NOMINATION AND REMUNERATION COMMITTEE POLICY

This Nomination & Remuneration Policy (“Policy”) has been adopted by CARGOSOL LOGISTICS LIMITED(the “Company”) Board of Directors (“Board”) given section 178 of the Companies Act, 2013 and rules notified thereunder.

1. DEFINITIONS

01.

“Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

02.

“Board” means Board of Directors of the Company.

03.

“Key Managerial Personnel (“KMP”)” means

04.

such other officer as may be prescribed

05.

“Senior Management” means personnel of the Company who are members of its core management team excluding the Board of Directors comprising all the members of the management, one level below the executive directors, including the functional heads.

2. PURPOSE

The Nomination and Remuneration Committee (the “Committee”) is a Committee of the Board. The Committee’s primary functions are to

01.

Identify persons who are qualified to become directors and who may be appointed to the Senior Management of the Company.

02.

Formulate criteria for determining the qualification, positive attributes, and independence of a director.

03.

Recommend to the Board, the appointment and removal of a director and Senior Management.

04.

Evaluate the Board’s performance and evaluate every director’s performance.

05.

Make recommendations to the Board relating to the remuneration of directors, KMP, and other employees.

06.

Ensure that the level and composition of remuneration are reasonable and sufficient to attract, retain, and motivate directors, KMP, and Senior Management to run the Company successfully.

07.

Ensure that remuneration to directors, KMP, and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

08.

Delegate any of its powers to one or more of its members or the secretary, of the Committee.

09.

Consider such other key issues or matters as may be referred by the Board or as may be necessary given the provisions of the Act and Rules made thereunder.

3. MEMBERSHIP AND TERM

01.

The Committee shall consist of a minimum of 3 (three) directors, all of whom shall be non-executive directors, and at least half shall be independent director(s).

02.

A quorum shall be two members or any greater number determined by the Committee from time to time.

03.

The duties and responsibilities of a member of the Committee shall be in addition to those duties set out for a director of the Board.

04.

Membership of the Committee shall be disclosed in the annual report including whether a director is independent or non-independent.

4. CHAIRMAN

The chairman of the Committee will be the person appointed as chairman by the Board. Should the chairman be absent from a meeting, the members of the Committee present at the meeting shall choose one of the other members of the Committee to chair that particular meeting.

5. FREQUENCY OF MEETINGS

6. COMMITTEE MEMBERS’ INTERESTS

A member of the Committee is not entitled to be present when his or her own salary or fee is discussed at a meeting or when his or her performance is being evaluated.

7. SECRETARY

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

8. VOTING

9. POLICY FOR APPOINTMENT, REMOVAL, AND RETIREMENT OF DIRECTOR, KMP, AND SENIOR MANAGEMENT

a) Appointment criteria and qualifications

01.

The Committee shall consider the qualification, expertise, experience, integrity, background, and other qualities of the persons for appointment as director, KMP, or at Senior Management level and recommend to the Board his / her appointment. The Committee has the discretion to decide whether the qualification, expertise, and experience possessed by a person is sufficient/satisfactory for the position concerned.

02.

The Committee shall assess the criteria of independence fulfilled by the appointee in case of recommending a person for appointment/reappointment as an independent director.

03.

The Committee shall consider the appointment of any person who has attained the age of 70 (seventy) years as a whole-time director, only with the approval of the shareholders, by passing a special resolution based on the explanatory statement annexed to the notice for such motion, indicating the justification for such appointment.

04.

The Committee shall ensure that a formal letter of appointment is given to the independent directors at the time of their appointment.

B) Term / Tenure

01.

The Committee shall recommend the appointment or re-appointment of any person as its executive chairman, managing director, or executive director for a term not exceeding five years at a time.

02.

The Committee shall recommend the appointment or re-appointment of any person as an independent director for a term of up to five consecutive years and also ensure that no independent director is holding office for more than two consecutive terms.

03.

The Committee shall recommend to the Board, the appointment of KMPs / Senior Management as per the provisions of the Act and policy of the Company.

C) Removal

The Committee may recommend to the Board, due to reasons of any disqualification mentioned in the Act or under any other applicable Act, rules, and regulations thereunder and the same recorded in writing, removal of a director, KMP, or Senior Management personnel subject to the provisions and compliance of the Act, rules, and regulations.

C) Retirement

The director, KMP, and Senior Management personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain a director, KMP, or Senior Management personnel in the same position or otherwise, even after attaining the retirement age, for the benefit of the Company.

10. POLICY RELATING TO THE REMUNERATION FOR THE WHOLETIME DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

A) Remuneration for Whole-time / Non-Executive / Independent Directors

01.

The remuneration including commission payable to Whole-time Directors will be determined by the Committee by the provisions of the articles of association of the Company and the Act and recommend to the Board for approval, subject to the approval of the shareholders of the Company. The whole-time directors shall be eligible for monthly fixed pay, annual variable pay, and other benefits and perquisites in line with the Company’s policies as amended from time to time, subject to applicable laws.

02.

The Committee shall 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.

03.

If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its whole-time director following the provisions of Schedule V of the Act.

04.

Non-executive directors and independent directors may be paid remuneration by way of commission at the rate of not exceeding 1% of the net profits of the Company calculated following the provisions of the Company.

05.

Non-executive directors and independent directors shall receive remuneration by way of fees for attending the meetings of the Board and subcommittees of the Board, in which they hold membership/chairmanships the case may be. The sitting fee payable shall be fixed and approved by the Board within the limits as prescribed in the Act.

06.

Independent directors are not entitled to any stock option of the Company.

B) Remuneration for KMP and Other Employees

01.

The Committee shall take into account the qualification, industry experience, integrity of the appointee, existing remuneration level for similar positions in other companies, operating in the same sector, etc. while fixing the remuneration payable to the KMP and Senior Management personnel. The remuneration payable shall be structured in such a way that it consists of fixed and variable pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.

02.

The Committee may also consider giving employee stock options to the KMPs & Senior Management.

11. PERFORMANCE EVALUATION OF BOARD

As per the provisions of sections 134 and 178 of the Act, the performance of the Board is to be evaluated annually by the Committee.

12. POSITIVE ATTRIBUTES

01.

The positive attributes aim to set out the approach to achieve qualitative and talented people on the Board. Any of the directors appointed by the Company shall have to fulfill the specifics of the positive attributes.

02.

Positive attributes shall include the following qualities a director should possess:

well-educated to manage the day to day-to-day business operations of the Company.
hardworking and possess adequate leadership skills to attain the Company's new heights.
has not been sentenced to imprisonment under the laws of India or abroad and does not have any criminal track record.
shall devote sufficient time and attention to his professional obligations for informed and balanced decision-making.
shall be focused on the Company and shall be generous/ open-minded towards the team.
honest, friendly, and helpful to the employees and co-directors of the Company.
shall carry adequate communication and analytical skills.

13. REPORTING

Proceedings of all the meetings are to be recorded in minutes and signed by the chairman or the chair of the Committee. Minutes of all Committee meetings will be provided to the subsequent Board and Committee meeting.