Committees

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, and the rules framed there under (including any statutory modification(s) or re-enactment thereof, for the time being in force, the “Companies Act”) and Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), and the applicable rules, regulations, guidelines and circulars promulgated thereunder and as amended, the uniform listing agreements to be entered into between the Company and the respective stock exchange where the Equity Shares are proposed to be listed (“the Stock Exchange”), and any other applicable law or enactment for the time being in force, a committee of the Board titled Risk Management Committee be and is hereby constituted as under:

1. Mr. Sanjay Mehta [Managing Director] (Chairperson)
2. Mr. Yudhvir Gupta Independent Director (Member)
3. Mr. Puneet Pal Singh [Whole Time Director] (Member)

“RESOLVED FURTHER THAT the Risk Management Committee shall have the following terms of reference:
1. To review and assess the risk management system and policy of the Company from time to time and recommend for amendment or modification thereof;

2. To implement and monitor policies and/or processes for ensuring cyber security;

3. To frame, devise and monitor detailed risk management plan and policy of the Company which shall include:

a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability(particularly ESG related risks),information, cyber security risks, or any other risk as may be determined by the Committee.

b. Measures for risk mitigation including systems and processes for internal control of identified risks.

c. Business Continuity Plan

4. To review and recommend potential risk involved in any new business plans and processes;

5. To review the Company’s risk-reward performance to align with the Company’s overall policy objectives;

6. Monitor and review regular updates on business continuity;

7. To seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

8. Advise the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy; and

9. Performing such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority.

10. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the company;

11. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

12. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

13. To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;

14. To review the appointment, removal, and terms of remuneration of the Chief Risk Officer (if any).

15. Coordination of activities with other committee, in instances where there is any overlap with the activities of such committees as per the framework laid down by the Board of Directors.

RESOLVED FURTHER THAT the quorum for a meeting of the Risk Management Committee shall either be two members or one-third of the members of the Risk Management Committee, whichever is greater, with at least one member of the board of directors in attendance.

RESOLVED FURTHER THAT the Risk Management Committee shall meet at least twice in a year and not more than 180 days shall lapse between any two consecutive meetings.

RESOLVED FURTHER THAT Mr. Sanjay Mehta, Managing Director and Mr. Puneet Pal Singh, Director of the Company be and are hereby severally authorized to do all such acts, things and deeds on behalf of the Company to effectively implement this resolution.

RESOLVED FURTHER THAT certified copies of this resolution be provided to those concerned under the hands of a Director or Company Secretary wherever required.”