Dhoot Transmission Ltd Directors Report

OUR MANAGEMENT

In terms of our Articles of Association and the Companies Act, our Company is required to have not less than three Directors
and not more than 15 Directors, provided that our Shareholders may appoint more than fifteen Directors after passing a special
resolution in a general meeting. As on the date of this Red Herring Prospectus, our Board comprises eight Directors including
two Executive Directors and six Non-Executive Directors, of whom three are Independent Directors (including one Woman
Independent Director).

Our Board

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

Name, designation, address, occupation, term, period of directorship, DIN, date of birth and age	Other directorships
Ajay Seth	Indian Companies:
Designation: Chairman and Independent Director	- Alphagrep Investment Management Private Limited;
Address: Flat No. 1601/ Kalypso Court Tower-5, Jaypee Wish Town, Sector 128, Noida, Maharishi Nagar, Gautam Buddha Nagar,	- Atypical Platform Private Limited; and
Uttar Pradesh 201 304, India	- Quintes Global Private Limited.
Occupation: Consultant	Foreign Companies:
Term: Five years from July 16, 2025 Period of Directorship: Director since July 16, 2025	- Nil
DIN: 00161673
Date of Birth: February 12, 1960
Age: 66 years
Rahul Radhavallabh Dhoot	Indian Companies:
Designation: Managing Director	- Baghunt Private Limited;
Address: Near Youth Hostel, Mangalam, Vishrambaug Colony, Padampura, Aurangabad 431 005, Maharashtra, India	- Deetee Infra Private Limited;
Occupation: Business	- Dhoot Autocomponents Private Limited;
Term: Five years from April 2, 2025	- Dhoot Automotive Systems Private Limited; - Dhoot Electrical Solutions Private Limited (formerly
Period of Directorship: Director since April 28, 1998	known as Dhoot Wirings Systems Private Limited);
DIN: 00273337	- Dhoot Electricals Systems Private Limited;
Date of Birth: March 5, 1973	- Dhoot Holdings Private Limited;
Age: 53 years	- Dhoot Switch Solutions Private Limited;
	- Iotlynx Technologies Private Limited;
	- JECL Engineering Limited;
	- JECL Dhoot Private Limited;
	- Mangalam Capital Private Limited (formerly known as Mangalam Coils Private Limited); and
	- Neuroatlas Private Limited (formerly known as Dhoot Connection Systems Private Limited)
	Foreign Companies:
	- Blue Copper Ventures UK Limited;
	- Dhoot Transmissions GmbH;

 

Name, designation, address, occupation, term, period of directorship, DIN, date of birth and age	Other directorships
	- Dhoot Transmissions Korea Limited;
	- DT Wiring Systems (Thailand) Co. Limited;
	- Dhoot Transmission Vietnam Company Limited;
	- Dhoot Transmission UK Limited;
	- Neuroatlas UK Limited;
	- Parkinsons Harness Technologies Limited;
	- TFC Cables Assemblies Limited; and
	- TFC Cables Assemblies SRO.
Dhiren Vinodrai Sheth	Indian Companies:
Designation: Executive DirectorA	- JECL Engineering Limited.
Address: H. NO. 5/6/27, Flat No. A-4, Konark Estate, Behind Oberai Hotel, Osmanpura, Aurangabad 431 005, Maharashtra, India Occupation: Service	Foreign Companies: - Dhoot Transmissions Korea Limited.
Term: Five years from April 2, 2025, liable to retire by rotation
Period of Directorship: Director since April 2, 2025
DIN: 11023075
Date of Birth: May 2, 1972
Age: 54 years
Saahil Haresh Bhatia	Indian Companies:
Designation: Non-Executive Director*	- Novopor Advanced Science Private Limited; and
Address: Raheja Vivarea, B 403, Jacob Circle, Saat Rasta, Agripada, Mumbai 400 011, Maharashtra, India Occupation: Service Term: With effect from April 2, 2025, liable to retire by rotation	- RSB Transmissions (I) Limited. Foreign Companies: - Nil
Period of Directorship: Director since April 2, 2025
DIN: 10800090
Date of Birth: March 12, 1982
Age: 44 years
Rishi Mandawat#	Indian Companies:
Designation: Non-Executive Director*	- 360 ONE WAM Limited;
Address: 1601, Tower 5, Planet Godrej, K K Marg, Mahalaxmi East, Mumbai 400 011, Maharashtra, India	- 360 ONE Prime Limited;
Occupation: Service	- Bridge Datacentres (Mumbai) Private Limited;
Term: With effect from April 2, 2025, liable to retire by rotation	- Opsmaint (India) Bridge DC Platform Private Limited;
Period of Directorship: Director since April 2, 2025	- Manappuram Finance Limited;
DIN: 07639602	- Novopor Advanced Science Private Limited; and
Date of Birth: October 29, 1979	- RSB Transmissions (I) Limited.

 

Name, designation, address, occupation, term, period of directorship, DIN, date of birth and age	Other directorships
Age: 46 years	Foreign Companies:
	- Nil
Burjor Kersasp Dadachanji	Indian Companies:
Designation: Non-Executive Director*	- Nil
Address: 9, Dhunbad, 23, Sleater Road, Grant Road West, Mumbai 400 007, Maharashtra, India	Foreign Companies:
Occupation: Service	- Nil
Term: With effect from November 24, 2025, liable to retire by rotation
Period of Directorship: Director since November 24, 2025
DIN: 10450176
Date of Birth: July 19, 1979
Age: 47 years
Tarun Dharampal Sharma	Indian Companies:
Designation: Independent Director	- Kinetic Green Energy and Power Solutions Limited;
Address: Building No. B, Flat No, 6, Kumar Parijat, S. No. 15/5. NIBM Road, Near to Star Kidz School, Kondhwa, Pune 411 048,	- Mgneto Resource Management Private Limited; and
Maharashtra, India	- Yodda Elder Care Technologies Private Limited.
Occupation: Business	Foreign Companies:
Term: Five years from September 24, 2025	- Nil
Period of Directorship: Director since September 24, 2025
DIN: 03109849
Date of Birth: February 13, 1971
Age: 55 years
Matangi Gowrishankar	Indian Companies:
Designation: Independent Director	- Anudip Foundation for Social Welfare;
Address: E-1001/1002 Maestros, Salunke Vihar Road, Wanowrie, Pune 411 040, Maharashtra, India	- Akums Drugs and Pharmaceuticals Limited;
Occupation: Human Resource Consultant	- Cohance Lifesciences Limited (formerly known as Suven Pharmaceutical Limited)
Term: Five years from December 23, 2025	- Greenlam Industries Limited;
Period of Directorship: Director since December 23, 2025	- Gujarat Pipavav Port Limited;
DIN: 01518137	- IDFC First Bank Limited;
Date of Birth: February 27, 1958	- Intellecap Advisory Services Private Limited;
Age: 68 years	- Premium Motion Private Limited;
	- Premium Transmission Limited; and
	- Pygmalion Foundation.
	Foreign Companies:
Name, designation, address, occupation, term, period of directorship, DIN, date of birth and age	Other directorships
	- Nil

Nominee of BC Asia Investments XVLimited.

Nominee of Rahul Radhavallabh Dhoot.

Rishi Mandawat, our Non-Executive Director (Nominee of BC Asia Investments XV Limited) is also a director on the board of directors of360 ONE
WAM Limited one of the Book Running Lead Managers to the Offer.

Brief Biographies of Directors

Ajay Seth is the Chairman and Independent Director of our Company. He holds a bachelors degree in commerce (honours)
from University of Delhi. He is an associate member of the Institute of Chartered Accountants of India. He has more than 38
years of experience in the automotive sector. He is currently engaged as consultant with NBV Community Private Limited, a
subsidiary of Suzuki Motor Corporation. He has previously served as principal consultant, and chief financial officer, among
other key positions, with Maruti Suzuki India Limited, chief financial controller with Escorts Limited, deputy general manager
- corporate affairs with JCB India Limited, junior executive - finance and accounts with Eicher Goodearth Limited.

Rahul Radhavallabh Dhoot is our Promoter and the Managing Director of our Company. He has been associated with our
Company since April 28, 1998. He holds a bachelors degree in engineering (electronics and telecommunication) from Dr.
Babasaheb Ambedkar Marathwada University, Aurangabad. He is responsible for shaping and driving our Companys strategic
direction, innovation and growth and has more than 27 years of experience in the automotive sector by virtue of his association
with our Company since 1998. He is currently also associated with DACPL, DASPL, DESPL, and Dhoot UK as a director.

Dhiren Vinodrai Sheth is an Executive Director and Chief Human Resource Officer of our Company. He has been associated
with us, since September 1, 2007. He holds a bachelors degree in engineering (chemical) from Dr. Babasaheb Ambedkar
Marathwada University, Aurangabad. He is responsible for driving the global expansion of the export business and additionally
fulfils the responsibilities of the Chief Human Resources Officer in our Company and has more than 18 years of experience in
the automotive sector by virtue of his association with our Company since 2007.

Saahil Haresh Bhatia is a Non-Executive Director of our Company. He holds a bachelors degree in electrical engineering
from the University of Texas at Austin, Texas and a masters degree in business administration from INSEAD. He has more
than 16 years of experience in investment banking, consulting and private equity. He is currently serving as Partner with Bain
Capital Advisors (India) Private Limited. He has previously served at Temasek Holdings Advisors India Private Limited,
Temasek International Pte. Ltd., Singapore, Barclays Bank PLC, Singapore, Deloitte and Touche USA LLP and Deloitte
Consulting L.P.

Rishi Mandawat is a Non-Executive Director of our Company. He holds a bachelors degree in commerce (honours) in
accounting from Jai Narain Vyas University, Jodhpur, and a post graduate diploma in management from Indian Institute of
Management, Ahmedabad. He is a qualified chartered accountant and has more than 20 years of experience in consulting and
private equity. He is currently serving as partner with Bain Capital Advisors (India) Private Limited. He has previously served
at McKinsey & Company, Inc.

Burjor Kersasp Dadachanji is the Non-Executive Director on the Board of our Company. He holds a bachelors degree in
commerce from the University of Mumbai and a post-graduation diploma in business from the Indian Institute of Management,
Bangalore. He has more than 21 years of experience in healthcare, consulting and banking. He is currently serving as operating
partner with Bain Capital Advisors (India) Private Limited. He has previously served as general manager and director with
Abbott Healthcare Private Limited, principal with Boston Consulting Group (India) Private Limited, and process manager in
the investor services department with J. P. Morgan Services India Private Limited.

Tarun Dharampal Sharma is an Independent Director of our Company. He holds a bachelors degree in engineering (computer
branch) from University of Pune, Pune. He has more than 23 years of experience in the software development sector. He is
currently serving as founder and chief executive officer with Yodda Elder Care Technologies Private Limited. He has previously
served as the chief executive officer with Mgneto Resource Management Private Limited, the chief executive officer among
other key positions with BMC Software India Private Limited, and senior vice president delivery with Virtusa Corporation in
United States of America.

Matangi Gowrishankar is an Independent Director on the Board of our Company. She holds a bachelors degree in arts from
University of Madras, Chennai and an honours diploma in industrial relations and welfare from Xavier Labour Relations
Institute, Jamshedpur. She has more than 28 years of experience in the human resources management sector. She has previously
served with BP India Services Private Limited as director leadership academy, with Cummins India Limited as human resource
leader and with International Computers (India) Limited as vice-president of the human resource department, with Standard
Chartered Bank (India) Limited in their personal banking division, and with Reebok Technical Services Private Limited.

Relationship between our Directors, Key Managerial Personnel and members of the Senior Management

None of our Directors, Key Managerial Personnel or members of our Senior Management are related to each other.

Confirmations

None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this
Red Herring Prospectus, whose shares have been or were suspended from being traded on any of the stock exchange during
their directorship in such companies.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms, or
companies in which they have any interest 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, or company in which they are interested, in connection with the
promotion or formation of our Company.

None of our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers.

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 their directorship in such company.

Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our
Directors were selected as a Director or members of the Senior Management

Except for Dhiren Vinodrai Sheth, who has been appointed on our Board as nominee of our Promoter, Rahul Radhavallabh
Dhoot pursuant to the Shareholders Agreement, and Saahil Haresh Bhatia, Rishi Mandawat, and Burjor Kersasp Dadachanji,
who have been appointed on our Board as nominees of our Corporate Promoter, BC Asia XV pursuant to the Shareholders
Agreement, none of our Directors have been appointed pursuant to any arrangement or understanding with our major
shareholders, customers, suppliers or others.

Terms of appointment of our Directors

Rahul Radhavallabh Dhoot

Pursuant to a resolution passed by our Board dated April 2, 2025, and the employment agreement dated April 2, 2025, Rahul
Radhavallabh Dhoot has been appointed as the Managing Director of our Company for a period of five years, with effect from
April 2, 2025. He receives remuneration from our Company in accordance with the resolution passed by our Board dated March
24, 2026, and our Shareholders dated May 8, 2026.

The details of the remuneration payable to Rahul Radhavallabh Dhoot, as the Managing Director of our Company, are stated
below:

(i) Aggregate salary: Amount not exceeding Rs. 60.60 million per annum:

(ii) Variable pay out as approved by the Nomination and Remuneration Committee; and

(iii) The Company to reimburse, all reasonable travelling, entertainment and other similar out-of-pocket expenses
necessarily and reasonably incurred by Rahul Radhavallabh Dhoot wholly in proper performance of his duties and
responsibilities.

The maximum remuneration payable to Rahul Radhavallabh Dhoot shall not exceed Rs. 200.00 million per annum for the period
of his appointment, i.e., until April 1, 2030.

Dhiren Vinodrai Sheth

In accordance with the resolutions passed by our Board dated March 24, 2026, and our Shareholders dated May 8, 2026, the
details of the remuneration payable to Dhiren Vinodrai Sheth, as an Executive Director of our Company, are stated below:

(i) Aggregate salary: Amount not exceeding Rs. 9.90 million per annum:

(ii) Variable pay out and ESOPs as approved by the Nomination and Remuneration Committee; and

(iii) The Company to reimburse, all reasonable travelling, entertainment and other similar out-of-pocket expenses
necessarily and reasonably incurred by Dhiren Vinodrai Sheth wholly in proper performance of his duties and
responsibilities.

The maximum remuneration payable to Dhiren Vinodrai Sheth shall not exceed Rs. 50.00 million per annum for the period of his
appointment, i.e., until April 1, 2030.

Remuneration to our Directors:

The remuneration paid to our Directors in Fiscal 2026 is as follows:

Remuneration to our Executive Directors

Our Company has paid the remuneration mentioned below to our Executive Directors in Fiscal 2026:

S. No. Name of Director	Total remuneration (Rs. in million)
(a) Rahul Radhavallabh Dhoot	24.00
(b) Dhiren Vinodrai Sheth	8.81

Remuneration to Non-Executive Directors

Our Company has paid the remuneration mentioned below to our Non-Executive Directors in Fiscal 2026:

S. No. Name of Director	Total remuneration (Rs. in million)
(a) Ajay Seth	1.40*
(b) Saahil Haresh Bhatia	Nil
id Rishi Mandawat	Nil
(d) Burjor Kersasp Dadachanji	Nil
(e) Tarun Dharampal Sharma	1.30**
id Matangi Gowrishankar	0.75***

*Does not include commission amounting to ^ 1.56 million accrued for Fiscal 2026 but paid in Fiscal 2027.
**Does not include commission amounting to ^ 1.13 million accrued for Fiscal 2026 but paid in Fiscal 2027.
*** Does not include commission amounting to ^ 0.59 million accrued for Fiscal 2026 but paid in Fiscal 2027.

Remuneration to Independent Directors

Pursuant to the board resolution dated April 23, 2025, shareholders resolutions dated November 24, 2025 and December 24,
2025 and employment agreements entered between the Company and Independent Directors dated September 24, 2025 and
December 24, 2025, our Non-Executive Directors and Independent Directors are entitled to (i) sitting fees of Rs.100,000,
exclusive of applicable taxes, for attending each meeting of the Board of Directors, (ii) sitting fees of Rs.75,000, exclusive of
applicable taxes for attending each meeting of the Audit Committee and (iii) sitting fees of Rs.50,000, excluding applicable taxes
for attending each meeting of the other committees of the Board of Directors. In addition to the sitting fees, each of the
Independent Directors are subject to payment of commission of up to Rs. 2,200,000 (exclusive of taxes, if any).

Remuneration paid or payable to our Directors by our Subsidiaries or associate company

Except for Rahul Radhavallabh Dhoot, who was paid Rs.35.10 million by Dhoot Automotive Systems Private Limited and Rs.21.99
million* by Dhoot Transmission (UK) Limited, none of our Directors have been paid any remuneration by our Subsidiaries, in
their capacity of being a director of our Subsidiaries, including contingent or deferred compensation accrued, during Fiscal
2026. We do not have any associate company as defined under the Companies Act.

*Exchange rate as on March 31, 2026, 1 GBP = ^125.63

Contingent or deferred compensation paid to Directors by our Company

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation accrued for Fiscal 2026 and
payable to any of our Directors, which does not form part of their remuneration.

Bonus or profit-sharing plan of our Directors

Our Company does not have any bonus or profit-sharing plan for our Directors (excluding performance linked incentive which
is part of their remuneration).

Service contracts with Directors

None of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits
upon termination of employment.

Shareholding of our Directors in our Company

Our Directors are not required to hold any qualification Equity Shares under our Articles of Association.

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

Name of the Director	Number of Equity Shares held	Shareholding (%)
Rahul Radhavallabh Dhoot	56,293,083	29.87

Interest of Directors

Our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of our Board or a
committee thereof, to the extent of other remuneration and reimbursement of expenses, if any, payable to them by our Company

under our Articles of Association and their respective appointment letters, and to the extent of remuneration paid to them for
services rendered as an officer or employee of our Company. For further details, see Remuneration to our Directors", on
page 333.

Our Directors may also be deemed to be interested to the extent of the Equity Shares or employee stock options held by them,
as disclosed in "- Shareholding of our Directors in our Company" and "Capital Structure - Employee stock options plans" on
pages 334 and 115, respectively, together with dividends and other distributions in respect of such Equity Shares held by them
or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or held by their
relatives. Our Directors may also be deemed to be interested in the contracts, agreements, arrangements entered into or to be
entered into by our Company in the normal course of business with any company in which they hold directorships or any
partnership firm in which they are partners. For further details, see "Restated Consolidated Financial Information - Note 42:
Related Party Transaction" on page 430.

Our Directors may also be deemed to be interested to the extent of any directorships or equity shares held by them in our
Subsidiaries.

Except as disclosed in "Our Promoters and Promoter Group-Interest of our Promoter", none of our Directors have any interest
in any property acquired or proposed to be acquired by our Company.

Except as disclosed in "Our Promoters and Promoter Group-Interest of our Promoter", none of our Directors have any other
interest in our Company or in any transaction by our Company including, for acquisition of land, construction of buildings or
supply of machinery.

None of our Directors have availed loans from our Company or its Subsidiaries.

There is no conflict of interest between any of our Directors and the suppliers of raw materials, third party service providers
and lessors of immoveable properties, crucial for operations of our Company.

Interest in the promotion and formation of our Company

Except for Rahul Radhavallabh Dhoot, who is one of the Promoters of our Company, none of our Directors have any interest
in the promotion and formation of our Company.

Changes in our Board in the last three years

Details of the changes in our Board in the last three years preceding the date of this Red Herring Prospectus are set forth below:

Name	Date of Appointment/ Change/ Cessation	Reason
Matangi Gowrishankar	December 23, 2025	Appointment as an Independent Director
Burjor Kersasp Dadachanji	November 24, 2025	Appointment as a Non-Executive Director
Tarun Dharampal Sharma	September 24, 2025	Appointment as an Independent Director
Ajay Seth	July 16, 2025	Appointment as an Independent Director
Rahul Radhavallabh Dhoot	April 2, 2025	Re-designated as the Managing Director from Director
Dhiren Vinodrai Sheth	April 2, 2025	Appointment as an Executive Director
Saahil Haresh Bhatia	April 2, 2025	Appointment as a Non-Executive Director
Rishi Mandawat	April 2, 2025	Appointment as a Non-Executive Director
Anupama Rahul Dhoot	April 2, 2025	Resigned as Director

Borrowing Powers of our Board of Directors

In accordance with the provisions of the Articles of Association and pursuant to a resolution of the Board dated December 23,
2025 and a special resolution of our shareholders dated December 24, 2025 and subject to applicable laws, our Board is
empowered to borrow money for and on behalf of the Company from time to time as deemed by it to be requisite and proper
for the business of the Company, but so that the moneys to be borrowed together with the moneys already borrowed by the
Company shall not exceed Rs. 20,000.00 million in excess of the aggregate of its paid share capital and free reserves of the
Company as per the latest annual audited financial statements, apart from temporary loans obtained from the Companys bankers
in the ordinary course of business.

Corporate Governance

The provisions of the Companies Act along with the SEBI Listing Regulations, with respect to corporate governance, will be
applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in
compliance with the requirements of the applicable regulations in respect of corporate governance in accordance with the SEBI
Listing Regulations, and the Companies Act, including those pertaining to the constitution of the Board and committees thereof.

As on the date of this Red Herring Prospectus, we have 8 Directors on our Board, comprising 2 Executive Directors, 6 Non-
Executive Directors including 3 Independent Directors. Our Company has 1 woman Independent Director.

In compliance with Section 152 of the Companies Act, not less than two-thirds of the Directors (excluding Independent
Directors) are liable to retire by rotation.

Committees of our Board

Details of the Committees required under SEBI Listing Regulations and the Companies Act are set forth below. In addition to
the Committees of our Board described below, our Board of Directors may, from time to time, constitute committees for various
functions.

Audit Committee

The members of the Audit Committee are:

Sr. No. Name of Director	Committee Designation
1. Aiay Seth (Independent Director)	Chairperson
2. Tarnn Dharampal Sharma (Independent Director)	Member
3. Saahil Haresh Bhatia (Non-Executive Director)	Member

Further, our Company Secretary shall act as a secretary to the Audit Committee. The Audit Committee is required to meet at
least four times in a year, with not more than 120 days elapsing between two meetings under Regulation 18(2)(a) of the SEBI
Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the members of
the Audit Committee, whichever is greater, with at least two independent directors.

The Audit Committee was constituted by way of a resolution passed by our Board on November 24, 2025.

The terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act and the SEBI Listing
Regulations, and its terms of reference are as disclosed below:

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

2. recommendation for appointment, remuneration, replacement and terms of appointment of auditors including the
internal auditor, cost auditor and statutory auditor of the Company and the fixation of audit fee;

3. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. reviewing, with the management, the annual financial statements and auditors report thereon before submission to the
board for approval, with particular reference to:

i. 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;

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 of the
Company;

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; and

vii. qualifications/modified opinion(s) in the draft audit report.

5. reviewing, with the management, the quarterly, half-yearly, and annual financial statements before submission to the
board for approval;

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

7. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. formulating a policy on related party transactions, which shall include materiality of related party transactions;

9. approval, review or any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company

Explanation: The term "relatedparty transactions " shall have the same meaning as provided in Regulation 2(1)(zc)
of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013;

10. review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to
each of the omnibus approvals given;

11. scrutiny of inter-corporate loans and investments;

12. valuation of undertakings or assets of the Company, wherever it is necessary;

13. evaluation of internal financial controls and risk management systems;

14. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control

systems;

15. 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;

16. discussion with internal auditors of any significant findings and follow up thereon;

17. 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;

18. 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;

19. 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;

20. recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and
approval for payment for any other services;

21. to review the functioning of the whistle blower mechanism;

22. approval of appointment of chief financial officer of the Company (i.e., the whole-time finance director or any other
person heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;

23. identification of list of key performance indicators and related disclosures in accordance with the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, for the
purpose of the Companys proposed initial public offering;

24. approving the key performance indicators for disclosure in the offer documents, and approval of KPIs once every year,
or as may be required under applicable law;

25. carrying out any other function as is mentioned in the terms of reference of the audit committee or as required as per
the provisions of the SEBI Listing Regulations, 2015, the SEBI ICDR Regulations, each as amended and other
applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate
for the performance of its duties;

26. to formulate, review and make recommendations to the Board to amend the Audit Committees terms of reference
from time to time;

27. reviewing the utilization of loans and/ or advances from/investment by the Company in its subsidiary exceeding Rs.1,000
million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

28. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the Company and its shareholders;

29. monitoring the end use of funds raised through public offers and related matters;

30. reviewing compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 as amended and verifying that the systems for internal control are adequate and are operating effectively;

31. carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing Regulations, SEBI
ICDR Regulations, each as amended and other applicable laws or by any regulatory authority and performing such
other functions as may be necessary or appropriate for the performance of its duties; and

32. to carry out such other functions as may be specifically referred to the Audit Committee by the Board and/or other
committees of directors of the Company.

The Audit Committee shall mandatorily review the following information:

(a) management discussion and analysis of financial condition and results of operations;

(b) management letters / letters of internal control weaknesses issued by the statutory auditors;

(c) internal audit reports relating to internal control weaknesses; and

(d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.

(e) statement of deviations in terms of the SEBI Listing Regulations:

i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations, as amended.

ii. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations, as amended.

(f) Such information as may be prescribed under the Companies Act, and the rules thereunder, SEBI ICDR
Regulations and the SEBI Listing Regulations, each as amended.

(g) To carry out such other functions as may be specifically referred to the Committee by the Board of Directors
of the Company;

(h) To make available its terms of reference and review periodically those terms of reference and its own
effectiveness and recommend any necessary changes to the Board; and

(i) To review the financial statements, in particular, the investments made by an unlisted subsidiary."
Nomination and Remuneration Committee

The members of the Nomination and Remuneration Committee are:

Sr. No. Name of Director	Committee Designation
1. Matangi Gowrishankar (Independent Director)	Chairperson
2. Tarun Dharampal Sharma (Independent Director)	Member
3. Burjor Kersasp Dadachanji (Non-Executive Director)	Member

The Nomination and Remuneration Committee was constituted by way of resolution passed by our Board on December 23,
2025.

The terms of reference of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies
Act and the SEBI Listing Regulations, and its terms of reference are as disclosed below:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors of the Company ("Board") a policy relating to the remuneration of the directors,
key managerial personnel and other employees ("Remuneration Policy"). The Nomination and Remuneration
Committee, while formulating the Remuneration Policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run our Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company and its goals.

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 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 performance of independent directors and the Board;

4. devising a policy on Board diversity;

5. identifying persons who are qualified to become directors of the Company 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;

6. analysing, monitoring and reviewing various human resource and compensation matters;

7. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation
structure/policy;

8. 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;

9. determining the Companys policy on specific remuneration packages for executive directors including pension rights
and any compensation payment, and determining remuneration packages of such directors

10. recommend to the Board, all remuneration, in whatever form, payable to senior management;

11. carrying out any other activities as may be delegated by the Board and functions required to be carried out by the
Nomination and Remuneration Committee as provided under the Companies Act, 2013, the Securities and Exchange
Board of India Listing Regulations, 2015 or any other applicable law, as and when amended from time to time;

12. administering, monitoring and formulating detailed terms and conditions of the employee stock options scheme/ plan
approved by the board and the members of the company in accordance with the terms of such scheme/ plan, if any;
and

13. construing and interpreting the ESOP Schemes and any agreements defining the rights and obligations of the company
and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations
relating to the administration of the ESOP Schemes."

The Nomination and Remuneration Committee is designated as the compensation committee for the purposes of the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as
amended, and shall perform such functions as are required to be performed by the compensation committee including
the following:

(a) administering the employee stock option plans of the Company, as may be required;

(b) determining the eligibility of employees to participate under the employee stock option plans of the Company;

(c) granting options to eligible employees and determining the date of grant;

(d) determining the number of options to be granted to an employee;

(e) determining the exercise price under the employee stock option plans of the Company;

(f) the conditions under which option may vest in employee and may lapse in case of termination of employment
for misconduct;

(g) the exercise period within which the employee should exercise the option and that option would lapse on
failure to exercise the option within the exercise period;

(h) the right of an employee to exercise all the options vested in him at one time or at various points of time
within the exercise period;

(i) re-pricing of the options which are not exercised, whether or not they have been vested if stock option
rendered unattractive due to fall in the market price of the equity shares;

(j) allow exercise of unvested options on such terms and conditions as it may deem fit;

(k) forfeiture/ cancellation of options granted;

(l) construing and interpreting the employee stock option plans of the Company and any agreements defining
the rights and obligations of the Company and eligible employees under the employee stock option plans of
the Company, and prescribing, amending and/or rescinding rules and regulations relating to the administration
of the employee stock option plans of the Company;

(m) framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:

(i) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended;

(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, as amended; and

(iii) SEBI Listing Regulations,

by the Company and its employees, as applicable

(n) such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI Listing Regulations.
Stakeholders Relationship Committee

The members of the Stakeholders Relationship Committee are:

Sr. No. Name of Director	Committee Designation
1. Matangi Gowrishankar (Independent Director)	Chairperson
2. Dhiren Vinodrai Sheth (Executive Director)	Member
3. Burjor Kersasp Dadachanji (Non-Executive Director)	Member

The Stakeholders Relationship Committee was constituted by way of resolution passed by our Board on December 23, 2025.

The terms of reference of the Stakeholders Relationship Committee are in accordance with Section 178 of the Companies Act and the SEBI Listing Regulations. The terms of reference of the Stakeholders Relationship Committee include the following:

1. resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, allotment of shares, non-receipt of annual report, non-receipt of declared dividends, non-receipt of share
certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of balance
sheet, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such
complaints;

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 being 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;
and

5. carrying out any other functions required to be carried out by the Stakeholders Relationship Committee as contained
in the Companies Act, Securities and Exchange Board of India Listing Regulations, 2015 or any other applicable law,
as and when amended from time to time."

The Stakeholders Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of the SEBI

Listing Regulations.

Corporate Social Responsibility Committee

The members of the Corporate Social Responsibility Committee are:

Sr. No. Name of Director	Committee Designation
1. Tarun Dharampal Sharma (Independent Director)	Chairperson
2. Matangi Gowrishankar (Independent Director)	Member
3. Burjor Kersasp Dadachanji (Non-Executive Director)	Member

The Corporate Social Responsibility Committee was constituted by way of a resolution passed by our Board on September 1,
2014 and was last re-constituted by way of a resolution passed by our Board on March 24, 2026. The scope and function of the
Corporate Social Responsibility Committee is in accordance with Section 135 of the Companies Act.

The terms of reference of the Corporate Social Responsibility Committee include the following:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others, the
guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual
action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

2. To review and recommend the amount of expenditure to be incurred on the activities referred to in (1) above and
amount to be incurred for such expenditure shall be as per the applicable law

3. To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

4. To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities,
being at least two-percent of the average net profits of the Company made during the three immediately preceding
financial years in pursuance of its corporate social responsibility and the distribution of the same to various corporate
social responsibility programmes undertaken by the Company;

5. To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated
responsibilities;

6. To review and monitor the Corporate Social Responsibility Policy of the company and its implementation from time
to time, and issuing necessary directions as required for proper implementation and timely completion of corporate
social responsibility programmes;

7. To do such other acts, deeds and things as may be required to comply with the applicable laws;

8. To take note of the Compliances made by implementing agency (if any) appointed for the corporate social
responsibility of the Company;

9. The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan
in pursuance of its corporate social responsibility policy, which shall include the following:

(i) the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas
or subjects specified in Schedule VII of the Companies Act.

(ii) the manner of execution of such projects or programmes as specified in the rules notified under the Companies
Act;

(iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes;

(iv) monitoring and reporting mechanism for the projects or programmes; and

(v) details of need and impact assessment, if any, for the projects undertaken by the Company

Provided that the Board may alter such plan at any time during the financial year, as per the recommendations of the
Corporate Social Responsibility Committee, based on the reasonable justification to that effect; and

10. To perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act,
2013 or by the Securities and Exchange Board of India Listing Regulations, 2015 or statutorily prescribed under any
other law or by other regulatory authority.

Risk Management Committee

The members of the Risk Management Committee are:

Sr. No. Name of Director	Committee Designation
1. Ajay Seth (Independent Director)	Chairperson
2. Rahul Radhavallabh Dhoot (Managing Director)	Member
3. Saahil Haresh Bhatia (Non-Executive Director)	Member
4. Nitinkumar Dagdulal Kalani (Chief Financial Officer)	Member

The Risk Management Committee was constituted by way of a resolution passed by our Board on December 23, 2025. The
scope and functions of the Risk Management Committee are in accordance with the SEBI Listing Regulations.

The terms of reference of the Risk Management Committee include the following:

1. to formulate a detailed risk management policy which shall include:

i. a framework for identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the Risk Management Committee;

ii. measures for risk mitigation including systems and processes for internal control of identified risks; and

iii. business continuity plan.

2. to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;

3. to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;

4. to periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;

5. to keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;

6. the appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee;

7. to seek information from any employee, obtain outside legal or other professional advice and secure attendance of
outsiders with relevant expertise, if it considers necessary;

8. to decide the risk tolerance limits and assess the costs and benefits associated with risk exposure;

9. to formulate and implement a fraud monitoring policy for effective deterrence, prevention, detection and mitigation of
fraud;

10. framing, implementing, reviewing and monitoring the risk management plan for the Company and such other
functions, including cyber security, as may be delegated by the Board;

11. laying down risk assessment and minimization procedures and the procedures to inform Board of the same;

12. to review the solvency position of the Company on a regular basis; and

13. any other similar or other functions as may be laid down by Board from time to time and/or as may be required under
applicable law, as and when amended from time to time, including the Securities and Exchange Board of India Listing
Regulations, 2015.

The Risk Management Committee is required to meet at least twice in a year under Regulation 21(3A) of the SEBI Listing
Regulations.

Apart from the committees above, our Board has also constituted an IPO Committee for administering various matters in
relation to the Offer and an operations committee to approve operational matters in connection with our business, including
business plans and annual budgets.

Key Managerial Personnel of our Company

In addition to Rahul Radhavallabh Dhoot, Managing Director, and Dhiren Vinodrai Sheth, Executive Director of our Company
whose details are provided in "- Brief biographies of our Directors" on page 332, the details of our other Key Managerial
Personnel in terms of the SEBI ICDR Regulations, as on the date of this Red Herring Prospectus are set forth below:

Nitinkumar Dagdulal Kalani is the Chief Financial Officer of our Company. He has been associated with our Company since
April 30, 2025. He holds a bachelors degree in commerce from the University of Pune. He is a fellow member of the Institute
of Chartered Accountants of India and is a Chartered Financial Analysts charter holder from the Council of Chartered Financial
Analysts Institute, USA. He was placed on an all-India merit rank in the final examination held by the Institute of Chartered
Accountants of India in May 2004. He has also passed the final examination held by the Institute of Company Secretaries of
India. He is responsible for strategy, corporate finance, mergers and acquisitions, cost efficiencies and information and
technology functions in our Company and has over 20 years of experience in the finance sector. Before his association with our
Company, he was associated with Greenply Industries Limited, Varroc Engineering Limited, KEC International Limited, Rabo
India Finance Limited, Credit Suisse Business Analytics (India) Private Limited, and Tata Motors Limited. During the Financial
Year 2026, he received a remuneration of Rs.15.98 million (excluding Rs.3.50 million of deferred compensation accrued for Fiscal
2026 but paid in Fiscal 2027) from our Company.

Amey Deeliprao Jogas is the Company Secretary and Compliance Officer of our Company. He has been associated with our
Company since November 5, 2025. He holds a bachelors degree in commerce in human resources management from Dr.
Babasaheb Ambedkar Marathwada University, Aurangabad and also holds a degree of bachelor of laws (general) from Dr.
Babasaheb Ambedkar Marathwada University, Aurangabad, and is an associate member of the Institute of Company Secretaries
of India. He is responsible for handling company secretarial functions in our Company and has over 10 years of experience in
the secretarial sector. Before his association with our Company, he was associated with NPCI BHIM Services Limited, Varroc
Polymers Private Limited, Piramal Enterprises Limited, The Quopn Company Private Limited, and Skyzen Infrabuild Private
Limited. During the Financial Year 2026, he received a remuneration of Rs.1.30 million (excluding Rs.0.20 million of deferred
compensation accrued for Fiscal 2026 but payable in Fiscal 2027) from our Company.

Members of the Senior Management of our Company

In addition to Nitinkumar Dagdulal Kalani, the Chief Financial Officer of our Company and Amey Deeliprao Jogas, Company
Secretary and Compliance Officer of our Company, whose details are provided in "- Key Managerial Personnel of our
Company" on page 344, the details of our other members of the Senior Management in terms of the SEBI ICDR Regulations,
as on the date of this Red Herring Prospectus are set forth below:

Naveen Kumar is the Chief Executive Officer - India (Wiring Harness & Electronics) of our Company. He has been associated
with our Company since September 29, 2025. In this role with our Company, he provides overall leadership and strategic
direction, driving business growth, operational excellence, and sustainable value creation. He also plays a pivotal role in
organizational transformation, governance, and long-term strategic development of our Company. He holds a bachelors degree
in mechanical engineering from Manipal Institute of Technology, Karnataka and has completed senior management programme
from the Indian Institute of Management Calcutta. Before his association with our Company, he has previously served with
Napino Auto and Electronics Limited, Subros Limited, Varroc Engineering Private Limited, Arvin Exhaust India Private
Limited and the Indian Seamless Metal Tubes Limited. During the Financial Year 2026, he received a remuneration of Rs.18.50
million from our Company.

Gurpal Singh is the Chief Executive Officer - International Operations of our Company and managing director of our
subsidiary, Dhoot Transmission UK Limited. He has been associated with our Company since July 1, 2025. He is responsible
for driving overall business expansion and growth initiatives at Dhoot Transmission UK Limited. He leads business
development efforts for the United Kingdom market. He holds a bachelors degree in engineering (electronics and
telecommunication) from Dr. Babasaheb Ambedkar Marathwada University, Aurangabad. Before his association with our
Company, he has previously served with Nokia UK Limited and Vodafone Group Services Limited. During the Financial Year
2026, he received a remuneration of Rs.18.85 million* from our Subsidiary, Dhoot Transmission UK Limited.

*Exchange rate as on March 31, 2026, 1 GBP = ^125.63

Somshekhar Sharnappa Patil is the Chief Financial Officer of DESPL, a subsidiary of our Company. He has been associated
with our Company since August 5, 1999. He oversees finance operations and accounts function at DESPL, a subsidiary of our
Company. In this role, he ensures financial governance, compliance, and supports business operations. He holds a masters in
business administration degree from Tilak Maharashtra Vidyapeeth (Deemed to be University), Pune. During the Financial Year
2026, he received a remuneration of Rs.7.69 million from our Subsidiary, DESPL.

Status of Key Managerial Personnel and members of the Senior Management

As on the date of this Red Herring Prospectus, except for Gurpal Singh and Somshekhar Sharnappa Patil, who are employees
of our Subsidiaries namely Dhoot Transmission UK Limited and DESPL, respectively, all our Key Managerial Personnel and
members of the Senior Management are permanent employees of our Company.

Shareholding of Key Managerial Personnel and members of the Senior Management in our Company

Except as disclosed in "Capital Structure - Shareholding of our Promoters, directors of our corporate Promoter, the Promoter
Group, Directors, Key Managerial Personnel and Senior Management" on page 109, none of our Key Managerial Personnel
and members of the Senior Management hold any Equity Shares in our Company.

Bonus or Profit-Sharing Plans of the Key Managerial Personnel and members of the Senior Management

Our Company does not have any bonus or profit-sharing plan, for our Key Managerial Personnel and members of the Senior
Management (excluding performance linked incentive which is part of their remuneration).

Interests of Key Managerial Personnel and members of the Senior Management

Our Key Managerial Personnel and members of the Senior Management do not have any interests in our Company, other than
to the extent of (i) the remuneration or benefits to which they are entitled in accordance with the terms of their appointment or
reimbursement of expenses incurred by them during the ordinary course of business by our Company; (ii) the Equity Shares
and employee stock options held by or on behalf of them, if any, and any dividend payable to them and other benefits/
distributions arising out of such shareholding and (iii) as provided in "- Interest of Directors on page 334. For details, see "-
Shareholding of the Key Managerial Personnel and members of the Senior Management and "Capital Structure - Employee
stock options plans" on pages 345 and 115, respectively.

There is no conflict of interest between any of our Key Managerial Personnel and the suppliers of raw materials, third party
service providers and lessors of immoveable properties, crucial for operations of our Company.

Contingent and deferred compensation payable to our Key Managerial Personnel and members of the Senior
Management

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation which accrued to our Key
Managerial Personnel and members of the Senior Management for Financial Year 2026, which does not form part of their
remuneration for such period.

Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our Key
Managerial Personnel and members of the Senior Management have been appointed as a Key Managerial Personnel
and members of the Senior Management

None of our Key Managerial Personnel and Senior Management Personnel have been appointed pursuant to any arrangement
or understanding with major shareholders, customers, suppliers or others.

Service Contracts with Key Managerial Personnel and members of the Senior Management

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, none of our
Key Managerial Personnel and Senior Management Personnel have entered into a service contract with our Company pursuant
to which they are entitled to any benefits upon termination of employment.

Changes in Key Managerial Personnel and members of the Senior Management

Other than as disclosed in "Changes in our Board in the last three years" on page 335, the changes in the Key Managerial
Personnel and members of the Senior Management in the preceding three years are as follows:

Name	Designation	Date of change	Reason for change
Amey Deeliprao Jogas	Compliance Officer	December 23, 2025	Appointed as Compliance Officer of the Company
Amey Deeliprao Jogas	Company Secretary	December 10, 2025	Appointed as Company Secretary of the Company
Preeti Surle	Company Secretary	December 9, 2025	Resigned as Company Secretary of the Company
Nitinkumar Dagdulal Kalani	Chief Financial Officer	November 24, 2025	Appointed as Chief Financial Officer of the Company
Naveen Kumar	Chief Executive Officer - India (Wiring Harness and Electronics)	September 29, 2025	Appointed as Chief Executive Officer - India (Wiring Harness and Electronics)
Gurpal Singh	Chief Executive Officer - International Operations of the Company and managing director - Dhoot Transmission UK Limited	July 1, 2025	Appointed as Chief Executive Officer - International Operations of the Company, and managing director of Dhoot Transmission UK Limited

Our Company does not have a high attrition rate of Key Managerial Personnel and members of the Senior Management as
compared to the industry.

Payment or benefit to Key Managerial Personnel and members of the Senior Management

No non-salary amount or benefit has been paid or given to any officer of our Company including Key Managerial Personnel or
members of the Senior Management, within the two years preceding the date of this Red Herring Prospectus or is intended to
be paid or given, other than in the ordinary course of their employment or any employee stock options, for services rendered as
officers of our Company, or dividend that may be payable in their capacity as Shareholders. For details of the related party
transactions, see "Restated Consolidated Financial Information - Note 42: Related Party Transaction" on page 430.

Employee Stock Options

For details of employee stock options provided to our Directors, Key Managerial Personnel and members of the Senior
Management, see "Capital Structure - Employee stock option plans" on page 115.

OUR PROMOTERS AND PROMOTER GROUP

The Promoters of our Company are Rahul Radhavallabh Dhoot and BC Asia XV.

As on the date of this Red Herring Prospectus, our Promoters, in aggregate, hold 159,943,945 Equity Shares of face value of
Rs.2 each, representing 84.87% of the issued, subscribed and paid-up Equity Share capital of our Company, on a fully diluted
basis. For further details, please see "Capital Structure - History of the share capital held by our Promoters" on page 107.

Details of our Promoters

Rahul Radhavallabh Dhoot

H Rahul Radhavallabh Dhoot, bom on March 5, 1973, aged 53 years, is one of our Promoters and is also

the Managing Director of our Company. He resides at Near Youth Hostel, Mangalam, Vishrambaug
Colony, Padampura, Aurangabad 431005, Maharashtra, India. For a complete profile of Rahul
Radhavallabh Dhoot, along with details of his educational qualifications, professional experience and
posts held in the past, directorships held, other ventures, and business and financial activities, see "Our
Mcmagement-Our Board, "Our Management-Brief Biographies of Directors and Entities forming
part of Promoter Group" on pages 329, 332 and 350, respectively. His PAN is AERPD6888C.

Our Company confirms that the PAN, bank account number, passport number, aadhaar card number, and driving license number
of Rahul Radhavallabh Dhoot has been submitted to the Stock Exchanges at the time of filing of the Pre-filed Draft Red Herring
Prospectus.

BC Asia Investments XV Limited ("BC Asia XV")

Corporate Information

BC Asia XV was incorporated on March 13, 2023, as a private limited company under the laws of Republic of Mauritius,
pursuant to a certificate of incorporation issued by the Registrar of Companies, Mauritius. The registered office of BC Asia XV
is at Ground Floor, Block 3, The Strand, Lakeside District, Beau Plan 21001, Mauritius. Its company number is 195303. BC
Asia XV is part of the Bain Capital group.

Nature of Business

BC Asia XV is authorized to (i) engage in any global business or global businesses under the Financial Services Act of Mauritius
whatsoever, which are not prohibited under the laws for the time being in force in the Republic of Mauritius, and (ii) do all such
other things as are incidental to, or the company may think conducive to the conduct, promotion or attainment of the above
objects of the company, including but not limited to investing into loans and other debt instruments and accepting and taking
the benefit of any charge, mortgage, pledge or other encumbrance as security for such loans and other debt instruments.

Board of directors of BC Asia XV

The board of directors of BC Asia XV as on the date of this Red Herring Prospectus is as follows:

S. No. Name	Designation
1. Heerdaye Jungbandhan	Director
2. Numesh Nunkoo	Director
3. James Henry Hildebrandt	Director

Shareholders of BC Asia XV

As on the date of this Red Herring Prospectus, the details of the shareholders of BC Asia XV are as follows:

Name	Number of shares of face value $1	Percentage (%)
BC Asia Investments XXIII Limited	365,782,017.66*	100
Total	365,782,017.66*	100

* Per ordinary share value is at no par value and are fully paid at US$1 per share

Capital Structure of BC Asia XV

Particulars	Amount (in $)
Issued and Paid-up capital
365,782,017.66 shares of $1 each	$365,782,017.66

Details of change in control

Except as stated below, there has been no change in control of BC Asia XV in the last three years preceding the date of this Red
Herring Prospectus.

Prior to BC Asia Tranche 1 Acquisition, BC Asia Investments XXIII Limited acquired the entire share capital of BC Asia XV
from APAC Investments IV Limited on December 4, 2024.

Promoter of BC Asia XV

BC Asia Investments XXIII Limited is the promoter of BC Asia XV BC Asia Investments XXIII Limited is a private company
limited by shares, incorporated on October 16, 2024, under the laws of Mauritius and its company registration number is 214281

As on the date of the date of this Red Herring Prospectus, no natural person, directly or indirectly, holds 15% or more voting
rights in BC Asia Investments XXIII Limited.

Board of directors of BC Asia Investments XXIII Limited

The board of directors of BC Asia Investments XXIII Limited as on the date of this Red Herring Prospectus is as follows:

S. No. Name	Designation
1. James Henry Hildebrandt	Director
2. Hurryswar Luckhoo	Director
3. Eklavya Ramjeeawon	Director

Our Company confirms that the permanent account number, bank account number, company registration number of BC Asia
XV along with the addresses of the relevant registrar of companies where our Promoter is registered has been submitted to the
Stock Exchanges at the time of filing of the Pre-filed Draft Red Herring Prospectus.

Change in control of our Company

Except as stated below, there has been no change in the management and control of our Company during the last five years
preceding the date of this Red Herring Prospectus:

Rahul Radhavallabh Dhoot is an original Promoter of our Company. BC Asia XV is not an original Promoter of our Company
and pursuant to the BC Asia SSSPA, BC Asia XV (along with its nominee BC Asia XVI) purchased and subscribed to an
aggregate of 977,759 equity shares of face value of Rs.100 of our Company, resulting in BC Asia XV (along with its nominee BC
Asia XVI) holding 49% of our Companys Equity Share capital on a fully diluted basis. Subsequently, pursuant to BC Asia
Tranche 2 Issuance, BC Asia XV was allotted 22,170,945 Equity Shares on March 20, 2026. As on the date of this Red Herring
Prospectus, BC Asia XV holds 55% of the pre-Offer Equity Share capital of the Company. For further details, please see
"History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/ undertakings,
mergers, amalgamations or any revaluation of assets, in the last 10 years " and "Capital Structure - History of the share capital
held by our Promoters" on pages 313 and 107 respectively.

Accordingly, Rahul Radhavallabh Dhoot and BC Asia XV have been identified as Promoters of our Company pursuant to the
resolution of our Board dated December 23, 2025.

Interest of our Promoter

Our Promoters are interested in our Company to the extent (i) they are the Promoters of our Company; (ii) of their direct or
indirect shareholding in our Company; including the dividends, if any, and any other distributions in respect of the Equity
Shares held by them in our Company, from time to time, and the shareholding of the relatives of our Promoters and any entities
controlled by them in our Company, (iii) the remuneration and benefits paid to one of our Promoters, Rahul Radhavallabh
Dhoot by virtue of being the Managing Director of our Company and certain related party transactions entered into in the
ordinary course of business and on an arms length basis between the Company and its Subsidiaries, wherein our Promoter is a
director. For details of the shareholding of our Promoters and our Promoter Group in our Company, see " Capital Structure -
Shareholding of our Promoters, directors of our corporate Promoter, the Promoter Group, Directors, Key Managerial
Personnel and Senior Management", on page 109.

Additionally, our Promoters may be interested in transactions entered into by our Company with it and with other entities (i) in
which our Promoters hold shares; or (ii) controlled by our Promoters. No sum has been paid or agreed to be paid to our
Promoters or to the firms or companies in which our Promoters are interested as a member in cash or shares or otherwise by
any person, either to induce them to become or to qualify them, as a director or promoter or otherwise for services rendered by
such Promoter or by such firms or companies in connection with the promotion or formation of our Company.

Except as disclosed below, our Promoters have no interest in any property acquired or proposed to be acquired of our Company
or by our Company, including any property acquired in the three years immediately preceding the date of this Red Herring
Prospectus or proposed to be acquired by our Company.

- Our Company entered into a sale deed dated December 1, 2025, with one of our Promoters, Rahul Radhavallabh Dhoot for
the sale of land for a consideration of Rs.18.20 million.

- Our Company entered into a sale deed dated November 11, 2025, with Mangalam Capital Private Limited, one of the
members of Promoter Group, for the sale of land, along with sheds for a consideration of Rs. 217.20 million. Rahul
Radhavallabh Dhoot is a promoter and director of Mangalam Capital Private Limited.

Payment of benefit to our Promoters or members of the Promoter Group

Except as disclosed in "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamations or any revaluation of assets, in the last 10 years", and "Summary of Related
Party Transactions"" on pages 313 and 80, no amount or benefit has been paid or given to our Promoters or any of the members
of the Promoter Group during the two years preceding the date of this Red Herring Prospectus nor is there any intention to pay
or give any amount or benefit to our Promoter or any of the members of the Promoter Group as on the date of filing of this Red
Herring Prospectus.

Material guarantees given by our Promoter

Our Promoters have not given any material guarantees to any third parties with respect to the Equity Shares, as on the date of
this Red Herring Prospectus.

Companies or firms with which our Promoter has disassociated in the last three years

Our Promoters have not disassociated from any company in the last three years preceding the date of filing of this Red Herring
Prospectus.

Other ventures of our Promoters

Except to the extent of our Promoters interest in any of the entities forming part of our Promoter Group, and in "Our
Management - Our Board" on page 329, our Promoters do not have any interest in any other venture that is involved in any
activities similar to those conducted by our Company and its Subsidiaries. Our Company will adopt the necessary procedures
and practices as permitted by law to address any conflict situation as and when it arises. For further details, see "Risk Factors
-Conflicts of interest may arise among us and other affiliates of Bain Capital in course of the growth of our business. Further,
we have not entered into non-compete or non-solicitation arrangements with our Promoters or Directors (other than our
Promoter Rahul Radhavallabh Dhoot), and any competing activities undertaken by them could adversely affect our business. "
on page 37.

Confirmations

Our Promoters and members of our Promoter Group have not been prohibited from accessing or operating in capital markets
or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other regulatory
or governmental authority.

Our Promoters and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers by any
bank or financial institution or consortium thereof, as defined under SEBI ICDR Regulations. Our Promoters are not and have
never been a promoter, director or person in control of any other company which is prohibited from accessing or operating in
capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI.

There are no conflicts of interest between the suppliers of raw materials and third party service providers of our Company and
our Subsidiaries (who are crucial for the operations of our Company), and our Promoters and the members of our Promoter
Group. Further, there are no conflicts of interest between the lessor of the immoveable properties of our Company and our
Subsidiaries (which are crucial for operations of our Company) and our Promoters and members of our Promoter Group.

Our Promoters do not have interest in any property acquired by our Company during the three years immediately preceding the
date of this Red Herring Prospectus 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.

For details of litigation involving our Promoters in accordance with the SEBI ICDR Regulations, see "Outstanding Litigation
and Material Developments-Litigation involving our Promoters"" on page 485.

Our Promoter Group

Apart from our Promoters and our Subsidiaries, the individuals and entities forming part of the Promoter Group of our Company,
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are as follows.

Natural persons forming part of our Promoter Group

S. No. Name of the Promoter	Name	Relationship
1. Rahul Radhavallabh Dhoot	Anupama Dhoot	Spouse
	Vedika Rahul Dhoot	Daughter
	Vanshika Rahul Dhoot	Daughter
	Rudraansh Rahul Dhoot	Son
	Radhavallabh Ramnath Dhoot	Father
	Kiranbai Dhoot	Mother
	Manish Dhoot	Brother
	Kunj Behari Paload	Father-in-law
	Beena Falod	Mother-in-law
	Salil Falod	Spouses brother

Entities forming part of our Promoter Group

S. No. Name of the Entity

1. Mangalam Capital Private Limited (formerly known as Mangalam Coils Private Limited)

2. Baghunt Private Limited

3. Deetee Infra Private Limited

4. Iotlynx Technologies Private Limited

5. Neuroatlas Private Limited (formerly known as Dhoot Connection Systems Private Limited)

6. Dhoot Motors Private Limited

7. Dhootmotors Autotech Private Limited

8. Dhoot Agritech Private Limited

9. Raaj Autotech Private Limited

10. Coral Green Ventures

11. Pearl White Ventures

12. Red Brass Ventures

13. Blue Copper Ventures

14. M/s Dhoot Motors

15. Dhoot Construction LLP

16. DS FIDEI LLP

17. Dhoot Manish Radhavallabh HUF

18. Radhavallabh Dhoot & Co.

19. Barsana Hotels & Resorts LLP

20. Axis Buildestate LLP

21. Kunj Behari Paload HUF

22. Blue Copper Ventures UK Ltd

23. Neuroatlas UK Ltd

24. Om Sai Ram Charitable Trust

25. BC Asia Investments XVI Limited

26. BC Asia Investments XXIII Limited

27. JECL Engineering Limited

28. JECL Dhoot Private Limited