 

Name of the stock exchange(s) on which the company | N/A
was relisted
Term of directorship (along with relevant dates) in | 2006 - till date.
the company

 

 

 

 

 

Terms of appointment of Directors
Remuneration to Executive Directors:
Gangadi Madhukar Reddy

Gangadi Madhukar Reddy has been a Director of our Company since November 30, 2006. He was appointed as our Managing
Director and Chief Executive Officer with effect from March 1, 2007 pursuant to resolution passed by our Board on April 20,
2007. He was paid a total remuneration of %4 million during Fiscal 2021. The details of remuneration governing his
appointment, as approved by the Shareholders in their meeting held on August 5, 2021 are stated below:

 

Particulars Remuneration
Total Compensation %4.00 million per year
Benefits

 

 

Benefits as determined by the Board of Directors from time to time.

Allowances under all subsisting and future Company policies applicable to Directors and
employees of the Company.

Reasonable, ordinary and necessary travel, entertainment and other expenses incurred in the
performance of duties of the job.

 

 

 

 

Our Company and Gangadi Madhukar Reddy have also entered into an employment agreement dated April 5, 2019 and an
amendment agreement dated February 5, 2021 (“Madhukar Employment Agreement”) setting out the terms of his
employment. Pursuant to the terms of the agreement, the annual total remuneration payable to Gangadi Madhukar Reddy is
%4.00 million, which is subject to annual review for merit increases during the term of his employment, and may be increased
as determined by the Company, at its sole discretion. The amendment agreement provides that in case of termination of
employment by the Company, Gangadi Madhukar Reddy is to receive a one-time severance payment of %100 million from the
Company.

Further, Gangadi Madhukar Reddy has not been paid any remuneration in Fiscal 2021 by our Subsidiaries, including contingent
or deferred compensation for Fiscal 2021.

Remuneration to Non-Executive Independent Directors:

Pursuant to the Board resolutions dated June 11, 2021 and July 5, 2021, each Non-Executive Independent Director is entitled
to receive sitting fees of 20.1 million per meeting for attending meetings of the Board, sitting fees of 70.05 million per meeting
for attending meetings of committees of the Board, and commission as determined by the Board, which may be based on the
performance of our Company and the performance of the Non-Executive Independent Director as determined by the Board,
within the limits prescribed under the Companies Act, and the rules made thereunder.

Arrangement or understanding with major Shareholders, customers, suppliers or others

Except for Anish Kumar Saraf, who is a nominee of Lavender Rose, and Atul Gupta, who is a nominee of PIOF pursuant to the
SHA, our Company and our Directors do not have an arrangement or understanding with the major Shareholders, customers,
suppliers or others, pursuant to which any of our Directors were appointed on our Board or as a member of the senior

management.

Shareholding of Directors in our Company
As per our AoA, our Directors are not required to hold any qualification shares. For details of shareholding of the Directors in
our Company as on the date of filing of this Prospectus, see “Capital Structure - Details of Equity Shares held by our Directors
and Key Managerial Personnel” on page 95.

Shareholding of Directors in our Subsidiaries

Except as disclosed below, as on date of this Prospectus, none of our Directors hold any equity shares in our Subsidiaries.

 

Name of the Director Name of Subsidiary Number of equity | Percentage Shareholding (%)
shares
Gangadi Madhukar Reddy Optival Health Solutions Private Limited 1*| Negligible

188

 

 

 

 

 

 

 
