NRC Policy

Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Other Employees

OBJECTIVE

The policy on appointment and remuneration of Directors and Key Managerial Personnel provides an underlying basis and guide for human resource management, thereby aligning plans for strategic growth of the Company.

The remuneration policy for members of the Board of Directors, Key Managerial Personnel and other employees has been formulated pursuant to Section 178(4) of the Companies Act, 2013 to ensure:

1. 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.
2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
3. Remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives.

REMUNERATION OF THE BOARD OF DIRECTORS

The Board of Directors comprises Executive and Non-Executive Directors with separate provisions.

• Executive Directors comprising Promoter Directors
• Non-Executive Directors comprising Promoter (Non-Independent) and Independent Directors

Remuneration of Executive Directors

Fixed Remuneration

Executive Directors including Executive Chairman, Managing Director and Whole-time Director shall receive fixed salary, either for the entire tenure or on a graded scale. They shall also be entitled to perks such as house or house rent allowance, medical reimbursement, personal accident insurance, club fees, car with driver and retirement benefits including leave encashment.

Variable Components

Commission

Subject to shareholder approval and limits under Section 197 of the Companies Act, 2013, Executive Directors may be paid commission based on duties and responsibilities.

Bonus

Subject to shareholder approval, special bonuses may be paid for specific assignments or achievements as decided by the Nomination and Remuneration Committee or the Board.

Reimbursement of Expenses

Directors shall be entitled to reimbursement of actual business-related travel and entertainment expenses.

All payments shall be subject to approvals required under the Companies Act, 2013.

Remuneration to Non-Executive / Independent Directors

Remuneration / Commission

Commission shall be paid within limits prescribed under the Companies Act, 2013 and subject to shareholder approval.

Sitting Fees

Non-Executive and Independent Directors shall receive fees for attending Board and Committee meetings, subject to limits prescribed by law.

Stock Options

Independent Directors shall not be entitled to any stock options.

Reimbursement of Expenses

Directors may be reimbursed reasonable expenses incurred while performing their duties, including meetings, site visits, training, and professional advice.

Overall Limit of Managerial Remuneration

Total managerial remuneration may exceed 11 percent of net profit subject to compliance with Schedule V of the Companies Act, 2013 and Board approval.

Key Managerial Personnel

Key Managerial Personnel shall be paid salary and perquisites based on qualifications, experience, and applicable grades.

Other Employees

The Company follows a performance management system to assess performance and determine remuneration and increments.

Initial remuneration is based on qualifications, experience, suitability, and position level.
Annual increments are decided based on:

1. Individual performance
2. Organizational performance
3. Budgeted performance for the new financial year
4. Industry benchmarks

Promotions are based on availability of position, consistent performance, and potential for growth.

Loans / Advances to Employees

The Company may grant loans or advances to employees as per its policy and may revise such policy
from time to time.

CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

I. Qualifications

A Director should possess appropriate skills, experience, and knowledge in areas such as finance, law, management, marketing, governance, technical operations, or related disciplines.

II. Positive Attributes

• Clarity of vision
• Originality and objectivity
• Strong analytical ability
• Effective communication skills
• Integrity and sound judgment
• Strategic thinking and leadership
• Ability to contribute meaningfully in meetings
• Good working relationship with Board members

III. Criteria for Independence

An Independent Director is a Director other than a Managing Director, Whole-Time Director or Nominee Director, who meets the independence criteria as prescribed under the Companies Act, 2013, including absence of pecuniary relationships, promoter connections, employment conflicts, and compliance with Schedule IV of the Act.