(iii)

(iv)

(vy)

the Company. Such Qualifying Shareholders will jointly nominate the Qualifying Shareholders Nominee Director(s)
and in case no consensus is achieved among the Qualifying Shareholders, the majority of the Qualifying Shareholders
(majority to be determined on the basis of shareholding) will nominate the Director(s). In the event a majority (i.e.,
representing atleast 51% of the combined shareholding) of the Qualifying Shareholders deciding to withdraw their
candidate after his/her appointment as Qualifying Shareholders Nominee Director, they shall be required to collectively
inform the Board of the same along with details of the alternate candidate chosen by them, for the consideration by the
Board.

The appointment and cessation of the Promoter Nominee Director(s) and the Qualifying Shareholders Nominee
Director(s) shall be in accordance with the provisions of the Act.

The Nomination and Remuneration Committee shall accordingly consider the candidature(s) and if found appropriate
as may be required under extant laws/guidelines, recommend the candidate(s) for appointment as Nominee Director(s)
by the Board. The office of the Nominee Director(s) shall be liable to retire by rotation as per the provisions of the Act.
Such retiring Nominee Director(s) may offer themselves for re-appointment subject to their candidature(s) being
collectively recommended by the Promoters or Qualifying Shareholders, as the case may be.

In case of any vacancy, the Board shall be under no obligation to inform the nominating persons (who have an
outstanding right to appoint the nominee director(s)) of the vacancy at the Board. In case of vacancy of any such nominee
director(s), the nominating persons shall propose names of the proposed nominee director(s) and inform the Board about
such proposal.

All other provisions of these Articles of Association under “Board of Directors” shall continue to apply mutatis mutandis
to Promoter Nominee Director(s) and the Qualifying Shareholders Nominee Director(s) unless otherwise provided for
in this Article 50.”

Article 51 provides that, “Subject to the provisions of Sections 161(4), 169(5) and 169(7) of the Act and these Articles, the Board
may appoint any person meeting the requisite criteria for appointment as director of the Company, as Director to fill a casual
vacancy arising in the office of any Director and such appointment shall be subsequently approved by members in the immediate
next general meeting.

Provided that a person so appointed shall hold office only up to the date on which the Director in whose place he is appointed
would have held office if it had not been vacated by him.”

Article 52 provides that:

@

Gi)

(iii)

(iv)
(vy)

(vi)

(vii)

“Subject to Applicable Law, Directors other than Independent Directors/ Managing Director shall be liable to retire by
rotation in accordance with the provisions of the Act.

Provided, no director other than the Chairman or whole-time director, shall hold office continuously for a period
exceeding eight years pursuant to Section 10A (2A) of 1949 Act and as per RBI directions.

At every Annual General Meeting of the Company, one-third of such of the Directors for the time being as are liable to
retire by rotation or if their number is not three or a multiple of three, the number nearest to one-third shall retire from
office.

Subject to Sections 152 and 169 of the Act, the Director(s) to retire by rotation at every Annual General Meeting shall
be those who have been longest in office since their last appointment, but as between persons who become Directors
on the same day, those who are to retire shall, in default of and subject to any agreement among themselves, be
determined by lot.

The retiring director(s) shall be eligible for re-appointment.

Subject to Sections 160 and 169 of the Act, the Company at the Annual General Meeting at which a Director retires in
the manner aforesaid may fill up the vacancy by appointing the retiring director or some other person.

If the place of the retiring director is not filled up and the meeting has not expressly resolved not to fill the vacancy, the
meeting shall stand adjourned till the same day in the next week at the same time and place, or if that day is a public
holiday till the next succeeding day which is not a public holiday at the same time and place.

If at the adjourned meeting also, the place of the retiring director is not filled up and that meeting also has not expressly

resolved not to fill the vacancy, the retiring director shall be deemed to have been re- appointed at the adjourned meeting,
unless:

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