or activity of the Company in any foreign
country.

14. To pay all costs and expenses incurred or sustained in or about the promotion, incorporation and
establishment of the Company or which the Company shall consider to be preliminary out of the funds of the
Company.

15.To refer to or agree to refer any claim, demand, dispute or any other question by or against the Company or in
which the Company is interested or concerned and whether between members or their representatives, or
between the Company and third parties, to arbitration, to observe and perform and to do all acts, matters and
things to carry out or enforce the awards.

16. To sell, dispose of, or transfer the business, property and undertaking of the Company or any part thereof, for
any consideration which the Company may deem fit to accept.

17.To acquire by purchase, lease, assignment or otherwise lands, tenements, buildings, easements, rights and
advantages of any kind whatsoever and the same to resell, mortgage, let, lease or otherwise deal with.

18. To purchase or acquire the goodwill or any interest in the business of a similar nature, kind or character to or
with those of this Company and to amalgamate in whole or in part or effect any other arrangements with other
companies, partnerships or persons.

19. To acquire, manage and maintain or undertake the whole or any part of the business, property and liabilities
of any person, firm or Company having Similar objects.
20. To undertake, transact and execute all and every kind of agency business for the purpose of the business of
the Company.

21. To enter into partnerships or Into any arrangement for sharing profits or carrying on any activity of the
Company which the Company is authorized to carry on.

22. To lend money to or guarantee the contracts of or otherwise assist any person or Company but shall not
carry on the business of banking as defined in the Banking Regulation Act, 1949.

23. To subscribe, contribute, assist or to guarantee money for charitable, benevolent, reliqtous,
SCientific,national or social purposes.

24. To award benefits including pensions, insurances, annuities, gratUities, profit sharing schemes, share
purchase schemes or charitable aid to any person who is or has been an employee or a Director of the company
and also to their dependants

25. To purchase, take on lease or otherwise acquire, erect, construct, work, maintain and improve land, building
and any other appliances or equipment required for the purpose of the Company.

26. To carry out the objects of the Company as principals, agents, contractors, trustees or otherwise anywhere in
the world and by or through trustees, agents or otherwise and either alone or in conjunction with others and to do
all such other things as are incidental or as any be condudve to the attainment of the main objects or any of them

27. To apply for, tender, purchase or otherwise acquire any contracts, sub-contracts licenses and concession for
or in relation to the objects or business of the Company and to undertake, execute, carry out, dispose of or
otherwise turn to account the same.

28. To apply for and utilise financial assistance from Government, State or Central financial Institutions, Bankers,
Companies, firms or individuals for the purpose of carrying on and developing all or any of the business of the
Company.

29. To insure with any person, Company or corporation, go-downs, goods therein, vehicles, equipment, buildings
and other properties of the Company against the risk of any loss or damage and also against third party risk.

30. To acquire and undertake the whole or any part of the business, property and liabilities of any person, firm or
Company carrying on any business, which this Company is authorized to carry on or possessed of property
suitable for the purpose of the Company for such consideration as the Company may think fit.

31. To sell, let, exchange, mortgage, dispose of or otherwise deal with the movable and immovable assets of the
Company or any part thereof upon such terms and conditions and for such considerations as the Company may
think fit.

32. To undertake all work and service contracts out side India, in connection with the main object of the
Company.

33. To provide all technical assistance and service Including the supply of raw materials required for the business
of the company.

34. To apply for, register, purchase acquire maintain renew and dispose of in any way, secret processes,
patents, patent rights, trade marks, designs, licenses, protections and concessions anywhere in the World and
alter, use sell, manufacture under license or grant licenses or privileges and experiment on or modify any of the
above.

35. To remunerate any person or company, for services rendered or to be rendered in or about the formation or
promotion of the company or the conduct of its business.

(C) THE OTHER OBJECTS OF THE COMPANY NOT INCLUDED IN (A) AND (B) ABOVE ARE: -

1. To carry on the business of advertising, media publicity and to produce films and albums.
2. To carry on the business of printers and publishers of books, journals and any other materials in print and
electronic format.

3. To carry on the business as tourist agents and contractors and to facilitate traveling Including business travels,
goods transport, pilgrimages, experimental trips, adventure trips and to provide for tourists and travellers, the
provision of convenience of all kinds in the way of through tickets, sleeper cars, or berths, reserved places, hotel,
motel and lodging, accommodation gUidance, safe deposits, enquiry bureaus, libraries, reading rooms, baggage
transport and other allied services.

4. To carry on the business of manpower consultants, placement services and human resources development
activities both In India and abroad for Individuals, bodies corporate, undertakings, institutions, associations,
governments, local authorities and others.

5. To establish or otherwise acquire, conduct and manage hotels, restaurants and to carry on the business as
hoteliers, restaurants and Bar owners and for that purpose to acquire land, buildings, apartments, plants and
machinery furniture, vehicles and such other conveniences

IV. The liability of the Members is limited.

V. The Authorised Share Capital of the Company is Rs. 1,00,000/- (Rupees One Lakh only) divided into 10,000
(Ten thousand only) Equity Shares of Rs. 10/- (Rupees Ten only) each.

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
equity shares in the capital of the Company set opposite our respective names.