The members of the audit committee are:

Terms of Reference:

1. Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;
3. Approval of payment to statutory auditors for any other services they have rendered to the company;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
   a. Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act 2013;
   b. Changes, if any, in accounting policies and practices and reasons for the same;
   c. Major accounting entries involving estimates based on the exercise of judgment by the management;
   d. Significant adjustments made in the financial statements arising out of audit findings;
   e. Compliance with listing and other legal requirements relating to financial statements;
   f. Disclosure of any related party transactions; and
   g. Qualifications/ modified opinions in the draft audit report.
5. Reviewing, the quarterly financial statements with the management before submission to the Board for approval;
6. 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 utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
8. Scrutiny of inter-corporate loans and investments;
9. Valuation of undertakings or assets of our Company, wherever necessary;
10. Evaluation of internal financial controls and risk management systems;
11. Monitoring the end use of funds raised through public offers and related matters, if any;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussing with internal auditors of any significant findings and following up there on;
15. 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;
16. Discussing with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;
18. To look 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;
19. To establish and review the functioning of the whistle blower mechanism;
20. Approval of appointment of the Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
21. Related Party Transactions:
    Granting approval / omnibus approval for transaction(s) with related parties, subject to conditions as may be prescribed under the Policy on Related Party Transaction of the Company or any other applicable laws, regulations, guidelines or any subsequent modification in the transactions thereof;
22. Review of:
    a. Management Discussion and Analysis of financial condition and results of operations;
    b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
    c. Management letters/letters of internal control weaknesses issued by the statutory auditors;
    d. Internal audit reports relating to internal control weaknesses;
    e. Appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee;
    f. Statement of deviations including:
    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 Listing Regulations;
    ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations;
    g. The utilization of loans and/or advances from/investment by the holding company in the subsidiary > Rs. 100 crore or 10% of asset size of the subsidiary, whichever is lower, including existing loans / advances / investments
23. To investigate into any matter in relation to the terms of reference of the Audit Committee or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the Company;
24. Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act 2013 or the SEBI Listing Regulations or by any other regulatory authority.

The members of the Cyber Security Committee are:

Terms of Reference:

1. 1.To facilitate development of information security policies, implementation of information security policies, standards and procedures to ensure that all identified information security risks are managed within the organization’s risk appetite;
2. 2.To approve and monitor major information security projects and the status of information security plans and budgets, establish priorities, approve standards and procedures;
3. 3.To support the development and implementation of information security management programme;
4. 4.To review information/cyber security incidents, various information security assessments, monitoring and mitigation activities across the organization;
5. 5.To review security awareness programmes;
6. 6.To assess new developments or issues relating to cyber/ information security;
7. 7.To report to the Board/ Board level Committee on information security activities.

The members of the Information Technology Committee are:

Terms of Reference:

1. 1.To ensure that the organization has put an effective IT strategic planning process in place;
2. 2.To guide in preparation of IT Strategy, containing over-all strategy of the organization vis-à-vis adoption of IT, and ensure that the IT Strategy aligns with the overall strategy of the organization towards accomplishment of its business objectives;
3. 3.To ensure that the IT Governance and Information Security Governance structure fosters accountability, effectiveness & efficiency with well defined objectives and unambiguous responsibilities for each level in the organization;
4. 4.To ensure putting in place processes for assessing and managing IT risks, including cyber security risks;
5. 5.To ensure that the budgetary allocations for the IT function (including for IT security) are commensurate with the organization’s IT maturity, digital depth, threat environment and industry standards and are utilised in a manner intended for meeting the stated objectives;
6. 6.To have oversight over the Business Continuity Planning and Disaster Recovery Management of the organization.

The members of the Environment and Social Governance committee are:

Terms of Reference:

1. 1. Provide guidance and approve ESG strategy and roadmap
2. 2. Oversee Environmental factors in relation to the business operations e.g. climate, emissions, water and waste management, energy efficiency, biodiversity, etc.
3. 3. Oversee Social factors encompassing initiatives aimed at fostering diversity, equity and inclusion within the Organization,ensuring fair labor practices and health and safety measures, addressing human right issues and promoting community engagement
4. 4. Oversee the Company’s governance practices, ensuring data privacy and cyber security and transparency and accountability to stakeholders
5. 5. Review ESG reporting in line with various national and global sustainability/ESG indices and guidelines
6. 6. Overview material ESG risks, opportunities and mitigation of risks
7. 7. Monitor progress of ESG initiatives and their impact

The members of the Independent Directors Committee are:

Terms of Reference:

1. 1. Reviewing the performance of Non‐Independent Directors, the Chairman and the Board as a whole and bring an objective view in the evaluation of Board and the management.
2. 2. Assessing the Quality, Quantity and Timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
3. 3. Deliberating on improving corporate credibility and governance standards and help in managing risk.
4. 4. Bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointment and standards of conduct.
5. 5. Satisfying themselves on the integrity of financial information and that financial controls and the risk management are robust and defensible.
6. 6. Any other matter as may be deemed fit by the Independent Directors.

The members of the nomination and remuneration committee are:

Terms of Reference:

1. Formulate criteria and manner for effective evaluation of performance of Board, its committees and individual directors and review its implementation and compliance;
2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and while formulating this policy ensure that �
   i. Level and composition of remuneration is 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;
   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 our Company and its goals;
3. Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
4. Suggest 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;
5. Devising a policy on diversity of the Board of Directors;
6. Recommend to the board all remuneration, in whatever form, payable to Senior Management;
7. Administration of the Company's employee stock option schemes.

The members of the stakeholder�s relationship committee are:

Terms of Reference:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;
4. Review the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

The members of the Corporate Social Responsibility Committee are:

Broad terms of reference of the Corporate Social Responsibility Committee (CSR)

Terms of Reference:

1. Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII;
2. Recommending the amount of the expenditure to be incurred on CSR activities;
3. Instituting a transparent monitoring mechanism for implementation of the CSR activities to be undertaken by the Company;
4. Such other functions as may be entrusted to it by the Board of Directors, from time to time.

The members of the Risk Management Committee are:

Broad terms of reference of the Risk Management committee

Terms of Reference:

1. To formulate a detailed risk management policy which shall include:
   (a) A framework for identification of internal and external risks specifically faced by the listed entity, 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.
   (b) Measures for risk mitigation including systems and processes for internal control of identified risks.
   (c) Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee.

The Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

The members of the Finance Committee are:

Broad terms of reference of the Finance Committee:

Terms of Reference:

1. 1. To borrow funds for and on behalf of the Company up to the maximum amount as determined by the Board of Directors of the Company from time to time;
2. 2. To invest funds of the Company from time to time in equity shares, preference shares, debt securities, bonds, whether listed or unlisted, secured or unsecured, fixed deposits, units of mutual fund / units of alternative investment fund, security receipts, securities, etc. taking into consideration all investment parameters up to the maximum amount as determined by the Board of Directors of the Company from time to time and also to enter into any agreements including but not limited to enter into Share Purchase Agreement, Share Subscription Agreement, Shareholders Agreement etc. as may be required to give effect to such transaction;
3. 3. To create pledge/ hypothecate/ mortgage and/ or charge on both movable and immovable assets not exceeding the overall limit as approved by the Board from time to time;
4. 4. To allot securities of the Company including equity shares, preference shares, debt securities, bonds, etc. from time to time;
5. 5. To borrow funds for meeting the short/ long term requirements of funds of the Company by issuing Commercial Paper including redemption and buyback of Commercial Paper and also to list the same as per the SEBI Regulations, Term Loan from bank, etc;
6. 6. To avail intraday facilities from Banks/Financial Institution upto Rs. 2,500 Crores (Rupees Two Thousand Five Hundred Crores);
7. 7. To offer assurances on behalf of Subsidiaries, in the form of guarantee, security, undertakings, letters (including without limitation, letter of comfort), deeds, declarations or any other instruments in connection with loan availed by them from Bank, Financial Institution, Non-Banking Financial Companies, other body corporates, etc. upto such limit, if applicable, as delegated/decided by the Board from time to time;
8. 8. Powers relating to issuance and allotment of Debentures:
   • a. To determine terms and conditions and number of debentures to be issued;
   • b. Determining timing, nature, type, pricing and such other terms and conditions of the issue including coupon rate, minimum subscription, retention of over subscription, if any and early redemption thereof;
   • c. To approve and make changes to the Draft Prospectus, to approve the Final Prospectus, including any corrigendum, amendments supplements thereto, and the issue thereof;
   • d. To approve all other matters relating to the issue and do all such acts, deeds, matters and things including execution of all such deeds, documents, instruments, applications and writings as it may, at its discretion, deem necessary and desirable for such purpose including without limitation the utilisation of the issue proceeds, modify or alter any of the terms and conditions, including size of the issue, as it may deem expedient, extension of issue and/or early closure of the issue.
9. 9. Opening and closing current/cash credit/ overdraft/ fixed deposit or other accounts including depository accounts with any scheduled bank and/or depository participant, authorize the officials of the Company to operate the same and to vary the existing authorization in respect of these accounts;
10. 10. Grant of authority to avail online payment gateway facility;
11. 11. Issue of Power of Attorneys/Delegation Letter to the Officials of the Company;
12. 12. Execute, sign, certify any agreement, MOU, undertaking, document, deed and other writings in relation to the above;
13. 13. Any other incidental or other matter in the ordinary course of business, including delegation of powers in relation to the above and/or may be delegated by the Board, from time to time.