Thomas Cook India : Notice of 46th Annual General Meeting

Notice

NOTICE is hereby given that the FORTY SIXTH ANNUAL GENERAL MEETING ("AGM") of the Members of THOMAS COOK (INDIA) LIMITED will be held through Video Conferencing (VC) / Other Audio-VisualMeans (OAVM) on Wednesday, August 23, 2023 at 03:30 p.m. (IST) to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Standalone Audited
   Financial Statements for the financial year ended March 31,
   2023 together with the Reports of the Board of Directors and the Auditors thereon and the Consolidated Audited Financial
   Statements for the financial year ended March 31, 2023 together with the Report of the Auditors thereon.
2. To re-appoint Mr. Chandran Ratnaswami (DIN: 00109215), who retires by rotation and being eligible, offers himself for re-appointment.
3. To declare dividend on Equity Shares for the financial year ended March 31, 2023.

SPECIAL BUSINESS:

1. To approve continuation of Directorship of Mr. Chandran Ratnaswami (DIN: 00109215), as a Non Executive Director of the Company beyond Seventy-Five (75) years of age.
   In this regard, to consider and if thought fit, to pass, the following Resolution as a Special Resolution:
   "RESOLVED THAT, pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Regulation'') and the applicable provisions, if any, of the Companies Act, 2013 read with applicable rules made there under, (including any statutory amendment(s) or modification(s) thereto or substitution(s) or re-enactment(s) made thereof for the time being in force) and subject to such other Laws, Rules, Regulations etc. as may be applicable in this regard, and pursuant to the recommendation of the Nomination and Remuneration Committee ("NRC") at its meeting held on May 15, 2023 and approval of the Board of Directors vide its resolution dated May 18, 2023, consent of the members be and is hereby accorded for continuation of directorship of Mr. Chandran Ratnaswami (DIN: 00109215), as a Non Executive Director (NED) of the Company beyond Seventy-Five (75) years of age, liable to retire by rotation;
   RESOLVED FURTHER THAT, for the purpose of giving effect to this resolution, the Board may do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage, without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."
2. To consider and approve re-designation and appointment of Mr. Madhavan Menon (DIN: 00008542) as an Executive Chairman, in the category of a Whole Time Director, with the title as the "Chairman" of the Company for a fresh term of five (5) years commencing from July 5, 2023 to July 4, 2028 and fixation of remuneration and minimum remuneration

for a period of three (3) years commencing from July 5, 2023 to July 4, 2026 and continuation of directorship of Mr. Madhavan Menon as a Whole Time Director of the Company beyond Seventy (70) years of age.

In this regard, to consider and if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT, in supersession of the resolutions passed and agreements entered into earlier thereto, pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any of the Companies Act, 2013 ("Act"), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory amendment(s) or modification(s) thereto or substitution(s) or re-enactment(s) made thereof for the time being in force), and pursuant to the approval and recommendation of the Nomination and Remuneration Committee, Audit Committee & the Board of Directors vide their resolutions dated July 5, 2023, consent of the Members be and is hereby accorded for the re-designation and appointment of Mr. Madhavan Menon (DIN: 00008542) as the "Executive Chairman" of the Company, as also for the continuation of office beyond the age of Seventy (70) years, as an Executive Chairman, in the category of a Whole Time Director, not liable to retire by rotation, for a fresh term of five

1. years, commencing from July 5, 2023 to July 4, 2028 from his earlier designation as the "Chairman and the Managing Director" of the Company and, for the payment of remuneration and the same amount as minimum remuneration in the event of no profits / inadequacy of profits to Mr. Menon for a period of three (3) years commencing from July 5, 2023 to July 4, 2026, on such terms and conditions herein below mentioned and as may be set-out in the draft service agreement to be entered into in this regard, with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and / or remuneration and / or agreement, or any amendments thereto as may be mutually agreed to between the Board and Mr. Madhavan Menon, subject to the approval of the Members of the Company and subject to such other approvals of applicable authority(ies), if any, under the applicable law for such appointment / alteration(s) / variation(s) / amendment(s):

Remuneration:

1. Base / Basic Salary: Rs. 11,62,590 (Rupees Eleven Lakh Sixty-Two Thousand Five Hundred Ninety Only) per month, which shall however be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board may determine and approve, from time to time.
2. Supplementary Allowance: Rs. 11,62,590 (Rupees Eleven Lakh Sixty-Two Thousand Five Hundred Ninety Only) per month, which shall however be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time.

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1. Performance Bonus: Bonus will be as per the Nomination and Remuneration Committee and / or the Board may in its absolute discretion determine and approve, linked to Mr. Menon's performance as Executive Chairman of the Company.
2. Perquisites: In addition to Salary, Supplementary Allowance and Performance Bonus, Mr. Menon shall be entitled to the following perquisites as per the rules of the Company, which will be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time:
3. 1. Housing: House Rent Allowance (H.R.A) of Rs. 32,46,000/- (Rupees Thirty-Two Lakh Forty-Six Thousand Only) per annum or Company provided/ leased accommodation. In case of Company provided / leased accommodation, the Company shall bear all rental costs, security deposit and local taxes, subject to such rentals, notional interest cost on the security deposit and taxes aggregating to Rs. 32,46,000/- (Rupees Thirty-Two Lakh Forty- Six Thousand Only) per annum. The provision of residential accommodation by the Company to Mr. Menon is however conditional upon his continuing in employment with the Company as Whole Time Director and the use and occupation of the same by Mr. Menon shall cease immediately upon his ceasing to be in the employment of the Company as Whole Time Director for any reason whatsoever. Further, it will be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time.
   2. Car / Conveyance Allowance: Mr. Menon and his family shall be entitled to car / conveyance allowance of Rs. 43,50,000/- (Rupees Forty-Three Lakh Fifty Thousand Only) per annum or the use of a suitable air-conditioned car and all expenses for the maintenance, running and upkeep of such car, subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time. The Company shall bear all maintenance / insurance / other costs which will be a reimbursement of actual expenses incurred towards the use of the vehicle.
   3. Telephone: Mr. Menon shall be entitled to the use of Mobile Telephone Allowance (Company owned telephone line) of Rs. 2,40,000/- (Rupees Two Lakhs Forty Thousand Only) per annum at his residence, fax machine, mobile phone, the rent, call charges (including payments for local calls and long-distance official calls) and all other outgoings
      (excluding personal long distance calls) in respect thereof being paid by the Company.
   4. Club Fees: Reimbursement of Annual Subscription of club fees of Rs. 70,000/- (Rupees Seventy Thousand Only) per annum or such higher amount as per the Company policy.
   5. Medical Hospitalization Insurance: Premium of Rs. 1,00,000 (Rupees One Lakh Only) together for a suitable medical insurance policy, covering hospitalization of Mr. Menon and his family.

2		Thomas Cook (India) Limited

1. Personal Accident and Term Life Insurance for Mr. Menon only whilst Mr. Menon is in employment of the Company.
2. Health Check Up: The Company shall bear the cost of an Annual Comprehensive Health checkup for Mr. Menon only.
3. Any other benefit / perquisite as may be determined by the Nomination and Remuneration Committee and / or the Board of Directors at its discretion from time to time.
4. Retirement Benefits: Company's contribution to
   Provident Fund as per the Employees Provident Funds and Miscellaneous Provisions Act, 1952 as per Company's policy, and Superannuation as per Company's policy, and Gratuity payable as per the rules of the Company for the time being in force.
   The value of such benefits shall not be included in the computation of the ceiling on the remuneration or perquisites aforesaid, to the extent these are not taxable under the Income-Tax Act, 1961.
5. The expression "family" used in the Agreement, shall mean Mr. Menon's spouse and dependent children as determined by the Company from time to time.
6. Income-Tax,if any, on or in respect of the entire remuneration payable to Mr. Menon shall be borne and paid by him.
7. Annual Leave: Mr. Menon will be entitled to Annual Leave of 30 days, inclusive of Casual Leave and Sick Leave. Administration of this Leave will be in accordance with the Rules and Regulations of the Company for the time being in force.
8. All the aforementioned remuneration components payable to Mr. Menon shall be subject to such revision or adjustments as per the extant Income Tax law, Rules and Regulations.

Other terms (in brief):

1. Notwithstanding anything herein contained, it is expressly agreed and understood that:

1. The total remuneration and perquisites payable by the Company to Mr. Menon, including salary, other allowance, performance bonus and perquisites as aforesaid shall be subject to, the overall ceiling on managerial remuneration prescribed in the Act, unless otherwise approved by the Shareholders. The audited accounts of the Company shall be final and conclusive evidence with regard to the determination of the Company's net profits computed in the manner prescribed under the Act.
2. Where, in any financial year during the tenure of Mr.
   Menon's employment as a Whole Time Director with the
   Company, the Company has no profits or its profits are inadequate, the aforesaid remuneration (consisting of all his fixed and variable pay but not stock options) payable by the Company to Mr. Menon shall be paid as "minimum remuneration", subject to approval by the Members of the Company.
3. the Board of Directors may increase, augment and / or enhance or vary the remuneration agreed to be paid from time to time to Mr. Menon subject to and in accordance with the applicable provisions of the Act and

1. / or approval issued, if so required, by other appropriate authority in that behalf as in force and as amended from time to time.

2. Notwithstanding anything to the contrary herein contained:
3. 1. the Company shall be entitled to terminate this Agreement at any time by giving Mr. Menon not less than 12 (twelve) months notice in writing in that regard, without assigning any reason thereto, or upon payment to Mr. Menon of the gross salary payable to him for a period of 12 (twelve) months in lieu of such notice. Computation of gross salary will include all components of Mr. Menon's remuneration package including perquisites but shall not include stock options and any form of variable pay like bonus / commission.
   2. Mr. Menon shall be entitled to terminate this Agreement at any time by giving to the Company not less than 12 (twelve) months notice in writing in that regard, without assigning any reason to the Company.
4. The Company may, if it considers necessary for the protection of its business interests, trade secrets and confidential information, require of Mr. Menon that he shall not, for a period of 12 (twelve) months from the termination of his Agreement, either directly or indirectly, and whether alone or in conjunction with or on behalf of any other person, and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise, and whether for or without remuneration, be in any manner engaged, concerned or interested in or have any business dealings with any other person, organization or a company carrying on or engaged in business which is the same as or similar to the business in which the Company is engaged in. Mr. Menon hereby agrees and undertakes to comply strictly with the Company's aforesaid requirement and in consideration of him doing so, the Company shall pay to Mr. Menon during the said period, compensation equal to his last drawn salary every month for a period of 12 (twelve) months.
   The aforesaid "Post Separation" restrictive period of 12 (twelve) months may run separately with the notice period at the sole discretion of the Management.
   The words "Last drawn salary" for the purposes of this clause and appearing anywhere else in this document, will include all components of his remuneration package including perquisites but shall not include stock options and any form of variable pay like bonus / commission.
5. Change in the ownership / effective control of the
   Management:
   In the event of a change in the ownership / effective control of the Management of the Company taking place during the continuance of the Agreement, the Company shall be entitled to terminate the Agreement by notice in writing to Mr. Menon. If such termination takes place within 12 (twelve) months from the date of such change in the ownership / effective control, but prior to the expiry of the Agreement, the Company shall pay to Mr. Menon as compensation for loss of office of
   Whole Time Director in one single payment of the amount of compensation equal to his last drawn salary for a period of 12 (twelve) months, or such other period as may be agreed to between the new management and Mr. Menon, whichever is higher, as may be payable pursuant to the provisions of the Companies Act, 2013, exclusive of performance bonus.

No such payment shall however be made to Mr. Menon in the event of the commencement of the winding up of the Company, whether before, or at any time within 12 (twelve) months after, the date on which he ceased to hold office, if the assets of the Company on the winding up, after deducting the expenses thereof, are not sufficient to repay to the shareholders of the Company, the Share Capital (including the premiums, if any) contributed by them.

For the purpose of this Clause, the term "change in effective control" of the Management of the Company shall mean the reduction of the shareholding of Fairbridge Capital (Mauritius) Limited and / or its associates to 50% or less of the Issued, Subscribed and Paid-up Share Capital of the Company for the time being.

RESOLVED FURTHER THAT, the Board of the Company be and is hereby authorised to sign and execute such agreements, papers, letters, documents, etc. and to take such steps as may be necessary for obtaining necessary approvals, if any, and to settle all matters arising out of and incidental thereto and to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient to give effect to this resolution."

6. To consider and approve re-designation and appointment of Mr. Mahesh Iyer as Managing Director and Chief Executive

Officer of the Company for a fresh term of five (5) years commencing from July 5, 2023 to July 4, 2028 and fixation of remuneration and minimum remuneration for a period of three (3) years commencing from July 5, 2023 to July 4, 2026.

In this regard, to consider and if thought fit, to pass, the following Resolution as a Special Resolution:

"RESOLVED THAT, in supersession of the resolutions passed and agreements entered into earlier thereto, pursuant to the provisions of Sections 2(51), 196, 197, 203 read with Schedule V and other applicable provisions, if any of the Companies Act, 2013 ("Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory amendment(s) or modification(s) thereto or substitution(s) or re-enactment(s) made thereof for the time being in force), and pursuant to the approval and recommendation of the Nomination and Remuneration Committee, Audit Committee & the Board of Directors vide their resolutions dated July 5, 2023, consent of the Members be and is hereby accorded for the re-designation and appointment of Mr. Mahesh Iyer (DIN:07560302) as the "Managing Director and Chief Executive Officer" of the Company, liable to retire by rotation, for a fresh term of five (5) years, commencing from July 5, 2023 to July 4,

2028 from his earlier designation as the "Executive Director and Chief Executive Officer" of the Company and, for the payment of remuneration and the same amount as minimum remuneration in the event of no profits / inadequacy of profits to Mr. Iyer for a period of three (3) years commencing from July 5, 2023 to July 4, 2026, on such terms and conditions herein below mentioned and as may be set-out in the draft service agreement to be entered into in this regard, with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and / or remuneration and / or agreement, or any amendments thereto as may be mutually agreed to between the Board and Mr. Mahesh Iyer,

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subject to the approval of the members of the Company and subject to such other approvals of applicable authority(ies), if any, under the applicable law to such appointment / alteration(s) / variation(s) / amendment(s):

Remuneration:

1. Base / Basic Salary: Rs. 6,25,000/- (Rupees Six Lakh Twenty-Five Thousand Only) per month, which shall however be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board may determine and approve, from time to time.
2. Supplementary Allowance: Rs. 6,41,704/- (Rupees Six Lakh Forty-One Thousand Seven Hundred Four Only) per month, which shall however be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time.
3. Performance Bonus: Bonus will be as per the Nomination and Remuneration Committee and / or the Board may in its absolute discretion determine and approve, linked to Mr. Iyer's performance as Managing Director and Chief
   Executive Officer.
4. Perquisites: In addition to Salary, Supplementary Allowance and Performance Bonus, Mr. Iyer shall be entitled to the following perquisites as per the rules of the Company, which will be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time:
5. 1. Housing: House Rent Allowance (H.R.A) of Rs. 37,50,000/- (Rupees Thirty-Seven Lakh Fifty Thousand Only) per annum or Company provided/ leased accommodation. In case of Company provided / leased accommodation, the Company shall bear all rental costs, security deposit and local taxes, subject to such rentals, notional interest cost on the security deposit and taxes aggregating to Rs. 37,50,000/- (Rupees Thirty- Seven Lakh Fifty Thousand Only) per annum. The provision of residential accommodation by the Company to Mr. Iyer is however conditional upon his continuing in employment with the Company as Managing Director and Chief Executive Officer and the use and occupation of the same by Mr. Iyer shall cease immediately upon his ceasing to be in the employment of the Company as Managing
      Director and Chief Executive Officer for any reason whatsoever. Further, it will be subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time."
   2. Car / Conveyance Allowance: Mr. Iyer and his family shall be entitled to car / conveyance allowance of Rs. 25,20,000/- (Rupees Twenty-Five Lakh Twenty Thousand Only) per annum or the use of a suitable air-conditioned car and all expenses for the maintenance, running and upkeep of such car, subject to such annual increments as the Nomination and Remuneration Committee and / or the Board of Directors may determine and approve, from time to time. The Company shall bear all maintenance / insurance / other costs which will be a reimbursement of actual expenses incurred towards the use of the vehicle.

4		Thomas Cook (India) Limited

1. Leave Travel Allowance: Mr. Iyer shall be entitled to Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand only) per annum, as per Company policy.
2. Telephone: Mr. Iyer shall be entitled to the Mobile Telephone Allowance not exceeding Rs. 2,40,000/- (Rupees Two Lakh Forty Thousand only) per annum.
3. Meal Allowance: Mr. Iyer shall be entitled to Rs. 26,400/- (Rupees Twenty Six Thousand Four Hundred only) per annum, as per Company policy.
4. Child Education Allowance: Mr. Iyer shall be entitled to Rs. 2,400/- (Rupees Twenty Four Hundred only) per annum, as per Company policy.
5. Medical Hospitalization Insurance: a suitable medical insurance policy, covering hospitalization of Mr. Iyer and his family, whilst Mr. Iyer is in the employment of the Company.
6. Personal Accident and Term Life Insurance: a suitable insurance plan for Mr. Iyer.
7. Health Check Up: The Company shall bear the cost of an Annual Comprehensive Health checkup for Mr. Iyer.
8. Any other benefit / perquisite as may be determined by the Nomination and Remuneration Committee and / or the Board of Directors at its discretion from time to time.
9. Retirement Benefits: Company's contribution to
   Provident Fund as per the Employees Provident Funds and Miscellaneous Provisions Act, 1952 as per Company's policy, and Superannuation as per Company's policy, and Gratuity payable as per the rules of the Company for the time being in force.
   The value of such benefits shall not be included in the computation of the ceiling on the remuneration or perquisites aforesaid, to the extent these are not taxable under the Income-Tax Act, 1961.
10. The expression "family" used in the Agreement, shall mean Mr. Iyer's spouse and dependent children as determined by the Company from time to time.
11. Income-Tax,if any, on or in respect of the entire remuneration payable to Mr. Iyer shall be borne and paid by him.
12. Annual Leave: Mr. Iyer will be entitled to Annual Leave of 30 days, inclusive of Casual Leave and Sick Leave. Administration of this Leave will be in accordance with the Rules and Regulations of the Company for the time being in force.
13. All the aforementioned remuneration components payable to Mr. Iyer shall be subject to such revision or adjustments as per the extant Income Tax law, Rules and Regulations.

Other terms (in brief):

1. Notwithstanding anything herein contained, it is expressly agreed and understood that:

1. the total remuneration and perquisites payable by the Company to Mr. Iyer, including salary, supplementary allowance, performance bonus and perquisites as aforesaid shall be subject to, the overall ceiling on

managerial remuneration prescribed in the Act, unless otherwise approved by the Central Government. The audited accounts of the Company shall be final and conclusive with regard to the determination of the Company's net profits computed in the manner prescribed under the Act.

1. 1. where in any financial year during the tenure of Mr. Iyer's employment as a Managing Director and Chief Executive
      Officer with the Company, the Company has no profits or its profits are inadequate, the aforesaid remuneration (consisting of all his fixed and variable pay but not stock options) payable by the Company to Mr. Iyer shall be paid as "minimum remuneration", subject to approval by the Members of the Company;
   2. the Board of Directors may increase, augment and / or enhance or vary the remuneration agreed to be paid from time to time to Mr. Iyer subject to and in accordance with the applicable provisions of the Act and / or the Guidelines for Managerial Remuneration, or approval issued, if so required, by the Central Government or other appropriate authority in that behalf as in force and as amended from time to time.
2. Notwithstanding anything to the contrary herein contained:
3. 1. the Company shall be entitled to terminate this Agreement at any time by giving Mr. Iyer not less than 12 (twelve) months notice in writing in that regard, without assigning any reason thereto, or upon payment to Mr. Iyer of the gross salary payable to him for a period of 12 (twelve) months in lieu of such notice. Computation of gross salary will include all components of Mr. Iyer's remuneration package including perquisites but shall not include stock options and any form of variable pay like bonus / commission.
   2. Mr. Iyer shall be entitled to terminate this Agreement at any time by giving to the Company not less than 12 (twelve) months notice in writing in that regard, without assigning any reason to the Company.
4. The Company may, if it considers necessary for the protection of its business interests, trade secrets and confidential information, require of Mr. Iyer that he shall not, for a period of 12 (twelve) months from the termination of his Agreement, either directly or indirectly, and whether alone or in conjunction with or on behalf of any other person, and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise, and whether for or without remuneration, be in any manner engaged, concerned or interested in or have any business dealings with any other person, organization or a company carrying on or engaged in business which is the same as or similar to the business in which the Company is engaged in. Mr. Iyer hereby agrees and undertakes to comply strictly with the Company's aforesaid requirement and in consideration of him doing so, the Company shall pay to Mr. Iyer during the said period, compensation equal to his last drawn salary every month for a period of 12 (twelve) months.
   The aforesaid "Post Separation" restrictive period of 12 (twelve) months may run separately with the notice period at the sole discretion of the Management.

The words "Last drawn salary" for the purposes of this clause and appearing anywhere else in this document, will include all components of his remuneration package including perquisites but shall not include stock options and any form of variable pay like bonus / commission.

4. Change in the ownership / effective control of the

Management:

In the event of a change in the ownership / effective control of the Management of the Company taking place during the continuance of the Agreement, the Company shall be entitled to terminate the Agreement by notice in writing to Mr. Iyer. If such termination takes place within 12 (twelve) months from the date of such change in the ownership / effective control, but prior to the expiry of the Agreement, the Company shall pay to Mr. Iyer as compensation for loss of office of Managing Director and Chief Executive Officer in one single payment of the amount of compensation equal to his last drawn salary for a period of 12 (twelve) months, or such other period as may be agreed to between the new management and Mr. Iyer, whichever is higher, as may be payable pursuant to the provisions of the Companies Act, 2013, exclusive of performance bonus.

No such payment shall however be made to Mr. Iyer in the event of the commencement of the winding up of the Company, whether before, or at any time within 12 (twelve) months after, the date on which he ceased to hold office, if the assets of the Company on the winding up, after deducting the expenses thereof, are not sufficient to repay to the shareholders of the Company, the Share Capital (including the premiums, if any) contributed by them.

For the purpose of this Clause, the term "change in effective control" of the Management of the Company shall mean the reduction of the shareholding of Fairbridge Capital (Mauritius) Limited and / or its associates to 50% or less of the Issued, Subscribed and Paid-up Share Capital of the Company for the time being.

RESOLVED FURTHER THAT, the Board of the Company be and is hereby authorised to sign and execute such agreements, papers, letters, documents, etc. and to take such steps as may be necessary for obtaining necessary approvals, if any, and to settle all matters arising out of and incidental thereto and to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient to give effect to this resolution."

7. To consider and approve payment of commission to Non Executive Directors (NEDs) of the Company for the Financial

Year 2022-23.

In this regard, to consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT, pursuant to the provisions of Sections 149, 197, 198, and other applicable provisions, if any of the Companies Act, 2013 read with Schedule V and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules") and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 (including any statutory amendment(s) or modification(s) thereto or substitution(s) or re-enactment(s) made thereof for the time being in force), and in terms of the recommendation

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