TERMS OF APPOINTMENT

1. Your appointment as an independent director on the Board is for a period of 5 (five) consecutive years and you will not be liable to retire by rotation, unless terminated earlier in accordance with the provisions of this letter and the applicable laws.
2. You may be required to serve on various committees of the Board. You shall be provided with the relevant terms of reference on your appointment to such committees and will be required to act in accordance with such terms of reference.
3. You are entitled to resign from your office in compliance with the requirements and the procedure prescribed under the Companies Act, 2013 (the "Act') and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations"). The Company may remove you from your office in compliance with the requirements and the procedure prescribed under the Act, the Listing Regulations and other applicable laws. Your office will stand vacated on occurrence of any of the trigger events set out in Section 167 of the Act.

TIME COMMITMENT

1. You will be expected to devote such time as will be necessary for the proper performance of your duties as an independent director on the Board. You shall also be expected to make yourself available for all emergency and regular Board Meetings and of the committees thereof and general meetings of the Company.
2. By accepting this appointment, you undertake that, taking into account all other commitments that you may have, you are in a position to allocate sufficient time to meet the expectations of your role.

EXPECTATIONS FROM THE BOARD

1. The Board expects you to:

   • Familiarize yourself with the (a) organisation structure; and (b) nature of business, activities and operations of the Company;
   • Observe and comply with applicable laws, the Articles of Association of the Company and the rules, regulations and policies of the Company, in relation to your directorship and the business of the Company;
   • Perform your duties and responsibilities and exercise your powers, honestly, faithfully, efficiently, diligently and with reasonable care;
   • Inform the Company, upon accepting additional commitments that might affect the time you are able to devote to your role as an independent director of the Company, including the number of public companies in which you serve as an independent director at any point of time.

CRITERIA OF INDEPENDENCE

1. You shall at the first meeting of the Board in which you participate as an independent director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in circumstances which may affect your status as an independent director, submit a declaration to the Board that you meet the criteria of independence specified under Section 149(6) of the Act.

2. You shall disclose any direct or indirect interest which you may have in any matter being considered at a Board meeting or committee meeting and shall not vote on any resolution where you have any direct or indirect interest.

3. Unless specifically authorized by the Board, you shall not enter into any legal or other commitment or contract on behalf of the Company.

4. You shall not hold office:

   • as a director (including as an alternate director) in more than twenty companies at the same time;as a director in more than ten public companies at the same time; and
   • as an independent director in more than seven listed companies at the same time.

DUTIES AND FUNCTIONS

1. In your capacity as an independent director of the Company, you will strictly abide by and comply with:

   • the duties of directors as set out under Section 166 of the Act;
   • the duties and responsibilities as set out under the Listing Regulations; and
   • the Code for Independent Directors under Schedule IV of the Act.

2. The aforementioned duties, guidelines for professional conduct and the Code for Independent Directors shall be deemed to be incorporated into this letter of appointment.

3. Subject to your duties as an independent director, you shall not:

   • engage in any acts or deeds that would be detrimental to the interests of the Company or any of its affiliates;
   • furnish information or disparage the business of the Company, its affiliates or management.

PERFORMANCE EVALUATION AND TRAINING

1. Your performance evaluation will be conducted by the entire Board, excluding you, on an annual basis and based on the parameters and guidelines prescribed by the Nomination and Remuneration Committee of the Company.

LIABILITIES

1. For any breach by you of the duties, you will be subject to the penal consequences as set out under the Act and other applicable laws including SEBI regulations.
2. In relation to the Company, you would be liable for such acts of omission or commission by the Company which had occurred with your knowledge, attributable through Board processes, and with your consent or connivance or where you had not acted diligently.

REMUNERATION

1. As an independent director, during the term, you will be entitled to sitting fees for attending the Board and committee meetings and reimbursement of expenses for participation in such meetings.
2. The remuneration shall be subject to applicable laws and the Company may withhold amounts required to be withheld pursuant to applicable law.

DIRECTORS AND OFFICERS (D&O) INSURANCE

1. You, as a director of the Company, are covered by an appropriate directors and officers’ insurance policy.

CONFIDENTIALITY

1. You accept and acknowledge that the business interests of the Company require confidential relationship between you and the Company and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information and/or promotional techniques and methods.
2. You hereby agree that you shall not disclose confidential information during your tenure or after cessation of your appointment.

COMPANY RECORDS AND OTHER PROPERTY

1. You shall, on request or at any time and from time to time, immediately deliver to the Company all confidential information and all documents which may be in your possession or control and which relate in any way to the business and affairs of the Company.

TERMINATION

1. Your appointment as an independent director of the Company shall be terminated with immediate effect in the event:

   • of breach of any of your duties, functions and responsibilities;
   • compromise of your independence vis-à-vis the Company;
   • violation of the Code for Independent Directors under Schedule IV of the Act.

2. You may resign from your office by giving one month prior written notice to the Company.

3. If you become prohibited by law or under the Articles of Association from being an independent director of the Company, then the Company may terminate your appointment immediately.

TIME COMMITMENT

2(a) You will be expected to devote sufficient time to fulfill the role and responsibilities as an independent director on the Board. You shall also be expected to make yourself available for all meetings and regular briefings and/or discussions of the Board and your participation in the Company.

2(b) In discharging the appointment, you undertake that, taking into account all other commitments that you may have, you are in a position to allocate sufficient time to meet the expectations of your role.

EXPECTATIONS OF THE BOARD

3(a) The Board expects you to:

(i) Familiarize yourself with the Company’s business and activities.

(ii) Review and monitor the strategy, business plans, risk management and governance framework.

(iii) Participate constructively and actively in the Board and committee meetings.

(iv) Exercise independent judgment and objectivity.

(v) Uphold ethical standards of integrity and probity.

(vi) Bring an independent judgment to bear on Board deliberations.

(vii) Safeguard the interests of all stakeholders, particularly minority shareholders.

(viii) Report concerns about unethical behavior, fraud or suspected fraud or violation of the Company’s code of conduct.

(ix) Ensure that the Company has an effective vigil mechanism/whistle blower policy.

CRITERIA OF INDEPENDENCE

4(a) You shall at all times continue to satisfy the criteria for independence as prescribed under the provisions of the Act and the Listing Regulations.

4(b) You shall submit a declaration of independence at the first meeting of the Board in every financial year or whenever there is any change in circumstances affecting your status as an independent director.

4(c) You shall promptly disclose any changes that may affect your status as an independent director.

DUTIES AND FUNCTIONS

5(a) Your obligations as an independent director of the Company are in addition to your fiduciary duties and responsibilities under applicable laws.

5(b) The duties of independent directors include:

(i) Upholding ethical standards of integrity and probity.

(ii) Acting objectively and constructively.

(iii) Exercising responsibilities in a bona fide manner.

(iv) Devoting sufficient time and attention to professional obligations.

(v) Assisting the Company in implementing best corporate governance practices.

(vi) Safeguarding the interests of all stakeholders.

(vii) Balancing the conflicting interests of stakeholders.

(viii) Determining appropriate levels of remuneration of executive directors and key managerial personnel.

(ix) Moderating and arbitrating in the interest of the Company as a whole.