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CORPORATE GOVERNANCE

As a Company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to maintaining high standards of corporate governance and propose, so far as practicable given the Company's size and nature, to voluntarily adopt and comply with the QCA Code.

The BOARD

The Board of the Company is made up of one Executive Director and three Non-executive Directors. Shishir Kumar Poddar is the Executive Director. It is the Board's policy to maintain independence by having at least half of the Board comprising Non-executive Directors who are free from any material business or other relationship with the Group. The structure of the Board ensures that no one individual or group is able to dominate the decision-making process.

The Board convenes regularly and no less than on a monthly basis providing effective leadership and overall control and direction of the Group's affairs through the schedule of matters reserved for its decision. This includes the approval of the business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner, prior to Board meetings. The Board delegates certain of its responsibilities to management, who have clearly defined terms of reference.

All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Group's expense in the furtherance of his duties. One-third of the Directors retire from office at every Annual General Meeting of the Company. In general, those Directors who have held office the longest time since their election are required to retire. A retiring Director may be re-elected and a Director appointed by the Board may also be elected, though in the latter case the Director's period of prior appointment by the Board will not be taken into account for the purposes of rotation.

The Board attaches importance to maintaining good relationships with all its Shareholders and ensures that all price sensitive information is released to all Shareholders at the same time. The Group's principal communication with its investors is through the Annual General Meeting, the annual report and accounts, the interim statement and its website.

Cloud-Based MIS and Accounting Systems:

Xero

The company has adopted Xero across all its subsidiaries, an ASU listed technology company providing cloud-based accounting software platform. All documents are uploaded alongside each transaction and the accounts of the entire group are available anytime and anywhere to the authorised individuals. This has led to increased efficiency, accessibility and accountability across the company's operations, leading to a smoother audit process.

Grid By Pragyaam:

Through the team's decades of experience in operating graphite mining and processing operations, the Company recognised the supreme importance of having a strong system which would enable it to not only maintain control over its operations and manage its costs but drive operating efficiencies to achieve the best returns in a systematic and sustainable manner. Hence, real-time data recording and analysis for all its activities across projects were a priority for the company. To record the data collected and develop a detailed analysis of these data the company adapted a customisable cutting edge, cloud-based, real-time Management Information System ('MIS') at all its operations for collecting and analysing data on exploration, mining, production, quality control, sales, procurement, management, assigning and tracking tasks, etc. This has increased efficiency, accountability, governance, reduced costs of time and money and eased management of operations. Further, it helps the company provide its customers with consistent and high-quality products.