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February 11, 2011

Mr. G Suresh
Arappallam & Post
Sirkazhi Taluk
Nagappatnam
Tamil Nadu

Dear Suresh,

Congratulations ! We are pleased to appoint you as Smartclass Coordinator in Band - 5, in our Company i.e.
Educomp Solutions Ltd. You shall be governed by the rules, regulations and other company policy including
without limitation the Educomp Employees Handbook as applicable, enforced, amended or altered from time to
time during the course of your employment (the “Company Policy”). The terms and conditions of your
appointment are as follows:

1. APPOINTMENT AND REPORTING :-

1.1. You are required to join on or before February 14, 2011. The terms and conditions of appointment shall
be effective from your date of joining.

1.2. You will report to Mr. Vidhya Rajan R. Your reporting is subject to change at the sole discretion of the
Company.

2. EMOLUMENTS AND TAXES :-

2.1. Your remuneration will be as per the details provided in Annexure `A' annexed hereto.

2.2. The Company will deduct taxes and other statutory dues as may be applicable from time to time from
the remuneration payable to you. You will be personally responsible for your tax liabilities and other
dues. The Company shall also be entitled to deduct any other sums as may be recoverable from you
from time to time.

3. INITIAL POSTING, PROBATION AND TRANSFER :-

3.1. Your initial place of posting shall be at Cuddalore, Tamil Nadu.

3.2. On joining the company you would be on probation for three months. During this period, your
employment could be terminated on a 15 days notice basis. You would also be allowed to resign from
the services of the Company by similarly giving a 15 days notice in writing. After satisfactory
completion of probationary period, your services shall deemed to be confirmed, unless the contrary to
the same is communicated to you in writing.

3.3. During the period of your employment with the Company, the Company may at any time, in its sole
discretion, transfer or depute you to any other department of the Company or to any other subsidiary
or affiliate of the company or to any other location of the company. In such event the terms and
conditions governing your service shall be those applicable at the location of transfer or those as
applicable to employees of such subsidiary or affiliate as the case may be.

1
Educomp Solutions Limited
514, Udyog Vihar, Phase – III, Gurgaon – 122001, Haryana (India). Tel. : +91 – 124-4529000 Fax : +91-124-4529039
Registered Office : 1211, Padma Tower-I, 5 Rajendra Place, New Delhi – 110008. INDIA
Telephone : 25755920, 25753258, 25766484, Facsimile : 91-11-25766775
Website : www.educomp.com
Bangalore, Chennai, Hyderabad, Mumbai
I S O 9 0 0 1 : 2 0 0 0 C e r t i f i e d
Save Paper

4. CONFIDENTIALITY OBLIGATIONS :-
4.1. In the course of your assignment with us, and by virtue of the position held by you, you may acquire
information, technical or otherwise, including any computer software, which is confidential or
proprietary to the Company or it’s subsidiaries or affiliates, it’s customers, subcontractors or any other
person or company having any kind of association or relationship with the Company and/or it’s
affiliates or subsidiaries (together “Confidential Information”). You shall at all times during your
employment with the Company keep and maintain strict confidentiality of such Confidential
Information and data that may come to your possession or knowledge by virtue of this engagement,
use such information only as may be required in the normal course of your work and shall not disclose
or divulge any such information or data, without prior written consent of an authorized officer of the
Company. You shall at all times, whether during or after the termination of your employment, act with
utmost fidelity and shall not disclose or divulge any such information to third parties or make use of
such information for your own benefit or otherwise howsoever. You will not reproduce, store in a
retrieval system or transmit in any form or by any means - electronic, mechanical, photocopying,
recording, scanning or otherwise - any copyrighted material or other Confidential Information, for
your own benefit or for the benefit of any third party, either during the term of your employment or
thereafter. Upon expiry or termination of your employment with the Company, you will return and
surrender to the Company, all such Confidential Information including without limitation, data,
information, files, books, magazines, reports, documents, manuals, audio and video tapes, floppies and
discs and any other knowledge databases that came to you or were entrusted to you in the course of
your employment and shall not retain any copy thereof in any form whatsoever. You may be required
to execute such other or further agreements as the Company or its affiliates or customers may require
in this regard, from time to time. Provisions of this paragraph will continue to be valid and binding on
you notwithstanding cessation of your employment with the Company.

4.2. You shall not disclose to any public papers, journals, pamphlets or leaflets, or cause to be disclosed at
any time, any information or documents, official or otherwise relating to the Company or it’s
subsidiaries or affiliates, customers, sub-contractors or any other person or company having any kind
of association or relationship with the Company and/or its subsidiaries or affiliates, except with prior
written approval of the Company.

5. PROTECTION OF BUSINESS INTERESTS OF THE COMPANY :-

5.1. In order to protect the business and interest of the Company, you shall covenant, promise and
undertake that you shall not at anytime during your employment with the Company and for a period
of two years after cessation of your employment, engage, directly or indirectly, whether as owner,
promoter, director, shareholder, consultant, retainer, advisor, employee or in any other manner, in any
business, conduct or action:
a. that is similar to or competing with the business carried out by the Company and or its
subsidiaries, affiliates or group companies; or
b. that involves solicitation or acceptance, either on your own account or as agent of any other
person, of the custom of any person in respect of the business of the Company; or
c. that involves inducing, soliciting or endeavoring to encourage only person who is an employee
of the Company to leave the services or employment of the Company; or
d. that uses any trade mark, name or nomenclature used by the Company at any time or any other
name that is intended or like to cause confusion with any name used by the Company; or
e. that involves the unauthorized use, disclosure or exploitation of any proprietary or confidential
information or data of the Company.

2
Educomp Solutions Limited
514, Udyog Vihar, Phase – III, Gurgaon – 122001, Haryana (India). Tel. : +91 – 124-4529000 Fax : +91-124-4529039
Registered Office : 1211, Padma Tower-I, 5 Rajendra Place, New Delhi – 110008. INDIA
Telephone : 25755920, 25753258, 25766484, Facsimile : 91-11-25766775
Website : www.educomp.com
Bangalore, Chennai, Hyderabad, Mumbai
I S O 9 0 0 1 : 2 0 0 0 C e r t i f i e d
Save Paper

5.2. You shall never engage in or encourage any disparaging or slanderous acts, comments or remarks
against the Company which may result in the erosion of the business interest or the loss of reputation
and image of the Company and or its business and affairs.

5.3. During the term of your employment you shall not, directly or indirectly, engage in, associate with or
have any concern with any competitor of the Company and or undertake any activities which are
detrimental to the interests of the Company or could result in any gain, benefit or business advantage
to any of the competitors of the Company. Further for a period of two years following cessation of your
employment with the Company, you shall not undertake any employment or be associated with any
competitor of he Company in any capacity whatsoever.

5.4. By conveying your acceptance to the terms and conditions detailed in this appointment letter, you
agree and acknowledge that the provisions of Clause 5.1, 5.2, and 5.3 are reasonable and agreed upon
by you for the purpose the protecting the business and goodwill of the Company and that accordingly,
these benefits hereof may be assigned by the Company to its successor in title or interest without your
consent whatsoever. You also confirm that the payment by the Company of the compensation Amount
to you constitutes sufficient consideration for you to agree to such conditions of employment.

6. NON – SOLICITATION :-
6.1. On voluntary / involuntary termination of employment with the company, for a period of two years
from the date of termination, you shall not solicit any of the employees/consultants/ representatives of
Educomp Solutions group of companies directly or indirectly to work elsewhere. In the event of
violation of this clause, you would pay Educomp Solutions an amount equal to 6 months gross
compensation of the affected employee(s) or any loss suffered by Educomp Solutions or any of its
group companies, whichever is higher.

7. RIGHTS AND REMEDIES OF THE COMPANY :-

7.1. By accepting the employment with the Company you agree and acknowledge that, any breach by you
of the provisions of Clause 4, 5, 6, or 10.2 of this letter would result in irreparable injury to the
Company for which the Company shall be entitled to claim and recover from you as damages the loss
that are likely to be caused to or sustained by the Company on account of such breach. The Company
shall have the right to recover such damages from any amounts that are due or payable to you by the
Company without any objections or demur from you.

7.2. Notwithstanding the foregoing, you agree and acknowledge that any failure to comply with the terms
of this letter and more specifically with the terms of Clause 4, 5, 6, or 10.2 hereof, shall constitute a
material breach by you of your employment terms. In such an event, you hereby consent to any form of
administrative remedies, or similar sanctions, which may be available under the Law, for the
protection of Trademarks, other intellectual property, Confidential Information, business interests and
other similar rights of the Company.

8. TERMINATION :-
8.1. You will be allowed to resign from your services with the Company by giving a clear one month’s
notice in writing, or by payment of one month’s Gross salary in lieu of such notice. The Company
likewise would have the right to terminate your services by giving you one months notice in writing or
by payment of one month’s gross salary in lieu of such notice. Gross salary would include all
allowances and exclude Corporate Incentive, Provident Fund and Gratuity. Please note that the

3
Educomp Solutions Limited
514, Udyog Vihar, Phase – III, Gurgaon – 122001, Haryana (India). Tel. : +91 – 124-4529000 Fax : +91-124-4529039
Registered Office : 1211, Padma Tower-I, 5 Rajendra Place, New Delhi – 110008. INDIA
Telephone : 25755920, 25753258, 25766484, Facsimile : 91-11-25766775
Website : www.educomp.com
Bangalore, Chennai, Hyderabad, Mumbai
I S O 9 0 0 1 : 2 0 0 0 C e r t i f i e d
Save Paper

Company may immediately terminate your services without any compensation or notice thereof, if you
are in material breach of your responsibilities which breach either (i) is incapable of remedy; or (ii) if
capable of remedy, has not been remedied by you for at least 5 days after receipt of such notice from
the Company. Such material breach would include (a) your failure to comply with or committing
breach of provisions contained in any of Clause 4, 5, 10.1 and 10.2 of this appointment letter or (b)
breach by you of any provisions of the Company Policy; or (c) any professional misconduct or
commission of actions which are not in the interest of the Company.

8.2. In the event of your continuous absence for a period of 7 working days or more, without formal
request or permission from management for the same, you shall be deemed to have left and
relinquished your service. Such automatic relinquishment of the contract of employment shall be
deemed as repudiation of the contract of employment by you and not as a termination of the service by
the Company and you shall forthwith cease to be in the employment of the Company without any
further notice or act from the Company.

8.3. Background Verification: You hereby authorize the Company or any external agency hired by the
Company to verify your educational, employment antecedents, your conduct and any other
background checks prior to your joining the Company or thereafter. Your appointment is contingent
upon successful completion of the background check and the Company reserves the right to end your
employment should the results of your background investigation not be successful.

9. RETIREMENT BENEFITS :-
9.1. You will be entitled to Provident Fund in accordance with the Rules of Provident Fund Act. You will
also be entitled to Gratuity as per the payment of Gratuity Act. The age of retirement of an employee
from Company Service is 58 years. You shall however, during your employment remain medically fit
to perform the work for which you have been employed. As to whether an employee is medically fit,
is an issue which will be professionally determined by the Company and the employee shall be bound
by such determination. You will accordingly undergo periodic medical examinations as and when
intimated to you by the Company.

10. GENERAL PROVISIONS:-

10.1. As an employee in the full time employment of the Company, you will be obliged to devote your entire
time, attention and effort to the furtherance of the business of the Company and to continually develop
your professional skills in the interest of the Company and yourself. You shall not, during your
employment with the Company, directly or indirectly engage yourself in or devote any time or
attention to any employment or business or position of monetary interest, other than that of the
Company.

10.2. All intellectual property rights in any work or material developed by you (if any) during the course of
your employment shall belong to and be the property of the Company and you confirm that you shall
not be entitled to claim any rights over such intellectual property. If required by the Company, during
or after the term of this engagement, you shall assign and transfer in favor of the Company or, at the
request of the Company, in favor of any of its subsidiary, affiliate, customers or other persons, all
intellectual property rights in such works or materials and shall execute such deeds and documents, as
the Company may require, to effectually vest in the Company, any of its subsidiary, affiliate or
customers as the Company may require, any and all intellectual property rights and benefits in such
works or materials. In performance of your duties and responsibilities, you shall not use or infringe
any intellectual property properties or rights of any other persons.

4
Educomp Solutions Limited
514, Udyog Vihar, Phase – III, Gurgaon – 122001, Haryana (India). Tel. : +91 – 124-4529000 Fax : +91-124-4529039
Registered Office : 1211, Padma Tower-I, 5 Rajendra Place, New Delhi – 110008. INDIA
Telephone : 25755920, 25753258, 25766484, Facsimile : 91-11-25766775
Website : www.educomp.com
Bangalore, Chennai, Hyderabad, Mumbai
I S O 9 0 0 1 : 2 0 0 0 C e r t i f i e d
Save Paper

10.3. During the course of your employment, if you at any time render yourself incompetent to perform
your duties or if you misconduct yourself or be disobedient, intemperate, irregular in attendance,
commit any breach of the terms of your employment or of any of the stipulations herein contained or
of Code of Business Conduct of the Company or any Company Policy, the Company shall without
prejudice to any of its rights under the terms herein contained or as may be available to it, be entitled to
terminate your employment forthwith without notice or payment in lieu of notice and to deduct from
your salary or other dues, if any, then payable to you, the amount of any loss the Company may have
sustained.

10.4. You will keep us informed of any change in your residential address, your family status or any other
personal particulars relevant to your employment.

10.5. You shall be bound by the Company Policy for the time being in force and as varied from time to
time.

10.6. In case of any dispute, the jurisdiction to entertain and try such dispute shall vest exclusively in a
Court of competent jurisdiction in Delhi / New Delhi.

10.7. The terms of this offer detailed above are strictly confidential and should be treated as privileged
information between you and the Company.

10.8. You are requested to please signify your unconditional acceptance of this offer by signing and
returning to us the duplicate copy of this letter.

We look forward to you joining us at the earliest and wish you the very best in your new assignment. We are
certain that you will find this opportunity challenging and satisfying.

Sincerely,

M.S. Venkatesh
President – Group HR & People Solutions

ACCEPTANCE
I accept the above mentioned terms and conditions.

Name and Signature: ____________________________________________

Date of Joining: ____________________________________________

Place & Date: ____________________________________________

5
Educomp Solutions Limited
514, Udyog Vihar, Phase – III, Gurgaon – 122001, Haryana (India). Tel. : +91 – 124-4529000 Fax : +91-124-4529039
Registered Office : 1211, Padma Tower-I, 5 Rajendra Place, New Delhi – 110008. INDIA
Telephone : 25755920, 25753258, 25766484, Facsimile : 91-11-25766775
Website : www.educomp.com
Bangalore, Chennai, Hyderabad, Mumbai
I S O 9 0 0 1 : 2 0 0 0 C e r t i f i e d
Save Paper

Annexure-A

Name - G Suresh
Designation - Smartclass Coordinator
Band - 5
Department - K-12 - ASG
W.E.F. - February 14, 2011
Location - Cuddalore, Tamil Nadu

Proposed Total Cost to Company (TCTC) Breakup -

Sr. No. Components Amount (INR Per Annum)

I. Fixed Components (Mandatory)

1 Basic 37800
2 PF *** 4536
3 Gratuity 1817
4 Bonus 7560

II. Flexible Benefits Plan (Optional Basket)

1 House Rent Allowance 18900

2 Supplementary Allowance 27787
3 Conveyance Allowance 9600

Fixed Cost To Company (FCTC) (A) = I + II (INR) 108000

Performance Linked Incentive (PLI) (B) * (INR) 0

Total Cost to the Company (TCTC) = A + B (INR) 108000

* Payable in the form of Performance Linked Incentive (PLI) at 100% Performance during the year end.

*** PF is the employer’s contribution that has been included in the CTC and will be deposited with the PF authorities. An equal contribution
from the employee would be deducted and deposited with the RPF office along with employer’s contribution as per the regulation under the
PF Act.

Bonus is as per the statutory requirement and the same shall be paid at the end of the financial year.

Mediclaim Insurance – You are entitled for Rs. 150,000/- hospitalization coverage per annum. Mediclaim insurance is mandatory for all
employees. The premium is calculated based on the age and no. of the dependents and will be deducted accordingly from the TCTC on
monthly basis.

GTLI - You are also entitled for Group Term Life Insurance for Rs. 3 Lacs which is mandatory for all the employees and the premium for the
same will be deducted from TCTC on monthly basis.

6
Educomp Solutions Limited
514, Udyog Vihar, Phase – III, Gurgaon – 122001, Haryana (India). Tel. : +91 – 124-4529000 Fax : +91-124-4529039
Registered Office : 1211, Padma Tower-I, 5 Rajendra Place, New Delhi – 110008. INDIA
Telephone : 25755920, 25753258, 25766484, Facsimile : 91-11-25766775
Website : www.educomp.com
Bangalore, Chennai, Hyderabad, Mumbai
I S O 9 0 0 1 : 2 0 0 0 C e r t i f i e d
Save Paper

Documents you are required to carry on the Day of Joining:

• Copy of Accepted Appointment Letter

• Five passport size Photographs
• Copy of accepted resignation letter / Relieving letter from last employer
• Self attested copies of Educational Certificates
• Work experience letters from previous employers.
• Copy of last salary slip
• Identity Proof
• Copy of PAN Card

In case of any queries / clarifications, please get in touch with Employee Services @
[email protected]

7
Educomp Solutions Limited
514, Udyog Vihar, Phase – III, Gurgaon – 122001, Haryana (India). Tel. : +91 – 124-4529000 Fax : +91-124-4529039
Registered Office : 1211, Padma Tower-I, 5 Rajendra Place, New Delhi – 110008. INDIA
Telephone : 25755920, 25753258, 25766484, Facsimile : 91-11-25766775
Website : www.educomp.com
Bangalore, Chennai, Hyderabad, Mumbai
I S O 9 0 0 1 : 2 0 0 0 C e r t i f i e d