Other affirmative covenants of the Sponsors

112.

(a)

(b)

@)

Each of the Sponsors (i) shall conduct the Business exclusively through the Company or a
Subsidiary of the Company; (ii) other than through the medium of the Company or through a
Subsidiary of the Company, shall not (directly or indirectly), in any capacity, including, for their
own account or as agent, employee, officer, director, consultant, investor, or shareholder or
equity owner of any other Person, establish, develop, undertake, manage, finance, invest in,
carry on or assist in carrying on or be engaged, concerned, interested or employed in or provide
technical, commercial or professional advice to any other business, enterprise or venture which
is engaged in the business or which supplies goods and / or services which are competitive with
the Business; (iii) shall not acquire or hold, directly or indirectly, equity shares or share
equivalents of any Subsidiary other than through the Company; and (iv) shall direct all
commercial opportunities (related to the Business) that are or become known to them to the
Company.

Each of the Sponsors shall devote a substantial amount of their time, energy and resources to
the operation and Management of the Company and the Subsidiaries.

Notwithstanding the foregoing, the acquisition of any business or undertaking by the Sponsors
whether by way of acquisition of assets or shares, in excess of Rs. 200,000,000 (Rupees Two
Hundred Million) will be subject to specific prior written approval from the Investors.

The provisions of this Article 112 shall apply mutatis mutandis to SM in the event and during
such times that SM is directly or indirectly in Control of the Company.

SM Designation as Sponsor

113.

(a)

()

As of the date of execution of the Shareholders Agreement, SM holds 12.89% (twelve point
eighty nine per cent) of the Share Capital. Upon the occurrence of any of the following events,
SM shall automatically be deemed to be included within the definition of the term ‘Sponsor’
and shall be treated as one of the Sponsors along with SR and KG:

i. SM is appointed on the Board of the Company; and/or;

ii. SM’s shareholding in the Company equals to 15% or more of the economic interest in
the Company, including as represented by the equity share capital, held by him
reckoned as Shares on a Fully Diluted Basis; and/or;

iii. SM is directly or indirectly in Control of the Company,

then notwithstanding anything to the contrary herein, SM shall be designated, and included as
a Sponsor (in addition to SR and KG) and at the Investor’s option, shall be bound and be
required to comply with the obligations of the Sponsors under the Shareholders Agreement.
Following, SM’s inclusion and designation as Sponsor, if so required by the Investors, (I) the
Shareholders Agreement may be amended as appropriate, (II) SM may be required to execute
such amended Shareholders Agreement or such other documents and the Investors may specify
in connection with his designation as Sponsor, and (III) the Company shall and the Sponsors
and the other Shareholders shall procure that the Company shall amend the relevant Charter to
reflect the amendments to the Shareholders Agreement as aforesaid

Reporting of Sponsor Conditions:

Within 2 (two) days of:

@ SM being appointed as a Director on the Board or ceasing to be a Director on the
Board; or
(ii) SM’s shareholding in the Company increasing above 15% (fifteen per cent) of the

Share Capital reckoned as Shares on a Fully Diluted Basis or ceasing to be less than

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