PREAMBLE

ZED LEAFIN PRIVATE LIMITED ("Company") is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) and is committed to maintaining the highest standards of corporate governance in the conduct of its business. Good corporate governance practices are essential for building stakeholder confidence, ensuring transparency, accountability, and protecting the interests of shareholders, depositors, creditors, borrowers, employees, and other stakeholders.

This Corporate Governance Policy ('Policy') has been framed in accordance with the provisions of the Companies Act, 2013, and the corporate governance directions/guidelines issued by the RBI from time to time, including the RBI (Non-Banking Financial Company – Scale Based Regulation) Directions, and other applicable laws and regulations, as amended from time to time. This Policy has been approved by the Board of Directors of the Company ('Board').

OBJECTIVE

The objective of this Policy is to:

• Establish a robust governance framework that ensures the Board and its Committees function effectively and independently.

• Ensure transparency, accountability, and fairness in all dealings of the Company with its stakeholders.

• Lay down the composition, role, and responsibilities of the Board and its Committees.

• Ensure compliance with applicable statutory and regulatory requirements, including those prescribed by the RBI.

• Ensure adequate and timely disclosure of material information to stakeholders and regulators.

• Put in place appropriate risk management, internal control, and compliance mechanisms.

APPLICABILITY

This Policy is applicable to the Company and shall be read in conjunction with the Company's Memorandum and Articles of Association, other Board-approved policies (including the Fair Practices Code, KYC & AML Policy, and Risk Management Policy), and the applicable provisions of law and RBI directions, as amended from time to time.In the event of any conflict between this Policy and applicable law or RBI directions, the provisions of law/RBI directions shall prevail.

BOARD OF DIRECTORS

Composition

The Board shall have an optimum combination of Directors, in accordance with the Companies Act, 2013 and applicable RBI directions. The size and composition of the Board shall be commensurate with the size, complexity, and scale of operations of the Company.

Role and Responsibilities of the Board

The Board shall be responsible for:

• Providing strategic direction and guidance to the Company and overseeing the overall functioning of the Company.

• Approving key policies of the Company, including the KYC & AML Policy, Fair Practices Code, Risk Management Policy, and this Corporate Governance Policy, and reviewing them periodically.

• Ensuring the integrity of the Company's accounting and financial reporting systems, including independent audits.

• Monitoring the effectiveness of the Company's governance practices and making changes as needed.

• Overseeing the process of disclosure and communication with stakeholders and regulators.

• Ensuring compliance with applicable laws, regulations, and RBI directions.

• Reviewing and approving related party transactions in accordance with applicable law.

COMMITTEES OF THE BOARD

The Board shall constitute the following Committees, as applicable, to assist it in discharging its responsibilities effectively, in accordance with the Companies Act, 2013 and RBI directions applicable to the Company based on its scale of operations and asset size:

Audit Committee

The Audit Committee shall be constituted in accordance with the applicable provisions of the Companies Act, 2013 and RBI directions. The Committee shall, inter alia:

• Oversee the Company's financial reporting process and disclosure of financial information.

• Review and recommend the appointment, remuneration, and removal of statutory auditors.

• Review the adequacy of internal control systems and internal audit function.

• Review compliance with applicable laws and regulations.

• Review related party transactions.

Nomination and Remuneration Committee (NRC)

The Nomination and Remuneration Committee shall, inter alia:

• Identify persons qualified to become Directors and recommend their appointment/removal to the Board.

• Undertake a process of due diligence to determine the 'fit and proper' status of Directors, based on qualification, expertise, track record, integrity, and other criteria as prescribed by RBI.

• Formulate the criteria for determining qualifications, positive attributes, and independence of Directors.

• Recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel, and other employees.

Risk Management Committee (RMC)

The Risk Management Committee shall be responsible for the identification, assessment, monitoring, and mitigation of various risks faced by the Company, including credit risk, operational risk, liquidity risk, market risk, and reputational risk.

The Committee shall review the Company's Risk Management Policy periodically and report to the Board on the risk profile of the Company.

IT Strategy Committee

Where applicable based on the Company's scale of operations, an IT Strategy Committee shall be constituted to oversee IT strategy, cybersecurity framework, and IT-related risks, in accordance with RBI's guidelines on Information Technology Governance.

DISCLOSURE AND TRANSPARENCY

The Company shall ensure adequate and timely disclosure of material information relating to its financial position, ownership, governance structure, and business operations, in accordance with the applicable provisions of the Companies Act, 2013, Accounting Standards, and RBI directions, including disclosures in its financial statements relating to:

• Registration/licence/authorisation obtained from other financial sector regulators.

• Ratings assigned by credit rating agencies and migration of ratings during the year.

• Penalties, if any, levied by any regulator.

• Information relating to the composition of the Board of Directors and Committees of the Board.

• Details of Related Party Transactions.

RELATED PARTY TRANSACTIONS

The Company shall put in place a Board-approved Policy on Related Party Transactions and shall ensure that all such transactions are conducted on an arm's length basis and in the ordinary course of business, and are placed before the Audit Committee and the Board for approval, as required under the Companies Act, 2013 and applicable RBI directions.

WHISTLE BLOWER / VIGIL MECHANISM

The Company shall establish a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct, without fear of retaliation.

The mechanism shall provide for adequate safeguards against victimisation and shall provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

STATUTORY AUDIT AND ROTATION OF AUDITORS

The Company shall comply with the applicable provisions of the Companies Act, 2013 and RBI's guidelines on appointment of statutory auditors, including the guidelines on rotation of statutory auditors and restrictions on the number of NBFCs that an audit firm may audit, as prescribed by RBI from time to time.

COMPENSATION POLICY

The Company shall put in place a Board-approved Compensation Policy for its Directors, Key Managerial Personnel, and senior management, ensuring that the compensation structure is aligned with prudent risk management, does not encourage excessive risk-taking, and is in compliance with applicable RBI guidelines, where applicable to the Company based on its scale of operations.

INTERNAL CONTROLS AND COMPLIANCE

The Company shall maintain an effective internal control framework, including an independent Internal Audit function and a Compliance function, to ensure adherence to applicable laws, regulations, and internal policies.

The Company shall appoint a Chief Compliance Officer/Compliance Officer, where required under RBI directions, who shall report to the Board/Audit Committee on compliance matters.

CUSTOMER PROTECTION AND FAIR PRACTICES

The Board shall ensure that the Company adheres to its Board-approved Fair Practices Code and Grievance Redressal mechanism in all its dealings with customers, ensuring fair, transparent, and non-discriminatory treatment of customers, in accordance with RBI's guidelines on Fair Practices Code for NBFCs.

REVIEW OF THE POLICY

This Policy shall be reviewed by the Board periodically, or as and when required, to ensure its continued relevance and compliance with applicable laws, regulations, and RBI directions, as amended from time to time.

Any amendments to this Policy shall be approved by the Board.

DISCLOSURE OF THE POLICY

This Policy, or a summary thereof, shall be made available on the Company's website and shall be disclosed as part of the Company's Annual Report/financial statements, to the extent required under applicable law and RBI directions.