Financial Statements for the Financial Year immediately preceding the Financial Year in which the
question arises or to whom the Company or any Subsidiary has, directly or indirectly supplied any goods
and services of a value of more than 5% (five per cent) of sales of the Company as per the Audited
Financial Statements for the Financial Year immediately preceding the Financial Year in which the
question arises. For the purpose of this definition, "material interest" shall mean a direct or indirect
ownership of Equity Shares representing at least 5% (five per cent) of the outstanding voting power or
equity of the Company or any Subsidiary;

“Relative” shall have the meaning ascribed to such term under Section 2(77) of the Act;

“Relevant Market" means the BSE Limited and/or the National Stock Exchange of India Limited, or
any other reputable and internationally recognized automated quotation system(s) or stock exchange(s)
acceptable to the Investors in their sole discretion;

“Relevant Parties" means the Company, the Sponsors, SM and any other shareholder of the Company
that is a party to the Shareholders Agreement or becomes a party to the Shareholders Agreement
pursuant to an Accession Instrument or Deed of Adherence;

"Sanctionable Practice" means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive
Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with
the Anti-Corruption Guidelines attached to the Shareholders Agreement as Annex A (Anti-Corruption
Guidelines for IFC Transactions);

“SCPE” shall mean Standard Chartered Private Equity (Mauritius) I Limited, a company incorporated
and registered under the laws of Mauritius, having its registered office at C/o Kross Border Trust
Services Limited, St Louis Business Centre, Cnr Desroches & St Louis Streets, Port Louis, Mauritius,
registered as a Foreign Venture Capital Investor under the laws of India having registration number
IN/FVCI/05-06/22;

“SCPE Subscription Agreement” means the share subscription agreement dated July 3, 2012 executed
amongst the Sponsors, SM, the Company and SCPE;

"Share Capital" means the total issued and paid-up equity share capital of the Company calculated as
per Shares on a Fully Diluted Basis;

"Share Equivalents" means preferred shares, bonds, loans, warrants, options or other similar
instruments or securities which are convertible into or exercisable or exchangeable for, or which carry
a right to subscribe for or purchase, equity shares of the Company or any instrument or certificate
representing a beneficial ownership interest in the equity shares of the Company, including global
depository receipts or American depository receipts;

"Shareholders" means collectively, the Investors, the Sponsors, SM and any other shareholder of the
Company that is a party to the Shareholders Agreement or becomes a party to the Shareholders
Agreement pursuant to an Accession Instrument or a Deed of Adherence;

"Shareholders Agreement" refers to the shareholders agreement dated July 3, 2012 entered into
between the Company, SR, KG, SM, SCPEand IFC ;

"Shares on a Fully Diluted Basis", shall mean that number of shares obtained by assuming that all
outstanding options, warrants and other equity securities convertible into or exercisable or exchangeable
for equity shares of the Company (whether or not by their term then currently convertible, exercisable or
exchangeable), have been so converted, exercised or exchanged;

"Shell Bank" means a bank incorporated in a jurisdiction in which it has no physical presence and which
is not an affiliate of a regulated bank or a regulated financial group;

“Short Term Borrowings” shall mean all Borrowings other than Long Term Borrowings;

“SM” shall mean S. Murali, s/o Dr. G. Srinivasan a citizen of India residing at 1613, Air India Lane,
Trichy Road, Coimbatore — 641 018, Tamil Nadu, India, having Permanent Account No.AJQPM1542C;

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