number of Independent Directors and woman director as may be required under the Act, 1949 Act or any other Applicable Law
for the time being in force.”

Article 48 provides that, “Subject to the provisions of the Act and the Articles, the Board shall have power at any time, and from
time to time, to appoint a person, other than a person who fails to get appointed as a director in general meeting, as an additional
director and person appointed as additional director who shall hold office up to the date of the next Annual General Meeting of
the Company.

Any person appointed as additional director has to fulfil the criteria for appointment as Director under the Applicable Law and
shall be eligible for appointment by the Company as a Director at the next Annual General Meeting subject however to the
provisions of the Act, the 1949 Act and Applicable Law.”

Article 49 provides that:
jw “Subject to the provisions of the Act and the Articles, the Board shall have power to appoint a person, other than a

person holding directorship in the Company or holding alternate directorship for any other director in the Company, to
act as an alternate director for a director during his absence for a period of not less than three months from India.

(ii) Provided that an alternate director for an Independent Director must also qualify to be appointed as an Independent
Director.
(iii) Such alternate director shall be entitled to be counted for the purpose of constituting the quorum, to vote, to issue consent

and to sign a written circular resolution and to exercise all such rights as the director for whom such person has been
appointed as an alternate director. It is clarified that any such appointment of the alternate directors, shall to the extent
required by Applicable Law, be subject to the consent of the RBI.

(iv) Such alternate director shall not hold office for a period longer than that permissible to the director in whose place he
has been appointed and shall vacate office if and when the director returns to India.”

Article 50 provides that, “The Board may appoint any person as a Director nominated by any institution pursuant to the provisions
of any law for the time being in force or of any agreement or by the Central Government or State Government.

Appointment of nominee director will also be subject to all the requirements of appointment of other non-executive directors of
the Company.

@ As long as any or all of Baskar Babu Ramachandran, P. Surendra Pai, P. S. Jagdish and G. V. Alankara continue to be
the Promoters of the Company, such Promoters shall, collectively have the right to appoint 1 (one) Director (“Promoter
Nominee Director”) on the Board.

Further, as long as such Promoters together hold such number of Equity Shares which together constitute 7.50% (seven
point five per cent) or more of the paid-up share capital of the Company on a fully diluted basis, they shall, collectively
have the right to appoint 2 (two) Promoter Nominee Directors on the Board, including the aforesaid right to appoint 1
(one) Promoter Nominee Director by virtue of continuing as Promoters of the Company. Such Promoter Nominee
Director(s) shall not be bound to hold any qualification shares. It is clarified that the said rights are for the benefit of
the aforementioned Promoters and such right of the remaining Promoters shall not be affected in the event of cessation
of one or more of such Promoters and further that the aforesaid rights cannot be transferred to any other person by any
of the aforementioned Promoters as a result of a sale of their shareholding or for any other reason. Further, such rights
of appointment of Promoter Nominee Director(s) shall not supersede the requirement of having majority of Independent
Director on the Board or any other provisions of applicable laws and shall be subject to receipt of necessary regulatory
approvals. In addition, the rights of the aforementioned Promoters in this regard shall be subject to the receipt of
Shareholders’ approval, in the first general meeting of the Company held after successful listing and trading pursuant
to completion of the initial public offer by the Company.

(ii) As long as the Qualifying Shareholders together hold such number of Equity Shares which together constitute at least
10% (ten per cent) of the paid-up share capital of the Company on a fully diluted basis, they shall, collectively have the
right to appoint | (one) Director (“Qualifying Shareholder Nominee Director”) to the Board. Further, as long as such
Qualifying Shareholders together hold such number of Equity Shares which together constitute at least 25% (twenty
five per cent) of the paid-up share capital of the Company on a fully diluted basis, they shall, collectively have the right
to appoint 2 (two) Qualifying Shareholders Nominee Directors on the Board, including the aforesaid right to appoint 1
(one) Qualifying Shareholders Nominee Director. Such right of appointment of Qualifying Shareholders Nominee
Director(s) shall not supersede the requirement of having majority of Independent Director on the Board or any other
provisions of applicable laws and shall be subject to receipt of necessary regulatory approvals. In addition, the rights of
such Qualifying Shareholders in this regard shall be subject to the receipt of Shareholders’ approval, in the first general
meeting of the Company held after successful listing and trading pursuant to completion of the initial public offer by

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