Nomination & Remuneration Policy

Geometric Limited recognises the need to have a fair, transparent and reasonable process for determining the appropriate remuneration at all levels of the Company. Company also believes that Board is responsible to its shareholders to ensure that interests of the directors, key managerial personnel and other employees are aligned with the interests of the shareholders. This policy is structured and formulated on the basis of provisions of the Companies Act, 2013 and the Listing Agreement.

1. Objectives

The objectives of this policy are:

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

(b) To recommend the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

(c) To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management Personnel and provide necessary report to the Board for further evaluation by the Board.

(d) To devise a policy on Board diversity.

(e) To determine plans for orderly succession of the Board and Senior Management.

(f) To align director, key managerial personnel and other employees’ remuneration with sustainable shareholder value;

(g) To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(h) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(i) Remuneration to directors, key managerial personnel and other employees involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

2. Definitions

“Company” means Geometric Limited and its subsidiaries and branches worldwide.

“Board” means Board of Directors of the Company

“Directors” means a Director appointed by the Board of the Company

“Key Managerial Personnel” means

the Chief Executive Officer, the Managing Director, or the Manager

the Company Secretary;

the Whole-Time Director;

the Chief Financial Officer

“Other Employees” means Executive Council and Leadership Council

3. The Nomination and Remuneration Committee

The Nomination and Remuneration committee (NaRC), appointed by Board, plays an essential role in formulating the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director, setting up of corporate goals for the Chief Executive Officer, evaluating the CEO’s performance based on that criteria, overseeing the quality of the remuneration information, disclosures and decisions of a company. The NaRc of Geometric Limited consists of below members:

Name of the Committee Member

Designation in Committee Category

Ms. Anita Ramachandran Chairperson Independent

Mr. J. N. Godrej Director Non-Independent

Mr. Milind Sarwate Director Independent

Mr. Ajay Mehra Director Independent

Role of the Committee:

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

ii. Formulation of criteria for evaluation of Independent Directors and the Board;

iii. Devising a policy on Board diversity;

iv. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

v. Granting of employee stock options based on performance criteria of the employee under various stock option schemes of the Company.

4. Nomination criteria

The NaRC assesses the appropriateness of directors, key managerial personnel and other employees’ remuneration on an annual basis by reference to the principles of this Policy, overall employment market conditions and with the benefit of independent advice on market remuneration and practices.

The following are the broad criteria for appointment and nomination of Director(s)

Criteria for Board Membership

The Committee shall take into consideration the following factors for proposal for appointment of a person as a Director and recommend to the Board his / her appointment accordingly:

whether he/ she shall possess adequate qualification, expertise and experience. The

Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for nominating him/her as a Director.

whether, he/ she possesses personal and professional ethics, integrity, values and moral reputation and eligible to hold the office under the provisions of the Companies Act, 2013 and Rules made thereunder and the Listing Agreement and the applicable policies of the Company.

Additional Criteria for Independent Directors

In addition to the criteria mentioned above, a person proposed to be appointed as an Independent Director shall meet all criteria specified in Section 149(6) of the Companies Act, 2013 and rules made thereunder and Clause 49 of the Listing Agreement.

Term / Tenure

The Company shall not appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time. The term / tenure of the Directors shall be in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and Clause 49 of the Listing Agreement as applicable and as amended from time to time.

Removal

On account of disqualification to act as a director as mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations or the applicable policies of the Company, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director subject to the provisions and compliance of the said Act, rules and regulations.

Retirement

A Director shall retire as per the applicable provisions of the Companies Act, 2013.

Criteria for Evaluation of Directors

The Committee shall carry out performance evaluation of every Director at regular interval (not longer than yearly) in terms of Performance Evaluation Policy of the Company for Board.

5. Ensuring Board Diversity and Independence of Directors

The Company recognizes and embraces the benefits of having a diverse Board, and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage and necessary for effectively managing the affairs of the Company. Diversity in terms of the skills, regional and industry experience, background, gender and other distinctions between Directors is essential to enable the Board, as a whole, to achieve the desired results for the Company. These distinctions shall be considered in determining the optimum composition of the Board and when possible shall be balanced appropriately. All Board appointments shall be made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. The Board shall have at least one Board member who has accounting or related financial management expertise and at least three members who are financially literate.

The Nomination and Remuneration Committee (‘the Committee’) shall review and assess Board composition on behalf of the Board and recommend the appointment of new Directors.

As part of the annual performance evaluation of the effectiveness of the Board, Board Committees and individual Directors, the committee shall consider the balance of skills, experience, independence and knowledge of Directors on the Board, the diversity representation of the Board, how the Board works together as a unit, and other factors relevant to its effectiveness.

6. Succession Planning

Establishing and reviewing board and senior executive succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board of Directors and Senior Management Employees.

The process involved in such planning shall include:

Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

7. Forms of Remuneration

The policy details the types of remuneration to be offered by the Company and factors to be considered by the Board, NaRC and management in determining the appropriate remuneration strategy.

With the assistance of NaRC, the Board will approve the forms of remuneration to be offered to director, key managerial personnel and other employees, which may include compensation heads as below:

7.1 Remuneration Structure for Key Managerial Personnel & Other Employees: The following guidelines are followed and evaluated by the Committee while formulating remuneration structures for Key Managerial Personnel and other employees:

Revenue for the Company on a consolidated basis

Profit after Tax for the Company on a consolidated basis

Creation of Shareholder Value for all shareholders of the Company

Annual Performance Review based on the Key Result Areas (KRAs) The remuneration structure can be divided in to the following categories:

Fixed Remuneration

Performance based remuneration

Additional Benefits

Employee Stock Options

Termination payments

7.2 Remuneration structure for Directors:

Executive Directors

The Board of Directors, based on the recommendations of the NaRC is authorized to decide the remuneration of Executive Directors, subject to the approval of the shareholders and Central Government, if required. The remuneration structure comprises Salary, Perquisites, retirement benefits as per the law/rules and Variable pay linked to performance. Variable pay is computed on the basis of specific targets set every year. The targets are also linked to company performance. Variable pay is paid on achievement of the target.

Annual increments are decided by the NaRC within the salary grade approved by the shareholders.

Non-Executive Directors

Non-executive directors of the Company are paid remuneration by way of sitting fees for attending Board/Committee meetings and commission. No retirement benefits or other forms of bonus or incentive payments are paid to non-executive directors.

Commission at 3 per cent of Net Profits subject to 1.5 per cent of Consolidated Profits with the approval of the Central Government computed in the manner referred to Sections 197 of the Companies Act, 2013 is payable to the Non-Executive Directors. The actual amount payable to each Non-executive Director is decided by the Board.

Non-executive directors are reimbursed expenses to attend Board/Committee meetings.

Independent Directors are not entitled to any stock options.

An insurance and indemnity cover is taken for all Directors and Officers of the Company.

8. Implementation procedure for this policy

8.1 Performance Appraisal

The CEO will conduct annual performance appraisals for all Employees to monitor and review the appropriateness of each remuneration package.

8.2 Board

The Board will be responsible for approving the remuneration strategy for directors, key personnel and other employees. In determining whether to approve the relevant level of remuneration, the Board will consider the recommendations from the NaRC, prevailing market conditions, performance by the individual and the business strategies and objectives of the Company.

The Board will disclose the remuneration of senior executives in the Company’s Annual Report.

8.3 Nomination & Remuneration Committee (NaRC)

The NaRC is responsible for the monitoring, implementation and review of this policy. The NaRC will provide recommendations to the Board as to how to effectively structure and facilitate a remuneration strategy, which will meet the needs of the Company.

8.4 Human Resources The Compensation & Benefits team of Human resources division of the Company will monitor the day to day compliance with this policy.

9. Policy Review

The Board will review the contents of, and compliance with, this Policy regularly, in order to make the policy consistent with any applicable changes in law.

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