NOMINATION AND REMUNERATION POLICY OF MSIL

1.0. INTRODUCTION

Mysore Sales International Limited (the "Company" or "MSIL") has always considered its human resource as its prime driving force. The Company has adopted a policies which covers a whole gamut of human resource functions. These policies have been adopted by the Board of Directors of the Company ("Board") and amended from time to time by the competent authority.

The Company's Board has constituted a Nomination and Remuneration Committee (the "Committee") consisting of four non-executive directors out of which one-half are independent directors and the Chairman of the said Committee is an non – executive director. The Company, taking forward its compliance with the regulatory requirements has formulated a Nomination and Remuneration Policy (the "Policy") pursuant to the requirements of Section 178 of the Companies Act, 2013 read along with rules framed thereunder, as amended from time to time (the "Act").

2.0. POLICY FORMULATION

The Policy has been formulated by the Company and the same was recommended for approval of the Board. The Board has approved the Policy in its meeting 346th Board Meeting held on 04.04.2025.

3.0. OBJECTIVES

3.1. To ensure an effective process for identifying persons through a promotion policy, who may be appointed in Senior Management (defined below) in accordance with the criteria laid down and to recommend to the Board.

3.2. To recommend to the Board a policy, based on the guidelines and approval received from the Government of Karnataka ("GoK") in this regard, relating to the remuneration for the Senior Management and other employees.

4.0. DEFINITIONS

4.1 "Act" means the Companies Act, 2013 and rules framed thereunder, as amended from time to time.

4.2 "Board" means the Board of Directors of the Company.

4.3 "Committee" means the Nomination and Remuneration Committee.

4.4 "Company" means Mysore Sales International Limited.

4.5 "Directors" mean members of the Board.

4.6 "Key Managerial Personnel" or "KMP" means;
(i) The Managing Director;
(ii) The Chief Financial Officer; and
(iii) The Company Secretary;

4.7 "Officers" or "Executive" mean the permanent employees of the Company who are in grades E1 to E5.

4.8 "Senior Management" mean personnel of the Company who are members of its core management team excluding the Board comprising all members of management at one level below the Managing director.

5.0. COMMITTEE

5.1. The Nomination and Remuneration Committee;

5.2. The Committee shall comprise of at least three non-executive directors, of which not less than one-half shall be independent directors;

5.3. The company secretary of the Company shall act as secretary to the Committee

5.4. Terms of reference of the Committee shall be continued unless terminated by the Board;

5.5. Chairperson of the Company may be appointed as a member of the Committee but shall not chair such Committee;

5.6. In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson other than chairperson of the Company;

5.7. Chairperson of the Committee meeting may be present at the annual general meeting of the Company or may nominate some other member to answer the shareholders queries;

5.8. The meeting of the Committee shall be held at such regular intervals as may be required;

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

6.0. ROLES AND RESPONSIBILITIES OF THE COMMITTEE

6.1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment at the Senior Management level and recommend to the Board his/her appointment, including deputation to the post of Senior Management level.

6.2. The Committee shall consider and recommend periodic transfers and removals of senior management to the Board.

6.3. The Committee can consider the upgradation/rise in rank of senior management of MSIL in all categories, on the basis of qualifications/up-gradation in qualifications, Annual Confidential Report, performance, work experience, competencies as well as roles and responsibilities and positive attributes and to motivate, retain and promote talent in accordance with HR policy of the Company, to ensure long term sustainability of talented managerial persons and create a competitive environment. The committee would recommend the upgradation/rise in rank of senior management of MSIL, as per the prevailing rules of the Company, to the Board for approval.

6.4. The Committee annually evaluates each individual in Senior Management with the objective of having a group that best enables the success of the Company's business and achieves its objectives.

6.5. Formulation and modification of schemes for providing perks and allowances/pay scales for all employees of the Company as per the guidelines/directions/instructions etc. of the Government of Karnataka.

6.6. The Committee can seek any information including documents it requires about any employee. The concerned officer/official is bound to give the information required by the Committee.

6.7. The NRC needs to evaluate whether the remuneration paid to employees matches their performance and complies with the prescribed norms. Such an exercise will encourage and motivate employees to perform better while also increasing their morale and productivity, holding them accountable.

6.8. Exercising such other roles assigned to it by the Board from time to time;

7.0. APPOINTMENT OF SENIOR MANAGEMENT

7.1. In this respect, the criteria laid down in the Board approved C & R Rules would be followed. The Committee would then consider the proposals and recommend the same to the Board for approval.

7.2. Removal
7.2.1. The removal of KMPs (Other than Functional Directors) and the Senior Management would be as per the direction of the Board.

8.0. IMPLEMENTATION

The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this Policy as considered appropriate. The Committee may delegate any of its powers to one or more of its members. This Policy shall be reviewed by the Committee as and when any notification or amendments are notified by the regulatory authorities affecting the policy formed hereinabove. Any changes or modifications in the Policy as recommended by the Committee would be submitted for approval of the Board. The Policy shall be effective from the date of approval by the Board, unless specified otherwise.

9.0. DISSEMINATION OF POLICY

This Policy shall also be posted on the website of the Company and the details of this Policy, including the evaluation criteria, shall be mentioned in the Board's Report.

10.0. AMENDMENT(S)

The Board may review or amend this Policy, in whole or in part, from time to time, after taking into account the recommendations from the Committee.