Clear Secured Services Ltd Directors Report

In accordance with our Articles of Association of our Company, 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 (three) and not more than 15 (fifteen).

As on the date of this Draft Red Herring Prospectus, our Company has 6.

The following table sets forth details regarding the Board of Directors as on the date of this Draft Red Herring Prospectus:

Particulars	Date of Appointment / Re appointment	Other Directorships/Designated Partners/Partners
Name: Mr. Vimal Dhar Lalta Prasad Dubey	Appointed as Director w.e.f October 14, 2008.	Companies: 1. Clear Secured Ventures
Age: 52 years Date of Birth: 08/03/1973	Appointed as managing director and chairman w.e.f April 01, 2013.	Private Limited 2. Cleartech Cement Private Limited
		3. Vimal Dubey Foundation
Designation: Chairman and Managing
Director		LLP:
		1. Barfi Steels LLP
Address: 14-B-4, New Sion CHS, Sindhi
Colony, Road 24, Opp. Old SIES College,
Sion west, Mumbai, Sion, Mumbai 400022.
Occupation: Business
Nationality: Indian
Term: For a period of 5 years w.e.f April 01,
2025.
DIN: 02158223
Period of Directorship:
Name: Mr. Rakesh Dhar Dubey	Appointed as Director w.e.f October 14,	Companies:
	2008.	(1) Clear Secured Ventures
Age: 41 years		Private Limited
		(2) Comfort Techno Services
Date of Birth: 10/03/1983		Private Limited
		(3) Vimal Dubey Foundation
Designation: Whole time director		(4) Cleartech Cement Private
		Limited
Address: 14-B-4, New Sion CHS, Sindhi
Colony, Road 24, Opp. Old SIES College,		LLP:
Sion west, Mumbai, Sion, Mumbai 400022.		Barfi Steels LLP
Occupation: Business
Nationality: Indian
Term: For a period of 5 years w.e.f May 29,
2025.
DIN: 02005335
Name: Mrs. Kusum Vimal Dubey	Appointed as Executive Director w.e.f	Companies:
	November 1, 2024.	Nil
Age: 49 years
		LLP:
Date of Birth: 12/07/1975		Nil
Designation: Executive Director
Address: 14-B-4, New Sion CHS, Sindhi
Colony, Road 24, Opp. Old SIES College,
Sion west, Mumbai, Sion, Mumbai 400022.
Occupation: Business
Nationality: Indian
Term: For a period of 5 years w.e.f
November 01, 2024.
DIN: 07886853
Name: Mr. Rajendra Prasad	Appointed as Independent Director w.e.f	Companies:
	January 27, 2025	Nil
Age: 64 Years
Date of Birth: 04/08/1960		LLP:
		Nil
Designation: Independent Director
Address: Gate No. 1, House No- 884, First
Floor, Sector-37, Amarnagar, Faridabad,
Haryana, 121003.
Occupation:
Nationality: Indian
Term: Independent Director for a Term of 5
Years w.e.f January 27, 2025.
DIN: 10850055
Name: Mr. Manish Shashikant Naik	Appointed as Independent Director w.e.f	Companies:
	January 27, 2025	Nil
Age: 50 years
		LLP:
Date of Birth: 27/07/1969		Nil
Designation: Independent Director
Address: Shankar Bhuvan, 97 Bhawani
Shankar Road, Near Sharadashram, Dadar
west, Mumbai, 400028
Occupation: Professional
Nationality: Indian
Term: Independent Director for a Term of 5
Years w.e.f January 27, 2025.
DIN: 01941314
Name: Mr. Kiran Manohar Rege	Appointed as Independent Director w.e.f	Companies:
	January 27, 2025	Nil
Age: 68 years
Date of Birth: 02/07/1956		LLP:
		Nil
Designation: Independent Director
Address: 1901, Daffodil Vasant Oasis,
Makwana Road Marol, Andheri East,
Mumbai, Maharashtra, 400059
Occupation: Professional
Nationality: Indian
Term: Independent Director for a Term of 5
Years w.e.f January 27, 2025.
DIN: 10850024

BRIEF PROFILE OF OUR DIRECTORS

Mr. Vimal Dhar Lalta Prasad Dubey, aged 52 years, is one of the Promoters of our Company and is Chairman and Managing Director of our Company. He is resident Indian national. He holds Bachelors of Commerce Degree from University of Mumbai. He has pursued MBA from Madurai Kamaraj University. He has been on the Board of our Company since its incorporation and is also one of the subscribers to the MOA of our Company. He has experience of more than 16 years in Facility and Hospitality Management. He is the guiding force behind the strategic decisions of our Company and has been instrumental in formulating the overall business strategy and developing business and client relations of the Company. He is also responsible for administration and finance on day-to-day basis. During FY 2024-25, he received a remuneration of 75,44,418.

Mr. Rakesh Dhar Dubey, aged 41 years, is the Whole Time Director of our Company. He holds a Bachelor of Arts degree from ARNI University, completed in the year 2018. He has experience of about 16 years in Facility Management Services. He has been on the Board of our Company since its incorporation and is also one of the subscribers to the MOA of our Company. He is currently responsible for expansion of the business dynamically and guiding the team for growth of the business. During FY 2024-25, he received a remuneration of 80,51,550.

Mrs. Kusum Vimal Dubey, aged 49 years, is the Executive Director of our Company. She has completed her formal education upto Secondary schooling. She is currently responsible for day-to-day operational matters and deployment of manpower in various sites. During FY 2024-25, she received a remuneration of 67,09,650.

Mr. Rajendra Prasad, aged 64 Years, is the Independent Director of our Company. He has recently been associated with our Company since December 2024. He has done Bachelor of arts from Delhi University in the year 1984 and Bachelor of Science from Jawahar Lal University in the year 1990. He is Ex- banker and Associate of the Indian Institute of banker. He has worked with State Bank of India in different department. He has expertise in banking, human resource, industrial relations, strategy and project management. He has experience of around 36 years. He is currently in responsible for human resources, customer relationships, strategy and policy formation, as well as the companys administration.

Mr. Manish Shashikant Naik aged 50 years, is the Independent Director of our Company. Mumbai-based, Manish Shashikant Naik [Major Manish Shashikant Naik (Parakram Padak Awardee Veteran)], an ex-NDA army officer served with the Indian infantrys 7^th Battalion of the Dogra Regiment. He has done Bachelor of Science from Jawaharlal Nehru University in the year 1990 and Masters Degree in Human Resources development Management from University of Mumbai in the year 2002. He is certified associate of the Indian Institute of Bankers for which he had obtained the certificate in the year 2003. He was CEO in Sanjay Maintenance Services Private Limited. From 2^nd May 2008 to 31^st October 2011 and was Chief Operating Officer in Maharashtra Minerals Corporation Limited from 5 September 2019 to 30^th June 2020. He has experience of 12 years. He is currently responsible for overall operations and deployment of the Company.

Mr. Kiran Manohar Rege is an Independent Director of our Company. He is a practising Chartered Accountant since1987, he is managing partner of the firm name K. M. Rege & Co. His other education qualification includes Bachelor of commerce and Master of Commerce from University of Mumbai, Ph.D. (Management) from YCMOU, Nashik, LL.M (Commercial Laws) from University of Mumbai etc. He is also an Insolvency Professional, Registered valuer and certified Independent Director. He has experience of more than 30 years. He is currently responsible for finance and accounts of the Company. He is also responsible for compliance of the Company.

CONFIRMATION

As on the date of this Draft Red Herring Prospectus: a) None of the Directors are on the RBI List of wilful defaulters. b) None of our Directors are categorized as a wilful defaulter or a fraudulent borrower, as defined under Regulation 2(1) (lll) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. c) None of our Directors is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018. d) None of the Promoter, persons forming part of our Promoter Group, Directors or persons in control of our Company, has been or is involved as a promoter, director or persons 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. e) No proceedings/ investigations have been initiated by SEBI against any company, the board of directors of which also comprises any of the Directors of our Company.

CONFIRMATION IN RELATION TO RBI CIRCULAR DATED JULY 1, 2016

Neither our Company or any of our directors have been declared as fraudulent borrowers by RBI in terms of the RBI circular dated July 1, 2016.

DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) OF THE ABOVE DIRECTORS IN LISTED COMPANIES WHOSE SHARES HAVE BEEN / WERE SUSPENDED FROM BEING TRADED ON ANY OF THE STOCK EXCHANGES, DURING HIS/HER TENURE

None of our Directors is or was a director of any Company listed on any stock exchange, whose shares have been or were suspended from being traded during the five years preceding the date of this Draft Red Herring Prospectus, during the term of his/her directorship in such Company.

DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) OF THE ABOVE DIRECTORS IN LISTED COMPANIES WHICH HAVE BEEN/ WERE DELISTED FROM THE STOCK EXCHANGE(S), DURING HIS/HER TENURE

None of our Directors is, or was a director of any listed Company, which has been or was delisted from any stock exchange, during the term of his/her directorship in such Company.

NATURE OF ANY FAMILY RELATIONSHIP BETWEEN ANY OF THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMNENT PERSONNEL

Except as stated below none of the Director or Directors and Key Managerial Personnel or Senior Managerial Personnel of the Company are related to each other as per Section 2(77) of the Companies Act, 2013.

Sr.No.	Directors and Key Managerial Personnel	Nature of Relationship
1.	Mr. Vimal Dhar Lalta Prasad Dubey	Spouse of Mrs. Kusum Vimal Dubey and brother of Mr. Rakesh Dhar Dubey.
2.	Mr. Rakesh Dhar Dubey	Brother of Mr. Vimal Dhar Lalta Prasad Dubey.
3.	Mrs. Kusum Vimal Dubey	Spouse of Mr. Vimal Dhar Lalta Prasad Dubey.

DETAILS OF ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS, PURSUANT TO WHICH OF THE DIRECTORS WAS SELECTED AS A DIRECTOR OR MEMBER OF SENIOR MANAGERIAL PERSONNEL

None of our Directors have been appointed or selected pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.

DETAILS OF SERVICE CONTRACTS ENTERED INTO BY THE DIRECTORS WITH THE COMPANY PROVIDING FOR BENEFITS UPON TERMINATION OF EMPLOYMENT

There are no service contracts entered into by the directors with the Company providing for benefits upon termination of employment.

TERMS OF APPOINTMENT OF OUR EXECUTIVE DIRECTORS AND COMPENSATION PAID

The following table sets forth the terms of appointment of our executive directors as per their letter of appointment issued by our Company.

Sr,No, Particulars	Salary and perquisites
Mr. Vimal Dhar Lalta Prasad Dubey
1. Remuneration	75,44,418 (Rs Seventy-Five lakh Forty-Four thousand Four Hundred Eighteen.) per annum subject to annual increment as determined by the Board and on the recommendation of the Nomination and Remuneration Committee
2. Other Perquisite and Benefits	Include:
	House Rent Allowance
	Conveyance Allowance
	Medical Allowance
	City Compensatory Allowance
	Monthly Bonus
	Employee Provident Fund
3. Letter of Appointment	April 01, 2013.
Mr. Rakesh Dhar Dubey
1. Remuneration	80,51,550 (Rs Eighty lakh Fifty-One Thousand Five Hundred Fifty.) per annum subject to annual increment as determined by the Board and on the recommendation of the Nomination and Remuneration Committee
2. Other Perquisite and Benefits	Include:
	House Rent Allowance
	Conveyance Allowance
	Medical Allowance
	City Compensatory Allowance
	Monthly Bonus
	Employee Provident Fund
3. Letter of Appointment	October 14, 2008.
Mrs. Kusum Vimal Dubey
1. Remuneration	67,09,650 (Rs Sixty-Seven lakh Nine Thousand Six Hundred
	Fifty.) per annum subject to annual increment as determined by the
	Board and on the recommendation of the Nomination and
	Remuneration Committee
2. Other Perquisite and Benefits	Include:
	House Rent Allowance
	Conveyance Allowance
	Medical Allowance
	City Compensatory Allowance
	Monthly Bonus
	Employee Provident Fund
3. Letter of Appointment	November 1, 2024.

SITTING FEES AND COMMISSION PAID TO OUR INDEPENDENT DIRECTORS

Pursuant to resolution passed by our Board of directors in their meeting held on January 27, 2025, our Independent Directors are entitled to receive a sitting fee of 7500 (Rs Seven thousand and five hundred) for attending each meeting of our Board and committee meeting.

REMUNERATION PAID OR PAYABLE TO OUR DIRECTORS FROM OUR SUBSIDIARIES

None of our Directors has received any remuneration from our Subsidiaries, including any contingent or deferred compensation accrued for Financial Year 2024.

BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS

Our Company does not have any bonus or profit-sharing plan for our directors.

SHAREHOLDING OF THE DIRECTORS

Sr.No	Name of the Director	No: of shares held
1.	Mr. Vimal Dhar Lalta Prasad Dubey	8780800
2.	Mr. Rakesh Dhar Dubey	4390528
3.	Mrs. Kusum Vimal Dubey	64

QUALIFICATION SHARES REQUIRED TO BE HELD BY DIRECTORS

Our Articles of Association do not require our directors to hold qualification shares.

CONTINGENT AND/OR DEFERRED COMPENSATION PAYABLE TO OUR DIRECTOR, WHOLE-TIME DIRECTOR, MANAGING DIRECTORS

There are no contingent or deferred compensation payable to our Managing Directors and Executive Director which does not form part of his remuneration.

BORROWING POWERS

In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant to a special resolution of our Shareholders at an EGM held on January 28, 2025 our Board is authorised to borrow monies from time to time in excess of aggregate of paid up share capital and free reserves (apart from temporary loans obtained / to be obtained from the companys bankers in ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed 250 Crores.

INTEREST OF DIRECTORS

Our Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any. Our Non-Executive Directors may be deemed to be interested to the extent of sitting fees payable to them by our Company for attending meetings of our Board or committees thereof.

Except as stated in "Restated Financial Information Restated Statement of Related Party Transaction" on pages 230 of this Draft Red Herring Prospectus, the Directors do not have any other interest in the business of the Company.

Our Directors may be interested to the extent of Equity Shares, if any, held by them, or held by the entities in which they are associated as partners, 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 and any dividend and other distributions payable in respect of such Equity Shares. None of our Directors have availed any loan from our Company.

No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be members, in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her as a Director, or otherwise for services rendered by him/ her or by such firm or Company, in connection with the promotion or formation of our Company.

INTEREST IN PROPERTY

Our Directors have no interest in any property acquired by our Company within the two years preceding the date of this Draft Red Herring Prospectus, or proposed to be acquired by our Company.

INTEREST IN PROMOTION OR FORMATION OF OUR COMPANY

Mr. Vimal Dhar Lalta Prasad Dubey, Mr. Rakesh Dhar Dubey, Mrs. Kusum Vimal Dubey and Mr. Sanjay Dubey are the promoters of the Company. For further details regarding our promoters, see "Our Promoters and Promoter Group" at page 222 of this Draft Red Herring Prospectus.

CHANGES IN OUR BOARD DURING THE LAST THREE YEARS

The changes in our Board of our Company during the last three years till the date of this Draft Red Herring Prospectus are set forth below:

Sr. No.	Name	Date of Appointment Cessation	/ Reason
1.	Mr. Sanjay Dhar Dubey	May 17, 2024	Cessation as Director due to personal reasons
4.	Mr. Ashish Vimaldhar Dubey	October 31, 2024	Cessation as Director due to personal reasons
5.	Mr. Vivek Vimal Dubey	October 10, 2024	Cessation as Additional Director due to personal reasons
6.	Mr. Ashish Vimaldhar Dubey	November 01, 2024	Appointed as Chief Financial Officer of the Company.
7.	Mrs. Kusum Vimal Dubey	November 01, 2024	Appointment as an Additional Director
8.	Mrs Madhavi Yogesh Mahajan	November 01, 2024	Appointment as Company Secretary of the company
9.	Mrs Madhavi Yogesh Mahajan	January 15, 2025	Cessation as Company Secretary of the company.
10.	Mr. Rajendra Prasad	27 January 2025	Appointment as a Non-Executive Independent Director
11.	Mr. Manish Shashikant Naik	27 January 2025	Appointment as a Non-Executive Independent Director
12.	Mr. Kiran Manohar Rege	27 January 2025	Appointment as a Non-Executive Independent Director
13.	Mrs Apurva Mishra	17 March, 2025	Appointed as Company Secretary
14.	Mrs. Kusum Vimal Dubey	29 March, 2025	Regularisation as an Executive Director
15.	Mr. Ashish Vimaldhar Dubey	06 May 2025	Cessation as Chief Financial Officer
16.	Ms. Rasika Mohan Sawant	06 May, 2025	Appointed as Chief Financial Officer

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, 18, 19, 20, 21, 22, 24, 25, 26, 27 and clauses (b) to (i) 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 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 Exchanges. 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.

COMMITTEES OF THE BOARD

In terms of SEBI LODR Regulations and the provisions of the Companies Act, 2013, our Company has following committees of the Board: A. Audit Committee

B. Stakeholders Relationship Committee C. Nomination and Remuneration Committee D. Corporate Social Responsibility Committee

A. AUDIT COMMITTEE

Our Company has constituted an Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and all other applicable provisions, in any of the Companies Act, 2013 and the rules made thereunder, and Regulation 18(3) of the SEBI LODR Regulations read with Part C of Schedule II of the SEBI LODR Regulations vide resolution passed at the meeting of the Board held on March 17, 2025.

The Audit Committee presently comprises of following three Directors:

S. No	Name of the Director	Designation	Position in the committee
1.	Mr. Vimal Dhar Lalta Prasad Dubey	Managing Director	Member
2.	Mr. Kiran Manohar Rege	Director (Independent and Non-Executive)	Chairman
3.	Mr. Manish Shashikant Naik Shashikant Naik	Director (Independent and Non-Executive)	Member

The Company Secretary cum Compliance Officer of the Company would act as the secretary of the Audit Committee. The scope and function of the Audit Committee and its terms of reference shall include the following:

1. Quorum and Meetings:

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. The quorum shall be either two members or one-third of the members of the audit committee whichever is greater, but there shall be a minimum of two independent members present.

2. Roles and responsibilities:

The role and responsibilities of the Audit Committee shall include the following:

(a) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient, and credible. (b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. (c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors. (d) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: (i) 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.

(ii) Changes, if any, in accounting policies and practices and reasons for the same

(iii) Major accounting entries involving estimates based on the exercise of judgment by management. (iv) Significant adjustments made in the financial statements arising out of audit findings. (v) Compliance with listing and other legal requirements relating to financial statements. (vi) Disclosure of any related party transactions (vii)Qualifications in the draft audit report.

(e) Reviewing, with the management, the half-yearly financial statements before submission to the Board for approval. (f) Reviewing, with the management, the half-yearly financial statements before submission to the Board for approval. (g) Reviewing, with the management, the statement of uses / application of funds raised through an offer (public offer, rights offer, preferential offer, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights offer and making appropriate recommendations to the Board to take up steps in this matter. (h) Review and monitor the auditors independence and performance, and the effectiveness of the audit process. (i) Approval or any subsequent modification of transactions of the Company with related parties. (j) Scrutiny of inter-corporate loans and investments. (k) Valuation of undertakings or assets of the Company, wherever it is necessary. (l) Evaluation of internal financial controls and risk management systems. (m) Reviewing, with the management, the performance of statutory and internal auditors, and the adequacy of the internal control systems.

(n) Reviewing the adequacy of the 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. (o) Discussion with internal auditors on any significant findings and follow up thereon. (p) 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. (q) Discussion with statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussion to ascertain any area of concern. (r) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends), and creditors. (s) To review the functioning of the whistle-blower mechanism. (t) 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 & background, etc. of the candidate. (u) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to the provision of the Companies Act, the said audit committee shall have such additional functions/features as is contained in this clause.

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.

(e) The appointment, removal, and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE

The members of the Nomination and Remuneration Committee are:

S. No	Name of the Director	Designation	Position in the committee
1.	Mr. Rajendra Prasad	Director (Independent and Non-Executive)	Chairman
2.	Mr. Kiran Manohar Rege	Director (Independent and Non-Executive)	Member
3.	Mr. Manish Shashikant Naik	Director (Independent and Non-Executive)	Member

Our Company has constituted a Nomination and Remuneration Committee in accordance with the provisions of Section 178 of Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder and Regulation 19(4) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with Part D of Schedule II of the SEBI LODR Regulations, vide resolution passed at the meeting of the Board held on March 17, 2025.

The Company Secretary cum Compliance Officer of the Company would act as the secretary of the Nomination and Remuneration Committee.

1) Tenure:

The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Nomination and Remuneration Committee as approved by the Board.

2) Quorum and Meetings:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be either two members or one third of the members of the committee, whichever is greater, with at least one being an independent director. The Nomination and Remuneration Committee shall meet at least once in a year.

3) Scope and terms of reference:

The scope of the Nomination and Remuneration Committee shall include but shall not be restricted to the following:

(i) Formulation of 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. (ii) Formulation of criteria for evaluation of Independent Directors and the Board. (iii) Devising a policy on Board diversity. (iv) Identifying persons who are qualified to become directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

(v) To recommend to the Board, the remuneration packages i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc. of the executive directors. (vi) To implement, supervise, and administer any share or stock option scheme of our Company; and (vii)To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The members of the Stakeholders Relationship Committee are:

Sr. No	Name of the Director	Designation	Position in the committee
1.	Mr. Manish Shashikant Naik	Director (Independent and Non-Executive)	Chairman
2.	Mr. Kiran Manohar Rege	Director (Independent and Non-Executive)	Member
3.	Mr. Rakesh Dhar Dubey	Whole Time Director	Member

Our Company has constituted a Stakeholders Relationship Committee in accordance with the provisions of Section 178 of Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder and Regulation 20(4) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with Part D of Schedule II of the SEBI LODR Regulations, vide resolution passed at the meeting of the Board held on March 17, 2025.

The Company Secretary cum Compliance Officer of the Company would act as the secretary of the Stakeholders Relationship Committee.

1) Tenure:

The Stakeholders Relationship Committee shall continue to function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

2) Quorum and Meetings:

The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be three directors with at least two being an independent director. The Stakeholder Relationship Committee shall meet at least once in a year. Since the formation of the committee, no Stakeholders Relationship Committee meetings have taken place.

3) Scope and terms of reference:

The Stakeholders Relationship Committee shall inter alia undertake the following roles:

(i) Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc. (ii) Review of measures taken for effective exercise of voting rights by shareholders. (iii) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent. (iv) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company. (v) Such other matters as may be required to be carried out by the Stakeholders Relationship Committee pursuant to amendment under any law, from time to time.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Our Company has reconstituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, and other applicable rules and regulations if any, as amended from time to time (including any statutory modifications(s) or re-enactment thereof for the time being in force), vide resolution passed at the meeting of the Board held on March 17, 2025.

Sr. No	Name of the Director	Designation	Position in the committee
1.	Mr. Vimal Dhar Lalta Prasad Dubey	Managing Director	Chairman
4.	Mr. Manish Shashikant Naik	Director (Independent and Non-Executive)	Member
5.	Mr. Rakesh Dhar Dubey	Whole Time Director	Member

The Company Secretary cum Compliance Officer of the Company would act as the secretary to the Corporate Social Responsibility Committee.

1) Tenure:

The Corporate Social Responsibility Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Corporate Social Responsibility Committee as approved by the Board.

2) Quorum and Meetings:

The Committee shall meet as and when the need arises for a review of CSR Policies. The quorum for the meeting shall be one-third of the total strength of the Committee or two members whichever is higher.

3) Scope and terms of reference:

The terms of reference of the Corporate Social Responsibility Committee of our Company are as follows:

(i) Formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013. (ii) Review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company. (iii) Annually review the CSR Policy and associated frameworks, processes and practices of the Company and make appropriate recommendations to the Board. (iv) Monitor if the Company is taking appropriate measures to ensure the successful implementation of CSR activities. (v) Formulate and monitor the implementation of the CSR annual action plan, in accordance with the Companys CSR policy and provisions of applicable laws from time to time.

(vi) Monitor the administrative overheads in pursuance of CSR activities or projects or programs so that they do not exceed the prescribed thresholds. (vii)Such other matters as may be required to be carried out by the Corporate Social Responsibility Committee pursuant to amendment under any law, from time to time.

(viii)

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

Our Company undertakes to comply with the provisions of Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, after listing our Companys Equity Shares on the Stock Exchange in India. Further, the Board of Directors has approved and adopted the policy on insider trading in view of the proposed public offer. Our Company Secretary cum Compliance Officer are responsible for setting forth policies, procedures, monitoring and adhering to the rules for the prevention of price-sensitive information, and in the implementation of the code of conduct under the overall supervision of the Board.

KEY MANAGERIAL PERSONNEL OF OUR COMPANY

Our Company is managed by its Board of Directors, assisted by qualified professionals. In addition to Mr. Vimal Dhar Lalta Prasad Dubey, Managing Director of our Company, whose details are provided in "Our Management Brief profiles of our Directors" on page 207, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth below: Ms. Rasika Mohan Sawan, aged 32 years, is the Chief Financial Officer (CFO) of our Company. She has been associated with our Company from 2025. She has done his CA from The Institute of Chartered Accountants of India, Mumbai and her Master of Commerce (N.G Acharya And D.K Marathe Collage ) from University of Mumbai. She has an experience of more than 3 years in Services across Finance & Auditing, Corporate Taxation organization like KPMG India Services LLP, Envision Next Advisory Services LLP

Mrs. Apurva Mishra, 31 years, is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since March 2025. She is a member of Institute of Company Secretaries of India (ICSI). She is responsible for compliance with statutory and regulatory requirements and for ensuring that decisions of our Board are implemented.

SENIOR MANAGERIAL PERSONNEL OF OUR COMPANY

In addition to the above, the details of our Senior Managerial Personnel in terms of the SEBI ICDR Regulations, as of the date of this Draft Red Herring Prospectus are set forth below: Bipin Mishra, aged 44 years, is the Head of Operation of our Company. He has been associated with our Company since 2008. He holds a Bachelors in Arts from Allahabad University and Master of Business Administration Degree from Allahabad Agriculture Deemed University. He is responsible for achieving excellence in operations and project in the Company.

DETAILS OF ANY ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS, PURSUANT TO WHICH ANY OF THE KEY MANAGERIAL PERSONNEL, WAS SELECTED AS KEY MANAGERIAL PERSONNEL

None of our Key Managerial Personnel have been selected pursuant to any arrangement or understanding with any major shareholders, customers, suppliers to our Company or others.

REMUNERATION/COMPENSATION TO OUR KEY MANAGERIAL PERSONNEL/ SENIOR MANAGERIAL PERSONNEL

Sr. No. Particulars	Salary and perquisites
Apurva Mishra
1. Remuneration (Yearly)	14,50,164
2. Other Perquisite and Benefits	Include:
	House Rent Allowance
	Conveyance Allowance
	Medical Allowance
	City Compensatory Allowance
	Monthly Bonus
	Employee Provident Fund
4. Letter of Appointment	February 27, 2025
Sr. No. Particulars	Salary and perquisites
Rasika Mohan Sawant
1. Remuneration (Yearly)	10,26,600
2. Other Perquisite and Benefits	Include:
	House Rent Allowance
	Conveyance Allowance
	Medical Allowance
	City Compensatory Allowance
	Monthly Bonus
	Employee Provident Fund
4. Letter of Appointment	May 06, 2025
Sr. No. Particulars	Salary and perquisites
Bipin Mishra
1. Remuneration (Yearly)	6,57,492
2. Other Perquisite and Benefits	Include:
	House Rent Allowance
	Conveyance Allowance
	Medical Allowance
	City Compensatory Allowance
	Monthly Bonus
	Employee Provident Fund
4. Letter of Appointment	April 01, 2008

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

There is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior Managerial Personnel which does not form part of their remuneration.

BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

The Company does not have any bonus or profit-sharing plan of the Key Managerial Personnel and Senior Managerial Personnel. All the key managerial personnel as stated above are permanent employees of the Company.

STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANGERIAL PERSONNEL

All of our Key Managerial Personnel and Senior Managerial Personnel are permanent employees of our Company.

PAYMENT OR BENEFIT TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL OF OUR COMPANY

There is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Managerial Personnel.

LOAN TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

No loans and advances have been given to the Key Managerial Personnel and Senior Managerial Personnel as on the date of this Draft Red Herring Prospectus.

SHAREHOLDING OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

None of the Key Managerial Personnel and Senior Managerial Personnel have any shareholding in the Company except as mentioned in the shareholding of the Directors as mentioned in the Chapter "Our Management" on page 207 of this Draft Red Herring Prospectus.

RELATIONSHIP BETWEEN DIRECTORS AND KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

None of the Key Managerial Personnel are related to each other.

INTERESTS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Key Managerial Personnel and Senior Management Personnel of the Company, do not have any interest in the Company other than to the extent of the remuneration, employee stock options held, if any, Equity Shares allotted under employee stock purchase scheme 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.

None of the Key Managerial Personnel have been paid any consideration of any nature from the Company, other than their remuneration.

CHANGES IN THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

The changes in the Key Managerial Personnel and Senior Managerial Personnel in the last three years are as follows:

Particulars	Reason	Date of Appointment / Cessation
Mr. Madhavi Yogesh Mahajan	Appointment as a Company Secretary	01st November 2024
Mr. Ashish Vimaldhar Dubey	Appointment as a CFO	01st November 2024
Mrs Madhavi Yogesh Mahajan	Cessation as Company Secretary of the company.	Cessation as Company Secretary of the company. January 15, 2025
Mr. Ashish Vimaldhar Dubey	Cessation as CFO of the company.	06/05/2025
Mrs. Apurva Mishra	Appointment as a Company secretary	17/03/2025
Ms. Rasika Mohan Sawant	Appointment as a CFO	06/05/2025

EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company does not have any Employee Stock Option Scheme and Employee Stock Purchase Scheme.

ATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL

The attrition of Key Managerial Personnel and Senior Managerial Personnel is not high in our Company compared to the industry.

PAYMENT OF BENEFITS TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGERIAL PERSONNEL OF OUR COMPANY(NON-SALARY-RELATED)

Except for the payment of salaries, perquisites, and reimbursement of expenses incurred in the ordinary course of business and as disclosed in ‘Related Party Transactions under the chapter ‘Restated Financial Statement beginning on page 230 we do not have any performance-linked bonus or profit-sharing plan with any of our officer. Except as stated in the Draft Red Herring Prospectus we have not paid/ given any other benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft Red Herring Prospectus.

RETIREMENT AND TERMINATION BENEFITS

Our Key Managerial Personnel and the Senior Managerial Personnel has not entered into any service contracts with our Company which include termination or retirement benefits. Except for statutory benefits upon termination of their employment in our Company or superannuation, none of the Key Managerial Personnel and Senior Managerial Personnel is entitled to any benefit upon termination of employment or superannuation.