Policies

Code of Conduct for Independent Directors

Preface

The purpose of this Code is to align the duties and responsibilities of independent directors of the Company with the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Accordingly, the independent directors should read and understand this Code, uphold these standards, comply with all applicable laws, rules, and regulations, and all policies, programmes, and codes adopted by the Company:

Guidelines of Professional Conduct

• Uphold ethical standards of integrity and probity;
• Act objectively and constructively while exercising his duties;
• Exercise his responsibilities in a bona fide manner in the interest of the Company;
• Devote sufficient time and attention to his professional obligations for informed and balanced decision making;
• Not allow any extraneous considerations that will vitiate his exercise of objective independent judgement in the paramount interest of the company as a whole while concurring in or dissenting from the collective judgement of the Board in its decision making;
• Not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
• Refrain from any action that would lead to loss of his independence;
• Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the board of directors of Repono Limited (the “Company”) accordingly;
• Assist the company in implementing the best corporate governance practices.

Role and Functions

• Help in bringing an independent judgement to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments, and standards of conduct;
• Bring an objective view in the evaluation of the performance of board and management;
• Scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
• Satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
• Safeguard the interests of all stakeholders, particularly the minority shareholders;
• Balance the conflicting interests of the stakeholders;
• Determine appropriate levels of remuneration of executive directors, key managerial personnel, and senior management, and have a prime role in appointing and, where necessary, recommend removal of executive directors, key managerial personnel, and senior management;
• Moderate and arbitrate in the interest of the company as a whole in situations of conflict between management and shareholder’s interest.

Duties

• Undertake appropriate induction and regularly update and refresh their skills, knowledge, and familiarity with the Company;
• Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
• Strive to attend all meetings of the Board and of the Board committees of which he/she is a member;
• Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
• Strive to attend the general meetings of the company;
• Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
• Keep themselves well informed about the company and the external environment in which it operates;
• Not unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
• Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
• Ascertain and ensure that the company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
• Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
• Act within their authority, assist in protecting the legitimate interests of the company, shareholders, and its employees;
• Not disclose confidential information including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Manner of Appointment

The appointment process of independent directors shall be independent of the company management; while selecting independent directors, the Board shall ensure that there is appropriate balance of skills, experience, and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders.

The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board the independent director proposed to be appointed fulfills the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

The appointment of independent directors shall be formalized through a letter of appointment which shall set out:

• The term of appointment;
• The fiduciary duties that come with such an appointment along with accompanying liabilities;
• Provision for Directors and Officers (D and O) insurance if any;
• The list of actions that a director should not do while functioning as such in the company; and
• The remuneration mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings, and profit-related commission if any.

The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the Company by any member during normal business hours.

The terms and conditions of appointment of independent directors shall also be posted on the company’s website.

Re-appointment

The re-appointment of independent director shall be on the basis of report of performance evaluation.

Resignation or Removal

The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act.

An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within three months from the date of such resignation or removal as the case maybe.

Where the company fulfills the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal as the case may be, the requirement of replacement by a new independent director shall not apply.

Time Commitment

Considering the nature of the role of a director it is difficult for a company to lay down specific parameters on time commitment. They will agree to devote such time as is prudent and necessary for the proper performance of their role, duties, and responsibilities as an Independent Director.

Remuneration

They will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board from time to time. Payment of sitting fees shall at all times be subject to the provisions of the Companies Act 2013 and Rules there under and such amendments as may be made thereto from time to time and other Acts and Rules as may be applicable.

Separate Meetings

• The independent directors of the company shall hold at least one meeting in a financial year without the attendance of non-independent directors and members of management;
• All the independent directors of the company shall strive to be present at such meeting;
• The meeting shall:
  • Review the performance of non-independent directors and the Board as a whole;
  • Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
  • Assess 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.

Evaluation Mechanism

As a member of the Board, their performance as well as the performance of the entire Board and its Committees shall be evaluated annually. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee and disclosed in the Company’s Annual Report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/Committee.

Disclosures, Other Directorships, and Business Interests

During the Term, they will agree to promptly notify the Company of any change in their directorships and provide such other disclosures and information as may be required under the applicable laws. They will also agree that upon becoming aware of any potential conflict of interest with their position as an Independent Director of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary. During their Term, they agree to promptly provide a declaration under Section 149(7) of the Companies Act 2013 upon any change in circumstances which may affect their status as an Independent Director.

Changes of Personal Details

During the Term, they shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner of any change in address or other contact and personal details provided to the Company.

Insider Trading

In the normal course of business, independent directors of the Company are in possession of unpublished price-sensitive information, which is the property of the Company. The independent director shall not profit from the buying or selling of securities for him/herself. The independent director is not to tip others to enable them to profit or for them to profit on his/her behalf.

The purpose of this Code is to inform the independent directors of their legal responsibilities and to inform them that the misuse of sensitive information is contrary to Company policy and applicable Indian securities laws.

As per the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 (the “Insider Trading Regulations”), it is prohibited to deal in the securities of the Company during the period that the trading window of the Company is closed. Further, no insider shall trade in the securities of the Company when in possession of unpublished price-sensitive information.

You should read the Insider Trading Regulations carefully, paying particular attention to the specific policies and the potential criminal and civil liability and/or disciplinary action for insider trading violations. Every independent director should comply with the Insider Trading Regulations.

Waivers and Amendments of the Code

The Board reserves the power to review and amend this Code from time to time. All provisions of this Code would be subject to revision/amendment in accordance with applicable law as may be issued by relevant statutory, governmental, and regulatory authorities from time to time. In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant statutory, governmental, and regulatory authorities are not consistent with the provisions laid down under this Code, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder.

Applicability

This Code of Conduct is hereby adopted as mentioned in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and such code is applicable to all the Directors and senior managers as defined as the members of the core management team who are one level below the Board. The Directors of the Company, hereinafter referred to as “the Board,” are committed to stringent compliance with all the prevalent and applicable laws, rules, regulations, and adoption of best industry practices in Corporate Governance.

1. Code of Conduct

• The objective of the Code is to maintain standards of business conduct of the Company and ensure compliance with legal requirements.
• The purpose of the Code of Conduct is to adopt the standards and values which can enhance the value of the organization and set the standards for business transactions and also deter wrongdoing in all business-related activities.
• The matters covered under this Code are of utmost importance to the Company, shareholders, and business partners. Further, the Code is essential for the conduct of our business in accordance with our stated values.
• The Code is applicable to the following persons (hereinafter referred to as "Officer" or “Officers”):
  • All members of the Board of the Company
  • All members of the management one level below the Executive Directors, including all departmental heads.
• This Code of Conduct is critical to our business. Accordingly, Officers are expected to read and understand this Code, uphold these standards in day-to-day activities, and comply with all applicable laws, rules, and regulations, and procedures adopted by the Company that govern the conduct of its employees.
• As the principles described in this Code are general in nature, Officers should also review the Company's other applicable policies and procedures for more specific instruction.
• Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.

2. Honest and Ethical Conduct

The Code expects all Officers to act in accordance with the highest standards of personal and professional integrity, honesty, and ethical conduct while working on the Company's premises, at offsite locations where the Company's business is being conducted, at sponsored business and social events, or at any other place where Officers are representing the Company.

Honest conduct under the Code means conduct that is free from fraud or deception. Ethical conduct means conduct that is in accordance with accepted professional standards. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Wherever an Officer is unsure about the appropriateness of an event or action, the Officer should seek assistance in interpreting the requirements of the Code by contacting the Company Secretary.

3. Conflicts of Interest

An Officer's duty to the Company demands that he or she avoids and discloses actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company.

• Employment/outside employment: In consideration of employment with the Company, Officers are expected to devote their full attention to the business interests of the Company. Officers are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company.
• Outside Directorships: It is a conflict of interest to serve as Director of any Company that competes with the Company. Officers must first obtain approval from the Company's Audit Committee before accepting a Directorship.
• Business Interests: If an Officer is considering investing in any customer, supplier, developer, or competitor of the Company, he or she must first ensure that these investments do not compromise their responsibilities to the Company. Our policy requires that Officers first obtain approval from the Company's Audit Committee before making such an investment.
• Related Parties: As a general rule, Officers should avoid conducting Company business with a relative or with a business in which a relative is associated in any significant role. "Relatives" include spouse, father, mother, brother, sister, son, and daughter. The Company prohibits the employment of such individuals in positions that have a financial dependence or influence.
• Payments or gifts from others: Under no circumstances should any Officer accept any offer, payment, promise to pay, authorization to pay, any money, gift, or anything of value from customers, vendors, consultants, etc., that is perceived as intended directly or indirectly to influence any business decision or to commit any fraud.
• Corporate Opportunities: Officers may not exploit for their personal gain opportunities that are discovered through the use of corporate property, information, or position unless the opportunity is fully disclosed in writing to the Company's Board of Directors and the Board declines to pursue such an opportunity.
• Other Situations: If a proposed transaction or situation raises any questions or doubts, Officers must consult the Secretarial Department.

4. Compliance with Governmental Laws, Rules, and Regulations

• Officers must comply with all applicable governmental laws, rules, and regulations.
• Officers must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from the Company Secretary.
• Violations of applicable governmental laws, rules, and regulations may subject Officers to individual criminal or civil liability as well as to disciplinary action by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.

5. Violations of the Code

• The Code of Conduct is a part of an Officer's job and ethical responsibility to help enforce this Code. Officers should be alert to possible violations and report these to the Company Secretary.
• Officers must cooperate in any internal or external investigations of possible violations. Retaliation against any person who has reported a violation or a suspected violation in good faith, or who is assisting in any investigation, is prohibited.
• The Company will take appropriate action against any Officer whose actions are found to violate the Code or any other policy of the Company. Disciplinary actions may include immediate termination of employment at the Company's sole discretion. Where the Company has suffered a loss, it may pursue remedies against the responsible individuals or entities. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

6. Waivers and Amendments of the Code

• The Company is committed to continuously reviewing and updating its policies and procedures. Therefore, this Code is subject to modification.
• Any amendment or waiver of any provision of this Code must be approved in writing by the Company's Board of Directors and promptly disclosed on the Company's website and other regulatory authorities as required by applicable rules and regulations.

7. Duties of Director and Independent Director

• Independent Directors shall give a declaration at the first meeting of the Board in which they participate as a director and thereafter at the first meeting of the Board every year or whenever there is any change in circumstances that may affect their status as an independent director.
• Independent Directors shall comply with the provisions of section 149(6) of The Companies Act 2013. A Director (including Independent Director) shall act in accordance with the articles of the Company, subject to compliance with The Companies Act 2013 and all other applicable laws.
• A Director shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole and in the best interest of the Company, its employees, the shareholders, the community, and for the protection of the environment.
• A Director shall exercise his duties with due and reasonable care, skill, and diligence and shall exercise independent judgment.
• A Director shall not involve himself in a situation in which he may have a direct or indirect interest that conflicts or possibly may conflict with the interest of the Company.
• A Director shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates. If such a director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company.
• A Director shall not assign his office, and any assignment so made shall be void.

Preface

As a conscious and vigilant organization, the Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior. In its endeavor to provide employees with a secure and fearless working environment, this Whistle Blower Policy (“the Policy”) is formulated to provide a framework to promote responsible and secure whistle blowing within the Organization. It provides guidance and a procedural framework to directors, employees, customers, vendors, and/or third-party intermediaries wishing to raise a concern about irregularities and/or frauds and any other wrongful conduct within the Company without fear of reprisal, discrimination, or adverse employment consequences, and to create awareness among employees to report instances of leakage of unpublished price-sensitive information.

1. Definitions

• Alleged wrongful conduct: Violation of law, infringement of Company’s rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety, or abuse of authority.
• Unethical & improper practices: An act which does not conform to approved standards of social and professional behavior; unethical business practices; improper or unethical conduct; breach of etiquette or morally offensive behavior.
• Audit Committee: A Committee constituted under section 177 of the Companies Act 2013, read with Companies (Meeting of Board and its Power) Rules 2014, by the Board of Directors of the Company.
• Company: ___________ Repono Limited, including all its offices.
• Employee: Every employee of the Company, including Directors in the employment of the Company.
• Nodal Officer: An officer nominated by the Audit Committee to receive protected disclosures from whistleblowers, maintain records, present them before the Audit Committee, and inform the whistleblower of the result. If no officer is appointed, the chairperson of the Audit Committee acts as the nodal officer.
• Code: Code of Conduct for Directors and Senior Management Personnel as defined in “the Code.”
• Compliance Officer: The Company Secretary of the Company.
• Vigilance Officer: The Company Secretary/Compliance Officer of the Company.
• Protected Disclosure: A concern raised by an employee or group of employees through written communication made in good faith, disclosing unethical or improper activity under the title “Scope of the Policy” with respect to the Company. The disclosures should be factual and not speculative, containing as much specific information as possible for proper assessment.
• Subject: A person or group of persons against whom a Protected Disclosure is made or evidence is gathered during an investigation.
• Whistle Blower: A Director or employee, or group of employees, who makes a Protected Disclosure under this Policy, also referred to as the complainant.
• Investigators: Persons authorized, appointed, or consulted by the Chairman of the Audit Committee, including auditors of the Company and others related to the policy.

2. Policy Objectives & Scope

• Policy: In compliance with SEBI requirements, the Company, being a Listed Company, has established a Vigil Mechanism Policy (Whistle Blower) for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud, or violations of the Company's code of conduct or ethics policy. This policy is not to be used in place of the Company’s grievance procedures or for malicious or unfounded allegations against colleagues.
• Objectives: The Company is committed to maintaining the highest ethical, moral, and legal standards in business operations. This mechanism allows employees and Directors to report concerns without fear of victimization, including unethical behavior, fraud, or violations of company policies. The policy provides safeguards against retaliation and grants access to the Chairman of the Audit Committee in exceptional cases. It covers serious concerns that could impact company operations, including fraud, misuse of authority, or violation of company rules.
• Scope: The Policy extends the Code of Conduct for Directors & Senior Management Personnel, covering disclosure of:
  • Breach of the Company’s Code of Conduct
  • Breach of Business Integrity and Ethics
  • Violation of employment terms or regulations
  • Financial irregularities, including fraud
  • Negligence causing danger to health and safety
  • Confidentiality breaches
  • Misappropriation of Company funds/assets

3. Eligibility

All Directors and Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

4. Receipt and Disposal of Protected Disclosures

Protected Disclosures should be reported in writing as soon as possible after the whistleblower becomes aware of the same. Disclosures should be submitted in a closed envelope super scribed as “Protected disclosure under the Whistle Blower or Vigil Mechanism policy” or via email with the same subject.

If the complaint does not adhere to these guidelines, it will be treated as a normal disclosure, and the complainant will not be protected. The Compliance Officer will maintain confidentiality and avoid any acknowledgment or further correspondence with the complainant.

5. Action on Receipt & Disposal of Protected Disclosures

Upon receiving a Protected Disclosure, the Compliance Officer or Chairman of the Audit Committee will record the disclosure and initiate an investigation. The process includes an initial investigation before referring the matter to the Audit Committee for further investigation and action.

6. Investigation

All Protected Disclosures will be investigated thoroughly by the Audit Committee, which may involve external agencies if needed. Subjects of the investigation will be informed in writing and have the opportunity to provide input. They must cooperate fully, refrain from interfering with the investigation, and will be informed of the outcome. Investigations typically conclude within 90 days, extendable by the Audit Committee.

7. Decision

If the investigation concludes that improper or unethical conduct has occurred, the Audit Committee will recommend disciplinary or corrective action. If the Subject is the Chairman of the Company, the protected disclosure will be referred to other members of the Audit Committee.

8. Reporting

The Compliance Officer will submit regular reports to the Chairman of the Audit Committee detailing Protected Disclosures and the results of investigations.

9. Secrecy / Confidentiality

• Maintain confidentiality of all matters under this Policy.
• Discuss matters only to the extent necessary for completing investigations.
• Do not leave sensitive documents unattended.
• Keep electronic communications secure with passwords.

10. Protection

No unfair treatment will be allowed against a Whistle Blower. The Company will protect Whistle Blowers from retaliation, harassment, or any adverse employment action due to reporting under this Policy. The identity of the Whistle Blower will remain confidential to the extent permitted by law.

11. Access to Chairman of the Audit Committee

The Whistle Blower has the right to access the Chairman of the Audit Committee directly in exceptional cases.

12. Administration and Review of the Policy

The Audit Committee’s Chairman is responsible for administering, interpreting, applying, and reviewing this Policy.

13. Disclosure in Annual Report

Details of the Whistle Blower Mechanism will be disclosed in the Company’s Annual Report under the “Directors Report.”

14. Annual Affirmation

The Company will annually affirm that it has not denied access to any Director or Employee and has provided protection to whistleblowers.

15. Disqualifications

Whistle Blowers who misuse this protection for false or malicious complaints will be subject to disciplinary action. Protection under this Policy is not a shield from disciplinary action for unrelated matters.

16. Amendment of the Policy

The Company reserves the right to amend this Policy at any time, which will be binding once communicated. Amendments must be approved through a Board of Directors resolution.

Purpose

Levels of remuneration to Directors are determined to attract, motivate, and retain Directors of quality and ability to run the company successfully. With changes in the Corporate Governance norms, the role of Non-Executive Directors (NEDs) and the degree and quality of their engagement with the Board and the Company has undergone significant changes over time. This is also accentuated by the Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. Further, in order to be consistent with globally accepted governance practices, the Company has introduced flexibility in respect of payment of remuneration to NEDs, linking the remuneration to their attendance at the meetings of the Board or Committees thereof.

Sitting Fee

NEDs shall receive remuneration by way of sitting fees for attending meetings of the Board, Committee, or any other meeting as required by the Companies Act 2013, SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, or other applicable law. The Board may also decide on other purposes for which sitting fees are payable.

Commission

Section 197 of the Companies Act 2013 allows a Company to pay remuneration to its NEDs either by way of a monthly payment or at a specified percentage of the net profits of the Company, or partly by one way and partly by the other. Additionally, the Board may decide to pay further commission based on the extra time, efforts, and contributions made by the NEDs.

Criteria for Making Payments to Non-Executive Directors

Reimbursement of Actual Expenses Incurred

NEDs may be paid or reimbursed sums either as a fixed allowance and/or actuals for travel, incidental, and/or out-of-pocket expenses incurred while attending Board/Committee Meetings.

Payment to Independent Directors

An Independent Director may receive remuneration only by way of sitting fees, reimbursement of expenses for participation in meetings of the Board or Committee, and profit-related commission up to a certain percentage of net profits, in such proportion as permissible under the applicable law at the discretion of the Board.

The above criteria and policy are subject to review by the Nomination & Remuneration Committee and the Board of Directors of the Company.

Preamble

Repono Limited is a Company incorporated under the Companies Act 2013 (“the Company”). The Company is committed to good corporate governance practices and, with a view to ensure a transparent system of related party transactions, the Company has formulated this Policy.

The Board of Directors of the Company has adopted the following policy and procedures with regard to Related Party Transactions as defined below. The Audit Committee will review and may amend this policy from time to time. This policy will be applicable to the Company and is intended to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations.

Purpose

This policy is framed as per the requirements of the listing agreement proposed to be entered into by the Company with the Stock Exchanges as amended from time to time. The policy ensures proper approval and reporting of transactions between the Company and its Related Parties. These transactions are appropriate only if they are in the best interest of the Company and its stakeholders. The Company is required to disclose such transactions in its Financial Statements each year as well as policies concerning transactions with Related Parties.

Definitions

• Associate Company: Any other company in which the Company has significant influence.
• Audit Committee or Committee: Committee of Board of Directors of the Company constituted under the provisions of the Listing agreement and Companies Act 2013.
• Board: Board of Directors of the Company.
• Control: Shall have the meaning defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011.
• Key Managerial Personnel: Includes the Chief Executive Officer, Managing Director, Manager, Company Secretary, Whole-Time Director, and Chief Financial Officer as defined under the Companies Act 2013.
• Material Related Party Transaction: A transaction with a related party where the transactions during a financial year exceed 10% of the consolidated annual turnover as per the last audited financial statements of the Company.
• Related: An entity is related to the Company if it is a related party under Section 2(76) of the Companies Act 2013 or applicable Accounting Standards.
• Related Party Transaction: Any transaction involving a Related Party, which is a transfer of resources, services, or obligations between the Company and a Related Party, regardless of whether a price is charged.
• Relative: A person is considered a relative under the Companies Act 2013 if they are a member of a Hindu undivided family, husband and wife, or fall under familial categories such as father, mother, son, daughter, brother, sister (including step-relations).

Policy

All Related Party Transactions shall be reported to the Audit Committee and referred for approval by the Audit Committee in accordance with this Policy.

Procedures for Review and Approval of Related Party Transactions

Audit Committee

All related party transactions require the prior approval of the Audit Committee. The Audit Committee may grant omnibus approval for such transactions, subject to the following conditions:

• The Audit Committee shall lay down criteria for granting omnibus approval in line with this policy and relevant laws.
• The approval shall be valid for repetitive transactions for a period of 1 year.
• The Audit Committee shall review related party transactions quarterly, if granted under omnibus approval.
• Omnibus approval may be granted for unforeseen transactions, provided the value does not exceed ₹1 crore.

Board of Directors

Related party transactions that are not in the ordinary course of business or not at arm’s length must be placed before the Board for approval. Transactions requiring Board approval include those beyond the scope of the Audit Committee's determination or those deemed significant.

Approval of Shareholders

All material related party transactions must be approved by the shareholders, and transactions exceeding the thresholds set under Section 188 of the Companies Act 2013 must be placed before the shareholders for approval.

Standards for Review and Approval of Related Party Transactions

Related Party Transactions reviewed under this Policy will be approved if they are authorized by the Audit Committee, Board, or Shareholders in accordance with the policy's standards. The Audit Committee/Board will review factors such as:

• The Related Party’s interest in the transaction.
• Whether the transaction is in the ordinary course of business and at arm’s length.
• The approximate amount involved and whether it presents any reputational or conflict of interest issues.

Determination of Ordinary Course of Business

“In the Ordinary Course of Business” refers to regular acts and transactions undertaken by the Company as part of its routine operations.

Determination of Arm’s Length Nature of the Related Party Transaction

The Audit Committee shall determine the arm's length nature of the price charged for the Related Party Transaction by relying on permissible methods and professional opinions, as needed.

Identification of Potential Related Party Transactions

Each director and Key Managerial Personnel is responsible for notifying the Audit Committee of any potential Related Party Transactions, providing details for assessment and approval.

General Principles

The Board is responsible for managing potential conflicts of interest arising from Related Party Transactions. The Independent Directors must ensure adequate deliberation before approving related party transactions.

Disclosures

The Company is required to disclose Related Party Transactions in the Board's Report and Annual Report, as well as maintain a register of contracts or arrangements with Related Parties.

Amendment in Law

Any subsequent amendments to the Listing Agreement or applicable laws will automatically apply to this Policy. The Policy will be communicated to all operational employees and concerned persons of the Company.

1. Introduction

The Board of Directors (the "Board") of Repono Limited (the "Company") has adopted this policy for determination of “Material Subsidiaries.” The Board may review and amend this policy from time to time. This Policy is in accordance with the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The primary objective of this policy is to determine material subsidiaries of Repono Limited.

2. Definitions

• Audit Committee or Committee: The Audit Committee constituted by the Board of Directors of the Company under the provisions of Listing Regulations 2015 and the Companies Act 2013.
• Board of Directors or Board: The Board of Directors of Repono Limited.
• Company: Repono Limited.
• Control: As defined in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011.
• Independent Director: An Independent Director as referred to in section 149(6) of the Companies Act 2013 and/or Regulation 16(b) of the Listing Regulations 2015.
• Management: The Senior Management and Key Managerial Personnel of Repono Limited.
• Material Unlisted Indian Subsidiary: An unlisted subsidiary incorporated in India whose income or net worth exceeds 20% of the consolidated income or net worth of the listed holding company and its subsidiaries in the immediately preceding accounting year.
• Policy: This policy on Material Subsidiaries.
• Significant Transaction or Arrangement: Any individual transaction or arrangement that exceeds 10% of the total revenues, expenses, assets, or liabilities of the material unlisted subsidiary for the immediately preceding accounting year.
• Subsidiary: A subsidiary company as defined under section 2(87) of the Companies Act 2013 and its rules.

3. Scope & Applicability

A subsidiary shall be considered “Material” if the investment of the Company in the subsidiary exceeds 20% of its consolidated net worth as per the audited balance sheet of the previous financial year, or if the subsidiary has generated 20% of the consolidated income of the Company during the previous financial year.

If the listed holding company has a listed subsidiary, the policy shall apply to the listed subsidiary with respect to its own subsidiaries.

4. Policy

• The Audit Committee of the Company shall review the financial statements, particularly the investments made by the unlisted subsidiary, on an annual basis.
• The minutes of the meetings of the Board of Directors of the unlisted subsidiary shall be placed before the Board of Directors of the Company.
• The management of the unlisted subsidiary shall periodically present a statement of all significant transactions and arrangements entered into by the unlisted subsidiary to the Board of Directors of the Company.
• The management shall present to the Audit Committee annually the list of subsidiaries together with the details of materiality. The Audit Committee shall review and make suitable recommendations to the Board.

Shareholder Approval

The Company shall not, without the prior approval of the shareholders by way of a Special Resolution:

• Dispose of shares in its material subsidiary resulting in a reduction of its shareholding (either on its own or together with other subsidiaries) to less than 50% or cease to exercise control over the subsidiary, except where such divestment is made under a scheme of arrangement approved by a Court/Tribunal.
• Sell, dispose, or lease assets amounting to more than 20% of the assets of the material subsidiary unless the sale, disposal, or lease is made under a scheme of arrangement approved by a Court/Tribunal.

5. Disclosures

This Policy shall be disclosed on the Company's website: www.repono.in, and a web link to it shall be disclosed in the Company’s Annual Report.

6. Amendments to the Policy

The Board of Directors may amend this Policy as deemed fit. Any provision of this Policy may be subject to revision or amendment in accordance with relevant statutory authorities' regulations, notifications, or circulars. In case of any inconsistency, the amendments shall prevail, and this Policy shall be modified accordingly.

Preface

In accordance with the requirements of Regulation 25 and 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities, the nature of the industry in which the Company operates, the business model of the Company, etc., through various programmes. These familiarization programmes aim to provide an understanding of the Company’s business, its operations, business strategies, management structure, risk management framework, and the regulatory environment in which the Company operates. The programme is designed to provide insights into the Company, enabling the Independent Directors to understand its business and operations in depth and contribute significantly to the Company’s growth.

Applicability

The Familiarization Programme will be conducted for both new and continuing Independent Directors of the Company. It aims to provide an in-depth understanding of the Company’s business, the roles and responsibilities of Independent Directors, the nature of the industry in which the Company operates, and the Company’s business model. The programme will involve suitable training sessions to enable Independent Directors to contribute significantly to the Company.

Continuing Education Process

The Company, through its Managing Director, Executive Director, or Key Managerial Personnel, conducts periodic programmes and presentations to familiarize the Independent Directors with the Company’s strategy, operations, and functions. These programmes provide opportunities for the Independent Directors to interact with Senior Management and gain a better understanding of the Company’s strategy, business model, operations, service and product offerings, markets, organizational structure, finance, human resources, technology, quality, facilities, and risk management.

These programmes also familiarize Independent Directors with their roles, rights, and responsibilities.

When a new Independent Director joins the Board, a meeting is arranged with the Chairperson, Managing Director, and Chief Financial Officer to discuss the functioning of the Board and the nature of the Company’s operations.

In addition, the Company may circulate industry-related news and articles, and provide regulatory updates from time to time.

At Board meetings, updates on the regulatory and business environment, risk management, company policies, financial parameters, business performance, operations, senior management changes, litigation, compliance, and subsidiary data are presented.

The Board also informs Independent Directors about the annual budget, internal and statutory audits, corporate social responsibility strategies, business performance, and other company policies such as those related to social responsibility, remuneration criteria, vigil mechanisms, and related party transactions.

Other Initiatives to Update the Directors on a Continuing Basis

Directors are given the opportunity to visit the Company’s plants, where plant heads brief them on the operational and sustainability aspects to provide a comprehensive understanding of the Company’s activities and initiatives on safety, quality, corporate social responsibility (CSR), sustainability, etc.

At various Board meetings throughout the year, presentations are made on topics such as safety, health, environment, sustainability issues, risk management, company policies, changes in the regulatory environment, and business excellence under the Business Excellence Model. Presentations also cover business performance, operations, market share, financial parameters, working capital management, fund flows, senior management changes, litigation, compliance, and subsidiary information.

Half-yearly results and press releases of the Company are also sent to the Directors.

Disclosure

This Policy will be uploaded on the Company’s website for public information, and a web link to the same will be provided in the Company’s Annual Report as required under the Listing Agreement.

Review of the Programme

The familiarization process will be revised periodically to provide more information to Independent and Non-Executive Directors, enabling them to contribute significantly to the growth of the Company.

The Board may, subject to applicable Listing Regulations, review and amend any provisions of this Programme or replace it entirely with a new programme as needed.

Introduction

In accordance with the requirements of Regulation 25 of the Listing Agreement and Schedule IV of the Companies Act 2013, the Company shall familiarize the Independent Directors (hereinafter referred to as “Directors”) through a Familiarization Programme (hereinafter referred to as “Programme”). This Programme aims to provide an in-depth understanding of the Company’s business to enable the Directors to contribute significantly to the Company.

Purpose & Objective

The Programme aims to achieve the following objectives:

• To apprise the Directors about the operating system of the Company for its business operations;
• To inform them of all applicable laws, rules, regulations, and guidelines;
• To make them aware of their roles, responsibilities, and liabilities pursuant to the Companies Act 2013;
• To generate valuable and informed decisions from the Directors on matters brought up at Board Meetings;
• To update the Directors on a continuing basis regarding any significant changes, ensuring they are in a position to take well-informed and timely decisions.

Process

When a new Independent Director is appointed, a familiarization programme, as described above, is conducted by the senior management team. Additionally, when a new member is appointed to a Board Committee, relevant information regarding the functioning of the Committee and the roles and responsibilities of the members is provided. Each of our Independent Directors has attended such an orientation programme when they were inducted into the Board, and these programmes are generally spread over two days.

Name: Manoj Kumar Pandey

Contact No.: 022-4014 8290

Email ID: investorgrievance@repono.in

The Dividend Distribution Policy (“the policy”) establishes the principles to ascertain amounts that can be distributed to equity shareholders as dividends by the Company and enables the Company to strike a balance between payout and retained earnings to address future needs.

Dividends will continue to be declared on a per-share basis on the Ordinary Equity Shares of the Company with a face value of ₹10 each. The Company currently has no other class of shares, and dividends will be distributed amongst all shareholders based on their shareholding on the record date.

Dividends will generally be recommended by the Board once a year after the announcement of the full-year results and before the Annual General Meeting (AGM) of the shareholders, as permitted by the Companies Act 2013. The Board may also declare interim dividends as permitted by the Companies Act 2013.

The Company follows a consistent dividend policy, balancing the objective of appropriately rewarding shareholders through dividends while supporting future growth. Subject to applicable law, the Company’s dividend payout will be determined based on financial resources, investment requirements, and optimal shareholder return. Within these parameters, the Company aims to maintain a total dividend payout ratio in the range of 20% to 35% of the annual standalone Profits after Tax (PAT).

Factors Affecting Dividend Payout

Internal Factors

• Profitable growth of the Company, specifically profits earned during the financial year compared with previous years and internal budgets.
• Cash flow position of the Company.
• Accumulated reserves.
• Earnings stability.
• Future cash requirements for organic and inorganic growth.
• Brand acquisitions.
• Current and future leverage, including contingent liabilities.
• Deployment of funds in short-term marketable investments.
• Long-term investments.
• Capital expenditure(s).
• Debt to equity ratio (at both net and gross debt levels).

External Factors

• Business cycles.
• Economic environment.
• Cost of external financing.
• Applicable taxes, including tax on dividend.
• Industry outlook for future years.
• Inflation rate.
• Changes in Government policies, industry-specific rulings, and regulatory provisions.

In addition to the above, the Board will also consider past dividend history and shareholder expectations while determining the dividend rate. The Board may recommend a special dividend under special circumstances.

Non-Declaration or Lower Dividend Payout

The Board may consider not declaring a dividend or recommending a lower payout for a given financial year after analyzing prospective opportunities, threats, or in the event of challenging circumstances such as regulatory or financial changes. In such cases, the Board will provide a rationale in the Annual Report.

Usage of Retained Earnings

The retained earnings of the Company may be used in the following ways:

• Capital expenditure for working capital.
• Organic and/or inorganic growth.
• Investment in new or existing businesses.
• Declaration of dividend.
• Capitalization of shares.
• Buyback of shares.
• General corporate purposes, including contingencies.
• Correcting the capital structure.
• Any other permitted usage as per the Companies Act 2013.

Review of Policy

This policy may be reviewed periodically by the Board. Any changes or revisions to the policy will be communicated to shareholders in a timely manner.

1. Introduction to the Policy

Repono Limited believes in equal employment opportunity. We do not tolerate verbal or physical conduct creating an intimidating, offensive, or hostile environment for employees. Harassment of any kind, including sexual harassment, is forbidden in the Company, and every employee has the right to be protected against it.

We are committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias, and sexual harassment. The Company believes that all employees have the right to be treated with dignity.

This Sexual Harassment Policy has been formed under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act 2013, to prohibit, prevent, or deter acts of sexual harassment at the workplace and provide procedures for redressal of complaints pertaining to sexual harassment.

2. Scope

• This policy applies to employees, workers, volunteers, probationers, and trainees, including those on deputation, part-time, contract, or working as consultants (whether in the office premises or outside while on assignment). This policy is part of the employment contract or terms of engagement.
• Where an alleged incident occurs to our employee by a third party while on duty outside our premises, the Company will take reasonable steps to support our employee.

3. What Constitutes Sexual Harassment?

Sexual harassment refers to unwelcome sexually determined behavior (directly or through implication), including:

• Physical contact and advances;
• A demand or request for sexual favors;
• Sexually colored remarks;
• Showing pornography;
• Other unwelcome physical conduct of a sexual nature, lurid stares, physical contact, molestation, or stalking;
• Verbal harassment such as lewd comments, sexual jokes, or references, and offensive personal remarks;
• Any behavior perceived as having sexual overtones.

4. Redressal System

If you experience sexual harassment in the course of your work, we urge you to come forward with a written complaint. Your complaint will be taken seriously, and confidentiality will be maintained. We have zero tolerance for proven harassment cases.

A complaint can be made in writing or electronically to the Internal Complaints Committee. The Committee may verify the contents of the complaint before proceeding. The complaint should be submitted within 3 months of the occurrence (extendable to 6 months under exceptional circumstances).

If the complainant cannot make a written complaint due to physical or mental incapacity, their legal heirs can file it on their behalf.

Redressal Mechanism:

• The accused will be informed of the complaint, and no unfair retaliation will be tolerated.
• The complainant may request conciliation with the accused in the presence of the Committee.
• The Committee will investigate the matter and question both parties and any witnesses. Relevant documents may also be requested.
• The complainant may request leave or transfer during the inquiry process to ensure a comfortable work environment.
• The investigation must be completed within 3 months. If the accused is found guilty, disciplinary action will be taken.
• Parties may appeal the investigation’s outcome in court within 90 days.

5. Disciplinary Action

Where misconduct is found, appropriate disciplinary action will be taken, including transfer, withholding promotion, suspension, or dismissal. If a false complaint is made maliciously, disciplinary action may be taken against the complainant as well.

All complaints and witnesses will be protected from retaliation, and any unethical behavior by the accused will result in disciplinary action.

Recognizing the need to ensure the preservation and availability of the Documents of the Company after their required regulatory preservation period for legal, administrative, and historical purposes, the Company adopts the following archival policy for documents hosted on its website:

• All Documents generated, disclosed, or received by the Company on its website for shareholder communication are the property of the Company and constitute archival material.
• Archival material shall not be destroyed or purged without the approval of the Authorized Person. Accidental deletion or deletion due to system flaws, viruses, or other unintended causes is not considered a violation.
• The Authorized Person, in consultation with the Board, will decide how long archival material is retained if no legal time period is specified. However, the retention period shall not be less than 3 years.
• Documents submitted to the stock exchange for compliance with disclosure norms will be archived after the preservation period of 5 years, as specified in Regulation 30(8).
• For Documents submitted to the stock exchange to comply with disclosure norms under other applicable laws, they will be archived after the specified or required period.

Code of Conduct to Regulate, Monitor, and Report Trading by Designated Persons and Their Immediate Relatives

Introduction

Repono Limited has framed this Code of Conduct for the prevention of Insider Trading (hereinafter referred to as "the Code") under Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 (hereinafter referred to as "SEBI (PIT) Regulations").

Definitions

• Board: The Board of Directors of the Company.
• Code or Code of Conduct: The Code of Internal Procedures and Conduct for Regulating, Monitoring, and Reporting of trading by insiders of Repono Limited, as amended from time to time.
• Company: Repono Limited.
• Compliance Officer: The Company Secretary or other senior officer responsible for compliance, maintenance of records, and implementation of this code under the overall supervision of the Board of Directors.
• Connected Person: Any person associated with the Company who has access to unpublished price-sensitive information or has been associated with the Company in any capacity that provides access to such information.
• Designated Employee(s): Includes employees in the grade of General Manager and above, employees in the finance, accounts, secretarial, and legal departments, and any other employees as determined by the Compliance Officer.
• Immediate Relative: A spouse, parent, sibling, or child of the person or the spouse, who is either financially dependent or consults the person on trading decisions.
• Insider: A connected person or anyone in possession of unpublished price-sensitive information.
• Unpublished Price-Sensitive Information (UPSI): Information that is not generally available and is likely to affect the price of the Company’s securities, including financial results, dividends, capital structure changes, mergers, acquisitions, etc.

Role of the Compliance Officer

The Compliance Officer is responsible for monitoring adherence to the rules regarding the preservation of unpublished price-sensitive information, pre-clearance of trades by designated persons, and reporting on insider trading activities to the Board and Audit Committee. The Compliance Officer also assists employees in addressing clarifications regarding SEBI’s regulations.

Preservation of Unpublished Price-Sensitive Information

Designated persons must maintain the confidentiality of all unpublished price-sensitive information. Such information should only be shared on a "need to know" basis and should not be communicated to others without approval. The Company will take steps to protect this information through security measures and limited access.

Trading Plan

An insider may present a trading plan to the Compliance Officer for approval. Once approved, the plan will be publicly disclosed, and the insider can trade within the plan without requiring further pre-clearance. Trading windows and contra trade restrictions will not apply to trades carried out as per the approved plan.

Trading Window and Window Closure

The trading window is a specified period when designated persons can trade in the Company’s securities. The trading window will be closed during periods when unpublished price-sensitive information is not generally available. Designated persons must not trade during the window closure period.

Pre-clearance of Trades

All designated persons and their immediate relatives intending to trade in securities above a certain threshold must obtain pre-clearance from the Compliance Officer. Trades must be executed within one week of receiving pre-clearance, and contra trades are prohibited for six months following the initial transaction.

Reporting Requirements

Designated persons, including Promoters and Directors, must disclose any trades exceeding ₹10 lakhs within two trading days to the Company. The Compliance Officer will then report these trades to the stock exchange. All records of disclosures will be maintained for five years.

Penalty for Contravention of the Code

Violations of this Code may result in penalties, including wage freezes, suspension, and other disciplinary actions. SEBI may also take legal action for violations of the SEBI (Prohibition of Insider Trading) Regulations 2015.

I. Preamble

As a listed company, Repono Limited (the “Company”) is obligated to comply with the disclosure requirements of SEBI (Prohibition of Insider Trading) Regulations 2015 (the “Regulations”). The fair disclosure requirements set forth in the Regulations are premised on ensuring that all persons investing in securities of listed companies have equal access to information that may affect their investment decisions. The integrity of the capital markets relies on the full and fair disclosure of material information concerning public companies.

Regulation 8(1) of SEBI’s Prohibition of Insider Trading Regulations requires the Board of Directors of every listed company to formulate and publish on its official website a "Code of Practices and Procedures for Fair Disclosure" that it will follow to adhere to the principles set out in Schedule A to the Regulations.

II. Definitions

• Chief Investor Relations Officer: The person designated by the Disclosure Code Committee from time to time.
• Company: Repono Limited.
• Compliance Officer: The Company Secretary or a senior officer designated so, who reports to the Board of Directors.
• Connected Person: Any person who has a direct or indirect association with the Company that allows access to unpublished price-sensitive information.
• Dealing in Securities: Subscribing, buying, selling, or agreeing to subscribe, buy, or sell any securities either as principal or agent.
• Fair Disclosure Code: This Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
• Generally Available Information: Information that is accessible to the public on a non-discriminatory basis.
• Unpublished Price Sensitive Information (UPSI): Any information relating to the Company or its securities that is not generally available and that could materially affect the price of the securities when made public. This includes information related to financial results, dividends, mergers, acquisitions, changes in capital structure, and key managerial personnel.

III. Interpretation

Terms not defined in this Fair Disclosure Code shall have the same meaning as assigned to them in SEBI regulations, the Companies Act 2013, or other applicable laws. Any modifications or amendments to the Fair Disclosure Code shall be approved by the Board of Directors.

IV. Applicability

This Fair Disclosure Code has been formulated and adopted by the Board of Directors of the Company, in line with SEBI regulations, and is effective upon implementation.

V. Code Defining Principles of Fair Disclosure

1. Aims of Corporate Disclosure Procedures and Practices

• To raise awareness about the Company’s approach to disclosure among directors, senior management, and employees;
• To ensure prompt and systematic disclosure of UPSI that impacts price discovery;
• To promote transparency and ensure that material information is made public in a non-discriminatory manner.

2. Objectives of Corporate Disclosure Procedures and Practices

• To ensure timely and accurate disclosure of UPSI that could affect investor decision-making;
• To prevent selective disclosures and ensure wide dissemination of material information;
• To protect the confidentiality of sensitive information and provide a framework for confidence in the integrity of the Company’s information releases.

3. Corporate Disclosure Procedures

The Company is committed to supporting the timely and accurate disclosure of material information as required under SEBI regulations. The Fair Disclosure Code covers all financial and non-financial disclosures, statements made in the Company’s reports, press releases, and public statements made by senior management, and any communication that could reasonably impact the Company’s stock price.

4. Disclosure Code Policy

The Company has established a Disclosure Code Policy to oversee and govern the Fair Disclosure Code, ensuring compliance with SEBI regulations. This includes monitoring disclosure requirements, developing amendments, and reviewing all material information prior to its release to the public.

5. Formal Disclosure of Material Information

The Company’s senior officers will disseminate material information promptly, enabling the Disclosure Committee to determine if it needs to be made generally available. If there is any doubt, the Committee must be consulted.

6. Approval by Committee Before Public Disclosure

All news releases and public statements containing potentially price-sensitive information must be reviewed and approved by the Committee before release.

7. Issuance of News Releases

News releases must be factual, balanced, and provide sufficient detail for investors to understand the nature and substance of the information. Any material information must be publicly disclosed in this manner.

8. Selective Disclosure

No selective disclosure of price-sensitive information should be made. If inadvertently disclosed, the Company must take immediate steps to ensure that the information is made public.

9. Correcting Errors

If a news release or public statement contains errors, the Committee must immediately take steps to publicly disclose the correct information.

10. Communicating Material Information

All confidential information should be treated as material and communicated only on a "need-to-know" basis. Unauthorized dissemination of price-sensitive information is prohibited, except for legitimate purposes as outlined in SEBI regulations.

11. Corporate Disclosure and Electronic Communications

All communications through the Company’s website, social media, or electronic channels must comply with this policy. Public disclosures must precede website updates or social media posts, and all continuous disclosure documents must be posted in the Investor Relations section of the Company’s website.

12. Forward-Looking Information

When providing forward-looking information, the Company will ensure that such information has a reasonable basis and is accompanied by cautionary statements regarding the factors that could impact actual results.

13. Contacts with Analysts, Investors, and Media

Disclosure of any material information to analysts, investors, or the media must be preceded by a press release to ensure that the information is available to all investors concurrently.

14. Quiet Periods

Quiet periods will be observed prior to the release of quarterly and annual financial results, during which the Company will not engage with analysts or investors unless required by law.

15. Rumors

As a matter of policy, the Company will not comment on rumors or speculation. However, if required by the stock exchanges, the Company may issue a clarification.

16. Disclosure Record

The Corporate Communications Department will maintain a record of all public disclosures and ensure compliance with regulatory requirements for document retention.

17. Personal Responsibility

All directors, officers, and employees of the Company are responsible for ensuring compliance with SEBI regulations and this Fair Disclosure Code.

18. Communication of the Policy

This policy will be communicated to all employees, and a copy will be made available on the Company’s website. All employees are required to understand and comply with this policy.

19. Responsibility for Policy Management and Administration

The Head of Corporate Communications, under the direction of the Disclosure Committee, is responsible for the ongoing administration and management of this Fair Disclosure Code.

Contact Person: Indrajeet Shinde

Contact No.: 023-4014 8290

Email ID: info@repono.in

Registered Address: S-3061, 3rd Floor, Plot No. 03, Akshar Business Park, Sector-25, Vashi, Sanpada, Thane, Navi Mumbai, Maharashtra 400703.

Plant/Factory Address: [Address not specified]

Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management

Definitions

The definitions of some of the key terms used in this Policy are given below:

• Board: Board of Directors of Repono Limited.
• Company: Repono Limited.
• Committee(s): Committees of the Board for the time being in force.
• Employee: Employee of the Company, whether employed in India or outside India, including employees in the Senior Management Team of the Company.
• HRD: Human Resource Department of the Company.
• Key Managerial Personnel (KMP): Refers to Key Managerial Personnel as defined under the Companies Act 2013 (the Act), including:
  • Managing Director or Chief Executive Officer or Manager or Whole Time Director;
  • Chief Financial Officer;
  • Company Secretary;
  • Such other officers not more than one level below the directors who are in whole-time employment, designated as KMP by the Board.
• Nomination and Remuneration Committee (NRC): Nomination and Remuneration Committee of the Board of Directors.
• Senior Management: Officers/personnel of the Company who are members of its Core Management Team, excluding the Board of Directors. This shall comprise all members of management one level below the CEO/Managing Director/Whole-Time Director, including functional heads, the Company Secretary, and the Chief Financial Officer.

Appointment of Directors

The NRC reviews and assesses Board composition and recommends the appointment of new Directors. In evaluating the suitability of individual Board members, the NRC considers the following criteria regarding qualifications, attributes, and independence:

• All Board appointments will be based on merit, considering skills, experience, independence, and knowledge necessary for effective Board function.
• The ability of the candidate to devote sufficient time and attention to their obligations as Independent Directors for informed and balanced decision-making.
• Adherence to the Code of Conduct and the highest level of Corporate Governance by Independent Directors.

Based on the recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection. The Board, through the Chairman, will interact with the new member to obtain their consent for joining the Board. Upon receipt of consent, the new Director will be co-opted by the Board in accordance with applicable provisions of the Act and the Rules made thereunder.

Removal of Directors

If a Director becomes disqualified under any applicable Act, rules, or regulations, or due to non-adherence to the Company’s policies, the NRC may recommend removal to the Board with reasons recorded in writing, subject to compliance with statutory provisions.

Senior Management Personnel

The NRC identifies qualified persons for senior management positions and recommends their appointment or removal to the Board, as per the criteria laid out. Senior Management personnel are appointed, promoted, or removed with the authority of the Chairman based on business needs and the candidate's suitability.

Succession Planning

Purpose

The Talent Management Policy outlines the approach to managing talent in the Company, ensuring the implementation of strategic business plans.

Board

Successors for Independent Directors are identified by the NRC at least one quarter before the scheduled term expires. In case of separation of Independent Directors, successors will be appointed as soon as possible, but no later than the next Board meeting or within three months of the vacancy.

For Executive Directors, the NRC will identify successors from Senior Management or external sources. The Board may also decide not to fill the vacancy at its discretion.

Senior Management Personnel

A good succession planning program aims to identify high-potential individuals, train them, and feed the pipeline with new talent. This ensures replacements for key job incumbents in KMP and senior management positions. The Talent Management framework addresses the following:

• Skills and competencies needed to implement strategic business plans;
• The succession pipeline for critical positions;
• Individual development plans for those in the succession pipeline and others.

The framework uses the following approach:

• Experience: Long and short-term assignments (60% weightage).
• Exposure: Coaching and mentoring (20% weightage).
• Education: Learning and development initiatives (20% weightage).

Individual Development Action Plans (IDAPs) are drawn up for key executives to ensure a seamless flow of talent within the Company.

This is the internal policy of Repono Limited for handling investor grievances.

Complaint Submission

An investor or client can submit a complaint through email or letter to the Company. Complaints can be sent by letter to the Company’s Head Office, either by mail or hand delivery. The handling of all investor grievances is centralized and managed by the Compliance Department at the corporate office.

Designated Email

In compliance with SEBI directives, a designated email address, investorgrievance@repono.in, has been created and is displayed on the Company's website: www.repono.in. This email is monitored daily by the Compliance Department.

Grievance Handling Process

All investor grievances received in writing, either at the head office or via email, will be verified and scrutinized by the Compliance Department. The department will take necessary steps to resolve the complaint within 1-2 working days of receipt. Full details of the complaint will be shared with the Compliance Officer and the Registrars & Transfer Agents (R&TA) as soon as it is received. The investor will be contacted via letter or email to acknowledge receipt of the complaint.

The Corporate Secretarial Department will gather all necessary information for a proper investigation and resolution of the complaint. The Company aims to resolve investor complaints within 15-25 days of receipt.

Monitoring & Reporting

The status of complaints, including their receipt, redressal, and pendency, will be periodically monitored and reported to the R&TA. The Company engages a practicing Company Secretary for conducting a Reconciliation of Share Capital Audit on a quarterly basis. A Compliance Certificate is issued on a half-yearly basis, confirming the timely delivery of share certificates following registration of transfers, as required under SEBI regulations.

Regular Review

The status of investor grievances will be placed before the Shareholders/Investors Grievance Committee on a quarterly basis. Bigshare Services Private Limited, the Company's R&TA, is primarily responsible for resolving investor grievances related to issues such as share transfers and other investor services.

Handling SEBI Complaints

All investor complaints received through SEBI’s online “SEBI Complaints Redress System” (SCORES) will be regularly monitored and resolved promptly.

Grievance Register

All investor grievances, whether received in hard copy or soft copy, will be recorded in an Excel register (soft copy) in the format specified in Annexure-1 on the same day of receipt. The Compliance Officer will ensure timely verification and initiate steps to resolve the complaint. A monthly MIS report, summarizing complaints received, pending, or resolved, will be provided to the designated Directors of the Company.

Complaint Types

The Company will maintain a hard copy of the complaint register, categorized by function, including Broking, DP, and PMS complaints, as per the format in Annexure-1. The Compliance Department will ensure that all necessary information is recorded, from receipt of the complaint to its resolution.

Compliance Officer's Responsibility

The Compliance Officer will sign off on the complaint only after it has been resolved.

Policy Review

This policy will be reviewed as necessary by management or whenever changes are mandated by statutory authorities.

Annexure-1

Sr. No.	Client Code	Client Name & Date of Complaint	Particulars of Complaint	Complaint Receipt Date	Mode of Receipt	Handover to Department	Date of Redressal of Grievance	Remarks

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR EMPLOYEES

Introduction:

This policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management and other Directors and/or employees has been formulated by the Committee in compliance with Section 178 of the Companies Act 2013, read along with applicable rules.

Objectives of the Committee:

The Committee shall:

• Formulate the criteria for determining qualifications, positive attributes, and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel, and other employees.
• Formulate criteria for evaluating the Independent Director and to carry out evaluation of every Director’s performance, providing necessary reports to the Board for further evaluation.
• Devise a policy on Board diversity.
• Identify persons who are qualified to become Directors and persons who may be appointed in Key Managerial and Senior Management positions according to the criteria laid down in this policy.
• Provide Key Managerial Personnel and Senior Management rewards linked to their effort, performance, dedication, and achievement relating to the Company’s operations.
• Retain, motivate, and promote talent to ensure long-term sustainability and create a competitive advantage.
• Ensure that the level and composition of remuneration is reasonable and sufficient, the relationship between remuneration and performance is clear, and meets appropriate performance benchmarks.
• Carry out any other function as mandated by the Board or enforced by any statutory notification, amendment, or modification as applicable.
• Perform other functions necessary for the performance of its duties.
• Develop a succession plan for the Board and regularly review the plan.

Definitions:

• “Act”: Act means the Companies Act 2013 and rules framed thereunder, as amended from time to time.
• “Board”: Board refers to the Board of Directors of the Company.
• “Company”: Company refers to Repono Limited.
• “Senior Management”: Senior management refers to personnel of the Company who are part of the core management team, excluding the Board of Directors.
• “Nomination and Remuneration Committee”: A Committee of the Board of Directors constituted under Section 178 of the Companies Act 2013.
• “Policy” or “This Policy”: Refers to the Nomination and Remuneration Policy.
• “Remuneration”: Money or its equivalent given to a person for services rendered, including perquisites as defined under the Income-tax Act, 1961.
• “Independent Director”: As per the Companies Act 2013, an Independent Director is a non-executive director, other than a nominee director of the Company.
• “Key Managerial Personnel (KMP)”: Key Managerial Personnel refers to the Managing Director, CEO, manager, or in their absence, a whole-time director, the Company Secretary, the Chief Financial Officer, and other officers prescribed under statutory provisions.

Constitution of the Nomination and Remuneration Committee:

The Board has the power to constitute or reconstitute the Committee in alignment with the Company's policy and applicable statutory requirements.

• The Committee shall consist of at least three non-executive directors, with a majority being independent.
• At least two members shall constitute a quorum for Committee meetings.
• The Committee's membership shall be disclosed in the Annual Report.
• The Committee's term shall continue unless terminated by the Board.

Chairman:

• The Chairman of the Committee shall be an Independent Director.
• The Chairperson of the Company may be appointed as a member but shall not serve as the Chairman of the Committee.
• In the Chairman's absence, members present shall elect one among them as Chairman.
• The Chairman or a nominated member shall attend the Annual General Meeting to address shareholder queries.

Frequency of Meetings:

The Committee shall meet at regular intervals as required.

General Appointment Criteria:

• The Committee shall evaluate the integrity, qualifications, expertise, and experience of candidates for Director, KMP, or Senior Management roles.
• The Company shall ensure that appointees are not disqualified under the Companies Act 2013 or any other applicable enactments.
• The Company shall follow the appointment procedure under the Companies Act 2013 or other relevant regulations.

Tenure:

The term or tenure of Directors shall be governed by the provisions of the Companies Act 2013 and its rules.

Removal:

The Committee may recommend the removal of a Director, KMP, or Senior Management due to disqualification or other grounds, subject to compliance with applicable regulations.

Retirement:

Retirement shall follow the provisions of the Companies Act 2013 and the Company’s prevailing policy, with discretion for the Board to retain personnel as needed.

Criteria for Evaluation of the Board:

Evaluation criteria include:

• For Executive Directors, evaluation is based on the targets or criteria set by the Board.
• For Non-Executive Directors, evaluation includes factors such as objectivity, responsibilities, attendance, and corporate governance assistance.

Remuneration:

The Committee recommends remuneration for the Managing Director, Whole Time Director, KMP, and Senior Management, balancing fixed and incentive pay to meet Company objectives.

General:

• Remuneration for KMP and Senior Management shall be recommended by the Committee and approved by the Board.
• Increments may be recommended within the limits approved by shareholders.
• Insurance taken by the Company for KMP or employees shall not be part of remuneration unless proven guilty.

Remuneration to Managerial Person, KMP, and Senior Management:

• Fixed pay shall be approved by the Board following the Committee's recommendation, including employer contributions and perquisites.
• If the Company has inadequate profits, remuneration shall follow the provisions of Schedule V of the Companies Act 2013.

Remuneration to Non-Executive/Independent Directors:

• Non-Executive/Independent Directors may receive remuneration or commission per the Companies Act 2013.
• Sitting fees shall not exceed the statutory limit per meeting.

Minutes of Committee Meetings:

All meeting proceedings must be minuted and signed by the Chairman. These minutes will be tabled at subsequent meetings.

Amendment of Policy:

The Board of Directors may amend this policy in whole or in part per the Companies Act 2013, SEBI Regulations, or other applicable rules.

Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”) requires that the listed entity shall have a policy for the preservation of documents approved by its board of directors, classifying them in at least two categories as follows:

• Documents whose preservation shall be permanent in nature;
• Documents with a preservation period of not less than eight years after completion of the relevant transactions.

Provided that the listed entity may keep documents specified in clauses (a) and (b) in electronic mode.

Preamble:

This Preservation of Records Policy (“Policy”) is aimed at the preservation and maintenance of Records (as defined hereunder) of ________________ Repono Limited (“Company”). During the course of business, the Company generates several Records either in physical or electronic modes. Most of the Records are useful for a shorter span of time, hence they are kept for a definite period. However, some Records may need to be kept permanently during the lifetime of the Company. To preserve such Records, the Company needs to implement a well-documented plan to ensure that they remain trustworthy and useful over time.

The Policy has been approved by the board of directors of the Company (“Board”) at their board meeting. The Policy shall be effective from the date of approval by the Board of Directors.

Purpose of the Policy:

The purpose of this policy is to establish the framework needed for the effective management of the Records at the Company and to set principles for the Company's approach to preservation of its Records. A good record-keeping program is fundamental to the Company’s commitment to administrative transparency and accountability. It enables the Company to account for decisions and actions by providing essential evidence in the form of Records and ensures the preservation of the Company’s collective memory.

Scope:

This Policy is applicable to the Company and all its departments. The Policy ensures that the Company maintains all Records (including electronic and paper documents) that it is bound to by statutory requirements. The Records must be maintained by the Company with a high degree of confidentiality and care.

Definitions:

• “Preservation”: Maintenance of documents, files, and Records in usable form.
• “Records”: All business Records of the Company in written, printed, recorded, or electronic form, including summons, notices, orders, declarations, registers, and minutes of meetings, as well as any documents issued, sent, or kept under the Companies Act 2013 or any other law.
• “Record Keeping”: Making and maintaining complete, accurate, and reliable evidence of business transactions.
• “Company”: ________________ Repono Limited.
• “Board of Directors” or “Board”: The Board of Directors of ______________ Repono Limited, as constituted from time to time.
• “Policy”: This Policy on Preservation of Records.
• “Storage Options”:
  • Online storage: Records are kept on a server or hard drive and are immediately available over a network.
  • Near-line storage: Records are stored on media like optical disks or tapes in automated libraries and are accessible over a network.
  • Offline storage: Records are stored on removable media and must be manually retrieved. This option is for Records that are rarely needed.

Policy

Legislative Framework and Standards:

• Companies Act 2013 and the applicable rules framed thereunder
• Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015

Responsibility of Record Keeping

Managers:

Managers are responsible for implementing and maintaining sound record-keeping practices within their administrative units. They must ensure that Records are created, maintained, and stored in accordance with the standards outlined in this policy, and that no Records are destroyed before their prescribed time limit.

Staff:

Every member of staff is responsible for making and keeping Records necessary to fully and accurately document the functions, activities, transactions, operations, policies, decisions, procedures, affairs, administration, and management of the Company. Staff must handle Records sensibly to avoid damage and prolong their life span.

Creation of Records:

All staff must create full and accurate Records documenting business activities. Records should be adequate to:

• Facilitate action by employees and their successors;
• Enable proper scrutiny of business conduct by authorized personnel;
• Protect the financial, legal, and other rights of the organization and its clients.

Maintenance of Records:

Digital Records must remain unchanged during preservation. They can be emails, web pages, database Records, or scanned paper Records. Physical Records should be maintained in books and files. Digital and physical Records must be saved at the registered office or another location approved by the Board. A Director or the Company Secretary must certify reproductions of original records on alternative media as true and accurate.

Disposal and Destruction of Records:

Records mentioned in Annexure A, which are temporary in nature, must be preserved for not less than 8 years, after which they can be destroyed. However, all Records in Annexure B must be preserved permanently during the Company’s lifetime. Care must be taken to avoid premature destruction or over-retention of Records.

Limitation and Amendment:

In the event of a conflict between this Policy and the Companies Act 2013 (or any other statutory enactment), the provisions of the Act shall prevail. Any subsequent amendments to laws or regulations will automatically apply to this Policy.

Disclosure:

This Policy will be communicated to all operational employees and disclosed on the Company’s website ______________.

Sr. No.	Annexure A (Records preserved for 8 years)	Annexure B (Records preserved permanently)
1	Proxy forms	Certificate of incorporation
2	Representation letters	Certificate of change of name (if any)
3	Inward file for correspondence requiring secretarial action	Memorandum and Articles of Association
4	Circular resolutions	"Counter folios of Share Certificates issued from time to time"
5	Annual reports	Licenses Issued and permissions by Regulatory Authority.
6	Consent and Resignation Letters received from the Directors	Statutory registers maintained under the Companies Act 2013
7	Central Government Approvals received	Common Seal (if applicable)
8	NSDL/CDSL Files	Minutes books of books of board, General meetings and Committees Meetings
9	Annual financial statements including:	Statuary forms and disclosure except for routine compliance
10	Annual accounts	Scrutinizers Reports
11	Directors report	Minute book
12	Auditor’s report	Any other Records/documents which will have a permanent value for the company event after the expiry of the of legal preservations period
13	Disclosures under takeover code
14	Declaration by directors under section 164 of the Companies Act, 2013
15	Declaration by directors under section 184 of the Companies Act, 2013
16	All documents under the Listing Agreement
17	Notice of General Meetings and Board Meetings
18	Documents on which the common seal of the company has been affixed.

Introduction:

Risk management is an integral part of business management and the internal control framework of ____________ Repono Limited (hereinafter referred to as "the Company").

The purpose of this policy is to enable the achievement of the Company's strategic financial objectives and targets in a controlled manner.

Risk management framework:

Risk management is an integral part of the Company's day-to-day operations and a key task of every project manager or person responsible for handling any assignment. A systematic risk management process is being evaluated for projects according to the project's size, complexity, and contract model.

Organisation:

The Managing Director of the Company organises risk management. The Managing Director approves risk management instructions and guidelines depending on the risks involved in a project, oversees the development of risk management systems, and practices of the Company.

The primary responsibility for managing risks rests with the business, where risks also primarily accrue. The Heads of business divisions are responsible for organising risk management in their respective business lines. The Head of a Division reports major risks and overall risk status to the Managing Director on a case-by-case basis.

The Audit Committee monitors the efficiency of the Company's risk management systems through Internal Audit. Additionally, the Audit Committee regularly reviews major risks during its meetings.

The Board oversees risk management and reviews the risk management processes of the Company with the assistance of the Audit Committee. Relevant major risks, as reported by the Internal Auditors, are regularly communicated to the Board.

Process:

The risk management system consists of coordinated activities to identify, evaluate, treat, and control all major risk areas of the Company in a systematic and proactive manner.

Evaluation of the risk by the Head of the Division:

Heads of Divisions are primarily responsible for addressing their risks by taking appropriate actions as necessary. Actions include justifying, transferring, or absorbing risks, or a combination of these approaches. The development of these actions is regularly reviewed within the organisation.

Risk Categories:

Risks are categorised as follows:

• External risk
• Internal risk
• Operational risk
• Financial risk

Project Risk Management process:

The project risk management process is followed throughout the project lifecycle, starting in the prospect and proposal phase and continuing systematically until the project's closure.

Description of risks:

Typical risks related to the business operations of the Company are described below. This list is not comprehensive as our operations may be subject to other risks as well.

i. External Risk

Markets: Economic uncertainties and risks of recession, particularly in the Indian market, persist. This risk could create uncertainty and delays in clients' decision-making and affect the Company's business and profitability. The Company mitigates these risks by maintaining a balanced portfolio across different industries, markets, and geographical areas.

Government policies and budgetary allocations: Adverse changes in government policies or budgetary allocations could materially affect the Company's revenues, growth, or operations.

Competition: The corporate automation sector faces intense global and local competition, including from non-traditional players. The Company differentiates itself by offering quality products and timely services at competitive costs.

ii. Internal risks:

Business development: Organic growth is a key component of the Company's strategy. Risks include potential shortages of skilled sales resources and delays in client decision-making. Larger, more complex projects are critical to achieving growth.

iii. Operational risks:

Skilled personnel: The success of the Company depends largely on retaining skilled personnel with an in-depth understanding of the services offered. Competition for management and skilled personnel is high. To address this, the Company regularly assesses manpower requirements and recruits experienced professionals.

Client relationships: Maintaining and growing client relationships is crucial for business growth. The responsibility for client relationships lies with the Heads of respective Divisions.

Liability: The Company faces liability risks related to delivering quality goods and services according to agreed terms.

Information technology: Efficiency depends on reliable information and communication technology systems. Risks include system failures and data breaches, mitigated through backups, malware protection, encryption, and network security controls.

Corporate accounting fraud: The Company mitigates accounting fraud risks through risk assessments, a whistleblower mechanism, internal control practices, and scrutiny of management data.

Legal Risk: The Company is exposed to legal risks and operates within the framework of applicable laws and regulations. The Company relies on professional advisors to manage legal risks.

Compliance with Local Laws: The Company faces risks related to international expansion, including complying with various national and local laws. The Company mitigates this through robust processes and external consultants.

iv. Financial risks:

The Company monitors financial stability and has developed a Risk Management Policy to achieve greater predictability of earnings and a stable planning environment. Financial risks include the availability of funds and fluctuations in interest rates and product costs. Long-term financing objectives focus on raising cost-efficient funds, ensuring financial stability, and maintaining flexibility.

Organisation Structure:

i. Role of the Managing Director and accountabilities:

The Managing Director is responsible for identifying, assessing, monitoring, and managing risks. Regular reports are submitted to the Board of Directors regarding risk management activities.

ii. Authority of the Managing Director:

The Managing Director has unrestricted access to employees, contractors, and records, as well as independent expert advice as needed for fulfilling risk management duties.

iii. Role of the Head of Divisions:

• Monitor material business risks within their areas of responsibility;
• Provide adequate information to the Managing Director on implemented risk treatment strategies to support reporting to the Board.

iv. Role of Individual employees:

• Recognise, communicate, and respond to emerging or changing material business risks;
• Contribute to the development of the Company's risk management system;
• Implement risk management strategies within their area of responsibility.

(Pursuant to the Listing Agreement)

In accordance with the provisions of the Listing Agreement, the Board of Directors of _______________ Repono Limited (“the Company”) has adopted this Policy upon the recommendation of the Nomination and Remuneration Committee.

The Board, based on the recommendation of the Nomination and Remuneration Committee, may amend this Policy from time to time to incorporate any subsequent amendment(s)/modification(s) in the Listing Agreement with respect to matters covered under this Policy or otherwise.

OBJECTIVE

The objective of this Policy is to ensure the orderly identification and selection of new directors or Senior Management in the event of any vacancy, whether such vacancy exists by reason of an anticipated retirement, an unanticipated departure, the expansion of the size of the Company, or otherwise.

DEFINITIONS

• “Act” shall mean the Companies Act 2013 and the Rules made thereunder, including modifications, amendments, clarifications, circulars, or re-enactments thereof.
• “Board” means Board of Directors of the Company.
• “Committee” means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.
• “Company” means _______________ Repono Limited.
• “Directors” mean Directors of the Company.
• “Key Managerial Personnel” means key managerial personnel as defined under the Companies Act 2013, which includes:
  • Managing Director or Executive Director or manager, and in their absence a whole-time director (includes Executive Chairman);
  • Company Secretary;
  • Chief Financial Officer; and
  • Such other officers as may be prescribed.
• “Policy” or “This Policy” means Succession Policy.
• “Senior Management” means personnel of the company who are members of its core management team excluding the Board of Directors. This includes all management members one level below the executive directors, including functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act 2013 and the Listing Agreement as may be amended from time to time shall have the meaning respectively assigned to them therein.

POLICY

The Committee shall periodically review and determine if there is reason to believe that one or more Director slots/Senior Management positions shall become vacant within the next twelve months and accordingly report its findings to the Board.

Procedure

If the Committee anticipates that a Director slot/Senior Management position will become vacant within the next twelve months (whether by reason of an announced intent to retire or otherwise), or if such position suddenly becomes vacant (whether by death or otherwise), the Committee shall, as soon as reasonably practicable, recommend to the Board/Audit Committee sufficient candidates for selection.

While identifying potential candidates for nomination as Director or Senior Management, the Committee may consult whatever sources it deems appropriate, including referrals from existing Directors or Senior Management and recommendations from third-party search firms.

The Committee shall have the authority to engage whatever advisors (including attorneys and search firms) it believes appropriate in its efforts to identify and evaluate potential candidates.

The Committee shall periodically review the list of high-performing employees within the Company who may be potential candidates for elevation to Senior Management and consider them in case of any vacancy arising at the Senior Management level.

Assessment of Candidates

The Committee shall make an initial assessment of potential candidates for the vacancy. It shall select candidates for an initial interview by one or more Members of the Committee. No candidate shall be recommended to the Board for selection without being interviewed by all Members of the Committee. When the Committee identifies individuals that meet the criteria mentioned in the Nomination Remuneration and Evaluation Policy of the Company, it shall recommend them to the Board for selection.

Emergency Succession

If a Director slot/Senior Management position suddenly becomes vacant by reason of death or another unanticipated occurrence, the Committee shall convene a special meeting as early as possible to implement the process described herein.

Review and Monitoring

The Nomination and Remuneration Committee shall review and monitor from time to time the implementation of this Policy to ensure its effectiveness and may also recommend changes, if any, to the Board to ensure effective succession planning.

Disclosures

The Company shall disclose this Policy on its website, and a web link to the Policy shall be provided in the Annual Report.

(Approved by Board on its meeting held on 24-09-2024)

BACKGROUND

Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (the “Listing Regulations”) requires “Repono Limited” (“Company”) to frame a policy for determination of materiality for disclosure of events or information to the “Stock Exchange” based on the criteria specified in the Listing Regulations. The policy is also required to be disclosed on the website of the Company. The events/information that would be disclosed would be as presently prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 as amended from time to time Companies Act 2013 and any other applicable laws and regulations.

SCOPE OF THE POLICY

The Policy will be applicable to all the events which fall under the criteria as disclosed under the section relating to “Disclosure of events or information to Stock Exchanges”. This Policy shall be read along with the Company’s Policy on Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (code of fair disclosure) framed in adherence to the principles for fair disclosure as outlined in the SEBI (Prohibition of Insider Trading) Regulations 2015. In this Materiality Policy the term “Issue Documents” shall mean the Draft Prospectus and the Prospectus proposed to be filed by the Company in connection with the proposed initial public offering of its equity shares.

AUTHORIZED PERSONS

The Company Secretary will be the custodian of the disclosure process.

The Company's Key Managerial Personnel i.e. Managing Director, CEO, CFO and Company Secretary shall have the authority to make determination of materiality and distribution covered by this Policy with respect to the information disclosed about the Company.

The Company Secretary will be the single point of contact for the above signatories who are authorized to determine materiality and make distributions covered by this Policy. The contact details of the Company Secretary are:

Email: cs@repono.in
Telephone: 022 4014 8290

DISCLOSURES OF EVENTS OR INFORMATION TO STOCK EXCHANGES:

The events or information which will be necessary to be disclosed to the Stock Exchanges are divided into three categories as specified in the Listing Regulations:

• Events whose disclosure is mandatory and which would need to be disclosed without any application of the test/guidelines for materiality.
• The below events will be disclosed as soon as reasonably possible and not later than twenty-four hours from the occurrence of the event or information except for events stated in item (d) below which shall be disclosed within thirty minutes of the conclusion of the Board Meeting. In case the disclosure is made after twenty-four hours of occurrence of the event or information, the rationale for the delay will be provided along with such disclosures.

Key events include:

• Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/merger/demerger/restructuring), or sale or disposal of any unit(s), division(s), or subsidiary of the Company (if any), or any other restructuring.
• Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities, etc.
• New Rating(s) or Revision in Rating(s).
• Outcome of meetings of the board of directors: The Company shall disclose to the Exchange(s) within 30 minutes of the closure of the meeting held to consider or decide the following:
• dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
• any cancellation of dividend with reasons thereof;
• the decision on buyback of securities;
• the decision with respect to fund raising proposed to be undertaken;
• increase in capital by issue of bonus shares through capitalization, including the date on which such bonus shares would be credited/dispatched;

GUIDANCE ON WHEN AN EVENT/INFORMATION IS DEEMED TO BE OCCURRED

• The events/information shall be said to have occurred upon approval of Board of the Company in certain events, for example, further issue of capital by rights issuance and in certain events/information after receipt of approval of both, i.e., Board of the Company and Shareholders of the Company.
• Certain events which are price sensitive in nature like declaration of dividends etc. will be deemed to have occurred and disclosed on approval of the Board of the Company pending Shareholder’s approval.
• Events such as natural calamities or disruption can be said to have occurred when the Company becomes aware of the event/information.

DISCLOSURES ON WEBSITE

The Company shall disclose on its website all such events or information which has been disseminated to the Stock Exchanges under this Policy, and such disclosures shall be hosted on the website of the Company for a minimum period of five years and thereafter as per the archival process followed by the Company.

AMENDMENTS TO THE POLICY

The KMP authorised under this Policy will review the Policy from the perspective of the Listing Regulations and determine the events/information for disclosure as may be amended by the Securities and Exchange Board of India from time to time. All such amendments will be informed to the Board and approval of the Board will be sought to align the policy in line with the Listing Regulations.