is in compliance with Section 177 and other applicable provisions of the Companies Act and Regulation 18 of the
SEBI Listing Regulations. The Audit Committee currently comprises of:

1. Dinesh Madanlal Gupta (Independent Director), chairperson;
2 Srinivasan Sridhar (Chairperson and Independent Director), member; and
Bs Gautam Saraogi (Chief Executive Officer and Executive Director), member.

The quorum necessary for the transaction of business shall be two members or one third of the members of the
Audit Committee, whichever is greater with at least two independent directors. A duly convened meeting of the
Audit Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers
and discretions vested in or exercisable by the Audit Committee. The Audit Committee shall meet at least four
times in a year and not more than 120 days should lapse between two meetings.

Scope and terms of reference:

The Audit Committee shall have powers, including the following:

1) to investigate any activity within its terms of reference;

2) to seek information from any employee;

3) to obtain outside legal or other professional advice;

4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and

5) such other powers as may be prescribed under the Companies Act, 2013 and the SEBI Listing
Regulations.

The role of the Audit Committee shall include the following:

1) Oversight of financial reporting process and the disclosure of financial information relating to the
Company to ensure that the financial statements are correct, sufficient and credible;

2) recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of
appointment of auditors of the Company and the fixation of the audit fee;

3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) examining and reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Modified opinion(s) in the draft audit report.

5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

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