Independent Directors

The following Directors have been appointed as Independent Directors with effect from 15.12.2024:

• Sri Dr P V Appaji
• Dr Kathyayani G

Terms and Conditions of Appointment

A. Preliminary

The appointment is subject to the following:

• During their tenure as an Independent Director, they have to submit a declaration at the beginning of every Financial Year under Section 149 (7) of the Companies Act, 2013 (“Act”) stating that he meets the criteria of Independence.
• So long as they are Independent Directors of the Company, the number of companies in which they hold office as a Director or a chairman or committee member shall not exceed the limit stipulated under the Act.
• So long as they are an Independent Directors of the Company, they will ensure that they do not get disqualified to act as Directors pursuant to the provisions of Section 164 of the Act.
• They shall ensure compliance with other provisions of the Act as applicable to them as an Independent Director.

B. Term

Their appointment is for a term of 5 consecutive years commencing from 15th December, 2024.

C. Committees

They have been appointed as Members/Chairman on the following Committees of the Board (As applicable to the respective Director):

• Audit Committee
• Nomination and Remuneration Committee
• CSR Committee

D. Code of Conduct and Duties and Responsibilities

• They will abide by the guidelines of professional conduct, role, function and duties as an Independent Directors provided in Schedule IV of the Companies Act, 2013.
• They will not hold office as a Director or any other office in a competing firm/entity.
• They are expected to stay updated on how best to discharge their roles, responsibilities, and duties and liabilities, as Independent Directors of the Company under applicable law, including keeping abreast of current changes and trends in economic, political, social, financial, legal and corporate governance practices.
• They are expected to:
  1. Take decisions objectively and solely in the interests of the Company;
  2. Facilitate Company’s adherence to high standards of ethics and corporate behavior;
  3. Guide the Board in monitoring the effectiveness of the Company’s Governance practices and to recommend changes, required if any;
  4. Guide the Board in monitoring and managing potential conflicts of interest of Management, Board Members and Stakeholders, including misuse of corporate assets and abuse in related party transactions;
  5. Guide the Board in ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

E. Performance Evaluation

Their reappointment or extension of term and their remuneration will be recommended by the Nomination and Remuneration Committee of the Board, pursuant to a performance evaluation carried out by the Board.

F. Remuneration

• Sitting fees for attending each meeting of the Board and its Committees as may be determined by the Board from time to time, and
• They are entitled to reimbursement of expenses incurred in connection with attending the Board meetings, Board Committee meetings, general meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses. Pursuant to applicable law, they will not be entitled to any stock options, if applicable.

G. Miscellaneous

• They will have access to confidential information, whether or not the information is marked or designated as “Confidential” or “Proprietary”, relating to the Company and its business including legal, financial, technical, commercial, marketing and business related records, data, documents, reports, etc., client information, intellectual property rights (including trade secrets). They shall use reasonable efforts to keep confidential and to not disclose to any third party, such Confidential Information.

If any Confidential Information is required to be disclosed by them in response to any summons or in connection with any litigation, or in order to comply with any applicable law, order, regulation or ruling, then any such disclosure should be, to the extent possible, with the prior consent of the Board.