MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

PIPELINE INFRASTRUCTURE LIMITED

(formerly known as Pipeline Infrastructure Private Limited)

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THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF PIPELINE INFRASTRUCTURE LIMITED

Table A- MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES 1. The Name of the Company is PIPELINE INFRASTRUCTURE LIMITED

2. The Registered office of the company will be situated in the state of Maharashtra- MH

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

i. To carry on the business of designing, setting up, erecting, maintaining, repairing, improving and operating or managing in India or abroad, pipes, pipelines, cross country piping systems, jetties, single buoy moorings, all other kinds of onshore and offshore port facilities, storage and distributing terminals, storage, loading and unloading facilities for the storage and transportation of natural gas, crude oil, petroleum products including but not limited to liquefied petroleum gas, petrol, naphtha, high speed diesel, aviation turbine fuel, superior kerosene oil and all products as may be conveniently transported through pipelines and, for the purpose, enter into any technical or financial collaboration as may be desired.

ii. To carry on the business of buying, importing, selling, exporting, leasing, producing, bottling, storing, distributing and otherwise dealing in all kinds of petroleum products, chemicals, chemical products, natural gas and other natural resources, related equipment including cylinders, valves, regulators and other accessories.

3. (b) Matters which are necessary for furtherance of the objects specified in clause 3(a) are

i. To undertake the business of designing, setting up, erecting, maintaining, repairing all kinds of plant and machinery, equipment including pipes and pipelines, any spare parts, accessories or things required.

ii. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any right or privileges which the Company may think necessary or convenient for the purposes of its business or which may enhance the value of any property of the Company and in particular any land, buildings, factories, easements, machinery, plant, vehicle and stock-in-trade.

iii. To make studies, reports, and tests to determine the feasibility of establishing plants, factories, and other facilities at various locations for the business of Company.

iv. To build, construct, maintain, enlarge, pull down, remove, replace, improve or develop and to work manage, and control any buildings, offices, factories, mills, foundries, refineries, furnaces, godowns, warehouses, shops, machinery, engines, roadways, ropeways or other means of transport, sidings, bridges, reservoirs, dams, watercourses, water systems, wharves, electric works, gas works, or works operated by any other kind of power and also such other machinery, equipment, conveyances, works and conveniences which may seem calculated directly or indirectly to advance the interests of the Company and to subsidise, contribute or otherwise assist or take part in doing any of those things and to join with any other person or company or with any Government or Governmental Authority in doing any of these things.

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v. To acquire, improve, manage, work, develop, exercise all rights in respect of lease and mortgage and to sell, dispose-off, turn to account and otherwise deal with, property of all kinds and in particular, land, building, concessions, patents, business concerns and undertakings.

vi. To acquire or amalgamate with any other company whose objects are similar to those of this Company whether by sale or purchase of fully or partly paid-up share or otherwise or the undertaking, subject to liabilities of this or any such other company as aforesaid.

vii. To enter into any arrangements or partnership for sharing profit, union of interest, co-operation, joint ventures, reciprocal concession either in whole or in part with any other company, firm, person, government or authorities, Central, Provincial, Municipal, Local or otherwise, public or quasi-public bodies that may seem conducive to the Company’s or any of them.

viii. Subject to the provisions of the Companies Act, 2013, to borrow or raise money with or without interest or secure the payment of money in such manner as the Company shall think fit or by the issue of debentures, debenture-stocks, perpetual or otherwise, mortgage of any other securities charged or based upon the undertaking of the Company (both present and future) including the uncalled capital of the Company or without any such security and upon such terms as to priority or otherwise and generally to borrow money in such manner as the Directors shall think fit. Provided that the Company shall not carry on the business of banking as defined in the Banking Regulation Act, 1949.

ix. To apply for, purchase, or otherwise acquire, and protect and renew in any part of the world any patents, patent rights, brevets invention, trademarks, designs, licences, concessions and the like, conferring any exclusive, or non-exclusive or limited right to their use, or any sector or other information as to any invention which may seem capable of being used for any of the purposes of the Company, and to use, exercise, develop or grant licences in respect of, or otherwise turn to account the property, rights or information so acquired and to expend money in experimenting upon, testing or improving any such patents, inventions or rights and without prejudice to the generality of the above, any contracts or concessions for or in relation to the execution, carrying out, improvements management, administration or control of any works and conveniences required for the purpose of carrying out any of the aforesaid business and to undertake, execute, carry out, dispose-off or otherwise turn to account such contracts or concessions.

x. To acquire from any Government, Central, State, Local or Foreign or public body, or persons or authority, or from any private individual any concessions, grants, decrees, rights, powers and privileges whatsoever which may seem to the Company capable of being turned to account, or which the Company may think directly or indirectly conducive to any of its objects or capable of being carried on in connection with its business, and to work, develop, carry out, exercise and turn to account the same.

xi. To improve, manage, develop, grant rights or privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

xii. To pay for any right or property acquired by the Company and to remunerate any person or company whether by cash payment or by allotment of shares, debentures or other securities of the Company credited as paid-up in full or in part or otherwise.

xiii. To obtain from any such government or authority any rights, privileges and concessions which the Company may think desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

xiv. To accumulate capital for any of the purposes of the Company and to appropriate the Company's assets for specific purpose and to hold shares and securities of any other firms, Companies or corporate body or Government having similar objects.

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xv. To issue shares and debentures of the Company at par or at premium or at a discount and to sell or to dispose-off the undertaking of the undertaking of the Company or any part thereof for such consideration as the Company may think fit.

xvi. To remunerate any person or company and pay commission or brokerage in cash or otherwise, for services rendered for the Company.

xvii. To employ brokers, commission-agents, and underwriters on issue of shares, debentures or other securities and to provide for the remuneration of such persons for their services by payment in cash or by the issue of shares, debentures or other securities of the Company or by granting of options to take the same, or in any other manner subject to the provisions of Law.

xviii. To purchase, take on lease or licence or in exchange, hire or otherwise any property and any rights or privileges which the Company may think necessary or convenient for the purposes of its business or may enhance the value of any other property of the Company and in particular any land (freehold, leasehold or other tenure) buildings, easements, machinery, plant and stock-in-trade and on any such lands to erect buildings, factories, sheds, godowns, or other structures for the works and purposes of the Company and also for the residence and amenity of its Directors, ex-directors, employees, staffs and other workmen and erect and install machinery and plant and other equipments deemed necessary or convenient for the business of the Company.

xix. To sell, lease, mortgage or otherwise dispose-off or transfer the business, property, assets or undertakings of the Company or any part thereof for such consideration as the Company may think fit and in particular for shares, stocks, debentures, or other securities of any other company whether or not having objects altogether or in part similar to those of the Company.

xx. To pay out of the funds of the Company all costs, charges and expenses which the Company may lawfully pay with respect to the promotion, formation and registration of the Company and the issue of its capital or which the Company shall consider to be preliminary including therein the cost of advertising, printing and stationery and commission for obtaining application for taking, placing, or underwriting or procuring the underwriting of shares, debentures or other securities of the Company.

xxi. To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory provident, pension or superannuation funds for the benefit of Employees of the Company and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any person who are or were at any time in the employment or service of the Company, or who are or were at any time the Directors or Officers of the Company and the wives, widows, families and dependents of any such persons, and also establish and subsidise and subscribe to any institutions, associations, calculated to benefit or to advance the interests of the Company.

xxii. To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national, public or any other useful institution, objects or purposes or for any exhibition.

xxiii. To distribute in specie or otherwise any property or assets of the Company or any proceeds of sale or disposal of any property or assets of the Company including the shares, debentures, or other securities of the company and to take over the whole or any part of the assets or liability of the Company 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.

xxiv. To train or pay for the training, in India or abroad, of any of the Company’s officers or employees or any candidates in the interests of or for furtherance of the Company’s objects.

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xxv. To establish, provide, maintain and conduct research and other laboratories, training colleges, schools and other institutions for the training, education, and instruction of students and others who may desire to avail themselves of the same and to provide for the delivery and holding of lectures, demonstrations, exhibitions, classes, meetings, and conferences in connection therewith.

xxvi. To subsidise, assist, and guarantee the payment of money or by the performance of any contract, engagement or obligation by any persons or companies and in particular, customers of the Company or any persons or companies with whom the Company may have or intend to have business relations.

xxvii. To pay legally any premiums and to pay for any property rights or privileges acquired by the Company or for services rendered or to be rendered in connection with the promotion, formation of or the business of the Company or for services rendered or to be rendered by any persons, firms or body corporate in placing or assisting to place or guaranteeing any of the shares of the Company or any debentures or other securities of the Company or otherwise either wholly or partly in cash or in shares, bonds, debentures or other securities of the Company and to issue any such shares either as fully paid-up or with such amount credited as paid-up thereon as may be agreed upon and to charge any such bonds, debentures or other securities upon all or any part of the property of the Company.

xxviii. To take into consideration and to approve and confirm all acts, deeds or things that may be done or entered into with any person, firm or body corporate by the promoters of the Company and further to enter into any arrangement, agreement or contract with the promoters and to reimburse them for all costs and expenses that may be incurred by them in or in connection with the formation or promotion of the Company.

xxix. To borrow or raise or secure the payment of money from any Bank or Banks or any other person, firm, institution or body whether incorporated or not, for the purpose of the Company’s business in such manner and on such terms and with such rights, powers and privileges as the Company may think fit and in particular by issue of debentures, bonds, obligations, deposits and securities of all kinds and to frame, constitute and secure the same as may seem expedient, with power to make the same transferable by delivery or by instrument of transfer or otherwise and either perpetual or terminable and either redeemable or otherwise and to charge or secure the same by trust deed or otherwise on the undertaking of the Company, or upon any specific property and rights, present and future of the Company or otherwise whatsoever and collaterally or further to secure any securities of the Company by a trust deed or other assurance, subject to the provisions of Section 73 to 76 of the Companies Act, 2013 & the Directions of R.B.I.

xxx. To procure the registration or recognition of the Company and to open branches in India subject to the provisions of Law.

xxxi. To lease, let out on hire, mortgage, pledge, hypothecate, sell or otherwise dispose-off the whole or any part or parts of the undertaking of the Company or any land, business, property, rights or assets of any kind of the Company or any share or interest therein respectively in such manner and for such consideration as the Company may think fit and in particular for shares, debentures or securities of any other body corporate having objects altogether or in part similar to those of the Company.

xxxii. To deploy surplus funds of the Company and to invest, buy, sell, transfer, hypothecate any shares, stocks, securities and properties of the Company.

xxxiii. Subject to the provisions of the Act and the directions issued by Reserve Bank of India, to receive money on deposit at interest or otherwise and to lend money on interest or otherwise negotiate with or without security with such companies, firms, or persons and on such conditions as may seem expedient and to guarantee the performance of contracts by any person, companies or firms provided that the Company shall not carry on the business of banking as defined in the Banking Regulations Act, 1949.

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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 Authorised Share Capital of the Company is Rs. 4116,00,00,000/- (Rupees Four Thousand One Hundred and

Sixteen Crore only) divided into Rs. 66,00,00,000/- (Rupees Sixty Six Crore Only) comprising of 6,60,00,000 (Six Crore and Sixty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and Rs. 4050,00,00,000/- (Rupees Four Thousand and Fifty Crore only) comprising of 405,00,00,000 (Four Hundred and Five Crore) Preference Shares of Rs. 10/- (Rupees Ten) each, with power to the Board to increase or reduce the capital of the Company and to divide the Shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify, amalgamate or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company.1

_____________________________________________________________________________________________ 1. The Authorised Share Capital of the Company of Rs. 5,00,000/- at the time of incorporation was altered by

passing requisite resolutions at the meeting of the members. The details of the altered authorised capital since incorporation till date is stated hereinbelow:

(Amount in Rupees)

Date of Alteration

No. of Equity Shares

Face Value

No. of Preference Shares

Face Value

Total Authorised Capital

50,000 10 - - 5,00,000

July 3, 2018 5,00,00,000 10 5,00,00,000 10 100,00,00,000

February 12, 2019

6,60,00,000 10 405,00,00,000 10 4116,00,00,000

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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:

S.No. Subscriber Details

Name, Address, Description and Occupation

DIN/PAN/Passport/ Number

No. of Shares taken

DSC Dated

1 Sikka Ports & Terminals Limited Admin Building, MTF Area, Village Sikka, Taluka & District Jamnagar 361140 Signed on behalf of the Company by the Director Shri K R Raja Occupation - Business

ADLPR6435Q 49994 Equity Sd/- 18/04/2018

2 Sundar Mathrubootheswaran 302-B, Shree Jagjeevan CHS Ltd., Plot 302-A, Sector 21, Nerul, Navi Mumbai 400706 Occupation – Service

00433686 1 Equity Sd/- 18/04/2018

3 Hariharan Mahadevan Flat No. 1003, Plot No. 103, Sector-11, Amrutyog, Koper Khairne 400709 Occupation – Service

07036483 1 Equity Sd/- 18/04/2018

4 Emani Venkata Sarveswara Rao Flat No-204/205, Kesar Harmony Symphony, Plot No-12, Sector No-06, Near St. Mary School, Kharghar, Panvel 410210 Occupation – Service

01915180 1 Equity Sd/- 18/04/2018

5 Venkataraman Ramachandran C1, Plot 25, Sector 16A, Nilgiri CHS, Vashi, Navi Mumbai 400703 Occupation – Service

02032853 1 Equity Sd/- 18/04/2018

6 Mohana Venkatachalam 201, Sainath Galaxy, Sector- 6, Ghansoli, Navi Mumbai - 400701 Occupation – Service

AGTPM7838D 1 Equity Sd/- 18/04/2018

7 Ritesh Shiyal 903, Bella Vista, Pokharan Road No.2, 20-A, Oswal Park, Thane - 400601 Occupation – Service

AHPPS3794R 1 Equity Sd/- 18/04/2018

Total Shares taken 50,000 Equity

Signed before Me

Name Address, Description and Occupation

DIN/PAN/Passport Number/ Membership Number

DSC Dated

FCA B/12, SHALIMAR 043863 Sd/- 18/04/2018 J H DALIA APPARTMENTS, ADJ. TO

SHOPPERS STOP, S V ROAD, ANDHERI WEST,

MUMBAI – 400058 Occupation - Professional

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COMPANY LIMITED BY SHARES (Incorporated under the Companies Act, 2013)

ARTICLES OF ASSOCIATION

OF PIPELINE INFRASTRUCTURE LIMITED

The following regulations comprised in these Articles of Association were adopted pursuant to a special resolution passed at the Extraordinary General Meeting of the Company held on Wednesday, July 24, 2019 in substitution for, and to the entire exclusion of, the earlier regulations comprised in the extant Articles of Association of the Company.

PART A

PRELIMINARY

1. 1.

1) The regulations contained in the Table marked ‘F’ in Schedule I to the Act shall apply so far as they are applicable to a public company and so far as they are not inconsistent with any of the provisions contained in these Regulations.

Provisions of Table ‘F’ applicable

2)

Regulations 2, 3, 5, 6, 8, 9 to 12, 13 to 18, 20, 28 to 34, 37, 39 to 40, 51, 54, 55, 71 to 73, 79, 80 to 85, 90 and 91 of Table ‘F’ shall not apply to this Company.

Certain regulations of Table ‘F’ not applicable

3) The regulations for the management of the Company and for the observance by the members thereto and their representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the deletion or alteration of or addition to its regulations by resolution as prescribed by these Articles, be such as are contained in these Articles.

Company to be governed by these Articles

Interpretation

2. 1) In these Articles —

a) “Act” means the Companies Act, 2013 or any statutory modification or re-enactment thereof and the term shall be deemed to refer to the applicable section thereof which is relatable to the relevant Article in which the said term appears in these Articles and any previous company law, so far as may be applicable.

“Act”

b) “Agreement” means the Shareholders’ and Options Agreement entered into on February 11, 2019 among East West Pipeline Limited, Penbrook Capital Advisors Private Limited, India Infrastructure Trust, Pipeline Infrastructure Limited, and Reliance Industries Limited (“Original Agreement”) as amended by the first amendment agreement dated March 9, 2019 and the second amendment agreement dated April 22, 2019.

c) “Articles” means these articles of association of the Company, as altered from time to time.

“Articles”

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d) “Board of Directors” or “Board”, means the collective body of the directors of the Company.

“Board of Directors” or “Board”

e) “CCPS” means the compulsorily convertible preference shares issued to Reliance Industrial Investments and Holdings Limited and having the terms set out in Annexure II of these Articles.

“CCPS”

f) “Company” means Pipeline Infrastructure Limited.

“Company”

g) “Equity Shares” means the equity shares carrying the rights set out in Article 4(a) of these Articles.

“Equity Shares”

h) “Funding NCDs” shall mean the non-convertible debentures (other than the ESH NCDs and any other non-convertible debentures issued to the Equity Shareholder) issued by the Company and having the terms set out in Annexure III of these Articles.

“Funding NCDs”

i) “Preference Shares” shall mean (i) the RPS; (ii) CCPS; and (iii) any other preference shares issued by the Company from time to time.

“Preference Shares”

j) “RPS” means the redeemable preference shares issued in terms of the scheme of arrangement between East West Pipeline Limited and the Company and having the terms set out in Annexure I of these Articles.

“RPS”

k) “Rules” means the applicable rules as prescribed under relevant sections of the Act.

“Rules”

l) “Seal” means the common seal of the Company.

“Seal”

m) “Shares” collectively mean the Preference Shares and the Equity Shares.

“Shares”

n) “Surplus Assets” means total assets less aggregate of total liabilities and paid-up share capital.

“Surplus Assets”

o) “Transfer” shall mean, to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise), exchange, gift or transfer by operation of law or in any other way subject to any encumbrance or dispose of, whether or not voluntarily.

“Transfer”

2) Words importing the singular number shall include the plural number and words importing the masculine gender shall, where the context admits, include the feminine and neuter gender.

“Number” and “Gender”

3) Unless the context otherwise requires, words or expressions contained in these Articles but not defined herein shall bear the same meaning as in the Act, the Rules or the Agreement, as the case may be.

Expressions in the Articles to bear the same meaning as in the Act or the Rules or the Agreement, as the case may be

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Share capital and variation of rights

3. The Board shall not issue and allot Shares in the share capital of the Company for consideration other than cash.

No allotment of Shares otherwise than for cash

4. The share capital of the Company shall be of the following two kinds with the following rights attached to such Shares: a) Equity Shares: Equity Shares shall carry the following rights-

(i) Right to dividend (ii) Voting rights – one vote per Equity Share. (iii) Repayment of capital – only upon dissolution or winding up of

the Company to the extent of paid-up equity share capital to be paid after repayment of paid-up preference share capital, if any.

(iv) Right to participate in Surplus Assets – No right to Surplus

Assets, either on winding up or liquidation or otherwise.

b) Preference Shares: (i) RPS shall have the terms set out in Annexure I of these Articles; and (ii) CCPS shall have the terms set out in Annexure II of these Articles.

Authority to issue Shares

5. In case of further issue of Shares- a) the Board shall always issue fully paid-up Shares and the entire

issue price (face value and premium, if any) shall be payable at the time of application; and

b) allotment shall be made by the Board only if all the Shares issued have been fully subscribed.

Further issue of Shares

6. 1) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after allotment or within one month from the date of receipt by the Company of the application for the registration of Transfer or transmission or within such other period as the conditions of issue shall provide – a) one certificate for each class of Shares without payment of any

charges; or b) several certificates, each for one or more of his Shares, upon

payment of such charges as may be fixed by the Board for each certificate after the first.

Issue of certificate

2) Every certificate shall be under the Seal and shall specify the Shares to which it relates and the amount paid-up thereon and shall be signed in accordance with the provisions of the Act.

Certificate to bear Seal

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3) In respect of any Share or Shares held jointly by several persons, the Company shall not be bound to issue more than one certificate for such class of Share, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all such holders.

One certificate for Shares held jointly

4) A person subscribing to Shares offered by the Company shall have the option either to receive certificates for such Shares or hold the Shares in a dematerialised state with a depository. Where a person opts to hold any Share with the depository, the Company shall intimate such depository the details of allotment of the Share to enable the depository to enter in its records the name of such person as the beneficial owner of that Share.

Option to receive Share certificate or hold Shares with depository

7. If any Share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Board and on execution of such indemnity as the Board deems adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of such charges for each certificate as may be fixed by the Board.

Issue of new certificate in place of one defaced, lost or destroyed

8. The provisions of the foregoing Articles relating to issue of certificates shall mutatis mutandis apply to issue of certificates for any other securities including debentures (except where the Act otherwise requires) of the Company.

Provisions as to issue of certificates to apply mutatis mutandis to debentures, etc.

9. 1) The rights attached to any class of Shares may be varied by means of a special resolution passed at a separate meeting of the registered holders of the issued Shares of that class. Provided that if variation by one class of shareholders affects the rights of any other class of shareholders, the consent of three-fourths of such other class of shareholders shall also be obtained by means of a special resolution passed at a separate meeting of the registered holders of the issued Shares of such other class.

Variation of members’ rights

2) To every such meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply.

Provisions as to general meetings to apply mutatis mutandis to each meeting

10. The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

Issue of further Shares not to affect rights of existing members

Proceedings at general meetings

11. A general meeting of the Company may be called by giving not less than clear 21 (twenty one) days’ notice in writing.

General meetings

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12. A general meeting may be called after giving shorter notice than that specified in Article 11 above, if consent is accorded thereto by members of the Company holding not less than 95 percent of such part of the paid-up share capital of the Company as gives a right to vote at the meeting.

Shorter notice for calling general meetings

13. The quorum for the general meetings shall be 5 (five) members, being registered holders of Equity Shares of the Company, personally present. A quorum for an adjourned general meeting shall be the same as that for the original general meeting.

Quorum

14. All business to be transacted at a general meeting or at meetings of registered holders of Preference Shares or at meetings of any class of shareholders of the Company shall be decided on a poll.

Manner of voting

15. The business to be transacted at a general meeting shall be effectual only if such business is transacted at a general meeting duly convened and held in accordance with the provisions of these Articles. For the removal of doubts, it is hereby clarified that a business to be transacted at a general meeting cannot be transacted by way of a consent or approval in writing granted or a resolution in writing agreed to by or on behalf of all the members of the Company who would be entitled to vote upon it, if it had been proposed to general meeting of the members.

Proceedings at general meetings

Board of Directors

16. 1) The number of directors on the Board of the Company shall not be less than 3 (three) and shall not be more than 9 (nine).

Board of Directors

2) The following are the first Directors of the Company: a) Shri Sundar Mathrubootheswaran b) Shri Hariharan Mahadevan c) Shri Emani Venkata Sarveswara Rao

First Directors

3) Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the Articles.

Appointment of additional directors

4) Such additional director shall hold office only up to the date of the next annual general meeting of the Company but shall be eligible for appointment by the Company as a director at that meeting subject to the provisions of the Act.

Duration of office of additional director

5) The Board may appoint an alternate director to act for a director (hereinafter in this Article called “the Original Director”) during his absence for a period of not less than three months from India.

Appointment of Alternate Director

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6) An alternate director shall not hold office for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate the office if and when the Original Director returns to India.

Duration of office of alternate director

7) The quorum for a meeting (including adjourned meeting) of the Board of Directors of the Company shall be one-third of its total strength, or 2 (two) directors, whichever is higher.

Quorum for meetings of the Board of Directors

Powers of Board

17. The Board shall always act in accordance with the provisions contained in the memorandum and the Articles of the Company.

General powers of the Company vested in Board

18. Subject to Applicable Law: (i) the Board may delegate its powers to such committees as it deems fit; (ii) if the Board is required to constitute any committee in terms of the provisions of the Act, such committee shall comprise of all the directors on the Board as its members.

Restriction on delegation of powers

Proceedings of the Board

19. Save as otherwise expressly provided in the Act, a resolution in writing, signed, whether manually or by secure electronic mode, by a majority of the members of the Board, for the time being entitled to receive notice of a meeting of the Board, shall be valid and effective as if it had been passed at a meeting of the Board, duly convened and held.

Passing of resolution by circulation

Registers

20. 1) The Company shall keep and maintain at its registered office all statutory registers namely, register of charges, register of members, register of debenture holders, register of any other security holders, the register and index of beneficial owners and annual return, register of loans, guarantees, security and acquisitions, register of investments not held in its own name and register of contracts and arrangements for such duration as the Board may, unless otherwise prescribed, decide, and in such manner and containing such particulars as prescribed by the Act and the Rules.

Statutory registers

2) The registers and copies of annual return shall be open for inspection during 11.00 a.m. to 1.00 p.m. on all working days, other than Saturdays, at the registered office of the Company by the persons entitled thereto on payment of such maximum fee as prescribed in the Rules for each inspection and copies or extract thereof may be supplied by the Company on payment of such maximum fee as specified in the Rules.

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The Seal

21. 1) The Board shall provide for the safe custody of the Seal.

The seal, its custody and use

2) The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board, and except in the presence of at least one director or the manager, if any, or of the secretary or such other person as the Board may appoint for the purpose; and such director or manager or the secretary or other person aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence.

Affixation of seal

Indemnity and Insurance

22. 1) Subject to the provisions of the Act, every director, managing director, whole-time director, manager, company secretary and other officer of the Company shall be indemnified by the Company out of the funds of the Company, to pay all costs, losses and expenses (including travelling expense) which such director, manager, company secretary and officer may incur or become liable for by reason of any contract entered into or act or deed done by him in his capacity as such director, manager, company secretary or officer or in any way in the discharge of his duties in such capacity including expenses.

Directors and officers right to indemnity

2) Subject as aforesaid, every director, managing director, manager, company secretary or other officer of the Company shall be indemnified against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgement is given in his favour or in which he is acquitted or discharged or in connection with any application under applicable provisions of the Act in which relief is given to him by the Court.

3) The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or former directors and key managerial personnel for indemnifying all or any of them against any liability for any acts in relation to the Company for which they may be liable but have acted honestly and reasonably.

Insurance

Dividends

23. 1) The Board shall recommend / declare any dividend on Shares and the same shall be paid in accordance with the provisions of the Act.

Dividend on Shares

2) Dividend on Shares may be paid by direct credit, real time gross settlement, national electronic funds transfer or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named in the register of members, or to such person and to such address as the holder or joint holders may in writing direct.

Mode of payment of dividend

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Winding up

24. If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Act, divide amongst the shareholders, the whole or any part of the assets of the Company in accordance with the provisions contained in these Articles.

Distribution of assets

General Power

25. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry out such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided.

General power

PART B

26. Amending Articles 26.1. Subject to the requirements of the Applicable Law, in the event of any conflict (direct or indirect) between the

provisions of Part A and Part B, the provisions of Part B shall prevail and apply. 26.2. Notwithstanding, the provisions of Part A, the Company and the Shareholders shall not be bound by, or be subject

to, any duties, obligations or covenants under Part A where such provisions conflict in any manner with Part B. 26.3. The plain meaning of Part B shall always be given effect to, and no rules of harmonious construction shall be

applied to resolve conflicts between:

26.3.1. Part A on the one hand; and 26.3.2. Part B, on the other.

26.4. For avoidance of doubt, it is clarified that the provisions of Part B shall be applicable to, and bind, all the

Shareholders of the Company and the Company itself. 27. Definitions and Interpretation

27.1. Definitions: Capitalised terms used but not defined under these Articles shall have the meaning ascribed to them

under the Agreement. 27.2. Interpretation: The terms of interpretation as set out under clause 1.2 of the Agreement shall apply mutatis

mutandis to this Part B of the Articles of the Company and shall be deemed to be incorporated herein by reference.

28. Compliance with SEBI InvIT Regulations 28.1. The Equity Shareholder is required to comply with the SEBI InvIT Regulations. Accordingly, the rights under the

Agreement shall not be deemed to prevent the Equity Shareholder from complying with the provisions of the SEBI InvIT Regulations. In the event that there is any inconsistency between the Agreement on one hand and the

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provisions of the SEBI InvIT Regulations on the other hand, the provisions of the SEBI InvIT Regulations shall prevail, and the Parties shall not be required to comply with such provision in the Agreement, only to the extent that such provision conflicts with the SEBI InvIT Regulations. To the extent that there is any inconsistency between the Agreement on one hand and the provisions of the SEBI InvIT Regulations on the other hand, the provisions of the Agreement shall be amended to ensure that the Agreement is in compliance with the SEBI InvIT Regulations at all times.

28.2. In the event that any of the Parties or their Affiliates are prevented under Applicable Law from fulfilling any of

their rights and obligations under the Transaction Documents, such that the Company is prevented from distributing the cash flows in the manner set out in the Agreement, they shall cooperate in good faith and take all reasonable steps as may be required to ensure that the commercial intent of the Parties, as set out in the Transaction Documents, is achieved in the most efficient manner.

29. Cash Flows and Distributions

29.1. The cash flows of the Company shall be distributed in the manner set out in this Article 29, subject however to

the requirements of the SEBI InvIT Regulations. The Equity Shareholder shall ensure that the Company distributes its cash flows in accordance with the excel sheet set out in Schedule V to the Agreement.

29.2. Subject to Article 29.1, the Company and the Equity Shareholder shall have right to distribute the cash flows of

the Company required to be paid to the holder of the ESH NCDs under this Agreement in the manner as they deem fit, subject to the SEBI InvIT Regulations, provided that such distribution does not prejudice the interest of the Company, including any additional cost or expense to the Company other than the cost or expense that would be incurred for distribution to the holder of the ESH NCDs in the ordinary course.

29.3. The Equity Shareholder shall, as long as no Specified Action has occurred, have at its discretion, the right to deploy or distribute to the Equity Shareholder / NCD Holders, unless provided otherwise in the Transaction Documents, the cash available to the Company in the manner that it deems fit, including for the payment of statutory dues, Taxes, operational costs, interest, expenses, liabilities of the Company, provided however that the Equity Shareholder shall ensure that the Company’s obligation towards (i) the ESH NCDs is nil, no later than 20 (twenty) years from the Completion Date in accordance with the terms hereof; and (ii) the Funding NCDs is nil, no later than the time period set out under the Funding NCD Terms, other than upon the occurrence of an Enforcement Event.

29.4. In case:

29.4.1. there is a Total Loss under the Pipeline Usage Agreement; or

29.4.2. a final order is passed by a court or authority of competent jurisdiction confirming the dissolution or

termination of the Equity Shareholder,

the monies realized by the Company from consequential claims arising out of any of the above events, shall, after payment of all the statutory dues, Taxes, operational costs, expenses and liabilities of the Company, be paid to the Equity Shareholder (or such other person holding the Equity Shares, on the occurrence of the events contemplated under Article 29.4.2). Such monies realized by the Company shall be applied in the following manner: (i) first, all amounts due and payable in connection with the Funding NCDs (including Prepayment Charges) (ii) second, the amount payable as accrued Interest and Upside Amount, if any and then, (iii) the Outstanding ESH Principal Amount and such other amount payable with respect to the ESH NCDs as per the ESH NCD Terms, both, either in full or in part, in full and final settlement of the liability of the Company towards the Non-Convertible Debentures.

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30. Non-Convertible Debentures 30.1. Unless any of the Specified Actions have occurred (in which case the relevant provisions of the Agreement and

these Articles shall be applicable), (a) the ESH NCD Terms; and (b) the Funding NCD Terms are absolute and shall subsist for the entire duration of the Agreement and the Transaction Documents.

30.2. ESH Event of Default:

30.2.1. Upon occurrence of an event which qualifies as an ESH Event of Default, Reliance shall have the right to issue a notice in writing (“ESH EOD Notice”) to the NCD Holders and the Company, requiring :

(a) the Company to redeem (“Accelerated Redemption”) (i) all the outstanding ESH NCDs at the Balance ESH

NCD Redemption Amount ; and (ii) all the outstanding Funding NCDs at the Funding NCD Repayment Amount; or

(b) the NCD Holders to transfer to Reliance (“Accelerated Purchase”) (i) all the outstanding ESH NCDs at the

Balance ESH NCD Redemption Amount; and (ii) all the outstanding Funding NCDs at the Funding NCD Repayment Amount.

30.2.2. If Reliance does not issue the ESH EOD Notice within 90 (ninety) days of Reliance becoming aware of the

occurrence of an event which qualifies as an ESH Event of Default pursuant to the expiry of the cure period, Reliance shall not be entitled to exercise its rights under this Article 30.2.2 for such ESH Event of Default and Reliance shall be deemed to have waived its rights under this Article 30.2.2 with respect to such ESH Event of Default. For avoidance of doubt, it is clarified that even in case the rights of Reliance under Article 30.2 are deemed to be waived pursuant to this Article 30.2.2, the obligation of the Equity Shareholder to pay the Company the amounts distributed or paid in excess of the amounts prescribed in the cash flow mechanism set out in Schedule V to the Agreement shall continue to subsist and the Company shall be entitled to pursue all remedies available under Applicable Law for the purposes of recovery of such excess amounts.

30.2.3. Upon the issuance of an ESH EOD Notice for an Accelerated Redemption:

(a) an aggregate amount equal to the ESH NCD Redemption Amount shall become due and payable to the NCD Holders with immediate effect; and

(b) the Company shall, and the Equity Shareholder shall (subject to Article 30.2.4) ensure that the Company shall, redeem (i) first, all the outstanding Funding NCDs at the Funding NCD Repayment Amount; and (ii) second, all the outstanding ESH NCDs at the Balance ESH NCD Redemption Amount, within the period stated for this purpose in the ESH EOD Notice for the Accelerated Redemption which shall in no event be more than 180 (one hundred eighty) days from the date of issuance of such ESH EOD Notice.

30.2.4. Notwithstanding anything contained in the Agreement or these Articles, to the extent that any part of the

ESH NCD Redemption Amount is not available with the Company in case of an Accelerated Redemption, Reliance shall invest such amount of money in the Company, that is required to ensure that the NCD Holders would have available with them in aggregate, the ESH NCD Redemption Amount, once all the outstanding Non-Convertible Debentures are redeemed.

30.2.5. The Equity Shareholder shall do all such acts and deeds necessary to ensure that the Company issues and allots non-voting securities to Reliance in lieu of the amounts invested by Reliance under Article 30.2.4.

30.2.6. In the event that Reliance fails to cause the Company to redeem all of the outstanding Non-Convertible

Debentures at the ESH NCD Redemption Amount (such that all the outstanding ESH NCDs are redeemed at the Balance ESH NCD Redemption Amount and all the outstanding Funding NCDs are redeemed at the

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Funding NCD Repayment Amount) within the period mentioned in the ESH EOD Notice, Reliance shall no longer be entitled to exercise its right to Accelerated Redemption for such ESH Event of Default, and it shall be deemed to have waived its right to an Accelerated Redemption for such ESH Event of Default. For avoidance of doubt, it is clarified that even in case the right of Reliance under Article 30.2 to an Accelerated Redemption is deemed to be waived pursuant to this Article 30.2.6, the obligation of the Equity Shareholder to pay the Company the amounts distributed or paid in excess of the amounts prescribed in the cash flow mechanism set out in Schedule V to the Agreement shall continue to subsist and the Company shall be entitled to pursue all remedies available under law for the purposes of recovery of such excess amounts.

30.2.7. The payment of (i) the Funding NCD Repayment Amount by the Company to the Funding NCD Holders shall be the full and final settlement of the liabilities towards all the outstanding Funding NCDs; and (ii) the Balance ESH NCD Redemption Amount to the Equity Shareholder, shall be the full and final settlement of the liabilities towards all the outstanding ESH NCDs. The Equity Shareholder and the NCD Holders shall (subject to Article 30.2.4) provide all the necessary information, support and co-operation that may be required by Reliance to give effect to this Article 30.2.

30.2.8. In the event Reliance elects to require an Accelerated Purchase: (a) Upon the issuance of the ESH EOD Notice, an amount equal to (i) the Balance ESH NCD

Redemption Amount shall become due and payable by Reliance to the Equity Shareholder; and (ii) the Funding NCD Repayment Amount shall become due and payable by Reliance to the holders of the Funding NCDs, with effect from the Accelerated Purchase Closing Date, and the NCD Holders shall become liable to transfer the Non-Convertible Debentures to Reliance with effect from the Accelerated Purchase Closing Date, in accordance with this Article 30.2.8.

(b) The ESH EOD Notice shall contain (i) the details of Reliance's Demat Account; and (ii) the proposed date on which the Accelerated Purchase is to be consummated (“Accelerated Purchase Closing Date”), being not less than 30 (thirty) days from the date of the ESH EOD Notice;

(c) Immediately upon receipt of the ESH EOD Notice and no later than 3 (three) Business Days therefrom, the (i) Equity Shareholder shall provide to Reliance the details of the Equity Shareholder’s Bank Account; and (ii) Funding NCD Holders shall provide to Reliance the details of the Funding NCD Bank Account, in writing.

(d) The Parties shall be obligated to consummate the Accelerated Purchase on the proposed Accelerated Purchase Closing Date by simultaneously undertaking the following steps: (i) Reliance shall (x) first, remit the Funding NCD Repayment Amount to the Funding NCD Bank Account and provide the Funding NCD Holders with a copy of the irrevocable instructions issued by Reliance for such remittance; and (y) second, remit the Balance ESH NCD Redemption Amount to the Equity Shareholder’s Bank Account and provide the Equity Shareholder with a copy of the irrevocable instructions issued by Reliance for such remittance; (ii) the Equity Shareholder shall deliver to Reliance an acknowledged copy of the duly executed instructions issued by the Equity Shareholder to the depository participant for the transfer and delivery of the ESH NCDs to Reliance's Demat Account; (iii) the debenture trustee with respect to the Funding NCDs or such other Person as may be nominated by the Funding NCD Holders shall deliver to Reliance an acknowledged copy of the duly executed instructions issued by such holders of the Funding NCDs to the depository participant for the transfer and delivery of the Funding NCDs to Reliance's Demat Account; and (iv) the Company shall convene a meeting of the Board wherein the transfer of the Non-Convertible Debentures from the NCD Holders to Reliance shall be approved.

30.2.9. The rights available to Reliance under this Article 30.2 and the right to require specific performance of the rights and obligations of the Parties set out in this Article 30.2 shall be the only remedies available to Reliance upon the occurrence of an ESH Event of Default, and Reliance shall have no further right to

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proceed against the NCD Holders or the Equity Shareholder upon the occurrence of an ESH Event of Default, in law or otherwise.

30.3. Enforcement Event

30.3.1. Notwithstanding anything contained in the Transaction Documents, immediately upon the occurrence of an Enforcement Event, all the rights (but not the obligations) of the Preference Shareholder under the Agreement shall fall away.

30.3.2. Upon occurrence of an Enforcement Event, the Equity Shareholder may issue a notice in writing

(“Enforcement Notice”) to Reliance and the Preference Shareholder, notifying them of its intention to enforce the Enforcement Option or Enforcement Sale (as the case may be) and recover the aggregate of the Enforcement Amount from Reliance. Upon the issuance of the Enforcement Notice, (i) if the Enforcement Option is applicable, then at the discretion of the Equity Shareholder, either (x) an amount equal to the Enforcement Amount shall become due and payable by Reliance to the Company; or (y) an amount equal to the Balance Enforcement Amount shall become due and payable by Reliance to the Equity Shareholder and an amount equal to the Funding NCD Repayment Amount shall become due and payable by Reliance to the Funding NCD Holders, with immediate effect; and (ii) in addition to the obligations of Reliance in Articles 30.3.3 or 30.3.4, the Preference Shareholder shall take all such steps and provide all the necessary information, support and co-operation that may be required by the Equity Shareholder and the NCD Holders (including providing appropriate representations), to give effect to the Enforcement Option or the Enforcement Sale, as the case may be, in the manner contemplated below.

30.3.3. Enforcement Option

(a) In the event that the Credit Rating of Reliance at the time of occurrence of the Enforcement Event

is the Specified Rating or higher, the Equity Shareholder shall be entitled (“Enforcement Option”), at its sole discretion, to (x) require Reliance to purchase the Non-Convertible Debentures; or (y) require the redemption of the Non-Convertible Debentures, in both instances, for an aggregate amount equal to the Enforcement Amount. In that event, Reliance shall be obligated to either (i) purchase the Non-Convertible Debentures for an aggregate amount equal to the Enforcement Amount (such that all the outstanding ESH NCDs are purchased for an amount equal to the Balance Enforcement Amount and all the outstanding Funding NCDs are purchased for an amount equal to the Funding NCD Repayment Amount); or (ii) invest an amount equal to the Enforcement Amount in the Company to cause the redemption of the Non-Convertible Debentures (such that all the outstanding ESH NCDs are redeemed by the Company for an amount equal to the Balance Enforcement Amount and all the outstanding Funding NCDs are redeemed by the Company for an amount equal to the Funding NCD Repayment Amount), as may be directed by the Equity Shareholder. In the event that Reliance invests an amount equal to the Enforcement Amount in the Company pursuant to this Article 30.3.3(a)(ii), the Equity Shareholder shall do all such acts and deeds necessary to ensure that the Company issues and allots non-voting securities to Reliance in lieu of such invested amounts.

(b) The Equity Shareholder may exercise the Enforcement Option at any time after the occurrence of the Enforcement Event by issuing the Enforcement Notice in accordance with Article 30.3.2 to Reliance which shall inter alia contain: (i) the details of Funding NCD Bank Account and Equity Shareholder’s Bank Account; and (ii) the proposed date on which the Enforcement Option is to be exercised (“Enforcement Option Closing Date”), being not less than 30 (thirty) days from the date of the Enforcement Notice.

(c) Immediately upon the receipt of the Enforcement Notice and no later than 3 (three) Business Days therefrom, Reliance shall provide to the NCD Holders in writing, the details of Reliance's Demat Account.

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(d) Upon the issue of the Enforcement Notice by the Equity Shareholder, the Parties shall be obligated to consummate the Enforcement Option on the proposed Enforcement Option Closing Date by simultaneously undertaking the following steps in the event that the Non-Convertible Debentures are to be purchased by Reliance: (i) Reliance shall (x) first, remit the Funding NCD Repayment Amount to the Funding NCD Bank Account and provide the Funding NCD Holders with a copy of the irrevocable instructions issued by Reliance for such remittance; and (y) second, remit the Balance Enforcement Amount to the Equity Shareholder’s Bank Account and provide the Equity Shareholder with a copy of the irrevocable instructions issued by Reliance for such remittance; (ii) the Equity Shareholder shall deliver to Reliance an acknowledged copy of the duly executed instructions issued by the Equity Shareholder to the depository participant for the transfer and delivery of the ESH NCDs to Reliance's Demat Account; (iii) the debenture trustee with respect to the Funding NCDs or such other Person as may be nominated by the Funding NCD Holders shall deliver to Reliance an acknowledged copy of the duly executed instructions issued by the Funding NCD Holders to the depository participant for the transfer and delivery of the Funding NCDs to Reliance's Demat Account; and (iv) the Company shall convene a meeting of the Board wherein the transfer of the Non-Convertible Debentures from the NCD Holders to Reliance shall be approved.

(e) Upon the issue of the Enforcement Notice by the Equity Shareholder, the Parties shall be obligated to consummate the Enforcement Option on the proposed Enforcement Option Closing Date by simultaneously undertaking the following steps in the event that the Non-Convertible Debentures are to be redeemed by the Company: (w) Reliance shall fund the Company such that it is able to undertake its redemption obligations and shall be issued and allotted non-voting securities by the Company in lieu of such funding; (x) the Company shall (i) first, remit the Funding NCD Repayment Amount to the Funding NCD Bank Account and provide the Funding NCD Holders with a copy of the irrevocable instructions issued by the Company for such remittance; and (ii) second, remit the Balance Enforcement Amount to the Equity Shareholder’s Bank Account and provide the Equity Shareholder with a copy of the irrevocable instructions issued by the Company for such remittance; and (y) the Company shall take all necessary corporate actions as may be necessary to complete the (i) redemption of the Non-Convertible Debentures (including convening a meeting of its Board to approve and acknowledge the redemption of the Non-Convertible Debentures); and (ii) issue and allotment of non-voting securities to Reliance.

(f) In the event that there is a failure by Reliance to ensure the consummation of the Enforcement Option on or prior to the Enforcement Option Closing Date, in the manner set out hereinabove, then the Equity Shareholder shall have the additional right, to be exercised at its sole discretion and without prejudice to any other right that the Equity Shareholder may have (including continuing with the enforcement of the Enforcement Option), to exercise its right to consummate an Enforcement Sale in the manner set out in Article 30.3.4.

30.3.4. Enforcement Sale

(a) At the time of, or after the, occurrence of the Enforcement Event (including in a situation where

the Enforcement Option has not been consummated by Reliance) or if the Credit Rating of Reliance is lower than the Specified Rating, the Equity Shareholder and the NCD Holders shall, notwithstanding anything contained in these Articles, be entitled (at the sole discretion of the Equity Shareholder) to sell and transfer their respective Non-Convertible Debentures and / or any of the Equity Shares and / or to direct the Company to sell all or substantially all of its assets to any Person to enable the recovery of an aggregate amount equal to the Enforcement Amount, in the manner set out in the Agreement (“Enforcement Sale”).

(b) The Equity Shareholder may exercise the Enforcement Sale, in one or more tranches, at any time after the occurrence of the Enforcement Event by issuing an Enforcement Notice in accordance with Article 30.3.2.

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Enforcement Sale – Assets

(c) In the event that the Enforcement Sale is exercised by way of transfer of some or all of the assets

of the Company, the Company shall use the proceeds (after expenses and Taxes) from such Enforcement Sale to repay the Non-Convertible Debentures in one or more tranches until such time as all the Non-Convertible Debentures have been redeemed in full for an amount aggregating up to the Enforcement Amount (such that all the outstanding ESH NCDs are redeemed for an amount equal to the Balance Enforcement Amount and all the outstanding Funding NCDs are redeemed for an amount equal to the Funding NCD Repayment Amount). Any surplus proceeds of the Enforcement Sale remaining after the payment of (i) the Funding NCD Repayment Amount to the Funding NCD holders; and (ii) the Balance Enforcement Amount to the Equity Shareholder, shall be retained by the Company.

Enforcement Sale – Securities

(d) In the event that the Enforcement Sale is proposed to be exercised by way of transfer of any of

the Equity Shares and / or any of the Non-Convertible Debentures, the Equity Shareholder shall have the right, by issuing a written notice to the Preference Shareholder (“Drag Along Notice”) to require the Preference Shareholder, and the Preference Shareholder shall be obligated, to transfer its entire shareholding to the proposed purchaser (“Drag Along Purchaser”) at a price determined by the Equity Shareholder and on terms and conditions which are no less favourable, in the aggregate, than the terms and conditions applicable to the Equity Shareholder (“Drag Along Right”).

(e) Without prejudice to the generality of Article 30.3.4(d), the Preference Shareholder shall provide any representation, warranty or indemnity with respect to clear title to the Preference Shares held by it and that the Preference Shares will be transferred free of all Encumbrances, as may be reasonably required or requested by the Drag Along Purchaser in connection with a sale of the Preference Shares pursuant to Article 30.3.4(d).

(f) In the event that the Equity Shareholder exercises its Drag Along Right, the Preference Shareholder shall (i) promptly deliver to the Equity Shareholder the depository slips or the share transfer forms required for the transfer of the Preference Shares held by it; (ii) at the time of such exercise be deemed to have unconditionally and irrevocably waived, released and forever discharged the Equity Shareholder, its Affiliates, the Company, each of their respective officers, directors, agents and shareholders from and against any and all claims, liabilities, obligations, actions, damages and causes of action, in respect of any matters, events or circumstances arising during, or relating to, the period prior to the exercise of the Drag Along Right; (iii) take all the necessary steps to promptly obtain any required consents or approvals that are required to be obtained by it; and (iv) promptly execute any agreements or instruments and take such other steps and provide such other cooperation as may be reasonably necessary or requested by the Equity Shareholder to consummate the transfer pursuant to the exercise of the Drag Along Right.

(g) In the event that a Drag Along Notice is issued, and Reliance and the Preference Shareholder fail

to execute or cause to be executed any agreements and documents as may be necessary to enable the Preference Shares to be sold to the Drag Along Purchaser in accordance with the Agreement, these Articles and Applicable Law, Reliance and the Preference Shareholder irrevocably and unconditionally constitute and appoint an officer or Director of the Company, who shall be identified by the Equity Shareholder at the time of exercise of the Drag Along Right, as its true and lawful attorney and agent in the name of and on behalf of Reliance or the Preference Shareholder, as the case may be, with no restriction or limitation in that regard to execute and deliver all such agreements and documents as may be necessary to effect the sale of the Preference Shares to the Drag Along Purchaser against payment for such Preference Shares

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in accordance with the Drag Along Notice and Article 30.3.4(h) below, to be completed as provided in the Agreement and these Articles and reflected in the books and records of the Company.

(h) In the event that the amount received by the Equity Shareholder and the NCD Holders in consideration of the transfer of the Equity Shares and Non-Convertible Debentures is less than the Enforcement Amount, (in the aggregate), the Equity Shareholder shall have the right to require Reliance or the Preference Shareholder (as the case may be) to use the amounts received towards the transfer of the Preference Shares (which amounts shall be held in trust pending application in accordance with this Article 30.3.4(h), on such terms and conditions as may be acceptable to the Equity Shareholder) to fund such shortfall. In the event that the amount received by the Equity Shareholder and the NCD Holders, in the aggregate, pursuant to the transfer of the Equity Shares and Non-Convertible Debentures is more than the Enforcement Amount, the Equity Shareholder and/or the NCD Holders shall return the excess amount received by the Equity Shareholder to Reliance or the Preference Shareholder (as the case may be). Further, it is hereby clarified that in the event that the Enforcement Sale is proposed to be exercised by way of transfer of any of the Equity Shares and / or any of the Non-Convertible Debentures, the Equity Shareholder shall ensure that as part of such Enforcement Sale, (i) the Funding NCD Holders shall first receive the Funding NCD Repayment Amount; and (ii) the ESH NCD Holder shall then only receive the Balance ESH Redemption Amount.

30.3.5. The rights available to the Equity Shareholder and the NCD Holders under this Article 30.3 and the right to require specific performance of the rights and obligations of the Parties set out in this Article 30.3 shall be the only remedies available to the Equity Shareholder and the NCD Holders upon the occurrence of an Enforcement Event, and the Equity Shareholder and the NCD Holders shall have no further right to proceed against Reliance upon the occurrence of an Enforcement Event, in law or otherwise.

30.3.6. Upon the occurrence of an Enforcement Event, the Equity Shareholder (acting on behalf of itself and the

Funding NCD Holders), shall be entitled to exercise all the rights available to the Equity Shareholder under Articles 30.3.2, 30.3.3, 30.3.4 and 30.3.5, as if such rights were granted to the Equity Shareholder and the Funding NCD Holders as a block.

30.4. Nothing in these Articles shall be deemed to increase or decrease the liability of the Company or Reliance beyond

the amounts that would have been required to be paid by the Company or Reliance under the Original Agreement.

30.5. The Equity Shareholder and the Funding NCD Holders shall exercise all rights under the Agreement and these Articles as a single block, and to the extent any right is exercised either by the Equity Shareholder or the Funding NCD Holders (as the case may be), the right shall extinguish to such extent with respect to the Funding NCD Holders and the Equity Shareholder.

30.6. The Equity Shareholder undertakes to ensure that the obligations of the Funding NCD Holders (and their debenture trustee) under the Agreement are fulfilled by such Funding NCD Holders (and their debenture trustee), as the case may be.

31. Share Transfers 31.1. Restrictions on Transfers

31.1.1. Other than in the manner provided in this Article 31 or as otherwise expressly provided under the

Agreement and these Articles, the Preference Shareholder shall not, directly or indirectly, Transfer any of the Preference Shares or any legal or beneficial interest therein.

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31.1.2. Other than as (a) permitted in the Transaction Documents, and (b) required for the purposes of complying with the provisions of the Companies Act, 2013, any Transfer of Equity Shares of the Company shall require the prior unanimous approval of the Board.

31.1.3. Any purported Transfer or attempt to Transfer any of the Shares in violation of this Article 31, shall be

null and void ab initio. The Company shall not recognize or record any Transfer of the Shares that is not in accordance with the terms hereof.

31.2. Transfer to Affiliates by the Preference Shareholder

31.2.1. The Preference Shareholder shall be entitled to Transfer any or all of the Preference Shares held by it to one or more of its respective Affiliates, at any time and from time to time, provided that, (a) each such Affiliate shall be required to execute the Deed of Adherence undertaking to observe

and perform all the terms and conditions of the Agreement and any other agreement connected herewith, as if it had been an original party thereto; and

(b) the Preference Shareholder shall ensure that prior to any of its respective Affiliates ceasing to be an Affiliate, any Preference Shares held by such Affiliate shall be transferred to the Preference Shareholder or to any of its other Affiliates.

(i) In case of Transfer of the Preference Shares to any member of the RIHPL Group in accordance with the terms of the Agreement, then Reliance Industries Holding Private Limited shall be liable as the primary obligor in relation to all of the obligations of the Preference Shareholder under the Agreement, and such Transfer shall be subject to Reliance Industries Holding Private Limited providing a letter in favour of the other Parties confirming that it is liable as the primary obligor in relation to all of the obligations of the Preference Shareholder under the Agreement; (ii) in case of Transfer of the Preference Shares to any member of the RIL Group in accordance with the terms of the Agreement, then Reliance shall be liable as the primary obligor in relation to all of the obligations of the Preference Shareholder under the Agreement; and (iii) East West Pipeline Limited shall cease to have any obligations, or be liable, under the Agreement upon a Transfer of all the Preference Shares held by it to a member of the RIHPL Group or RIL Group in accordance with this Article 31.2. For the avoidance of doubt, it is hereby clarified that the entities within the RIL Group shall not be liable as the primary obligor if the Preference Shareholder is an entity forming part of the RIHPL Group, and vice versa. Further, in the event that the Preference Shares are Transferred in accordance with Article 31.2 such that they are held by the Preference Shareholder and an Affiliate of the Preference Shareholder or more than 1 (one) Affiliate of the Preference Shareholder, the rights under the Agreement shall be exercised by the Preference Shareholder and the Affiliates of the Preference Shareholder collectively, through a nominee (who shall be a holder of the Preference Shares) identified in writing by the holders of the Preference Shares. It is further clarified that in the event that any of the Preference Shares are transferred to any Person who is a Party to the Agreement, then such Person, in its capacity as a holder of the Preference Shares, shall be entitled to only those rights granted to the ‘Preference Shareholder’ as set out in the Agreement, and such transfer will not affect the rights of such Person in any other capacity.

31.3. Nothing contained in Article 31.1 shall restrict (i) the Equity Shareholder from creating a security over its Equity

Shares in favour of a lender or financial institution (“InvIT Lender”) for the purposes of availing financing from such InvIT Lender; or (ii) the InvIT Lender from invoking such security over the Equity Shares held by the Equity Shareholder.

31.4. Any Transfer of Shares contemplated herein shall be subject to the provisions of Applicable Law and necessary approvals from any Government Entity.

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32. Options for Sale Shares 32.1. Put Option for Sale Shares

32.1.1. On and from the Option Trigger Date, the Equity Shareholder shall be entitled (but not obligated) to require Reliance (or the Reliance Nominee, if applicable) to purchase the Sale Shares for the Purchase Consideration, and Reliance (or the Reliance Nominee, as applicable) shall be obligated to purchase the Sale Shares from the Equity Shareholder, on the terms and conditions as contained in the Agreement (“Put Option”).

32.1.2. Unless Reliance has issued a Call Notice pursuant to Article 32.2.2, the Equity Shareholder may exercise the Put Option at any time after the Option Trigger Date by issuing an irrevocable notice in writing (“Put Notice”) to Reliance which shall inter alia contain: (i) the details of the Equity Shareholder’s Bank Account; and (ii) the proposed Option Closing Date, being not less than 30 (thirty) days from the date of the Put Notice, subject to Article 32.9.

32.1.3. Immediately upon the receipt of the Put Notice and no later than 3 (three) Business Days thereafter,

Reliance or the Reliance Nominee (as the case may be) shall provide to the Equity Shareholder in writing, the details of Reliance's Demat Account.

32.1.4. Upon the issue of the Put Notice by the Equity Shareholder, the Parties shall be obligated to consummate

the Put Option in accordance with Article 32.5 below on the Option Closing Date proposed in the Put Notice, subject to Applicable Laws and Article 32.9.

32.2. Call Option for Sale Shares

32.2.1. On and from the Option Trigger Date, Reliance shall be entitled (but not obligated) to require the Equity Shareholder to sell to Reliance (or the Reliance Nominee, if applicable), the Sale Shares for the Purchase Consideration, and the Equity Shareholder shall be obligated to transfer the Sale Shares to Reliance (or the Reliance Nominee, as applicable), on the terms and conditions as contained in the Agreement and these Articles (“Call Option”).

32.2.2. Unless the Equity Shareholder has issued a Put Notice pursuant to Article 32.1.2, Reliance may exercise the Call Option at any time after the Option Trigger Date by issuing an irrevocable notice in writing (“Call Notice”) to the Equity Shareholder which shall inter alia contain: (i) the identity of the Reliance Nominee, if any, along with necessary details of the Reliance Nominee, (ii) the details of Reliance's Demat Account; and (iii) the proposed Option Closing Date, being not less than 30 (thirty) days from the date of the Call Notice, subject to Article 32.9.

32.2.3. Immediately upon the receipt of the Call Notice and no later than 3 (three) Business Days therefrom, the Equity Shareholder shall provide to Reliance in writing, the details of the Equity Shareholder’s Bank Account.

32.2.4. Upon the issue of a Call Notice by Reliance, the Parties shall be obligated to consummate the Call Option in accordance with Article 32.5 below on the Option Closing Date proposed in the Call Notice, subject to Applicable Laws and Article 32.9.

32.3. Following receipt of a Call Notice from Reliance, or following issue of a Put Notice, the Equity Shareholder shall, subject to the other provisions of this Article 32, be obligated to ensure that the Sale Shares are free and clear of all Encumbrances as of the Option Closing Date.

32.4. If any Taxes are payable by the Equity Shareholder on account of, or pursuant to, the Sale Shares being Transferred

at an amount equal to the Purchase Consideration, then the amount payable by Reliance to the Equity Shareholder under this Article 32 shall be increased by an amount such that, after having discharged all the

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liabilities towards such Taxes, the amount available with the Equity Shareholder is equal to the Purchase Consideration, subject always to Applicable Law.

32.5. Option Closing

32.5.1. Option Closing shall take place on the proposed Option Closing Date set out in the Call Notice or Put Notice (as the case may be), subject to Article 32.9.

32.5.2. On the proposed Option Closing Date set out in the Call Notice or Put Notice (as the case may be), the Equity Shareholder shall, subject to Article 32.5, sell and Reliance or the Reliance Nominee (as the case may be) shall purchase the Sale Shares free and clear of all Encumbrances by simultaneously undertaking the following steps:

(a) Reliance or the Reliance Nominee (as the case may be) shall remit the Purchase Consideration to

the Equity Shareholder’s Bank Account in immediately available funds and provide the Equity Shareholder with a certified copy of the irrevocable instructions issued by Reliance to its bank for the transfer of the Purchase Consideration to the Equity Shareholder’s Bank Account;

(b) The Equity Shareholder shall deliver to the depositary participant of the Equity Shareholder a copy of the approval of the Board for the transfer of the Sale Shares from the Equity Shareholder to Reliance or the Reliance Nominee (as the case may be), and the Equity Shareholder shall deliver to Reliance or the Reliance Nominee (as the case may be): (i) a copy of the duly executed instructions issued by the Equity Shareholder to the depository participant of the Equity Shareholder for the transfer and delivery of the Sale Shares to Reliance's Demat Account; and (ii) a copy of acknowledgement by the depository participant of the Equity Shareholder in respect of the instructions issued to it by the Equity Shareholder for the transfer and delivery of the Sale Shares to Reliance's Demat Account; and

(c) The Company shall cause a meeting of the Board to be convened wherein the following matters shall be transacted:

(i) approving and taking on record the transfer of the Sale Shares from the Equity

Shareholder to Reliance or the Reliance Nominee, as the case may be;

(ii) taking on record the resignation of the Directors nominated by the Equity Shareholder from the Board pursuant to which such Directors shall be unconditionally and fully released, subject to clause 16.2 of the Agreement, from and against all Released Matters and no amounts will be payable, or obligations will be owed, by such Directors to the Company or any of its officers, directors, shareholders, employees and agents;

(iii) approving the appointment of any Directors nominated by Reliance or the Reliance Nominee;

(iv) approving the amendment to the Articles, including removing references to the Agreement; and

(v) convening a shareholders’ meeting to take on record the approval of the new Directors and amendment of the Articles;

(d) Reliance and the Company shall cause a meeting of the shareholders of the Company to be

convened for granting the approval for the appointment of new Directors and the amendments to the Articles;

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(e) The Equity Shareholder and Reliance or the Reliance Nominee (as the case may be) shall undertake all such actions required under Applicable Law for Option Closing on the Option Closing Date; and

(f) The date on which the sale and purchase of the Sale Shares is completed in accordance with this Article 32.5.2 shall be deemed to be the Option Closing Date. The actions set out in this Article 32.5.2 and all documents to be executed and delivered by the Parties at Option Closing under the Agreement and these Articles shall be deemed to have been taken and executed, and to have come into effect, simultaneously, and Option Closing shall not be deemed to have occurred and no such action shall be deemed to have been taken unless all such actions are completed on the Option Closing Date.

32.6. On the Option Closing Date, the Parties shall undertake the following actions:

32.6.1. The Parties shall make all necessary filings as may be required under Applicable Law, in agreed form, and

a copy of the filings shall be provided to the Equity Shareholder; and

32.6.2. The Company shall update its statutory registers to reflect the transfer of the Sale Shares and shall provide a certified copy of such updated registers to the Equity Shareholder.

32.7. Reliance Nominee

32.7.1. Reliance shall be entitled to nominate a Reliance Nominee. In the event that Reliance nominates a

Reliance Nominee, Reliance shall cause the Reliance Nominee to issue a letter to the Equity Shareholder prior to the Option Closing Date, with a copy to Reliance, inter alia acknowledging that it will be subject to the obligations of Reliance under Article 32 as if it were named herein (“Nominee Confirmation”).

32.7.2. The Equity Shareholder agrees that, upon receipt of the Nominee Confirmation, the Reliance Nominee shall, without any further act or deed in this regard, be deemed to be a party to the Agreement and all rights and obligations of Reliance with respect to this Article 32 shall also be applicable to the Reliance Nominee, provided that, for the avoidance of doubt, the issuance of such Nominee Confirmation shall not reduce or release the obligations of Reliance under the Agreement or these Articles and Reliance shall continue to remain liable for the actions or inactions of the Reliance Nominee and shall be jointly and severally liable with respect to the obligations of the Reliance Nominee.

32.7.3. At the time of Option Closing, Reliance or the Reliance Nominee (as the case may be) shall have the right to designate individual persons, each of whom is either an employee or officer or director of Reliance or the Reliance Nominee (as the case may be) and details of such individuals have been provided in writing to the Equity Shareholder, to purchase Sale Shares solely in order to comply with the requirement of having a minimum number of shareholders under the Companies Act, and Option Closing shall proceed accordingly.

32.8. Subject to clause 16.2 of the Agreement, upon the Option Closing, the Equity Shareholder, its Affiliates and any

of their respective officers, directors, shareholders, employees and agents (each, a “Released Party”) shall be unconditionally, irrevocably and fully released from and against all Released Matters and no amounts will be, payable, or obligations (whether actual or contingent) will be owed, by a Released Party to any Releasing Party, its Affiliates or any of their respective officers, directors, shareholders, employees and agents.

32.9. Valuation and Approvals

32.9.1. If required under Applicable Law, a valuer (“Option Valuer”) from amongst the Valuers shall be appointed (i) by the Parties jointly, 1 (one) month prior to the expiry of 20 (twenty) years from the Completion Date; or (ii) by the Party which issues the Call Notice or the Put Notice, within 5 (five) Business Days of such Party issuing the Call Notice or Put Notice (as the case may be). The Parties shall engage such Option

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Valuer to determine the fair value of the Sale Shares in accordance with Applicable Law for the purpose of transfer from a non-resident to a resident as soon as practicable but no later than 2 (two) weeks from the Option Valuer’s appointment.

32.9.2. For the purposes of complying with Applicable Law, the valuation derived by the Option Valuers shall be final and binding on the Parties and shall be used to determine the Purchase Consideration for the purposes of the Agreement or these Articles.

32.9.3. If any regulatory approvals are required under Applicable Law for consummation of the Call Option or Put Option, (i) the Party required to obtain such approval under Applicable Law shall be responsible to do all such acts and deeds necessary to obtain such approval in a timely manner; and (ii) all Parties shall cooperate with each other in good faith and provide all reasonably requested information and assistance to the Party required to obtain such approval (other than where to do so would involve a waiver of legal privilege). If there is any condition attached to such regulatory approval, the Parties shall act in good faith and reasonably to comply with such condition in a timely manner.

32.9.4. Notwithstanding other provisions of the Agreement and these Articles, the Option Closing Date shall be automatically postponed till the necessary regulatory approvals are obtained in accordance with Applicable Law and the valuation report of the Option Valuers is received in accordance with this Article 32.9, in each case, to the extent applicable.

32.10. Each Party agrees and undertakes to perform, and to cause (to the extent possible) its respective Affiliates to

perform, all acts and things as may be necessary or advisable under Applicable Law to effectively carry out the full intent and meaning of the Agreement and these Articles and to complete the transactions contemplated (including the execution and delivery of all deeds and documents, convening of all meetings, passing of all resolutions and the exercise of all powers and rights available to them).

33. Board of Directors and Corporate Governance

33.1. Authority of the Board: Subject to the provisions of the Agreement, these Articles and the Companies Act, the

Board shall be responsible for the management, supervision, direction and control of the Company. The Board shall have the authority to run the operations of the Company, determine the business strategy and objectives of the Company, and take all such decisions as may be required for the operation, management and control of the Company, including with respect to those matters set out in Schedule III of the Agreement.

33.2. Management of the Company: Without limiting the generality of the powers of the Board as set out in Article 33.1, but subject to the other terms of the Agreement and these Articles, the Board and the Equity Shareholder (to the extent required under Applicable Law) shall have the right to take decisions with respect to the following matters: 33.2.1. Approving the business plan and business strategy of the Company;

33.2.2. Appointment and removal of the key management personnel, including the appointment of the chief

executive officer, the chief financial officer and the company secretary and determination of the terms of employment of such key management personnel;

33.2.3. Determination of all policies, practices, procedures and internal controls of the Company, including but not limited to the accounting, Tax and personnel policies and practices, as well as all practices, policies, procedures and controls necessary to ensure observance with Anti-Corruption Laws and generally protect the Company from the risks of bribery, corruption, fraud, cyber threats and other breaches of laws;

33.2.4. Initiation and the carrying out of internal investigations based on allegations or suspicion of misconduct by any employee of the Company and determination of how events of misconduct are to be handled;

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33.2.5. Determination of periodic monitoring and auditing of internal processes to ensure the effectiveness and compliance with such internal controls; and

33.2.6. Appointment and removal of the auditors of the Company.

33.3. Composition of the Board:

33.3.1. The Board shall comprise a minimum of 3 (three) Directors and shall comprise a maximum of 9 (nine) Directors. The Equity Shareholder shall at all times have the right to nominate the majority of the Directors on the Board.

33.3.2. Any Director appointed to the Board who is not a Director appointed in accordance with Article 33.3.1, whether required under Applicable Law or otherwise, shall require the prior consent of the Equity Shareholder.

33.3.3. In the event that the Funding NCD Holders have a right to appoint a nominee (“Lender Nominee”) on the

Board of the Company in terms of the Financing Documents, then the Equity Shareholder shall ensure that such Lender Nominee is appointed on the Board of the Company in place of a nominee of the Equity Shareholder, provided however that the Equity Shareholder shall at all times have the right to nominate the majority of the Directors on the Board in compliance with the SEBI InvIT Regulations.

33.4. Subject to the provisions of the Companies Act, in the event that the Equity Shareholder proposes to appoint an alternate Director (“Alternate Director”) to any Director nominated by them (“Original Director”), the Board shall, upon receipt of notice to that effect from the Equity Shareholder, appoint an Alternate Director in place of such Original Director. Upon the appointment of the Alternate Director, the Company shall ensure compliance with the provisions of the Companies Act, including by filing necessary forms with the registrar of companies and filing necessary notifications. The Equity Shareholder shall also have a right to withdraw its nominated Alternate Director and nominate another Alternate Director in his place. The Alternate Director shall be entitled to receive notice of all meetings and to attend and vote at such meetings in place of the Original Director and generally to perform all functions of the Original Director.

33.5. Board Meetings: 33.5.1. The Board shall meet as necessary to discharge its duties but in any case the Board shall meet at least

once every calendar quarter (unless a higher frequency is prescribed by Applicable Law, in which case, the Board shall meet at such frequency), in such a manner that not more than 120 (one hundred and twenty) days shall intervene between two consecutive meetings of the Board.

33.5.2. Quorum: Subject to Applicable Law: (a) a quorum for the meetings of the Board shall be at least 2 (two) Directors or one-third of its total

strength, whichever is higher.

(b) if a valid quorum is not present for a Board meeting within 30 (thirty) minutes of the time specified for the meeting, in such a case, the meeting will be adjourned to a date and time that is 7 (seven) Business Days after the original meeting and at the same place as the original meeting by written notice to all Directors (“Adjourned Meeting”), or to such other date and time as may be agreed by all the Directors in writing.

33.5.3. Notice

(a) Written notice of at least 7 (seven) days of every meeting of the Board shall be given to every

Director and every Alternate Director at their usual address whether in India or abroad, unless

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otherwise unanimously agreed to by the Directors as may be permitted under Applicable Law; provided, however, that such notice period shall not apply in the case of an Adjourned Meeting pursuant to Article 33.5.2(b).

(b) The notice of each Board meeting shall include an agenda setting out the business proposed to be transacted at the meeting. Unless otherwise unanimously agreed to by all the Directors as may be permitted under Applicable Law, any item not included in the agenda of a meeting shall not be considered or voted upon at that meeting of the Board.

33.5.4. Conduct of Meetings:

(a) The chairperson of the Board meeting shall be nominated by the Equity Shareholder.

(b) Meetings of the Board shall be held at Mumbai or such other place as may be approved in writing

by a majority of the Directors or electronically by way of video conferencing or any other form of contemporaneous communication in accordance with procedure under Applicable Law.

33.5.5. Votes: Each Director is entitled to cast 1 (one) vote at any Board meeting. Subject to provisions of the

Companies Act, all decisions of the Board shall be taken by a simple majority vote of the Directors present or represented at the meeting.

33.5.6. Circular Resolution: Subject to Applicable Law, a resolution in writing, signed, whether manually or by secure electronic mode, by a majority of the members of the Board, for the time being entitled to receive notice of a meeting of the Board, shall be valid and effective as if it had been passed at a meeting of the Board, duly convened and held.

33.6. The payment of compensation and sitting fees and reimbursement of travel, board and lodging expenses incurred by Directors in attending Board meetings, shareholders’ meetings and other official business of the Company shall be governed by the policy of the Company in this regard as may be in force from time to time.

33.7. Shareholder Meetings

33.7.1. A General Meeting may be convened by giving not less than 21 (twenty one) days’ notice in writing to all the Shareholders of the Company, provided however that a General Meeting may be called by giving shorter notice, if consent is accorded thereto by the Shareholders holding not less than 95% (ninety five percent) of such part of the paid-up share capital of the Company as gives a right to vote at the meeting.

33.7.2. In the event that, pursuant to Applicable Laws, the Preference Shareholder has the right to vote or participate in a General Meeting with respect to matters other than (a) matters directly affecting the rights attached to the Preference Shares; (b) winding up of the Company; or (c) the repayment or reduction of its share capital, the Preference Shareholder shall, vote along with the Equity Shareholder, in the manner and to the extent so required by the Equity Shareholder.

33.7.3. Subject to Applicable Law, all decisions of the Shareholders shall be made by ordinary or special

resolutions, as may be required under the Companies Act.

33.7.4. Quorum:

(a) The quorum required for all General Meetings shall be 5 (five) members, being registered holders of Equity Shares of the Company, personally present.

(b) If a valid quorum is not present for a General Meeting within 30 (thirty) minutes of the time specified for the meeting, in such a case, the meeting will be adjourned to a date and time that is 7 (seven) Business Days after the original meeting and at the same place as the original meeting

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by written notice to all Shareholders, or such other time and place as may be agreed among the Equity Shareholders in writing.

33.7.5. All business to be transacted at a General Meeting or at meetings of registered holders of Preference

Shares or at meetings of any class of shareholders of the Company shall be decided on a poll. The business to be transacted at a General Meeting shall be effectual only if such business is transacted at a General Meeting duly convened and held in accordance with the provisions of the Agreement and these Articles. For the removal of doubts, it is hereby clarified that a business to be transacted at a General Meeting cannot be transacted by way of a consent or approval in writing granted or a resolution in writing agreed to by or on behalf of all the members of the Company who would be entitled to vote upon it, if it had been proposed to a General Meeting.

34. Nature of the Company and Types of Securities

34.1. If during the term of the Agreement there is a conflict between the terms of the Agreement and the provisions of

these Articles, the provisions of the Agreement will prevail and the Company shall immediately take all necessary steps within its power to procure that the Articles are amended so as to make them conform to the terms of the Agreement.

34.2. The Company shall, notwithstanding anything contained in the Agreement or these Articles, be entitled to issue optionally convertible debentures to the Contractor (or any other security which, at the relevant point in time, will not be treated as debt / borrowing by the Company under Applicable Law) in lieu of the funding mechanism specified in the O&M Agreement, which shall (a) be convertible at the sole option of the Company, provided that such securities shall not be convertible until the full and final redemption of the Funding NCDs; (b) be issued in a manner such that it will not be treated as a debt of the Company; and (c) not carry any voting rights whatsoever in any meetings of the members of the Company and be subordinate to any other securities issued by the Company in accordance with the terms of the Transaction Documents.

35. Covenants

35.1. Conduct of Business: On and from the Completion Date till the Option Closing Date, the Equity Shareholder shall cause the Company to conduct the Pipeline Business in the ordinary course of business in accordance with international best practices prevailing for businesses of such nature.

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Annexure I – Terms of the RPS

Nature of Security 5,00,00,000 (five crore) participating redeemable preference shares of INR 10 (Indian Rupees ten) each. The RPS shall not be convertible into any other securities.

Issue Price At face value of INR 10 (Indian Rupees ten) each

Dividend 0%

Repayment of capital Repayment of capital on redemption or upon dissolution or winding up of the Company to the extent of paid-up redeemable preference share capital to be paid in preference to the repayment of the paid-up equity share capital.

Priority with respect to repayment of capital

The RPS will carry a preferential right vis-à-vis Equity Shares with respect to repayment of capital.

Right to participate in surplus assets

The RPS will have the right to surplus assets either on winding up or liquidation or otherwise. Any payment to the RPS Holder shall be made subject to the payments to be made to the Parties pursuant to the NCD Terms or the Specified Actions.

Term and Redemption Term: 30 (thirty) years from the date of allotment, as permitted for companies in infrastructural projects pursuant to the proviso to Section 55(2) of the Companies Act, 2013 read with Rule 10 of the Companies (Share Capital and Debentures) Rules, 2013. Redemption: Each RPS shall be redeemed at par. 10 (ten) percent of such RPS shall be redeemed per year from the twenty first year onwards on a proportionate basis. The redemption shall be made in accordance with the applicable provisions of the Companies Act, 2013 and the Articles.

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Annexure II – Terms of the CCPS

Nature of Security 400,00,00,000 (four hundred crore) compulsorily convertible preference shares of INR 10 (Indian Rupees ten) each.

Issue Price At face value of INR 10 (Indian Rupees ten) each.

Dividend 0%

Conversion Upon the expiry of 20 (twenty) years from the date of allotment, every 254 (two hundred and fifty four) CCPS shall be converted into 1 (one) Equity Share, which shall represent 24% (twenty four percent) of the then issued and paid up equity share capital of the Company. If the Company grants to shareholders any bonus, rights or options, warrants or other rights per share to subscribe for or acquire shares, the conversion ratio will automatically stand adjusted suitably. In the event of liquidation or winding-up of the Company, the CCPS shall immediately convert into Equity Shares in the manner set out above, which Equity Shares shall rank pari passu with the other Equity Shares issued by the Company at such point in time.

Term

20 (twenty) years from the date of allotment.

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Annexure III – TERMS OF THE FUNDING NCDs

1. Nature of the instrument

Listed, rated, secured, redeemable non-convertible debentures.

2. Issuer

Pipeline Infrastructure Limited

3. Face Value

INR 10,00,000 (Rupees ten lakhs only)

4. No. of Funding NCDs

64,520 (sixty four thousand five hundred and twenty)

5. Issue size

INR 6,452,00,00,000 (Rupees six thousand four hundred and fifty two crores only)

6. Subscriber

Eligible financial institutions, any other investor(s) who may be allowed to invest in the Funding NCDs as per the applicable guidelines and regulations.

7. Mode of issue

Dematerialized

8. Pay-in date/Deemed date of allotment

April 23, 2019

9. Transaction Documents

“Transaction Documents” shall have the meaning given to the term in the PIL Shareholders’ and Options Agreement of even date, executed between the Company, East West Pipeline Limited (“EWPL”), Investment Manager, the Trust and Reliance Industries Limited (“RIL”).

10. Tenor

4 (four) years 10 (ten) months and 29 (twenty nine) days.

11. Mode of Trading

Dematerialised form only

12. Depository

National Securities Depository Limited and / or Central Depository Services (India) Limited

13. Debenture Trustee

IDBI Trusteeship Services Limited

14. Objects of the issue

To redeem in part the debentures issued by the Issuer to the InvIT for an aggregate principal amount of INR 12,950,00,00,000 (Rupees twelve thousand nine hundred and fifty crores only, which redemption shall be at par.

15. Redemption

In full, at the end of the Tenor.

16. Business day convention

If any interest payments fall due on a public holiday or Saturday or Sunday, it will be paid on the next working day. If any principal payments fall due on a public holiday or Saturday or Sunday, it will be paid on the preceding working day, along with interest accrued on the outstanding Funding NCDs, until but excluding the date of such payment.

17. Interest Rate

8.9508% (eight point nine five zero eight per cent) per annum, payable quarterly.

18. Payment of Interest

Payable quarterly.

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19. Security

The security for the Funding NCDs consists of, inter alia, the following: (i) first ranking charge on the assets of the Pipeline Business; (ii) assignment of the Pipeline Usage Agreement; (iii) first ranking charge by way of hypothecation over all specified assets and specified bank accounts of the Issuer; (iv) pledge over 100.00% of the equity shares of the Issuer beneficially held by the InvIT; and (v) pledge over the ESH NCDs held by the InvIT aggregating to INR 34 billion.

20. Default Interest

2% per annum over and above the Interest Rate, in case of any payment default, (only on the defaulted amounts). For any other breaches the default rate shall be 1% per annum over and above the Interest Rate (on the outstanding amounts), until its rectification or waiver.

21. Other Covenants and terms and conditions

The Funding NCDs shall be freely transferable. All other terms and conditions as set out in the Transaction Documents.

22. Event of Default, Termination and Early Redemption

As set out in the Transaction Documents.

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S.No. Subscriber Details

Name, Address, Description and Occupation

DIN/PAN/Passport/ Number

No. of Shares taken

DSC Dated

1 Sikka Ports & Terminals Limited Admin Building, MTF Area, Village Sikka, Taluka & District Jamnagar 361140 Signed on behalf of the Company by the Director Shri K R Raja Occupation – Business

ADLPR6435Q 49994 Equity Sd/- 18/04/2018

2 Sundar Mathrubootheswaran 302-B, Shree Jagjeevan CHS Ltd., Plot 302-A, Sector 21, Nerul, Navi Mumbai 400706 Occupation – Service

00433686 1 Equity Sd/- 18/04/2018

3 Hariharan Mahadevan Flat No. 1003, Plot No. 103, Sector-11, Amrutyog, Koper Khairne 400709 Occupation – Service

07036483 1 Equity Sd/- 18/04/2018

4 Emani Venkata Sarveswara Rao Flat No-204/205, Kesar Harmony Symphony, Plot No-12, Sector No-06, Near St. Mary School, Kharghar, Panvel 410210 Occupation – Service

01915180 1 Equity Sd/- 18/04/2018

5 Venkataraman Ramachandran C1, Plot 25, Sector 16A, Nilgiri CHS, Vashi, Navi Mumbai - 400703 Occupation – Service

02032853 1 Equity Sd/- 18/04/2018

6 Mohana Venkatachalam 201, Sainath Galaxy, Sector- 6, Ghansoli, Navi Mumbai - 400701 Occupation – Service

AGTPM7838D 1 Equity Sd/- 18/04/2018

7 Ritesh Shiyal 903, Bella Vista, Pokharan Road No.2, 20-A, Oswal Park, Thane - 400601 Occupation – Service

AHPPS3794R 1 Equity Sd/- 18/04/2018

Total Shares taken 50,000 Equity

Signed before Me

Name Address, Description and Occupation

DIN/PAN/Passport Number/ Membership Number

DSC Dated

FCA B/12, SHALIMAR 043863 Sd/- 18/04/2018 J H DALIA APPARTMENTS, ADJ. TO

SHOPPERS STOP, S V ROAD, ANDHERI WEST, MUMBAI - 400058 Occupation - Professional