Familiarization of Independent Directors

1. Preamble

Regulations 25(7) and 46(2) of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations), stipulates that the Nicco

Uco Alliance Credit Limited (“the Company”) shall familiarize the independent directors with the

nature of the industry in which the Company operates, business model of the Company, their roles,

rights, responsibilities in the Company, etc., through various programmes and the details of such

familiarisation programmes shall be disseminated on the website of the Company. This amended

policy shall be applicable from 11th November, 2024.

2. Purpose and Objective

The program aims to provide insights into the Company to enable the Independent Directors to

understand its business in depth and contribute significantly to the Company.

3. APPLICABILITY

The above programme will be conducted for new and continuing Independent Directors of the

Company. Apart from Independent Directors, Non-Executive Directors are also eligible to attend

the familiarization programmes.

4. Overview of the Familiarisation Process

All Independent Directors are aware and further updated about their roles, rights, responsibilities in the Company. A Directors’ kit containing information about the Company, Memorandum and Articles of Association, Annual Reports for previous 3 years, recent Media Releases etc. is handed over to the new director. The appointment letter issued to Independent Directors, inter-alia, sets out the expectation of the Board from the appointed director, their fiduciary duties and the accompanying liabilities that come with the appointment as a director of the Company.

Independent Directors are provided with applicable documents, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, business strategy and risks involved. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

Each director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Company’s management. They are given relevant documents for enabling them to have a good insight of the Company’s operations. Further, they meet without the presence of the Company’s management to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Chairman of the Board. Visits to the Company’s sites are organized for the Directors to enable them to have a better understanding of the activities of the Company.

5. Familiarisation Programme – Ongoing basis

Regulatory and Business Awareness:

Statutory Updates: As a part of the detailed Board Meeting agenda note, Significant Statutory

Updates on a quarterly basis are circulated to the Board of Directors through which Directors are

made aware of the significant news developments and highlights from various regulatory

authorities viz. Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI),

Ministry of Corporate Affairs (MCA) etc.

Presentations: Presentations are made at the Board Meeting / Audit Committee where Directors

get an opportunity to interact with Senior Managers / KMPs. Presentations, inter alia, cover

business strategies, management structure, HR policy, management development and succession

planning, quarterly and annual results, budgets, treasury policy, review of Internal Audit, risk

management framework, operations of subsidiaries and associates, etc. Independent Directors have

the freedom to interact with the Company’s management. Interactions happen during Board /

Committee meetings, where senior company personnel are advised to make presentations about

performance of their respective Business Unit to the Board. Such interactions also happen when

these directors meet senior management at informal gatherings.

The Company Secretary also regularly apprises the Board about their roles, rights and

responsibilities in the Company from time to time as per the requirements of the SEBI Listing

Regulations, 2015, Companies Act, 2013 read together with the Rules and Schedules thereunder.

A presentation was also made to the Board of Directors on “Board Evaluation” which inter alia

covered the legal requirements, global best practices, evaluation framework and criteria and

evaluation outcomes.

OTHER INITIATIVES

Committee Nomination: Independent Directors are members in various Board Committees and

their participation leads to a high quality of debate with healthy discussions and strategic guidance.

Committee meeting minutes: Gist of the minutes of various Committee meetings along with the

minutes are circulated as a part of detailed agenda note to all the directors for better understanding

of the nuances of the business.

Free flow of information: Board has open channels of communication with executive

management which allows free flow of communication among Independent Directors in terms of

raising query, seeking clarifications and other related information.

Personal visits: The Directors of the Company are encouraged to visit the Office of the Company

to keep them abreast of the latest happenings and progress of the Company.

Statutory Auditors: Statutory Auditors of the Company also brief the Board / Audit Committee

members on the various latest legislative developments w.r.t. regulatory landscape and special

areas of emphasis, if any.

6. Disclosure of the Policy

This policy shall be uploaded on the Company’s website for public information and a web link for

the same shall also be provided in the Annual Report of the Company.

7. Review

The familiarisation program for the Independent Directors will be reviewed from time to time and

revised as required.