Terms of Reference of The Audit Committee

The terms of reference of the Audit Committee have been derived from the Code of Corporate Governance applicable to listed companies. Thereby Audit Committee shall, among other things, be responsible for recommending to the Board of Directors the appointment of external auditors by the Company’s shareholders and shall consider any questions of resignation or removal of external auditors, audit fees and provision by external auditors of any service to the Company in addition to audit of its financial statements. In the absence of strong grounds to proceed otherwise, the Board of Directors shall act in accordance with the recommendations of the Audit Committee in all these matters.

The terms of reference of the Audit Committee include the following:

a) Determination of appropriate measures to safeguard the Company’s assets;

b) Review of annual and interim financial statements of the Company, prior to their approval by the Board of Directors, focusing on:

• Major judgmental areas;
• Significant adjustments resulting from the audit; Going-concern assumption;
• Any changes in accounting policies and practices; Compliance with applicable accounting standards;
• Compliance with regulations and other statutory and regulatory requirements; and All related party transactions.

c) Review of preliminary announcements of results prior to external communication and publication;

d) Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);

e) Review of management letter issued by external auditors and management’s response thereto;

f) Ensuring coordination between the internal and external auditors of the Company;

g) Review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;

h) Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto;

i) Ascertaining that the internal control system including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;

j) Review of the Company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;

k) Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the Chief Executive Officer and to consider remittance of any matter to the external auditors or to any other external body;

l) Determination of compliance with relevant statutory requirements;

m) Monitoring compliance with the best practices of corporate governance and identification of significant violations thereof;

n) Review of arrangement for staff and management to report to Audit Committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;

o) Recommend to the Board of Directors the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the Company by the external auditors in addition to audit of its financial statements, measures for redressal and rectification of non-compliances with the Code of Corporate Governance. The Board of Directors shall give due consideration to the recommendations of the Audit Committee and where it acts otherwise, it shall record the reasons thereof;

p) Ensuring that risk mitigation measures are robust;

q) Ensuring that appropriate extent of disclosure of company’s risk framework and internal control system is given in the Directors Report; and

r) Consideration of any other issue or matter as may be assigned by the Board of Directors.

The audit committee assists the board in fulfilling its oversight responsibilities as described in the Code of Corporate Governance.

Terms of Reference (TOR) for the Board’s Sustainability Committee (SC) of Directors (BOD) on ESG, Gender Diversity, and Prevention of Sexual Harassment

1. Objective:

Packages Group believes that sustainability is crucial for ensuring a healthy, balanced future for both humanity and the planet. To instill the sense, it is crucial that the idea is cascaded down from the top to the bottom; from Board of Directors to all the employees.

This document defines the terms of reference for the Board’s sustainability committee at

Packages Limited at Group Level and serves as a charter for the department. The objective will be to oversee and guide Packages Group’s ESG strategy, with a specific focus on promoting gender diversity and preventing sexual harassment in the workplace and enhance sustainability, social responsibility, and governance; foster an inclusive work environment; and ensure ethical conduct.

2. Roles and Responsibilities:

The terms of reference of the SC include the following:

2.1 ESG Strategy Oversight:

The Committee should guide and approve Packages Group’s ESG strategy, ensuring it aligns with corporate values and includes initiatives for gender diversity and harassment prevention.

2.2 Policy Development:

The Committee should ensure to approve and update ESG policies, including specific policies on gender diversity and the prevention of sexual harassment.

2.3 Risk Management:

The Committee should diligently monitor ESG-related risks and opportunities, including those related to workplace diversity and harassment.

2.4 Performance Monitoring:

The Committee should regularly review ESG department and team performance, including metrics related to gender diversity and the effectiveness of harassment prevention measures.

2.5 Stakeholder Engagement:

The Committee should ensure to engage with stakeholders on ESG issues, including gender diversity and harassment prevention, to gather feedback and ensure transparency.

2.6 Compliance and Reporting:

The Committee should ensure compliance with relevant laws and regulations, including those concerning workplace equality and harassment, and approve ESG disclosures.

2.7 Resource Allocation:

The Committee should ensure allocation of resources for ESG initiatives, including programs aimed at improving gender diversity and preventing harassment.

2.8 Ethical Standards:

The Committee should ensure that organization wide, employees uphold ethical standards, ensuring a workplace culture of respect and inclusion, and zero tolerance for harassment.

2.9 Board Composition:

The Committee should ensure diversity within the board, including gender diversity, to bring a broad range of perspectives to ESG and workplace culture discussions.

2.10 Independence:

The Committee should ensure to maintain an appropriate level of independence among board members, especially in overseeing ESG and social responsibility issues.

3.  Composition and Membership

3.1 The Committee should have three members, including one female member and a Chairperson.

4. Meetings and Reporting

Frequency of Meetings:

4.1 The SC should meet at least annually to review ESG matters, including progress on gender diversity and harassment prevention and ensure these issues are consistently included in the agenda, with adequate documentation and reporting.

4.2 Secretary to the Board/Sustainability Head shall be the secretary to the Committee.

4.3 Minutes of the meeting of SC should be circulated to Board for information purposes.

4. Application of this Document

These TORs are the governing document for the Group’s EHS function and should be adopted by all the boards across the Group.