Nomination & Remuneration Policy.

1) INTRODUCTION

A transparent, fair and sustainable process for determining appropriate remuneration of all levels of Nanta Tech Limited ("Company") is required to ensure that the shareholders remain assured that the compensation is in line with the management of the Company. To determine the expectations of human resources standards around remuneration practices, a more structured, fair and transparent remuneration policy has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors. This Policy shall act as a guideline for determining inter alia, qualifications, positive attributes and independence of a director, creation balance in the remuneration, opportunities, senior management remuneration and service contracts.

2) OBJECTIVE OF THE POLICY

The objective of this Policy is to ensure that the Company's remuneration levels are aligned with industry practices and are sufficient to attract and retain talented executives, senior management and directors. The objective is also to ensure that the Nomination and Remuneration Committee is able to assess the skills, knowledge and experience of candidates proposed to the Board and all compensation matters as per the defined framework.

• To formulate the criteria for determining qualifications, competencies, positive attributes and independence (whenever applicable) of Directors for their appointment on the Board of the Company;
• To formulate the criteria for determining the remuneration of the Directors and Senior Management Personnel.
• To determine the Company's policy on specific remuneration packages for executive directors and senior management, including basic salary, performance-based pay, benefits and perquisites, also to financial and commercial health of the Company as well as prevailing laws and governmental/regulatory requirements;
• To undertake the annually assess the performance of the Directors and recommend to the Board of compensation structures and other aspects of compensation. To identify the quality required to run the Company successfully.

3) EFFECTIVE DATE

This Policy shall be effective from the date of its adoption by the Board on 09/08/2020.

4) DEFINITIONS

5) APPLICABILITY

This Policy is applicable to:

• Key Managerial Personnel
• Senior Management Personnel
• All Directors (Executive and Non-Executive)

6) MEETINGS

The Committee shall conduct such number of meetings as is required under applicable laws. Membership of the Committee shall be disclosed in the Annual Report and on the website of the Company.

7) CHAIRMAN

The Committee shall be an independent Director. The Nomination and Remuneration Committee meeting may be presided at the Annual General Meeting or may nominate some other member as the chairman.

8) FREQUENCY OF MEETINGS

The Committee meetings shall be conducted as per the need to take up matters concerning it in a financial year.

9) COMMITTEE MEMBERS' INTERESTS

A member of the Committee is not entitled to be present when discussing or is discussions of his own remuneration or the performance is being evaluated.

10) COMMITTEE

The Committee shall comprise exclusively of Non-Executive Directors.

11) QUORUM

All the meetings of the Committee shall be held with at least two members or one-third of the members of the Nomination and Remuneration Committee, whichever is greater, present in person for the Committee meetings to be called a meeting of the Committee shall be held with at least two members or one-third of the members of the Nomination and Remuneration Committee.

12) VOTING

Voting among the representatives or Committee meetings shall be decided by a majority of votes among the members present. Any such decision shall be for all purposes be deemed a decision of the Committee voting shall have a casting vote.

13) RESPONSIBILITY OF THE COMMITTEE

The Committee shall be responsible for the following:

• Formulating criteria for determining qualifications, positive attributes and independence of a director for the purpose of this Policy;
• Identifying persons who are qualified to become a Director and who may be appointed in the senior management and recommending to the Board of Directors such candidates for designation or may be appointed in senior management and overseeing succession planning for Directors. (Excluding non-executive directors), KMPs and Senior Management Personnel;
• Recommending to the Board, all remuneration in whatever form, payable to Senior Management Personnel;
• Any other powers conferred by the Board.

14) MANAGEMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Committee shall ensure that an Executive Director and a Director, shall be appointed to the Board with required skill, experience and of this duration of two years. For the appointment of Directors, senior management personnel, the Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and person specifications required in an independent director and thereafter propose appointment of the same.

15) POLICY ON BOARD DIVERSITY

The Board of Directors shall strive to ensure diversity among its members in the areas of age, gender, ethnicity, professional experience, qualifications, tenure, skills, regional representation and other credentials. The Board shall have at least one Board member who has accounting or related financial management expertise.

16) REMOVAL

The Committee shall recommend, wherever applicable, removal of a Director, KMPs and Senior Management Personnel is subject to the provisions of the applicable laws and the SEBI (LODR) Regulations.

17) DISCLOSURE OF INFORMATION

The Committee shall be responsible for dissemination of information as per statutory requirements in existing law and the provisions of the Company's policies.

18) DEVIATION FROM THE POLICY

The Board may, in particular case, decides from the Policy in the absolute discretion if there are reasons to do so, in the event of any departure from the Policy, the Board shall place the same before the shareholders in the next general meeting.