Northlink Fiscal & Capital Services Ltd Directors Report

To

The Members,

Northlink Fiscal and Capital Services Limited

The Directors of your Company have the pleasure in presenting the 30^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2024.

INDIAN ACCOUNTING STANDARDS (IND-AS)

As mandated by the Ministry of Corporate Affairs (MCA), The Financial Statements from the year ended March 31, 2020 onwards has been prepared in accordance with INDIAN ACCOUNTING STANDARDS (IND AS), notified under Section 133 of the Companies Act, 2013 read with the relevant rules as amended from time to time and the other recognized accounting practices and policies to the extent applicable. These financial statements are prepared under Ind AS.

FINANCIAL RESULTS

Particulars	2023-24	2022-23
Total Income (Operating and other income)	5,034.47	5,014.44
Total Expenses	5,982.24	4,611.78
Less: Depreciation	(1062.60)	(516.12)
Profit/(Loss) for the year after depreciation before Tax and exceptional and extra ordinary items	(947.77)	402.65
Less: Exceptional and extra ordinary items	---	--
Profit/ (Loss) before Tax	(947.77)	402.65
Less :- Current Tax	---	(84.17)
:- Adjustment of Deferred Tax	(570.14)	(264.43)
Profit/(Loss) after Tax	(1,517.91)	582.90

The Financial Performance of your company for the year ended 31^st March 2024 is summarized below: (Amount in ‘000)

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the year under review, your companys operating and other income was Rs. 50,34,471.58/- (previous year Rs. 50,14,441/-). The company has incurred losses of Rs. 15,17,907.16 as compared to previous year profit after tax of Rs. Rs. 5,82,902.31.

INFORMATION ON STATE OF COMPANYS AFFAIRS

The Company was incorporated in the year 1994 and started its commercial operations on 30.12.1994. The Company is a NBFC registered with Reserve Bank of India vide Certificate No.06.00130 dt.09.09.1998 issued by Reserve Bank of India, Chandigarh.

Fiscal and Capital Services Ltd. —

DIVIDEND

During the year under review, management has not recommended any dividend for the year ended 31^st March 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

During the year under review, the company has incurred losses and could not transferred 20% of its profit to Statutory Reserves as per Section 45-IC of Reserve Bank of India Act, 1934.

CHANGES IN SHARE CAPITAL

There was no change in the share capital of the company during the year under review. Authorized Share Capital as at 31^st March, 2023 was Rs. 5.50 Cr and paid up capital as at 31^st March, 2024 was Rs. 5.25 Cr. During the year 2023-24 under review, your Company has not issued any share including sweat equity or ESOP and/or Convertible Debentures.

CORPORATE SOCIAL RESPONSIBILITY

Section 135 of Companies Act, 2013 in respect of the provisions of Corporate Social Responsibility (CSR) is not applicable to the company during the year under review.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Company being a NBFC, provisions of Section186 of the Companies Act, 2013 does not applicable except provision (1), which states company cannot invest in more than two layers of investment company. Details regarding loans, investment and guarantees provided in the notes of accounts of financial statements attached with this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to Section 197(12) of the Act, read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company required to disclose information related to remuneration paid during the year. The detailed information in this regard is annexed to this report as "Annexure I".

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Board of Directors of the company has adopted Related Party Transaction Policy and same is available on the following link

http://www.northlink.co.in/policy-on-dealing-with-the-related-party-transactions.pdf

Further all the necessary details of transactions entered with the related parties as defined under Section 188 of the Companies Act, 2013 and related party defined under Section 2 (76) of the said Act are attached herewith in Form No. AOC-2 for your kind perusal and information as "Annexure II".

Fiscal and Capital Services Ltd. —

ANNUAL RETURN

In accordance with the requirements under section 92(3) and section 134(3)(a) of the Actand the applicable rules, the Annual Return as on March 31, 2023 is available on the website of the Company at the link: http://northlink.co.in/mgt-7-31-03-2024.pdf

AUDITORS OF THE COMPANY

a) Statutory Auditors

At the 29^th Annual General Meeting of the company held on 30^th September, 2024 M/s K R Aggarwal & Associates, Chartered Accountants, Ludhiana, (FRN 030088N), were appointed as Statutory Auditors of the company to hold the office till the conclusion of 34^th AGM of the company in terms of provisions of section 139(1) of the Companies Act, 2013. As per <CA Circular, their appointment need not to be ratified I every AGM. Hence, the requisite resolution doesnt form part of the AGM Notice.

Further, the outgoing Statutory Auditors of the Company have submitted Auditors Report on the accounts of the Company for the financial year ended 31^st March, 2024. The Auditors Report is self-explanatory and therefore do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in Practice, in the prescribed form.

The Board had appointed M/s Jatin Singal & Associates, Practicing Company Secretary, as Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Auditor of the Company have submitted their Report in Form MR-3 as required under Section 204, of the Companies Act, 2013 for the financial year ended 31^st March, 2024. The Report form part of this report as "Annexure-III". The Auditor Report is self-explanatory, therefore does not requires any comments from the board.

c) Internal Auditor

The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee of Board. Sh. Umesh Sharma has been appointed as an Internal Auditor of the company under section 138 of Companies Act, 2013 to conduct internal audit of functions and activities of the company.

COST RECORDS

As your Company is not a manufacturing company, the cost records are not required to be maintained by your Company pursuant to an order passed by the Central Government.

DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITORS REQUIRED UNDER SECTION 148 (12) OF COMPANIES ACT, 2013.

Fiscal and Capital Services Ltd.

During the year under review, the Statutory Auditors have mentioned that no fraud by its officers or employees of the Company has been noticed or reported during the year.

CHANGES IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134(3) (l) OF THE COMPANIES, ACT 2013

No material changes and commitments have taken place between the end of the financial year of the Company to which Balance Sheet relates and date of report, which affects the financial position of the Company.

INVESTOR SERVICES

The Company is committed to provide the best services to the shareholders/ investors. M/s Skyline Financial Services Private Limited, New Delhi is working as Registrars and Share Transfer Agents (RTA) of the Company for transfer, dematerialization of shares and other investor related services. No correspondence/enquiry from any shareholder/ investor is pending with the company for reply.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,

2013 in respect of conservation of energy and technology absorption has not been furnished considering the nature of activities undertaken by the company during the year under review.

There are no foreign exchange earnings.

DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Holding/Subsidiary/Joint Venture or Associate companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Articles of Association of the Company, Ms. Shamli Madia, Chairperson cum Managing Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, she offered herself for re- appointment.

The Board of Directors recommended her appointment for consideration of the members at the ensuing annual general meeting.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149 OF THE COMPANIES ACT, 2013

Presently, the Company has two Independent Directors namely, Sh. Bharat Soni & Sh. Inderjit Singh Jassal who has given declaration that they meet the eligible criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

NUMBER OF MEETINGS

During the Financial year 2023-24, 7 Meetings of Board of Directors and 4 Meetings of Audit Committee, 1 Meeting of the Stakeholders Relationship Committee and 2 Meetings of Nomination and Remuneration Committee of the company were held. Detailed information about the meetings is given in Corporate Governance Report, which forms thepart of Annual Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

RISK MANAGEMENT POLICY

The policy establishes the process for the management of risk faced by the Company. The aim of risk management is to maximize opportunities in all activities and to minimize adversity. This policy applies to all activities and processes associated with the normal operations of Northlink Fiscal and Capital Services Limited. Risk Management Policy is designed to avoid events, situations or circumstances which may lead to negative consequences on the Companys Businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all Business divisions and corporate actions. Key business risks and their mitigation are considered in the Annual/Strategic Business Plans and in the periodic Management Reviews.

EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEE AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF THE COMPANIES ACT, 2013

Pursuant to the above said provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, directors individually as well as the evaluation of the Committees as per the Criteria laid down in the Nomination &Remuneration policy.

Further, Independent directors have also reviewed the performance of the Non-Independent Directors and Board as a whole including reviewing the performance of the Chairperson of the Company taken into account the views of the Executive Directors and Non-Executive Directors vide their separate meeting held on 14.02.2024 at the registered office of the Company.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act, 2013 and provisions ofRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has constitute Audit Committee with the objectives to monitor, supervise and effective management of companys finance, to ensure effective internal financial controls and risk

management systems with high level of transparency andaccuracy. Details regarding Audit Committee are given in the Corporate Governance Report, which forms the part of this Annual Report.

DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION178 (3)

Pursuant to the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company constituted Nomination & Remuneration Committee. The said Committee was framed, adopted and recommended "Nomination & Remuneration Evaluation Policy" for Directors, KMP and Senior Management Personnel. The said policy forms the part of this report which is annexed at "Annexure-IV".

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

They had selected such accounting policies and applied them consistently and madbe judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

They had prepared the annual accounts on a going concern basis; and

They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DISCLOSURE IN RELATION TO VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy is formulated to provide opportunity to employees and directors to report to management concerns about unethical behavior, actual or suspended fraud or violation of the Code of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and directors who express their concerns and provides for

Fiscal and Capital Services Ltd.

direct access to Chairperson/ Members of Audit Committee in exceptional cases. The policy is applicable to all employees and directors of the Company.

Vigil Mechanism and Whistle Blower Policy is available on the following link: http://www.northlink.co.in/Whistle%20Blower%20Policy.pdf

CORPORATE GOVERNANCE REPORT

Provisions of the Corporate Governance was not applicable to the Company during the financial year 2023-24 as your company is falling under the exemption provided under Regulation 15 (2) of SEBI (LODR) Regulations, 2015. Your Company followed some of the provisions of Corporate Governance on voluntary basis.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Corporate Governance together with Auditors Certificate on compliance with this regard and Managing Directors declaration in this regarding compliance of code of conduct by Board Members and Senior Management Personnel is attached and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith and forms the part of this Annual Report.

GENERAL DISCLOSURE

Your Director state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under Review.

1.Details relating to Deposits covered under Chapter V of the Companies Act, 2013 and provisions of RBI Act,1934.

2.Issue of Equity Shares with Differential right, as to dividend, voting or otherwise.

3.Issue of shares with including Sweat Equity Shares to employees of the company under any scheme.

4. No significant or Material order were passed by the regulators or courts or tribunal which impact the going concern states and companys operation in future. Your director further state that during the year under review, there were no case filed pursuant to sexual harassment of women at workplace (Prevention, prohibition and Redressal) Act,2013.

5. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

6. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and look forward to the continuance of this supportive relationship in future.

Your Directors also places on record their deep sense of appreciation for the devoted services of the employees during the period under review.

>Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The percentage increase in remuneration of the Executive Directors, Chief Financial Officer and the Company Secretary during the Financial Year 2023-24, the ratio of remuneration of each of the Director to the median remuneration of the employees of the Company forthe Financial Year under review and the comparison of remuneration of each Key Managerial personnel (KMP) against the performance of the Company are given below:

Name of Director/ KMP	Remuneration of Director/ KMP for F.Y. 2023-24	Ratio of Remuneration to median remuneration of all employees	% increase in remuneration in the F.Y. 2023-24
Independent Directors
Sh. Inderjit Singh Jassal	Nil	N.A	N.A.
Sh. Bharat Soni	Nil	N.A	N.A.
Executive Directors/KMP
Smt. Shamli Madia, (M.D.)	7,10,000.00	8.45	Nil
Ms. Swati Jindal (CS)*	84,000.00	1.00	Nil
Mr. Sahil (CS)**	45,000.00	0.54	Nil
Sh. Sunil Dutt Madia (CEO)	Nil	Nil	Nil
Smt. Anuradha Rani (CFO)	Nil	Nil	Nil

Ratio of the remuneration of each Director/KMP to the median remuneration ofall the employees of the Company for the financial year:

Median remuneration of all employees of the Company for the F.Y. 2023-24	Rs. 84,000.00
The Percentage increase/(decrease) in the median remuneration of employees in the F. Y. 2023-24	(73.33)%
The number of permanent employees on the roll of the Company as on 31.03.2024	4

*CS Swati Jindal was appointed as Company Secretary & Compliance Officer w.e.f. 30.08.2023

**CS Sahil has resigned w.e.f. 31.05.2023 Notes:-

• There has been average percentage decrease made in the salaries of employees other than the managerial personnel in the financial year 2023-24 was 4.14% whereas there were no increase in the managerial remuneration for the same financial year is stated above.

• It is hereby affirmed that remuneration paid is as per the remuneration policy of the Company.

• No employee of the company drawn remuneration of more than Rs. One Crore and Two Lakh during the year 2023-24.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain Arms length transaction under third proviso thereto.

• Details of contracts, arrangements or transactions at Arms length basis.

Particulars	Details
Name (s) of the related party &nature of relationship	Mr. Sunny Madia (Directors Relative)
Nature of contracts/arrangements/ transaction	Salary Paid
Duration of the contracts/ arrangements/transaction	On Going basis
Salient terms of the contracts or arrangements transaction including the value, if any.	Rs. 70,000 P.M.
Date of approval by the Board	24.04.2021
Amount paid as any advances, if any	Nil

ANNEXUR-III

SECRETARIAL AUDIT REPORT (FORM MR-3)

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024

[Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members

Northlink Fiscal and Capital Services Limited 86 Mall Road, Civil Lines,

Ludhiana (PB) - 141001.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Northlink Fiscal and Capital Services Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided to us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on 31^st March, 2023 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed hereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings :- Not Applicable during the audit period

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

Fiscal and Capital Services Ltd.

(b) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements ) Regulations, 2015;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not applicable during the audit period;

(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulation, 2021:- Not applicable during the audit period;

(f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021:- Not applicable during the audit period;

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2021:- Not applicable during the audit period

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018:- Not applicable during the audit period.

(vi) We have relied on the representation made by the Company & its Officers that other applicable laws like Environmental Laws & Labour Laws are not applicable, as the company does not have any manufacturing unit.

We have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India;

II. The Listing Agreements entered into by the Company with BSE Limited & Metropolitan Stock Exchange of India Limited.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. However, the Company has received the penalty notices w.r.t. the delay in filing the unaudited financial results, subsequent to it the Company has filed the waiver of the penalty application with the Stock Exchange.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions are carried through while the dissenting members views are captured and recorded as part of minutes if any.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has not made any decisions which are having major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standard etc.

To

The Members

Northlink Fiscal and Capital Services Limited 86 Mall Road, Civil Lines,

Ludhiana- 141001.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Where ever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

(U/s 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015)

1. PREFACE:

In pursuance of the policy to consider human resources as its invaluable assets, to pay appropriate remuneration to all Directors, Key Managerial Personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this policy denotes as Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management of the Northlink Fiscal and Capital Services Limited (Company).

2. OBJECTIVES:

a) To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

b) To determine remuneration based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies, in the similar industry.

c) To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel.

d) To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

e) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

3. DEFINITIONS:

(a) Key Managerial Personnel:

(i) Managing Director;

(ii) Company Secretary;

(iii) Chief Executive Officer

(iv) Chief Financial Officer; and

(v) Such other officer as may be prescribed.

(b) Senior Management: Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the Executive Directors including all functional heads ["chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

4. APPLICABILITY:

The Policy is applicable to:

> Directors (Executive and Non-Executive)

> Key Managerial Personnel

> Senior Management Personnel

5. ROLE OFCOMMITTEE:

The role of the Committee, inter alia, will be the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director;

b) to recommend to the Board the appointment and removal of Senior Management;

c) To carry out evaluation of Directors performance and recommend to the Board appointment / removal based on his / her performance;

d) To recommend to the Board on policy relating to remuneration for Directors, Key Managerial Personnel, Senior Management and other employees;

e) To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

f) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks,

g) to devise a policy on Board diversity;

h) to develop a succession plan for the Board and to regularly review the plan.

6. MEMBERSHIP:

a) The Committee shall consist of at least 3 non-executive directors, out of which half shall be independent.

b) Minimum two (2) members shall constitute a quorum for the Committee meeting./Either two members or one third of the members of the committee whichever is greater, including at least one independent director in attendance shall constitute a quorum for the Committee meeting.

c) Membership of the Committee shall be disclosed in the Annual Report.

d) Term of the Committee shall be continued unless terminated by the Board of Directors.

7. CHAIRPERSON:

a) Chairperson of the Committee shall be an Independent Director.

b) Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairperson of the Committee.

c) In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson.

d) Chairperson of the Nomination and Remuneration Committee meeting may be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

8. FREQUENCY OF MEETINGS:

The nomination and remuneration committee shall meet at least once in a year and at such regular intervals as may be required.

9. COMMITTEE MEMBERSINTERESTS:

a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

10. SECRETARY:

The Company Secretary of the Company shall act as Secretary of the Committee.

11. VOTING:

a) Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairperson of the meeting will have a casting vote.

12. NOMINATION DUTIES:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the provisions provided under the Companies Act, 2013.

c) Determining the appropriate size, diversity and composition of the Board; Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.

d) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.

e) Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective.

f) Making recommendations to the Board concerning any matters relating to the appointment/re-appointment of any director executive, non-executive & independent and continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of

the Company subject to the provision of the law and their service contract;

g) Due to reasons for any disqualification mentioned in the Companies Act, 2013 read with rules made there under, recommending, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel.

h) Delegating any of its powers to one or more of its members of the Committee.

i) Recommend any necessary changes in this policy to the Board.

j) Considering any other matters as may be required by the Board.

13. REMUNERATIONDUTIES:

The duties of the Committee in relation to remuneration matters include:

a) To consider and determine the remuneration based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) To approve the remuneration of the Senior Management including key managerial personnel of the Company.

c) To delegate any of its powers to one or more of its members of the Committee.

d) To consider any other matters as may be required by the Board.

14. MINUTES OF COMMITTEE MEETING:

The minutes of all the proceedings of all meetings must be signed by the Chairperson of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board meetings.