* Altered pursuant to the sub-division of the equity shares from face value of Rs. 100 each to Rs. 5 each approved
at the Extraordinary General Meeting held on 30.04.2018

“Essential Rights” means the rights specified in Article 102 (b)(ii), Article 102(d), Article 102 (e),
Article 102 (f)(ii) and Article 102 (i) of these Articles of Association;

"Financial Year" means the accounting year of the Company commencing each year on April 1 and
ending on the following March 31;

“FMV Price” shall mean the fair market value of the Equity Shares of the Company, determined by an
Independent Audit Firm as may be approved by the Board of Directors and acceptable to Investors, who
are not the Auditors of the Company at the time of making such determination;

"Fraudulent Practice" has the meaning set forth in Annex A of the Shareholders Agreement (Anti-
Corruption Guidelines for IFC Transactions);

“General Meeting" means either an extraordinary general meeting of the Company's shareholders or the
annual general meeting of the Company's shareholders;

“Governmental Approval” shall mean any Authorisation required to be obtained from any Authority;

"IFC" shall mean the International Finance Corporation, an international organization established by
Articles of Agreement among its member countries including the Republic of India;

“IFC Initial Shares” shall mean 66,263 (Sixty Six Thousand Two Hundred and Sixty Three) Equity
Shares, subscribed to by IFC pursuant to a share subscription agreement dated June 28, 2010 executed
amongst IFC, the Sponsors, SM and the Company constituting 14.06% of the then Share Capital;

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

“IFC Subscription Shares” means the 14,540 (Fourteen Thousand Five Hundred and Forty) Equity
Shares of the Company subscribed by IFC pursuant to the IFC Subscription Agreement;

"Independent Director" means a Director who has no direct or indirect material relationship with the
Company other than membership on the Board and who:

(a) is not, and has not been in the past 5 (five) years, employed by the Company or its Affiliates;

(b) does not have, and has not had in the past 5 (five) years, a business relationship with the
Company or its Affiliates (either directly or as a partner, shareholder (other than to the extent to
which shares are held by such Director pursuant to a requirement of Applicable Law in the
Country relating to directors generally), and is not a director, officer or senior employee of a
Person that has or had such a relationship);

() is not affiliated with any non-profit organization that receives significant funding from the
Company or its Affiliates;

(d) does not receive and has not received in the past 5 (five) years, any additional remuneration
from the Company or its Affiliates other than his or her director's fee and such director’s fee
does not constitute a significant portion of his or her annual income;

(e) does not participate in any share option scheme/plan or pension scheme/plan of the Company
or any of its Affiliates;

(f) is not employed as an executive officer of another company where any of the Company’s
executives serve on that company’s board of directors;

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