BHARTI AIRTEL LIMITED (THE COMPANIES ACT, 1956) (PUBLIC COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION The name

e of the Company is : BHARTI AIRTEL LIMITED The Registered Office of the Company will be situated in the National Capital Territory of Delhi. The Authorised Share Capital of the Company is INR 25,000,000,000 (Rupees Twenty Five Billion) divided into 2,500,000,000 (Two Billion Five Hundred Million) Equity Shares of INR 10 (Rupees Ten) each. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE: To promote & establish Companies, Funds, Associations or Partnerships for providing telecom networks and/or to run and maintain telecom services like basic/fixed line services, cellular/mobile services, paging, videotext, voice mail and data systems, private switching network services, transmission network of all types, computer networks i.e. local area network, wide area network, Electronic Mail, Intelligent network. Multimedia communication systems or the combinations thereof and for execution of undertakings, Works, projects or enterprises in the Telecom Industry whether of a private or public character or any joint venture with any government or other authority in India or elsewhere and to acquire and dispose of shares /securities in such companies, and funds and interest in such associations or partnerships. To guarantee/ counter guarantee the obligations of any of its subsidiary/ associate/ group companies and/or other companies in which the company has equity interest under any agreements/ contracts/ debentures, bonds, stocks, mortgages, charges and securities. To establish branches and agencies of the Company in India and elsewhere and to discontinue the same whenever necessary. To buy, sell, manufacture, assemble, repair, design, alter, research and improve, develop, exchange, ware-house, let on hire, import, export, and deal in all sorts of Electronic, non-Electronic, Computerized and Electrical items and equipment including Computer and Data Processing Equipment, Peripherals, Printers, Disc-drives, Intelligent Terminals, Modems, Software, Hardware, Personal Computers, CADCAM Computer, Graphic Systems, Office Automation Equipments, Word processors, Phototypesetting, Text Editing and Electronic Printing and/or Typing Systems, Circuits, including integrated, hybrid, VLSI Chips, Microprocessors and Microprocessor based equipment, Semiconductor Memories including bubble Memories, Discrete electronic devices, Facsimile Equipments, Copying Machines, Xerox Machines, Telephone Cable Pressurization Systems, Printed Circuit Boards, all sorts of automatic Float charges, Electronic, Electrical and Computerized Systems and Equipment and Plant and Machineries and Field Engineering support and for all above, their incidental and allied equipment, accessories, components, parts, sub-parts, tools, manufactured and semi manufactured goods, raw materials, plant and machineries, substances, goods, articles and things and VCR, VCP, Cassettes, Cameras, Radios, Stereo and Amplifiers, television sets, audio visual equipment, teleprinters,
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telecommunications satellite Station and electronic equipment, remote control systems, business machines, calculators, hoists, elevators, trolleys and their components including valves, transistors, resistors, condensers, coils and circuits. To organise information cell and data bank relating to industrial, agricultural and other economic activities and to provide information for the development of industries to entrepreneurs. To acquire and hold one or more memberships In stock/security exchanges, trade associations, commodity exchanges, clearing houses or associations or otherwise in India or any part of the world, to secure membership privileges there from and to acquire and hold membership in any association of bankers, merchant bankers, insurance companies, brokers, security dealers, or commodity dealers or any other association, membership of which will or is likely in any way to facilitate the conduct of the Companys business. ARTICLES OF ASSOCIATION The Authorised Share Capital of the Company is INR 25,000,000,000 (Rupees Twenty Five Billion) divided into 2,500,000,000 (Two Billion Five Hundred Million) Equity Shares of INR 10 (Rupees Ten) each. Subject to the provisions of Section 81 of the Act and these Articles, the shares in the capital of the company for the time being shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the company in the General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot shares in the capital of the company on payment in full or part of any property sold and transferred or for any services rendered to the company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. Provided that option or right to call of shares shall not be given to any person or persons without the sanction of the company in the General Meeting. If any member fails to pay any call or installment of a call on or before the day appointed for the payment of the same, the Board may, at any time, thereafter during such time as the call or installment remains unpaid serve notice on such Members requiring him to pay the same, together with interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment. The profits of the company, subject to any special rights relating thereto created or authorised to be created by these Articles and subject to the provisions of these Articles, shall be divisible among the Members in proportion to the amount of capital paid up on the share held by them respectively. Provided always that subject as aforesaid any capital paid up on a share during the period in respect of which a dividend is declared shall unless the Board otherwise determine, only entitle the holder of such share to a proportionate amount of such dividend as from the date of payment.

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BOARD OF DIRECTORS: The Companys management shall be controlled by the Board composed of not less than eight (8) and not more than Eighteen (18) directors unless a greater number is required in order for BTL to exercise its rights to appoint a majority of Directors in accordance with (b) below or to accommodate the nominee of any financial institution who is a creditor of the company or to accommodate any independent directors required to be appointed in accordance with law or other regulatory or listing requirements or to accommodate the STI Shareholders right to nominate that number of directors relative to its proportionate Shareholding pursuant to (b)(i) below. The Board of Directors shall be appointed and voted for appointment as follows: On each occasion that the Shareholders vote to elect Directors to the Board, the STI Shareholder shall have the right to nominate such number of Directors to the Board being the higher of (x) the proportion that its Shareholding bears to the then total issued, subscribed and paid up Shares, such number of Directors to be rounded up or down to the nearest whole Director (and in the event such proportionate number has a 0.5 fraction, the number shall be rounded up to the nearest whole Director) and (y) the number of Directors to the Board in accordance with the following formula: Direct Shareholding Number of Directors Not less than 13,75,00,000 Shares 15%-25% 1 2

PROCEEDINGS OF GENERAL MEETING: The ordinary business of an Annual General Meeting shall be to receive and consider the Profit and Loss Account, the Balance Sheet and the reports of the Directors and of the Auditors, to elect Directors in place of those retiring by rotation, to appoint Auditors and to fix their remuneration and to declare dividends. All other business transacted at an Annual General Meeting and all business transacted at an Extra-Ordinary General Meeting shall be deemed as Special Business. WINDING UP: Subject to the provisions of the Act and these Articles if the Company shall be wound up and the assets available for distribution among the Members as such assets shall be distributed so that as nearly as may be the losses shall be borne by the Members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the share held by them respectively. And if in a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the Commencement of the winding up paid up on the shares held by respectively. This clause is however, without prejudice to the rights of the holders of shares issued upon preferential or special terms and conditions. If the Company shall be wound up, whether voluntarily or otherwise, the liquidator may with the sanction of a special resolution, divide amongst the contributories, in specie or kind, the whole or any part of the assets of the Company and may with the like sanction vest the whole or any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories, or any of them as the liquidator, with the like sanction, shall think fit.

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ZOYA LIMITED COMPANY (THE COMPANIES ACT, 1956) (PUBLIC COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION The name of the Company is : ZOYA LIMITED COMPANY The Registered Office of the Company will be situated in Bangalore. The Authorised Share Capital of the Company is Rs: 15,00,00,00,000 divided into 1,50,00,00,000 Equity Shares of Rs: 10 each. The main objectives of the company are: To establish and carry on the business in electronic goods especially in health care and entertainment related electronic goods. To set up branches in all major cities and towns in India and to expand the business abroad. To set up factories and units engaged in the production of various electronic goods including televisions, music systems ,music players, DVD players, computers, laptops, mobile phones, washing machines, refrigerators and all such goods. To also engage in the production of goods such as tread mill, blood pressure counter and all such health care related equipments used in hospitals and health care centres. To carry out business through own chain of retail outlets and also through entering into licensing and franchising contracts with various distributors. To establish Research & Development centre within the organisation that constantly develops on the existing technology and to innovate new electronic goods in accordance with the needs of the customers. To acquire and hold one or more memberships In stock/security exchanges, trade associations, commodity exchanges, clearing houses or associations or otherwise in India or any part of the world, to secure membership privileges there from and to acquire and hold membership in any association of bankers, merchant bankers, insurance companies, brokers, security dealers, or commodity dealers or any other association, membership of which will or is likely in any way to facilitate the conduct of the Companys business. To negotiate, enter into agreements, contracts or collaborate with foreign companies, firms and individuals for getting or supplying and procuring technical assistance, know-how in the manufacturing, marketing, importing, and exporting of any product. To provide information and guidance on governmental policies and regulations and to assist in obtaining various consents, approvals from Government or other authorities or agencies which may be required for establishing an undertaking or in its diversification and expansion. To develop goods considering the environmental factors and which benefit the society as a whole.

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ARTICLES OF ASSOCIATION The Authorised Share Capital of the Company is Rs: 15,00,00,00,000 divided into 1,50,00,00,000 Equity Shares of Rs: 10 each. Where at the time after the expiry of two years from the formation of the company or at any time after the expiry of one year from the allotment of shares in the company made for the first time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of the company by allotment of further shares either out of the unissued capital or out of the increased share capital. The board of directors will hold not less than 25% of the shares in the share capital of the company. FORFEITURE OF SHARES: If any member fails to pay any call or instalment of a call on or before the day appointed for the payment of the same, the Board may, at any time, thereafter during such time as the call or installment remains unpaid serve notice on such Members requiring him to pay the same, together with interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment. DIVIDENDS: The Company in General Meeting may declare dividends to be paid to Members according to their respective rights but no dividend shall exceed the amount recommended by the Board. BOARD OF DIRECTORS AND MEETING: The board of directors will consist of a minimum of 9 members and shall meet at least once every 2 months. The quorum for any and all meetings of the Board of Directors shall be one-third of the total number of Directors. No meeting of the Board shall be held unless at least 10 days prior written notice of such meeting is given to all members of the Board, provided that a shorter period of notice may be given with the prior written approval of at least three quarter of the total number of the Directors on the Board of the Company. All matters submitted to the Board of Directors for a decision shall be decided by a majority of votes. WINDING UP: The Liquidator on any winding-up (whether voluntary, under supervision or compulsory) may, with the sanction of a Special Resolution but subject to the rights attached to any preference share capital, divide among the contributories in specie any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories, as the Liquidator, with the like sanction, shall think fit.

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