Corporate Governance Committee Policy

In addition to the applicability of provisions of Companies Act, 2013 with respect to corporate governance, provisions of the SEBI (LODR) Regulations, 2015 have also been complied with, to the extent applicable to our Company.

Our Company stands committed to good Corporate Governance practices based on the principles such as accountability, transparency in dealing with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, including provisions in respect of Corporate Governance including constitution of the Board and its Committees.

The Corporate Governance framework is based on an effective Independent Board, the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law.

The following committees have been constituted for compliance with Corporate Governance requirements:

• Audit Committee
• Stakeholders Relationship Committee
• Nomination and Remuneration Committee

A. Audit Committee

Our Board has constituted the Audit Committee vide Board Resolution dated December 16, 2024 in accordance with Regulation 18 of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

The Scope of Audit Committee Includes:

1. Oversight of the Company’s financial reporting process.
2. Recommendation for appointment/re-appointment/removal of statutory auditors.
3. Approval of payment to statutory auditors for other services.
4. Reviewing annual financial statements before Board approval.
5. Reviewing half-yearly financial statements.
6. Review of utilization of funds raised through public/rights issues.
7. Review and monitor auditor independence and performance.
8. Approval/modification of related party transactions.
9. Scrutiny of inter-corporate loans and investments.
10. Evaluation of internal financial controls and risk management systems.
11. Reviewing performance of statutory and internal auditors.
12. Reviewing adequacy of internal audit function.
13. Discussion with internal auditors on significant findings.
14. Reviewing findings of internal investigations.
15. Discussion with statutory auditors before and after audits.
16. Reviewing defaults in payments to stakeholders and creditors.
17. Reviewing whistle blower mechanism.
18. Approval of appointment of CFO after assessment.
19. Any other function as specified in terms of reference.

Powers of Audit Committee

1. Investigate any activity within its terms of reference.
2. Seek information from any employee.
3. Obtain outside legal or professional advice.
4. Secure attendance of outsiders with relevant expertise.
5. Invite executives to committee meetings as required.

Mandatory Review by Audit Committee

1. Management discussion and analysis of financial condition.
2. Statement of significant related party transactions.
3. Management letters from statutory auditors.
4. Internal audit reports relating to internal control weaknesses.
5. Recommendations related to financial management and audit reports.

Meeting of Audit Committee

The Audit Committee shall meet at least four times in a year and not more than 120 days shall elapse between two meetings. The quorum shall be either two members or one-third of the members of the Audit Committee, whichever is greater.

B. Nomination & Remuneration Committee

The Board has constituted the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.

The Company Secretary of the Company will act as the Secretary of the Committee.

Roles of Nomination & Remuneration Committee

1. Formulation of criteria for determining qualifications, positive attributes and independence of directors.
2. Formulation of criteria for evaluation of performance of Independent Directors and the Board.
3. Devising policy on diversity of Board of Directors.
4. Identifying persons qualified to become directors and senior management personnel.
5. Deciding extension/continuation of Independent Directors based on performance evaluation.
6. Handling such other matters as required under applicable laws and regulations.