Paras Healthcare Ltd Directors Report

The Articles of Association require that our Board shall comprise not more than 15 Directors. As on the date of filing this Draft Red Herring Prospectus, we have seven Directors on our Board, of whom, two are Executive Directors, five are Non-Executive Directors, of which three are Independent Directors (including one woman independent director). Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof.

The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:

Name, designation, date of birth, address, occupation, current term, period of directorship and DIN	Age (years)	Other directorships
Saurabh Sood	54	Indian Companies:
Designation: Chairman and Non-Executive Director Date of birth: October 6, 1969		Public limited companies NIL
Address: House No. G-214, Ansals Palam Vihar,		Private limited companies
Cartarpuri Alias Daulatpur, Nasirabad (63, Gurgaon), Carterpuri, Haryana 122 017, India		1. Gatx India Private Limited
Occupation: Professional		Foreign Companies:
Current term: Liable to retire by rotation		NIL
Period of directorship: Director since February 1, 2024 DIN: 03205955
Dr. Dharminder Kumar Nagar	54	Indian Companies:
Designation: Managing Director		Public limited companies
Date of birth: January 1, 1970		NIL
Address: Dharmvati Niwas, 6A Link Road, DLF Chattar		Private limited company
Pur Farms, Chattar Pur, South Delhi, Delhi - 110 074, India		NIL
Occupation: Services		Foreign Companies:
Current term: For a period of five years with effect from April 1, 2022 (liable to retire by rotation) Period of directorship: Director since August 16, 2003		NIL
DIN: 00332135
Dr. Kapil Garg	53	Indian Companies:
Designation: Whole-time Director		Public limited companies
Date of birth: August 27, 1970		NIL
Address: House No 1933, Sector No 28, Faridabad,		Private limited companies
Sector 29, Haryana 121 008, India		NIL
Occupation: Doctor		Foreign Companies:
Current term: For a period of five years with effect from April 1, 2023 (liable to retire by rotation)		NIL
Name, designation, date of birth, address,	Age	Other directorships
occupation, current term, period of directorship and DIN	(years)
Period of directorship: Director since March 21, 2015
DIN: 01475972
Kabir Thakur	43	Indian Companies:
Designation: Non-Executive Director (nominee of		Public limited companies
Commelina Ltd)		1. Sapphire Foods India Limited; and
Date of birth: September 1, 1980		2. Shriji Polymers (India) Limited.
Address: 2nd Floor, Anmol, 13th Road, Khar (West),		Private limited company
Mumbai, Maharashtra - 400 052, India		1. Cavinkare Private Limited;
Occupation: Finance		2. Ivalue Infosolutions Limited; and 3. Accumax Lab Devices Private
Current term: Not liable to retire by rotation		Limited.
Period of directorship: Director since August 17, 2021		Foreign Companies:
DIN: 08422362		NIL
Nakul Anand	67	Indian Companies:
Designation: Independent Director		Public limited companies
Date of birth: November 5, 1956		NIL
Address: 231 First Floor, Vasant Kunj, House of Paree		Private limited companies
Mall Road, Vasant Kunj, South West Delhi, Delhi 110 070, India		1. TSWL Orchestrating Service Private
		Limited; and
Occupation: Service		2. Regen XP Private Limited
Current term: For a period of five years with effect from February 1, 2024, not liable to retire by rotation		Foreign Companies:
Period of directorship: Director since February 1, 2024		NIL
DIN: 00022279
Upendra Prasad Singh	61	Indian Companies:
Designation: Independent Director		Public limited companies
Date of birth: October 10, 1962		1. Jindal Ferrous Limited; and 2. Sarda Energy & Minerals Limited
Address: Flat no - 6142, Maple Tower, Parx Laureate, Sector-108, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201 304, India		Private limited companies
		1. Paras Healthcare (Ranchi) Private
Occupation: Retired IAS officer		Limited
Current term: For a period of five years with effect from June 12, 2024, not liable to retire by rotation		Foreign Companies:
		NIL
Period of directorship: Director since June 12, 2024
DIN: 00354985
Usha Rajeev	60	Indian Companies:
Designation: Independent Director		Public limited companies*
Date of birth: October 12, 1963		1. Elantas Beck India Limited
Address: LGG-126A The Laburnum, Sushant Lok - 1, Sector 28, Galleria DLF-IV, Farrukhnagar, Gurgaon -		Private limited companies
122 009, Haryana, India		NIL
Occupation: Self employed		Foreign Companies:
Current term: For a period of five years with effect from June 12, 2024, not liable to retire by rotation		NIL
Period of directorship: Director since June 12, 2024 DIN: 05018645

* Carborundum Universal Limiteds annual general meeting was held on July 30, 2024 to approve the appointment of Usha Rajeev as an independent director of Carborundum Universal Limited with effect from August 1, 2024.

Brief profiles of our Directors:

Saurabh Sood is the Chairman and Non-Executive Director on the Board of our Company. He holds a bachelor of arts (honours) degree in economics from Shri Ram College of Commerce, University of Delhi and has completed an advanced management program from Harvard Business School, USA. He has been an associate of the Institute of Chartered Accountants of India since 1996. He has several years of experience in the field of business management. He was previously associated with Lazard India Private Limited, GE Capital Services India and Pricewater House Coopers Pvt. Ltd. He has been associated with the GATX India Private Limited as the president and managing director since 2011.

Dr. Dharminder Kumar Nagar is the Managing Director on the Board of our Company. He holds a bachelor of medicine and bachelor of surgery degree from the University of Mysore, a master of philosophy in hospital and health systems management from the Birla Institute of Technology & Science, Pilani and is also registered with the Medical Council of India. He has also completed a course on managing healthcare delivery from Harvard Business School, USA. He has been associated with our Company since 2003 and has over 20 years of experience in the healthcare industry. He currently chairs the regional committee on healthcare at Confederation of Indian Industry Northern Region Council.

Dr. Kapil Garg is a Whole-time Director on the Board of our Company and, additionally, holds the position of Director - Strategy and Business Intelligence in our Company. He holds a bachelor of medicine and bachelor of surgery degree from the Punjabi University, Patiala and a post graduate diploma in hospital and health management from the Indian Institute of Health Management Research, Jaipur. He has been associated with our Company since 2012. He has over 21 years of experience in the healthcare industry. Prior to joining our Company, he was associated with Escorts Hospital & Research Centre, Escorts Limited as a medical officer, Indian Hospitals Corporation Limited (Apollo Hospitals Group), Medsource Healthcare Private Limited as a chief operations officer, Fortis Heathworld Limited as the head institutional business, Indraprastha Medical Corporation Limited as a senior general manager - ambulatory care and Columbia Asia Hospitals Private Limited as a general manager - corporate affairs.

Kabir Thakur is a Non-Executive Director (nominee of Commelina Ltd) on the Board of our Company. He has passed the final examinations for bachelors in commerce degree and master of management studies degree, each from the University of Mumbai. He has over 18 years of experience in the field of investment and private equity. He was previously associated with ChrysCapital Group as a director. He is currently the managing partner of CR Advisors LLP.

Nakul Anand is an Independent Director on the Board of our Company. He holds a bachelor of arts degree in economics (honours) from University of Delhi. He has over 44 years of experience in the fast-moving consumer goods industry. He was previously associated with ITC Limited as an executive director. He was also the president of Hotel Association of India.

Upendra Prasad Singh is the Independent Director on the Board of our Company. He holds a bachelor of technology degree in mechanical engineering from Indian Institute of Technology, Kanpur. He is a retired Indian Administrative Services officer. He has over 37 years of experience in the field of administration. He was previously associated with Ministry of Textiles, Government of India as the secretary, Ministry of

Jalshakti, Government of India as the secretary, Ministry of Petroleum and Natural Gas, Government of India as the additional secretary, Ministry of Steel, Government of India as the joint secretary, Department of Agriculture and Farmers Empowerment, Government of Odisha as the principal secretary, Commerce and Transport Department, Government of Odisha as the transport commissioner, Department of Finance and Company Affairs, Ministry of Finance, Government of India as a director and has been the district collector and district magistrate of Balangir district, Odisha.

Usha Rajeev is the Independent Director on the Board of our Company. She holds a bachelors degree in commerce (honours course) from University of Delhi. She is a fellow of the Institute of Chartered Accountants of India and graduate of the Institute of Cost and Works Accountants of India. She has over 29 years of experience in auditing and accounting. She was previously associated with Price Waterhouse & Affiliates Firms(s) as a partner.

Details of directorship in suspended or delisted companies

None of our Directors are or were directors of any listed company, whose shares have been or were suspended from being traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus, during the term of their directorship in such company.

Further, none of our Directors are, or were, a director of any listed company, which has been or was delisted from any stock exchange during the term of their directorship in such company.

Relationships amongst our Directors, Key Managerial Personnel or Senior Management

None of our Directors are related to each other, nor are any of our Directors related to any of our Key Managerial Personnel or Senior Management.

Arrangement or understanding with major Shareholders, customers, suppliers or others

Except for Kabir Thakur, who is a nominee of Commelina Ltd, pursuant to the Investment and Share Purchase Agreement dated July 6, 2017 entered into amongst our Company, Dr. Dharminder Kumar Nagar and Commelina Ltd as amended by the addendum dated July 13, 2017 read with the Waiver Letter dated March 28, 2024 and the Waiver Cum Amendment dated July 25, 2024, none of our Directors have been appointed on our Board pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others. For further details, see "History and Certain Corporate Matters - Details of shareholders agreements" on page 241.

Service contracts with Directors

Our Company has not entered into any service contracts with our Directors which provide for benefits upon the termination of their employment.

Borrowing Powers

In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant to a special resolution of our Shareholders dated July 25, 2024, our Board is authorised to borrow from various banks / financial institutions, provided that the total amount outstanding at any point of time shall not exceed Rs. 10,000 million.

Terms of appointment of our Directors

a) Terms of employment of our Executive Directors

i) Dr. Dharminder Kumar Nagar, Managing Director

Dr. Dharminder Kumar Nagar has recently been re-appointed as the Managing Director on the Board of our Company pursuant to the resolution passed by our Board and by our Shareholders, each, on September 30, 2022 for a period of five years with effect from April 1, 2022 and pursuant to the resolutions passed by our Board on July 22, 2024 and by our Shareholders on July 25, 2024, is liable to retire by rotation (for the remainder of his term with effect from April 1, 2024 till March

31, 2027). The details of his remuneration (effective from April 1, 2024 till March 31, 2027) and other terms of employment in accordance with the (i) resolutions passed by our Board on July 22, 2024 and by Shareholders on July 25, 2024 (in partial modification of the resolutions passed by our Board and Shareholders, each on September 30, 2022); and (ii) employment agreement entered by Dr. Dharminder Kumar Nagar with our Company dated July 11, 2017, as amended, on October 20, 2021 are enumerated below:

Basic salary	Rs. 2.30 million per month
House rent allowance ("HRA") and allowances	Rs. 2.19 million per month
Retirement benefits	Rs. 0.11 million per month
Other benefits and payments	• Reimbursement of expenses actually and properly incurred by Dr. Dharminder Kumar Nagar for the business of our Company • Company maintained cars

ii) Dr. Kapil Garg, Whole-time Director

Dr. Kapil Garg has recently been re-appointed as the Whole-time Director on the Board of our Company pursuant to the resolution passed by our Board on March 1, 2023 , for a period of five years with effect from March 1, 2023 and pursuant to the resolutions passed by our Board on July 22, 2024 and by our Shareholders on July 25, 2024, is liable to retire by rotation (for the remainder of his term with effect from April 1, 2024 till March 31, 2028). The details of his remuneration (effective from April 1, 2024 till March 31, 2027) and other terms of employment in accordance with the (i) resolutions passed by our Board and Shareholders on July 22, 2024 and July 25, 2024 (in partial modification of the resolution passed by our Board on March 1, 2023); and (ii) employment agreement entered by Dr. Kapil Garg with our Company dated July 20, 2017, read with the appraisal letter dated July 31, 2023 are enumerated below:

Basic pay	Rs. 0.44 million per month
Perquisites and allowance	Rs. 0.32 million per month
Performance linked incentive	Rs. 0.14 million per month
Retirement benefits	Rs. 0.12 million per month
Other benefits and payments	Reimbursement of expenses actually and properly incurred by Dr. Kapil Garg for the business of our Company, medical reimbursement, car lease amount, contribution to provident fund, gratuity and other benefits.

b) Sitting fees and remuneration to Independent Directors

Pursuant to a resolution of our Board dated July 22, 2024, our Independent Directors are entitled to receive sitting fees of Rs. 0.1 million for attending each meeting of our Board, Rs. 0.1 million for attending each meeting of the Audit Committee and Nomination and Remuneration Committee and Rs. 0.05 million for attending each meeting of the Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders Relationship Committee.

In addition to the above sitting fees, pursuant to a resolution of our Board dated July 22, 2024 and a resolution of our Shareholders dated July 25, 2024, two of our Independent Directors, Nakul Anand and Usha Rajeev shall be entitled to receive a fixed remuneration of Rs. 1.5 million, per annum, on a quarterly pro-rata basis, over and above the sitting fees they are entitled to.

Payments or benefits to our Directors

a) Executive Directors

The table below sets forth the details of the remuneration (including salaries and perquisites) paid to our Executive Directors for Fiscal 2024:

Sr. No. Name of the Executive Director	Remuneration for Fiscal 2024 (in Rs. million)
1. Dr. Dharminder Kumar Nagar	53.77
2. Dr. Kapil Garg	10.96

b) Non-Executive Directors and Independent Directors

The table below sets forth the details of the remuneration (including sitting fees and commission, to the extent applicable) paid to our Non-Executive Directors and our Independent Directors for Fiscal 2024:

Sr. No. Name of the Director	Remuneration for Fiscal 2024 (in Rs. million)
1. Kabir Thakur (nominee of Commelina Ltd)	Nil
2. Saurabh Sood	0.33*
3. Nakul Anand	Nil
4. Upendra Prasad Singh	Nil#
5. Usha Rajeev	Nil#

*Out of the total remuneration paid to Mr. Saurabh Sood for Fiscal 2024, Rs.0. 15 million has been paid to him in his capacity as our erstwhile independent director for the period prior to his appointment as a Non-Executive Director on February 1, 2024.

#Upendra Prasad Singh and Usha Rajeev have been appointed as Independent Directors of our Company in Fiscal 2025.

Contingent and deferred compensation payable to the Directors

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to the Directors, which does not form part of their remuneration.

Remuneration paid or payable to the Directors by Subsidiaries or associate company

None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from our Subsidiaries in Fiscal 2024. Further, as on the date of this Draft Red Herring Prospectus, our Company does not have any associate company.

Bonus or profit-sharing plan for our Directors

Except to the extent of performance linked bonus derived by our Whole-time Director, Dr. Kapil Garg, in accordance with the terms of his employment, our Company does not have any performance linked bonus involving any of our Directors. Further, our Company does not have any profit-sharing plan in which our Directors have participated.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares.

The table below sets forth details of Equity Shares held by the Directors as on date of this Draft Red Herring Prospectus:

Name	Number of Equity Shares	Percentage of the preOffer paid up share capital (%)	Percentage of the postOffer paid up share capital (%)*
Dr. Dharminder Kumar Nagar	73,519,238	75.32
Dr. Kapil Garg	20	Negligible

* To be updated at the Prospectus Stage.

Shareholding of our Directors in Subsidiaries

None of our Directors have any shareholding in our Subsidiaries.

Interest of Directors

Certain of our Directors may be deemed to be interested to the extent of sitting fees and commission, if any, payable to them for attending meetings of our Board or a committee thereof, as well as to the extent of other remunerations, commission and reimbursement of expense, if any, payable to them by our Company and to the extent of remuneration paid to them for services rendered as an officer or employee of our Company. For further details, see " - Payments or benefits to our Directors" on page 248.

Our Directors may also be deemed to be interested to the extent of Equity Shares as disclosed in Shareholding of our Directors in our Company" on page 249, (together with dividends and other distributions in respect of such Equity Shares), held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or held by their relatives

Except for Dr. Dharminder Kumar Nagar, none of our Directors are interested in the promotion of our Company.

Our Directors may also be deemed to be interested to the extent of any directorships held by them in our Subsidiaries.

Except for Dr. Dharminder Kumar Nagar, who is the Promoter Selling Shareholder, none of our Directors have any existing or anticipated transaction whereby our Directors will receive any portion of the proceeds from the Offer.

Our Directors do not have any interest in any property acquired or proposed to be acquired by our Company.

Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus.

Except in the ordinary course of business and as disclosed in "Restated Consolidated Financial Information - Note 34 - Related parties disclosures at page 316, our Directors do not have any other business interest in our Company.

None of our Directors have availed loans from our Company.

Other confirmations

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become or to help any of them qualify as a Director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company.

Changes to our Board in the last three years

Except as mentioned below, there have been no changes in our Directors in the last three years:

Name	Designation (at the time of appointment / change in designation / cessation)	Date of appointment / change in designation / cessation	Reason
Ramesh Abhishek	Independent Director	July 12, 2024	Resignation due to personal commitments
Usha Rajeev(1)	Additional Director	June 12, 2024	Appointment
Upendra Prasad Singh(2)	Additional Director	June 12, 2024	Appointment
Nakul Anand(3)	Additional Director	February 1, 2024	Appointment
Saurabh Sood(4)	Additional Director	February 1, 2024	Appointment
Saurabh Sood	Independent Director	January 31, 2024	Resignation under Section 168 of the Companies Act, 2013
Veer Singh Mehta	Non-Executive Director	January 31, 2024	Resignation under Section 168 of the Companies Act, 2013
Kabir Thakur (nominee of Commelina Ltd)(5)	Additional Director	August 17, 2021	Appointment
Narayan Anand	Non-Executive Director	August 17, 2021	Resignation under Section 168 of

(1) The appointment of Usha Rajeev was regularized and was appointed as an Independent Director pursuant to a resolution passed at the AGM held on June 20, 2024.

(2) The appointment of Upendra Prasad Singh was regularized and was appointed as an Independent Director pursuant to a resolution passed at the AGM held on June 20, 2024.

(3) The appointment of Nakul Anand was regularized and was appointed as an Independent Director pursuant to a resolution passed at the EGM held on June 4, 2024.

(4) The appointment of Saurabh Sood was regularized and was appointed as a Non-Executive Director pursuant to a Shareholders resolution passed at the EGM held on June 4, 2024.

(5) The appointment of Kabir Thakur was regularized and was appointed as a Non-Executive Director pursuant to a Shareholders resolution passed at the AGM held on October 19, 2021.

Corporate Governance

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable requirements for corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those pertaining to the constitution of the Board and committees thereof.

Committees of our Board

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following Board committees:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders Relationship Committee;

(d) Corporate Social Responsibility Committee; and

(e) Risk Management Committee.

For purposes of the Offer, our Board has also constituted an IPO Committee.

(a) Audit Committee

The Audit Committee was constituted by a resolution of our Board dated June 28, 2023 and was reconstituted by our Board on July 18, 2024. It is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The current constitution of the Audit committee is as follows:

Name of Director	Position in the Committee	Designation
Usha Rajeev	Chairperson	Independent Director
Kabir Thakur	Member	Non-Executive Director (nominee of Commelina Ltd)
Nakul Anand	Member	Independent Director
Upendra Prasad Singh	Member	Independent Director

The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:

(i) The Audit Committee shall have powers, which should include the following:

(a) To investigate any activity within its terms of reference;

(b) To seek information from any employee of the Company;

(c) To obtain outside legal or other professional advice;

(d) To secure attendance of outsiders with relevant expertise if it considers necessary; and

(e) Such powers as may be prescribed under the Companies Act, the SEBI Listing Regulations and other applicable laws.

(ii) The role of the Audit Committee shall include the following:

(a) Oversight of the Companys financial reporting process, examination of the financial statements and the auditors report thereon and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

(b) Recommendation to the board of directors for appointment, re-appointment and replacement, removal, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor, or any other external auditor, of the Company and the fixation of audit fees;

(c) Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

(d) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

(i) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(ii) Changes, if any, in accounting policies and practices and reasons for the same;

(iii) Major accounting entries involving estimates based on the exercise of judgment by the management of the Company;

(iv) Significant adjustments made in the financial statements arising out of audit findings;

(v) Compliance with listing and other legal requirements relating to financial statements;

(vi) Disclosure of any related party transactions; and

(vii) Qualifications / modified opinion(s) in the draft audit report.

(e) Reviewing, with the management, the quarterly, half yearly and annual financial statements before submission to the Board for approval;

(f) Approval of the disclosure of the key performance indicators to be disclosed in the offer documents in relation to the initial public offering of the equity shares of the Company;

(g) Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter;

(h) Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

(i) Formulating a policy on related party transactions, which shall include materiality of related party transactions;

(j) Approval or any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

(k) Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

(l) Scrutiny of inter-corporate loans and investments;

(m) Valuation of undertakings or assets of the company, wherever it is necessary;

(n) Evaluation of internal financial controls and risk management systems;

(o) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(p) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(q) Discussion with internal auditors of any significant findings and follow up there on;

(r) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

(s) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(t) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(u) Reviewing the functioning of the whistle blower mechanism;

(v) Approval of the appointment of the Chief Financial Officer of the Company ("CFO") (i.e., the whole-time finance director or any other person heading the finance function or discharging that function and who will be designated as the CFO of the Company) after assessing the qualifications, experience and background, etc., of the candidate;

(w) Carrying out any other functions as provided under or required to be performed by the audit committee under the provisions of the Companies Act, the SEBI Listing Regulations and other applicable laws;

(x) To formulate, review and make recommendations to the Board to amend the Audit Committee charter from time to time;

(y) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

(z) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

(aa) Reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as per the SEBI Listing Regulations;

(bb) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and

(cc) Such roles as may be specified by the Board from time to time or prescribed under the Companies Act, the SEBI Listing Regulations or other applicable laws.

(iii) The Audit Committee shall mandatorily review the following information:

(a) Management discussion and analysis of financial condition and results of operations;

(b) Management letters/letters of internal control weaknesses issued by the statutory auditors of the

Company;

(c) Internal audit reports relating to internal control weaknesses;

(d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee;

(e) Statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and

ii. annual statement of funds utilised for purposes other than those stated in the issue document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations; and

(f) Review the financial statements, in particular, the investments made by any unlisted subsidiary.

The Company Secretary of our Company shall serve as the secretary of the Audit Committee.

The Audit Committee is required to meet at least four times in a year under Regulation 18(2)(a) of the SEBI Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

(b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by a resolution of our Board dated July 18, 2024. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The current constitution of the Nomination and Remuneration Committee is as follows:

Name of Director	Position in the Committee	Designation
Nakul Anand	Chairperson	Independent Director
Saurabh Sood	Member	Non-Executive Director
Usha Rajeev	Member	Independent Director

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as follows:

(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

(b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may:

(i) use the services of any external agencies, if required;

(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(iii) consider the time commitments of the candidates.

(c) Formulation of criteria for evaluation of performance of independent directors and the Board;

(d) Devising a policy on Board diversity;

(e) Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommending to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

(f) Determining the Companys policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

(g) Recommending to the Board the remuneration, in whatever form, payable to the senior management personnel and other staff (as deemed necessary);

(h) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

(i) Performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

(j) Administering the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan ("ESOP Scheme") including the following:

(i) determining the eligibility criteria and selection of employees to participate under the ESOP Scheme;

(ii) determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;

(iii) date of grant;

(iv) determining the exercise price of the option under the ESOP Scheme;

(v) the conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct;

(vi) the exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;

(vii) the specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee;

(viii) the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;

(ix) re-pricing of the options which are not exercised, whether or not they have been vested if stock option are rendered unattractive due to fall in the market price of the equity shares;

(x) the grant, vesting and exercise of option in case of employees who are on long leave;

(xi) the vesting and exercise of option in case of grantee who has been transferred or whose services have been seconded to any other entity within the group at the instance of the Company;

(xii) allowing exercise of unvested options on such terms and conditions as it may deem fit;

(xiii) the procedure for cashless exercise of options;

(xiv) forfeiture/ cancellation of options granted;

(xv) arranging to get the shares issued under the ESOP Scheme listed on the stock exchanges on which the equity shares of the Company are listed or maybe listed in future.

(xvi) formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration:

1. the number and the price of the option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action;

2. for this purpose, global best practices in this area including the procedures followed by the derivative markets in India and abroad may be considered; and

3. the vesting period and the life of the option shall be left unaltered as far as possible to protect the rights of the employee who is granted such option.

(k) Construing and interpreting the ESOP Scheme in accordance with its terms and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme;

(l) Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

(m) Engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

(n) Such terms of reference as may be prescribed under the Companies Act, the SEBI Listing Regulations, or other applicable laws.

The Nomination and Remuneration Committee is required to meet at least once in a year under Regulation 19(3A) of the SEBI Listing Regulations.

The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members of the committee, whichever is greater, including at least one independent director.

(c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by a resolution of our Board dated July 18, 2024. The Stakeholders Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders Relationship Committee is as follows:

Name of Director	Position in the Committee	Designation
Upendra Prasad Singh	Chairperson	Independent Director
Dr. Kapil Garg	Member	Whole-time Director
Kabir Thakur	Member	Non-Executive Director (nominee of Commelina Ltd)

The scope and function of the Stakeholders Relationship Committee is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms of reference are as follows:

(a) Redressal of all security holders and investors grievances including complaints related to transfer/transmission of shares, non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of declared dividends, non-receipt of annual reports, issue of new/duplicate certificates, etc., and assisting with quarterly reporting of such complaints;

(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

(d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and rematerialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

(e) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

(f) Reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services; and

(g) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act, the SEBI Listing Regulations, or any other applicable laws.

The Stakeholders Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of the SEBI Listing Regulations.

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by a resolution of our Board dated May 26, 2014 and was re-constituted by our Board on July 18, 2024. The current constitution of the Corporate Social Responsibility Committee is as follows:

Name of Director	Position in the Committee	Designation
Dr. Dharminder Kumar Nagar	Chairperson	Managing Director
Dr. Kapil Garg	Member	Whole-time Director
Upendra Prasad Singh	Member	Independent Director

The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135

of the Companies Act, 2013. Its terms of reference are as follows:

(a) To formulate and recommend to the board, a corporate social responsibility policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

(b) To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

(c) To recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

(d) To formulate the annual action plan of the Company;

(e) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;

(f) To review and monitor the implementation of corporate social responsibility policy, corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes; and

(g) To perform such other duties and functions as the Board may require the corporate social responsibility committee to undertake to promote the corporate social responsibility activities of the Company and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies Act, as amended or other applicable laws.

(e) Risk Management Committee

The Risk Management Committee was constituted by a resolution of our Board dated June 28, 2023, and was re-constituted by our Board on July 18, 2024. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations. The current constitution of the Risk Management Committee is as follows:

Name of Director	Position in the Committee	Designation
Saurabh Sood	Chairperson	Non-Executive Director
Dr. Kapil Garg	Member	Whole-time Director
Kabir Thakur	Member	Non-Executive Director (nominee of Commelina Ltd)
Nakul Anand	Member	Independent Director
Usha Rajeev	Member	Independent Director
Dilip Bidani	Member	Group Chief Financial Officer
Dr. Santy N Sajan	Member	Group Chief Operating Officer

The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee shall be responsible for, among other things, the following:

(a) To formulate a detailed risk management policy, which shall include:

i. A framework for identification of internal and external risks specifically faced by the Company, 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;

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

iii. Business continuity plan.

(b) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

(c) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

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

(e) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

(f) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee;

(g) To perform such other activities as may be delegated by the board of directors and/or prescribed under any law to be attended to by the Risk Management Committee.

The Risk Management Committee is required to meet at least twice in a year under Regulation 21(3A) of the SEBI Listing Regulations.

The quorum for a meeting of the Risk Management Committee shall be two members or one third of the members of the committee, whichever is higher, including at least one member of the Board in attendance.