 

lvi)

“Office” shall mean the registered office of the Company for the time being;

“Office”

 

Wii)

“Ordinary Course of Business” shall mean

@ any business function or practice permitted to be undertaken by the Company or as
conducted in the normal course of business of a small finance bank, or

(ii) any function or practice undertaken or discarded in the ordinary course of business
consistent with past custom or practice (including with respect to quantity and
frequency) of the Company and/or the custom or practice of entities engaged in the
same business as the Business of the Company;

“Ordinary Course
of Business”

 

Wii)

“Person” shall include an individual, an association, a corporation, a partnership, a limited
liability partnership, a joint venture, a trust, Hindu undivided family, an unincorporated
organization, a joint stock company or other entity or organization, including a government
or political subdivision, or an agency or instrumentality thereof and any other legal entity;

“Person”

 

lix)

*“Promoters” shall mean collectively Mr. Baskar Babu Ramachandran, Mr. P Surendra
Pai, Mr. P.S. Jagdish and Mr. G.V. Alankara and any other Person as approved by the
Reserve Bank of India to act as Promoter of the Company subject to Applicable Law and
‘Promoter’ shall refer to any one of them.”

“Promoters”

 

1x)

“Promoter Securities” shall mean, as the context requires, the Securities of the Company
held or acquired by the Promoters (either solely or jointly, either as a first holder or a second
holder if held or acquired on a joint basis) and includes such Securities obtained either
through subscription, conversion, bonus issues, stock-splits, etc. It is clarified that the
Securities held by Ms. Shilpa Bhaskar Babu (either solely or jointly, either as a first holder
or a second holder if held or acquired on a joint basis) shall also constitute Promoter
Securities;

“Promoter
Securities”

 

lxi)

“Proxy” shall mean an instrument whereby any Person is authorised to vote for a Member
at a General Meeting on a poll;

“Proxy”

 

Ixii)

“QIPO” shall mean a public offering of the shares of the Company on a Recognized Stock

Exchange in India in accordance with Applicable Law upon the consummation of which
100% (hundred per cent) of the Equity Shares of the Company are tradable without
restriction (other than any restriction imposed by Applicable Law) on such stock exchange
and provided that at least 25% (twenty five percent) of the listed Equity Shares of the
Company shall be held by Persons other than the Promoters;

=QIPO”

 

 

Ixiii)

 

“Qualifying Investor” shall mean any Investor who together with its Affiliates holds at
least 3% (three percent) of the total issued and paid-up share capital of the Company at any
given point of time, provided that any shares issued pursuant to the exercise of ESOPs or
exercise of the right provided to Key Promoter under Article 43 at any time after June 13,
2016. shall not be taken into account for calculating the total issued and paid-up share capital
of the Company for the purposes of this definition;

Further, for the purposes of this definition,

@ the shares held by HDFC Holdings Limited, HDFC Life Insurance Company
Limited and their respective Affiliates (‘“HDFC Entities”) shall be considered
collectively for the purposes of determining if the HDFC Entities is a Qualifying
Investor;

(ii) the shares held by Gaja Capital India AIF Trust, Gaja Capital Fund II Limited and
their respective Affiliates (“Gaja Entities”) shall be considered collectively for the
purposes of determining if the Gaja Entities is a Qualifying Investor;

(iii) the shares held by TVS Shriram Growth Fund, TVS Shriram Growth Fund 3 and
their respective Affiliates (“TVS Entities”) shall be considered collectively for the
purposes of determining if the TVS Entities is a Qualifying Investor.

 

“Qualifying
Investor”

 

409

 
