BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY
Mr. Sudhakar Aruchamy
Mr. Sudhakar Aruchamy is the Chairman, Whole Time Director, and Promoter of our Company.
Education: He completed his DOEACC B Level Computer Course from Amrita Institute
of Computer
Technology in the year August 2003. He did his Diploma in Computer Technology from State
Board of Technical
Education and Training, department of Technical Education, Tamil Nadu in the year April
2000.
Experience: He has previously worked with HSBSoft Technologies Private Limited from
November 2004 and
was relieved from services in the year January 2011 as Technical Specialist. He joined DMX
Technologies (India)
Private Limited in the year January 2011 as Consultant Engineer. As a part of business and
organisational
restructuring he was transferred from DMX Technologies (India) Private Limited to
EverestIMS Technologies
Private Limited in the year August 2017. He joined our Company as Senior Manager,
Business.
Role: Mr. Aruchamys key responsibilities include strategy planning, solution
design, account management,
organizational development, Business growth initiatives, and Business operations.
Mr. Satish Kumar Vijayaragavan
Mr. Satish Kumar Vijayaragavan is the Managing Director and Promoter of our Company,
having been associated
with it since its incorporation.
Education: He completed his degree of Bachelor of Engineering in computer science
and engineering from
University of Madras in the year 2001, Executive Programme in Digital Marketing in the
year 2024 from IIM
Indore.
Experience: His professional journey includes working as a Senior Staff Engineer
with Tecknodreams Software
Consulting Private Limited from the year July 2001 to March 2004. He joined HSB Soft
Technologies Private
Limited in the year April 2004 and was relieved from services as Vice
President-Professional Services in the year
January 2011. He later served as Vice President-Professional Services at DMX Technologies
(India) Private
Limited from the year January 2011 and as a part of business and organisational
restructuring he was transferred
from DMX Technologies (India) Private Limited to EverestIMS Technologies Private Limited
in the year August
1, 2017. He joined our Company since its incorporation as the Director and Vice President-
Technology of the
Company.
1 or i * a
Role: He plays a key role as a Managing Director of the Company, where he mentors
and guides the board and
management, contributing to strategic planning and ensuring the long-term growth and
sustainability of the brand.
Mr. Arun Prasath Ramadoss
Mr. Arun Prasath Ramadoss is the Whole Time Director and the Promoter of our Company.
Education: He completed his Bachelor of Engineering from Visveswaraiah
Technological University, Belgaum.
Karnataka, in the year 2006.
Experience: He joined HSBSoft Technologies Private Limited from September 2005 to
January 2011 and was
relived from services as Product Analyst in the year January 2011. He served as Project
Manager at DMX
Technologies (India) Private Limited in the year January 2011 and as a part of business
and organisational
restructuring he was transferred from DMX Technologies (India) Private Limited to
EverestIMS Technologies
Private Limited in the year August 2017. He joined our Company as Senior Manager,
Services.
Role: Mr. Prasaths key responsibilities include product management, implementing
agile methodologies, leading
HR initiatives, overseeing operations, and leveraging his expertise in objectives and key
results certification as
both a coach and certified practitioner.
Mr. Ramesh Pratap Tiwari
Mr. Ramesh Pratap Tiwari is the Whole Time Director and Promoter of our Company.
Education: He completed his Master of Science degree from the University of Bombay in the year July, 1995.
Experience: His professional background includes roles such as Senior Marketing
Executive at Prompt Computer
Services Private Limited, Mumbai (1997-1998), Business Manager - Large Account at Nexus
Computers Private
Limited, Mumbai (1998-2002), Area Sales Manager at Advent Electronics Private Limited,
Mumbai (2004-
2005). Additionally, he served as Manager (Business Development West) at American
Megatrends India Private
Limited, Mumbai (2005-2007), Proprietor of Vedant Infotech, Mumbai (2007-2013), He joined
as Account
Manager at DMX Technologies (India) Private Limited in the year January 2011 and as a part
of business and
organisational restructuring, he was transferred from DMX Technologies (India) Private
Limited to EverestIMS
Technologies Private Limited in the year August, 2017. He joined our Company as Vice
President, West India and
Telecommunication.
Role: Mr. Tiwari plays a key role as a Director sales and his core responsibilities
include shaping the go-to-market
strategy, managing key accounts, overseeing pre-sales activities, and designing network
systems, all of which
contribute to the growth and success of our Company.
Mr. Deepak Kumar Shenbagarajan
Mr. Deepak Kumar Shenbagarajan is the Whole Time Director and Promoter of our Company.
Education: He completed his graduation in Bachelor of Engineering in Computer
Science Engineering from
Madurai Kamaraj University in the year 2004.
Experience: He joined HSBSoft Technologies Private Limited, Bangalore in the year
January 2005 and was
relieved from his services as a System Analyst in the year January 2011. He was appointed
as Consultant Engineer
in the year January 2011 with DMX Technologies (India) Private Limited and as a part of
business and
organisational restructuring, he was transferred from DMX Technologies (India) Private
Limited to EverestIMS
Technologies Private Limited in the year August 2017. He joined our Company as Senior
Consultant, Engineer.
Role: Mr. Shenbagarajans key responsibilities include complex product engineering
& development, solution
architecture & design of telecom range of products.
Mr. Srikanth Audina
Mr. Srikanth Audina is the Promoter and Whole Time Director of our Company.
Education: He completed his graduation in Bachelor of Engineering in Computer
Science and Engineering from
the University of Madras in the year 1998.
Experience: He joined HSBsoft Technologies Private Limited, in the year September
2005 and was relieved from
his services as Vice President - Solutions in the year January 2011. He was appointed as
Senior Manager -
Software Solutions in the year January 2011 with DMX Technologies (India) Private Limited
and as a part of
business and organisational restructuring, he was transferred from DMX Technologies
(India) Private limited to
EverestIMS Technologies Private Limited in the year August 2017. He joined our Company
since its incorporation
as a Director and Vice President - Software of the Company.
Role: Mr. Audinas key responsibilities include strategy planning, solution design,
account management,
organizational development, Business growth initiatives, and Business operations, managed
global projects in a
matrix-based organization, and led initiatives involving people of various nationalities,
with multi-functional
roles.
Mr. Ganesh Kumar Nagaiah
Mr. Ganesh Kumar Nagaiah is the Promoter and Whole Time Director of our Company.
Education: He completed his graduation in Bachelor of Engineering in Computer
Science Engineering from
Madurai Kamaraj University in the year 2004.
Experience: He joined HSBSoft Technologies Private Limited, in the year December
2004 and was relieved from
his services as a System Analyst in the year January 2011. He was appointed as a
Consultant Engineer in the year
January 2011 with DMX Technologies (India) Private Limited and as a part of business and
organisational
restructuring, he was transferred from DMX Technologies (India) Private limited to
EverestIMS Technologies
Private Limited in the year August 2017. He joined our Company as Senior Consultant,
Engineer.
Role: Mr. Kumars key responsibilities include development and deployment of
multi-tier, client/server, web
based applications using AWS technologies, distributed process, queueing systems, and
python platform.
Mr. Deepak Gupta
Mr. Deepak Gupta is the Promoter and Whole Time Director of our Company.
Education: He completed his graduation in Bachelor of Engineering in Computer
Science Engineering from
Madhav Institute of Technology and Science, Gwalior in the year 2005.
Experience: He joined HSBSoft Technologies Private Limited in the year November
2005 and was relieved from
his services as Software Team Leader in the year January 2011. He was appointed as
Principal Engineer in the
year January 2011 with DMX Technologies (India) Private Limited and as a part of business
and organisational
restructuring he was transferred from DMX Technologies (India) Private limited to
EverestIMS Technologies
Private Limited in the year August 2017. He joined our Company as Consultant, Engineer.
Role: Mr. Guptas key responsibilities include product management, generating
revenue for his LOB, Business,
market & competitive analysis, solution architecture, prepare & propose solutions
to customers, manage projects
post-sales.
Mr. Yamini Chandra Roy Yandamuri
Mr. Yamini Chandra Roy Yandamuri is an Independent Director of our Company with
effective form October 22,
2024. He is also appointed as a Director in Professional capacity on December 09, 2020, in
Edyousearch Portals
India Private Limited.
Education: He completed his Master of Engineering in the Civil Branch from The
Birla Institute of Technology
and Science, Pilani (Rajasthan) in the year March 1993.He completed his Bachelor of
Technology in Civil
Engineering from Nagarjuna University in the year June 1990.
Experience: He worked with Wipro Limited as Manager-Training from the year June
2001 to April 2005 and
from the year May 2005 to July 2008 with Valtech India Systems Private Limited. He was
employed with ITC
Infotech India Limited from July 2008 and was relieved from the services as General
Manager- Learning and
Capability Building in the year September 2010. He worked with IBM India Private Limited
from September
2010 and was relieved from services as Learning & OD Leader in the year September
2016. He joined Green
Pearl Education Management Corporation Pvt. Ltd. as Associate Vice President, Head -
Enterprise Learning
from January 2019 to February 2020. He worked with BTC Soft Private Limited as
"Director- Talent Management
& Development," from February 2022 to November 2022 and as a consultant from
April 2021 to January 2022 &
November 2022 to January 2023. He joined Zensar Technologies Ltd. in the year February
2023 and was relived
from services in the year February 2024.
Ms. Payal Jain P
Ms. Payal Jain P is an Independent Director of our Company with effective from October
22, 2024. She is also
appointed as an Independent Director on February 05, 2024, in Systech IT Solutions
Limited.
Education: She completed her graduation in Bachelor of Commerce from the University
of Mysore in the year
2018. She is a qualified Chartered Account and member of the Institute of Chartered
Accountants of India since
March 2022.
Education: She has been a practicing professional since April 2022 and holds a
certificate of practice issued by
the Institute of Chartered Accountants of India (ICAI).
Mr. Ashish Garg
Mr. Ashish Garg is an Independent Director of our Company with effective from December 06, 2024.
Education: He completed his graduation in Bachelor of Commerce from Vikram
University Ujjain, in the year
1998. He completed his Masters in Commerce "Accounting and Taxation" from Vikram
University Ujjain in the
year 2000. He completed his Bachelor of Law (LLB) from Vikram University Ujjain in the
year 2003. He did his
Masters in Arts-Economics from Vikram University Ujjain in the year of 2006. He is
qualified as a Company
Secretary and Associate Member of the Institute of Company Secretaries of India since 2001
and a Fellow Member
since 2006.
Experience: He is a practicing Company Secretary since May 2001. He holds a
certificate of practice issued by
the Institute of Company Secretaries of India (ICSI).
Ms. Sonal Kashyap
Ms. Sonal Kashyap is an independent Director of our Company with effective from December 06, 2024.
Education: She completed her Diploma in Electronics and Computer Engineering from
Board of Technical
Examination Maharashtra in the year June 1997. She did her Bachelor of Engineering from
Nagpur university, in
the year 2000. She also did her Executive Post Graduate Diploma in Management, from St.
Josephs College of
Business Administration, in the year 2008.
Experience: She worked at Wipro Limited as Senior Manager, from the year March 2019
to November 2020. She
worked at Velankani Software Private Limited as Assistant Manager-Business Development
from August 2005 to
April 2006. She worked at Syslogic Technologies as Business Development Manager from July
2002 to June
2005. She was with OnMobile Global Limited from August 2009 to July, 2012 and was relived
from the services
as Business Manager. She worked at New Relic One India Private Limited from October 2022
to May 2023 and
was relived from the services as Senior Customer Success Manager. She joined MapleLabs
Solutions Pvt. Ltd., in
the year November 2020 and resigned as Director-Sales in the year October 2022. She worked
at Satyam
Computer Services Limited from December 2006 till August 2009. She was with Nagpur Soft
Embedded
Technology Private Limited as Systems Software Engineer from June 2001 to May 2002. She
worked at Celstream
Technologies Limited from May 2006 to December 2006 and was relived from the services as
Assistant Manager
- Pre-Sales. She worked at Lentra AI Private Limited as Director sales from May 2023 to
March 2024.
None of our Directors are or were a director of any listed company, whose shares have
been or were suspended
from being traded on any stock exchanges, in the last five years prior to the date of this
Red Herring Prospectus,
during the term of their directorship in such company.
Further, none of our Directors are, or were, 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.
None of our Directors, KMPs and SMPs are related to each other or to any of the Key
Managerial Personnel and
SMPs as per Section 2(77) of the Companies Act, 2013.
As of the date of this Red Herring Prospectus, our Company has not entered into any
arrangement or understanding
with our major shareholders, customers, suppliers, or others, pursuant to which any of our
Directors or Key
Management Personnel were selected as Directors or Key Management Personnel.
Our Company has not entered into any service contracts with our Directors which provide
for benefits upon the
termination of their employment.
1. None of the above-mentioned Directors are on the RBI List of wilful defaulters as of
the date of this Red
Herring Prospectus.
2. None of the above-mentioned Directors have been and/or are being declared as
fugitive economic offenders
as defined under Regulation 2(1)(p) of SEBI ICDR Regulations as of the date of this Red
Herring Prospectus.
Pursuant to a special resolution passed at the Extra-ordinary General Meeting of our
Company held on October
22, 2024, and pursuant to provisions of Section 180 (1)(c) and other applicable
provisions, if any, of the Companies
Act, 2013 and rules made there under and the Board of Directors (including committees) of
the Company be and
is hereby authorized to borrow money on such terms and conditions as may be considered and
suitable by the
Board of Directors up to a limit of Rs50 Crore (Fifty Crore only) Notwithstanding that the
money (s) to be borrowed
together with the money(s) already borrowed by the Company (apart from the temporary loans
obtained from the
Companys bankers in the ordinary course of business) may exceed the aggregate of the
paid-up capital of the
Company and its free reserves of the Company.
1. Terms and conditions of employment of our Chairman and Whole-Time Director
Mr. Sudhakar Aruchamy
Mr. Sudhakar Aruchamy has been appointed as Additional Director until the conclusion of
the general
meeting pursuant to the Board meeting dated October 21, 2024, and consequently approved by
the members
of the Company in the extra-ordinary general meeting held on October 22, 2024, as a
Chairman and Whole
Time Director with effect from October 22, 2024, for a period of 3 years. Further, the
revision in
remuneration pursuant to the Board resolution dated August 07, 2025, and consequently
approved by the
members of the Company in the extra-ordinary general meeting held on August 13, 2025. The
significant
terms and conditions of his employment are as follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs91,52,000/- per annum (inclusive of all perquisites). |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company on hiring unfurnished accommodation subject to a ceiling of sixty percent of the salary. In case the accommodation is owned or taken on lease by the Company, the Company shall deduct ten percent of the salary of the appointee. Expenditure incurred by the Company on gas, electricity, water etc. will be valued as per Income Tax Rules, 1962. |
| Medical/Hospitalization Expenses: Reimbursement of expenses incurred for the appointee and the family in accordance with the rules of the company. Leave Travel Concession: Leave Travel Concession for self and family in accordance with the rules of the company. Club Fees: Fees of Clubs subject to maximum of two clubs, admission and life membership fees to be paid as per rules of the Company. |
| Personal Medical/Accident Insurance etc.: Coverage for personal medical/accident insurance/key man insurance or any other coverage as per rules of the Company and annual premium |
|
| for the same to be paid by the Company. | |
| Any other benefits, facilities, allowance, and expenses as may be | |
| allowed under Company rules/schemes. | |
| Notes: For the purpose of perquisites stated herein above, family means spouse, dependent children, and dependent parents of the |
|
| appointee. | |
| Perquisites shall be evaluated as per Income Tax Rule wherever | |
| applicable and in the absence of any such rule, perquisites shall | |
| be evaluated at actual cost. | |
| Retirement Benefits | |
| The Companys contribution towards the provident fund, Superannuation fund, or annuity fund shall be as per the rules of the Company and this amount shall not be included in the |
|
| computation of the ceiling on perquisites to the extent these, | |
| either singly or put together, are not taxable under the Income | |
| Tax Act 1961. | |
| Gratuity payable shall be in accordance with the rules of the | |
| Company. | |
| Earned leave on full pay and allowances as per the rules of the Company, leave accumulated shall be encashable. Leave at the end of the tenure, if any, will not be included in the computation of the ceiling on perquisites. |
|
| Other Benefits | |
| Provision of a car with a driver for use in the Company s business and a telephone at the residence will not be considered as perquisites. Personal long-distance calls on the telephone and use of the car for private purposes shall be billed by the Company. |
|
| The appointee shall be entitled to reimbursement of entertainment expenses actually and properly incurred during the course of legitimate business of the Company. |
|
| The appointee shall be eligible for housing, education, and medical loans, and other loans or facilities as applicable in accordance with the rules of the Company. |
|
| Minimum Remuneration | |
| Where in any financial year during the currency of the tenure of the Chairman and Whole Time Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites not exceeding the limits as specified above. |
2. Terms and conditions of employment of our Managing Director:
Mr. Satish Kumar Vijayaragavan
Mr. Satish Kumar Vijayaragavan has been re-designated as Managing Director of our
Company with effect
from October 22, 2024, for a period of 3 years pursuant to a Board resolution dated
October 22, 2024, and
consequently approved by the members of the Company in the extra-ordinary general meeting
held on
October 22, 2024. He is entitled to the following remuneration and perquisites with effect
from October 22,
2024. Further, the revision in remuneration pursuant to the Board resolution dated August
07, 2025, and
consequently approved by the members of the Company in the extra-ordinary general
meeting held on
August 13, 2025. The significant terms and conditions of his employment are as follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs1,04,52,000/- per annum (inclusive of all perquisites) |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company on hiring unfurnished accommodation subject to a ceiling of sixty percent of the salary. In case the accommodation is owned or taken on lease by the Company, the Company shall deduct ten percent of the salary of the appointee. Expenditure incurred by the Company on gas, electricity, water etc. will be valued as per Income Tax Rules, 1962. Medical/Hospitalization Expenses: Reimbursement of expenses incurred for the appointee and the family in accordance with the rules of the company. Leave Travel Concession: Leave Travel Concession for self and family in accordance with the rules of the company. Club Fees: Fees of Clubs subject to maximum of two clubs, admission and life membership fees to be paid as per rules of the Company. |
| Personal Medical/Accident Insurance etc.: Coverage for personal medical/accident insurance/key man insurance or any other coverage as per rules of the Company and annual premium for the same to be paid by the Company. Any other benefits, facilities, allowance, and expenses as may be allowed under Company rules/schemes. Notes: For the purpose of perquisites stated herein above, family means spouse, dependent children, and dependent parents of the appointee. Perquisites shall be evaluated as per Income Tax Rule wherever applicable and in the absence of any such rule, perquisites shall be evaluated at actual cost. |
|
| Retirement Benefits The Companys contribution towards the
provident fund, Superannuation fund, or annuity fund shall be as per the rules of the Company and this amount shall not be included in the computation of the ceiling on perquisites to the extent these, either singly or put together, are not taxable under the Income Tax Act 1961. |
|
| Gratuity payable shall be in accordance with the rules of the Company. Earned leave on full pay and allowances as per the rules of the Company, leave accumulated shall be encashable. Leave at the end of the tenure, if any, will not be included in the computation of the ceiling on perquisites. |
|
| Other Benefits Provision of a car with a driver for use in the
Company s business and a telephone at the residence will not be considered as perquisites. Personal long-distance calls on the telephone and use of the car for private purposes shall be billed by the Company. The appointee shall be entitled to reimbursement of |
|
| entertainment expenses actually and properly incurred during the course of legitimate business of the Company. The appointee shall be eligible for housing, education, and medical loans, and other loans or facilities as applicable in accordance with the rules of the Company. Minimum Remuneration Where in any financial year during the currency of the tenure of the Manging Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites not exceeding the limits as specified above. |
3. Terms and conditions of employment of our Whole-Time Directors
Mr. Ramesh Pratap Tiwari
Mr. Ramesh Pratap Tiwari has been re-appointed as Whole Time Director of our Company
with effect from
October 22, 2024, for a period of 3 years pursuant to a Board resolution dated October 22,
2024, and
consequently approved by the members of the Company in the extra-ordinary general meeting
held on
October 22, 2024. Further, the revision in remuneration pursuant to the Board resolution
dated August 07,
2025, and consequently approved by the members of the Company in the extra-ordinary
general meeting
held on August 13, 2025. The significant terms and conditions of his employment are as
follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs91,52,000/- per annum (inclusive of all perquisites). |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company
on hiring |
| Retirement Benefits | |
| The Companys contribution towards the provident fund, Superannuation fund, or annuity fund shall be as per the rules of the Company and this amount shall not be included in the computation of the ceiling on perquisites to the extent these, either singly or put together, are not taxable under the Income Tax Act 1961. |
|
| Gratuity payable shall be in accordance with the rules of the Company. |
|
| Earned leave on full pay and allowances as per the rules of the | |
| Company, leave accumulated shall be encashable. Leave at the end of the tenure, if any, will not be included in the computation of the ceiling on perquisites. |
|
| Other Benefits | |
| Provision of a car with a driver for use in the Company s business | |
| and a telephone at the residence will not be considered as perquisites. Personal long-distance calls on the telephone and use of the car for private purposes shall be billed by the Company. |
|
| The appointee shall be entitled to reimbursement of | |
| entertainment expenses actually and properly incurred during the course of legitimate business of the Company. |
|
| The appointee shall be eligible for housing, education, and medical loans, and other loans or facilities as applicable in accordance with the rules of the Company. |
|
| Minimum Remuneration | |
| Where in any financial year during the currency of the tenure of the Whole Time Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites not exceeding the limits as specified above. |
Mr. Arun Prasath Ramadoss.
Mr. Arun Prasath Ramadoss has been re-appointed as Whole Time Director of our Company
with effect from
October 22, 2024, for a period of 3 years pursuant to a Board resolution dated October 22,
2024, and
consequently approved by the members of the Company in the extra-ordinary general meeting
held on
October 22, 2024. Further, the revision in remuneration pursuant to the Board resolution
dated August 07,
2025, and consequently approved by the members of the Company in the extra-ordinary
general meeting
held on August 13, 2025. The significant terms and conditions of his employment are as
follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs91,52,000/- per annum (inclusive of all perquisites). |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company on hiring unfurnished accommodation subject to a ceiling of sixty percent of the salary. In case the accommodation is owned or taken on lease by the Company, the Company shall deduct ten percent of the salary of the appointee. Expenditure incurred by the Company on gas, electricity, water etc. will be valued as per Income Tax Rules, 1962. Medical/Hospitalization Expenses: Reimbursement of expenses incurred for the appointee and the family in accordance |
| with the rules of the company. | |
| Leave Travel Concession: Leave Travel Concession for self and family in accordance with the rules of the company. |
|
| Club Fees: Fees of Clubs subject to maximum of two clubs, admission and life membership fees to be paid as per rules of the Company. |
|
| Personal Medical/Accident Insurance etc.: Coverage for | |
| personal medical/accident insurance/key man insurance or any | |
| other coverage as per rules of the Company and annual premium | |
| for the same to be paid by the Company. | |
| Any other benefits, facilities, allowance, and expenses as may be | |
| allowed under Company rules/schemes. | |
| Notes: For the purpose of perquisites stated herein above, family | |
| means spouse, dependent children, and dependent parents of the | |
| appointee. | |
| Perquisites shall be evaluated as per Income Tax Rule wherever | |
| applicable and in the absence of any such rule, perquisites shall | |
| be evaluated at actual cost. | |
| Retirement Benefits | |
| The Companys contribution towards the provident fund, | |
| Superannuation fund, or annuity fund shall be as per the rules of | |
| the Company and this amount shall not be included in the | |
| computation of the ceiling on perquisites to the extent these, | |
| either singly or put together, are not taxable under the Income | |
| Tax Act 1961. | |
| Gratuity payable shall be in accordance with the rules of the | |
| Company. | |
| Earned leave on full pay and allowances as per the rules of the | |
| Company, leave accumulated shall be encashable. Leave at the | |
| end of the tenure, if any, will not be included in the computation | |
| of the ceiling on perquisites. | |
| Other Benefits | |
| Provision of a car with a driver for use in the Company s business | |
| and a telephone at the residence will not be considered as | |
| perquisites. Personal long-distance calls on the telephone and use | |
| of the car for private purposes shall be billed by the Company. | |
| The appointee shall be entitled to reimbursement of | |
| entertainment expenses actually and properly incurred during the | |
| course of legitimate business of the Company. | |
| The appointee shall be eligible for housing, education, and | |
| medical loans, and other loans or facilities as applicable in | |
| accordance with the rules of the Company. | |
| Minimum Remuneration | |
| Where in any financial year during the currency of the tenure of | |
| the Whole Time Director, the Company has no profits or its | |
| profits are inadequate, the Company will pay remuneration by | |
| way of salary and perquisites not exceeding the limits as specified | |
| above. |
Mr. Deepak Kumar Shenbagarajan
Mr. Deepak Kumar Shenbagarajan has been appointed as Additional Director until the
conclusion of the
general meeting pursuant to the Board meeting dated October 21, 2024, and consequently
approved by the
members of the Company in the extra-ordinary general meeting held on October 22, 2024, as
a Whole Time
Director with effect from October 22, 2024, for a period of 3 years. Further, the revision
in remuneration
pursuant to the Board resolution dated August 07, 2025, and consequently approved by the
members of the
Company in the extra-ordinary general meeting held on August 13, 2025. The significant
terms and
conditions of his employment are as follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs91,52,000/- per annum (inclusive of all perquisites). |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company
on hiring |
| of the ceiling on perquisites. | |
| Other Benefits | |
| Provision of a car with a driver for use in the Company s business | |
| and a telephone at the residence will not be considered as | |
| perquisites. Personal long-distance calls on the telephone and use | |
| of the car for private purposes shall be billed by the Company. | |
| The appointee shall be entitled to reimbursement of | |
| entertainment expenses actually and properly incurred during the | |
| course of legitimate business of the Company. | |
| The appointee shall be eligible for housing, education, and | |
| medical loans, and other loans or facilities as applicable in | |
| accordance with the rules of the Company. | |
| Minimum Remuneration | |
| Where in any financial year during the currency of the tenure of | |
| the Whole Time Director, the Company has no profits or its | |
| profits are inadequate, the Company will pay remuneration by | |
| way of salary and perquisites not exceeding the limits as specified | |
| above. |
Mr. Srikanth Audina
Mr. Srikanth Audina has been appointed as Additional Director until the conclusion of
the general meeting
pursuant to the Board meeting dated December 06, 2024, and consequently approved by the
members of the
Company in the extra-ordinary general meeting held on December 06, 2024, as a Whole Time
Director with
effect from December 06, 2024, for a period of 3 years. Further, the revision in
remuneration pursuant to the
Board resolution dated August 07, 2025, and consequently approved by the members of the
Company in the
extra-ordinary general meeting held on August 13, 2025. The significant terms and
conditions of his
employment are as follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs91,52,000/- per annum (inclusive of all perquisites). |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company
on hiring |
| allowed under Company rules/schemes. | |
| Notes: For the purpose of perquisites stated herein above, family means spouse, dependent children, and dependent parents of the |
|
| appointee. | |
| Perquisites shall be evaluated as per Income Tax Rule wherever applicable and in the absence of any such rule, perquisites shall be evaluated at actual cost. |
|
| Retirement Benefits | |
| The Companys contribution towards the provident fund, | |
| Superannuation fund, or annuity fund shall be as per the rules of | |
| the Company and this amount shall not be included in the | |
| computation of the ceiling on perquisites to the extent these, | |
| either singly or put together, are not taxable under the Income | |
| Tax Act 1961. | |
| Gratuity payable shall be in accordance with the rules of the | |
| Company. | |
| Earned leave on full pay and allowances as per the rules of the | |
| Company, leave accumulated shall be encashable. Leave at the | |
| end of the tenure, if any, will not be included in the computation | |
| of the ceiling on perquisites. | |
| Other Benefits | |
| Provision of a car with a driver for use in the Company s business | |
| and a telephone at the residence will not be considered as | |
| perquisites. Personal long-distance calls on the telephone and use | |
| of the car for private purposes shall be billed by the Company. | |
| The appointee shall be entitled to reimbursement of | |
| entertainment expenses actually and properly incurred during the | |
| course of legitimate business of the Company. | |
| The appointee shall be eligible for housing, education, and | |
| medical loans, and other loans or facilities as applicable in | |
| accordance with the rules of the Company. | |
| Minimum Remuneration | |
| Where in any financial year during the currency of the tenure of | |
| the Whole Time Director, the Company has no profits or its | |
| profits are inadequate, the Company will pay remuneration by | |
| way of salary and perquisites not exceeding the limits as specified | |
| above. |
Mr. Ganesh Kumar Nagaiah
Mr. Ganesh Kumar Nagaiah has been appointed as Additional Director until the conclusion
of the general
meeting pursuant to the Board meeting dated December 06, 2024, and consequently approved
by the
members of the Company in the extra-ordinary general meeting held on December 06, 2024 as
a Whole Time
Director with effect from December 06, 2024, for a period of 3 years. Further, the
revision in remuneration
pursuant to the Board resolution dated August 07, 2025, and consequently approved by the
members of the
Company in the extra-ordinary general meeting held on August 13, 2025. The significant
terms and
conditions of his employment are as follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs91,52,000/- per annum (inclusive of all perquisites). |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company
on hiring |
| the Whole Time Director, the Company has no profits or its | |
| profits are inadequate, the Company will pay remuneration by | |
| way of salary and perquisites not exceeding the limits as specified | |
| above. |
Mr. Deepak Gupta
Mr. Deepak Gupta has been appointed as Additional Director until the conclusion of
general meeting
pursuant to Board meeting dated December 6, 2024, and consequently approved by the members
of the
Company in the extra-ordinary general meeting held on December 6, 2024, as a Whole Time
Director with
effect from December 6, 2024, for a period of 3 years. Further, the revision in
remuneration pursuant to the
Board resolution dated August 7, 2025, and consequently approved by the members of the
Company in the
extra-ordinary general meeting held on August 13, 2025. The significant terms and
conditions of his
employment are as follows:
Date of fixing the remuneration |
August 13, 2025 |
Effective date of remuneration |
April 01, 2025 |
Remuneration |
Rs91,52,000/- per annum (inclusive of all perquisites). |
Other terms and conditions/ |
Housing: The expenditure incurred by the Company
on hiring |
| Gratuity payable shall be in accordance with the rules of the | |
| Company. | |
| Earned leave on full pay and allowances as per the rules of the | |
| Company, leave accumulated shall be encashable. Leave at the | |
| end of the tenure, if any, will not be included in the computation | |
| of the ceiling on perquisites. | |
| Other Benefits | |
| Provision of a car with a driver for use in the Company s business | |
| and a telephone at the residence will not be considered as | |
| perquisites. Personal long-distance calls on the telephone and use | |
| of the car for private purposes shall be billed by the Company. | |
| The appointee shall be entitled to reimbursement of | |
| entertainment expenses actually and properly incurred during the | |
| course of legitimate business of the Company. | |
| The appointee shall be eligible for housing, education, and | |
| medical loans, and other loans or facilities as applicable in | |
| accordance with the rules of the Company. | |
| Minimum Remuneration | |
| Where in any financial year during the currency of the tenure of | |
| the Whole Time Director, the Company has no profits or its | |
| profits are inadequate, the Company will pay remuneration by | |
| way of salary and perquisites not exceeding the limits as specified | |
| above. |
Expected as mentioned below, no other current directors have received remuneration during the Fiscal 2026:
(7 in lakhs)
S. No. |
Name of Director | Amount |
1. |
Sudhakar Aruchamy | 63.14 |
2. |
Satish Kumar Vijayaragavan | 72.13 |
3. |
Srikanth Audina | 63.14 |
4. |
Deepak Kumar Shenbagarajan | 63.14 |
5. |
Ganesh Kumar Nagaiah | 63.14 |
6. |
Arun Prasath Ramadoss | 56.83 |
7. |
Deepak Gupta | 63.14 |
8. |
Ramesh Pratap Tiwari | 63.14 |
Non-Executive Directors and Independent Directors
Independent Directors of the Company may be paid sitting fees, commission and any other
amounts as may be
decided by our Board in accordance with the provisions of the Articles of Association, the
Companies Act and
other applicable laws and regulations.
Terms of appointment of our Non-Executive Directors and Independent Directors
Pursuant to the Board resolution dated August 07, 2025, the Independent Directors are
entitled to receive sitting
fees of 725,000/- and 15,000/- for attending meetings of the Board and meetings of the
Committee of the Board,
respectively, within the limit prescribed under the Companies Act, 2013, and the rules
made thereunder.
Contingent and deferred compensation payable to the Directors
As of the date of this Red Herring Prospectus, there is no contingent or deferred
compensation payable to the
Directors, which does not form part of their remuneration.
Bonus or profit-sharing plan for the Directors
As of the date of this Red Herring Prospectus, our Company does not have any
performance-linked bonus or
profit-sharing plan for our Directors.
As of the date of filing of this Red Herring Prospectus, except the following, none of
our Directors hold any Equity
Shares of our Company.
The shareholding of our Directors in our Company as of the date of filing this Red
Herring Prospectus is set forth
below:
Sr. No. |
Name of Director | No. of Shares held in our Company |
% of pre-Offer equity share capital |
% of post-Offer equity share capital |
1. |
Satish Kumar Vijayaragavan |
22,02,000 | 12.92 | [-] |
2. |
Sudhakar Aruchamy | 16,42,570 | 9.64 | [-] |
3. |
Ramesh Pratap Tiwari | 16,42,570 | 9.64 | [-] |
4. |
Arun Prasath Ramadoss | 16,42,570 | 9.64 | [-] |
5. |
Deepak Kumar Shenbagarajan |
16,42,570 | 9.64 | [-] |
6. |
Srikanth Audina | 16,42,570 | 9.64 | [-] |
7. |
Ganesh Kumar Nagaiah | 16,42,570 | 9.64 | [-] |
8. |
Deepak Gupta | 16,42,570 | 9.64 | [-] |
9. |
Yamini Chandra Roy Yandamuri |
Nil | - | - |
10. |
Payal Jain P | Nil | - | - |
11. |
Ashish Garg | Nil | - | - |
12. |
Sonal Kashyap | Nil | - | - |
As on the date of the filing of this Red Herring Prospectus, Our Company has one wholly
owned subsidiary
company namely M/s Infraon Corp and there is no Associate company of our Company. Our
Directors do not hold
any share in our Wholly owned subsidiary.
Our Executive Directors may be deemed to be interested to the extent of remuneration
and reimbursement of
expenses, if any, payable to each of them, by our Company. Our Non-Executive Directors or
Independent Directors
may be deemed to be interested to the extent the sitting fees payable to them for
attending the meetings of our
Board and/or committees thereof as approved by our Board and/ or Shareholders, the
reimbursement of expenses
payable to them, as approved by our Board.
Dnrro nf I 1 it
Our Directors may be interested to the extent of Equity Shares, if any, held by them or
held by the entities in which
they are associated as partners, or that may be subscribed by or allotted to the
companies, firms, ventures, trusts
in which they are interested as promoters, directors, partners, proprietors, members or
trustees, pursuant to the
Offer and any dividend and other distributions payable in respect of such Equity Shares.
For further details, refer
to the chapter titled "Summary of Related Party Transactions" and
"Our Promoter and Promoter Group"
beginning on page 56 and 223 respectively.
As on the date of this Red Herring Prospectus, none of our Promoters, Directors or Key
Managerial Personnel
have any interest in any of our suppliers, vendors or creditors, including shareholding,
partnership, or any other
financial or beneficial interest, except as disclosed in the section titled "Summary
of Related Party Transactions "
beginning on page 56 of this Red Herring Prospectus.
No sum has been paid or agreed to be paid to our Directors or to firms or companies in
which they may be
members, in cash or shares or otherwise by any person either to induce him/ her to become,
or to qualify him/ her
as, a director, or otherwise for services rendered by him/ her or by such firm or company,
in connection with the
promotion or formation of our Company.
Interest in the promotion of our Company
Except for our Promoters of our Company, none of our Directors have any interest in the
promotion or formation
of our Company other than in the ordinary course of business as on the date of this Red
Herring Prospectus.
Interest in the property of our Company
Our Directors do not have any interest in any property acquired or proposed to be
acquired of the Company or by
the Company.
Interest as a member of our Company
As on date of this Red Herring Prospectus, except Mr. Satish Kumar Vijayaragavan, Mr.
Arun Prasath Ramadoss,
Mr. Ramesh Pratap Tiwari, Mr. Sudhakar Aruchamy, Mr. Deepak Gupta, Mr. Ganesh Kumar
Nagaiah, Mr. Deepak
Kumar Shenbagarajan and Mr. Srikanth Audina, who are the Promoters of our Company, none of
our Directors
have any interest in the promotion or formation of our Company as on the date of this Red
Herring Prospectus.
None of our other Directors have any interest in the promotion and formation of our
Company other than in the
ordinary course of business
Interest as a creditor of our Company
As on the date of this Red Herring Prospectus, our Company has not availed any
unsecured loan. For further
details, please refer to the heading titled "Related Party Transactions "
under chapter titled "Restated
Consolidated Financial Information " beginning on page 234 and the chapter
titled "Financial Indebtedness"
beginning on page no. 275 of this Red Herring Prospectus. Except as stated herein,
(i) Our Company has not
availed any loans from the Directors of our Company as of the date of this Red Herring
Prospectus, or (ii) None
of our sundry debtors or beneficiaries of loans and advances are related to our Directors.
Interest as Director of our Company
Except as stated in the chapter titled "Our Management", "Capital
Structure" and "Summary of Related Party
Transactions " beginning on page no. 179, 70 and Error! Bookmark not
defined. 56 respectively of this Red
Herring Prospectus, our Directors, may be deemed to be interested to the extent of fees,
if any, payable to them
for attending meetings of our Board or Committees thereof as well as to the extent of
remuneration and/or
reimbursement of expenses payable to them for services rendered to us in accordance
with the provisions of the
Companies Act and in terms of agreements entered into with our Company, if any and in
terms of our AoA.
Following are the changes in Directors of our Company in the last three years prior to
the date of this Red Herring
Prospectus:
Name |
Date of Event | Nature of Event | Reason |
Deepak Kumar Shenbagarajan |
October 21, 2024 | Appointment | Appointment as Additional Director |
Sudhakar Aruchamy |
October 21, 2024 | Appointment | Appointment as Additional Director |
Yamini Chandra Roy Yandamuri |
October 21, 2024 | Appointment | Appointment as Additional Independent Director |
Payal Jain P |
October 21, 2024 | Appointment | Appointment as Additional Independent Director |
S Sridhar |
October 21, 2024 | Appointment | Appointment as Additional Independent Director |
Satish Kumar Vijayaragavan |
October 22, 2024 | Change in designation |
Appointment as Managing Director |
Arun Prasath Ramdoss |
October 22, 2024 | Change in designation |
Appointment as Whole Time Director |
Ramesh Pratap Tiwari |
October 22, 2024 | Change in designation |
Appointment as Whole Time Director |
Sudhakar Aruchamy |
October 22, 2024 | Change in designation |
Appointment as Chairman and Whole Time Director |
Deepak Kumar Shenbagarajan |
October 22, 2024 | Change in designation |
Appointment as Whole Time Director |
S Sridhar |
October 22, 2024 | Change in designation |
Appointment as an Independent Director |
Yamini Chandra Roy Yandamuri |
October 22, 2024 | Change in designation |
Appointment as an Independent Director |
Payal Jain P |
October 22, 2024 | Change in designations |
Appointment as an Independent Director |
Srikanth Audina |
December 06, 2024 | Appointment | Appointment as an additional Director |
Ganesh Kumar Nagaiah |
December 06, 2024 | Appointment | Appointment as an additional Director |
Deepak Gupta |
December 06, 2024 | Appointment | Appointment as an additional Director |
Ashish Garg |
December 06, 2024 | Appointment | Appointment as an additional Independent Director |
Sonal Kashyap |
December 06, 2024 | Appointment | Appointment as an additional Independent Director |
S Sridhar |
December 06, 2024 | Cessation | Cessation as an Independent Director due to voluntary resignation |
Srikanth Audina |
December 06, 2024 | Change in designation |
Appointment as Whole Time Director |
Name |
Date of Event | Nature of Event | Reason |
Ganesh Kumar Nagaiah |
December 06, 2024 | Change in designation |
Appointment as Whole Time Director |
Deepak Gupta |
December 06, 2024 | Change in designation |
Appointment as Whole Time Director |
Ashish Garg |
December 06, 2024 | Change in designation |
Appointment as an Independent Director |
Sonal Kashyap |
December 06, 2024 | Change in designation |
Appointment as an Independent Director |
ivwiiiuiuyiv* Liiniiou
In accordance with the Regulation 15 (2) (b) of SEBI LODR Regulations, the compliance
with the corporate
governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24,
24A, 25, 26, 26A, 27 and
clauses (b) to (i) and (t) of Regulation 46 (2) of SEBI LODR Regulations and Para C, D and
E of Schedule V of
SEBI LODR Regulations shall not apply in respect of listed company which has listed its
specified securities on
the SME Exchange. Provided that the provisions of regulation 23 shall be applicable in
respect of a listed entity
which has listed its specified securities on the SME Exchange and which has either paid up
equity share capital
exceeding Rupees ten crore or net worth exceeding Rupees twenty-five crore, as on the last
day of the previous
financial year: Hence, the provisions of the Regulation 23 of SEBI LODR Regulations and
provisions of the
Companies Act, 2013 with respect to corporate governance, will be applicable to our
Company immediately upon
the listing of the Equity Shares on BSE SME.
Our Company is in compliance with the requirements of the applicable requirements for
corporate governance in
accordance with the Companies Act, 2013 and SEBI LODR Regulations, including those
pertaining to the
constitution of the Board and committees thereof.
Currently, as of the date of filing this Red Herring Prospectus, we have twelve (12)
Directors on our Board,
including one (1) Chairman and Whole Time Director, one (1) Managing Director, six (6)
Whole Time Directors,
and four (4) Independent Directors, including two (2) women independent directors.
The following committees have been formed in compliance with the corporate governance norms:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
1. AUDIT COMMITTEE
Our Company has constituted an Audit Committee pursuant to the provisions of Section
177 of the
Companies Act, 2013 and all other applicable provisions, in any of the Companies Act, 2013
and the rules
made thereunder, and Regulation 18(3) of the SEBI LODR Regulations read with Part C of
Schedule II of
the SEBI LODR Regulations vide resolution passed at the meeting of the Board held on
October 21, 2024,
and further re-constituted at the meeting of the Board directors on December 06, 2024.
The Audit Committee presently comprises of following Directors:
Name of Director |
Designation in the committee | Nature of directorship |
Mr. Ashish Garg |
Chairman | Independent Director |
Ms. Payal Jain P |
Member | Independent Director |
Mr. Satish Kumar Vijayaragavan |
Member | Managing Director |
The Company Secretary cum Compliance Officer of the Company would act as the secretary
of the Audit
Committee.
The scope and function of the Audit Committee and its terms of reference shall include the following:
A. Quorum and Meetings:
The Audit Committee shall meet at least four times in a year and not more than one
hundred and twenty
days shall elapse between two meetings. The quorum shall be either two members or
one-third of the
members of the audit committee whichever is greater.
B. Roles and responsibilities:
The role and responsibilities of the Audit Committee shall include the following:
i. Oversight of the Companys financial reporting process and the disclosure of its
financial
information to ensure that the financial statement is correct, sufficient, and credible.
ii. 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.
iii. Approval of payment to statutory auditors for any other services rendered by the
statutory
auditors.
iv. Reviewing, with the management, the annual financial statements before submission
to the
board for approval, with particular reference to:
a. Matters required to be included in the Directors Responsibility Statement to be
included
in the Boards report in terms of clause I of sub-section 3 of Section 134 of the
Companies
Act, 2013
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by
management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
v. Reviewing, with the management, the half-yearly financial statements before
submission to the
Board for approval.
vi. 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 utilization of proceeds of a public or rights issue, if
applicable and making appropriate recommendations to the Board to take up steps in this
matter.
vii. Review and monitor the auditors independence and performance, and the
effectiveness of the
audit process.
viii. Approval or any subsequent modification of transactions of the Company with related parties.
ix. Scrutiny of inter-corporate loans and investments.
x. Valuation of undertakings or assets of the Company, wherever it is necessary.
xi. Evaluation of internal financial controls and risk management systems.
xii. Reviewing, with the management, the performance of statutory and internal
auditors, and the
adequacy of the internal control systems.
xiii. Reviewing the adequacy of the internal audit function, if any, including the
structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure coverage, and frequency of internal audit.
xiv. Discussion with internal auditors on any significant findings and follow up thereon.
xv. 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.
xvi. Discussion with statutory auditors before the audit commences, about the nature
and scope of
the audit as well as post-audit discussion to ascertain any area of concern.
xvii. 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.
xviii. To review the functioning of the whistle-blower mechanism.
xix. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person
heading the finance function or discharging that function) after assessing the
qualifications,
experience & background, etc. of the candidate.
xx. Reviewing the utilization of loans and/or advances from/investment by the holding
company
in any subsidiary exceeding Rs1,00 crore million or 10% of the asset size of the
subsidiary,
whichever is lower including existing loans / advances / investments;
xxi. Considering and commenting on the rationale, cost-benefits and impact of schemes
involving
merger, demerger, amalgamation etc., on the Company and its shareholders;
xxii. Such roles as may be delegated by the Board and/or prescribed under the Companies
Act, 2013
and SEBI Listing Regulations or other applicable law.
Further, the Audit Committee shall mandatorily review the following:
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;
D. The appointment, removal, and terms of remuneration of the Chief internal auditor
shall be subject
to review by the Audit Committee; and
E. Statement of deviations:
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 the SEBI ICDR Regulations;
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 the SEBI ICDR Regulations.
2. STAKEHOLDERS RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholders Relationship Committee in accordance with
the provisions
of Section 178 of Companies Act, 2013 and all other applicable provisions, if any, of the
Companies Act,
2013 and the Rules made thereunder and Regulation 20(4) of SEBI (Listing Obligation and
Disclosure
Requirement) Regulations, 2015 read with Part D of Schedule II of the SEBI LODR
Regulations, vide
resolution passed at the meeting of the Board held on October 21, 2024, and further
re-constituted at the
meeting of the Board directors on December 06, 2024.
Name of Director |
Designation in the Committee | Nature of directorship |
Mr. Yamini Chandra Roy |
Chairman | Independent Director |
Mr. Deepak Kumar Shenbagarajan |
Member | Whole Time Director |
Mr. Sudhakar Aruchamy |
Member | Chairman and Whole Time Director |
The Company Secretary cum Compliance Officer of the Company would act as the secretary
of the
Stakeholders Relationship Committee.
A. Tenure:
The Stakeholders Relationship Committee shall continue to function as a committee of
the Board
until otherwise resolved by the Board, to carry out the functions of the Stakeholders
Relationship
Committee as approved by the Board.
B. Quorum and Meetings:
The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be
one third
of the total strength of the Stakeholders Relationship Committee or two members, whichever
is
higher. The Stakeholder Relationship Committee shall meet at least once in a year.
C. Scope and terms of reference:
The Stakeholders Relationship Committee shall inter alia undertake the following roles:
i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings, etc.
ii. Review of measures taken for effective exercise of voting rights by shareholders.
iii. Review of adherence to the service standards adopted by the Company in respect of
various
services being rendered by the Registrar & Share Transfer Agent.
iv. Review of the various measures and initiatives taken by the Company for reducing
the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company.
v. Such other matters as may be required to be carried out by the Stakeholders
Relationship
Committee pursuant to amendment under any law, from time to time.
3. NOMINATION AND REMUNERATION COMMITTEE
Our Company has constituted a Nomination and Remuneration Committee in accordance with
the
provisions of Section 178 of Companies Act, 2013 and all other applicable provisions, if
any, of the
Companies Act, 2013 and the Rules made thereunder and Regulation 19(4) of SEBI (Listing
Obligation
and Disclosure Requirement) Regulations, 2015 read with Part D of Schedule II of the SEBI
LODR
Regulations, vide resolution passed at the meeting of the Board held on October 21, 2024,
and further re-
constituted at the meeting of the Board directors on December 06, 2024.
Name of Director |
Designation in the Committee | Nature of directorship |
Mr. Yamini Chandra Roy |
Chairman | Independent Director |
Ms. Payal Jain P |
Member | Independent Director |
Ms. Sonal Kashyap |
Member | Independent Director |
The Company Secretary cum Compliance Officer of the Company would act as the secretary
of the
Nomination and Remuneration Committee.
A. Tenure:
The Nomination and Remuneration Committee shall continue to be in function as a
committee of
the Board until otherwise resolved by the Board, to carry out the functions of the
Nomination and
Remuneration Committee as approved by the Board.
B. Quorum and Meetings:
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall
be
either two members or one third of the members of the committee, whichever is greater,
with at
least one being an independent director. The Nomination and Remuneration Committee shall
meet
at least once in a year.
C. Scope and terms of reference:
The scope of the Nomination and Remuneration Committee shall include but shall not be
restricted
to the following:
i. Formulation of the criteria for determining qualifications, positive attributes, and
independence of a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel, and other employees;
ii. Evaluating the balance of skills, knowledge and experience on the Board and on the
basis of
such evaluation, prepare a description of the role and capabilities required of an
independent
director. The person recommended to the board of directors of the Company for appointment
as an independent director shall have the capabilities identified in such description. For
the
purpose of identifying suitable candidates, the Committee may:
a. use the services of external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity;
and
c. Consider the time commitments of the candidates.
iii. Formulation of criteria for evaluation of the performance of independent directors
and the
Board;
iv. Specify the manner for effective evaluation of the performance of Board, its
committees and
individual directors to be carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external agency and review its
implementation and compliance.
v. Devising a policy on Board diversity;
vi. 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;
vii. determining 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;
viii. recommending to the Board, all remuneration, in whatever form, payable to senior
management; and
ix. Such other functions/roles as may be delegated to the Committee by the Board and/or as may
be required under applicable laws.
4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Our Company has constituted a Corporate Social Responsibility Committee in accordance
with the
provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014, and other applicable rules and regulations if any, as
amended from
time to time (including any statutory modifications(s) or re-enactment thereof for the
time being in force),
vide resolution passed at the meeting of the Board held on October 21, 2024, and further
re-constituted
at the meeting of the Board directors on December 06, 2024.
Name of Director |
Designation in the Committee | Nature of directorship |
Mr. Satish Kumar Vijayaragavan |
Chairman | Managing Director |
Ms. Payal Jain P |
Member | Independent Director |
Mr. Ramesh Pratap Tiwari |
Member | Whole Time Director |
The Company Secretary cum Compliance Officer of the Company would act as the secretary to the
Corporate Social Responsibility Committee.
A. Tenure:
The Corporate Social Responsibility Committee shall continue to be in function as a
committee of
the Board until otherwise resolved by the Board, to carry out the functions of the
Corporate Social
Responsibility Committee as approved by the Board.
B. Quorum and Meetings:
The Committee shall meet as and when the need arises for a review of CSR Policies. The
quorum
for the meeting shall be one-third of the total strength of the Committee or two members
whichever
is higher.
C. Scope and terms of reference:
The terms of reference of the Corporate Social Responsibility Committee of our Company
are as
follows:
i. Formulate and recommend to the Board, a CSR policy which shall indicate the
activities to be
undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
ii. Review and recommend the amount of expenditure to be incurred on the activities to
be
undertaken by the Company.
iii. Annually review the CSR Policy and associated frameworks, processes and practices
of the
Company and make appropriate recommendations to the Board.
iv. Monitor if the Company is taking appropriate measures to ensure the successful
implementation of CSR activities.
v. Formulate and monitor the implementation of the CSR annual action plan, in
accordance with
the Companys CSR policy and provisions of applicable laws from time to time.
vi. Monitor the administrative overheads in pursuance of CSR activities or projects or
programs
so that they do not exceed the prescribed thresholds.
vii. Such other matters as may be required to be carried out by the Corporate Social
Responsibility
Committee pursuant to amendment under any law, from time to time.
viii. Policy on Disclosures and Internal Procedure for Prevention of Insider Trading
ix. Our Company undertakes to comply with the provisions of Regulation 9 of the SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, after
listing
our Companys Equity Shares on the Stock Exchange in India. Further, the Board of
Directors
has approved and adopted the policy on insider trading in view of the proposed public
Offer.
x. Our Company Secretary cum Compliance Officer is responsible for setting forth
policies,
procedures, monitoring and adhering to the rules for the prevention of price-sensitive
information, and in the implementation of the code of conduct under the overall
supervision
of the Board.
5. RISK MANAGEMENT COMMITTEE
Our Company has constituted a Risk Management committee in accordance with the
provisions of
Regulation 21 of SEBI (LODR), Regulations 2015, vide resolution passed at the meeting of
the Board
held on October 21, 2024, and further re-constituted at the meeting of the Board directors
on December
06, 2024.
Name of Director |
Designation in the Committee | Nature of directorship |
Mr. Sudhakar Aruchamy |
Chairman | Whole Time Director |
Mr. Ramesh Pratap Tiwari |
Member | Whole Time Director |
Mr. Ashish Garg |
Member | Independent Director |
A. Tenure:
The Risk Management Committee shall continue to be in function as a committee of the
Board until
otherwise resolved by the Board, to carry out the functions of the Risk Management
Committee as
approved by the Board.
B. Quorum and Meetings:
the quorum of the Risk Committee meeting shall either two members or one third of the
members
of the committee, whichever is higher, including at least one member of the board of
directors in
attendance.
C. Scope and terms of reference:
The terms of reference of the Risk Management Committee of our Company are as follows:
The scope and function of the RMC is in accordance with Regulation 21 of the SEBI
Listing
Regulations and its terms of reference shall be as follows:
1. To formulate a detailed risk management policy which shall include:
a. A framework for identification of internal and external risks specifically faced by
the
listed entity, 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 Committee.
b. Measures for risk mitigation including systems and processes for internal control of
identified risks.
c. 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 of directors 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.
Our Company is managed by our Board of Directors, assisted by qualified professionals,
who are permanent
employees of our Company. Below are the details of the Key Managerial Personnel and the
Senior Management
of our Company:
Satish Kumar Vijayaragavan, Managing Director of our Company. For details see the
section titled, Our
Management - "Brief Profile of the Directors of our Company"
and "Remuneration/Compensation paid to
Directors" beginning on page 179.
Sudhakar Aruchamy, Chairman and Whole Time Director of our Company. For details see
the section titled,
Our Management - "Brief Profile of the Directors of our
Company" and "Remuneration/Compensation paid
to Directors" beginning on page 179.
Arun Prasath Ramadoss. Whole Time Director of our Company. For details see the
section titled, Our
Management - "Brief Profile of the Directors of our Company" and
"Remuneration/Compensation paid to
Directors" beginning on page 179.
Ramesh Pratap Tiwari, Whole Time Director of our Company. For details see the
section titled, Our
Management - "Brief Profile of the Directors of our Company" and
"Remuneration/Compensation paid to
Directors" beginning on page 179.
Deepak Kumar Shenbagarajan, Whole Time Director of our Company. For details see the
section titled, Our
Management - "Brief Profile of the Directors of our Company" and
"Remuneration/Compensation paid to
Directors" beginning on page 179.
Srikanth Audina, Whole Time Director of our Company. For details see the section
titled, Our Management -
"Brief Profile of the Directors of our Company" and "Remuneration/Compensation
paid to Directors"
beginning on page 179.
Ganesh Kumar Nagaiah, Whole Time Director of our Company. For details see the
section titled, Our
Management - "Brief Profile of the Directors of our Company"
and "Remuneration/Compensation paid to
Directors" beginning on page 179.
Deepak Gupta, Whole Time Director of our Company. For details see the section
titled Our Management -
"Brief Profile of the Directors of our Company and "Remuneration/Compensation
paid to Directors"
beginning on page 179.
Prakash Bhat is the Chief Financial Officer of our Company.
Education: He completed his Bachelor of Commerce from Karnatak Dharwad University in the year 2005.
Experience: He has previously worked in Pactec India as an Accountant from
September 2005 to September
2008. He joined Infosys Technologies Limited as Admin Assistant from September 2008 to
January 2010. He
worked in HSBSoft Technologies Private Limited from March 2010 to January 2011 and was
relieved from the
company as Finance and Admin Executive. He joined DMX Technologies (India) Private Limited
as Manager
Finance from January 2011 to July 2017 and as a part of organisational restructuring, he
was transferred from
DMX Technologies (India) Private Limited to EverestIMS Technologies Private Limited as
Head Finance in
August 2017. He is appointed as Chief Finance Officer of our Company in the year October
2024.
Role: Mr. Bhats key responsibilities include Finance Head, Financial Planning and
Strategy, Budgeting and
Forecasting, Financial Reporting and Compliance.
In FY 2026, Prakash Bhat received a compensation of Rs. 31.80 Lakhs from our Company.
Sridharan S Yadav is the Company Secretary and Compliance Officer of our Company
with effect from
December 30, 2025.
Education: He has completed his Company Secretary from The Institute of Company
Secretaries of India (ICSI),
New Delhi, India, in the year 2023 and is an Associate Member of ICSI, New Delhi, India.
Experience: He has previously worked with Trualt Bioenergy Limited as an Assistant
Manager (Secretarial and
Legal) from January 2024 to July 2025.
Role: Sridharan S Yadavs key responsibilities are to ensure compliance
requirements of Companies Act, 2013
and SEBI regulations as and when applicable, implementing and maintaining good corporate
governance practices
within the organization.
In FY 2026, Sridhar S Yadav received a compensation of Rs. 6.04 Lakhs from our Company.
Abhirup Sarkar
Mr. Abhirup Sarkar is Vice President, of Sales in our Company.
Education: He has completed his Bachelor Engineering in Information Science and
Engineering from
Visveswaraiah Technological University Belgaum in the year 2007.
Experience: He joined HSBSoft Technologies Private Limited in the July 2007 and was
relieved as Senior
Software Engineer in the year January 2011. He worked in DMX Technologies (India) Private
Limited from
January 2011 to July 2017; he was transferred to EverestIMS Technologies Private
Limited in August 2017. He
joined our Company in August 2017 as Senior Consultant, Engineer.
Role: Mr. Sarkars key responsibilities include business development, strategic
account and channel network
development for mid-eastern countries.
In FY 2026, Abhirup Sarkar received a compensation of Rs. 40.74 Lakhs from our Company.
Harshvardhan Thakur
Mr. Harshvardhan Thakur is Project Manager in our Company.
Education: He has completed his Bachelor of Computer Application from Indira Gandhi
National Open
University in the year 2008. He completed his Master of Computer Application from Indira
Gandhi National Open
University in the year 2010.
Experience: He previously worked with EL Camino Micro Electronic Private Limited as
Software Engineer (Web
Designing) from January 2006 to June 2007. He worked with Asmisoft Technologies as from
June 2007 to
September 2012 and was relieved from job as Team Leader. He worked in 24/7 Customer
Private Limited from
September 2013 to January 2015 and was relieved from his job as Interactive Social Media
Executive. He worked
with HCL Infotech from January 2015 to March 2017. He worked in DMX Technologies
(India) Private Limited
from March 2017 to July 2017 and as a part of organisational restructuring he was
transferred to EverestIMS
Technologies Private Limited in August 2017. He joined our Company on in August 2017 as
Team Lead, Services.
Role: Mr. Thakurs key responsibilities include client support head, technical
support, relationship management,
and overall customer success.
In FY 2026, Harshvardhan Thakur received a compensation of Rs. 16.44 Lakhs from our Company.
Prashanth Sridharan
Mr Prashanth Sridharan is a Senior Engineer, IT of our Company.
Education: He has completed his Bachelor of Engineering in Electronics and
Communication Engineering from
Anna University Chennai in the year 2018.
Experience: He previously worked in Sysnet Global Technologies Private Limited from
January 2018 to March
2019 was relieved from job as Customer Support Engineer. He joined Future Focus Infotech
Private Limited as
Network Engineer L1 and was deputed to client IBM India Private Limited, Pollach from
April 2019 to July 2021.
He joined our Company on July 5, 2021 as Engineer, IT.
Role: IT manager, installation, maintenance, compliance and optimization of
hardware, software, and networks
for seamless operations.
In FY 2026, Prashanth Sridharan received a compensation of Rs. 11.67 Lakhs from our Company.
Praveen Kumar Sinha
Mr. Praveen Kumar Sinha is a Vice President of Software Solutions of our Company
Education: He has completed his Bachelor of Technology Degree in Computer science
and Engineering from
VIT University, Tamil Nadu in the year 2007.
Experience: He previously worked in HSB Soft Technologies Private Limited as a
Senior Software Engineer
from July 2007 to January 2011 and was relieved from his job as Senior Software Engineer.
He worked in DMX
Technologies (India) Private Limited as Principal Engineer, and Technology Manager from
January 2011 to
August 2017 and as a part of organisational restructuring he was transferred from DMX
Technologies (India)
Private Limited to EverestIMS Technologies Private Limited in August 2017. He joined our
Company in August
2017 as Manager Technology.
Role: Mr. Sinhas key responsibilities include strategizing, planning, and
executing large-scale solutions while
leading multiple teams
In FY 2026, Praveen Kumar Sinha received a compensation of Rs. 33.77 Lakhs from our Company.
Pushpa Hanumaiah
Ms. Pushpa Hanumaih is a Corporate Legal Manager of our Company.
Education: She completed her Bachelor of commerce from Bangalore University in the
year 1997. She completed
her Master of Business Administration from The ICFAI University Dehradun, in the year
2008. She completed
her three-year LL. B from Bengaluru Law College, Bengaluru in the year 2022.
Experience: She previously worked in Syratron Technologies Private Limited as Sales
Support from December
2010 to October 2012. She worked in DMX Technologies (India) Private Limited as Manager
Logistics from
October 2012 to July 2017 and as a part of organisational restructuring she was
transferred from DMX
Technologies (India) Private Limited to EverestIMS Technologies Private Limited as
Managing Logistics in
August 2017.
Role: Ms. Pushpas key responsibilities include overseeing legal affairs and
ensuring organizational compliance
with laws, regulations, and policies
In FY 2026, Pushpa Hanumaiah received a compensation of Rs. 25.59 Lakhs from our Company.
Ramya Sellamuthu
Ms. Ramya Sellamuthu is a Senior Quality Manager of our Company.
Education: She completed her Bachelor of Science from Bharathiar University in the
year April,2004. She
completed her Master of Computer Application from Anna University, Chennai in the year
2007.
Experience: She previously worked in HSBSoft Technologies Private Limited from
April 2010 to June 2015 and
was relieved from job as Engineer-Quality. She worked in DMX Technologies (India) Private
Limited as a Senior
QA engineer from January 2011 to July 2017 and as a part of organisational restructuring,
she was transferred
from DMX Technologies (India) Private Limited to EverestIMS Technologies Private Limited
in August 2017 as
Associate Quality Manager.
Role: Ms. Ramyas key responsibilities include leading testing strategies, ensuring
software quality, and managing
teams for final product delivery
In FY 2026, Ramya Sellamuthu received a compensation of Rs. 29.18 Lakhs from our Company.
Rohit Garg
Mr. Rohit Garg is a Sales Head, Government in our Company.
Education: He completed his Bachelor of Technology Degree in Computer Engineering
from Rajasthan Technical
University, Kota in the year 2011.
Experience: He previously worked in IAP Company Private Limited from December 2011
to March 2012 and
was relieved from his job as a Programmer. He worked in Cubic Computing Private Limited as
Technical
Specialist from July 2012 to March 2014. He worked in DMX Technologies (India) Private
Limited as Engineer
Presales from February 2014 to July 2017 and as a part of organisational restructuring he
was transferred from
DMX Technologies (India) Private Limited to EverestIMS Technologies Private Limited in
August 2017. He
joined our Company in August 2017 as Sales Head, Government.
Role: Mr. Gargs key responsibilities include Drive government sector sales,
building relationships, and ensuring
alignment with government and public sector requirements.
In FY 2026, Rohit Garg received a compensation of Rs. 95.38 Lakhs from our Company.
T S Shwetha Shree
Ms. T S Shwetha Shree is a Senior Project Manager in our Company.
Education: She has completed her Bachelor Engineering in Computer Science and
Engineering from
Visveswaraiah Technological University Belgaum in the year 2008.
Experience: She previously worked with Gemini Communication Limited and was relived
from job as Technical
Consultant in the year February 2011. She worked in DMX Technologies (India) Private
Limited as a Project
Engineer from February 2011 to July 2017 and as a part of organisational restructuring,
she was transferred from
DMX Technologies (India) Private Limited to EverestIMS Technologies Private Limited in
August 2017 ass
Associate Services Manager.
Role: Ms. Shwetha Shrees key responsibilities include overseeing deployment of
software products, ensuring
seamless implementation, integration, and timely delivery to clients.
In FY 2026, T S Shwetha Shree received a compensation of Rs. 29.57 Lakhs from our Company.
Soumya S Nandhakumar
Ms. Soumya S Nandhakumar is a Content Manager in our Company.
Education: She has completed her Bachelor of Arts in English from University of
Madras Institute of Distance
Education in the year 2008.
Experience: She previously worked in HSBSoft Technologies Private Limited from May
2014 to June 2015 and
was relieved from the job as Associate Biz, Operations. She worked in DMX Technologies
(India) Private Limited
and as a part of organisational restructuring she was transferred from DMX Technologies
(India) Private Limited
to EverestIMS Technologies Private Limited in August 2017. She joined our Company in
August 2017 as an
Executive, HR.
Role: Ms. Soumya S Nandhakumars key responsibilities include developing and
executing marketing strategies,
overseeing campaign execution, and driving brand visibility and growth.
In FY 2026, Soumya S Nandhakumar received a compensation of Rs. 18.44 Lakhs from our Company.
Subramanyam Mallela
Mr. Subramanyam Mallela is an Associate Finance Manager in our Company.
Education: He completed his Bachelor of Commerce from Bangalore Central University,
Bangalore in the year
2021
Experience: He previously worked in Magna Infotech Private limited as Admin Executive
from May 2011 till
December 2011. He worked in DMX Technologies (India) Private Limited as Accounts Executive
and as a part
of organisational restructuring, he was transferred from DMX Technologies (India) Private
Limited to EverestIMS
Technologies Private Limited in August 2017. He joined our Company in August 2017 as a
Senior Finance
Executive.
Role: Mr. Subramanyams key responsibilities include supporting financial reporting,
budgeting, and analysis,
compliance, and ensuring accuracy and timely submission of financial data.
In FY 2026, Subramanyam Mallela received a compensation of Rs. 22.29 Lakhs from our Company.
Yugandhar V
Mr. Yugandhar V is an HR Manager in our company.
Education: He has completed his Bachelor of Business Management from Sri Venkateswara
University in the
year 2014. He has completed his Master of Business Administration from Acharya Nagarjuna
University in the
year 2016.
Experience: He previously worked in eCentric Solutions Private Limited as HR Assistant
from July 2016 to
November 2017. He worked in Cadmaxx solutions Private Limited and deputed to Mahindra
Aerostructures
Private Limited as HR Executive from November 2017 to February 2019. He joined our Company
in March 2019
as HR Executive.
Role: Mr. Yugandhars key responsibilities include Develop and implement HR strategies,
oversee recruitment,
performance management, and employee engagement initiatives.
In FY 2026, Yugandhar V received a compensation of Rs. 17.11 Lakhs from our Company.
Prakash Bhat
Prakash Bhat is the Chief Financial Officer of our Company. For details see the section
titled Our Management -
"Key Managerial Person" beginning on page 179.
Sridharan S Yadav
Sridharan S Yadav is the Company Secretary and Compliance Officer of our Company. For
details see the section
titled Our Management - "Key Managerial Person"
beginning on page 179.
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
None of the Key Managerial Personnel and Senior Management of our Company are related
to each other as per
section 2(77) of the Companies Act, 2013.
None of our Key Managerial Personnel and Senior Management have been appointed on our
Board pursuant to
any arrangement with our major shareholders, customers, suppliers, or others.
For details regarding the shareholding pattern see the section titled, "Shareholding
of Directors in Our
Company" on page 192.
Except as disclosed herein below, none of our Key Managerial Personnel and Senior
Management hold any Equity
Shares in our Company.
Sr. No. |
Name of KMP/SMP | No. of Equity Shares held in our Company |
% of pre-Offer equity share capital |
% of post-Offer equity share capital |
1. |
Prakash Bhat (KMP) | 3,30,000 | 1.94 | [-] |
2. |
Abhirup Sarkar (SMP) | 4,62,000 | 2.71 | [-] |
3. |
Praveen Kumar Sinha (SMP) |
3,96,000 | 2.32 | [-] |
4. |
Ramya Sellamuthu (SMP) |
1,98,000 | 1.16 | [-] |
5. |
T S Shwetha Shree (SMP) |
31,500 | 0.18% | [-] |
6. |
Subramanyam Mallela (SMP) |
15,930 | 0.09% | [-] |
7. |
Pushpa Hanumaiah (SMP) |
35,370 | 0.21% | [-] |
8. |
Rohit Garg (SMP)] | 1,44,000 | 0.84% | [-] |
9. |
Soumya S. Nandhakumar (SMP) | 11,070 | 0.06% | [-] |
10. |
Harshvardhan Thakur (SMP) |
9,585 | 0.06% | [-] |
11. |
Yugandhar V (SMP) | 10,008 | 0.06% | [-] |
12. |
Prashant S (SMP) | 1,800 | 0.01% | [-] |
Following have been the changes in the Key Managerial Personnel and Senior Management
during the last three
years:
Name |
Date of Event | Nature of Event | Reason |
Deepak Kumar Shenbagarajan |
October 21, 2024 |
Appointment | Appointment as an Additional Director |
Sudhakar Aruchamy (KMP) |
October 21, 2024 |
Appointment | Appointment as an Additional Director |
Prakash Bhat (KMP) |
October 01, 2024 |
Appointment | Appointment as Chief Financial Officer |
Nagashree Hegde (KMP) |
October 01, 2024 |
Appointment | Appointment as Company Secretary |
Satish Kumar Vijayaragavan |
October 22, 2024 |
Change in designation | Appointment as Managing Director |
Arun Prasath Ramadoss (KMP) |
October 22, 2024 |
Change in designation | Appointment as Whole Time Director |
Ramesh Pratap Tiwari (KMP) |
October 22, 2024 |
Change in designation | Appointment as Whole Time Director |
Sudhakar Aruchamy (KMP) |
October 22, 2024 |
Change in designation | Appointment as Chairman and Whole Time Director |
Deepak Kumar Shenbagarajan |
October 22, 2024 |
Change in designation | Appointment as Whole Time Director |
Nagashree Hegde (KMP) |
November 06, 2024 |
Cessation | Company Secretary |
Vijayalaxmi Sangayya Salimath |
November 06, 2024 |
Appointment | Company Secretary |
| December 29, 2025 |
Cessation | Due to resignation by Company Secretary & Compliance Officer |
|
Srikanth Audina (KMP) |
December 06, 2024 |
Appointment | Appointment as an additional director |
Ganesh Kumar Nagaiah (KMP) |
December 06, 2024 |
Appointment | Appointment as an additional director |
Deepak Gupta (KMP) |
December 06, 2024 |
Appointment | Appointment as an additional director |
Srikanth Audina (KMP) |
December 06, 2024 |
Change in designation | Appointment as Whole Time Director |
Ganesh Kumar Nagaiah (KMP) |
December 06, 2024 |
Change in designation | Appointment as Whole Time Director |
Deepak Gupta (KMP) |
December 06, 2024 |
Change in designation | Appointment as Whole Time Director |
Samaresh Mandal (SMP) |
May 02, 2025 | Resignation | Due to personal commitments |
Pon Vijaya Raghavan (SMP) |
June 27, 2025 | Resignation | Resignation |
Sridharan S Yadav (KMP) |
December 30, 2025 |
Appointment | Appointment of Company Secretary & Compliance Officer |
For details of change in the Directors of our Company, please see the section entitled
"Changes in the Board in
the last three years" on page 204.
None of our Key Managerial Personnel has received or is entitled to any contingent or
deferred compensation
accrued for the Fiscal 2026.
For details of our Companys ESOP Schemes, please see "Capital Structure -
EverestIMS Technologies Limited
Employee Stock Option Plan RSU2022" on page 70.
As on the date of filing of this Red Herring Prospectus, the history of attrition rate
of our Key Managerial
Personnel of our Company is not higher than the industry attrition rate.
Except for the payment of salaries, perquisites, and reimbursement of expenses incurred
in the ordinary course of
business and as disclosed in Related Party Transactions under the chapter "Restated
Consolidated Financial
Information" beginning on page no. 234. We do not have any performance-linked
bonus or profit-sharing plan
with any of our officer. Except as stated in the Red Herring Prospectus we have not paid/
given any other benefit
to the officers of our Company, within the two preceding years nor do we intend to make
such payment/ give such
benefit to any officer as on the date of this Red Herring Prospectus.
Our Key Managerial Personnel and the Senior Management have not entered into any
service contracts with our
Company which include termination or retirement benefits. Except for statutory benefits
upon termination of their
employment in our Company or superannuation, none of the Key Managerial Personnel and
Senior Management
is entitled to any benefit upon termination of employment or superannuation.
OUR PROMOTER AND PROMOTER GROUP
The Promoters of our Company are:
1. Mr. Sudhakar Aruchamy
2. Mr. Satish Kumar Vijayaragavan
3. Mr. Ramesh Pratap Tiwari
4. Mr. Arun Prasath Ramadoss
5. Mr. Deepak Kumar Shenbagarajan
6. Mr. Srikanth Audina
7. Mr. Ganesh Kumar Nagaiah
8. Mr. Deepak Gupta
As on the date of this Red Herring Prospectus, our Promoters together holds 1,36,99,990
Equity Shares of our
Company, representing 80.38% of the pre-Offer paid-up equity share capital of our Company.
For details of the
build-up of the Promoters shareholding in our Company, see "Capital Structure-
Capital Build-up of our
Promoter shareholding in the Company" on page 70 of this Red Herring
Prospectus.
1. Mr. Sudhakar Aruchamy
Mr. Sudhakar Aruchamy, aged 45 years, serves as the
Chairman and |
|||
As on the date of this Red Herring Prospectus, Mr.
Sudhakar Aruchamy holds 16,42,570 Equity Shares, |
|||
2. Mr. Satish Kumar Vijayaragavan |
|||
fk |
Mr. Satish Kumar Vijayaragavan, aged 46 years, serves as
the Managing |
||
As on the date of this Red Herring Prospectus, Mr. Satish
Kumar Vijayaragavan holds 22,02,000 Equity Shares, |
|||
3. Mr. Arun Prasath Ramadoss |
|||
jy |
Mr. Arun Prasath Ramadoss, aged 45 years, serves as the
Whole Time |
||
As on the date of this Red Herring Prospectus, Mr. Arun
Prasath Ramadoss holds 16,42,570 Equity Shares, |
|||
4. Mr. Ramesh Pratap Tiwari |
|||
Mr. Ramesh Pratap Tiwari, aged 52 years, serves as the
Whole Time |
|||
As on the date of this Red Herring Prospectus, Mr. Ramesh
Pratap Tiwari holds 16,42,570 Equity Shares, |
|||
5. Mr. Deepak Kumar Shenbagarajan |
|||
Mr. Deepak Kumar Shenbagarajan, aged 43 years, holds the
position of |
|||
As on the date of this Red Herring Prospectus, Mr. Deepak
Kumar Shenbagarajan holds 16,42,570 Equity |
|||
6. Mr. Srikanth Audina |
|||
jl |
Mr. Srikanth Audina, aged 49 years, holds the position of Whole Time Director on our Board. For the complete profile of Mr. Srikanth Audina along with details of his date of birth, personal address, educational qualifications, professional experience, position/posts held in the past, directorships held, business and financial activities, other directorships, other ventures, and special achievements, please refer to the chapter titled "Our Management" beginning on page 179 of this Red Herring Prospectus. His PAN is APHPS3858Q |
||
As on the date of this Red Herring Prospectus, Mr.
Srikanth Audina holds 16,42,570 Equity Shares, |
|||
7. Mr. Ganesh Kumar Nagaiah |
|||
- 9 |
Mr. Ganesh Kumar Nagaiah, aged 44 years, holds the position of Whole Time Director on our Board. For the complete profile of Mr. Ganesh Kumar Nagaiah along with details of his date of birth, personal address, educational qualifications, professional experience, position/posts held in the past, directorships held, business and financial activities, other directorships, other ventures, and special achievements, please refer to the chapter titled "Our Management" beginning on page 179 of this Red Herring Prospectus. His PAN is AJMPG1655J |
||
As on the date of this Red Herring Prospectus, Mr. Ganesh
Kumar Nagaiah holds 16,42,570 Equity Shares, |
|||
8. Mr. Deepak Gupta |
|||
| Mr. Deepak Gupta, aged 45 years, holds the position of Whole Time Director on our Board. For the complete profile of Mr. Deepak Gupta along with details of his date of birth, personal address, educational qualifications, professional experience, position/posts held in the past, directorships held, business and financial activities, other directorships, other ventures, and special achievements, please refer to the chapter titled "Our Management" beginning on page 179 of this Red Herring Prospectus. His PAN is AKNPG7966Q |
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As on the date of this Red Herring Prospectus, Mr. Deepak
Gupta holds 16,42,570 Equity Shares, representing |
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In relation to all of our Promoters, our Company confirms that the PAN, bank account
number, passport number,
aadhaar card number and driving license number shall be submitted to the Stock Exchange on
which the Equity
Shares are proposed to be listed at the time of filing of this Red Herring Prospectus.
Mr. Satish Kumar Vijayaragavan and Mr. Srikanth Audina were the initial Promoters of
the Company. Thereafter,
Mr. Ramesh Pratap Tiwari and Mr. Arun Prasath Ramadoss became the Promoters of the Company
as on March
31, 2023. Subsequently, Mr. Sudhakar Aruchamy, Mr. Deepak Kumar Shenbagarajan, Mr. Ganesh
Kumar
Nagaiah, and Mr. Deepak Gupta were recognised as the promoters of our Company ("Promoters"),
pursuant to a
resolution passed by our Board of Directors dated June 1, 2023, in furtherance of the
request for recognition of
Promoters. Except as stated herein, there has been no change in the control of our Company
during the three years
immediately preceding the date of this Red Herring Prospectus. Accordingly, as on the date
of this Red Herring
Prospectus, the Company has eight Promoters. For more information, please refer to
chapters titled "Our History
and Corporate Structure" and "Capital Structure - Capital Build-up
of our Promoter shareholding in the
Company" on pages 173 and 70 respectively.
Except as disclosed in chapter titled "Our Management"
beginning on page 179 of this Red Herring Prospectus,
there has been no change in management of our Company during the last three years.
Our Promoters have adequate experience in the line of business, including any proposed
line of business, of our
Company. For details in relation to the experience of our Promoters in the business of our
Company, please refer
to the chapter titled "Our Management" beginning on page 179.
Our Promoters are interested in our Company to the extent the Promoters have (i)
promoted our Company, (ii) to
the extent of their shareholding in our Company (iii) the directorship in our Company (iv)
other distribution in
respect of their shareholding in our Company, from time to time. For further details on
the shareholding of our
Promoters in our Company, see "Capital Structure - Equity shareholding of the
promoter and promoter group"
on page 70.
All of our Promoters may be deemed to be interested to the extent of remuneration
and/or reimbursement of
expenses payable to them for services rendered to our Company in accordance with the
provisions of the
Companies Act and in terms of the agreements entered into with our Company, if any, and
AOA of our Company.
For details refer to the chapter titled "Our Management" beginning
on page 179 of this Red Herring Prospectus.
Our Promoters are not interested as a member of a firm or company, and no sum has been
paid, or agreed to be
paid to our Promoters or to any firm or company, in cash or shares or otherwise by any
person either to induce
them to become, or to qualify them as directors, promoters or otherwise for services
rendered by such Promoters
or by such firm or company, in connection with the promotion or formation of our Company.
Our Promoters have no interest, whether direct or indirect, in any property acquired by
our Company within the
preceding three years from the date of this Red Herring Prospectus or proposed to be
acquired by the Company,
or in any transaction with respect to the acquisition of land, construction of building
and supply of machinery.
Except for having interest by being the directors of the Subsidiary which holds the intellectual property,
which is used by our Company, Our Promoters are not interested in any other entity that holds any intellectual
property rights that are used by our Company.
Our Promoters may also be interested to the extent of providing personal guarantees for
some of the loans taken
by our Company. For details see "Capital Structure", "Our Management
and "Restated Consolidated Financial
Information -Note XXXII (Related Party Transactions)" beginning on pages 70,
179, and 234 respectively of
this Red Herring Prospectus.
Except as disclosed below and as stated in "Restated Consolidated Financial
Information-Related Party
Transactions" and "Our Management beginning on pages 234 and 179,
respectively, there have been no
amounts paid or benefits granted by our Company to our Promoters or any of the members of
the Promoter Group
in the two years preceding the date of this Red Herring Prospectus, nor is there any
intention to pay any amount
or provide any benefit to our Promoters or Promoter Group as on the date of this Red
Herring Prospectus.
Our Promoters are not disassociated from any companies or firms during the preceding
three years from the date
of filing of this Red Herring Prospectus.
Except as disclosed in the chapter titled "Our Management" beginning
on page 179 of this Red Herring
Prospectus, there are no other ventures, in which our Promoters have any business
interests/ other interests.
For details on litigations and disputes pending against our Promoters and defaults made
by the
Promoters, if any, please refer to the section titled "Outstanding Litigation and
Material Developments"
beginning on page 287 of this Red Herring Prospectus.
Our Promoters have not given any material guarantees to third parties with respect to
the Equity Shares of our
Company. For further information, please refer to the details under the heading " Capital
Structure" on page 70.
In addition to the Promoters named above, the following natural persons are part of our Promoter Group:
1. Natural Persons who are part of the Promoter Group
As per Regulation 2 (1) (pp)(ii) of the SEBI ICDR Regulations, the natural persons who
are part of the
Promoter Group (due to their relationship with the Promoters) are as follows:
Name of the Promoter |
Name of the relative | Relationship with Promoter |
Mr. Sudhakar Aruchamy |
Late Aruchamy | Father |
| Kalyani Arusamy(1) | Mother | |
| Deepika Sudhakar | Wife | |
| Saravanan Aruchasamy(1) & Vinoth | Brother(s) | |
| - | Sister | |
| - | Son(s) | |
| Swasthika Sudhakar | Daughter(s) | |
| Late N Mariappan | Spouses Father | |
| M Renuga Devi | Spouses Mother | |
| Praveen M | Spouses Brother | |
| K.S Shalini | Spouses Sister | |
Mr. Satish Kumar |
Vijayaragavan V | Father |
| Chandrika | Mother | |
| Divya Mohan | Wife | |
| - | Brother(s) | |
| V Prathiba | Sister | |
| Avyaan S Kumar | Son(s) | |
| - | Daughter(s) | |
| R Mohan | Spouses Father | |
| Latha Mohan | Spouses Mother | |
| - | Spouses Brother | |
| - | Spouses Sister | |
Mr. Ramesh Pratap Tiwari |
Late Satyanarayan Tiwari | Father |
| Narayan devi | Mother | |
| Swapnil Ramesh Tiwari | Wife | |
| Avadhesh Pratap Tiwari & Mahesh Pratap Tiwari |
Brother(s) | |
| - | Sister | |
| Vedant Ramesh Tiwari | Son(s) | |
| Vedanshi Ramesh Tiwari | Daughter(s) | |
| Jokhu Prasad Tiwari | Spouses Father | |
| Late Pushpa Tiwari | Spouses Mother | |
| Sudheer Tiwari & Pawan Kumar Tiwari |
Spouses Brother | |
| - | Spouses Sister | |
Mr. Arun Prasath Ramadoss |
Late Ramadoss | Father |
| Bagyam | Mother | |
| Priya Subburaj | Wife | |
| Siva Santosh Kumar R | Brother(s) | |
| - | Sister | |
| - | Son(s) | |
| - | Daughter(s) | |
| Subburaj Chinnathambithevar | Spouses Father | |
| Gunasundari | Spouses Mother | |
| - | Spouses Brother | |
| Nithya S & Saranya | Spouses Sister | |
Mr. Deepak Kumar |
Late S Shenbagarajan | Father |
| Selvarani S | Mother | |
| J Parthi | Wife | |
| Ganesh Kumar S & Vijayakumar S & Gurubaskaran S |
Brother(s) | |
| - | Sister | |
| Tarun Deepak | Son(s) | |
| Tansi Deepak | Daughter(s) | |
| Late V S A Jeevan | Spouses Father | |
| Meena Kumari J | Spouses Mother | |
| - | Spouses Brother | |
| J Prathiba | Spouses Sister | |
Mr. Srikanth Audina |
Late Venkata Rao Audina | Father |
| Late Audina Kanakadurga | Mother | |
| Madhusree Audina | Wife | |
| Srinivas Audina | Brother(s) | |
| - | Sister | |
| - | Son(s) | |
| Audina Sahasra Mahita | Daughter(s) | |
| Samineni Bhaskara Rao | Spouses Father | |
| Samineni Rama Devi | Spouses Mother | |
| Satish Samineni & Mahesh Samineni | Spouses Brother | |
| - | Spouses Sister | |
Mr. Ganesh Kumar Nagaiah |
Late P Nagaiah | Father |
| N Mallika | Mother | |
| R T Karthiga | Wife | |
| - | Brother(s) | |
| Srividhya & Ramya Nagaiah | Sister | |
| G Aswin | Son(s) | |
| N G Harini | Daughter(s) | |
| Thillaichidambaram R | Spouses Father | |
| Devagi Thillai Chidambaram | Spouses Mother | |
| Pravin Thillai Chidambaram | Spouses Brother | |
| - | Spouses Sister | |
Mr. Deepak Gupta |
Rameshwar Dayal Gupta | Father |
| Ramkumari Gupta | Mother | |
| Sonia Gupta | Wife | |
| Nitin | Brother(s) | |
| Jyoti Bai & Roshni Gupta | Sister | |
| - | Son(s) | |
| Anjika Gupta | Daughter(s) | |
| Late Anand Swaroop Gupta | Spouses Father | |
| Mithla Gupta | Spouses Mother | |
| Rohit Gupta & Mohit Gupta | Spouses Brother | |
| Priyanka Gupta | Spouses Sister |
(1) All names of Promoter Group members are as mentioned in their respective Aadhaar
cards.
However, there may be minor discrepancies between the names appearing in KYC documents of
certain Promoter Group members.
2. Corporate Entities or Firms forming part of the Promoter Group
As per Regulation 2 (1)(pp)(iv) of the SEBI ICDR Regulations, the following entities
would form part of
our Promoter Group:
Sr No. |
Nature of Relationship | Entities |
1. |
Any body corporate (other than subsidiary & associate) in which 20% or more of the share capital is held by the Promoter or an immediate relative of the Promoter or a firm or HUF in which the Promoter or any one or more of his immediate relatives is a member; |
Vedanshi Infotech Pvt Ltd. |
2. |
Any body corporate in which a body corporate as provided in (A) above holds twenty percent. or more, of the equity share capital; and |
3. |
Any Hindu undivided family or firm in which the aggregate share of the promoter and their relatives is equal to or more than twenty percent of the total capital. |
Ramesh Pratap Tiwari (HUF) |
3. Other persons included in Promoter Group
None of other persons form a part of Promoter Group, whose shareholding is aggregated
under the heading
"shareholding of the promoter group" under Regulation 2(1)(pp)(v) of SEBI ICDR
Regulations.
OUR GROUP COMPANY
Pursuant to a board resolution dated July 15, 2026 our Board has noted that in
accordance with the SEBI ICDR
Regulations and for the purpose of disclosure in this Red Herring Prospectus, Group
Companies shall include the
companies and (other than our Promoters & Subsidiary Company) with which there were
related party transactions
disclosed as related parties in accordance with Accounting Standard ("AS 18")
issued by the Institute of Chartered
Accountants of India, during any of the last three Financial Years in respect of which the
Restated Consolidated
Financial Information are included in this Red Herring Prospectus ( Relevant Period
) and such other company
as deemed material by our Board in accordance with the Materiality Policy.
Accordingly, for the above paragraph, all such companies (other than our Subsidiary)
with which our Company
had related party transactions as covered under the relevant accounting standard (i.e., AS
18), during the period
disclosed in Restated Consolidated Financial Information, have been considered as Group
Company in terms of
the SEBI ICDR Regulations.
Accordingly, on the basis of the above, Vedanshi Infotech Private Limited, has been
identified as our group
company ("Group Company")
Registered Office
The registered office of Vedanshi Infotech Private Limited is situated at Flat No.
2603, A-3, Plot No.5, Atlantis
CHS, Sector No. 11, Ghansoli, Thane - 400701, Maharashtra, India.
Financial Information
Certain financial information derived from the audited financial statements of Vedanshi
Infotech Private Limited
for Fiscal 2025, Fiscal 2024 and Fiscal 2023, as required by the SEBI ICDR Regulations,
are available on the
website of the Company at https://everestims.com/.
In the promotion of our Company
Our Group Company do not have any interest in the promotion of our Company.
In the properties acquired by our Company in the past three years before filing the Red
Herring Prospectus or
proposed to be acquired by our Company
Our Group Company is not interested, directly or indirectly, in the properties acquired
by our Company in the
three years preceding the date of this Red Herring Prospectus or proposed to be acquired
by our Company.
In transactions for acquisition of land, construction of building and supply of machinery, etc.
As on the date of this Red Herring Prospectus, Our Group Company have no interest,
directly or indirectly, in any
transaction for the acquisition of land, construction of building or supply of machinery
etc. entered into by our
Company.
Except as stated in the chapter titled, "Outstanding Litigations and
Material Developments - Litigation
Involving our Group Company Which May Have a Material Impact on our Company"
on page 287 there are
no pending litigations involving our Group Company which may have a material impact on our
Company.
Except as disclosed below, there are no common pursuits amongst our Group Company and
our Company as on
the date of this Red Herring Prospectus.
Our Group Company, in accordance with its constitutional documents, is authorised to
undertake certain business
activities that are similar and/or synergistic to the business carried on by our Company.
While such activities may
give rise to potential conflicts of interest, our Company and our Group Company will, if
and when any such
conflict arises, adopt appropriate procedures and practices, as permitted under applicable
law and regulatory
guidelines, to address and mitigate such conflict. Our Company has not encountered any
instances of conflict in
the past.
For further details, see the Risk Factor - point no. 12, "Our Group Company,
Vedanshi Infotech Private Limited,
may engaged in a business similar to that of our Company. Although we have entered into a
non-compete
agreement with our Group Company, we cannot assure you that conflict of interest will not
arise in the future,
which may adversely affect our business, financial condition, results of operations and
prospects. " on the page
no. 30 of this Red Herring Prospectus.
Except as disclosed in "Summary of Related Party Transactions"
on page 56 and "Restated Consolidated
Financial Information" on page 234, there are no other related business
transactions between our Group
Company and our Company.
Except in the ordinary course of business and as stated in "Summary of
Related Party Transactions" on page 56
and "Restated Consolidated Financial Information" on page 234, our
Group Company have no business interest
in our Company.
There are no material existing or anticipated transactions with our Group Company in
relation to utilisation of the
Offer Proceeds.
As on the date of this Red Herring Prospectus, the securities of our Group Company are
not listed on any stock
exchange in India or abroad.
There is no conflict of interest between the suppliers of raw materials and third-party
service providers (which are
crucial for operations of the Company) and any of the Group Company and its directors.
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