[(Disclosure under Section 134 (3) of the Companies Act 2013)

(Read with Companies (Accounts) Rules2014}]

Dear Shareholders

Your Directors are presenting the 42^nd Annual Report of your Company and the Audited Financial Statements for the year ended 31^stMarch2024.

During the year under review the Company revenue from operations and other income stood at Rs.93.34 Lakhs as against Rs.52.56 Lakhs in the previous year. The Company has earned a Net Profit of Rs.8.86 Lakhs as compared to the Profit of Rs. 10.12 Lakhs during the previous accounting year. Your Directors are hopeful of much better results in future.

The Board of Directors of your Company has not recommended any dividend for the Financial Year 202324.

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

5. Change in the nature of business if any There was no change in nature of business.

There was no change in the Company's share capital during the year under review. The Authorised Share Capital of the Company is Rs. 135000000/-. The Issued Subscribed and Paid-up Capital of the Company stood at Rs. 110490900/-as on March 31,2024.

There have no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources functioned end favors to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company has 3 Three employee so nits' payroll as on March 31 ,2024.

The Company does not have any Subsidiary Company /Joint Venture /Associate Company during the year underreview.

11. Public Deposits:

During the period under review the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act 2013.

12. Extract of the Annual Return:

The Annual Return as on 31^s ‘March, 2024 is available on the Company's website at:www.acirealty.co.in

Though our operations are not energy- intensive efforts have been made to conserve energy by utilizing energy-efficient equipment.

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In future your Company will take steps to conserve energy and use alternative source of energy such as solar energy.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company has not made any investment on energy conservation equipment.

During the year the Company does not have any plant & machinery. Therefore, no technology absorption and research and development activity are carried out.

No such specific benefit derived during the year due to technology absorption.

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

Foreign Exchange Earnings and Out go NIL NIL

Mr. Kushal Chand Jain (DIN 03545081) Director who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible seek re-appointment pursuant to Section 152 of the Companies Act 2013 and Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act2013:

The board of directors has carried out an annual evaluation of its own performance board committees and

individual directors pursuant to the provisions of the Act and SEBI Listing Regulation. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as board composition and structure effectiveness of board process information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from committee members on the basis of criteria such as composition of committee's effectiveness of committee meetings etc. In separate meeting of independent Directors performance of the non-independent director's performance of the board as a whole and the Chairman was evaluated taking into account the views of the executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board excluding the independent director being evaluated.

Pursuant to the provisions of section 149 of the act the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the company.

During the year under review the non-executive directors of the Company had no pecuniary relationship or transactions with the company other than sitting fees commission and reimbursement of expenses if any.

In accordance with the criteria suggested by the nomination and remuneration committee the performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement leadership analysis decision making communication governance interest of stakeholders etc. the board was of the unanimous view that every independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the board will be in the interest of the company.

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting further their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership engagement transparency analysis decision making function acknowledge governance stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

The Company have received declaration /confirmation from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") and that there is no change in the circumstances which may affect their status as Independent Director during the year under review. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct. In the opinion of the Board the Independent Directors of the Company fulfill the conditions specified under the Act and Listing Regulations and are independent to the managements

The Members of the Board of the Company are afforded many opportunities to familiarize themselves with the Company its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company its various operations and the industry in which it operates in addition to regular presentation on technical operations marketing and exports and financial statements. In addition to the above Directors are periodically advised about the changes effected in the Corporate Law Listing Regulations with regard to their role's rights and responsibilities as Directors of the company. The same is available on the website of the company.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment which also stipulates various terms and conditions of their engagement

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Independent and Non-Executive Directors on matters related o the Company's values and commitments. They are also introduced to the organization structure constitution of various committee's board procedures risk management strategies etc.

Currently the Board has 3 Committee's the Audit Committee, Nomination and Remuneration Committee, & Stakeholder's Relationship Committee. The Composition of various committees and compliances asper the applicable provisions of the Companies Act 2013 and the Rules there under and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 are as follows:

The Audit Committee comprises of Mr. Hemant Kumar S. Jain Independent Director as the Chairman of the Committee Mr. Kushal Chand Jain Managing Director, Ms. Krishna Kamal Kishor Vyas, Mr. Kalpesh Bhandari (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar Directors (appointed w,e,f. 26.08.2023 as the members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are under taken only after the consultation of the Audit Committee.

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act 2013 for Directors and Employees to report their concerns and has also taken steps to safe guard any person using this mechanism from victimization and in appropriate and exceptional cases; there is direct access to approach Mr. Hemant Kumar S. Jain Chairman of the Audit Committee.

The Nomination and Remuneration Committee under Section 178 of the Companies Act 2013 comprises of Mr. Hemant kumar S. Jain Independent Director as the Chairman of the Committee, Ms. Krishna Kamal kishor Vyas Director, Mr. Kalpesh Bhandari (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar Directors (appointed w,e,f. 26.08.2023) are the members of the Committee.

The Company has defined the policy on all Director's and key person's appointment and remuneration including criteria for determining qualifications positive attributes independence of a Director. The nomination & remuneration policy adopted by the Company has been posted on the Company's Website:www.acirealty.co.in

The Terms of reference of the Nomination and Remuneration Committee number and dates of meetings held attendance of the members of the Committee and more details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Stakeholder's Relationship Committee comprises of Mr. Hemant kumar S Jain Independent Director as the Chairman of the Committee Mr. Kushal Chand Jain Managing Director Ms. Krishna Kamal kishor Vyas Director and Mr. Kalpesh Bhandari Director (resigned w,e,f, 26.08.2023) and Mr. Amit Kumar Directors (appointed w,e,f. 26.08.2023) are the members of the Committee. The role of the Committeeis to consider and resolve securities holders' complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

M/s. Agrawal Jain & Gupta Chartered Accountants having ICAI Firm Registration No. 013538C statutory auditor of the Company were appointed for a period of five years at the 38 th Annual General Meeting as Statutory Auditors till the conclusion of 43^rd Annual General Meeting as per Notification issued by MCA the Company need not place the resolution for ratification at the AGM and hence no resolution is placed before the AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe Company. There is no qualification reservation or adverse remark or disclaimer made by the Statutory Auditors in its report and therefore there are no further explanations to be provided for in this report.

The Board of Directors have appointed M/s. Sindhu Nair & Associates Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2023-24 as required under Section 204 of the Companies Act 2013 and the rules framed there under. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-1 to this report.

During the year under review Four (4) Board Meetings were convened and held. Detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance which form spart of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013 and the listing regulations.

Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

All the related party transactions are entered on arm's length basis and are compliance with the applicable provisions of the Companies Act 2013 and listing regulation. There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at Large. Hence no separate annexure in Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is given. All related party transactions are presented to the Audit Committee and the Board if required for approval. Omnibus approval is obtained for the transactions which are for seen and repetitive in nature.

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 your Directors subscribe to the Directors Responsibility Statement and state that

a) In preparation of the annual accounts the applicable accounting standards had been followed and there are no material departures from them;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/ loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company & that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(a) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 -are annexed as Annexure-2.

(b) The Company doesn't have any employee falling within the preview of Section 197 of the Companies Act 2013 read with Rule5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no such details to be provided.

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 read with part B of Schedule V of Listing Regulations entered into with the Stock Exchanges is set out in a separate section forming part of Director Report as Annexure-3.

The Directors state that "the Board have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively

At ACI it is imperative that our company affairs are managed in afair and transparent manner. This is vital togain and retain the trust of our stakeholders. As per the Regulation 27 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 a separate section on Report on corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is annexed as a part of the Annual Report as Annexure-4.

In line with the new provisions of the Companies Act 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR) your company is not governed by the provisions of Section 135 of the Companies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014.So the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

29.Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well- defined budget monitoring process and other standard operating procedures

There is a continuous process for identifying evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business risks would include significant weakening in demand from core-end markets inflation uncertain ties and any adverse regulatory developments etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with Rule 14 the internal authorized person under the said act has confirmed that no complaint/ case has been filed /pending with the Company during the year.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares)to employees of the Company under any scheme.

d) Employee Stock Options Scheme

e) Particulars of Employees. (no employee is in receipt of remuneration of Rs. 1.02 crore p.a. or Rs.8.50

lakhs p.m.)

f) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries /Joint Venture/ Associate Company.

g) Maintenance of Cost Records- not applicable

h) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67 (3) (c) of the Companies Act2013).

i) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code 2016

For the financial year ended March 31,2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

Shop No.109, 1^st Floor,

Dimple Arcade Premises CHS Ltd,

Asha Nagar, Thakur Complex,

Kandivali (East), Mumbai - 400 101

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ACI INFOCOM LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, mi nute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit of the Company, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; - (Not applicable to the Company during the Audit Period);

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period);

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period); and

j. The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements), 2015.

We have also examined compliance with the applicable clauses of Secretarial Standards with regard

to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of

Company Secretaries of India.

During the period under review, the Company has complied with the applicable provisions of the Act, Rules, Regulations and Guidelines, as mentioned above.

We further report & confirm that the company has maintained Structured Digital Database in compliance with the Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the financial year ended March 31, 2024.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors/ Committees of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Based on the representation given by the Management of the Company and as verified by us, it is observed that there are no such laws which are specifically applicable to the industry in which the Company operates.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions of the Board are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this Report.

The percentage increase in remuneration of each Director during the Financial Year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under

@The Independent Directors did not draw any remuneration during the financial year 2023-24.

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year:

The median remuneration of employees of the Company during the Financial Year was Rs.3,00,000/- and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year is provided in the above table.

ii. The percentage in crease in the median remuneration of employees in the Financial Year:

There was no increase made in the salaries of employees and managerial personnel for the financial year i.e.2023-24.

iii. The number of permanent employees on the rolls of Company:

There were 4 Four (Including KMP) permanent employees on the rolls of the Company as on March 31, 2024.

iv. Average percentile increases already made in the salaries of employees other than the managerial personnel inthe last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification there of and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The was no increase made in the salaries of employees and managerial personnel for the financial yeari.e.2023-24

v. The key parameters for any variable component of remuneration availed by the Directors: NA

vi. Affirmation that the remuneration is as per the remuneration policy of the company: Yes, the remuneration is as per the remuneration policy of the Company.

The Nomination and Remuneration Committee (NRC or the Committee) has formulated the Nomination & Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules there to and Regulation 19(4) read with Part D of Schedule II under the Listing Regulations, as amended from time to time. This policy is mainly focused on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management.

? the Board is being guided in relation to appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management including Department head;

? the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

? relationship of remuneration to performance is clear and meets appropriate performance bench marks; and

? remuneration to Directors, Key Managerial Personnel and senior management involves balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

Key definitions of terms used in this Policy areas follows:

1. Act means the Companies Act, 2013 and Rules framed the reunder, as amended from time to time.

2. Listing Regulations means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015as amended from time to time.

3. Board means Board of Directors of the Company.

4. Directors mean Directors of the Company.

5. Key Managerial Personnel means

i. Chief Executive Officer or the Managing Director or the Manager;

ii. Whole-time director;

iii. Chief Financial Officer;

iv. Company Secretary; and

v. such other officer as may be prescribed.

Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors including Functional Heads.

The Committee shall:

i. Periodically reviewing the size and composition of the Board to ensure that it is structured in such a manner which enables to take appropriate decision in the best interest of the company as a whole;

ii. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommending candidates to the Board as and when need arises keeping in view the Board structure and expertise/experience required;

iii. Establish and on regular basis review the succession plan of the Board, KMPs and Senior Executives;

iv. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this

policy;

v. To formulate criteria for evaluation of Independent Directors and the Board;

vi. Recommend to the Board performance criteria for the Directors, KMPs and Senior Management;

vii. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel and their remuneration;

viii. Help the Board to formulate and ensure the Board nomination process keeping in mind the diversity of gender, expertise, experience and Board structure;

ix. Review and recommend to the Board:

a) The Remuneration Policy for all employees including KMPs and Senior Management including various components of remuneration whether fix or variable, performance reward, retirement benefits,

b) Remuneration of the Executive Directors and KMPs,

c) Remuneration of non executive Directors including Chairman, as a whole and individually and sitting fees to be paid for attending the meeting of the Board and Committee thereof, and

d) Equity based incentive Schemes,

x. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage; and

xi. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;

xii. Devising a policy on diversity of the Board of Directors;

xiii. Aligning key executive and board remuneration with the longer term interests of the Company and its shareholders;

xiv. Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board;

xv. To carry out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities;

xvi. To perform such other functions as may be necessary or appropriate for the performance of its duties;

a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment, as per Company's Policy.

b. A person to be recommended to the Board should be a man with integrity, possess adequate qualification, expertise and experience for the position he / she is considered for appointment and industry in which Company operate. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c. A person, to be appointed as Director, should possess impeccable reputation for integrity, deep expertise and insights in sectors/areas relevant to the Company, ability to contribute to the Company's growth, complementary skills in relation to the other Board members.

d. The Company shall not appoint or continue the employment of any person as Managing Director and/or Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

e. A whole-time KMP of the Company shall not hold office in more than one Company except in its Subsidiary Company at the same time. However, a whole-time KMP can be appointed as a Director in any Company with the permission of the Board of Directors of the Company.

The Company shall appoint or re-appoint any person as its, Managing Director and CEO or

Executive/Whole-time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

• An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

• No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly

At the time of appointment of Independent Directors, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven Listed Companies as an Independent Director and three Listed Companies as an Independent Director in case such person is serving as a Whole-time Director of a Listed Company or such other number as may be prescribed under the Act

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly) or at such intervals as may be considered necessary.

The Committee may recommend to the Board, with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Act, rules and regulations and the policy of the Company.

The Director, KMP and Senior Management Personnel shall retire as per the term of appointment, provisions of the Act, Listing Regulations and the Policies of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company subject to compliance of provisions of the Act and Listing Regulations.

a. The remuneration / compensation / commission / fees etc. to be paid to the Managing Director, Whole-time Director, other Directors, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval which shall be subject to the prior/post approval of the shareholders of the Company or Central Government, wherever required.

b. The remuneration and commission to be paid to the Managing Director, Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act.

c. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managing Director, Whole-time Director.

d. Where any insurance is taken by the Company on behalf of its Managing Director, Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any

other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration.

The Managing Director/ Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer's contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee, subject to the approval of the shareholders or Central Government, wherever required.

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director, Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

If any Managing Director, Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the approval of the shareholders or the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the shareholder or Central Government.

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof provided that the amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. However, the amount of such fees shall not exceed Rs. 1 Lac per meeting of the Board or Committee attended by Director or such other amount as may be prescribed by the Central Government from time to time.

All the remuneration of the Non-Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share-based payment schemes of the Company.

Any remuneration paid to Non- Executive Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his/her capacity as the professional; and

ii) In the opinion of the Committee, the Director possesses the requisite qualification for the

practice of that profession.

a. The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

b. The Nomination and Remuneration Committee or any other Committee to be constituted by the Company for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share-based payments to be made to Key Managerial Personnel and Senior Management.

c. The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

d. The Incentive pay/performance linked pay shall be decided based on the extent of achievement of the individual target/objective or performance of the Key Managerial Personnel and Senior Management and performance of the Company which will be decided annually or at such intervals as may be considered appropriate.

The Policy is framed based on the provisions of the Companies Act, 2013 and rules made there under and the requirement of Regulation 19(4) and Schedule II (Part D) of the Listing Regulations. In case of any subsequent changes in the provisions of the Act or any other Regulations which makes any of the provisions of this Policy inconsistent with the Act or any such Regulation, then the provisions of the Act or such Regulation would prevail over the Policy and the provisions in the Policy would be modified in due course to make it in consistent with the Act or such Regulation.

The Committee shall review the Policy as and when any changes are to be incorporated in the Policy due to changes in the Act or such Regulation or felt necessary by the Committee. Any changes in the Policy shall be recommended by the Committee to the Board and shall be effective on approval of the Board

• The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

• The Committee may Delegate any of its powers to one or more of its members.