2023OL/104593

Hi Hari Vignesh Kaleeswaran,

Please submit below documents for completion of your joining process.

a. Relieving letter(s) & Experience Certificate(s) from all your previous Organizations covering your entire
experience.
b. Your salary certificate / payslips (Latest 3 months Pay Slips from your immediate previous employer).

c. Certificates of 10th & 12th Classes.

d. Graduation Certificate & Marks Sheets.

e. Post Graduation Certificate & Mark Sheets (If applicable).

f. Passport Details (Number, Date, Place of Issue and Validity) with copy of first four and last two pages.
Please get the self-attested copies of first four and last two pages of passport.

g. Last Employer’s PF Membership No. (If applicable).

h. Passport Size Photographs (White Background).

i. Copies of Pan Card, self attested.

j. Copies of Aadhar Card, self attested.

The offer should be signed (at the end of every page) and shared back to us.

Joining process will start by 9:00 AM on your joining date.

Note: Joining formalities will not be carried out if any of the mandatory documents is not submitted. Joining
formalities will be done on the day when all the required documents are brought by you.

Looking forward to your joining the TATA ELXSI FAMILY!

for Tata Elxsi Limited,

Rajagopalan S

Head - Human Resources

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 2023OL/104593

Date: 20 December 2023

Dear Hari Vignesh Kaleeswaran,

We are pleased to appoint you as Senior Engineer - Medical Electronics or in such other capacity as the
management of Tata Elxsi Limited, hereinafter called the Company, shall from time to time determine, under the
following terms and conditions:

1. Date of Appointment:

You will be required to join us on or before 3 January 2024 .Your appointment is effective from the Date of
Joining.

2. Code of Conduct:

2.1. The Company may require you, at any time, to perform any other administrative, managerial, supervisory,
technical or other functions and you will be bound to carry out such functions.

2.2. Your individual remuneration is purely a matter between yourself and the Company and has been arrived at on
the basis of your job, skills, specific background and professional merit. Accordingly your salary and any changes
made to it are strictly confidential; you shall treat such matters accordingly, and any breach thereof would be
viewed very seriously.

2.3. You shall maintain proper discipline and dignity of your office and shall deal with all matters with sobriety.

2.4. You shall maintain and keep in your safe custody such books, registers, documents and other papers as may be
issued to you or may come in your possession and shall return the same when required.

2.5. You shall inform the Company of any changes in your personal data within 3 days of the occurrence of such
change. Any notice required to be given to you shall be deemed to have been duly and properly given if delivered
to you personally or sent by post to you at your address in India, as recorded in the Company.

2.6. You will observe work timings and holidays as applicable to your location and place of work.

2.7. You shall be solely responsible for any issues that may arise between you and your previous employer with
regard to your previous employment and the Company is not responsible for the same.

3. Probationary Period:

Initially you will be on probation for a period of six (6) months from the date of your joining. On successful
completion of the probation period, if, in the opinion of the Company, you are found suitable in the appointed post,
you will be confirmed in writing by the Company, at which time the terms and conditions of this letter shall
continue to bind you, as may be amended by the Company from time to time. Based on your performance, the
Company is at liberty to terminate your services, if found unsatisfactory at any time during the probation period, or
extend the probation period, as it deems necessary.

4. Salary:

4.1. During the period of probation you will be entitled to salary and perquisites as detailed in the annexure. The
Company in writing will communicate any change in compensation to you.

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4.2. Compensation structure is based on location and any change in compensation arising out of a change in
location will be communicated to you in writing.

5. Initial Appointment and Subsequent Transfers:

Your initial appointment will be at Pune - Magarpatta Tower 7 . You will be liable to transfer in such capacity as
the Company may from time to time determine to any other location, departments, establishment, factory or branch of
the Company or subsidiary, associate or affiliate of the Company in India or abroad without claiming any extra
remuneration for such transfers.

6. Leave:

You will be entitled to leave and other benefits in accordance with the rules of the Company.

7. Other Work:

Your position is a full time employment with the Company and you shall devote your whole time and attention to
the Company's business entrusted to you. You will not take up any other work for remuneration (part-time or
otherwise) or work in advisory capacity or be interested directly or indirectly (except as shareholder or debenture
holder) in any other trade or business during the employment with the Company without the prior written
permission of the Chief Executive Officer of the Company.

8. Termination:

8.1. During the period of probation, your services shall be terminable by giving one month’s notice or one month's
basic pay in lieu thereof on either side at the sole discretion of Tata Elxsi management. On confirmation of your
services in the Company, your services shall be terminable by giving three (3) months’ notice or three (3) months’
basic pay in lieu thereof on either side at the sole discretion of Tata Elxsi management.

8.2. In the event that you want to terminate your employment with the Company, while on a project at customer’s
site in India or abroad you be will required to give a minimum of 60 days notice, to enable smooth transition and
transfer of technology. The actual date of release will be mutually decided with the consent of the concerned client
and your superior and the said date of release shall not be unreasonably withheld provided you are able to
handover charge satisfactorily within the sixty (60) day period. This minimum notice of sixty (60) days cannot be
adjusted with payment in lieu of notice period as mentioned in clause 8.1 above or adjusted against the Privilege

8.3. During the term of your employment with the Company, if the Company decides to enrol you for Training /
Developmental Program abroad, you shall not leave or abandon the services of the Company for the time period
set forth in a separate agreement from the date of completion of such Training and Development Program. On
completion of the such time period, if you wish to leave the services of the Company, you shall be bound to
provide prior notice in writing as per the terms of this Employment Agreement/ Offer letter.

8.4. You will be liable to termination from service by the Company without notice if:

a. Any declaration given by you or testimonials furnished by you to the Company proves to be false, or,

b. You are found to have willfully suppressed any material information, or,

c. You are found to have been convicted for or indulged in criminal, subversive or immoral activities, or, You
are found to have indulged in financial irregularities; or

d. You breached any of the terms and conditions of your employment as specified in this letter, or any further
official communication from the Company.

e. Failure to furnish relieving/service certificate from the previous employer or any other documentary proof
to substantiate your transition from the previous employer to the reasonable satisfaction of the Company.

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9. On Separation:

On communication of the termination/resignation of your employment with the Company, you will immediately
give up to the Company before you are relieved, all documents of the Company including correspondences,
specifications, formulae, books, documents, cost data, market data, literature, drawings, effects, and shall not make
or retain any copies of these items.

10. Background Check:

You are advised that, before or after joining the services, the Company or its Client(s) may conduct a background
check such as past employment, education, financial & criminal check, including any other information that has
been furnished by you. The Company reserve the right to withdraw any offer of employment or terminate your
appointment immediately, without any liability should the results of your background investigation found

11. Intellectual Property and Confidential Information:

11.1. Information pertaining to the Company’s operations and its clients shall remain secret and safeguarded by
you. On joining the Company, a formal agreement to effect non-disclosure of confidential information and
intellectual property etc. shall be executed by you. Any Intellectual Property or Patents developed by you during
your service will be the property of the Company. You will also keep us duly informed if you are bound by any
confidentiality agreement with any of your previous employers, in which case you shall keep us indemnified
against any breach thereof by you. Similarly, after leaving the services of the Company, you shall keep
confidential any proprietary information and technologies, which you were involved with during your service with
the Company and shall render yourself liable to damages and costs arising out of breach of such confidentiality.

11.2. You shall irrevocably, unconditionally and free of any cost, royalty or compensation, assign to the Company
all rights, title and interests including the transfer rights and Intellectual Property Rights in all products, designs,
software, all embedded, intermediary, base software technology which is created or developed by you during the
course of your employment in the Company. The Company shall have the right to obtain and hold in its own
name, copyrights, trade-marks and other applicable registrations and seek such other protection as may be
appropriate to the work, product and all designs, software created by you and you shall also provide the Company
or any person designated by the Company all assistance as may be required to establish and / or perfect the rights
defined in this clause.

11.3. Data Protection Regulation: Personal Data: You acknowledge and agree that the Company or any of its
affiliates or group companies may process your personal data/ sensitive data. You also hereby provide explicit
consent to the company to transfer such personal/sensitive data outside the country in which you are employed.
Company will process your personal data in the performance of a contract as your employer, to ensure to meet the
employer obligations and the requirements of employment law. Your personal/sensitive data as part of legal
obligation for business accounting, payroll, tax, immigration purposes. Your personal/sensitive data shall be under
legitimate interests to carry out background checks as part of our due diligence measures. You hereby give your
explicit consent to the Company to process such personal/or sensitive data.

12. Adhering to Health and Safety Standards

12.1. The Company strives to provide each employee with a safe and healthy work environment. Each employee
has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health
rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

12.2. Violence and threatening behavior are not permitted. Employees should report to work in condition to
perform their duties, free from the influence of illegal drugs, smoking, chewing of tobacco or alcohol. The use of
alcohol and/or illegal drugs in the workplace will not be tolerated.

12.3. Tata Elxsi has implemented its Healthy and Safety process based on ISO 45001. You are expected adhere to
the Health and Safety Policy and promptly report any potential health and safety issues as per the reporting
mechanism stipulated under the Health and Safety Policy. This act may help us maintain our own safety, as well as
the safety of our fellow co-workers.

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13. Protection of Interest:

If you conceive any new or advanced methods of improving process / formulae / systems in relation to the
operations of the Company, such development will be fully communicated to the Company and will be and remain
sole right / property of the Company.

14. Client Management:

On Termination / Resignation of employment for what-so-ever reasons, you will not seek employment
opportunities with our principals, customers and any other person / entity, with whom you had a business
relationship / technical engagement within one (1) year from your last working day in the Company. In the event
the Company is of the reasonable opinion that you are terminating your employment with the Company to pursue
an occupation in violation of this clause, then the Company reserves the right to, at its sole discretion, refuse to
accept any letter of termination, by whatever name called, of your employment with the Company. The Company
further reserves the right to approach a Court of competent jurisdiction and obtain an injunction preventing you
from terminating your employment with the Company and/or recover damages there from.

15. Non-solicitation:

15.1. During the period of employment and for a period of two (2) years following your termination of
employment with the Company, irrespective of the circumstances of or reasons of the termination, you will not,
directly or indirectly, solicit, hire or employ, or assist anyone else to solicit, hire or employ, any other employee of
the Company. At no time you may directly or indirectly seek to induce any other employee of the Company to
leave the employment of the Company or to become associated with, or perform services of any type for any third
party.

15.2. During the period of employment and for a period of two (2) years following your termination of
employment with the Company, irrespective of the circumstances of or reasons of the termination, you will not,
directly or indirectly, solicit, induce or encourage any customer or vendor of the Company to move his/her existing
business with the Company to a third party or to terminate his/her business relationship with the Company.

16. Retirement:

You will retire in the month of your attaining the age of 60 years.

17. Jurisdiction and Dispute Resolution:

17.1. Any dispute which may at any time hereafter arise between the parties hereto, shall be referred to a single
arbitrator to be appointed by the Company Secretary of Tata Elxsi Ltd. in accordance with and subject to the
provisions of the arbitration and conciliation act, 1996. It shall be open to any one of the parties to move the
Company Secretary to appoint the arbitrator and refer dispute to arbitration. The decision/award of such an
arbitrator shall be binding on the parties hereto. The venue of arbitration shall be Bangalore. The Courts in
Bangalore shall have exclusive jurisdiction to the exclusion of all other Courts.

17.2. You will be required to produce one set of photocopies and the originals of certificates / testimonials on the
day of joining. Photocopies will be retained for our records and originals will be returned to you upon verification.

17.3. Please note that you are governed by all Rules and Regulations of the Company, which are in force from time
to time, and the Company shall have the right from time to time to vary or modify any of the terms and conditions
of service, which shall be binding on you.

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 2023OL/104593

We take pleasure in welcoming you to our Organization and look forward to a mutually beneficial association.

We wish you all the best in your career.

for Tata Elxsi Limited,

Rajagopalan S

Head - Human Resources

Declaration

I acknowledge that I was provided with an unsigned copy of this Agreement in advance of signing the same and
was accorded ample opportunity to read and seek whatever clarification I needed related to the Agreement. I have
read and understood the above terms and conditions of employment and am accepting the same. I will be reporting
for duty on as indicated to me in Clause 1 of this letter (“Date of Appointment”). By signing this Agreement I
consent to the Company for collecting, retaining and processing my personal/sensitive data.

Date:
Name: _______________________________
Signature: _______________________________

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 2023OL/104593

Annexure to Hari Vignesh Kaleeswaran

Appointment Letter dated 20 December 2023

Name: Hari Vignesh Kaleeswaran

Level : E

Designation: Senior Engineer

Location : Pune - Magarpatta Tower 7

AMOUNT in INR

Basic 20,100
House Rent Allowance 10,050
Statutory Bonus** 1,400
Flexible Benefit Plan* 31,739
Monthly Salary 63,289
Deferred Benefits (Annualised)
Provident Fund (As per the PF Act 1952) 28,944
Gratuity (As per the Gratuity Act 1972) 11,604
Annual Gross Salary 800,016

Medical Insurance (Hospitalisation) coverage as per current policy.

Group Term Life (Personal Accident + Life Insurance) Coverage as per current policy.

*Please refer the annexure for details of FBP

** As per the Payment of Bonus Act 1965

for Tata Elxsi Limited,

Rajagopalan S

Head - Human Resources

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Annexure indicating Breakup of FBP Components applicable to GRADE E

1. Telephone / Cell phone expenses (Not exceeding Rs.15,000/- p.a.).

2. Membership for Technical Societies (not exceeding Rs.6000/- p.a.).

3. LTA (tax free twice in 4 years as per prevailing Income Tax rules).

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