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

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

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

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

The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the
Committee.

Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

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2.

3,
4.

Hiroo Mirchandani; Chairman
Murali Sivaraman;
Anish Kumar Saraf; and

Atul Gupta

The Nomination and Remuneration Committee was constituted by a meeting of the Board held on February 11, 2009 (as the
Compensation Committee) and was re-constituted by a meeting of the Board held on July 5, 2021. The terms of reference of
the Nomination and Remuneration Committee was last revised on November 22, 2021. The scope and function of the
Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act and Regulation 19 of the
Listing Regulations. The terms of reference of the Nomination and Remuneration Committee include:

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10.

11.

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

Formulating of criteria for evaluation of the performance of the independent directors and the Board;

Devising a policy on Board diversity;

Identifying persons who qualify to become directors or who may be appointed in senior management in accordance
with the criteria laid down, recommending to the Board their appointment and removal, and carrying out evaluations

of every director’s performance;

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;

Analysing, monitoring and reviewing various human resource and compensation matters;

Determining the company’s policy on specific remuneration packages for executive directors including pension rights
and any compensation payment, and determining remuneration packages of such directors;

Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary),
which shall be market-related, usually consisting of a fixed and variable component;

Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in
accordance with applicable laws;

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) Regulations, 2014, as amended;

Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in
India or overseas, including:

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