Dhariwalcorp Ltd Directors Report

Under Articles of Association of our Company, the number of directors shall not be less than 3 (three) and not be more than 15 (Fifteen), subject to the applicable provisions of the Companies Act, 2013.

As of the date of this Draft Red Herring Prospectus, our Company has 6 (Six) Directors on the Board, 1 (One) as Chairman & Managing Director, 1 (One) as Whole Time Director, 1 (One) as Executive Director and 3 (Three) as Non-Executive Independent Directors. There are 2 (Two) Woman Directors in our Board.

The details of the Directors are as mentioned in the below table:

Name, Fathers Name, Age, DOB, Designation, Address, Occupation, Nationality, Term and DIN	Date of Appointment/ Re Other Directorships appointment
Name: Mr. Manish Dhariwal	Appointed as Director of the
Fathers Name: Mr. Gautam Chand Dhariwal	Company on June 14, 2020. NilRe-designated as
Age: 42 years	Chairperson
	and Managing Director for a
Date of Birth: August 30, 1981	period of 5 (five) years with
	effect from May 08, 2024.
Designation: Chairman & Managing Director
Address: Sadarpura, 37 KH, Suder Niwas, 8th E Road,
Shastri Nagar, Jodhpur 342003, India
Occupation: Business
Nationality: Indian
Term: Redesignated as Chairman and Managing
Director for a period of 5 (five) years with effect from
May 08, 2024.
DIN: 08762566
Name: Ms. Shakshi Dhariwal	Appointed as Director of the company on June 14, 2020. Nil
Fathers Name: Mr. Anil Palracha
	Re-designated as Whole
Age: 41 years	Time Director of the
	Company on May 08, 2024.
Date of Birth: November 25, 1982
Designation: Whole Time Director
Address: Shobhawaton ki Dhani, Plot No. 12, Khushal
Nagar, Jodhpur 342001, Rajasthan, India
Occupation: Business
Nationality: Indian
Term: Liable to retire by Rotation
DIN: 08762567
Name: Mr. Dilip Dhariwal	Appointed as Additional
	Director of the company on Nil
Fathers Name: Mr. Gautam Chand Dhariwal	December 13, 2023.
Age: 35 years	Appointed as Executive
	Director of the Company on
Date of Birth: November 12, 1987	April 01, 2024.
Designation: Whole Time Director
Address: 37 Kha Sunder Niwas, 8th E Road, Sadarpura,
Jodhpur 342001, Rajasthan, India
Occupation: Business
Nationality: Indian
Term: Liable to retire by rotation
DIN: 10425723
Name: Ms. Monu Rathi	Appointed as Non- Nil
	Executive Independent
Fathers Name: Mr. Om Prakash Kothari	Director of the Company on
	May 08, 2024.
Age: 30 years
Date of Birth: November 14, 1993
Designation: Non-Executive Independent Director Address: 236 A, Shiv Shakti Azad Hind Market, Opp. Barktullah khan stadium, Pal Road, Jodhpur 342003, Rajasthan, India
Occupation: Professional
Nationality: Indian
Term: Appointed as Non-Executive Independent Director with effect from May 08, 2024 for a period of 5 years
DIN: 10600873
Name: Mr. Ashish Mathur	Appointed as Non-
	Executive Independent ? Qnano Advanced
Fathers Name: Mr. Kanhaiya Lalji Mathur	Director of the Company on Materials Private
	May 08, 2024. Limited
Age: 48 years
Date of Birth: January 28, 1976
Designation: Non-Executive Independent Director
Address: 232, Ashapurna City, Pal Road, Jodhpur
342006, Rajasthan, India
Occupation: Business
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director with effect from May 08, 2024 for a period of 5 years
DIN: 09709107
Name: Mr. Amit Sankhla	Appointed as Non-
	Executive Independent ? G M Buildprojects
Fathers Name: Mr. Govind Ram Sankhla	Director of the Company on Private Limited
	May 08, 2024.
Age: 41 Years
Date of Birth: February 12, 1955
Designation: Non-Executive Independent Director
Address: 249, Parihar Nagar, Magra Marg,
Bhadwasiya, K.U.M Mandore Road, Jodhpur 342007,
Rajasthan, India
Occupation: Business
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director with effect from May 08, 2024 for a period of 5
years
DIN: 07056661

BRIEF PROFILE OF OUR DIRECTORS

Mr. Manish Dhariwal, aged 42 years, is the Promoter, Chairman and Managing Director of our Company. He has completed Bachelor of Commerce from Jai Narain Vyas University, Jodhpur, in the year 2001. He is responsible for crafting and implementing the overall strategy of the company. He has been instrumental in managing & leading the operations of the company. He is responsible for the entire management and administration of the Company and brings about innovation through development of products, exploring and evaluating ways of penetrating existing markets and developing new markets in India and abroad. He has over 17 years of experience in Dhariwal Corporation and more than 3 years of experience in our same company.

Ms. Shakshi Dhariwal, aged 41 years, is the Promoter and Whole Time Director of our Company. She has completed her Masters of Commerce from Jai Narain Vyas University, Jodhpur in the year 2005. She has over 16 years of experience in Dhariwal Corporation and more than 3 years of experience in our same company. Her proficiency in sales management and administration has been instrumental in driving our firm towards success.

Mr. Dilip Dhariwal, aged 35 years, is the Executive Director of our Company. He holds a Master Degree in Master of Business Administration from Jain Narain Vyas University, Jodhpur, in the year 2013. He has an experience of around 9 years in Dhariwal Marketing as proprietor-Export expert.

Ms. Monu Rathi, aged 30 years, is the Non-Executive Independent Director of our Company. She has passed the professional competence examination conducted by The Institute of Chartered Accounts of India in year 2015 and has passed final examination of Institute of Cost Accountants of India in the year 2017. Further, She has also passed the Level 1 CFA Exam on January 22, 2018. She is an Associate member of the Institute of Chartered Accounts of India from the year 2016. She has an experience of more than 7 years in the field of finance and accountancy.

Mr. Ashish Mathur, aged 48 years, is the Non-Executive Independent Director of our Company. He has completed his Post Graduate Diploma in Business Management Course with specialization in Marketing from Indian Institute of Rural Management, Jaipur in the year 1998. He is having 15 years of experience in the Marudhar Paints and Polymers.

Mr. Amit Sankhla, aged 41 years, is the Non-Executive Independent Director of our Company. He has completed his

Bachelor of Architecture from the Jai Narayan Vyas University Jodhpur in the year 2005. Further, He holds Masters Degree of Architecture from Yashwantrao Chavan Maharashtra Open University, Nashik in the year 2009. He has more than 9 years of experience as an architect.

CONFIRMATIONS

As on the date of this Draft Red Herring Prospectus:

? None of the Directors of our Company are related to each other as per Section 2(77) of the Companies Act, 2013, except for that:

? Mr. Manish Dhariwal and Ms. Shakshi Dhariwal are related to each other as Husband and Wife.

? Mr. Manish Dhariwal and Mr. Dilip Dhariwal are related to each other as Brothers.

? There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Directors were selected as a director or member of senior management.

? The directors of our Company have not entered into any service contracts with our Company which provides for benefits upon termination of employment.

? None of the Directors are categorized as a wilful defaulter or a fraudulent borrower, as defined under Regulation 2(1) (lll) of SEBI ICDR Regulations.

? None of our Directors are or were directors of any listed Company whose shares have been/were suspended from trading by any of the stock exchange(s) during his/her tenure in that Company in the last five years or delisted from the stock exchange(s) during the term of their directorship in such companies.

? None of our Directors have been declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI

ICDR Regulations, nor have been declared as a ‘fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018.

? None of the Promoters or Directors has been or is involved as a promoters or director 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.

? No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce them to become or to help them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which he is interested, in connection with the promotion or formation of our Company.

DETAILS OF BORROWING POWERS

Pursuant to a Special Resolution passed at an Annual General Meeting of our Company held on May 08, 2024 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 are authorized to borrow monies from time to time, with or without security, 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 20,000.00 Lakhs.

REMUNERATION OF OUR EXECUTIVE DIRECTORS

Mr. Manish Dhariwal

Mr. Manish Dhariwal, has been director of the Company since June 14, 2020. Further, at the Board Meeting of the Company dated May 06, 2024 and Shareholders Resolution dated May 08, 2024, he was Re-designated as the Chairman & Managing Director of our Company for a period of five years with effect from May 08, 2024. The details of his remuneration as revised by our Board on May 08, 2024, for a period of five years, are as stated below:

Particulars	Terms of remuneration
Remuneration	5,00,000/- per month which shall be a sum of up to 60,00,000/- Lakhs per annum.
Other benefits	The director shall be entitled to reimbursement of expenses as decided by Board of Directors of Company from time to time and variable pay to be paid as decided from time to time and other terms and conditions of his employment be decided from time to time.

Ms. Shakshi Dhariwal

Ms. Shakshi Dhariwal has been a Director on the Board of our Company since June 14, 2020. She was appointed as Whole time Director of the Company pursuant to a Board resolution dated May 06, 2024 and Shareholders resolution dated May 08, 2024 with effect from May 08, 2024. The details of her remuneration as revised by our Board on May 06, 2024, for a period of five years, are as stated below:

Particulars	Terms of remuneration
Remuneration	2,00,000/- per month which shall be a sum of up to 24,00,000/- Lakhs per annum.
Other benefits	The director shall be entitled to reimbursement of expenses as decided by Board of Directors of Company from time to time and variable pay to be paid as decided from time to time and other terms and conditions of his employment be decided from time to time.

The compensation payable to our Directors will be governed as per the terms of their appointment and shall be subject to the provisions of Section 2(54), Section 2(94), Section 188, Section 196, Section 197, Section 198 and Section 203 and any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, for the time being in force). The Remuneration / Sitting Fees paid to the Directors during the last F.Y. 2023 - 24 is as follows:

( in Lakhs)

Sr. No.	Name	Designation	Remuneration paid
1.	Mr. Manish Dhariwal	Chairman & Managing Director	36.00
2.	Ms. Shakshi Dhariwal	Whole Time Director	Nil
3.	Mr. Dilip Dhariwal	Executive Director	Nil

SITTING FEES

Pursuant to the Resolution passed by the Board of Directors of our Company on May 06, 2024, the Non-Executive

Independent Directors of our Company would be entitled to a sitting fee of 3,000 /- with effect from May 06, 2024 for attending every meeting of Board and committees thereof.

REMUNERATION PAID OR PAYABLE TO OUR DIRECTORS BY OUR SUBSIDIARIES OR ASSOCIATES

As on the date of this Draft Red Herring Prospectus, we do not have any subsidiaries or associates.

PAYMENT OF BENEFITS (NON-SALARY RELATED)

Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given to any of our directors except the remuneration for services rendered and/or sitting fees as Directors.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS

There is no contingent or deferred compensation payable to our directors, which does not form part of their remuneration.

BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS

None of the Directors are party to any bonus or profit-sharing plan of our Company.

SHAREHOLDING OF OUR DIRECTORS

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

The details of the shareholding of our directors as on the date of this Draft Red Herring Prospectus are as follows:

Sr. No.	Name of the Director	No. of Equity Shares	% of pre issue paid up capital	% of post issue paid up capital
1.	Mr. Manish Dhariwal	32,89,245	49.99%	[?]
2.	Ms. Shakshi Dhariwal	32,89,245	49.99%	[?]
3.	Mr. Dilip Dhariwal	102	Negligible	[?]

INTEREST OF OUR DIRECTORS

All our directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to them by our Company as well as sitting fees, if any, payable to them for attending meetings of our Board or Committees thereof payable to them.

Further our directors may be deemed to be interested to the extent of shareholding held by them in our Company or held by the entities in which they are associated as directors or 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, pursuant to the Issue and any dividend and other distributions payable in respect of such Equity Shares. For the shareholding of the Directors, please refer chapter titled "Our Management Shareholding of our Directors" on page 146 of this Draft Red Herring Prospectus.

Further, relatives of certain of our directors are also shareholders and / or employees of our Company and may be deemed to be interested to the extent of the payment of remuneration made by our Company and dividends declared on the Equity Shares held by them, if any. For the payments that are made by our Company to such relatives of the Directors, see "Restated Financial Statements Annexure XXX - Related Party Transactions" on page 166 of this Draft Red Herring Prospectus.

Except mentioned in the Restated Financial Statements, no loans have been availed or extended by our directors from or to, 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 them to become, or to qualify them as, a director, or otherwise for services rendered by them by such firm or company, in connection with the promotion or formation of our Company.

Except as stated in the heading titled "Properties" under the chapter titled "Our Business", beginning on page 91 of this Draft Red Herring Prospectus, none of our directors have interest in any property acquired or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery.

Except as stated in the chapter titled "Our Business" and "Restated Financial Statements" beginning on page 91 and 166 respectively and to the extent of shareholding in our Company, if any, our directors do not have any other business interest in our Company.

Except Mr. Manish Dhariwal, Ms. Shakshi Dhariwal and Mr. Dilip Dhariwal, who are the Promoters of our Company, none of the other Directors are interested in the promotion of our Company.

CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Sr. No. Name of the Director	Date of Appointment / Change in designation	Reason for Change
1. Mr. Manish Dhariwal	May 08, 2024	Change in Designation to Managing Director
2. Ms. Shakshi Dhariwal	May 08, 2024	Change in Designation to Whole Time Director
3. Mr. Dilip Dhariwal	December 13, 2023	Appointed as Additional Director
4. Mr. Dilip Dhariwal	April 01, 2024	Regularization from Additional Director to Executive
		Director
5. Ms. Monu Rathi	May 08, 2024	Appointed as Non-Executive Independent Director
		May 08, 2024
6. Mr. Ashish Mathur	May 08, 2024	Appointed as Non-Executive Independent Director
		May 08, 2024
7. Mr. Amit Sankhla	May 08, 2024	Appointed as Non-Executive Independent Director
		May 08, 2024
8. Mr. Jinesh Jain	May 06, 2024	Appointed as Chief Financial Officer
9. Ms. Saloni Kachhawaha	May 06, 2024	Appointed as Company Secretary and Compliance Officer

CORPORATE GOVERNANCE

We are in compliance with the requirements of the Companies Act in respect of corporate governance including constitution of the Board and committees thereof. Further, conditions of corporate governance as stipulated in Regulation 17 to 27 of the SEBI LODR Regulations is not applicable to our company in terms of the Regulation 15(2)(b) of the SEBI LODR Regulations. Our Board has been constituted in compliance with the Companies Act. The Board functions either as a full board or through various committees constituted to oversee specific functions.

Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealing with our stakeholders, emphasis on communication and transparent report.

Our Board functions either as a full Board or through the various committees constituted to oversee specific operational areas. As on the date of this Draft Red Herring Prospectus, our Company has Six (6) Directors, 1 (One) as Chairman & Managing Director, 1 (One) as Whole time Director, 1 (One) as Executive Director and 3 (Three) as Non-Executive Non-Independent Director. There is 1 (One) Woman Director in our Board.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors presently has four (4) committees which have been constituted in accordance with the relevant provisions of the Companies Act: (i) Audit Committee, (ii) Stakeholders Relationship Committee, (iii) Nomination and Remuneration Committee, and

Audit Committee: Our Board has constituted the Audit Committee vide Board Resolution dated May 06, 2024 which was in accordance with Section 177 of the Companies Act, 2013. The audit committee comprises of:

Name of the Directors	Nature of Directorship	Designation in Committee
Ms. Monu Rathi	Non-Executive Independent Director	Chairman
Mr. Ashish Mathur	Non-Executive Independent Director	Member
Mr. Manish Dhariwal	Chairman & Managing Director	Member

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

The role of Audit Committee shall include but shall not be restricted to the following:

1. Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. 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;

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements 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 (c) 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; g. Qualifications in the draft audit report; (g) Qualifications in the draft audit report;

5. Reviewing with the management the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an offer (public issue, rights issue, preferential issue, 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

9. 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;

10. Discussion with internal auditors any significant findings and follow up there on;

11. 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;

12. 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;

13. 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;

14. To review the functioning of the Whistle Blower mechanism;

15. Approval of appointment of CFO (or 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;

16. Approval or any subsequent modification of transactions of the company with related parties;

17. Scrutiny of inter-corporate loans and investments;

18. Valuation of undertakings or assets of the Company, whenever it is necessary;

19. Evaluation of internal financial controls and risk management systems;

20. Review of management discussion and analysis report, management letters issued by the statutory auditors, etc;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

22. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision; and 23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Ind AS 24, 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 provision of the Companies Act, the said audit committee shall have such additional functions / features as is contained in this clause.

The Audit Committee enjoys following powers:

i) To investigate any activity within its terms of reference. ii) To seek information from any employee. iii) To obtain outside legal or other professional advice. iv) To secure attendance of outsiders with relevant expertise if it considers necessary.

The Audit Committee shall mandatorily review the following information: i) Management discussion and analysis of financial condition and results of operations; ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management; iii) Management letters / letters of internal control weaknesses issued by the statutory auditors; iv) Internal audit reports relating to internal control weaknesses; and v) The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit Committee. vi) statement of deviations: (a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI LODR Regulations; and (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI LODR Regulations.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

Meeting of Audit Committee and Relevant Quorum

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 for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

Stakeholders Relationship Committee

Our Board has constituted the Stakeholders Relationship Committee vide Board Resolution dated May 06, 2024 pursuant to Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee comprises of:

Name of the Directors	Nature of Directorship	Designation in Committee
Ms. Monu Rathi	Non-Executive Independent Director	Chairman
Mr. Ashish Mathur	Non-Executive Independent Director	Member
Mr. Manish Dhariwal	Chairman & Managing Director	Member

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

This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:

1. 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;

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

3. review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;

4. 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;

5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

6. approve, register, refuse to register transfer or transmission of shares and other securities;

7. sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

8. allotment and listing of shares;

9. authorise affixation of common seal of the Company;

10. issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the

Company;

11. approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

12. dematerialize or rematerialize the issued shares;

13. ensure proper and timely attendance and redressal of investor queries and grievances;

14. carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing agreements (if applicable), as and when amended from time to time; and

15. further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

Meeting of Stakeholders Relationship Committee and Relevant Quorum

The stakeholders Relationship committee shall meet at least four times in a year and shall report to the Board of Directors on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum for a meeting of the Stakeholders Relationship Committee shall be two members present.

Nomination and Remuneration Committee

Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated May 06 2024 pursuant to section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of:

Name of the Directors	Nature of Directorship	Designation in Committee
Ms. Monu Rathi	Non-Executive Independent Director	Chairman
Mr. Ashish Mathur	Non-Executive Independent Director	Member
Mr. Amit Sankhla	Non-Executive Independent Director	Member

The Company Secretary of our Company acts as the Secretary to the Committee.

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

1. 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;

2. for every appointment of an independent director, the Nomination and Remuneration 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 for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

i) use the services of an external agencies, if required; ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and iii) consider the time commitments of the candidates.

3. formulation of criteria for evaluation of Independent Directors and the Board;

4. devising a policy on Board diversity;

5. 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;

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; and

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

Meeting of Nomination and Remuneration Committee and Relevant Quorum

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members. The Committee shall meet as and when required.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING

The provisions of Regulation 9(1) of the SEBI PIT Regulations will be applicable to our Company immediately upon the listing of its Equity Shares on the NSE Emerge. We shall comply with the requirements of the SEBI PIT Regulations on listing of Equity Shares on stock exchange. Further, Board of Directors have formulated and adopted the code of conduct to regulate, monitor and report trading by its employees and other connected persons. The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the board.

ORGANIZATIONAL STRUCTURE

KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are permanent employees of our Company. Below are the details of the Key Managerial Personnel and senior management of our Company:

Key Managerial Personnel of our Company:

Mr. Manish Dhariwal is the Promoter, Chairman & Managing Director of the Company and Ms. Shakshi Dhariwal is the Promoter, Whole Time Director of the company. For detailed profile, see para, "Brief Profile of our Directors" on page 146 of this Draft Red Herring Prospectus.

Mr. Jinesh Jain, aged 31 years, is the Chief Financial Officer of our Company with effect from May 06, 2024. He has completed his Bachelor of Commerce from Jai Narayan Vyas University, Jodhpur in the year 2014 and has also passed Integrated Professional Competence Examination Certificate from the Institute of Chartered Accountants of India in the year 2016. He has around 5 years of experience in field of accounting, taxation and finance. He previously worked with Harism Motors Private Limited. He was paid 5.82 Lakhs as salary in the Fiscal Year 2023-24.

Ms. Saloni Kachhawaha, aged 25 years, is the Company Secretary and Compliance Officer of our Company with effect from May 06, 2024. She is an Associate member of the Institute of Company Secretaries of India from 2021. She is responsible for the Secretarial and Compliance division of our Company. She was not paid any remuneration in the Fiscal Year 2023-24.

Senior Management Personnel of our Company:

In addition to the above, the details of our other Senior Management Personnel in terms of the SEBI ICDR Regulations, as of the date of this Draft Red Herring Prospectus are set forth below:

Mr. Vikash Jain, aged 38 years, is the Administrative Officer of our company. He has completed Masters of He holds degree of Doctor of Philosophy in Commerce from Singhania University in the year 2016. He has more than 4 years of experience in Dhariwal Corporation. He was paid 4.80 Lakhs as salary in the Fiscal Year 2023-24.

STATUS OF OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

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

RELATIONSHIP BETWEEN OUR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

None of our directors are related to each other or to our Key Managerial Personnel and Senior Management. Except as mentioned below:

? Mr. Manish Dhariwal and Ms. Shakshi Dhariwal are related to each other as Husband and Wife.

? Mr. Manish Dhariwal and Ms. Dilip Dhariwal are related to each other as Brothers.

SHAREHOLDING OF THE KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT

Except for the following, none of our KMPs or senior management hold any shares of our Company as on the date of this Draft Red Herring Prospectus.

Sr. No.	Name of the Director	Designation	No. of Equity Shares	Percentage of Pre- Issue Capital (%)
1.	Mr. Manish Dhariwal	Chairman & Managing Director	32,89,245	49.99%
2.	Ms. Shakshi Dhariwal	Whole time Director	32,89,245	49.99%
3.	Mr. Vikash Jain	Senior Management Personnel	Nil	Nil

SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Our Key Managerial Personnel or Senior Management have not entered into any service contracts with our Company which provide for any benefits upon termination of their employment in our Company.

INTEREST OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

None of our Key Management Personnel or Senior Management has any interest in our Company except to the extent of their remuneration, benefits, reimbursement of expenses incurred by them in the ordinary course of business. Our Key Managerial Personnel or Senior Management may also be interested to the extent of Equity Shares, if any, held by them and any dividend payable to them and other distributions in respect of such Equity Shares in future.

ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS/ CUSTOMERS/ SUPPLIERS

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel or senior management have been selected as the Key Managerial Personnel or senior management of our Company.

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

There is no profit-sharing plan for the Key Managerial Personnel or senior management. However, our Company provides performance linked bonus payments, in accordance with their terms of appointment.

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

There is no contingent or deferred compensation payable to our Key Managerial Personnel and senior management, which form part of their remuneration.

EMPLOYEE SHARE PURCHASE AND EMPLOYEE STOCK OPTION PLAN

Our Company does not have an employee stock option scheme as on the date of this Draft Red Herring Prospectus.

PAYMENT OR BENEFIT TO OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

No non salary related amount or benefit has been paid or given to any officer of our Company within the two years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.

CHANGES IN OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN THE LAST THREE YEARS FROM THE DATE OF FILING OF THIS DRAFT RED HERRING PROSPECTUS

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

Name	Designation	Date of Appointment/ Change in designation	Reason for Change
Mr. Manish Dhariwal	Chairman and Managing Director	May 08, 2024	Change in Designation to Managing Director
Ms. Shakshi Dhariwal	Whole Time Director	May 08, 2024	Change in Designation to Whole Time Director
Mr. Jinesh Jain	Chief Financial Officer	May 06, 2024	Appointed as Chief Financial Officer
Ms. Saloni Kachhawaha	Company Secretary and Compliance Officer	May 06, 2024	Appointed as Company Secretary and Compliance Officer

ATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

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

OUR PROMOTERS AND PROMOTER GROUP

As on the date of this Draft Red Herring Prospectus, our Promoters hold 65,78,592 Equity Shares, representing 99.99% of the pre-issued, subscribed and paid-up Equity Share capital of our Company. For details of the build-up of our Promoters shareholding in our Company, please see "Capital Structure" beginning on page 64 of this Draft Red Herring Prospectus.

The details of our Promoters are as under:

Mr. Manish Dhariwal
	Mr. Manish Dhariwal, aged 42 years is the Promoter, Chairman and Managing Director of our Company. For his complete profile along with the details of his date of birth, address, educational qualification, experience in the business, positions/posts held in past, directorships held, other ventures, special achievements, his business and financial activities, please refer to the chapter titled "Our Management" on page 146 of this Draft Red Herring Prospectus.
	Date of Birth: August 30, 1981
	Nationality: Indian
	PAN: AIPPD7057B
	Residential Address: Sadarpura, 37 KH, Sunder Niwas, 8 th E Road, Shastri
	Nagar, Jodhpur - 342003, Rajasthan, India.
	Other Interests:
	??Manish Dhariwal HUF
	??M/s Dhariwal Lace and Thread Factory
Ms. Shakshi Dhariwal
	Ms. Shakshi Dhariwal, aged 41 years is the Promoter, Executive Director of our Company. For her complete profile along with the details of her date of birth, address, educational qualification, experience in the business, positions/posts held in past, directorships held, other ventures, special achievements, her business and financial activities, please refer to the chapter titled "Our Management" on page 146 of this Draft Red Herring Prospectus.
	Date of Birth: November 25, 1982
	Nationality: Indian
	PAN: AKUPD7525R
	Residential Address: Shobhwaton ki dhani, Plot No. 12, Khushal Nagar,
	Jodhpur 342001, Rajasthan, India.
	Other Interests:
	??Manish Dhariwal HUF
	??Vidhan Industries
	Mr. Dilip Dhariwal, aged 36 years is the Promoter, Executive Director of our
	Company. For his complete profile along with the details of his date of birth,
	address, educational qualification, experience in the business, positions/posts
	held in past, directorships held, other ventures, special achievements, her
	business and financial activities, please refer to the chapter titled "Our
	Management" on page 146 of this Draft Red Herring Prospectus.
	Date of Birth: November 12, 1987
	Nationality: Indian
	PAN: ALCPD3541L
	Residential Address: Sadarpura, 37 KH, Sunder Niwas, 8th E Road, Shastri
	Nagar, Jodhpur - 342003, Rajasthan, India.
	Other Interests:
	? Dilip Dhariwal HUF
	? Dhariwal Marketing
	? Dhariwal Lace & Thread Factory

DECLARATION

1. We confirm that the Permanent Account Number, Bank Account number, Passport number, Driving License number Aadhaar Card number of our Promoters shall be submitted to the Stock Exchange at the time of filing of the Draft Red Herring Prospectus with the Stock Exchange.

2. Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as wilful defaulters or fraudulent borrowers by the RBI or any other governmental authority.

3. Our Promoters have not been declared as a fugitive economic offender under the provisions of section 12 of the Fugitive Economic Offenders Act, 2018.

4. No violations of securities law have been committed by our Promoters or members of our Promoter Group or any Group Companies in the past or is currently pending against them. None of (i) our Promoters and members of our Promoter Group or persons in control of or on the boards of bodies corporate forming part of our Group Companies (ii) the Companies with which any of our Promoters are or were associated as a promoter, director or person in control, are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad.

CHANGE IN CONTROL OF OUR COMPANY

There has not been any change in the control of our Company in the five years immediately preceding the date of this Draft Red Herring Prospectus.

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter "Our Management" beginning on page 146 of this Draft Red Herring Prospectus.

INTEREST OF OUR PROMOTERS

Our Promoters do not have any interest in our Company except to the extent of compensation payable / paid, rents on properties owned by them or their relatives but used by our company and reimbursement of expenses (if applicable) and to the extent of any equity shares held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as director, member, partner, and / or trustee, and to the extent of benefits arising out of such shareholding. For further details please see the chapters titled "Capital Structure", "Restated Financial Statements" and

" Our Management" beginning on pages 64, 166 and 146 of this Draft Red Herring Prospectus.

Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered into any contract, agreements or arrangements in which our Promoters are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company and development rights entered into by our Company other than in the normal course of business. For further details, please see chapter titled "Restated Financial Statements" beginning on page 166 of this Draft Red Herring Prospectus.

Our Company is currently promoted by the Promoters in order to carry on its present business. Our Promoters are interested in our Company to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by our Company. Our Promoters may also be deemed to be interested to the extent of Equity Shares held by them and their immediate relatives in our Company and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares in our Company. For details regarding the shareholding of our Promoters in our Company, see the chapter titled "Capital Structure" on page 64 of this Draft Red Herring Prospectus.

Except as stated in the heading titled "Properties" under the chapter titled "Our Business" and "Restated Financial Statements" beginning on page 91 and 166 respectively, of this Draft Red Herring Prospectus, our Promoters have confirmed that they do not have any interest in any property acquired by our Company within three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company as on the date of this Draft Red Herring Prospectus.

Further, other than as mentioned in the chapter titled "Our Business" beginning on page 91 of this Draft Red Herring Prospectus Our Promoters does not have any interest in any land or property acquired by our Company in the three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company or in any transaction with respect to the acquisition of land, construction of building or supply of machinery or any other contract, agreement or arrangement entered into by our Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Our Promoters are not interested as member of a firm or company, and no sum has been paid or agreed to be paid to them or to such firm or company in cash or shares or otherwise by any person either to induce such person to become, or qualify them as a director, or otherwise for services rendered by them or by such firm or company in connection with the promotion or formation of our Company.

Our Promoters who are also the Directors of our Company may be deemed to be interested to the extent of remuneration, commission and reimbursement of expenses payable to them as per the terms of his appointment, the Articles of Association of our Company and relevant provisions of Companies Act. For further information on our Promoter compensation and other details please refer to the chapter titled "Our Management" on page 146 of this Draft Red Herring Prospectus.

Except as mentioned in this chapter and chapters titled "Our Business", "History and Certain Corporate Matters", "Our Management" and "Restated Financial Statements" beginning on pages 91, 142, 146 and 166, respectively, our Promoters do not have any other interest in our Company.

BUSINESS INTERESTS

Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to our Promoters or to such firm or company in cash or shares or otherwise by any person for services rendered by it or by such firm or company in connection with the promotion or formation of our Company.

Our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of filing of this Draft Red Herring Prospectus or proposes to enter into any such contract in which our Promoters are directly or indirectly interested and no payments have been made to it in respect of the contracts, agreements or arrangements which are proposed to be made with it.

PAYMENT OF AMOUNTS OR BENEFITS TO THE PROMOTERS OR PROMOTER GROUP DURING THE LAST TWO YEARS

Except as stated in the chapter titled "Restated Financial Statements" beginning on page 166 of this Draft Red Herring Prospectus, there has been no payment of benefits to our Promoters or Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoter or members of our Promoter Group.

MATERIAL GUARANTEES GIVEN BY OUR PROMOTERS TO THIRD PARTY WITH RESPECT TO EQUITY SHARES

As on the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantees to any third party with respect to the Equity Shares.

OUR PROMOTER GROUP

Apart from our Promoters, as per Regulation 2(1)(pp) of the SEBI ICDR Regulations, the following individuals and entities shall form part of our Promoter Group:

A. Natural Persons who are Part of the Promoter Group

As per Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, the following individuals form part of our Promoter Group:

Name of the Promoter	Name of the Relative	Relationship with the Promoter
	Late Gautam Dhariwal	Father
	Late Madhu Agarwal	Mother
	Ms. Shakshi Dhariwal	Spouse
	Mr. Dilip Dhariwal	Brothers
	Ms. Nisha Sancheti	Sisters
Mr. Manish Dhariwal	Mr. Vidhan Dhariwal	Son
	Ms. Avni Dhariwal	Daughter
	Mr. Anil Kumar Palreha	Spouses Father
	Ms. Kanta Palrecha	Spouses Mother
	Mr. Abhishek Palrecha	Spouses Brother
	Ms. Surbhi Gulecha	Spouses Sisters
	Mr. Anil Kumar Palreha	Father
	Ms. Kanta Palrecha	Mother
	Mr. Manish Dhariwal	Spouse
	Mr. Abhishek Palrecha	Brothers
	Ms. Surbhi Gulecha	Sisters
Ms. Shakshi Dhariwal	Mr. Vidhan Dhariwal	Son
	Ms. Avni Dhariwal	Daughter
	Late Gautam Dhariwal	Spouses Father
	Late Madhu Agarwal	Spouses Mother
	Mr. Dilip Dhariwal	Spouses Brother
	Ms. Nisha Sancheti	Spouses Sisters
	Late Gautam Dhariwal	Father
	Late Madhu Agarwal	Mother
	Ms. Neha Dhariwal	Spouse
	Mr. Manish Dhariwal	Brothers
	Ms. Nisha Sancheti	Sisters
	NA	Son
Mr. Dilip Dhariwal	Ms. Yashika Dhariwal	Daughter
	Ms. Nishika Dhariwal	Daughter
	Late Parasmal Bhansali	Spouses Father
	Mr. Ranju Bhansali	Spouses Mother
	NA	Spouses Brother
	Ms. Twinkle Bhandari	Spouses Sisters
	Ms. Deepmala Kothari	Spouses Sisters

B. Companies / Corporate Entities Forming Part of the Promoter Group

As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, the following Companies/Trusts/ Partnership firms/HUFs or Sole Proprietorships are forming part of our Promoter Group.

Sr. No.	Name of Promoter Group Entity/Company
1.	Manish Dhariwal HUF
2.	M/s Dhariwal Lace and Thread Factory
3.	Vidhan Industries
4.	Dilip Dhariwal HUF
5.	Dhariwal Marketing
6.	Abhay Kumar Sancheti HUF
7.	Padam Shree Enterprises
8.	M/s Mahaveer Enterprises
9.	Bhuwal Craft n Thread

SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY

For details of shareholding of members of our Promoter Group as on the date of this Draft Red Herring Prospectus, please see the chapter titled "Capital Structure" beginning on page 64 of this Draft Red Herring Prospectus.

COMPANIES WITH WHICH THE PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE YEARS

Our Promoters have not disassociated themselves from any companies, firms or entities during the last three years preceding the date of this Draft Red Herring Prospectus.

OUTSTANDING LITIGATIONS

There is no other outstanding litigation against our Promoters except as disclosed in the section titled "Risk Factors" and chapter titled "Outstanding Litigations and Material Developments" beginning on pages 29 and 184 respectively of this Draft Red Herring Prospectus.