Criteria of making payment of commission to Non-Executive Directors

As the Company’s operations expand in size, scale, and complexity, the substantial involvement of Non-Executive Directors and Independent Directors in providing strategic direction becomes increasingly crucial. They provide valuable guidance for its growth as active members of the Board and various Committees. Consequently, the role of Non-Executive/Independent Directors has undergone a significant qualitative transformation over a period of time. These highly qualified and experienced professionals dedicate considerable time to their responsibilities. The remuneration payable to each Non-Executive Director/Independent Director is based on the structure as determined by the Board/Shareholders, and is revised from time to time, depending on the individual’s contribution, the Company’s performance, and the provisions of relevant laws. If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Non- Executive/Independent Directors in accordance with the provisions of Schedule V of the Companies Act. The remuneration to the Non-executive Directors (including Independent Directors) may be paid within the monetary limit approved by the shareholders, subject to the limits as prescribed under the provisions of the Companies Act.

With the growth in size, scale and complexity of the Company’s operations and the level of involvement of the Non-Executive Directors and Independent Directors in the supervision and control of the Company and their guidance for the growth of the Company as Members of the Board and also as Chairman and Members of the Committees of the Board, the role of Non-Executive/ Independent Directors on the Board has undergone significant qualitative change and is expanding. They have to devote considerable time and they all are highly qualified and experienced professionals.

Hence the company pays commission to all Non-Executive Directors a total sum of Rs. 25 Lakhs per annum to be divided among all of them equally aside sitting fee of Rs. 25,000/- per meeting of Board, Rs. 20,000/- for Audit Committee and Rs. 15,000/- for other Committees.

Terms and conditions of appointment of independent directors

Mr. K Durga Prasad

Mr. GP Kundargi

Mr. A Indra Kumar

Ms. B Shanti Sree