Introduction

The Company considers human resources as its invaluable assets. This policy on Nomination & Remuneration of Directors. Key Managerial Personnel (KMP) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the listing agreement in order to equitable remuneration to Directors, Key Managerial Personnel (KMP) and employees of the Company and to harmonize the aspirations of human resources consistent with the goals of the Company.

Objective

The key objectives of the Committee would be:

(a) To guide the board in relation to appointment and removal of Directors, Key Managerial Personnel and senior management.

(b) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation.

(c) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and senior management

Definitions

• “Board” means Board of Directors of the Company.

• “Company” means Sophia Exports Limited.

• “Independent Director” means a director referred to in Section 149 (6) of the Companies Act, 2013.

• “Key Managerial Personnel” means

(i) CEO or the Manager or the Managing Director of the Company

(ii) Company Secretary

(iii) Whole- Time Director

(iv) CFO

(v) Such other officer as may be prescribed

• Nomination & Remuneration Committee” shall mean a Committee of the Board of Directors of the company, constituted in accordance with the provision of Section 178 of the Companies Act, 2013 and the Listing Agreement.

• “Policy or this Policy” means Nomination & Remuneration Policy.

• “Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisite as defined under the Income- Tax Act, 1961.

• “Senior Management” mean personnel of the Company who are the members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.

Policy For Appointment Of DirectorsS, KMPs, And Senior Management

Appointment Criteria and qualification

1. The committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level recommend to the Board his/her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

Term/Tenure

1. Managing Director/Whole- Time Director/Manager (Managerial personnel):- The Company shall appoint or reappoint any person as its Managerial Person for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of the term.

2. An Independent Director shall hold office for a term up to five consecutive years on the board of the Company and will be eligible for re-appointment on passing of special resolution by the Company and such appointment in the board’s Report. No independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

3. A whole- Time KMP of the company shall not hold office in more than one Company except in its subsidiary company at the same time.

Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and senior management at regular interval

Policy Realting To Remuneration For Directors, KMPs And Other Employees

General

1. The remuneration / compensation / commission etc. to Directors will be determined by the Committee and recommended to the Board for approval.

2. The remuneration & commission paid to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.