Aptus Pharma Ltd Directors Report

OUR MANAGEMENT

Our Board of Directors

In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 and not more than 15. As on date of this Draft Red Herring Prospectus, we have Six (06) Directors on our Board, which includes One (01) Managing Director, Three (03)

Non-Executive Director, and Two (02) Independent Directors.

Set forth below, are details regarding our Board as on the date of this Draft Red Herring Prospectus:

Name, DIN, Date of Birth, Designation, Address, Occupation, Term and Nationality	Age (years)	Other Directorships
Tejash Maheshchandra Hathi	44
DIN: 03151221
Date of Birth: June 22, 1980
Designation: Managing Director
Address: B-2 1202 Shilpan Nova Gangotri Park Main Road
		Nil
Near B T Savani Kidney Hospital Rajkot, Gujarat - 360005.
Occupation: Business
Term: For a period of five (5) years with effect from May 19,
2025
Period of Directorship: Director since August 12, 2010
Nationality: Indian
Chetan Shantilal Lalseta*	48
DIN: 02547012		1) Shree Giriraj Healthcare
Date of Birth: December 27, 1976		Private Limited
Designation: Non-Executive Director		2) Vasantkunj Flat Owners
Address: D-801, Vasant Kunj, Near Pradhyuman Villa, Opp		Association
Neel Da Dhaba Pushkar Dhaam Main Road, Kalawad Road,		3) Shree Giriraj Lifecare Private
Rajkot 360005.		Limited
Occupation: Business
Term: Liable to retire by rotation		LLP:
Period of Directorship: Director Since January 17, 2024		1. SHMS Consultancy LLP
Nationality: Indian
Jyotiben Hasmukhbhai Chandarana	66
DIN: 10607059
Date of Birth: August 26, 1958
Designation: Non-Executive Director
Address: Block No. 8/A, 1 - Shantivan Society, Near Panchayat		Nil
Chowk, University Road, Rajkot, Gujarat 360005.
Occupation: Business
Term: Liable to retire by rotation
Period of Directorship: Director Since May 20, 2024
Nationality: Indian
Riddhish Natwarlal Tanna*	50
DIN: 03231612		1. Shree Giriraj Lifecare
Date of Birth: June 30, 1974		Private Limited
Designation: Non-Executive Director		2. Shree Giriraj Healthcare
Address: Ashish, Setubandh Society, Behind Mahila Collage,		Private Limited
Kalavad Road, Rajkot, Gujarat - 360005
Occupation: Business
Term: Liable to retire by rotation		LLP
Period of Directorship: Director Since January 17, 2024		1. SHMS Consultancy LLP
Nationality: Indian
Vikas Rambhai Jobanputra	56	Nil
DIN: 10921323
Date of Birth: May 18, 1969
Designation: Independent Director
Address: 22, Bajrang Society, Opp. Aristovilla, Karamsad Road,
Vallabh Vidhyanagar, Anand, Gujarat-388120.
Occupation: Self Employed

 

Name, DIN, Date of Birth, Designation, Address, Occupation, Term and Nationality	Age (years)	Other Directorships
Term: For a period of five (05) years with effect from February 6, 2025.
Period of Directorship: Independent Director since February 6, 2025
Nationality: Indian
Sejal Harit Palan	42	Nil
DIN: 10893463
Date of Birth: January 18, 1983
Designation: Independent Director
Address: Tirth 5- Tapovan Society, B/H Jain Derasar Amin
Marg, Rajkot, Gujarat-360004
Occupation: Self Employed
Term: For a period of five (05) years with effect from February 6, 2025.
Period of Directorship: Independent Director since February 6, 2025
Nationality: Indian

* Riddhish Tanna was director in Aptus Life Science Private Limited and Kompass Business Solutions Private Limited, the said companies are Strike off with effect from September 28, 2024 and October 04, 2016 respectively.

* Chetan Shantilal Lalseta was director in Mirror Cosmetics & Slimming Private Limited the said company is Strike off.

Brief Biographies of our Directors

Mr. Tejash Maheshchandra Hathi, aged 44 years, is the Managing Director and one of the Promoters of our Company. He holds an MBA degree in Marketing and Management Accounting in 2003 from Saurashtra University and is currently pursuing a Ph.D. in Management from Rai University, Ahmedabad. In addition to his role in the Company, he is a member of the Executive Committee (Core Committee) of the Indian Drug Manufacturers Association (Gujarat Chapter), Vice President of the Drug Marketing and Manufacturing Association and a Member of Board of Research constituted by the Saurashtra University. He has over 20 years of experience in the pharmaceutical industry. He has been associated with the Company since its inception in 2010 as a Director and was designated as Managing Director with effect from January 17, 2024, for a term of five years. He oversees the day-to-day operations of the Company.

Mr. Chetan Shantilal Lalseta, aged 48 years, is the Non-Executive Director and one of the Promoters of the Company and also a Consultant Dermatologist, Venereologist, and Cosmetologist with over 20 years of experience by profession. He completed his M.B.B.S. in 2001 and M.D. (Skin & V.D.) in 2003 from Saurashtra University. He practices at Shraddha Hospital, Rajkot, and is a panel consultant at Wockhardt Hospital and Sterling Hospital. He also serves as a visiting faculty member at multispecialty hospitals in Rajkot, including Shree Giriraj Hospital and Synergy Hospital. Additionally, he has been an honorary lecturer at Rajkot Homoeopathic Medical College. He has a Life Membership of Indian Medical Association, Membership of Indian Association of Dermatologist, Venereologists and Leprologist (IADVL) and Membership of Consortium of Accredited Healthcare Organisations (CAHO). He has been involved in organizing medical conferences and has contributed as a Director at Shraddha Hospital Management Solutions and Shree Giriraj Hospital. In addition to his role in the Company as a Non-Executive Director, Mr. Lalseta also holds the directorship in Shree Giriraj Healthcare Private Limited and Shree Giriraj Lifecare Private Limited and is also the Designated Partner of SHMS Consultancy LLP providing NABH consultation for various Hospitals.

Mrs. Jyotiben Chandarana, aged 66 years, is associated with the Company as a Non-Executive Director since May 2024. She has completed her Secondary School in the year 1977. She possesses 2 years of experience in handling admin department in Trishul Transport Private Limited and possess 3 years of experience of accounts department in Prashant Transport & Warehousing Private Limited from transport and logistics industry. She is actively involved in various social and religious activities, contributing to community welfare and cultural initiatives.

Mr. Riddhish Natwarlal Tanna, aged 50 years, is the Non-Executive Director and one of the Promoters of the Company and also a homeopathic practitioner and healthcare management professional with experience in academic and administrative roles. He holds a Diploma in Homeopathic Medicine & Surgery (D.H.M.S.) from the Homeopathic Council of Homeopathic System of Medicine, Gujarat, an M.D. in Homeopathy from Sardar Patel University, and an MBA in Hospital Management from Sarvepalli Radhakrishnan University, Bhopal. He has also completed certifications in healthcare quality implementation from the National Board of Quality Promotion and the Health Sector Skill Council of India. Dr. Tanna do his own Practice under the name of his sole proprietorship of "Sadguru Clinic" since 1997 and possessed more than 2 decades of experience in Homoeopathic

System of Medicine Practice. He has been associated with homeopathic education, having served as an Assistant Professor at Rajkot Homeopathic Medical College and a Professor at L.R. Shah Homeopathic Medical College. Additionally, he has served as Chairman and Examiner for multiple universities and the Homeopathic Medical Council of Gujarat State. He holds the role of Whole-Time Director of Shree Giriraj Lifecare Private Limited, Director of Shree Giriraj Healthcare Private Limited, and Designated Partner of SHMS Consultancy LLP.

Vikas Rambhai Jobanputra, aged 56 years, is the Independent Director of our Company. He holds a Diploma in Fabrication Technology from the Technical Examinations Board, Gujarat. He has over three decades of extensive experience in managing operations and business development within the machinery manufacturing sector. His expertise spans project and equipment sales, techno-commercial marketing, and the development of new markets to drive business excellence. He was associated with IDMC Limited from July 1992 to September 2011 in various capacities, where he contributed significantly to operational and strategic initiatives. Subsequently, he served as Deputy General Manager Sales and Marketing at Inoxpa India Private Limited from October 2011 to October 2015. Since December 2015, he has been associated with GMM Pfaudler Limited as a Senior General Manager, where he continues to play a key role in business strategy and market expansion. His vast industry knowledge and leadership experience are valuable assets that are expected to contribute meaningfully to the growth and governance of our Company.

Sejal Harit Palan, aged 42 years, is an Independent Director of our Company. She has been an Associate Member of the Institute of Company Secretaries of India (ICSI) since 2012 and has been in practice since September 2014 under her proprietorship firm Sejal Palan & Co., Practising Company Secretaries. She holds a Bachelor of Commerce degree from Bhawanipur Educational Society College, Kolkata; a Post Graduate Diploma in Business Management from Symbiosis Centre for Distance Learning, Pune; a Bachelor of Laws (LL.B.) from K.A. Pandhi Law College, Rajkot; and a Master of Laws (LL.M.) from Saurashtra University, Rajkot. Ms. Palan has coauthored a research paper titled "RERA Versus IBC", which was presented at the 2nd International Research Conference on Insolvency and Bankruptcy held at IIM Bangalore and subsequently published by the Insolvency and Bankruptcy Board of India (IBBI) in its publication "Navdrashti". She has also contributed numerous articles on various aspects of corporate law for the reputed publication house Taxmann. She was a Member of the Professional Development Committee of the Western India Regional Council (WIRC) of ICSI for the year 2021, 2022 and 2023. She has also held leadership roles as the Vice-Chairperson and Chairperson of the Managing Committee of the Rajkot Chapter of ICSI in the year 2018 and 2019 respectively. She is serving as an advisor to the Board, offering independent judgment on key deliberations, particularly in Corporate Governance, Risk Management, and Financial Advisory Services of the company.

As on the date of the Draft Red Herring Prospectus

1. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.

2. Neither Promoters nor persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI.

3. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

4. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up to the date of filling of this Draft Red Herring Prospectus.

5. None of Promoters or Directors of our Company are declared Fugitive Economic Offenders under Section 12 of the Fugitive Economic Offenders Act, 2018.

6. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

7. There is no conflict of interest between the lessor of immovable properties and the Company, Promoters, Promoter Group, group company, Key Managerial Personnel and Directors.

8. There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for operations of the Company) and the Company, directors and Group company

9. In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have been charge- sheeted with serious crimes like murder, rape, forgery, economic offence.

Relationship between our Directors

Name of Director	Designation	Relation
Mr. Tejash Maheshchandra Hathi Mrs. Jyotiben Chandarana	Managing Director Non-Executive Director	He is the son in law of Mrs. Jyotiben Chandaran She is the mother-in-law of Mr. Tejash Maheshchandra Hathi

Arrangements and Understanding with Major Shareholders, Customers, Suppliers and others

None of our Key Managerial Personnel or Directors have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which of the directors was selected as a director or member of senior management.

Payment or Benefit to officers of our Company

Except as stated otherwise in this Draft Red Herring Prospectus and any statutory payments made by our Company, no non-salary amount or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any of our Companys officers except remuneration of services rendered as Directors, officers or employees of our Company.

Service Contracts

Other than the statutory benefits that the KMPs are entitled to, upon their retirement, Directors and the Key Managerial Personnel of our Company have not entered into any service contracts pursuant to which they are entitled to any benefits upon termination of employment or retirement.

Borrowing Powers of our Board

Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on May 19, 2025 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of 50,00,00,000 (Rupees Fifty Crores).

Terms of appointment and remuneration of our Managing Director and

Tejash Maheshchandra Hathi

Pursuant to a resolution passed by the Members of Company at the meeting held on May 19, 2025. Mr. Tejash Maheshchandra Hathi was appointed as the Managing Director of our Company for a period of five (05) years with effect from May 19, 2025 to May 18, 2030 along with the terms of remuneration, which provides that the aggregate of his salary, allowances and perquisites and commission of @3% of the company Net Profit, as calculated in accordance with Section 198 of the Companies act, 2013, in any one financial year shall be in accordance with Sections 196, 197, 198, 203, Schedule V, and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.

Basic Salary	Up to Rs. 8,40,000/- per annum
Minimum	In the event of loss or inadequacy of profits in any financial year, Mr. Tejash
Remuneration	Maheshchandra Hathi shall be entitled to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits under Part II of Section II of Schedule V of the Companies Act, 2013 subject to the minimum remuneration as prescribed including any statutory modification or re-enactment thereof from time to time as prescribed by the Company.

Remuneration details of our Directors

A.Remuneration of our Executive Directors

The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2025 and Fiscal 2024 are as follows:

S. No.	Name of the Director	Remuneration ( in Lakhs)
		Fiscal 2025	Fiscal 2024
1.	Tejash Maheshchandra Hathi	8.40	8.40

i. Sitting fee details of our Non-Executive Directors

No sitting fees was paid to the Non-Executive Directors in Fiscal 2024. Further for Fiscal 2025 Our Board of Directors in their meeting held on February 25, 2025 have fixed upto 10,000/- per meeting as sitting fee for each of Non-Executive Director for attending meeting of the Board of Directors and Committees of the Board.

Payment or benefit to Directors of our Company

Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of the Executive Directors except the normal remuneration for services rendered as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to any of our Directors.

Remuneration paid to our Directors by our Subsidiary

As on date of this Draft Red Herring Prospectus, our Company does not have a subsidiary.

Loans to Directors

There are no loans that have been availed by the Directors from our Company that are outstanding as on the date of this Draft Red Herring Prospectus.

Shareholding of Directors in our Company

Except as stated below, none of our Directors holds any Equity Shares of our Company as on the date of filing of this Draft Red Herring Prospectus:

Sr.	Name of the Director	Pre-Offer		Post - Offer
No.		Number of Equity Shares	% of Pre-Offer Equity Share Capital	Number of Equity Shares	% of Post-Offer Equity Share Capital
		Promoters & Directors
1.	Tejash Maheshchandra Hathi	7,75,000	15.50%	7,75,000	-
2.	Riddhish Natwarlal Tanna	5,75,000	11.50%	5,75,000	-
	Total	13,50,000	27.00%	13,50,000	-

Shareholding of Directors in our Subsidiaries

As on date of this Draft Red Herring Prospectus, our Company does not have a subsidiary.

Interest of our Directors

Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration paid to our see "Terms of appointment and remuneration of our Executive Directors" above.

Tejash Maheshchandra Hathi and Riddhish Natwarlal Tanna are also the Promoters of our Company and may be deemed to be interested in the promotion of our Company to the extent they have promoted our Company. Except as stated above, our Directors have no interest in the promotion of our Company other than in the ordinary course of business. Our Directors may also be regarded as interested to the extent of Equity Shares held by them in our Company, if any, details of which have been disclosed above under the heading "Shareholding of Directors in our Company". All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares.

Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to this Offer. Except as disclosed in "Financial Information" and "Our Promoters and Promoter Group" beginning on Page Nos. 193 and 182 respectively of this Draft Red Herring Prospectus, our Directors are not interested in any other company, entity or firm.

Further, all the non-executive directors of the company may be deemed to be interested to the extent of fees, payable to them for attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws.

Our Promoters, Promoter Group, Managing Director, Executive Directors and Non-Executive Director, have extended personal guarantees in favour of certain banks with respect to the loan facilities availed by our Company from them. For further details, please refer to the chapter titled "Financial Indebtedness" on page 230 of this Draft Red Herring Prospectus.

Further, our Directors are not interested in the properties of our Company.

For details with respect to loan from directors and their relatives, please refer to chapter titled -Restated Financial Statement on page 193 of this Draft Red Herring Prospectus.

Except as stated in "Restated Financial Information - Annexure Significant Accounting Policies and Explanatory Notes to the Restated Financial Statements" beginning on Page No. 200 of this Draft Red Herring Prospectus, our Directors do not have any other interest in the business of our Company.

Interest as to property

Except as disclosed in this Draft Red Herring Prospectus, our Directors do not have any interest in any property acquired or proposed to be acquired by our Company or of our Company.

Bonus or Profit-Sharing Plan for our Directors

None of our Directors are a party to any bonus or profit-sharing plan Except Mr. Tejash Hathi, Managing Director, having Profit sharing plan as commission of @3% of the company Net Profit, as calculated in accordance with Section 198 of the Companies act, 2013.

Changes in our Board during the Last Three Years

Except as disclosed below, there have been no changes in our Board during the last three years.

Name of Director	Date of Appointment/C hange in Designation	Date of Cessation	Reasons for Change/ Appointment
Tejash Maheshchandra Hathi	January 17, 2024	-	Change in Designation to Managing Director
Chetan Shantilal Lalseta	January 17, 2024	-	Appointed as Non-Executive Director
Gaurang Rameshchandra Thakker	January 17, 2024	-	Appointed as Non-Executive Director
Mayankbhai Rameshchandra Thakker	January 17, 2024	-	Appointed as Non-Executive Director
Piyush Unadkat Rasikbhai	January 17, 2024	-	Appointed as Non-Executive Director
Riddhish Natwarlal Tanna	January 17, 2024	-	Appointed as Non-Executive Director
Tejal Tejasbhai Hathi	January 17, 2024	-	Appointed as Non-Executive Director
Chatrabhuj Vallabhbhai Butani	-	April 29, 2024	Resignation
Ghanshyam Vinubhai Pansuriya	-	April 29, 2024	Resignation
Kapilbhai Hasmukhbhai Chandarana	-	April 29, 2024	Resignation
Piyush Unadkat Rasikbhai	-	April 29, 2024	Resignation
Mayankbhai Rameshchandra Thakker	-	April 29, 2024	Resignation
Gaurang Rameshchandra Thakker	-	April 29, 2024	Resignation
Tejal Tejasbhai Hathi	-	April 29, 2024	Resignation
Jyotiben Hasmukhbhai			Appointed as Non-Executive
	May 20, 2024
Chandarana			Director
Vikas Rambhai Jobanputra	February 6, 2025	-	Appointed as Independent Director
Sejal Harit Palan	February 6, 2025	-	Appointed as Independent Director

Management Organization Structure

Set forth is the management organization structure of our Company:

Corporate Governance

As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, as on date of this Draft Red Herring Prospectus, the requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to our Company. In additions to this, the applicable provisions of the Companies Act, 2013 will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchange. However, our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Composition of Board of Directors

Composition of Board of Directors is set forth in the below mentioned table:

Sr. No.	Name of Member	Designation	Status	DIN
1.	Tejash Maheshchandra Hathi	Managing Director	Executive	03151221
2.	Chetan Shantilal Lalseta	Non-Executive Director	Non-Executive	02547012
3.	Jyotiben Hasmukhbhai Chandarana	Non-Executive Director	Non-Executive	10607059
4.	Riddhish Natwarlal Tanna	Non-Executive Director	Non-Executive	03231612
5.	Vikas Rambhai Jobanputra	Independent Director	Non-Executive	10921323
6.	Sejal Harit Palan	Independent Director	Non-Executive	10893463

Committees of our Board

Our Board has constituted following committees in accordance with the requirements of the Companies Act:

1. Audit Committee;

2. Stakeholders Relationship Committee; and

3. Nomination and Remuneration Committee

4. Internal Complaint Committee

Details of each of these committees are as follows:

1. Audit Committee

Our Audit Committee was constituted on February 25, 2025 with the following members forming a part of the said Committee:

Sr. No.	Name of Member		Status in Committee	Nature of Directorship
1.	Sejal Harit Palan		Chairperson	Independent Director
2.	Vikas Rambhai Jobanputra		Member	Independent Director
3.	Tejash	Maheshchandra	Member	Managing Director
	Hathi

The Audit Committee is in compliance with Section 177 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Company Secretary shall act as the secretary of the Audit Committee.

The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) which are as follows:

a. Powers of Audit Committee

The Audit Committee shall have the following powers:

The audit committee shall have powers to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under the Companies Act, 2013 (together with the rules thereunder); and to have full access to information contained in records of Company. b. Role of the Audit Committee

The role of the audit committee shall include the following:

1) Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause I of sub-section 3 of section 134 of the Companies Act, 2013; b) Changes, if any, in accounting policies and practices and reasons for the same; c) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings; e) Compliance with listing and other legal requirements relating to financial statements; f) Disclosure of any related party transactions; and g) Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly financial statements before submission to the Board for approval;

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7) Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8) Approval of any subsequent modification of transactions of the company with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary; 11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14) Discussion with internal auditors of any significant findings and follow up there on; 15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17) To look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18) To Review the functioning of the whistle blower mechanism/ vigil mechanism; 19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and 21) Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans / advances/ investments, as may be applicable. 22) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Further, the Audit Committee shall mandatorily review the following information: a. Management discussion and analysis of financial condition and results of operations; b. Statement of significant related party transactions (as defined by the audit committee), submitted by management; c. Management letters / letters of internal control weaknesses issued by the statutory auditors; d. Internal audit reports relating to internal control weaknesses; and e. Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. f. statement of deviations:

? Half Yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1)&(8) of the SEBI Listing Regulations. ? Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(5) the SEBI Listing Regulations.

2. Stakeholders Relationship Committee

Our Stakeholder Relationship Committee was constituted on February 25, 2025 the members of the said Committee are as follows:

Sr. No.	Name of Member		Status in Committee	Nature of Directorship
1.	Riddhish Natwarlal Tanna		Chairperson	Non-Executive Director
2.	Sejal Harit Palan		Member	Independent Director
Sr. No.	Name of Member	Status in Committee		Nature of Directorship
3.	Chetan Shantilal Lalseta	Member		Non-Executive Director

The Stakeholders Relationship Committee is in compliance with Section 178 of the Companies Act 2013. The Company Secretary shall act as the secretary of the Stakeholders Relationship Committee.

The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and the terms of reference, powers and scope of the Stakeholders Relationship Committee of our Company include:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

2. Review of measures taken for effective exercise of voting rights of by shareholders;

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent;

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company;

3. Nomination and Remuneration Committee

Our Stakeholder Relationship Committee was constituted on February 25, 2025 The members of the said Committee are as follows:

Sr. No.	Name of Member	Status in Committee	Nature of Directorship
1.	Vikas Rambhai Jobanputra	Chairperson	Independent Director
2.	Sejal Harit Palan	Member	Independent Director
3.	Chetan Shantilal Lalseta	Member	Non-Executive Director

The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act 2013. The Company Secretary shall act as the secretary of the Nomination and Remuneration Committee.

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination and Remuneration Committee are as follows:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

2. For the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the board of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of external agencies, if required, b. consider candidates from a wide range of backgrounds, having due regard to diversity, and c. consider the time commitments of the candidates;

3. Formulation of criteria for evaluation of the performance of independent directors and the Board;

4. Devising a policy on diversity of our Board;

5. Identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every directors performance; 6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. 7. recommend to the board, all remuneration, in whatever form, payable to senior management.

4. Internal Complaint Committee

Our Internal Complaint Committeewas Re-constituted on February 25, 2025 The members of the said Committee are as follows:

Sr. No.	Name of Member	Status in Committee	Designation
1.	Pooja Rajanbhai Bagdai	Chairperson/Presiding	Administrative Deparment
		Officer of the company	Assistant
2.	Jyotiben Hasmukhbhai Chandrana	Member	Director
3.	Greeshmaben Chandrana	Member	Administrative Deparment Assistant
4.	Pankti Bhatt Narendrabhai	Member	HR Deparment Assistant
5.	Sonal Ramendra wala	Member	Member of NGO - Smile & Share

1. To work towards providing a safe and respectful working environment.

2. Organize training and awareness programs (classroom/eLearning) at regular intervals.

3. To conduct meetings: a) When there is a complaint received in writing from any of the women employees, b) To settle grievances and c) To make sure there is appropriate compensation for any case of misconduct and sexual harassment."

4. Submission of application and other relevant documents to the concerned authorities / departments.

5. Declaration filing as required.

6. Authentication of documents related to the POSH Act.

7. Representation of the Company in connection to the issues related to the POSH Act.

8. Returns Filing as per the POSH Act."

Our Key Managerial Personnel and Senior Management

Name, Designation, Educational Qualification, Term and Nationality	Age (yea rs)	Year of joining	Compensation paid for F.Y. ended 2024-25 (Rs. in Lakhs)	Overall experie nce (in years)	Previous employment
Tejash Maheshchandra Hathi
Designation: Managing Director
Educational Qualification: M.B.A. in Marketing and
					Macleods
Management Accounting
	44	2010	8.40	20	Pharmaceutical
Term: For a period of five (5) years with effect from
					s Ltd.
January 17, 2024.
Period of Directorship: Director since August 12, 2010
Nationality: Indian
Kapilbhai Hasmukhbhai Chandarana
Designation: Chief Financial Officer
Educational Qualification: BSW, M.B.A.(Finance)					Velji Dosabhai
Term: N.A.	39	2025	8.04	16	& Sons Private
Date of Appointment: Appointed w.e.f. January 01,					Limited
2025
Nationality: Indian
Ghanshyam Vinubhai Pansuriya
Designation: Chief Executive Officer
Educational Qualification: B.S.C., Diploma in					Macleods
Pharmacy					Pharmaceutical
	41	2025	10.38	15
Term: N.A.					s
Date of Appointment: Appointed w.e.f. January 01,					Limited
2025
Nationality: Indian
Mohini Hardikbhai Gandhi
Designation: Company Secretary & Compliance
Officer
Educational Qualification: B.com, C.S.					Falcon Yarns
	31	2024	1.60	3
Term: N.A.					Private Limited
Date of Appointment: Appointed w.e.f. December 16,
2024
Nationality: Indian

In addition to our Managing Director and Non-Executive Director, whose details have been provided under paragraph above titled ‘Brief Profile of our Directors, set forth below are the details of our Key Managerial Personnel and Senior Management as on the date of filing of this Draft Red Herring Prospectus:

Kapilbhai Hasmukhbhai Chandarana, aged 39 years, is the Chief Financial Officer and one of the Promoters of our Company. He holds a Bachelor of Social Work (BSW) degree from Saurashtra University, which he completed in March 2017, and an MBA in Finance from Madhyanchal Professional University, Bhopal in the year 2023. He has over 16 years of experience in logistics and customs operations and previously served as the Zonal Manager at Velji Dosabhai & Sons Private Limited from 2005 to 2021. He joined the Company as a Director on August 12, 2010, but later resigned from the directorship in April 29, 2024 due to pre occupation in other ventures. Subsequently, he was appointed as the Chief Financial Officer of the Company with effect from January 1, 2025. In his current role, he is responsible for overseeing the Companys Accounts, Taxation, and Financial Management.

Ghanshyam Vinubhai Pansuriya, aged 41 years, is the Chief Executive Officer and one of the Promoters of our Company. He holds a Bachelor of Science degree from Saurashtra University and a Diploma in Pharmacy from Sunrise University. He possessed over 15 Years of experience in Pharmaceutical Industry. He served as a Marketing Executive at Alkem Ulticare (2008), Business Development Executive at Panacea Biotech Ltd. (2009). He joined the Company as a Director on August 12, 2010, but later resigned from the directorship in April 29, 2024. Subsequently, he was appointed as the Chief Executive Officer of the Company with effect from January 1, 2025. In his current role, he is responsible for overseeing the companys Marketing, financial strategy, including budgeting, forecasting, financial reporting, and planning, while advising on business growth, fundraising, and operational efficiency, and providing financial insights.

Mohini Hardikbhai Gandhi, aged 31 years, is the Company Secretary and Compliance Officer of our Company. She holds a Bachelor of Commerce degree from Saurashtra University and is a qualified Company Secretary from Institute of Company Secretaries of India. She completed her apprenticeship under CS Keyur Ghelani and MJP Associates, Rajkot. She has post qualification experience of around 6 years which started through her own secretarial practice under the name M H Gandhi & Associates. Thereafter, she served as the Whole-time Company Secretary at Atul Motors Private Limited and Falcon Yarns Private Limited. Currently, she holds the position of Whole-time Company Secretary and Compliance Officer in our Company, ensuring regulatory compliances and corporate governance excellence.

We confirm that:

a. All the persons named as our Key Managerial Personnel above are the permanent employees of our Company. b. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above-mentioned Key Managerial Personnel have been recruited. c. None of our KMPs except Tejash Maheshchandra Hathi is also a part of the Board of Directors. d. Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other contractual arrangements or service contracts (including retirement and termination benefits) with the issuer.

Relationship of Key Managerial Personnel and Senior Management with our Directors, Promoters and / or other

Key Managerial Personnel and Senior Management

Except disclosed herein, none of the key managerial personnel and senior management are related to each other or to our Promoters or to any of our Directors.

Name of Director	Designation	Relation
Mr. Kapilbhai Hasmukhbhai	Chief Financial	He is the Son of Mrs. Jyotiben Hasmukhbhai Chandarana
Chandarana	Officer	He is the brother in law of Mr. Tejash Maheshchandra Hathi

Shareholding of the Key Managerial Personnel and Senior Management

Except as disclosed below, none of our KMPs and SMPs hold any Equity Shares in our Company as on date of the this Draft Red Herring Prospectus:

S. No.	Name of Director/KMP/SMP	No. of Equity Shares held	% of Pre-Issue Equity Shares Capital	% of Post-Issue Equity Shares
1	Tejash Maheshchandra Hathi	7,75,000	15.50%	[?]
2	Kapilbhai Hasmukhbhai Chandarana	7,75,000	15.50%	[?]
3	Ghanshyam Vinubhai Pansuriya	3,50,000	7.00%	[?]

Bonus or Profit-Sharing Plan for our Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel and Senior Management is a party to any bonus or profit-sharing plan Except Mr. Tejash Hathi, Managing Director, having Profit sharing plan as commission of @ 3% of the company Net Profit, as calculated in accordance with Section 198 of the Companies act, 2013.

Payment or benefit to Key Managerial Personnel and Senior Management of our Company

Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within two preceding years or is intended to be paid or given to any of the Key Managerial Personnel and Senior Management except the normal remuneration for services rendered by them. Additionally, there is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Management.

Interest of Key Managerial Personnel and Senior Management

Except as disclosed in this Draft Red Herring Prospectus, none of our Key Managerial Personnels and Senior Managements have any interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel and Senior Management have been appointed.

Changes in Key Managerial Personnel and Senior Management in the Last Three Years

Set forth below, are the changes in our Key Managerial Personnel and Senior Management in the last three years immediately preceding the date of filing of this Draft Red Herring Prospectus:

Name	Designation	Date of Appointment/	Reason
		change
Tejash Maheshchandra Hathi	Managing Director	January 17, 2024	Appointment
Mohini Hardikbhai Gandhi	Company Secretary	December 16, 2024	Appointment
Ghanshyam Vinubhai Pansuriya	Chief Executive Officer	January 01, 2025	Appointment
Kapilbhai Hasmukhbhai	Chief Financial	January 01, 2025	Appointment
Chandarana	Officer

The attrition of the key management personnel and Senior Management is as per the industry standards.

Employees Stock Option Plan

As on date of this Draft Red Herring Prospectus, our Company does not have any employee stock option plan or purchase schemes for our employees.

Loans taken by Directors / Key Management Personnel and Senior Management

Our Company has not granted any loans to the Directors and/or Key Management Personnel and Senior Management as on the date of this Draft Red Herring Prospectus.