Terms And Condition Of Appointment Of Independent Director And CEO

Shankar Ramnath Iyer

Term of Appointment:  From: 04.01.2022 To: 03.01.2027 (Subject to the Approval of the Members at the General Meeting)

Name of Committees:  Audit Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee.

Roles And Functions:  To bring an independent judgment to bear on the Board’s deliberations especially on development and execution of a company's marketing campaigns to boost its promotional efforts & strategies, key appointments and standards of conduct including Board best practice, in functioning of the Board and the Committees of the Board.

To moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Duties:  To follow the duties as specified in the applicable laws, the Company’s policies, SEBI (LODR) Regulations, 2015 and the Articles of Association, the Companies Act,2013;

To follow the “Code for Independent Directors” as specified under Schedule IV of the Companies Act, 2013.

To promptly inform the Company about changes, if any, in disclosure of interest and declarations furnished by you to the Company.

To apply the highest standards of confidentiality and not disclose to any person or company, any confidential information concerning the Company and any Group Companies with which you come into contact by virtue of your position as a Director, except as permitted by law or with prior clearance from the Chairman.

Fees:  As decided by the Board / Nomination and Remuneration Committee time to time.

General :  The Independent Directors appointment, remuneration, professional conduct, role, functions and duties shall be governed by the Companies Act , 2013 and the Rules made thereunder , as amended from time to time.

Mr. Sujeet Singh

Term of Appointment:  From: 12.09.2024 To 11.09.2029 (Subject to the Approval of the Members at the General Meeting).

Name of Committees:  Nomination and Remuneration Committee and Stakeholder’s Relationship Committee.

Roles And Functions:  To bring an independent judgment to bear on the Board’s deliberations especially on development and execution of a company's marketing campaigns to boost its promotional efforts & strategies, key appointments and standards of conduct including Board best practice, in functioning of the Board and the Committees of the Board.

To moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Duties:  To follow the duties as specified in the applicable laws, the Company’s policies, SEBI (LODR) Regulations, 2015 and the Articles of Association, the Companies Act,2013;

To follow the “Code for Independent Directors” as specified under Schedule IV of the Companies Act, 2013.

To promptly inform the Company about changes, if any, in disclosure of interest and declarations furnished by you to the Company.

To apply the highest standards of confidentiality and not disclose to any person or company, any confidential information concerning the Company and any Group Companies with which you come into contact by virtue of your position as a Director, except as permitted by law or with prior clearance from the Chairman.

Fees:  As decided by the Board / Nomination and Remuneration Committee time to time.

General:  The Independent Directors appointment, remuneration, professional conduct, role, functions and duties shall be governed by the Companies Act, 2013 and the Rules made thereunder, as amended from time to time.

Mr. Sundar Venkataraman

Term of Appointment:  From: 14.11.2024 To 13.11.2029 (Subject to the Approval of the Members at the General Meeting).

Name of Committees:  Audit Committee, Nomination and Remuneration Committee and Stakeholder’s Relationship Committee.

Roles And Functions:  To bring an independent judgment to bear on the Board’s deliberations especially on development and execution of a company's marketing campaigns to boost its promotional efforts & strategies, key appointments and standards of conduct including Board best practice, in functioning of the Board and the Committees of the Board.

To moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Duties:  To follow the duties as specified in the applicable laws, the Company’s policies, SEBI (LODR) Regulations, 2015 and the Articles of Association, the Companies Act,2013;

To follow the “Code for Independent Directors” as specified under Schedule IV of the Companies Act, 2013.

To promptly inform the Company about changes, if any, in disclosure of interest and declarations furnished by you to the Company.

To apply the highest standards of confidentiality and not disclose to any person or company, any confidential information concerning the Company and any Group Companies with which you come into contact by virtue of your position as a Director, except as permitted by law or with prior clearance from the Chairman.

Fees:  As decided by the Board / Nomination and Remuneration Committee time to time.

General:  The Independent Directors appointment, remuneration, professional conduct, role, functions and duties shall be governed by the Companies Act, 2013 and the Rules made thereunder, as amended from time to time.

Hairshchandra B. Naukudkar

Terms of Employment:  In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder as amended from time to time, Appointed as a Chief Executive Officer (CEO) of the Company with effect from July 07, 2024.

Time Commitment:  As a Chief Executive Officer (CEO) of the Company, you are expected to bring objectivity of view to the Board's discussion and to help provide the Board with effective leardership in relation to the Company's strategy, performance, operations, and management as well as ensuring high standards of probity and governance in business operations of the Company. By accepting this appointment, you confirm that you are able to allocate your full commitment amd time to meet the expectations from your role to the satisfaction of the Board and the Company.

Professional Conduct:  As a Chief Executive Officer (CEO), in addition to the Company policies and other code of conduct as may be applicable to you, you shall adhere to the following:

uphold ethical standards of integrity and probity;
act objectively and constructively while exercising your duties;
exercise your responsibilities in a bona fide manner in the interest of the Company;
devote sufficient time and attention to your professional obligations for informed and balanced decision-making;
not allow any extraneous considerations that may vitiate your exercise of wisdom and judement in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgement of the Board in its decision-making;
Guide the Company in implementing the best corporate governance practices.

Role, Responsibilities and Duties:  Your role, responsibilities and duties will include entire gamut of the day to day functions and overall business operations of the Company and such other roles and responsibilities as may be assigned to you by the Board of Directors of the Company from time to time. However, in addition to the above, you are also required to act and adhere to the applicable provisions of the Companies Act, 2013, the Rules made there under as amended from time to time and other applicable Company policies.

To moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.