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Gurunanak Agriculture India Ltd Directors Report

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Oct 31, 2025|12:00:00 AM

Gurunanak Agriculture India Ltd Share Price directors Report

As per the Articles of Association, our Company is required to have not less than 3 (Three) directors and not more than 15 (Fifteen) Directors subject to the applicable provisions of the Companies Act, 2013.

As on the date of Prospectus, our Company has 5 (Five) Directors on our Board, 1 (One) Managing Director, 1 (One) Whole-Time Director, 3 (Three) Non-Executive Director including 2 (Two) Independent Directors. There is 1 (One) Women Directors in our Board. The details of the Directors are as follows:

Sl. No. Name of the Director

DIN Current Designation Date of Joining#
1 Harjeet Singh 02241438 Managing Director 05/02/2010
2 Jaspreet Kaur 09615927 Whole Time Director 01/06/2024
3 Kamaljeet Singh Kalsi 09615928 Non-Executive Director 23/09/2024
4 Nihal Chand Jain 10863012 Independent Director 14/12/2024
5 Sashi Bhusan Sharma 10871942 Independent Director 14/12/2024

# Original date of appointment as per MCA database.

The following table sets forth details regarding the Board of Directors as on the date of this prospectus:

Sl. No. Particulars

Details

Name of the Director

Harjeet Singh

Fathers Name

Sukhdev Singh B-17/16 Sector-03, Udaya Society, Tatibandh, Raipur, Chhattisgarh-

Residential Address

492099

Date of Birth 12-08-1976
Age 48
Designation Managing Director
DIN 02241438
1 Occupation Business
Nationality Indian
Qualification B. Tech from Bundelkhand University, Jhansi (1998)
No. of Years of Experience 14 Years
Date of Appointment Since Incorporation; Re-designated as MD w.e.f. 23/09/2024

Terms of Appointment

3 years commencing from 23.09.2024 to 22.09.2027; Liable to retire by rotation

Directorship in other companies Nil
Other Ventures Nil

Sl. No. Particulars

Details

Name of the Director

Jaspreet Kaur

Fathers Name Gurbachan Singh
B-17/16 Sector-03, Udaya Society, Tatibandh, Raipur, Chhattisgarh-
Residential Address
492099
Date of Birth 20-11-1980
Age 44
Designation Whole Time Director
DIN 09615927
2 Occupation Business
Nationality Indian
Qualification Bachelor of Arts degree from Punjab University in the year 2001
No. of Years of Experience 9 Years
Date of Appointment 01.06.2024; Redesignated as Whole Time Director w.e.f. 23.09.2024

Terms of Appointment

3 years commencing from 23.09.2024 to 22.09.2027; Liable to retire by rotation

Directorship in other companies Gurunanak Ventures Private Limited
Other Ventures Nil

Sl. No. Particulars

Details

Name of the Director

Kamaljeet Singh Kalsi

Fathers Name Harjeet Singh

Residential Address

B-17/16 Sector-03, Udaya Society, Tatibandh, Raipur, Chhattisgarh- 492099

Date of Birth 27-02-2002
Age 23
Designation Non-Executive Director
DIN 09615928
3 Occupation Business
Nationality Indian
Qualification Secondary Education from N H Goel World School;
No. of Years of Experience 6 Years

Date of Appointment

Appointed as an additional Non-Executive Director on 23.09.2024 and got regularised as Non-Executive Director on 30.09.2024

Terms of Appointment Liable to retire by rotation
Directorship in other companies Gurunanak Ventures Private Limited
Other Ventures Nil

 

Sl. No. Particulars

Details

Name of the Director

Nihal Chand Jain

Fathers Name Lal Chand Jain
H. No-101, Sheetal Vihar, Devendra Nagar, Sector-2, Raipur,
Residential Address
Chhattisgarh-492001
Date of Birth 06-12-1980
Age 44
Designation Independent Director
DIN 10863012
IDDB Registration No. with IICA

IDDB-NR-202412-067585, valid from 12th December, 2024 to 11th

4

December, 2029
Occupation Professional
Nationality Indian
Qualification ACA in the year 2009 and FCA in the year 2014
No. of Years of Experience 15 years
Date of Appointment 14-12-2024
Terms of Appointment For a period of 5 years from 14.12.2024
Directorship in other companies -
Other Ventures N C Jain & Co

Sl. No. Particulars

Details

Name of the Director

Shashi Bhusan Sharma

Fathers Name Lalan Sharma
Residential Address Flat No 402, Malay Heights Mahadev Ghat Road Raipur- 492001
Date of Birth 26-09-1964
Age 60
Designation Independent Director
DIN 10871942

th, 2024 to

IDDB Registration No. with IICA

IDDB-NR-202412-067852, valid from December 17

December 16th, 2029

5

Occupation Professional
Nationality Indian
Qualification Bachelor of Science from Municipal College Rourkela in the year 1984
No. of Years of Experience 38 Years
Date of Appointment 14-12-2024
Terms of Appointment For a period of 5 years from 14.12.2024
Directorship in other companies Nil
Other Ventures Nil

BRIEF BIOGRAPHIES OF THE DIRECTORS:

Harjeet Singh, aged about 48 years, is one of the Promoters and Managing Director of our Company. He has been with the Company since its inception, serving as one of the first Directors. He holds a Bachelor of Technology (B. Tech) degree from Bundelkhand University, Jhansi (1998), which has provided him with a solid technical foundation and paved the way for his leadership roles in the manufacturing industry. With over 14 years of dedicated service to the Company, Mr. Singh has played a pivotal role in transforming the Company into a prominent player in the Indian agricultural machinery sector, renowned for its innovation, quality, and commitment to rural development. In the financial year 2023-24, he was compensated 20.00 lakhs.

Jaspreet Kaur, aged about 44 years, is one of the Promoters and Whole Time Director of the Company. She was appointed to the Company on June 1, 2024, and was later redesignated as Whole-Time Director on September 23, 2024. She holds a Bachelor of Arts degree from Punjab University. With more than 9 years of experience in the company, she has played a pivotal role in overseeing the accounts team at Gurunanak Agriculture India Ltd. Her leadership has been instrumental in maintaining financial integrity and optimizing cost efficiency within the Company. Her hands-on involvement in financial planning and resource management has fortified the Companys fiscal foundation, ensuring sustainable growth and prudent resource utilization. In her current role, she is responsible for the overall management of the Company, continuously enhancing financial processes and streamlining accounting practices. Her unwavering commitment to accuracy and transparency has been crucial in driving informed decision-making and establishing the Companys reputation as a trusted leader in the agricultural machinery sector. In the financial year 2023-24, Jaspreet Kaur was compensated 12.00 lakhs.

Kamaljeet Singh Kalsi, aged about 23 years, is Non-Executive Director of our Company. He completed his secondary education in the year 2020 from N H Goel World School, Raipur. He has been with the Company since 2018, where he has made significant contributions in the manufacturing and R&D of Electric Reapers and Track Harvesters, playing a key role in advancing the Companys technological capabilities. He was appointed to the Board on September 23, 2024. With approximately 6 years of experience in manufacturing, R&D, and technological advancement of agricultural machinery, Mr. Kalsi brings valuable insights and expertise to the Company.

Nihal Chand Jain, aged about 44 years, is a Non-Executive Independent Director of our Company. He became a member of Institute of Chartered Accountants of India in February, 2009 and was granted fellow membership in January, 2014. He was appointed on the Board on December 14, 2024 for a period of 5 years. He is registered with Indian Institute of Corporate

Affairs (IICA) and his Independent Directors Data Bank (IDDB) Registration No is IDDB-NR-202412-067585, which is valid from December 12th, 2024 to December 11th, 2029. He also holds Certificate of Practice from ICAI since 2009 and has a vast experience of about15 years into his CA practice. His deep understanding of accounting systems and practices equips him with the ability to provide valuable insights that are crucial for the companys financial health and regulatory compliance.

His broad experience and strong analytical skills significantly contribute to the companys strategic and operational success.

Shashi Bhusan Sharma, aged about 60 years, is the Non-Executive Independent Director of our Company. He holds a Bachelor of Science degree from Municipal College, Rourkela, earned in 1984. He was appointed on the Board on December 14, 2024 for a period of 5 years. He is also registered with Indian Institute of Corporate Affairs (IICA). His Independent Directors Data Bank (IDDB) Registration No is IDDB-NR-202412-067852, which is valid from December 17th, 2024 to December 16th, 2029. With a distinguished career spanning over 38 years at the Central Bank of India, Mr. Sharma retired as a Chief Manager. His extensive experience in the banking sector has equipped him with exceptional leadership, strategic planning, and business development expertise. His deep industry knowledge and unwavering commitment to excellence make him an invaluable asset to our Company, significantly contributing to our operational success.

FAMILY RELATIONSHIPS BETWEEN THE DIRECTORS

Except as mentioned below, none of our directors are related to each other.

o Harjeet Singh is the spouse of Jaspreet Kaur and father of Kamaljeet Singh Kalsi. o Jaspreet Kaur is the spouse of Harjeet Singh and Mother of Kamaljeet Singh Kalsi. o Kamaljeet Singh Kalsi is the son of Harjeet Singh and Jaspreet Kaur.

ARRANGEMENTS WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS

There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant to which any of the Directors were selected as a director or member of a Senior Management as on the date of this prospectus.

SERVICE CONTRACTS

Our Company has not executed any service contracts with its directors providing for benefits upon termination of their employment.

COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES WHOSE SHARES HAVE BEEN/WERE SUSPENDED FROM BEING TRADED ON ANY OF THE STOCK EXCHANGE DURING HIS/HER TENORS FOR A PERIOD BEGINNING FROM FIVE (5) YEARS PRIOR TO THE DATE OF THIS PROSPECTUS

None of the Directors are/were directors of any company whose shares were suspended from being trading by Stock Exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five (5) years or to the extent applicable.

DIRECTORS ASSOCIATION WITH THE SECURITIES MARKET

None of the Directors of our Company are associated with securities market.

COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES THAT HAVE BEEN/WERE DELISTED FROM STOCK EXCHANGES IN INDIA

None of the Directors are/were directors of any entity whose shares were delisted from any Stock Exchange(s). Further, none of the directors are/ were directors of any entity which has been debarred from accessing the capital markets under any order or directions issued by the Stock Exchange(s), SEBI or any other Regulatory Authority.

BORROWING POWERS OF THE BOARD

The Articles, subject to the provisions of Section 180(1)(c) of the Companies Act, 2013 authorize the Board to raise, borrow or secure the payment of any sum or sums of money for the purposes of our Company. The Board of Director vide the special resolution passed at their Extra Ordinary General Meeting dated December 19, 2024, allowed to borrow and that the total outstanding amount so borrowed shall not at any time exceed the limit of 40 Crores.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING:

The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the Emerge Platform of National Stock Exchange of India Limited. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges. The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the Board.

POLICY FOR DETERMINATION OF MATERIALITY & MATERIALITY OF RELATED PARTY TRANSACTIONS AND ON DEALING WITH RELATED PARTY TRANSACTIONS:

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be applicable to our Company immediately upon the listing of Equity Shares of our Company on Emerge Platform of National Stock Exchange of India Limited. We shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on listing of Equity Shares on the Emerge Platform of National Stock Exchange of India Limited.

COMPENSATION OF OUR MANAGING DIRECTOR AND EXECUTIVE DIRECTORS

The compensation payable to Managing Director and Executive Directors will be governed as per the terms of their appointment and shall be subject to the provisions of Sections 2 (54), 2(94), 188, 196, 197, 198 and 203 and any other applicable provisions of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 1956, for the time being in force).

The following compensation has been approved for Managing Director and Whole Time Director

Name of the Director

Harjeet Singh

Originally appointed on 05-02-2010 and Designation changed to Managing

Appointment/Change in Designation

Director w.e.f. 23-09-2024

Current Designation

Managing Director
3 years till 22-09-2027

Terms of Appointment

Liable to retire by rotation Remuneration by way of salary, commission, incentives, bonus, perquisites and other allowance not exceeding Rs. 120.00 Lacs (Rupees One Crore and

Remuneration & Perquisites

Twenty Lacs Only) per annum during the said period of 3 years subject to variation/ revision as may be considered by the Board of Directors from time to time.

Compensation paid in the year 2024-25

30.00 lakhs

Name of the Director

Jaspreet Kaur

Originally appointed on 01-06-2024 and Designation changed to Whole

Appointment/Change in Designation

Time Director w.e.f. 23-09-2024

Current Designation

Whole Time Director

Terms of Appointment

3 years till 22-09-2027 Liable to retire by rotation

Remuneration by way of salary, commission, incentives, bonus, perquisites
and other allowance not exceeding Rs. 60.00 Lacs (Rupees Sixty Lacs

Remuneration & Perquisites

Only) per annum during the said period of 3 years subject to variation/
revision as may be considered by the Board of Directors from time to time.

Compensation paid in the year 2024-25

15.00 lakhs

BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS

We have no bonus or profit-sharing plan for our Directors.

PAYMENT OR BENEFIT TO NON-EXECUTIVE DIRECTORS OF OUR COMPANY

Our company did not have any non-executive directors in FY 2023-24. However, our non-executive directors are at present allowed a sitting fee of 2,000/- (Rupees Two Thousand only) per meeting, for attending the Board and its committee meeting and reimbursement of actual expenses incurred in connection with attending such meetings, as approved by the Board in accordance with the provisions of the Articles, the Companies Act and any other applicable Indian laws and regulations.

Further, our Company has not paid any commission in FY 2023-24 to our non-executive directors. However, they may be paid commissions in such a manner as the Board may decide from time to time, within the overall maximum limit of 1% (one percent) of the net profits of the Company calculated in accordance with the provisions of the Act.

The members of our Company vide a Special Resolution dated December 19, 2024, resolved to fix the limit of collective remuneration upto 20 Lakhs payable to all the directors of our Company other than Managing Director and Wholetime Director.

THE DETAILS OF THE SHAREHOLDING OF OUR DIRECTORS AS ON THE DATE OF THIS PROSPECTUS ARE AS FOLLOWS:

Sl. No.

Name of the Director Shareholder Category/ Status No. of Equity Shares Percentage of Pre-Issue Capital (%) Percentage of Post-Issue Capital (%)
1 Harjeet Singh Managing Director 48,52,208 59.47% 40.44%
2 Jaspreet Kaur Whole Time Director 33,06,672 40.52% 27.56%
3 Kamaljeet Singh Kalsi Non-Executive Director 320 0.00% 0.00%

INTEREST OF OUR DIRECTORS

Our Directors may be deemed to be interested to the extent of their remunerations paid to them for services rendered and with the reimbursement of expenses payable to them as mentioned above. For further details, please refer to section titled

" Our Promoters and Promoter Group" beginning on page no. 175 of this prospectus.

Further, none of our Directors have any interest in any property acquired by our Company within two (2) years of the date of this prospectus or proposed to be acquired by it or in any transaction in acquisition of land or any construction of building. Further, except as disclosed under sub-section "Shareholding of Directors in our Company" above, none of our Directors hold any Equity Shares, Preference Shares or any other form of securities in our Company. Our directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Issue.

Other than as stated above and except as stated in the sections titled "Financial Information as Restated" and "Our Promoters and Promoter Group" beginning on pages 185 and 175 respectively of this prospectus, our Directors do not have any other interest in the business of our Company.

None of the relatives of our directors have been appointed to a place or office of profit in our Company other than mentioned elsewhere in the prospectus. For further details, please refer to section titled "Our Management" on page no. 161 of this prospectus.

Our directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members, promoters, and /or trustees pursuant to this Issue. Some of the directors also hold directorships in Promoter Group and Group Entities of our Company.

Our directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Except as stated in this section "Our Management" or the section titled "Financial Information Related Party Transactions" beginning on page no 161 and 220 respectively of this prospectus, and except to the extent of shareholding in our Company, our Directors do not have any other interest in the business of our Company.

CHANGES IN THE BOARD OF DIRECTORS OF OUR COMPANY IN THE LAST THREE (3) YEARS OR TO THE EXTENT APPLICABLE ARE AS FOLLOWS:

Name

Date Designation Reason
Harjeet Singh 23-09-2024 Managing Director Re-designation
Jaspreet Kaur 23-09-2024 Whole Time Director Re-designation
Kamaljeet Singh Kalsi 23-09-2024 Additional Director (Non-Executive) Appointment
Kamaljeet Singh Kalsi 30-09-2024 Non-Executive Director Regularisation
Nihal Chand Jain 14-12-2024 Independent Director Appointment
Sashi Bhusan Sharma 14-12-2024 Independent Director Appointment
Jagdish Singh 01-06-2024 Managing Director* Resignation

*Mr. Jagdish Singh tendered his resignation from the position of managing director as part of a mutual and amicable decision between the brothers to pursue independent business ventures. Following this decision, Mr. Jagdish Singh officially started his own company based in Babina, Jhansi, where he is currently focusing on building and expanding his individual business operations. This separation was based on mutual understanding and respect, allowing both parties to independently pursue their respective professional goals.

OTHER CONFIRMATIONS:

None of our Directors are on the RBI List of wilful defaulters or fraudulent borrowers as on the date of this prospectus.

None of our Directors of our Company are a fugitive economic offender.

Further, none of our directors are or were directors of any listed company whose shares.

(a) have been or were suspended from trading on any of the stock exchanges during the five years prior to the date of filing this prospectus or. (b) delisted from the stock exchanges.

None of the directors of our Company are debarred from accessing the capital market by SEBI.

None of the Directors has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence etc. except as mentioned in this Prospectus.

CORPORATE GOVERNANCE

In terms of Regulation 15(2)(b) of the SEBI Listing Regulations, compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations shall not apply, in respect of listed entity which has listed its specified securities on the SME Exchange.

Furthermore, in terms of Regulation 15(3) of the SEBI Listing Regulations, notwithstanding Regulation 15(2) of the SEBI Listing Regulations, the provisions of the Companies Act, 2013 shall continue to apply, wherever applicable.

As per the abovementioned provisions of the Listing Regulations, we are not required to comply with the requirements of corporate governance relating to the composition of its board of directors, constitution of committees such as audit committee, nomination and remuneration committee, stakeholders relationship committee, etc., as provided under

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Board has been duly constituted in compliance with the Companies Act. Our Board functions either as a full board or through various committees constituted to oversee specific functions. In compliance with the requirements of the Companies Act, our Board of Directors consists of 5 (Five) Directors (including One Women Directors).

Sl. No.

Name of the Director DIN Current Designation
1 Harjeet Singh 02241438 Managing Director
2 Jaspreet Kaur 09615927 Whole Time Director
3 Kamaljeet Singh Kalsi 09615928 Non-Executive Director
4 Nihal Chand Jain 10863012 Independent Director
5 Sashi Bhusan Sharma 10871942 Independent Director

COMMITTEES OF OUR BOARD

Our Board has constituted the following committees in terms of relevant provisions of the Companies Act, 2013 read with applicable rules framed thereunder:

Audit Committee

As per section 177 of the Companies Act, 2013, The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee. The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority: Provided that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement.

Our Audit Committee was constituted pursuant to a resolution of our Board Meeting dated December 27, 2024. The Audit Committee comprises of:

Name of Director

Status in Committee Nature of Directorship
Nihal Chand Jain Chairperson Independent Director
Sashi Bhusan Sharma Member Independent Director
Kamaljeet Singh Kalsi Member Non-Executive Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company Secretary of the Company shall act as the Secretary of the Audit Committee.

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and the rules made thereunder.

Powers of Audit Committee: The Audit Committee shall have powers, including the following:

To investigate any activity within its terms of reference;

The audit committee shall have powers to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.

To have full access to information contained in the records of the company;

To invite the finance director or head of the finance function, head of internal audit and a representative of the statutory auditor and any other such executives to be present at the meetings of the committee.

May call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company

Such powers as the Board may deem fit in accordance with the Act, LODR and any other rules and regulations. Role of Audit Committee: The role of the Audit Committee shall include the following:

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; recommendation for appointment, remuneration and terms of appointment of auditors of the company; approval of payment to statutory auditors for any other services rendered by the statutory auditors; reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: o matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Act; o changes, if any, in accounting policies and practices and reasons for the same; o major accounting entries involving estimates based on the exercise of judgment by management; o significant adjustments made in the financial statements arising out of audit findings; o compliance with listing and other legal requirements relating to financial statements; o disclosure of any related party transactions; o modified opinion(s) in the draft audit report; reviewing, with the management, the quarterly financial statements before submission to the board for approval; reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; examination of the financial statement and the auditors report thereon;

approval or any subsequent modification of transactions of the company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the company, wherever it is necessary; evaluation of internal financial controls and risk management systems; monitoring the end use of funds related through public offers and related matters

reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; discussion with internal auditors of any significant findings and follow up there on; 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; discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 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; to review the functioning of the whistle blower mechanism; approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

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

Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

management discussion and analysis of financial condition and results of operations; management letters / letters of internal control weaknesses issued by the statutory auditors; internal audit reports relating to internal control weaknesses; and

the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the prospectus/notice in terms of Regulation 32(7).

Frequency of meeting and quorum thereof shall be in accordance with the provisions of the Companies Act, SEBI LODR Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India.

Stakeholders Relationship Committee

As per section 178 (5) of the Companies Act, 2013, The Board of Directors of a Company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the Board

Our Stakeholders Relationship Committee was constituted pursuant to a resolution of our Board Meeting dated December

27 , 2024. The Stakeholders Relationship Committee comprises of:

Name of Director

Status in Committee Nature of Directorship
Kamaljeet Singh Kalsi Chairperson Non-Executive Director
Harjeet Singh Member Managing Director
Nihal Chand Jain Member Independent Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company

Secretary of the Company shall act as the Secretary of the Stakeholders Relationship Committee.

Role of the Stakeholders Relationship Committee:

Resolving the grievances of the security holders of the listed entity 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;

Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

Frequency of meeting and quorum thereof shall be in accordance with the provisions of the Companies Act, SEBI LODR Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India.

Nomination and Remuneration Committee

As per section 178 (1) of the Companies Act, 2013, The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors: Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

Our Nomination and Remuneration Committee was constituted pursuant to a resolution of our Board Meeting dated December 27, 2024. The Nomination and Remuneration Committee comprises of:

Name of Director

Status in Committee Nature of Directorship
Nihal Chand Jain Chairman Independent Director
Sashi Bhusan Sharma Member Independent Director
Kamaljeet Singh Kalsi Member Non-Executive Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.

Role of the Nomination and Remuneration Committee: The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Set forth below are the role of our Nomination and Remuneration Committee:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: o use the services of an external agencies, if required; o consider candidates from a wide range of backgrounds, having due regard to diversity; and o consider the time commitments of the candidates.

Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on diversity of board of directors;

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 of directors their appointment and removal.

To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

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

Frequency of meeting and quorum thereof shall be in accordance with the provisions of the Companies Act, SEBI LODR Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India.

Corporate Social Responsibility Committee:

As per section 135 (1) of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

The Corporate Social Responsibility (CSR) is applicable to our Company from F.Y 2024-25 onwards. However, the requirement for constitution of Corporate Social Responsibility Committee under sub-section (1) of Section 135 of Companies Act, 2013 is not mandatory to our company as the amount required to be spent by the company under sub-section (5) of above Section does not exceed Rupees Fifty Lakh and the functions of such Committee provided under this Section shall be discharged by the Board of the Directors of our Company.

OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The details of the Key Managerial Personnel and Senior Management as on the date of this prospectus are set out below. Except for the Managing Director, all the Key Managerial Personnel and Senior Management are permanent employees of our Company. Except for certain statutory benefits, there are no other benefits accruing to the Key Managerial Personnel and Senior Management.

Key Managerial Personnel of our Company

1. Harjeet Singh, aged about 48 years, is the Managing Director of our Company. For details, please refer section titled "Our Management" beginning on page no. 161 of this Prospectus.

2. Jaspreet Kaur, aged about 44 years, is the Whole Time Director of our Company. For details, please refer section titled "Our Management" beginning on page no. 161 of this Prospectus.

3. Devendra Kumar Sinha, aged about 33 years, is the Chief Financial Officer (CFO) of our Company. He holds a Master of Commerce (M.Com) degree from Ravishankar Shukla University, Raipur (2014). He joined our Company in April 2015 as an Accountant and was recently promoted to CFO, effective December 14, 2024. With over 9 years of experience in the finance and accounting sector, he plays a pivotal role in ensuring the financial stability and compliance of the Company, significantly contributing to its growth and profitability. His expertise in financial management, accounting practices, and fiscal strategy has been essential in streamlining financial processes, optimizing cost structures, and maintaining regulatory compliance. His in-depth knowledge enables the Company to achieve financial efficiency and uphold robust reporting standards. In the financial year 2024-25, he was compensated 4.43 lakhs as remuneration.

4. Prachi Agrawal, aged about 29 years, is the Company Secretary and Compliance Officer of our Company. She joined the Company in this role on December 27, 2024. Prachi became a member of the Institute of Company Secretaries of India (ICSI) in May 2019 and held a Certificate of Practice from ICSI from September 2020 to June 2024. She is an Associate Member of ICSI (Membership No. A62972) and has over 4 years of experience in secretarial matters. In her current role, Prachi ensures the Companys adherence to legal and regulatory requirements, facilitates effective communication with stakeholders, and plays a critical role in corporate governance and regulatory compliance. She has joined our company on December 27, 2024 with a remuneration of 40,000/- per month. In financial year 2024-25, she was paid 1.00 lakhs as remuneration.

SENIOR MANAGEMENT PERSONNEL OF OUR COMPANY

In addition to Devendra Kumar Sinha, the Chief Financial Officer of our Company and Prachi Agrawal, the Company

Secretary and Compliance Officer of our Company, whose details are provided in "Key Managerial Personnel of our Company", the details of our Senior Management Personnel in terms of the SEBI ICDR Regulations, as of the date of this Prospectus are as follows:

1. Bhoopesh Kumar, aged about 35 years, has been serving as the Manager of our Company since April 2015, specializing in overseeing manufacturing processes and enhancing customer relations. Since joining the Company, he has played a key role in streamlining operations and ensuring adherence to high-quality production standards. A graduate of Bundelkhand University, Jhansi with a Bachelor of Arts (B.A.) degree, he has extensive experience in the agriculture sales and manufacturing sector, having worked in the industry since 2015. His expertise lies in managing end-to-end manufacturing operations and delivering exceptional customer service, which has significantly contributed to the Companys operational efficiency and customer satisfaction. He has a total experience of over 9 years. In the financial year 2024-25, he was compensated 3.20 lakhs as remuneration.

STATUS OF KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

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

SHAREHOLDING OF KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

The details of the shareholding of our Key Managerial Personnel or Senior Management as on the date of this prospectus are as follows: -

Sl. No.

Name of the Director Shareholder Category/ Status No. of Equity Shares Percentage of Pre-Issue Capital (%) Percentage of Post-Issue Capital (%)
1 Harjeet Singh Managing Director 48,52,208 59.47% 40.44%
2 Jaspreet Kaur Whole-Time Director 33,06,672 40.52% 27.56%
3 Devendra Kumar Sinha Chief Financial Officer 160 0.00% 0.00%
4 Bhoopesh Kumar Senior Management Personnel 160 0.00% 0.00%

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

Our Company does not have a performance linked bonus or a profit-sharing plan for the Key Managerial Personnel or Senior Management. However, our Company pays incentive to all its employees based on their performance including the Key Managerial Personnel or Senior Management of our Company.

INTERESTS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT

Except as mentioned above in this prospectus, the Key Managerial Personnel or Senior Management do not have any interest in our Company, other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business.

PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)

Except as disclosed in this prospectus and any statutory payments made by our Company to its officers, our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees including amounts towards super-annuation, ex-gratia/rewards.

Except statutory benefits upon termination of employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of such officers employment in our Company or superannuation. Contributions are made by our Company towards provident fund, gratuity fund and employee state insurance.

Except as stated under section titled "Financial Information as Restated" beginning on page no 185 of this prospectus, none of the beneficiaries of loans and advances or sundry debtors are related to our Company, our Directors or our Promoter.

RELATIONSHIP AMONGST THE KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OF OUR COMPANY

Except as mentioned below, none of our Key Managerial Personnel and Senior Management Personnel are related to each other.

o Harjeet Singh is the spouse of Jaspreet Kaur.

RELATIONSHIP BETWEEN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT

Except as mentioned below, none of our Directors, Key Managerial Personnel or Senior Management Personnel are related to each other.

o Harjeet Singh is the spouse of Jaspreet Kaur and father of Kamaljeet Singh Kalsi. o Jaspreet Kaur is the spouse of Harjeet Singh and Mother of Kamaljeet Singh Kalsi. o Kamaljeet Singh Kalsi is the son of Harjeet Singh and Jaspreet Kaur.

ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS/CUSTOMERS/ SUPPLIERS

None of the above Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement/understanding with major shareholders/customers/suppliers.

DETAILS OF SERVICE CONTRACTS OF THE KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT

Except for the terms set forth in the appointment letters, the Key Managerial Personnel or Senior Management have not entered into any other contractual arrangements with our Company for provision of benefits or payments of any amount upon termination of employment.

EMPLOYEE STOCK OPTION OR EMPLOYEE STOCK PURCHASE

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme or stock appreciation right as on the date of this prospectus.

LOANS AVAILED BY DIRECTORS / KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OF OUR COMPANY

None of the Directors or Key Managerial Personnels or Senior Management have availed loan from our Company which is outstanding as on the date of this prospectus.

CHANGES IN OUR COMPANYS KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT DURING

THE LAST THREE (3) YEARS

The changes in the Key Managerial Personnel or Senior Management of our Company in the last three (3) years are as follows:

Name

Date Designation Reason
Harjeet Singh 23-09-2024 Managing Director Change of Designation
Jagdish Singh 01-06-2024 Managing Director* Resignation
Jaspreet Kaur 23-09-2024 Whole Time Director Change of Designation
Devendra Kumar Sinha 14-12-2024 Chief Financial Officer Appointment
Prachi Agrawal 27-12-2024 Company Secretary Appointment

*Mr. Jagdish Singh tendered his resignation from the position of Managing Director as part of a mutual and amicable decision between the brothers to pursue independent business ventures. Following this decision, Mr. Jagdish Singh officially started his own company based in Babina, Jhansi, where he is currently focusing on building and expanding his individual business operations. This separation was based on mutual understanding and respect, allowing both parties to independently pursue their respective professional goals.

OUR PROMOTERS AND PROMOTER GROUP

1. Our Promoters:

Harjeet Singh, Jaspreet Kaur and Kamaljeet Singh Kalsi are the promoters of our Company.

As on the date of this prospectus, our Promoters collectively hold 81,59,200 Equity Shares which in aggregate, constitutes 99.99% of the pre-issue paid-up Equity Share capital of our Company.

For details pertaining to our Promoters shareholding, please refer to chapter titled "Capital Structure" beginning on page 70 of this Prospectus.

(i) Details of Individual Promoters of our Company:

Harjeet Singh, aged about 48 years, is the Promoter and Managing Director of our company. For further personal details including his educational qualifications, experience and achievements, please refer to section titled

"Our Management" beginning on page 161 of this prospectus.

Name of Promoter

Harjeet Singh

Fathers Name

Sukhdev Singh

Date of Birth

12-08-1976

Age

48 Years

Qualification

B.Tech from Bundelkhand University, Jhansi (1998)

Occupation

Business

Nationality

Indian

Address

B-17/16 Sector-03, Udaya Society, Tatibandh, Raipur, Chhattisgarh-492099

DIN

02241438

PAN

AYEPS7409R

Directorship in other companies /

-

Designated Partner in LLPs

Other Ventures

-

Jaspreet Kaur, aged about 44 years, is the Promoter, Whole Time Director of our company. For further personal details including her educational qualifications, experience and achievements, please refer to section titled

"Our Management" beginning on page 161 of this prospectus.

Name of Promoter

Jaspreet Kaur

Fathers Name

Gurbachan Singh

Husbands Name

Harjeet Singh

Date of Birth

20-11-1980

Age

44 Years

Qualification

Bachelor of Arts degree from Punjab University

Occupation

Business

Nationality

Indian

Address

B-17/16 Sector-03, Udaya Society, Tatibandh, Raipur, Chhattisgarh-492099

DIN

09615927

PAN

AMYPK1923C

Directorship in other companies /

Gurunanak Ventures Private Limited

Designated Partner in LLPs

Other Ventures

-

Kamaljeet Singh Kalsi, aged about 23 years, is the Promoter, Non- Executive Director of our company. For further personal details including his educational qualifications, experience and achievements, please refer to section titled "Our Management" beginning on page 161 of this prospectus.

Name of Promoter

Kamaljeet Singh Kalsi

Fathers Name

Harjeet Singh

Date of Birth

27-02-2002

Age

23 Years

Qualification

Secondary Education from N H Goel World School, Raipur in 2020 and currently completing graduation

Occupation

Business

Nationality

Indian

Address

B-17/16 Sector-03, Udaya Society, Tatibandh, Raipur, Chhattisgarh-492099

DIN

09615928

PAN

JNXPK1673L

Directorship in other companies / Designated Partner in LLPs

Gurunanak Ventures Private Limited

Other Ventures

-

Our Company confirms that it will submit the details of the Permanent Account Numbers, Bank Account Numbers, Passport numbers, Aadhaar card numbers and driving license numbers of our Promoters to NSE separately at the time of filing the prospectus.

(ii) Details of Body Corporate Promoter of our Company

There is no body corporate promoter of our Company.

CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY

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

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter titled "Our Management" beginning on page no. of 161 this Prospectus.

INTERESTS OF OUR PROMOTERS

Interest in the Promotions of our Company:

Our Promoters are interested in our Company to the extent of the promotion of our Company and to the extent of their respective equity shareholding in our Company and any dividend distribution that may be made by our Company with respect to their equity shares in the future. For details pertaining to our Promoters shareholding, please refer to chapter titled

"Capital Structure" beginning on page 70 of this Prospectus.

Interest in the property of our Company:

Except as given in the chapter titled "Our Business" beginning on page 124 of this Prospectus, our Promoters or Group Company do not have any interest in any property acquired by our Company in the preceding three (3) years of the date of this Prospectus or proposed to be acquired by it or in any transaction in acquisition of land or any construction of building or supply of machinery.

Interest as Member of our Company:

As on the date of this Prospectus, our Promoter and Promoter Group collectively hold 81,59,520 of our Company and is therefore interested to the extent of their shareholding and the dividend declared, if any, by our Company. Except to the extent of shareholding of the Promoter in our Company and benefits as provided in the section titled "Our Management" in that Remuneration details of our Directors on page 161 of this Prospectus, our Promoter does not hold any other interest in our Company.

Interest in transactions for acquisition of land, construction of building and supply of machinery:

None of our Promoters or Directors is interested in any transaction for the acquisition of land, construction of building or supply of machinery.

Interest of Promoters in Sales and Purchases:

There are no sales/purchases between our Company and our Group Company other than as stated in the section titled

" Financial Information - Related Party Transactions" beginning on page no. 220 of this prospectus.

Other Interests in our Company:

Except as disclosed in this prospectus, our Promoters have not entered into any contract, agreements or arrangements in which our Promoters are directly or indirectly interested, and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company other than in the normal course of business.

Confirmations:

Our Company hereby confirms that:

None of our Promoters or Directors have been declared as a wilful defaulter or fraudulent borrower or is a fugitive economic offender.

Neither our Company nor our Promoters, Promoter Group and Directors our Company are debarred from accessing the Capital Market by SEBI

None of the promoters or directors of our Company is a promoter or director of any other company which is debarred from accessing the capital market by SEBI.

PAYMENT OR BENEFITS TO THE PROMOTERS IN THE LAST TWO (2) YEARS

No payment or benefit has been made to the Promoters except as disclosed in the related party transaction. For further details, please refer to section titled "Financial Information - Related Party Transactions" beginning on page no. 220 of this prospectus.

LITIGATION DETAILS PERTAINING TO OUR PROMOTERS

For details on litigations and disputes pending against the Promoters and defaults made by our Promoters please refer to section titled "Outstanding Litigations and Material Developments" beginning on page no. 237 of this prospectus.

DISASSOCIATION BY THE PROMOTERS FROM ENTITIES IN THE LAST THREE YEARS

None of our Promoters have disassociated themselves from any of the entities in the last three years.

MATERIAL GUARANTEES PROVIDED BY OUR PROMOTERS

Except as stated in the chapter titled "Financial Indebtedness" beginning on page 223 of this Prospectus, there are no material guarantees given by our Promoters to third parties with respect to specified securities of the Company as on the date of this Prospectus.

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter titled "Our Management" beginning on page 161 of this Prospectus.

COMMON PURSUITS OF PROMOTERS AND PROMOTER GROUP ENTITIES

Except as mentioned in this prospectus, none of our Group Companies are involved in similar line of business as that of our Company. For further information on common pursuits and risks associated, please refer risk factor on ‘conflicts of interest in chapter titled "Risk Factors" beginning on page 23 of this Prospectus. o Our Promoter Groups:

In compliance with SEBI Guideline, "Promoter Group" pursuant to the regulation 2(1)(pp) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, we confirm that following persons are part of promoter group:

A) Promoter

As per Regulation 2(1)(pp)(i) of the SEBI ICDR Regulations, the following are the Promoters:

Harjeet Singh

Jaspreet Kaur

Kamaljeet Singh Kalsi

B) Immediate Relatives of Promoters

Relationship

Name of the Promoters
Harjeet Singh Jaspreet Kaur Kamaljeet Singh Kalsi

Father

Late Sukhdev Singh Gurbachan Singh Harjeet Singh

Mother

Manjeet Kaur Late Harjeet Kaur Jaspreet Kaur

Brother

Jagdish Singh Pritam Singh Gurbaksh Singh Kalsi

Sister

Amrinder Kaur - -

Spouse

Jaspreet Kaur Harjeet Singh -
Kamaljeet Singh Kamaljeet Singh

Son

-
Gurbaksh Singh Gurbaksh Singh

Daughter

- - -

Spouses Father

Gurbachan Singh Late Sukhdev Singh -

Spouses Mother

Late Harjeet Kaur Manjeet Kaur -

Spouses Brother

Pritam Singh Jagdish Singh -

Spouses Sister

- Amrinder Kaur -

C) Entities forming part of Promoter Group

As per Regulation 2(1)(pp)(iii) of the SEBI ICDR Regulations, in case Promoter is a Body Corporate

Nature of Relationship

Entity
Subsidiary or holding company of Promoter Company. N/A

Any Body corporate in which promoter (Body Corporate) holds 20% or more of the equity share capital or which holds 20% or more of the equity share capital of the promoter (Body Corporate).

N/A

As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, in case Promoter is an Individual

Nature of Relationship

Entity

Entities controlled by Promoter

Gurunanak Ventures Private Limited
Any Body Corporate in which 20% or more of the equity share capital is held by promoter or an immediate relative of the promoter or a firm or HUF in which promoter or any one or more of his immediate relatives is a member.

Entities controlled by Promoter Group

Gurunanak Agriculture India (Babina) Pvt Ltd
New Gurunanak Agriculture Industries

(Proprietorship Firm)

Any Body corporate in which Body Corporate as provided above holds 20% or more of the equity share capital. Nil
Any Hindu Undivided Family or firm in which the aggregate share of the promoter and his immediate relatives is equal to or more than twenty percent of total capital. Nil

D) All persons whose shareholding is aggregated pursuant to Regulation 2(1)(pp)(v) of the SEBI ICDR Regulations for the purpose of disclosing in the Prospectus under the heading "shareholding of the promoter group":

Gurbaksh Singh

In compliance with SEBI Guideline, "Group Companies" pursuant to the regulation 2(1)(t) of SEBI (ICDR) Regulations, 2018, shall include companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which financial information is disclosed, as covered under the applicable accounting standards and also other companies as are considered material by the Board.

Based on the above, the below mentioned are considered as Group Companies of our Company (Companies which are no longer associated with our Company have not been disclosed as Group Companies.): -

1. Gurunanak Ventures Private Limited

2. Gurunanak Agriculture India (Babina) Private Limited

1. GURUNANAK VENTURES PRIVATE LIMITED

Name of the Entity

Gurunanak Ventures Private Limited

Category

Company limited by shares

Subcategory

Non-government company

Name of Directors

o Jaspreet Kaur

o Kamaljeet Singh Kalsi

Brief Description and nature of activity or Business

To carry in India or elsewhere the wholesale business related to agriculture, agriculture equipment and related activities.

Date of Incorporation

May 23, 2022

CIN

U51909CT2022PTC013229

Registration Number

013229

PAN

AAJCG7963N

Registered Office Address

B-17/16, Sector-3 Udya Society, Tatibandh, Raipur, Chhattisgarh, India, 492001

 

Audited Financial Information ( in Lakhs except EPS, Diluted EPS and NAV):

Particulars

FY 2023-24 FY 2022-23

Share Capital (face value of 10/- each)

33.50 33.50

Reserves and Surplus

9.60 5.12

Net worth

43.10 38.62

Total Revenue

606.59 203.56

Profit/(Loss) after tax

4.48 5.12

Earnings Per Share (EPS)

1.34 1.53

Diluted Earnings Per Share

1.34 1.53

Net Asset Value (NAV) Per Share

12.87 11.53

Note: Financials of Gurunanak Ventures Private Limited for FY 2024-25 has not been audited as on date

Shareholding Pattern of Gurunanak Ventures Private Limited as on 31.03.2024

Name of the Shareholders

No. of Shares % of Shareholding
Harjeet Singh 1,34,000 40.00%
Jaspreet Kaur 1,23,000 36.72%
Kamaljeet Singh Kalsi 78,000 23.28%

Total

3,35,000 100.00%

1. GURUNANAK AGRICULTURE INDIA (BABINA) PRIVATE LIMITED

Name of the Entity

Gurunanak Agriculture India (Babina) Private Limited

Category

Company limited by shares

Subcategory

Non-government company

Name of Directors

o Jagdish Singh

o Mandeep Kaur

Brief Description and nature of activity or Business

To carry in India or elsewhere the wholesale business related to agriculture, agriculture equipment and related activities.

Date of Incorporation

February 28, 2024

CIN

U28219UP2024PTC198444

Registration Number

198444

PAN

AALCG0720B

Registered Office Address

Plot No. 2315, N H 26, Lalitpur Road, Babina Town, Jhansi, Jhansi, Uttar Pradesh, India, 284401

Audited Financial Information ( in Lakhs except EPS, Diluted EPS and NAV):

Particulars

FY 2023-24

Share Capital (face value of 10/- each)

Reserves and Surplus

Net worth

Total Revenue

As the company is incorporated on 28/02/2024, the audited

Profit/(Loss) after tax

financial for FY 2023-24 is not available.

Earnings Per Share (EPS)

Diluted Earnings Per Share

Net Asset Value (NAV) Per Share

Note: Financials of Gurunanak Agriculture India (Babina) Private Limited for FY 2024-25 has not been audited as on date

Shareholding Pattern of Gurunanak Agriculture India (Babina) Private Limited as on 31.03.2024

Name of the Shareholders

No. of Shares % of Shareholding
Jagdish Singh 69,000 69.00%
Mandeep Kaur 31,000 31.00%

Total

1,00,000 100.00%

LITIGATION

Our Group Company is not party to any pending litigation which may have a material impact on our Company. For details, see "Outstanding Litigation and Material Developments Litigations involving Group Companies" beginning on page 237 of this Prospectus.

NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES

Our Group Companies do not have any interest in the promotion of our Company.

Our Group Companies are not interested in the properties acquired by our company in the three (3) years preceding the filing of this Prospectus or proposed to be acquired by our Company.

Our Group Companies are not interested in any transactions for acquisition of plant, construction of building or supply of machinery.

RELATED BUSINESS TRANSACTIONS WITHIN THE GROUP AND SIGNIFICANCE ON THE FINANCIAL PERFORMANCE OF OUR COMPANY

Other than the transactions disclosed in the chapter titled "Restated Financial Statements - Related Party Transactions" beginning on page 220 of this Prospectus, there are no other business transactions between our Company and Group Companies.

BUSINESS INTERESTS OR OTHER INTERESTS

Except as disclosed in the chapter "Restated Financial Statements" beginning on page 185 , our Group Company do not have or propose to have any business interest in our Company.

OTHER CONFIRMATIONS

Equity shares of our Group Company are not listed on any stock exchange.

Except as disclosed, our Group Company has not made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the date of this Prospectus. For further details, please see the chapter "Other Regulatory and Statutory Disclosures" beginning on page 244 of this Prospectus.

None of the securities of our Group Company has been refused listing by any stock exchange in India or abroad during last ten years, nor has our Group Company failed to meet the listing requirements of any stock exchange in India or abroad.

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