Effwa Infra & Research 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 5 (Five) Directors on the Board, 1 (One) as Chairperson & Managing Director, 1 (One) as Whole Time Director, 3 (Three) as Non-Executive Independent Directors. There is 1 (One) Woman Director in our Board.

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

Name, Fathers Name, Age, DOB, Designation, Date of Appointment/ Re Address, Occupation, Nationality, Term and DIN appointment	6 Other Directorships
Name: Dr. Varsha Subhash Kamal Appointed as Director of the
Company on January 06, 2014	? Effwa Welfare
Fathers Name: Vasant Dange	Foundation
Re-designated as Chairperson
Age: 63 Years and Managing Director for a
period of 5 (five) years with
Date of Birth: August 27, 1960 effect from May 01, 2024
Designation: Chairperson & Managing Director
Address: 2701, D-2 Juniper, Neelkanth Greens, Tikuji
Niwadi Road, Tikuji Niwadi, Manpada Mulla Baug,
Thane- 400610, Maharashtra, India
Occupation: Business
Nationality: Indian
Term: Re-designated as Chairperson and Managing
Director for a period of 5 (five) years with effect from
May 01, 2024.
DIN: 00270314
Name: Mr. Subhash Ramavtar Kamal Appointed as Director of the
Company on January 06, 2014	? Effwa Welfare
Fathers Name: Mr. Ramavtar Mishra	Foundation
Re-designated as Whole Time
Age: 60 Years Director for a period of 5 (five)
years with effect from May 01,
Date of Birth: September 17, 1963 2024
Designation: Whole Time Director
Address: 2704, D-2 Juniper, Neelkanth Greens, Tikuji
Niwadi Road, Tikuji Niwadi, Manpada Mulla Baug,
Thane- 400610, Maharashtra, India
Occupation: Business
Nationality: Indian
Term: Re-designated as Whole Time Director for a
period of 5 (five) years with effect from May 01, 2024
DIN: 00255160
Name: Mr. Ravindra N Hanchate Appointed as Additional
Director of the Company on	? VAC Magnetic India
Fathers Name: Mr. Nagendra Sidram Hanchate February 15, 2024	Private Limited
Age: 51 Years Appointed as Non- Executive
Independent Director of the
Date of Birth: April 09, 1972 Company on February 19,
2024
Designation: Non-Executive Independent Director
Address: FL 904, A Wing 41, Ester A41/34 to 41/48, Nr
Sawatamali Mandir, Punawale, Pune Jambe- 411033,
Maharashtra, India.
Occupation: Service
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director with effect from February 19, 2024 for a period
of 5 years
DIN: 07746827
Name: Mr. Priyesh Bharat Somaiya Appointed as Additional
Director of the Company on	? Core Energy Systems
Fathers Name: Mr. Bharat Monji Somaiya February 15, 2024	Limited
Age: 45 Years Appointed as Non- Executive
Independent Director of the
Date of Birth: October 29, 1978 Company on February 19,
2024
Designation: Non-Executive Independent Director
Address: Near Vardhaman Nagar, A-11, Deepa
Apartment, Dr R.P Road, LIC Colony, Mulung West,
Mumbai- 400080, Maharashtra, India.
Occupation: Professional
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director with effect from February 19, 2024 for a period
of 5 years
DIN: 08664781
Name: Mr. Vijay P Vyas Appointed as Additional	NIL
Director of the Company on
Fathers Name: Mr. Prahladbhai Vyas February 15, 2024
Age: 63 Years Appointed as Non- Executive
Independent Director of the
Date of Birth: August 16, 1960 Company on February 19,
2024
Designation: Non-Executive Independent Director
Address: B/204, 2nd Floor, Shivam, CS Road No 5, Opp:
Union Bank of India, Dahisar East, Mumbai- 400068,
Maharashtra, India
Occupation: Professional
Nationality: Indian
Term: Appointed as Non-Executive Independent
Director with effect from February 19, 2024 for a period
of 5 years
DIN: 02738087

BRIEF PROFILE OF OUR DIRECTORS

Dr. Varsha Subhash Kamal, aged 63 years, is the Promoter, Chairperson and Managing Director of our Company. She holds Master Degree in Technology (Environmental Science & Engineering) from Indian Institute of Technology (IIT) received in the year 1986. She has completed her PhD Science in Biology from Carleton University at Ottawa Canada in the year 1989. She has been felicitated with Rajiv Gandhi Excellence Award in the year 1995 for Championing Water Conservation and Pollution Control by executing 200 projects over a span of 2 years. She has been associated with our company since inception. She collectively possesses more than 25 years of experience in the water and wastewater treatment industry, respectively. Her vision and growth strategies influence our company, enabling us to anticipate, guide, manage, develop, and control major aspects of our business operations, she is looking after projects biding, marketing, overall management and financials areas of our company.

Mr. Subhash Ramavtar Kamal, aged 60 years, is the Promoter, Whole Time Director of our Company. He has completed his Bachelor of Engineering in Civil Engineering from Awadhesh Pratap Singh Vishwavidyalaya Rewa (MP) in the year 1984. He holds Master Degree in Technology (Environmental Science & Engineering) from Indian Institute of Technology (IIT) received in the year 1986. He has been felicitated with Marudhara Paryavaran Premi Sanmaan in the year 2005 for establishment of Common Effluent Treatment Plant for Textile Industries of Jasol and Badmer. He has been associated with our company since inception. He collectively possesses more than 25 years of experience in the water and wastewater treatment industry, respectively. He is responsible for crafting and implementing the overall strategy of the company, he is currently looking after projects execution, civil work and technical part of projects of our Company.

Mr. Ravindra N Hanchate, aged 51 years, is the Non-Executive Independent Director of our Company. He has completed Diploma in Electronics and Telecommunication Engineering from Maharashtra State Board in the year 1990. He has completed One-year Advanced Diploma in Business Administration in the year 2011 with Distinction. He also holds a Two year Post Graduate Diploma degree in Marketing Management in the year 2012. He has more than 10 years of experience in sales & marketing industry. He has been associated with OMG Chemicals & Magnetics Private Limited since 2013 for VAC India Office.

Mr. Priyesh Bharat Somaiya, aged 45 years, is the Non-Executive Independent Director of our Company. He has completed his Bachelors of Commerce from Mumbai University in the year 1999. He has passed the professional competence examination conducted by The Institute of Chartered Accounts of India in year 2002. He is an Associate member of the Institute of Chartered Accounts of India from the year 2002. He has an experience of more than 15 years in the field of finance and accountancy. He has previously worked as finance head at Saint-Gobain Weber, Owens Corning Industries (India) Private Limited, Dixon Asia Pacific Private Limited and General Manger in Finance & Accounts at Deepak Fertlisers Petrochemicals Corporation Limited. Currently he is Independent Practicing Chartered Accountant.

Mr. Vijay P Vyas, aged 63 years, is the Non-Executive Independent Director of our Company. He holds a Bachelor Degree in Commerce from University of Bombay in the year 1983. He is enrolled as an Authorised Income Tax Practitioner under the Income Tax Act 1961, from the year 1997. He has an experience of more than 20 years in the field of Taxation.

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:

? Ms. Varsha Subhash Kamal and Mr. Subhash Ramavtar Kamal are related to each other as Husband and Wife.

? 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 Extra-Ordinary General Meeting of our Company held on May 03, 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

Dr. Varsha Subhash Kamal

Dr. Varsha Subhash Kamal, has been director of the Company since January 06, 2014. Further, at the Board Meeting of the Company dated May 02, 2024, she was Re-designated as the Chairperson & Managing Director of our Company for a period of five years with effect from May 01, 2024. The details of his remuneration as revised by our Board on May 02, 2024, with effect May 01, 2024, for a period of three years, are as stated below:

Particulars	Terms of remuneration
Remuneration	13.33 Lakhs per month which shall be a sum of up to 160.00/- 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.

Mr. Subhash Ramavtar Kamal

Mr. Subhash Ramavtar Kamal, has been director of the Company since January 06, 2014. Further, at the Board Meeting of the Company dated May 02, 2024, he was re-appointed as the Whole Time Director of our Company for a period of five years with effect from May 01, 2024. The details of his remuneration as revised by our Board on May 02, 2024, with effect May 01, 2024, for a period of Three years, are as stated below:

Particulars	Terms of remuneration
Remuneration	13.33 Lakhs per month which shall be a sum of up to 160.00/- 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. 2022 - 23 is as follows:

( in Lakhs)

Sr. No.	Name	Designation	Remuneration paid
1.	Ms. Varsha Subhash Kamal	Chairperson & Managing Director	160.00/-
2.	Mr. Subhash Ramavtar Kamal	Whole Time Director	160.00/-

SITTING FEES

Pursuant to the Resolution passed by the Board of Directors of our Company on May 02, 2024, the Non-Executive

Independent Directors of our Company would be entitled to a sitting fee of 5,000 /- with effect from May 01, 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 offer paid up capital	% of post offer paid up capital
1.	Ms. Varsha Subhash Kamal	90,93,811	51.00%	[?]
2.	Mr. Subhash Ramavtar Kamal	87,36,550	48.99%	[?]

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 150 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 IX - Related Party Transactions" on page 170 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 117 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 117 and 170 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 Ms. Varsha Subhash Kamal and Mr. Subhash Ramavtar Kamal, 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. Ravindra N Hanchate	February 15, 2024	Appointed as Additional Non-Executive
			Independent Director
2.	Mr. Priyesh Bharat Somaiya	February 15, 2024	Appointed as Additional Non-Executive
			Independent Director
3.	Mr. Vijay Prahladbhai Vyas	February 15, 2024	Appointed as Additional Non-Executive
			Independent Director
4.	Mr. Ravindra N Hanchate	February 19, 2024	Regularised as Non-Executive Independent
			Director
5.	Mr. Priyesh Bharat Somaiya	February 19, 2024	Regularised as Non-Executive Independent
			Director
6.	Mr. Vijay Prahladbhai Vyas	February 19, 2024	Regularised as Non-Executive Independent
			Director
7.	Dr. Varsha Subhash Kamal	May 02, 2024	Re-designated as Chairperson & Managing
			Director
8.	Mr. Subhash Ramavtar Kamal	May 02, 2024	Re-designated as Whole Time Director

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 Five (5) Directors, 1 (One) as Chairperson & Managing Director, 1 (One) as Wholetime Director, and 3 (Three) as Non-Executive 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 (iv) Corporate Social Responsibility Committee.

Audit Committee

Our Board has constituted the Audit Committee vide Board Resolution dated May 02, 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
Mr. Priyesh Bharat Somaiya	Non-Executive Independent Director	Chairman
Mr. Vijay Prahladbhai Vyas	Non-Executive Independent Director	Member
Dr. Varsha Subhash Kamal	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:

(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; (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; g. Qualifications in the draft audit report; (vii) 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 issue (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;

157 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 02, 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
Mr. Priyesh Bharat Somaiya	Non-Executive Independent Director	Chairman
Mr. Vijay Prahladbhai Vyas	Non-Executive Independent Director	Member
Mr. Subhash Ramavtar Kamal	Whole Time 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 02, 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
Mr. Priyesh Bharat Somaiya	Non-Executive Independent Director	Chairman
Mr. Vijay Prahladbhai Vyas	Non-Executive Independent Director	Member
Mr. Ravindra N Hanchate	Non-Executive Independent Director	Member

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.

Corporate Social Responsibility Committee

Our Board has Re-constituted the Corporate Social Responsibility Committee vide Board Resolution dated May 02, 2024 pursuant to section 135 of the Companies Act, 2013.

The Corporate Social Responsibility Committee comprises of:

Name of the Directors	Nature of Directorship	Designation in Committee
Dr. Varsha Subhash Kamal	Managing Director	Chairperson
Mr. Subhash Ramavtar Kamal	Whole Time Director	Member
Mr. Priyesh Bharat Somaiya	Non-Executive Independent Director	Member

The scope of Corporate Social Responsibility Committee shall include but shall not be restricted to the following:

1. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;

3. To monitor the CSR policy of the Company from time to time; and

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

Meeting of Corporate Social Responsibility Committee and Relevant Quorum

The quorum necessary for a meeting of the Corporate Social Responsibility Committee shall be two members or one third of the members of the committee whichever is greater. The Committee shall meet at least once in a year.

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.

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:

Ms. Varsha Subhash Kamal is the Chairperson & Managing Director of the Company and Mr. Subhash Ramavtar Kamal is the Whole Time Director of the Company. For detailed profile, see para, "Brief Profile of our Directors" on page

150 of this Draft Red Herring Prospectus.

Ms. Lina Prakash Lad, aged 33 years, is the Chief Financial Officer in our company effective from December 01, 2023. She completed her Bachelor of Commerce from the University of Mumbai in the year 2011. She has around 10 years of experience in field of accounting, taxation and finance, with over 3 years of experience as an article in Gor & Savla, a Chartered Accountant Firm, she has been associated with our company for over 7 years. She is responsible for all accounting, taxation, and financial decisions of our company. Her salary for the Fiscal Year 2022-23 was 12.00 Lakhs.

Mr. Dhaval H Mirani, aged 36 years, is the Company Secretary and Compliance Officer of our Company with effect from February 15, 2024. He has completed his Bachelor of Commerce from Saurashtra University in the year 2007. He has passed Integrated Professional Competence Examination Certificate from the Institute of Chartered Accountants of India in the year 2012. He has passed the professional competence examination conducted by The Institute of Company Secretary of India. He is an Associate member of the Institute of Company Secretaries of India. He has around 3 years of experience in Tax, Accounts, Listing Compliances, Agreement Drafting & Vetting, Secretarial Compliance etc. He is responsible for the Secretarial, Legal and Compliance division of our Company. He was not paid any remuneration in the Fiscal Year 2022-23 as he has been appointed in our Company with effect from February 15, 2024.

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. Bipin Bihari Mohapatra, aged 54 years, is the General Manager - Engineering & Projects of our company. He has completed Bachelor of Engineering (Electrical) from Institute of Engineering & Management, Kolkata in the year 1991. He has been associated with our company for past 9 years. Since he was appointed on June 02, 2014, he was paid 27.59

Lakhs as salary in the Fiscal Year 2022-23. He has been instrumental in managing & leading the Projects Department related functions of the Company.

Mr. Vijay Kumar Kamtaprasad Yadav, aged 34 years, is the Chief Executive - Proposals and Business Development of our company. He has completed his Bachelor of Engineering from University of Mumbai in the year 2010. He has been associated with our company for past 11 year. Since he was appointed on June 02, 2014, he was paid 27.88 Lakhs as salary in the Fiscal Year 2022-23. He is responsible for Managing the overall Proposals and Business Development of our company.

Mr. Manohar Narayan Chavan, aged 58 years, is the Logistics Manager of our company. He has completed his Higher Secondary School Examination from Bharati Vidya Mandir Hindi Night Junior College in the year 1983.He has been associated with our company for past 9 years. Since he was appointed on June 02, 2014, he was paid 9.75 Lakhs as salary in the Fiscal Year 2022-23. He is responsible for the overall logistics management of our company.

Mr. P Murali, aged 39 years, is the Senior Manager - Projects of our company. He has completed his Bachelor of Engineering from Jawaharlal Nehru Technological University, Andhra Pradesh in the year 2005. He has 11 years of experience in M.N Dastur & Company (P) Ltd. He has been associated with our company for past 5 years. Since he was appointed on August 01, 2018, he was paid 13.95 Lakhs as salary in the Fiscal Year 2022-23. He is responsible for managing the site projects of the company.

Mr. Mohammed Sarfaraz, aged 36 years, is the Manager - Project Monitoring & Expediting of our company. He has completed his Bachelor of Engineering (Mechanical) from Chhattisgarh Swami Vivekanand Technical University, Bhilai in the year 2010. He has been associated with our company for past 5 years. Since he was appointed on March 08, 2019, he was paid 9.40 Lakhs as salary in the Fiscal Year 2022-23. He has been instrumental in Project related function of the company.

Mr. Vijaykumar Madanmohan Pandey, aged 35 years, is the Senior Accounts Executive of our company. He has completed his Bachelor in Management Studies from University of Mumbai in the year 2010. He was previously associated with Systematic Wires Pvt Ltd. He has been associated with our company for past 1 year. Since he was appointed on October 03, 2022, he was paid 3.46 Lakhs as salary in the Fiscal Year 2022-23. He is instrumental in handling Finance & Accounts related work of our company.

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:

? Dr. Varsha Subhash Kamal and Mr. Subhash Ramavtar Kamal are related to each other as Husband and Wife

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- Offer Capital (%)
1.	Dr. Varsha Subhash Kamal	Chairperson & Managing Director	90,93,811	51.00%
2.	Mr. Subhash Ramavtar Kamal	Whole time Director	87,36,550	48.99%

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
			Appointed as Chief Financial
Ms. Lina Prakash Lad,	Chief Financial Officer Company Secretary &	December 01, 2023	Officer Appointed as Company Secretary
Mr. Dhaval H Mirani	Compliance Officer	February 15, 2024	and Compliance Officer
Dr. Varsha Subhash Kamal	Chairperson & Managing Director	May 02, 2024	Re-designated as Chairperson & Managing Director
Mr. Subhash Ramavtar Kamal	Whole Time Director	May 02, 2024	Re-designated as Whole Time Director

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.