Alternate Directors

(a) The Board may, appoint a person, not being a person holding any alternate directorship for any other director in the
Company or holding directorship in the Company, to act as an alternate director for a director during his absence for
a period of not less than 3 (three) months from India (hereinafter in this Article called the “Original Director”).

(b) 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. If the term
of office of the Original Director is determined before he returns to India the automatic re-appointment of retiring
directors in default of another appointment shall apply to the Original Director and not to the alternate director.

Appointment Of Director To Fill A Casual Vacancy

If the office of any Director appointed by the Company in General Meeting is vacated before his term of office expires in the
normal course, the resulting casual vacancy may, be filled by the Board of Directors at a meeting of the Board which shall be
subsequently approved by members in the immediate next general meeting. The director so appointed shall hold office only up
to the date which the director in whose place he is appointed would have held office if it had not been vacated.

Nominee Directors

On and from the date of listing of the Equity Shares of the Company pursuant to an IPO, the Board of the Company shall at all
times be constituted in compliance with applicable Law including the provisions of the Act and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to receipt of approval of the
public shareholders post listing, by way of a special resolution, at the first shareholders meeting held by the Company post-
listing of its Equity Shares pursuant to an IPO, each of the Promoters (jointly), PIOF and the Lavender Rose shall have the right
to nominate and recommend Directors to the Board of the Company in the following manner:

@ For so long as the Promoters collectively hold at least 10% (ten percent) of the Share Capital on a Fully Diluted Basis,
the Promoters shall jointly have the right to nominate 1 (one) Director;

(ii) For so long as PIOF holds at least 10% (ten percent) of the Share Capital on a Fully Diluted Basis, PIOF shall have
the right to nominate 1 (one) non-executive Director;

(iii) For so long as the Lavender Rose holds at least 10% (ten percent) of the Share Capital on a Fully Diluted Basis, the
Lavender Rose shall have the right to nominate 1 (one) non-executive Director; and

(iv) Each of the Promoters (jointly), the PIOF and the Lavender Rose shall have the right to make a non-binding
recommendation to the Board of the Company for the appointment of one Independent Director, provided that each
Independent Director shall be appointed at the discretion of the Board of the Company and Shareholders and subject
to the approval by shareholders by special resolution post listing and trading of the Equity Shares of our Company,
applicable provisions under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

In addition, upon occurrence of an ‘event of default’ as defined under the terms of respective debt documents, each of leveraged
debt lenders shall have the right to nominate 1 (one) nominee Director on the Board of the Company.

Vote of Members
Voting Rights of Members

Subject to any rights or restrictions for the time being attached to any class or classes of shares:

(a) On a show of hands every Member holding Equity Shares and present in person shall have one vote.

(b) On a poll, every Member holding Equity Shares therein shall have voting rights in proportion to his share in the paid
up equity share capital.

(c) A Member may exercise his vote at a meeting by electronic means in accordance with the Act and shall vote only
once.

Proxy

Any Member entitled to attend and vote at a General Meeting may do so either personally or through his constituted attorney
or through another person as a proxy on his behalf, for that meeting.

Instrument of Proxy

An instrument appointing a proxy shall be in the form as prescribed under the Act for this purpose. The instrument appointing
a proxy shall be in writing under the hand of appointer or of his attorney duly authorized in writing or if appointed by a body

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