1. Introduction

The Nomination and Remuneration Policy of M/s Arisudana Industries Limited is formulated pursuant to Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee of the Company and has been approved by the Board of Directors.

2. Objective:

The Key Objectives and purpose of this policy are:

a) To make recommendations to the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management Personnel.

b) To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors to run the Company successfully.

c) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to be appointed as Director,Key Managerial Personneland in Senior Management.

d) To make recommendations to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management Personnel, to ensure that such remuneration involves a balance between fixed and incentive pay appropriate to the working of the Company and its goals.

3. Definitions

a) “Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

b) “Board” means the Board of Directors of the Company.

c) “Committee” means the Nomination and Remuneration Committee of the Company, constituted or reconstituted in accordance with the provisions of Section 178 of the Act.

d) “Company” meansArisudana Industries Limited.

e) “Director” means member of the Board.

f) “Independent Director” means a director referred to in Section 149(6) of the Act, as amended from time to time.

g) “Key Managerial Personnel”or “KMP” shall mean the following persons, defined in Section 2(51) of the Act, as amended from time to time:

(i) Chief Executive Officer or Managing Director or Manager.

(ii) Company Secretary.

(iii) Whole-time director.

(iv) Chief Financial Officer.

h) “Remuneration”means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

i) “Senior Management” means personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the Executive Directors, including all functional heads.

Words and expressions used and not defined in this Policy, but defined in the Companies Act, 2013 or any rules framed there under shall have the meanings assigned to them therein.

4. Applicability

This policy is applicable to:

a) Directors

b) Key Managerial Personnel (KMP)

c) Senior Management Personnel

5. Constitution of the Nomination and Remuneration Committee

The Board has constituted the “Nomination and Remuneration Committee” of the Board in line with the requirements of Section 178 of the Act. The Board has authority to reconstitute the Committee from time to time.

6. Role of the Committee

• To formulate the criteria for determining qualifications, positive attributes and independence of a director.

• To formulate the criteria for effective evaluation of the Board.

• To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To recommend to the Board the appointment and removal of Directors, KMP and Senior Management personnel.

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

• 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.

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

7. Criteria for Determining

(A) Qualifications of Directors:

• Persons of eminence,standing havingrequired qualification, experience and knowledge.

• Their financial or business literacy/skills.

• Other appropriate qualification/experience to meet the objectives of the Company.

• As prescribed under the provisions of Companies Act, 2013 and the Rules made there under.

(B) Positive attributes of Directors:

• Directors have to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively and the willingness to address issues proactively.

• Actively update their knowledge and skills with the latest developments in the industry, market conditions and applicable legal provisions.

• Willingness to devote sufficient time and attention to the Company’s business and discharge their responsibilities.

• To assist in bringing independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.

• Ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with the senior management of the Company.

• To assist in protecting the legitimate interests of the Company, its shareholders and employees.

• Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made there under as amended from time to time and shall abide by the “Code for Independent Directors” as specified in Schedule IV to the Companies Act, 2013.

(C)Appointment of KMP/Senior Management

• To possess the required qualifications, experience, skills & expertise to effectively discharge their duties and responsibilities.

• To practice and encourage professionalism and transparent working environment.

8. Remuneration to Directors and Key Managerial Personnel

The Board, on the recommendation of the Nomination and Remuneration Committee, reviews and approves the remuneration payable to the Directors and Key Managerial Personnel. The Board and the Committee considers the provisions of the Companies Act, 2013, the limits approved by the shareholders and the individual and corporate performance in recommending and approving the remuneration to the Executive Directors and Key Managerial Personnel. Further, the Chairperson& Managing Director of the Company is authorized to decide the remuneration of KMP (other than Managing Director and Wholetime Director) and Senior Management personnel, based on prevailing HR policies of the Company.

The remuneration / sitting fees, as the case may be, to the Non-Executive / Independent Director, shall be as may be decided by the Committee / Board / Shareholders.

9. Amendment AND REVISION

The Nomination & Remuneration Committee shall monitor and periodically review the Policy and recommend the necessary changes to the Board for its approval. The Board shall have the power to amend any of the provisions of this Policy or substitute any of the provisions with a new provision or replace this Policy entirely with a new Policy, on the recommendations of the committee or to bring the same in line with the guidelines or amendments issued by the Government from time to time.