CODE OF CONDUCT OF BOARD & SENIOR MANAGEMENT

PREAMBLE

Company’s Philosophy on Code of Governance _“Good Corporate Governance is the adoption of best

business practices which ensure that the Company operates not only within the regulatory frame-work, but

is also guided by ethics. The adoption of such corporate practices ensures accountability of the persons in

charge of the Company on one hand and brings benefits to investors, customers, suppliers, creditors,

employees and the society at large on the other.”_

BACKGROUND

Regulation 46(2)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“Listing Regulations”) requires every listed company to publish a code

of conduct for its Board of Directors (“Board”) and Senior Management Personnel on its website.

This Code of Conduct (“Code”) has been framed in accordance with the Regulation 17(5) of the Listing

Regulations, which shall apply to the Board of Directors of Recode Studios Limited (“the Company”) and

Senior Management Personnel of the company.

APPLICABILITY

The Code applies to Board and Senior Management Personnel of the Company. The Code has been

formulated and approved by the Board and is to be strictly observed by the Directors and Senior

Management of the Company for the governance of good corporate practices. Any issue relating to the

interpretation of the Code will be handled by the Board. The Company Secretary of the Company is

appointed as the Compliance Officer under the Code and will be available to answer any questions, provide

clarification and to help in ensuring compliance with the Code.

Senior Management shall mean officers/ personnel of the company who are members of its core

management team excluding Board and normally this shall comprise all members of management one level

below the Chief Executive Officer/ Managing Director/ Whole-time Director/ Manager (including Chief

Executive Officer/ Manager, in case they are not part of the board) and shall specifically include company

secretary and chief financial officer.

PURPOSE OF THE CODE

Company is committed to conducting its business in accordance with the applicable laws, rules and

regulations and with highest standards of business ethics. This code is intended to deter wrong doing and

provide guidance and help in recognizing and dealing with ethical issues, provide mechanisms to report

unethical conduct, and to help foster a culture of honesty and accountability. The matters covered in this

Code of Business Conduct and Ethics are of utmost importance to the Company, its shareholders,

consumers, business partners, and are essential to the Company's ability to conduct its business in

accordance with its stated values. Each Director, officer and senior management employee is expected to

comply with the letter and spirit of this Code.

The directors, officers and senior management employees of the Company must not only comply with

applicable laws, rules and regulations but should also promote honest and ethical conduct of the business.

They must abide by the policies and procedures that govern the conduct of the Company's business. Their

responsibilities include helping to create and maintain a culture of high ethical standards and commitment to

compliance, and to maintain a work environment that encourages the stakeholders to raise concerns to the

attention of the management.

CODE OF BUSINESS CONDUCT AND ETHICS

i) Equal-Opportunities by Employer

The Company shall provide equal opportunities to all its employees and applicants for employment

without regard to their race, cast, religion, color, ancestry, marital status, sex, age, nationality, disability

and veteran status. Employees of the company shall be treated with dignity and in accordance with

Company’s policy to maintain a work environment free of sexual harassment, whether physical, verbal

or psychological. Employee policies and practices shall be administered in a manner that would ensure

that in all matters equal opportunity is provided to those eligible and the decisions are merit-based.

ii) Gifts and Donations

The Company and its employees shall neither receive nor offer or make, directly or indirectly, any

illegal payments, remuneration, gifts, entertainment, donations, or comparable benefits which are

intended to or perceived to obtain business or uncompetitive favors for the conduct of its business.

However, the Company and its employees may accept and offer nominal gifts, which are customarily

given and are of commemorative nature for special events.

iii) Health, Safety and Environment

The Company shall strive to provide a safe and healthy working environment and comply, in the

conduct of its business affairs, with all regulations regarding the preservation of the environment of the

territory in which it operates. The Company shall be committed to prevent the wasteful use of natural

resources and minimize any hazardous impact of the development, production, use and disposal of any

of its products and services on the ecological environment.

iv) Shareholders/ Stakeholders

The Company shall be committed to enhance shareholders value and comply with all regulations and

laws that govern shareholders/ stakeholders rights. The Board the company shall duly and fairly inform

its shareholders/ stakeholders about all relevant aspects of the Company's business and disclose such

information in accordance with the respective regulations and agreements.

v) Honest and Ethical Conduct

Each person to whom this code is applied shall act in accordance with the highest standards of personal

and professional integrity, honesty and ethical conduct not only on Company's premises and offsite but

also at company sponsored business, social events as well as any places. They shall act and conduct

themselves free from fraud and deception. Their conduct shall conform to the best-accepted

professional standards of conduct.

vi) Corporate Opportunities

Each person to whom this code is applied owe a duty to the Company to advance its legitimate interests

when the opportunity to do so arises. The Directors, officers, and employees are expressly prohibited

from:

1. Taking for themselves personally, opportunities that are discovered through the use of Company's

property, information, or position,

1. Competing directly with the business of the Company or with any business that the Company is

considering.

1. Using Company's property, information, or position for personal gain. If the Company has finally

decided not to pursue an opportunity that relates to the Company's business activity, he/she may

pursue such activity only after disclosing the same to the Board of directors or the nominated

person/ committee.

vii) Fair Dealing

In carrying out their duties and responsibilities, directors should endeavor to deal fairly, and should

promote fair dealing by the Company, its employees and agents, with customers, suppliers and

employees. Directors should not seek to take unfair advantage of the Company through manipulation,

concealment, abuse of privileged information, misrepresentation of material facts or any other unfair

dealing.

viii) Conflicts of Interest

Each person to whom this code is applied should be conscientious in avoiding 'conflicts of interest' with

the Company. A situation of conflict of interest, actual or potential, can arise:

1. When an employee, officer, or director takes action or has interests that may make it difficult to

perform his or her work objectively and effectively;

1. The receipt of improper personal benefits by a member of his or her family as a result of one's

position in the Company;

1. Any outside business activity that detracts an individual's ability to devote appropriate time and

attention to his or her responsibilities with the Company;

1. The receipt of non-nominal gifts or excessive entertainment from any person/company with which

the Company has current or prospective business dealings;

1. Any significant ownership interest in any supplier, customer, development partner or competitor of

the Company; and

1. Any consulting or employment relationship with any supplier, customer, business associate or

competitor of the Company.

In case there is likely to be a conflict of interest, he/she should make full disclosure of all facts and

circumstances thereof to the Board of directors or any Committee/ officer nominated for this purpose

by the Board and a prior written approval should be obtained.

ix) Confidential Information

Directors should maintain the confidentiality of information entrusted to them in carrying out their

duties and responsibilities, except where disclosure is approved by the Company or legally mandated or

if such information is in the public domain. The Company’s confidential and proprietary information

shall not be inappropriately disclosed or used for the personal gain or advantage of any director or

anyone other than the Company. These obligations apply not only during a director’s term, but

thereafter as well.

x) Protection and Proper Use of Company's Assets

Each person to whom this code is applied should protect Company's assets and property and ensure its

efficient use. Theft, carelessness, and waste of the Company's assets and property have a direct impact

on the Company's profitability. Company's assets should be used only for legitimate business purposes.

xi) Compliance with Laws and Regulations

In carrying out their duties and responsibilities, directors should comply, and endeavor to ensure that

the management is causing the Company to comply, with applicable laws, rules and regulations. In

addition, if any director becomes aware of any information that he or she believes constitutes evidence

of a material violation of any securities or other laws, rules or regulations applicable to the Company or

the operation of its business, by the Company, any employee or another director, then such director

should bring such information to the attention of the Board of Directors of the Company.

xii) Compliance with Code of Conduct & Reporting concerns

If any person to whom this code is applied who knows of or suspects of a violation of applicable laws,

rules or regulations or this Code, such person must immediately report the same to the Board or any

designated person/ committee thereof. Such person should as far as possible provide the details of

suspected violations with all known particulars relating to the issue. The Company recognizes that

resolving such problems or concerns will advance the overall interests of the Company, which will help

to safeguard the Company's assets, financial integrity and reputation.

In the event of non-compliance with the Code, it is left to the discretion of the Board to take appropriate

action against the person who has violated this Code. This discretion, however, will not be exercised

arbitrarily and regard will be had to various factors such as the nature and circumstances of each case,

these verity and impact of the non-compliance, whether the intention of the accused was malafide, etc.

Disciplinary actions may include termination of employment. Where the Company has suffered a loss,

it may pursue its remedies against the individuals or entities responsible. Where laws have been

violated, the Company will cooperate fully with the appropriate authorities.

xiii) Insider Trading

Directors should observe all applicable laws and with respect to the purchase and sale of the

Company’s securities. It is the responsibility of each director to become familiar with and understand

these laws and regulations. Insider Trading generally involves the act of subscribing or buying or

selling of the Company’s securities, when in the possession of any Unpublished Price Sensitive

Information (“UPSI”) about the Company. It also involves disclosing any UPSI about the Company to

others who could subscribe or buy or sell the Company’s securities. Insider Trading invokes severe

civil and criminal penalties not only on the Insider but also on the Company in certain circumstances

under the Regulations issued in India under the Securities and Exchange Board of India (SEBI) Act,

“Sensitive Information” is information which relates directly or indirectly to a Company and which if

published is likely to materially affect the price of Securities of a Company. It is important to note that

both positive and negative information could be price sensitive.

xiv) Declaration for Compliance with the Code

The members of the Board and Senior Management Personnel shall affirm the compliance with the

Code on an annual basis and shall sign a confirmation to that effect as per the format set out in

Annexure-I. The annual report of the Company shall carry a declaration signed by the CEO/ Managing

Director of the Company stating that the members of Board and Senior Management have affirmed

compliance with the Code

xv) Duties of Independent Directors

The independent directors shall-

1. undertake appropriate induction and regularly update and refresh their skills, knowledge and

familiarity with the company;

1. seek appropriate clarification or amplification of information and, where necessary, take and

follow appropriate professional advice and opinion of outside experts at the expense of the

company;

1. strive to attend all meetings of the Board of Directors and of the Board committees of which he is a

member;

1. participate constructively and actively in the committees of the Board in which they are

chairperson or members;

1. strive to attend the general meetings of the company;
2. where they have concerns about the running of the company or a proposed action, ensure that these

are addressed by the Board and, to the extent that they are not resolved, insist that their concerns

are recorded in the minutes of the Board meeting;

1. keep themselves well informed about the company and the external environment in which it

operates;

1. not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
2. pay sufficient attention and ensure that adequate deliberations are held before approving related

party transactions and assure themselves that the same are in the interest of the company;

1. ascertain and ensure that the company has an adequate and functional vigil mechanism and to

ensure that the interests of a person who uses such mechanism are not prejudicially affected on

account of such use;

1. report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s

code of conduct or ethics policy;

1. acting within his authority, assist in protecting the legitimate interests of the company,

shareholders and its employees;

1. not disclose confidential information, including commercial secrets, technologies, advertising and

sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly

approved by the Board or required by law.

INTERPRETATION OF CODE

The Board or designated person will handle any question or interpretation under code of conduct or any

person authorized by the Board of the Company. The Board or any designated person has the authority to

waive compliance with this code of business conduct for any Director, or senior Managerial Personnel of the

Company. The person-seeking waiver of this code shall make full disclosure of the particular circumstances

to the Board or the designated person/ committee.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time

to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies

Act, 2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of

Statutory Provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

Annexure‐I

Affirmation by Director/ Senior Management with Code of Conduct

As a Director/Senior Management Personnel, I hereby acknowledge that I have received and read the

Code of Conduct of the Company. I understand that it is my responsibility to consult the Compliance

Officer if I have any questions regarding the provisions of the Code of Conduct and I shall comply with

the Code of Conduct in true spirit.

I understand and agree that as a Director/ Senior Management Personnel it is my responsibility to

promote the application of the Code of Conduct.

Name:

Date:

Criteria of Making Payments to Non-Executive Directors

BACKGROUND

With changes in the corporate governance norms brought by the Companies Act, 2013 (“the Act”) as well as

Equity Listing Agreement, the role of Non-Executive Directors (“NED”) and the degree and quality of their

engagement with the Board of Directors (“the Board”) and the Company has undergone significant changes over

a period of time. The Company is being hugely benefited from the expertise, advice and inputs provided by the

NEDs. They devote their valuable time in deliberating on the strategic and critical issues in the course of the

Board and Committee meetings of the Company and give their valuable advice, suggestion and guidance to the

management of the Company from time to time. Levels of remuneration to the NEDs are determined such that

they attract, retain and motivate directors of the quality and ability required to run the Company successfully.

As per Regulation 46(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

(“Listing Regulation”) listed entity shall disseminate following information on the website of the Company:

CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS

In keeping with the above, any fee/ remuneration payable to the NEDs of the Company shall abide by the

following:

Sitting Fee:

Such director(s) may receive remuneration by way of fee for attending meetings of the Board or Committee

thereof or any other meeting as required by Companies Act, 2013, Equity Listing Agreement or other

applicable law or for any other purpose whatsoever as may be decided by the Board;

Remuneration:

Section 197 of the Act, allows a Company to pay remuneration (excluding sitting fees) to its NEDs either by

monthly payment or at a specified percentage of net profits of the Company, or partly by one way or partly by

other subject to the prior approval of the shareholders of the Company.

Remuneration referred to above, may be paid to NEDs as may be decided by the Board of the Company from

time to time, depending on the extra time that may be devoted and contributions made by the NEDs to the

Company.

Professional Fees:

Section 197 of the Act allows a Company to pay remuneration to its NEDs for services rendered by any such

Director if:

1. The services rendered are of professional nature;
2. In the opinion of Nomination and Remuneration Committee the Director possess the requisite

qualification for the practice of the profession.

As per the provision of Section 188 of the Act, the Audit Committee and the Board of the Company shall

approve the Professional fees to be paid to NEDs, and with the approval of the members of the company

where ever required.

Reimbursement of actual expenses incurred:

NEDs may also be paid/ reimbursed such sums either as fixed allowance and /or actual as fair compensation

for travel, boarding and lodging and incidental and /or actual out of pocket expenses incurred by such member

for attending Board/ Committee Meetings or for Company’s work.

The Nomination and Remuneration Committee is entrusted with the role of reviewing the compensation of

NEDs.

Refund of excess remuneration paid:

If any director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the

prescribed limit or without the prior sanction of the Central Government, where it is required, such person

shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The

Company shall not waive the recovery of any sum refundable to it unless permitted by the Central

Government.

Stock Options:

As per the Regulation 17 of the Listing Regulations, the member’s resolution shall specify the limits for the

maximum number of stock options that can be granted to NEDs, in any financial year and in aggregate.

Provided that an independent director shall not be entitled to any stock option and may receive remuneration

by way of fees and reimbursement of expenses for participation in meetings of the Board and other meetings

and profit related commission as may be approved by the members.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to

time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act,

2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory

Provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Familiarisation Programme for Independent Directors

BACKGROUND

Pursuant to regulation 25(7) Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (“Listing Regulation”) stipulates that the Company shall familiarise the

Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the

industry in which the Company operates, business model of the Company, etc., through various programmes.

PURPOSE

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.

FAMILIARISATION PROCESS

At the time of appointing new Independent Director, a formal letter of appointment is given to him/ her, which

inter alia explains the role, function, duties and responsibilities expected of him/her as an Independent Director of

the Company. Periodic presentations are made at the Board’s and Committee meetings, on business performance,

strategy and competition. Such programmes/ presentations will provide an opportunity to the Independent

Directors to have an overview of;

1. Criteria of independence applicable to Independent Directors;
2. Time allocation by the Independent Directors on financial controls, overseeing systems of risk

management, financial management compliance, Corporate Social Responsibility, Stakeholders conflicts,

Board effectiveness, strategic direction, Meetings and performance assessment;

1. Roles, functions, Duties, Responsibilities and liabilities of Independent Directors;
2. Directors Responsibility Statement forming part of Boards’ Report;
3. Code for Independent Directors as per Schedule IV of Companies Act, 2013
4. Vigil Mechanism including policy formulation, disclosures, code for Independent Directors;
5. Risk Management Systems & framework;
6. Board Evaluation Process and Procedures;

Such programs/ presentations will provide an opportunity to the Independent Directors to interact with the senior

leadership team of the Company and help them to understand the Company’s strategy, business model,

operations, service and product offerings, markets, organization structure, finance, human resources, technology,

quality, facilities and risk management and such other areas as may arise from time to time.

The Independent Director is also explained in detail the compliances required from him/her under the Companies

Act, 2013, Listing Regulations and other relevant regulations and his/her affirmation taken with respect to the

same. With a view to familiarize him/her with the Company’s operations, the Chairperson/ Managing Director

provides a one-to-one interaction on the organisational set up, the functioning of various divisions/ departments,

the Company’s market share and the markets in which it operates, governance and internal control processes and

other relevant information pertaining to the Company’s business. The above initiatives help the Director to

understand the Company, its business and the regulatory framework in which the Company operates and equips

him to effectively fulfil his role as Independent Director of the Company.

CONTINUAL FAMILIARISATION MODULES

The Company will follow a structured orientation programme for the Independent Directors to understand and get

updated on the business and operations of the Company on a continuous basis. The familiarisation module shall

inter-alia, include regular inputs on strategy and business model of the Company, budgeting and planning,

performance of various business verticals, statutory reporting including Internal Audit Reports, SEBI Audit

Reports and compliance related certifications and overview of business of subsidiaries on an on-going basis

through the Chairperson/ Managing Director/ Chief Financial Officer and the Senior Managerial Personnel. The

Company will also provide an opportunity to the Independent Directors to interact with the senior leadership team

of the Company and help them to understand the Company’s strategy, business model, operations, service and

product offerings, markets, organisation structure, facilities and risk management and such other areas.

Presentations are made to the Board of Directors/ Audit Committee (minutes of Audit Committee and other

Board Committees are circulated to the Board), where Directors get an opportunity to interact with Executive

Committee members and Business Heads. The Board of Directors has complete access to the information within

the Company. Independent Directors have the freedom to interact with the Company’s management. Apart from

this, they also have independent interactions with the Statutory Auditors, the Internal Auditors and external

advisors appointed from time to time. Further, they meet regularly without the presence of any management

personnel and their meetings are conducted informally to enable the Independent Directors to discuss matters

pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the Company.

REVIEW AND AMENDMENT

The Board will review the programme and make necessary amendments as and when required.

DISSEMINATION OF THE POLICY

This policy shall be uploaded on the website of the Company i.e. http://www.recodestudios.com for public

information and a web link for the same shall also be provided in the Annual Report of the Company.

*****

Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025

NOMINATION AND REMUNEERATION POLICY

(TERM OF REFERENCE, PROCEDURE AND POLICIES)

BACKGROUND

Nomination and Remuneration Policy (“Policy”) of Recode Studios Limited is being formulated in terms of

Section 178 of the Companies Act, 2013 (“the Act”) read with Part D of Schedule II of Securities and Exchange

Board of India (Listing Obligations and Requirements) Regulations, 2015 (“Listing Regulation”) , as amended

from time to time.

This Policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior

Management Personnel and other employees has been formulated by the Nomination and Remuneration

Committee (“the Committee”) which shall act as a guideline for determining, inter alia, qualifications, positive

attributes and independence of a Director, matters relating to the remuneration, appointment, removal and

evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

OBJECTIVE

The objective of the policy is as under:

a. To formulate the criteria for determining qualifications, competencies, positive attributes and

independence for recommendation of appointment of a director (executive/ non‐executive/

independent) to the Board; and

b. To specify the manner for effective evaluation of performance of Board, its Committees, Individual

Directors, to be carried out either by the Board, the Committee, or by an Independent external agency

and review its implementation and compliance.

c. To recommend policy relating to the remuneration of the Directors, KMP and other employees to the

Board of Directors of the Company ("Board").

This includes reviewing and approving corporate goals and objectives relevant to the compensation of the

Executive Directors, evaluating their performance in light of those goals and objectives and either as a

committee or together with the other Independent Directors (as directed by the Board), determine and

approve Executive Directors' compensation based on such evaluation; making recommendations to the

Board with respect to KMPs and Senior Management Personnel compensation and recommending

incentive‐ compensation and equity‐based plans to the Board.

DEFINITIONS

a. “Remuneration” means any money or its equivalent paid or passed on to any person for services rendered

by him and includes perquisites as defined under the Income‐tax Act, 1961;

b. “Key Managerial Personnel” means:

i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary;

iv. Such other officers as may be prescribed.

c. “Senior Managerial Personnel” means the personnel of the company who are members of its core

management team excluding Board of Directors comprising all members of the management one level

below the executive director including the functional heads.

NOMINATION AND REMUNERATION COMMITTEE

Term of Reference:

a. Identifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, recommend to the Board their appointment

and removal and shall carry out evaluation of every director’s performance.

b. Formulating the criteria for determining qualifications, positive attributes and independence of a

director and recommend to the Board a policy, relating to the remuneration for the directors, key

managerial personnel and other employees.

c. Specify the manner for effective evaluation of performance of Independent Directors, the Board and

its committees and other individual directors and further review its implementation and compliance;

d. Devising a policy on Board diversity

e. Ensuring that the Board comprises of a balanced combination of Executive Directors and Non-

Executive Directors;

f. All information about the Directors / Managing Directors / Whole time Directors / Key Managerial

Personnel i.e., background details, past remuneration, recognition or awards, job profile shall be

considered and disclosed to shareholders, where required;

g. The Committee shall take into consideration and ensure the compliance of provisions under Schedule

V of the Companies Act, 2013 for appointing and fixing remuneration of Managing Directors /

Whole-time Directors;

h. While approving the remuneration, the Committee shall take into account financial position of the

Company, trend in the industry, qualification, experience and past performance of the appointee;

i. The Committee shall be in a position to bring about objectivity in determining the remuneration

package while striking the balance between the interest of the Company and the shareholders;

Membership:

a. The Committee shall comprise of at least (3) Directors, all of whom shall be non-executive Directors

and at least half shall be Independent Directors.

b. The Board shall reconstitute the Committee as and when required to comply with the provisions of the

Act and the SEBI Listing Regulations.

c. The quorum for the Meeting of the Committee shall either be two members or one third of the total

strength of the Committee, whichever is higher (including at least one independent director in

attendance).

d. Membership of the Committee shall be disclosed in the Annual Report.

e. Term of the Committee shall be continued unless terminated by the Board of Directors.

Chairperson:

a. Chairperson of the Committee shall be an Independent Director.

b. Chairperson of the Company may be appointed as a member of the Committee but shall not be a

Chairperson of the Committee.

c. In the absence of the Chairperson, the members of the Committee present at the meeting shall choose

one amongst them to act as Chairperson.

d. Chairperson of the Committee meeting could be present at the annual general meeting or may nominate

some other member to answer the shareholders’ queries.

Frequency of Meetings:

The meeting of the Committee shall be held at such regular intervals as may be required but not less than

one meeting in a year.

Agenda, Minutes & Reports:

Meeting of the Committee can be held whenever required. The Chairperson of the Committee shall be

responsible for establishing the agenda for meetings of the Committee. Minutes of all meetings of the

Committee shall be prepared to document the discharge of responsibilities by the Committee. The minutes

shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full

Board of Directors. The Company Secretary of the Company shall act as the Secretary/Convener of the

Committee and ensure that the Committee receives information and papers in a timely manner to enable full

and proper consideration to be given to the issues.

Committee Members’ Interests:

a. A member of the Committee is not entitled to be present when his or her own remuneration is discussed

at a meeting or when his or her performance is being evaluated.

b. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of

the Committee

Secretary:

The Company Secretary of the Company shall act as Secretary of the Committee.

(APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT PERSONNEL)

a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the

person for appointment as Director, KMP or Senior Management Personnel and make recommendations

to the Board about his/her appointment.

b. A person should possess adequate qualification, expertise and experience for the position he/ she is

considered for appointment. The Committee has authority to decide whether qualification, expertise and

experience possessed by a person is sufficient /satisfactory for the position.

c. The Company shall not appoint or continue to have any person as Whole-time Director who has attained

the age of seventy years and shall not appoint or continue any person as Independent Director who has

attained the age of seventy‐five years, provided that the term of the person holding such position may be

extended beyond the age of seventy years/seventy‐five years with the approval of shareholders by

passing a special resolution.

d. Basis the performance evaluation report of an Independent Director, the committee shall recommend to

the Board, whether to extend or continue the term of appointment of the Independent Director.

Term/ Tenure:

a. Executive Chairperson/ Managing Director/ Whole‐time Director:

The Company shall appoint or re‐appoint any person as its Executive Chairperson or Managing

Director or Whole‐time Director or Executive Director for a term not exceeding five years at a time. No

re‐appointment shall be made earlier than one year before the expiry of term.

b. Independent Director:

An Independent Director shall hold office for a term up to five consecutive years and will be eligible

for re‐appointment upon passing of a Special Resolution by the Company and disclosure of such

appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of maximum 5 years

each, but such Independent Director shall be eligible for appointment after expiry of three years of

ceasing to become an Independent Director. Provided that an Independent Director shall not, during the

said period of three years, be appointed in or be associated with the Company in any other capacity,

either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of Boards on

which such Independent Director serves, is restricted to the maximum number prescribed under the Act

or the Listing Regulation.

Evaluation:

The Committee shall carry out evaluation of performance of every Direct KMP and Senior Management at

regular intervals (yearly). The evaluation of performance of the Board, its Committees and Individual

Directors to be carried out either by the Board, by the Committee or by an independent external agency and

review its implementation and compliance.

Removal:

Due to reasons for any disqualification mentioned in the Act, rules and regulations made thereunder, or

under any other applicable law, or for any other compelling reasons, the Committee may recommend with

reasons to be recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to

compliance of the provisions the Act, rules and regulations and the Policy of the Company.

Retirement:

The Director, Key Managerial Personnel and Senior Management Personnel shall retire as per the applicable

provisions of the Act and the prevailing Policy of the Company. The Board will have the discretion to retain

the Director, Key Managerial Personnel, and Senior Management Personnel in the same position/

remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

**POLICY FOR REMUNERATION TO DIRECTORS/ KEY MANAGERIAL PERSONNEL/ OTHER

EMPLOYEES**

a. Remuneration to Managing Director/ Whole‐time Directors:

The remuneration/ commission, etc. to be paid to Managing Director / Whole‐time Directors, etc. shall

be governed as per provisions of the Act and rules made there under or any other enactment for the time

being in force and within the overall limits approved by the shareholders of the Company.

b. Remuneration to Non‐ Executive/ Independent Directors:

Overall remuneration should be reflective of the size of the Company, complexity of the sector/

industry/ Company's operations and the Company's capacity to pay the remuneration.

Independent Directors may be paid sitting fees (for attending the meetings of the Board and of

committees of which they may be members). Quantum of sitting fees may be subject to review on a

periodic basis, as required.

Overall remuneration (sitting fees) practices should be consistent with the recognized best practices. In

addition to the sitting fees, the Company may pay/ reimburse to any Director such fair and reasonable

expenditure, as may have been incurred by the Director while performing his/ her role as a Director of

the Company.

c. Remuneration to Key Managerial Personnel and Other Employees:

The remuneration to Key Managerial Personnel and Other Employees shall consist of fixed pay and

incentive pay, in compliance with the provisions of the Companies Act, 2013, other legislative

enactments, if any, and in accordance with the Company's Policy.

The fixed pay shall include monthly remuneration, employer’s contribution to provident fund,

contribution to pension fund, pension schemes, etc. as decided from time to time. The compensation to

Senior Management Personnel should be recommended to the Board by the Committee.

POLICY ON BOARD DIVERSITY

The Committee should ensure that the Board of the Company comprises of individuals having appropriate

qualification & experience in accordance with Board Diversity Policy as set out in Policy on Diversity of

Board of Directors.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time

to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies

Act, 2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of

Statutory Provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

Policy for Determination of Materiality of Events or Information

BACKGROUND

With a view to enable investors to make well informed decisions, Regulation 30 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (“Listing Regulation”) requires every listed entity to make timely,

adequate and accurate disclosure of any event or information which, in the opinion of its Board of Directors

(“Board”) is material. Further, the sub-regulation 4 of listing regulation also provides for framing a policy for

Determination of Materiality of events or information, based on the criteria specified therein.

Hence in view of the above, this Policy for Determination of Materiality of events or information (“Policy”) has been

framed to provide necessary guidelines to the Board for determination of the materiality of events and information

and to make timely, adequate and accurate disclosures of information or events which could affect the investment

decisions of the investors

This Policy has been formulated in accordance with Clause (ii) of sub-regulation (4) of Regulation 30 of the Listing

Regulations.

MATERIAL DISCLOSURES

The Company shall within the prescribed time disclose all such material events to the Stock Exchanges where **the

Securities of the Company are listed as:**

a. Specified in Para A of Part A of Schedule III of the Listing Regulations without any application of guidelines

for materiality as specified in sub regulation (4) of Regulation 30 of Listing Regulations;

b. Specified in Para B of Part A of Schedule III of the Listing Regulations subject to application of guidelines for

materiality as specified in sub regulation (4) of Regulation 30 of Listing Regulations;

c. any other events/ information viz. any major development that is likely to affect business, e.g. emergence of

new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the

accounts, etc. and brief details thereof and any information which is exclusively known to the Company which

may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the

establishment of a false market in such securities; and

d. any other information as may be determined by the Board from time to time.

CRITERIA FOR DETERMINING MATERIALITY:

Materiality shall be determined on case to case basis depending on the specific facts and circumstances relating to the

event/ information relevant to the Company. A particular event/ information will be considered as material in nature,

if it substantially alters/ impacts the existing composition of revenue/ profits of the Company. The board shall

determine the materiality of event/ information in Para B of part A of Schedule III on the basis of criteria specified in

sub regulation (4) of Regulation 30 of Listing Regulations.

**GUIDELINES FOR DETERMINING WHEN THE MATERIAL EVENT/ INFORMATION HAS

OCCURRED**

The determination of the time when material event/information can be said to have occurred would depend either

upon the stage of negotiation/discussion or approval and the events where no such negotiation/ discussion or approval

is required, the event/information can be said to have occurred as and when the management become aware of the

same.

AUTHORISED KEY MANAGERIAL PERSONNEL (KMP) FOR DETERMINING THE MATERIALITY

The following KMP’s are hereby jointly and/or severally authorised by the Board of Directors for determining

materiality of an event or information for the purpose of making disclosures to the Stock Exchanges:

Name Designation Email Id & Contact Details

Mr. Dheeraj Bansal Managing Director dheeraj@recodestudios.com

9872328815

Mr. Narinder Singh CFO narinder@recodestudios.com

95010 24205

Mrs. Mukta Ahuja Company Secretary cs@recodestudios.com

9711240807

DISCLOSURES

a. The Managing Director, Executive Director and Company Secretary of the Company are authorized for

ascertaining the materiality of events/ information considering its nature and to disclose it to the Stock

Exchanges after taking into consideration various provisions of Listing Regulation and this Policy.

b. The Company shall use the electronic facilities provided by the Stock Exchanges for dissemination of the said

event/ information.

c. Statutory timeframes for disclosure shall be adhered to delay, if any, should be sufficiently explained along

with the disclosure.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time,

and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act, 2013,

rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory Provisions shall

prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

POLICY FOR PRESERVATION OF DOCUMENTS

Policy for Preservation of Documents

BACKGROUND

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“Listing Regulation”) require every Listed Company to frame a policy for providing framework for adequate

protection and preservation of the documents of the Company as per the applicable statutory requirements

re‐produced as under:

“Regulation 9: Preservation of Documents

The listed entity shall have a Policy for preservation of documents, approved by its board of directors,

classifying them in at least two categories as follows‐

a. Documents whose preservation shall be permanent in nature;

b. Documents with preservation period of not less than eight years after completion of the relevant

transactions: Provided that the listed entity may keep documents specified in clauses (a) and (b) in

electronic mode.”

PURPOSE

This policy shall govern the maintenance and preservation of documents as per applicable statutory and

regulatory requirements.

OBJECTIVES

The main objective of this policy is to ensure that all the statutory documents are preserved in compliance with

the Listing Regulation and as per Policy framed in compliance with the listing Regulation and to ensure that the

records which are no longer needed or which are of no value are discarded after following due process for the

same.

The major objective of the policy are:

 To identify statutory records to be preserved.

 To identify records to be maintained either for a period of eight years or permanently.

 To decide the mode of preserving the documents, whether in physical form or in electronic form.

 To decide the procedure to destroy the documents after eight years or other applicable period,

 To help employees understanding their obligations in retaining and preserving the documents and

records.

DEFINITIONS

“Current” means running matter or whatever is at present in course of passage.

“Electronic Form” means any contemporaneous electronic device such as computer, laptop, compact disc,

Floppy disc, space on electronic cloud, or any other form of storage and retrieval device, considered feasible,

whether the same is in possession or control of the Company or otherwise the Company has control over access

to it.

“Maintenance” means keeping documents, either physically or in electronic form

“Preservation” means to keep the documents preventing them from being altered, damaged or destroyed.

“Register” means a register maintained under the Companies Act, 2013 or the SEBI Act, 1992.

POLICY STATEMENT

The policy contain guidelines on how to identify documents that need to be maintained, how long certain

documents should be retained, how and when those documents should be disposed of, if no longer needed and

how the documents should be accessed and retrieved when they are needed.

CLASSIFICATION OF DOCUMENTS

a. Documents shall be classified in the following categories:

i. Mandatory under governing laws

ii. Non-Mandatory

b. Documents which are required to be mandatorily preserved for a stipulated minimum period of time under

governing laws shall be preserved accordingly. Documents in respect of which no minimum maintenance

timeline is stipulated under any of the laws shall be preserved in accordance with this policy.

c. All records and documents as provided herein shall be preserved for such time and period as may be

provided herein.

d. Any change in the governing laws affecting the change in period of preservation of documents shall prevail

over this policy.

PRESERVATION OF DOCUMENTS/ RECORDS

Subject to clause 4 above, the retention of the documents identified below and of documents not included in the

identified categories should be determined primarily by the application of the general guidelines affecting

document retention identified above, as well as any other pertinent factors as the overseeing authorities deem fit.

a. Tax & Accounting Records: Tax records include, but may not be limited to, documents concerning

payroll, expenses, proof of deductions, business costs, accounting procedures, and other documents

concerning the Company's revenues and expenses including capital expenditure. Tax records should be

retained for at least eight years from the date of filing the applicable return or such period of time as

prescribed under Tax laws whichever is later.

b. Employment Records/ Personnel Records: Labour laws require the Company to maintain certain

recruitment, employment and personnel information. The Company should also maintain personnel files

that reflect performance reviews if any and any complaints brought against the Company or individual

employees under applicable labour laws. The Company should also keep all final memoranda and

correspondence reflecting performance reviews and actions taken by or against personnel in the employee's

personnel file.

• Employment and personnel records shall be preserved for a minimum period of eight years

irrespective of whether such employee continues to be employed with the Company or not.

• Individual employee files need to be maintained as long as the concerned individual remains an

employee of the Company as also for a minimum period of 5 years thereafter or such period of time as

prescribed under respective laws for time being in force whichever is later.

• Returns under various labour laws, governmental and statutory filings etc. need to be retained in

accordance with the related stature as may be specified therein or for a minimum period of 8 years

whichever may be later.

c. Financial Statements, Minutes, Statutory Registers & other Documents: Financial Statements

including Audit Reports, Minutes of Meetings of Board, Members and other Committees Meeting along

with statutory registers as prescribed under governing laws for time being in force shall be preserved for

such period as provided in respective laws. Any document where preservation period is not prescribed

under governing laws shall be preserved for a minimum period of eight years.

d. Press Releases/ Public Filings: The Company should retain copies of all press releases and documents

filed with Stock Exchanges, Registrar of Companies and other regulatory authorities on a permanent basis.

e. Legal Files/ documents: All legal documents / copies of notices / summons / orders / judgments and all

other legal documents shall be preserved permanently. Documents like leases, Leave & License

agreements and other agreements shall be preserved for at least 5 years beyond the life of the said

documents.

f. Development/ Intellectual Property and Trade Secrets: Development documents are often subject to

intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing

the development process are often also of value to the Company and are protected as a trade secret where

the Company:

i. Derives independent economic value from the secrecy of the information; and

ii. The Company has taken affirmative steps to keep the information confidential.

The Company should keep all documents designated as containing trade secret information for at

least the life of the trade secret.

g. Contracts: Final, execution copies of all contracts entered into by the Company should be retained. The

Company should retain copies of the final contracts for at least five years beyond the life of the agreement,

and longer in the case of publicly filed contracts.

h. Electronic Mail: E-mail that needs to be saved should be either:

i. Printed in hard copy and kept in the appropriate file; or

ii. Downloaded to a computer file and kept electronically or on disk as a separate file so as to ensure its

timely retrieval.

MODES OF PRESERVATION

The Documents may be preserved in

a. Physical form; or

b. Electronic Form

The official of the Company who is required to preserve the document shall be Authorised Person who is

generally expected to observe the compliance of statutory requirements as per applicable law.

The preservation of documents should be such as to ensure that there is no tampering, alteration, destruction or

anything which endangers the content, authenticity, utility or accessibility of the documents.

The preserved documents must be accessible at all reasonable times. Access may be controlled by the concerned

Authorised Person with preservation, so as to ensure integrity of the Documents and to prohibit unauthorized

access.

ROLES & RESPONSIBILITIES

The respective Functional/ Departmental heads of the Company shall be responsible for maintenance and

preservation of documents in respect of the areas of operations falling under the charge of each of them, in

terms of this Policy.

DESTRUCTION OF DOCUMENTS

a. After the expiry of the preservation period specified in the annexed Documents Preservation Schedule,

such documents which are no longer required may be destroyed by the concerned department after

obtaining prior approval of Managing Director of the Company. The records of the documents destroyed

shall be maintained by the concerned department and shall be produced whenever required by the

concerned authority/ auditors.

b. In case any specific procedure is prescribed under applicable Act/ Rules/ Regulation for destruction of the

documents, the same shall be followed by the Company.

c. Where the Company has been served with any Notice requisitioning documents from any of the Statutory

Authorities or any Litigation is commenced by or against the Company, in such cases the destruction of the

related documents shall be suspended till such time the matter is settled or resolved or disposed‐off finally.

PERIODICAL REVIEW

The Policy should be flexible and easy to understand and comply with by all levels of employees. The policy

should be reviewed periodically by the Board as and when practical difficulties are encountered. The Top

management may also review the policy on document retention to comply with any local, state, central

legislations that may be promulgated from time to time.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to

time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act,

2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory

Provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Code of Practices and Procedures for Fair Disclosure of  Unpublished Price Sensitive Information

BACKGROUND

==========

Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 *("PIT Regulations")*,mandate every listed company to formulate and publish on its official Website, Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information *("Code")* that it would follow in order to adhere to each of the principles set out in Schedule A to the PIT regulations.

Further, SEBI (Prohibition of Insider Trading) (Amendment) Regulation 2018 notified on December 31, 2018 and subsequent amendment to PIT Regulations notified on January 21, 2019 requires every listed company, inter alia, to formulate a policy for determination of 'Legitimate purpose' as a part of this code formulated under regulation 8 of PIT Regulations.

DEFINITIONS

===========

• "Compliance Officer" means any senior officer, designated so and reporting to the Board of Directors, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of Unpublished Price Sensitive Information, monitoring of trades and the implementation of the codes specified in the SEBI (Prohibition of Insider Trading) Regulations, 2015, under the overall supervision of the Board of Directors of the Company.

Explanation -- For the purpose of this regulation, "financially literate" shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows.

• "Connected Person" shall have the meaning given to it under Regulation 2(d) of the Regulations (as mentioned below) and shall also include the promoters and their directors and key managerial personnel:

"Connected person" means:

a. any person who is or has during the six months prior to the concerned act been associated with a company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.

b. Without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:

i. an immediate relative of connected persons specified in clause (i); or ii. a holding company or associate company or subsidiary company; or

ii. an intermediary as specified in section 12 of the Act or an employee or director thereof; or

iii. an investment company, trustee company, asset management company or an employee or director thereof; or  iv. an official of a stock exchange or of clearing house or corporation; or

v. a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or  vi. a member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or  vii. an official or an employee of a self-regulatory organization recognized or authorized by the

Board; or

viii. a banker of the company; or

ix. a concern, firm, trust, Hindu undivided family, company or association of persons wherein a director of a company or his immediate relative or banker of the company, has more than ten per cent of the holding or interest.

"Contra Trade" means a trade or transaction which involves buying or selling any number of shares of the Company and within 6 months trading or transacting in an opposite transaction involving sell or buy following the prior transaction

Policy on Diversity of Board of Directors

Policy on Diversity of Board of Directors

BACKGROUND

In terms of regulation 19(4) read with sub para 3, Para A, Part D of Schedule II of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 _(“Listing

Regulations”) , the Board of Directors (“the Board”) of Recode Studios Limited (“the Company”)_ has

approved and adopted Policy on diversity of Board of Directors (“the policy”) on recommendations of

Nomination & Remuneration Committee (the “NRC”) of the Company.

The Policy sets out the approach to have a diversity on the Board of the Company in terms of thought,

experience, knowledge, perspective, gender, race, ethnicity or cultural background in the Board, in

compliance with the applicable laws, rules and regulations applicable to the Company.

PURPOSE

This policy is largely framed to address the importance of a diverse Board in harnessing the unique and

individual skills and experiences of the members in a way that collectively benefits the organization and the

business as a whole. The basic essence of the Policy is to provide a framework for leveraging on the

differences within the expertise of the Board, offering a broad range of perspectives that are directly relevant

to the business.

INTERPRETATION

Any words used in this policy but not defined herein shall have the same meaning ascribed to it in the

Articles of Association of the Company and /or the Companies Act, 2013 or Rules made thereunder. In case

of any dispute or difference upon the meaning/interpretation of any word or provision in this Policy, the

same shall be referred to the Committee and the decision of the Committee in such a case shall be final.

POLICY

The Company believes that a diverse Board will-

a. Enhance the quality of decision making and ensure better business performance.

b. Encourage diversity of perspectives thereby fueling creativity and innovation.

c. Complement and expand the skills, knowledge and experience of the Board as a whole.

d. Provide for better Corporate Governance.

A diverse Board will include and make good use of the differences in the skills, knowledge, industry

experience, background, gender, race, ethnicity, cultural background and other qualities of the individual

members as a whole. All Board appointments will be done on merit, in the context of skills as required for

the areas of our business operations, management and also expertise in the fields of regulatory, legal,

business development, human capital management, strategic planning, marketing and general administration.

NOMINATION AND APPOINTMENT

The Committee of the Board shall:

a. Review and assess the composition of the Board.

b. Identify appropriate qualified personnel to occupy Board position.

c. Suggest appropriate expertise and diversity requirements.

d. Manage the process of recruiting new members to the Board and defining requisite skills.

e. Ensure that selection process is formal and thorough and non-discriminatory.

f. Review and report any changes in relation to the diversity of the Board. The Committee shall also

review the Board composition in terms of the size of the Board, the composition of executive and non-

executive directors and the composition of independent directors, each of which shall being accordance

with the requirements of the Articles of Association of the Company, the Companies Act, 2013, the

Listing Agreements and other statutory/ regulatory requirements.

MONITORING, TRACKING AND REPORTING

The Committee shall support laying down a succession plan and drive the understanding of talent across the

organization and support development programme for the Board. As part of the exercise, it will also review

and suggest training for directors. Amongst the key requirements is to also plan for the evolution of

non‐executive directors over the medium term to maintain appropriate mix of skills, age and gender diversity

on the Board. The Company shall provide sufficient information about this policy to its shareholders, and

provide information regarding the composition of the Board, the areas of expertise of each director and their

qualification/ characteristics etc. The necessary disclosures about the policy and other details should be made

as per the requirements of the Listing Regulations and Companies Act, 2013.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time

to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act,

2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory

Provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025

Policy on Identification of Group Companies, Identification of Material Outstanding Creditors And Identification of Material Outstanding Litigations

Policy on Identification of Group Companies, Identification of Material Outstanding Creditors and

Identification of Material Outstanding Litigations

INTRODUCTION

Securities Exchange Board of India, vide its notification dated August 14, 2015, notified the Securities and

Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations (Fourth Amendment)

Regulations, 2015 (“4 Amendment Regulations”) whereby SEBI

i. modified the definition of the ‘group companies’;

ii. modified the disclosure requirements pertaining to litigation involving the issuer company, its directors,

its subsidiaries (if any), its promoters and its group companies; and

iii. modified the disclosure requirement pertaining to the outstanding dues to creditors.

Accordingly, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018, as amended (“Regulation”) stands amended to this extent.

OBJECTIVE

In view of the 4 Amendment Regulations, the Board of Directors (“Board”) of Recode Studios Limited

(“Company”) has adopted this policy and procedures for determination of:

i. Companies which are considered to be material as a Group company of the Company within the meaning

of ‘Group Company’ defined under the SEBI Regulations;

ii. Material Creditors; and

iii. Material Litigation.

This policy shall be called the ‘Policy on Identification of Group Companies, Material Creditors and Material

Litigations’ (“Policy”).

INTERPRETATION

In this Policy, unless the context otherwise requires:

a. Words denoting the singular shall include the plural and vice versa.

b. References to the words “include” or “including” shall be construed without limitation.

IDENTIFICATION OF THE GROUP COMPANIES

As per schedule VI of the Regulation, the Company is required to define materiality policy, for identification and

disclosure of “Group Companies” in its draft prospectus/prospectus as:

_“The words “group companies”, wherever they occur, shall include such companies as covered under applicable

accounting standards and also other companies as considered material by the board of the issuer.”_

For the purpose of identification of “Group Companies” , our Company has considered those companies as our

Group Companies which is covered under the applicable accounting standard (AS-18) issued by the Institute of

Chartered Accountants of India as per Restated Financial Statements and also other companies as considered

material by the Board of the issuer pursuant to the Regulation. The materiality Policy framed by the Board covers

such Companies as Our Group Companies which fulfils both (i) and (ii) conditions as mentioned below:-

i. Companies with which there were related party transactions, during the period for which financial information

is disclosed in Offer Documents, as covered under the applicable accounting standards, and

ii. Such company that forms part of the Promoter Group of our Company in terms of Regulation 2(1) (pp)(iv) of

the SEBI Regulations; and our Company has entered into one or more transactions with such company in

preceding fiscal or audit period as the case may be exceeding ten percent (10.00%) of total revenue of the

company as per Restated Financial Statements.

IDENTIFICATION OF MATERIAL OUTSTANDING CREDITORS

Our Company is required to disclose pursuant to Para 12(A)(2) of Part A of Schedule VI of the Regulation in the

Draft Prospectus/ Prospectus, the details of the outstanding dues to creditors: (i) based on the policy on materiality

of our Board, complete disclosure for such creditors; and (ii) consolidated information on outstanding dues to small

scale undertakings and other creditors, separately giving details of number of cases and amount involved.

Additionally, our Company is required to provide complete details about outstanding dues to creditors as per (i) and

(ii) above on the webpage of our Company with a web link thereto in the Draft Offer Document / Offer Document

which is as follows:-

For identification of material creditors, any creditor of the Company shall be considered to be material, if the amount

due to any one of them exceeds five percent (5.00%) of trade payables as per the last audited financial statements

of the Company.

IDENTIFICATION OF MATERIAL OUTSTANDING LITIGATION

Our Company is required to disclose in the Draft Offer Document / Offer Document all outstanding: (i) criminal

proceedings; (ii) actions by statutory or regulatory authorities; (iii) claims relating to direct and indirect taxes; (iv)

disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoter in the last five

financial years, including outstanding action; or (v) Material Litigation (as defined below); involving our Company,

our directors and our promoters.

For the purposes of disclosure pursuant to Para 12(A)(1) of Part A of Schedule VI of the SEBI Regulations and the

Materiality Policy, following litigation are considered material for disclosure in Draft Offer Document / Offer

Document of our Company:-

All pending litigation involving our Company, holding, Directors, Promoters and Group Companies, other than

criminal proceedings and statutory or regulatory actions, would be considered ‘material’ if the monetary amount of

claim by or against the entity or person in any such pending proceeding is in excess of one percent (1.00%) of the

profit after tax of our Company as per the last audited financial statement or such litigations outcome could have a

material impact on the business, operations, prospects or reputation of the Company

Further, as per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment)

Regulations, 2025, other pending litigations shall also be classified as material based on the lower of the threshold criteria

mentioned below -

(i) As per the policy of materiality defined by the board of directors of the issuer and disclosed in the offer document; or

(ii) Litigation where the value or expected impact in terms of value, exceeds the lower of the following:

(a) two percent of turnover, as per the latest annual restated consolidated financial statements of the issuer; or

(b) two percent of net worth, as per the latest annual restated consolidated financial statements of the issuer, except in case

the arithmetic value of the net worth is negative; or

(c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated consolidated

financial statements of the issuer.”

Accordingly, other pending litigations involving the Company, Directors, Promoters, which meet the above-mentioned

thresholds, has also been considered while determining material litigations.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to

time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act, 2013,

rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory Provisions

shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

Policy on Materiality of Related Party Transactions

Policy on Materiality of Related Party Transactions

BACKGROUND

In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements ) (“Listing Regulations”)

every listed entity shall formulate a Policy on materiality of Related Party Transactions and dealing with the related

party transactions. So considering the requirements, the Company has enacted a Policy on Materiality of Related

Party Transactions and dealing with the Related Party Transactions (“Policy”) in line with Listing Regulations and

Companies Act, 2013.

OBJECTIVE

This policy has been framed to deal with various related party transactions which includes but not limited to

material Related Party Transactions or Transaction which are not in the ordinary course of business or on an

Arm’s Length basis.

This policy aims to ensure proper approval, disclosure and reporting of transactions as applicable, between

the Company and any of its related parties in the best interest of the Company and its stakeholders. This policy

deals with identification of the Related Parties, materiality threshold for related party transactions and the

manner of dealing with the transactions with Related Parties by the Company keeping in view the provisions

of the Act and Listing Regulations

DEFINITIONS

“Materiality of Related Party Transactions” means a transaction with a Related Party if the transaction(s)

to be entered into individually or taken together with previous transactions during a financial year exceeds ten

percent of the annual consolidated turnover of the Company as per the last audited financial statements of the

company

‘Related Party' will have the same meaning as defined under Section 2(76) of the Act or under the applicable

Accounting Standards, as may be amended from time to time.

“Relative” in relation to the related party shall have the same meaning as defined in Section 2(77) of the Companies

Act, 2013 read with Rule 4 of The Companies (Specification of definition details) Rules, 2014

“Related Party Transaction” means

for the purpose of the Act, specific transactions mentioned in clause (a) to (g) of subsection 1 of Section 188;

for the purpose of Listing Regulations, transfer of resources, services or obligations between a listed entity

Related Party, regardless of whether price is charged and a transaction with the related party shall be

construed to include a single transaction or a group of transaction in a Contract.

Any other term not specifically defined hereinabove shall have the same meaning as defined under the Act, SEBI

(Listing Obligations and Disclosure Requirement) Regulations, the Listing Agreement, Securities Contracts

(Regulation) Act, 1956 or any other applicable law or regulation.

IDENTIFICATION OF RELATED PARTIES

The company has devised a proper mechanism for the identification and updating the list of related parties.

Each director and Key Managerial Personal is responsible for providing relevant disclosures to the Board or

Audit Committee relating to the concern or interest in any company/ companies or bodies corporate, firms or

the other association of individuals which shall include shareholding. Such notice shall be provided to the

company at the time of appointment and also at the time of first board meeting in every financial year and

whenever there is any change in the disclosures already made.

MANNER OF DEALING WITH RELATED PARTY TRANSACTIONS

Review and approval of Audit Committee:

In terms of Regulation 23 of Listing Regulation, prior approval of the Audit Committee is required for entering

into transactions with related parties. Any member of the Committee who is in any way concerned or

interested in any Related Party Transaction, shall remain abstain from discussion and voting on any such

resolution. Further on regular basis the transactions entered by the Company with the related parties which

are in the ordinary course of business and on Arm’s Length basis shall be placed before the committee on

quarterly basis for its ratification.

However the Audit committee may grant omnibus approval In case of frequent/ regular/ repetitive transactions

with related parties which are in the normal/ ordinary course of business of the Company. While granting such

approval the Audit Committee shall satisfy itself regarding the need for the omnibus approval and that same

is in the interest of the Company.

The omnibus approval shall specify the following:

a. Name of the related party

b. Nature of the transaction

c. Period of the transaction

d. Maximum amount of the transactions that can be entered into

e. Indicative base price / current contracted price and formula for variation in price, if any

f. Such other conditions as the Audit Committee may deem fit.

Such transactions will be deemed to be pre-approved and may not require any further approval of the Audit

Committee for each specific transaction unless the price, value or material terms of the contract or arrangement

have been varied/ amended. Any proposed variations/ amendments to these factors shall require a prior

approval of the Committee.

Further, where the need of the related party transactions cannot be foreseen and all prescribed details are not

available, Committee may grant omnibus approval subject to the limits as envisaged in the Listing Regulation,

from time to time. Further, the Committee shall on quarterly basis review and assess such transactions

including the limits to ensure that they are in compliance with this Policy. The omnibus approval shall be

valid for a period of one year and fresh approval shall be obtained after the expiry of one year.

Approval by the Board:

The Related Party transactions as specified under Section (1) of the Section 188 of Act, which are not in the

ordinary course of business and on an Arm’s Length basis, shall require approval of the Board. Further If the

Committee is of the view that certain Related Party Transaction(s) should be brought before the Board or if

the Board in any case elects to review any such matter or it is specifically provided under any other provision

of the Act to be passed by the Board, then the Board shall consider and approve such Related Party

Transactions.

Where any Director is interested in any Contract or Arrangement with a related party, such Director shall not

be present at the meeting during the discussions on the subject matter of the resolution relating to such contract

or arrangement.

Approval of Shareholders:

1. All Material Related Party Transactions shall require approval of the shareholders through a resolution and

the Related Parties shall abstain from voting on such resolution (for the purpose of Listing Regulations).

1. All the related party transaction(s) to be entered into in terms clauses (a) to (e) of subsection 1 of Section

188 the value/ consideration of which is in excess of their respective limits specified under Rule 15(3) of the

Companies (Meetings of Board and its Powers) Rule, 2014 other than Transactions specified in the Para (a)

above and the transactions which are in ordinary course of business and on Arm’s Length basis shall require

approval of the shareholders. No member of the Company shall vote on any resolution involving a transaction

if such member is a related party.

Related Party Transactions not previously approved:

If at any instance, the Company becomes aware of a Related Party Transaction that has not been approved or

ratified, the transaction shall be placed as promptly as practicable before the Committee or Board or the

Shareholders as may be required in accordance with this Policy for review and ratification/approval.

The Committee or the Board or the Shareholders shall consider all relevant facts and circumstances in respect

of any such transaction(s) and shall evaluate all options available to the Company, including but not limited

to ratification, revision, or termination of such transaction, and the Company shall take such action as the

Committee / Board deems appropriate under the circumstances.

DISCLOSURE AND REPORTING OF RELATED PARTY TRANSACTIONS

The Company shall make appropriate disclosures/ reporting with respect to related party transactions, as per

the applicable provisions of the Act and Listing Regulations.

The Company shall also maintain relevant register(s) for recording particulars of all such transactions,

contracts or arrangements with the related parties as per the relevant provisions of the Act.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time

to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act,

2013, rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory

Provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

Policy on Orderly Succession Planning for the Board of Directors and Senior Management

Policy on Orderly Succession Planning for the Board of Directors and Senior Management

BACKGROUND

In terms of the provisions of regulation 17(4) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“Listing Regulations”) , the Board of Directors (“the Board”) of the listed entity shall satisfy

itself that plans are in place for orderly succession for appointment to the Board of Directors and Senior Management.

The term “Senior Management” means officers/ personnel of the listed entity who are members of its core

management team excluding board of directors and normally this shall comprise all members of management one

level below the executive directors, including all functional heads.

OBJECTIVE

The succession planning is an essential component to the survival and growth of any business. Succession planning

is a tool for an organization to ensure its continued effective performance though leadership continuity. The objective

of this policy to ensure the orderly identification and selection of new directors or senior management in the event of

any vacancy, whether such vacancy exists by reason of an anticipated retirement, an unanticipated departure, the

expansion of the size of the Company or otherwise.

INTERPRETATION

The words and expressions used and not defined in this policy but defined in the Companies Act, 2013 or rules made

there under or the Securities and Exchange Board of India Act, 1992 or regulation made there under or Depositories

Act, 1996 shall have the same meanings respectively assigned to them in those acts, rules and regulations.

APPLICABILITY

This policy shall be applicable on the following:

a. Whole Time Directors and the Board.

b. Senior Management including Key Managerial Personnel (KMPs).

c. Any other position in the Company at the discretion of the Managing Director in consultation with the Board.

POLICY

a. Succession Plan for the Board

The Nomination & Remuneration Committee (NRC) shall identify the suitable person from among the existing top

management or from the outside to fill up the vacancy at the Board Level. The NRC shall apply a due diligence

process to determine suitability of the person who is being considered for appointment or reappointment as Director

of the Company based on his/her education qualification, experience and track record. The Board framed a

Nomination & Remuneration Policy in relation to appointment/ reappointment of Directors & Senior Management

in accordance with the provision of Companies Act, 2013 and Listing Regulations. Hence, the appointment/

reappointment of Directors shall be governed by the provisions of Nomination & Remuneration Policy of the

Company.

b. Succession Plan for the Senior Management

i. The NRC shall periodically review and consider the list of Senior Management personnel due for retirement

within the year. The NRC shall also consider the new vacancies that may arise because of expansion of business

and up-gradation of department(s).

ii. For the above purpose, the NRC shall consider all relevant criteria like experience, qualification, age and

leadership quality and recommend the appointment of incumbent to the Management.

iii. The NRC may consider appointing other suitable external candidates at senior management level based on job

roles and competency, in order to provide a continuous flow of talented people to meet the organizational

needs.

iv. Where it is decided to appoint an external candidate, timely and planned steps shall be taken for selection of a

suitable candidate so that the appointment is made well before the retirement/ relieving of the concerned officer

to ensure the smooth transition.

v. HR Head shall from time to time identify high potential employees who merit faster career progression to the

position of higher responsibility and formulate, administer, monitor and review the process of skill

development and identify the training requirements.

vi. In case of any unexpected occurrence in respect of any member in the core management team, the next person

as per the organization chart of the Company shall take interim charge of the position, pending a regular

appointment in terms of the succession plan.

vii. The appointment of Key Managerial Personnel such as Chief Financial Officer (CFO), Company Secretary

(CS) and other Compliance Professionals like Internal Auditor (if employee) shall be made in the accordance

with the provisions of the Companies Act, 2013 read with the Listing Regulations.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to withdraw

and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and the

decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act, 2013,

rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory Provisions shall

prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025

Policy on Prevention of Sexual Harassment at Workplace

Policy on Prevention of Sexual Harassment at Workplace

BACKGROUND

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013, Recode Studios Limited (“the company”) is committed to provide and promote work

environment that is conducive to the professional growth of its employees and encourages equality of opportunity with

dignity and respect. We will not tolerate any form of sexual harassment and is committed to take all necessary steps to

ensure that our women employees are not subjected to any form of harassment.

DEFINITION

a. “Employee” Employee means a person employed at the workplace for any work on regular, temporary, ad

hoc, or daily wage basis, either directly, or through an agent, including a contractor, whether for remuneration

or not, or working on a voluntary basis or otherwise, whether the terms of employment are express or implied,

and includes a co-worker, contract worker, probationer, trainee, intern or called by any other such name. It

also includes any visitor who visits Company premises; or any person who is a temporary resident of any of

the accommodations or premises allotted by Company.

b. “Employer” means any person responsible for the management, supervision, and control of the workplace

c. “Management” includes a person, or board of directors, or a committee, responsible for formulation and

administration of policies of the Organization.

d. “ Internal Complaints Committee (ICC)” means an Internal Complaint Committee constituted under

Section 4.

e. “Sexual Harassment” maybe one or a series of incidents involving unsolicited and unwelcome sexual

advances, requests for sexual favours, or any other verbal or physical conduct of sexual nature.

SCOPE

Sexual Harassment at the workplace includes:

a. Unwelcome sexual advances (verbal, written or physical);

b. Demand or request for sexual favours;

c. Showing and/or sharing pornography or other offensive or derogatory pictures, cartoons, pamphlets or

sayings,

d. Verbal abuse or 'joking' that is sex-oriented, any conduct that has the purpose or the effect of interfering

with an individual's work performance or creating an intimidating, hostile or offensive work environment

and/or submission to such conduct is either an explicit or implicit term or condition of employment and/

or submission or rejection of the conduct is used as a basis for making employment decisions;

e. Eve-teasing, gender-based insults or sexist remarks;

f. Unwelcome sexual overtone in any manner such as over telephone (obnoxious telephone calls), text

message, e-mails or on social media;

g. Intentionally touching or brushing against the body, forcible physical touch or molestation;

h. Physical to confinement against one’s will and any other act likely to violate one’s privacy; or

i. Any action (either individually or coupled with any of the above) which may include, but not limited to

may also amount to sexual harassment:

i. Implied or explicit promise of preferential treatment in employment; or

ii. Implied or explicit threat of detrimental treatment in employment; or

iii. Implied or explicit threat about the present or future employment status; or

iv. Conduct which interferes with work or creates an intimidating or offensive or hostile work

environment; or

v. Humiliating conduct likely to affect health or safety.

RESPONSIBILITIES REGARDING SEXUAL HARASSMENT

All employees have a personal responsibility to ensure that their behavior is not contrary to this policy. All employees

are encouraged to reinforce the maintenance of a work environment free from sexual harassment.

COMPLAINT MECHANISM

An appropriate complaint mechanism in the form of ICC has been created in the Company for time-bound redressal of

the complaint made by the victim.

FORMATION OF INTERNAL COMPLAINT COMMITTEE

a. A Presiding Officer who shall be an employee employed at a senior level at workplace from amongst the

employees.

b. Not less than two Members from amongst employees preferably committed to the cause of women or who

have had experience in social work or have legal knowledge;

c. One member from amongst non-governmental organizations or associations committed to the cause of women

or a person familiar with the issues relating to sexual harassment.

The Presiding Officer and every Member of the ICC shall hold office for 3 years.

For conducting the inquiry, a minimum of three Members of the ICC including the Presiding Officer or the Chairperson

should be present.

**PROCEDURES FOR RESOLUTION, SETTLEMENT OR PROSECUTION OF ACTS OF SEXUAL

HARASSMENT**

The Company is committed to provide a supportive environment to resolve concerns of sexual harassment as under:

a. Informal Resolution Options

When an incident of sexual harassment occurs, the victim of such conduct can communicate their disapproval and

objections immediately to the harasser and request the harasser to behave decently. If the harassment does not stop

or if victim is not comfortable with addressing the harasser directly, the victim can bring their concern to the

attention of the ICC for redressal of their grievances. ICC will provide advice or extend support as requested and

will undertake prompt investigation to resolve the matter.

b. Complaints

i. An employee with a harassment concern, who is not comfortable with the informal resolution options or has

exhausted such options, may make a formal complaint to the Chairperson or any member of the ICC constituted

by the Management. The complaint should be made by an aggrieved employee within a period of three months

from the date of occurrence of incident and in case of a series of incidents, within a period of three months

from the date of last incident. Alternately, the employee can send complaint through an email. The employee

is required to disclose their name, department, division and location they are working in, to enable the

Committee to contact them and take the matter forward.

ii. Where the aggrieved employee is unable to make a complaint on account of physical or mental incapacity or

death or otherwise, legal heir or such other person as may be prescribed may make a complaint.

iii. ICC shall commence an inquiry within 7 working days from the date of receipt of the complaint and will meet

the complainant within 3 (three) working days from commencement of inquiry.

iv. Chairperson of the ICC will proceed to determine whether the allegations (assuming them to be true only for

the purpose of this determination) made in the complaint fall under the purview of Sexual Harassment,

preferably within 30 days from receipt of the complaint.

v. In the event, the allegation does not fall under the purview of Sexual Harassment or the allegation does not

constitute an offence of Sexual Harassment, ICC will record this finding with reasons and communicate the

same to the complainant.

vi. If the ICC determines that the allegations constitute an act of sexual harassment, they will proceed to

investigate.

vii. Where such conduct, on the part of the accused, amounts to a specific offence under the law, the Company

shall initiate appropriate action in accordance with law by making a complaint with the appropriate authority.

viii. The ICC shall conduct such investigations in a timely manner and shall submit a written report containing the

findings and recommendations, if any, to the Managing Director/ Executive Director as soon as practically

possible and in any case, not later than 90 days from the date of receipt of the complaint. Managing Director /

Executive Director will ensure corrective action/ disciplinary action on the recommendations of the ICC and

keep the complainant informed of the same.

CORRECTIVE ACTION/ DISCIPLINARY ACTION

The corrective action/ disciplinary action may include any of the following:

a. Formal apology

b. Counseling

c. Written warning to the perpetrator and a copy of it maintained in the employee's file.

d. Change of work assignment/ transfer for either the perpetrator or the victim.

e. Withholding or stoppage of Increment/ Promotions.

f. Negative impact on performance appraisal.

g. Fine

h. Compensation to the victim through deduction from the salary of the person found guilty.

i. Termination of services of the employee found guilty of the offence without notice or any compensation in lieu

of notice.

In case the complaint is found to be false, the Complainant shall, if deemed fit, be liable for appropriate disciplinary

action by the Management.

a. Conciliation

i. The ICC may, at the request of the aggrieved woman take steps to settle the matter between her and the

respondent through conciliation: Provided that no monetary settlement shall be made as a basis of

conciliation.

ii. Where a settlement has been arrived at as in (a) above, the ICC, shall record the settlement so arrived and

forward the same to the employer to take action as specified in the recommendation.

iii. The ICC shall provide the copies of the settlement as recorded as in (b) above to the aggrieved woman and

the respondent.

iv. Where a settlement is arrived at (a) above, no further inquiry shall be conducted by the ICC.

b. Compensation

Where the ICC, arrives at the conclusion that the allegation against the respondent has been proved, it shall recommend

to the employer to deduct, notwithstanding anything in the service rules applicable to the respondent, from the salary

or wages of the respondent such sum as it may consider appropriate to be paid to the aggrieved woman or to her legal

heir.

For the purpose of determining the sums to be paid to the aggrieved woman, the ICC, shall have regard to:

i. The mental trauma, pain, suffering, and emotional distress caused to the aggrieved woman.

ii. The loss in the career opportunity due to the incident of sexual harassment.

iii. Medical expenses incurred by the victim for physical or psychiatric treatment.

iv. The income and financial status of the respondent.

v. Feasibility of such payment in lump sum or in installments.

In case the employer is unable to make such deduction from the salary of the respondent due to his being absent from

duty or cessation of employment it may direct to the respondent to pay such sum to the aggrieved woman:

Further, in case the respondent fails to pay the sum referred to above, the ICC may forward the order for recovery of

the sum as an arrear of land revenue to the concerned District Officer.

The employer or the District Officer shall act upon the recommendation within sixty days of its receipt by him.

c. Appeal

Any person aggrieved from the recommendations made by the ICC, may prefer an appeal to the court or tribunal

in accordance with the provisions of the service rules applicable to the said person. The appeal shall be preferred

within a period of ninety days of the recommendations.

CONFIDENTIALITY

To protect the interests of the victim, the accused person and others who may report incidents of sexual harassment,

confidentiality will be maintained throughout the investigatory process to the extent practicable and appropriate under

the circumstances.

ACCESS TO REPORTS AND DOCUMENTS

All records of complaints, including contents of meetings, results of investigations and other relevant material will be

kept confidential except where disclosure is required under relevant law.

PROTECTION TO COMPLAINANT/ VICTIM/ WITNESSES

The Company is committed to ensuring that no employee who brings forward a harassment concern is subject to any

form of reprisal. Any reprisal will be subject to disciplinary action.

The Company will ensure that the victim or witnesses are not victimized or discriminated against while dealing with

complaints of sexual harassment.

However, anyone who abuses the procedure (for example, by maliciously putting an allegation knowing it to be untrue)

will be subject to disciplinary action.

PENALTY AND PUNISHMENT

a. Punishment for false or malicious complaint and false evidence:

i. Where the ICC, arrives at a conclusion that the allegation against the respondent is malicious or the aggrieved

woman or any other person making the complaint has made the complaint knowing it to be false or the

aggrieved woman or any other person making the complaint has produced any forged or misleading document,

it may recommend to the employer, to take action against the woman or the person who has made the complaint

in accordance with the provisions of the service rules applicable to her or him.

ii. Where the ICC, arrives at a conclusion that during the inquiry any witness has given false evidence or produced

any forged or misleading document, it may recommend to the employer of the witness, to take action in

accordance with the provisions of the service rules applicable to the said witness.

b. Penalty for publication or making known contents of complaint and inquiry proceedings:

i. The contents of the complaint, the identity and addresses of the aggrieved woman, respondent and witnesses,

any information relating to conciliation and inquiry proceedings, recommendations of the ICC, and the action

taken by the employer shall not be published, communicated or made known to the public, press and media in

any manner, provided that information may be disseminated regarding the justice secured to any victim of

sexual harassment without disclosing the name, address, identity or any other particulars calculated to lead to

the identification of the aggrieved woman and witnesses.

ii. Where any person entrusted with the duty to handle or deal with the complaint, inquiry or any recommendations

or action to be taken in that regard, contravenes the provisions of B(i) above, he/she shall be liable for penalty

in accordance with the provisions of the service rules applicable to the said person.

c. Penalty for non-compliance with provisions of Act, where the employer fails to:

i. Constitute an ICC;

ii. Take action pertaining to enquiry, punishment for false or malicious complaint and false evidence or inclusion

of information in annual report (or where no such report is required to be prepared, intimate such number of

cases, if any, to the District Officer).

iii. Contravenes or attempts to contravene or abets contravention of other provisions of the Act or any rules made

thereunder, he shall be punishable with fine or other punishment as per the provisions of the Act/ Rules.

DUTIES OF EMPLOYER

Employer shall:

i. Provide a safe working environment at the workplace which shall include safety from the persons coming into

contact at the workplace.

ii. Display at any conspicuous place in the workplace, the penal consequences of sexual harassments; and the

order constituting, the ICC.

iii. Organize workshops and awareness programmes at regular intervals for sensitizing the employees with the

provisions of the Act and orientation programmes for the members of the ICC.

iv. Conduct capacity building and skill building programmes for the Members of ICC.

v. Declare the names and contact details of all the Members of the ICC.

vi. Provide necessary facilities to the ICC for dealing with the complaint and conducting an inquiry.

vii. Assist in securing the attendance of respondent and witnesses before the ICC.

viii. Make available such information to the ICC as it may require having regard to the complaint.

ix. Provide assistance to the woman if she so chooses to file a complaint in relation to the offence under the Indian

Penal Code (45 of 1860) or any other law for the time being in force.

x. Cause to initiate action, under the Indian Penal Code (45 of 1860) or any other law for the time being in force,

against the perpetrator, or if the aggrieved woman so desires, where the perpetrator is not an employee, in the

workplace at which the incident of sexual harassment took place.

xi. Treat sexual harassment as a misconduct under the service rules and initiate action for such misconduct.

xii. Monitor the timely submission of reports by the ICC.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to withdraw

and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time, and

the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act, 2013,

rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory Provisions shall

prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_

Terms and Conditions of Appointment of Independent Directors

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

BACKGROUND

The terms and conditions of appointment of the Independent Directors are subject to the extant provisions of

the:

a. applicable laws, including the Companies Act, 2013 (“Act”) and the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) ,

and

b. Articles of Association of the Company.

The broad terms and conditions of their appointments as Independent Directors (“ID’s”) of the Company are

set forth hereunder:

APPOINTMENT:

a. The appointment will be for the period mentioned against the irrespective names (“Term”). The

Company may remove Independent Directors prior to completion of the Term subject to compliance of

relevant provisions of the Companies Act 2013 and Articles of Association of the Company.

b. In compliance with provision Section 149(13) of the Act, Independent Directors are not liable to retire

by rotation.

c. Re-appointment at the end of the Term shall be based on the recommendation of the Nomination and

Remuneration Committee and subject to the approval of the Board and the shareholders. The re-

appointment would be considered by the Board based on the outcome of the performance evaluation

process and the directors continuing to meet the independence criteria.

d. The directors may be requested to be a member/ Chairman of any one or more Committees of the Board

which may be constituted from time to time.

e. The appointment may be terminated in accordance with the provisions of the Articles of Association of

the Company or on failure to meet the parameters of independence as defined in Section 149(6) or

Listing Regulations or on the occurrence of any event as defined in section 167 of the Companies Act,

1. Upon termination or upon resignation for any reason, duly intimated to the Company,

Independent Directors will not be entitled to any compensation for loss of office.

TRAINING OF THE BOARD

Every new Independent Director of the Board will attend an orientation program. Presentations will be made

by senior managerial personnel to the newly appointed Independent Director. The presentations will inter alia

cover an overview of the strategy and operations to familiarize the new inductees about the vision, ideology,

strategy, operations and functions of Company.

ROLE, DUTIES AND RESPONSIBILITIES

Your role and duties will be those normally required of a Non-Executive Independent Director under the Act

and the Listing Agreement. There are certain duties prescribed for all Directors, both executive and Non-

Executive, which are fiduciary in nature and the same are specified under Section 166 of the Act.

In addition to the above requirements, you are also required to discharge the duties, roles and functions as

applicable to Independent Directors as stated under Schedule IV to the Act, as in force and as may be amended

from time to time. While performing such duties, roles and functions, you will be required to abide by the

‘Guidelines of Professional Conduct as stated under the said Schedule.

DIRECTORS’ FEES/ REMUNERATION

A sitting fee will be paid to the Independent Director for attending each meeting of the Board as well as the

Committee meetings, as may be decided by the Board from time to time in accordance with the limits prescribed

under the Act and rules made thereunder.

In addition to the sitting fees, the Company may pay / reimburse to any Director such fair and actual reasonable

expenditure, as may have been incurred by the Director while performing his / her role as a Director of the

Company.

DISCLOSURES, OTHER DIRECTORSHIPS AND BUSINESS INTERESTS

During the Term, you agree to promptly notify the Company of any change in your Directorships and provide such

other disclosures and information as may be required under the applicable laws. You also agree that upon becoming

aware of any potential conflict of interest with your position as Independent Director of the Company, you shall

promptly disclose the same to the Company. Please confirm that as on date of this letter, you have no such conflict

of interest issues with your existing Directorships, if any.

During your Term, you agree to promptly provide a declaration under Section 149(7) of the Act, upon any change

in circumstances which may affect your status as an Independent Director.

PERFORMANCE APPRAISAL/ EVALUATION PROCESS

As a member of the Board, your performance shall be evaluated annually

Evaluation shall be done by all the other Directors. The criteria for evaluation shall be determined by the

Nomination & Remuneration Committee and disclosed in the Company’s Annual Report.

However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve

the effectiveness of the Board/Committee.

CODE OF CONDUCT/ EXCLUDED ACTIONS

You will follow the Code of Conduct of the Company and furnish annual affirmation of the same.

You will apply the highest standards of confidentiality and not disclose to any person or company (whether during

the course of the tenure as Independent Director or at any time after its cessation) any confidential information

concerning the Company including any subsidiary or associate thereof with which you come into contact by virtue

of your position as a Director, except as permitted by law or with prior clearance from the Chairman of the Board.

We would also like to draw your attention to the applicability of Securities & Exchange Board of India (Prohibition

of Insider Trading) Regulation, 1992, which inter-alia prohibits disclosure or use of unpublished price sensitive

information. You should not make any statement(s) that might risk a breach of the requirements specified under

the said statute unless the same is required under any law or the same is required for the purpose of compliance of

any direction, order, etc. issued/given by any judicial authority. Additionally, you shall not participate in any

business activity which might impede the application of your independent judgment in the best interest of the

Company.

CHANGES OF PERSONAL DETAILS

During the term, the Independent Director shall promptly intimate the Company Secretary and the Registrar of

Companies in the prescribed manner, of any change in address or other contact and personal details provided to the

Company.

TERMINATION

Your Directorship on the Board of the Company shall terminate or cease in accordance with law. Apart from

the grounds of termination as specified in the Act, your Directorship may be terminated for violation of any

provision of the Code of Conduct of the Company.

You may resign from the Directorship of the Company by giving a notice in writing to the Company stating

the reasons for resignation. The resignation shall take effect from the date on which the notice is received by

the Company or the date, if any, specified by you in the notice, whichever is later.

If, at any stage during the Term, there is a change that may affect your status as an Independent Director as

envisaged in Section 149(6) of the Act, or if applicable, you fail to meet the criteria for “independence” under

the provisions of Regulation 16(b) of Listing Regulation you agree to promptly submit your resignation to the

Company with effect from the date of such change.

COOPERATION

In the event of any claim or litigation against the Company, based upon any alleged conduct, act or omission

on your part during your Term, you agree to render all reasonable assistance and cooperation to the Company

and provide such information and documents as are necessary and reasonably requested by the Company or

its counsel.

DISSEMINATION

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025

Vigil Mechanism & Whistle Blower Policy

VIGIL MECHANISM & WHISTLE BLOWER POLICY

PREFACE

As per Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure

Requirements), Regulations, 2015 (“Listing Regulations”) , the Company is required to establish a vigil mechanism

for Directors and employees to report concerns about unethical, actual or suspected fraud in violation of the

Company’s code of conduct or ethical policy.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting

highest standards of professionalism, Corporate Governance, honesty, integrity and ethical behavior.

Accordingly, this Whistle Blower Policy (“the policy”) has been formulated with a view to provide an effective

mechanism in the Company for all employees and Directors of the Company.

The policy neither releases directors / employees from their duty of confidentiality in the course of their work, nor is

it a route for taking up a grievance about a personal situation.

POLICY

The Policy is for the directors and employees as defined hereinafter.

The Policy has been drawn up so that the directors and employees can be confident about raising a concern in the

organization.

DEFINITIONS

“Audit Committee” means the Committee constituted by the Board of Directors of the Company in accordance with

Section 177 of the Companies Act, 2013 read with Regulations 18 of Listing Regulations.

“Disciplinary Action” means any action that can be taken during and/or after the completion of investigation

proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such

action as is deemed to be fit considering the gravity of the matter.

“Employee” means every employee of the Company and Subsidiaries (Direct or Indirect) whether working in India

or abroad including Directors whether or not in employment of the Company.

“Protected Disclosure” means a concern raised by an employee or group of employees through written

communication/ email made in good faith which discloses or demonstrates information that may evidence unethical

or improper activity. The disclosure should have the name and other details of the person making the disclosure.

“Subject” means a person against or in relation to whom a Protected Disclosure is made or evidence gathered during

the course of an investigation.

“Whistle Blower” is a director or employee who makes a Protected Disclosure under this Policy.

“Ethics Counsellor” means an officer or Committee of the persons who is nominated/ appointed to conduct detailed

investigation.

“Investigators” means a person or persons authorized, appointed, consulted or approached by the Chairman of the

Audit Committee/ Ethics Counsellor and includes the auditors of the Company and / or an outside agency appointed

for the purpose of investigation.

SCOPE OF THE POLICY

The Policy covers all malpractices and events which have taken place / expected to take place involving:

a. Abuse of authority

b. Breach of contract

c. Negligence causing substantial and specific danger to public health and safety

d. Manipulation of Company’s data / records

e. Financial irregularities, including any suspected fraud, which includes, in accordance with the explanation to

Section 447 of Companies Act, 2013, any act, omission, concealment of fact, abuse of position, with or

without the involvement of any other person, with an intention to achieve any unjust advantage or to harm the

interests of the Company or its shareholders/ creditors/ other persons, immaterial of the fact whether or not

there is any wrongful gain to the person committing or suspected to have committed the alleged fraud;

f. Criminal offence

g. Pilferation of confidential / propriety information

h. Deliberate violation of law/regulation

i. Wastage/misappropriation of Company’s funds/assets

j. Breach of employee Code of Conduct or Rules

k. Any other unethical, biased, imprudent event

l. Instances of leak of unpublished price sensitive information

This Policy should not be used in place of the Company’s grievance procedures or be a route for raising malicious or

unfounded allegations against colleagues.

THE GUIDING PRINCIPLES

To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company

will:

• Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing

so;

• Treat victimization as a serious matter including initiating disciplinary action on such person/(s);
• Ensure complete confidentiality.
• Not attempt to conceal evidence of the Protected Disclosure;
• Take disciplinary action, if anyone destroys or conceals evidence of the Protected Disclosure made/to be made;
• Provide an opportunity of being heard to the persons involved especially to the Subject;

DISQUALIFICATIONS

While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair

treatment as herein set out, any abuse of this protection will warrant disciplinary action.

Protection under this Policy would not mean protection from disciplinary action arising out of false or counterfeit

allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide,

frivolous or malicious, shall be liable to be prosecuted under the Company’s Code of Conduct.

MANNER IN WHICH CONCERN CAN BE RAISED

All Protected Disclosures concerning financial/ accounting matters should be addressed to the Chairman of the Audit

Committee of the Company for investigation.

In respect of all other Protected Disclosures, employees at the levels of Vice Presidents and above should address to

the Chairman of the Audit Committee of the Company and in case of other employees, should address to any of the

Ethics Counsellor of the Company.

(i) The contact details of the Chairman of the Audit Committee are as under:

Naveen Gupta

Chairman-Audit Committee

Recode Studios Limited

R-89, Phase V Focal Point, Ludhiana, Punjab-

Contact Number: 9818680138

(ii) The contact details of Ethics Counsellor:

Mukta Ahuja

Company Secretary & Compliance Officer

Recode Studios Limited

R-89, Phase V Focal Point, Ludhiana, Punjab-

Contact Number: 9711240807

Email Id: cs@recodestudios.com

If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee or

the Ethics Counsellor, the same should be forwarded to the Company’s Ethics Counsellor or the Chairman of the

Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistle

Blower confidential.

Protected Disclosures should be reported in writing so as to ensure a clear understanding of the issues raised and

should either be typed or written in a legible handwriting in English or Hindi.

The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle

Blower. The Chairman of the Audit Committee / Ethics Counsellor, as the case may be shall detach the covering

letter and forward only the Protected Disclosure to the Investigators for investigation.

Protected Disclosures should be factual not speculative and should contain as much specific information as possible

to allow for proper assessment of the nature and extent of the concern.

For the purpose of providing protection to the Whistle Blower, the Whistle Blower should disclose his/her identity in

the covering letter forwarding such Protected Disclosure.

PROCESS OF INVESTIGATION

a. The Chairman of the Audit Committee/ Ethics Counsellor may on his discretion, consider involving any

Investigators for the purpose of investigation.

b. (i) The investigator appointed under this policy, investigate / oversee the protected disclosures under the

authorization of the Audit Committee / Ethics Counsellor. All protected disclosures will be thoroughly

investigated and necessary proceedings and evidence be recorded.

(ii) Investigations will be carried out on the basis of the information and evidences provided by the Whistle

Blower in an unbiased and professional manner observing the principle of natural justice and legal standards.

c. The identity of a Subject and the Whistle Blower will be kept confidential to the extent possible given the

legitimate needs of law and the investigation.

d. Subjects will normally be informed of the allegations at the outset of a formal investigation and have

opportunities for providing their inputs during the investigation.

e. Subjects shall have a duty to co-operate with the Ethics Counsellor / Chairman of the Audit Committee or any of

the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination

protections available under the applicable laws.

f. Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed

or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

g. Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material

findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be

considered as maintainable unless there is good evidence in support of the allegation.

h. In case of involvement of any member of the Audit Committee or Ethics Counsellor in all these violations, such

person shall not form part of the investigation proceedings.

i. Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the

Subject should be consulted as to whether public disclosure of the investigation results would be in the best

interest of the Subject and the Company.

j. The investigation shall be completed normally within 60 days of the reporting of the Protected Disclosure and a

detailed report shall be submitted to the Ethics Counsellor or the Chairman of the Audit Committee as the case

may be. The time period may be extended by the written prior approval of the Chairman of the Audit Committee

or the Ethics Counsellor as the case may be.

k. On submission of report, the Ethics Counsellor or the Chairman of the Audit Committee as the case may be,

shall:

i. In case the Protected Disclosure is proved, accept the findings of the Investigator and take such

Disciplinary or other Action as he may deem fit and take preventive measures to avoid re- occurrence of

the matter;

ii. In case the Protected Disclosure is not proved, extinguish the matter or take appropriate measures to

protect the interest of the Company;

PROTECTION

a. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected

Disclosure under this Policy. When the Company condemns any kind of discrimination, harassment,

victimization or any other unfair employment practice being adopted against Whistle Blower, complete

protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or

intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion,

discrimination, any type of harassment, biased behavior or the like including any direct or indirect use of

authority to obstruct the Whistle Blower’s right to continue to perform his duties/functions including making

further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower

may experience as a result of making the Protected Disclosure. Thus, if the Whistle Blower is required to give

evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive

advice about the procedure, etc.

b. The identity of the Whistle Blower shall be kept confidential.

c. Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the

same extent as the Whistle Blower.

d. No action will be taken against the Whistle - Blower who makes an allegation in good faith, reasonably

believing it to be true, even if the allegation is not subsequently confirmed in the investigation proceedings

conducted by the Audit Committee or the Nominated Director, as the case may be.

SECRECY/ CONFIDENTIALITY

The Whistle Blower, the Subject, Investigator, The Ethics Counsellor, the Chairman of the Audit Committee and

everyone involved in the process shall:

a. maintain complete confidentiality/ secrecy of the matter.

b. not discuss the matter in any informal/social gatherings/ meetings.

c. discuss only to the extent or with the persons required for the purpose of completing the process and

investigations.

d. not keep the papers unattended anywhere at any time.

e. keep the electronic mails/ files under password.

If anyone is found not complying with the above, he/ she shall be held liable for such disciplinary action as is

considered fit.

REPORTING

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the

Audit Committee and the Board.

AMENDMENT

Any change in the Policy shall be approved by the Board of the Company. The Board shall have the right to

withdraw and/ or amend any part of this Policy or the entire Policy, at any time, as it deems fit, or from time to time,

and the decision of the Board in this respect shall be final and binding.

In case any provisions of the Policy are contrary to or inconsistent with the provisions of the Companies Act, 2013,

rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of Statutory Provisions shall

prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the Company i.e. http://www.recodestudios.com

*****

_Effective Date: 23rd September, 2025

Date of Approval by Board of Directors: 23rd September, 2025_