1. Purpose

The Stakeholders Relationship Committee (hereinafter referred to as "the Committee") is established by the Board of Directors (hereinafter referred to as "the Board") of Vertotech Aerospace Ltd. (hereinafter referred to as "the Company") to oversee and ensure the effective redressal of stakeholder grievances and the protection of their interests. The Committee is responsible for resolving issues and concerns related to shareholders, debenture holders, and other security holders, including complaints related to transfer/transmission of shares, non-receipt of annual reports, non-receipt of dividends, and such other matters.

2. Objectives

• To ensure the timely and effective redressal of complaints and grievances of shareholders and other security holders.
• To promote and foster a culture of transparent communication and engagement with stakeholders.
• To ensure compliance with statutory and regulatory requirements related to stakeholder relations.

3. Composition

• The Committee shall consist of at least three (3) Directors, with at least one (1) Director being an Independent Director.
• The Chairman of the Committee shall be appointed by the Board and shall be a Non-Executive Director.
• The Company Secretary shall act as the Secretary to the Committee.

4. Meetings

• The Committee shall meet at least four (4) times a year, with additional meetings as required.
• The quorum for meetings shall be two (2) members.
• The Committee may invite members of management or external experts to attend meetings as necessary.
• Minutes of the meetings shall be prepared and circulated to the Committee members and the Board.

5. Roles and Responsibilities

5.1 Redressal of Stakeholders' Grievances

• Shareholder Complaints:
  • Monitor and review the status of complaints and grievances received from shareholders, debenture holders, and other security holders.
  • Ensure the timely resolution of issues related to the transfer and transmission of shares, non-receipt of annual reports, non-receipt of dividends, and other related matters.
• Regulatory Compliance:
  • Ensure compliance with the provisions of the Companies Act, 2013, SEBI regulations, and other applicable laws concerning the protection of shareholder rights and interests.
• Communication and Engagement:
  • Establish procedures for effective communication with stakeholders, including regular updates on the status of their grievances and actions taken.
  • Review the investor relations strategy of the Company to ensure continuous and meaningful engagement with shareholders and other stakeholders.

5.2 Shareholder Services

• Transfer and Transmission of Shares:
  • Oversee the process for the transfer, transmission, dematerialization, and rematerialization of shares to ensure accuracy, efficiency, and compliance with regulatory requirements.
• Dividend Payment:
  • Monitor and ensure the timely distribution of dividends to shareholders and address any issues related to dividend payments.
• Shareholder Meetings:
  • Ensure that shareholder meetings are conducted in a fair and transparent manner, and that shareholders are provided with all necessary information and opportunities to participate.
• Record Keeping:
  • Ensure that accurate records are maintained regarding shareholder transactions, complaints, and resolutions.

6. Reporting Responsibilities

• The Committee shall regularly report to the Board on its activities, including the status of stakeholder complaints, grievances, and the resolution thereof.
• The Committee shall ensure that appropriate disclosures on stakeholder relations are made in the Company’s Annual Report and other statutory filings, as required.

7. Authority

• The Committee is authorized to seek any information it requires from employees, management, or external parties to fulfill its responsibilities.
• The Committee may obtain external legal or other professional advice to assist in the execution of its duties.
• The Committee shall have access to sufficient resources to carry out its duties effectively.

8. Evaluation and Review

• The Committee shall annually review its own performance and the adequacy of this charter, recommending any necessary changes to the Board for approval.
• The Committee shall ensure that this charter is publicly available and reviewed periodically to reflect best practices and regulatory changes.

Date of Adoption: [Insert Date]

Approved by: Board of Directors, Vertotech Aerospace Ltd.