Himalaya Nutravedics India Ltd Directors Report

BRIEF PROFILES OF OUR DIRECTORS

Rohit Asawa is the Chairman, Managing Director and one of the Promoters of our Company. He has been associated with the Company since October 04, 2022. He holds a degree in technology, electronics and communication engineering from Jawaharlal Nehru Technological University, Hyderabad and a masters degree in science in electrical engineering from San Jose State University, USA. He is currently associated with Raghuveer Enterprises in the capacity of a partner and was previously associated with Sai Parenterals Private Limited, Sree Kartikeya Kameswari Industries, Ericsson India Global Services Private Limited, Ericsson Inc., San Jose, USA and San Jose State University Cisco Lab, USA. He has over 12 years of experience in technology and nutraceutical and ayurvedic industry. He is responsible for management of affairs of the Company and shall work on whole-time basis for the Company.

Divya Asawa is a Non-Executive Director and one of the Promoters of our Company. She has been associated with the Company since April 30, 2025. She holds a provisional degree in commerce from the Faculty of Commerce, Osmania University and has passed the Integrated Professional Competence Examination conducted by the Institute of Chartered Accountants of India. She is currently associated with Raghuveer Enterprises in the capacity of a partner and was previously associated with Sree Kartikeya Kameswari Industries. She has over 7 years of experience in financial management, cost control and operational accuracy.

Abhisheak Dhoot is an Independent Director of our Company. He has been associated with the Company since November 28, 2025. He attended BRB College of Commerce, Gulbarga University to pursue bachelors of commerce and is also an associate member of the Institute of Chartered Accountants of India. He is currently associated with Abhisheak Dhoot & Co. in the capacity of a partner and was previously associated with Deloitte Haskins & Sells LLP, Bengaluru and A.K. Channamallikarjunagouda & Co., Raichur. He has over 8 years of experience in taxation, auditing and financial advisory.

Ramya Inala is an Independent Director of our Company. She has been associated with the Company since November 28, 2025. She holds a bachelor of arts and bachelor of laws (B.A., LL.B) degree from PG College of Law, Osmania University and is a Company Secretary. She is currently associated with SRIM & Associates in the capacity of a partner and is on the board of Corpedia Business Solutions Private Limited and Mespace Global Private Limited. She was previously associated with Oil Country Tubular Limited, KSK Water Infrastructure Private Limited and Objectone Information Systems Limited. She has over 7 years of experience in legal, corporate secretarial and advisory matters, including areas relating to corporate law, regulatory compliance and governance practices.

RELATIONSHIP AMONGST OUR DIRECTORS, KEY MANAGERIAL PERSONNEL

Except as disclosed below, none of our Directors, Key Managerial Personnel, are related to each other:

Name of Director	Related	Nature of Relationship
Rohit Asawa	Divya Asawa	Spouse
Divya Asawa	Rohit Asawa	Spouse

ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS

There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our directors have been appointed on the Board.

SERVICE CONTRACTS WITH DIRECTORS

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, our directors has not entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.

BORROWING POWERS OF OUR BOARD OF DIRECTORS

Pursuant to a resolution passed by our Board in its meeting dated January 17, 2026 and our shareholders in their extra-ordinary general meeting held on January 20,2026, our Board is authorised to borrow such sum or sums of moneys and for availing all kinds and types of loans, advances and credit/financing/debt facilities including issuance of all kinds of debentures/bonds and other debt instruments, from time to time, up to a sum of 100 Crores (Rupees One Hundred Crores) at any point of time on account of principal, for and on behalf of our Company, from its bankers, other banks, non-banking financial companies, financial institutions, companies, firms, bodies corporate, cooperative banks, investment institutions and their subsidiaries, mutual funds, trusts, or from any other person as may be permitted under applicable laws, whether unsecured or secured.

OTHER CONFIRMATIONS

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

None of our Directors have been declared as Wilful Defaulters nor as Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters or a fraudulent borrower issued by the RBI. None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange during the term of their directorship in such company. None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic Offenders Act, 2018.

None of our Directors have been debarred from accessing capital markets by the Securities and Exchange Board of India. Additionally, none of our Directors are or were, associated with any other company which is debarred from accessing the capital market by the Securities and Exchange Board of India.

TERMS OF APPOINTMENT AND COMPENSATION OF CHAIRMAN AND MANAGING DIRECTOR Rohit Asawa

Our Board at their meeting held on January 17, 2026 approved the appointment of Rohit Asawa as the Chairman & Managing Director of our Company for a period of 3 (three) consecutive years with effect from January 20, 2026 till January 20, 2029. Our Shareholders authorised such appointment at their extra ordinary general meeting held on January 20, 2026 setting out the terms and conditions and details of the appointment, remuneration and other terms of his employment as provided below: The details of remuneration of the Managing Director, as approved by Board and the Shareholders are as stated below:

Salary	Up to 24,00,000 (Rupees twenty-four lakhs) per annum for a period of first 3 (three) years. The remuneration payable to Mr. Rohit Asawa in any financial year, may exceed 5 (five) per cent of the net profits of the Company and the overall remuneration payable to all Executive Directors including the Managing Director, in any financial year, may excee10 (ten) per cent of the net profits of the Company. In ant financial year, during the tenure of Mr. Rohit Asawa, if the Company has no profits or its profits are inadequate, then Mr. Rohit Asawa will be paid in accordance with the provisions of Schedule V of the Act.
Perquisites	In addition to the salary received, the Managing Director of our Company is entitled to the following perquisites and allowances:
	- Medical Reimbursement: Reimbursement of the expenses incurred for self and family or medical insurance for self and family subject to a ceiling of one months salary in a year or three months salary over a period of 3 years.
	- Leave Travel Concession: Leave travel concession for self and family once in a year incurred in accordance with rule of the Company.
	Explanation: Family means, the spouse, the dependent children and dependent parents.
	- Club Fees: Fees of club subject to maximum of two clubs. No admission and life membership shall be paid.
	- Gratuity as per the rules of Company: a) Companys contribution towards superannuation fund as per the rules of Company and of aforesaid perquisites stated for the payment of gratuity shall not be included in the computation of aforesaid ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.
	- Earned Leave: On full pay and allowance and perquisites as per rules of the Company, but no exceeding one-month salary for 11 months service, Encashment of leave at the end of tenure shall not be included in the computation of the aforesaid ceiling on perquisites and/or salary. Provision for car for use on Companys business and telephone at residence shall not be considered as perquisites, personal long-distance call and use of car for private use shall be billed by our Company.
Minimum Remuneration	In the event of loss or inadequacy of profits in any financial year, Mr. Rohit Asawa shall be entitled to receive a total remuneration including perquisites, etc., which may exceeding the ceiling limits as approved by the Board of Directors and the members, as minimum remuneration.

SITTING FEES OF OUR INDEPENDENT DIRECTORS AND NON-EXECUTIVE DIRECTOR

Pursuant to the board resolution dated January 17, 2026, our Non Executive Director and Independent Directors are entitled to receive a sitting fee of 5,000/- per meeting of the Board and 1,000/- per meeting of the committees of the Board.

REMUNERATION OR BENEFIT TO DIRECTORS OF OUR COMPANY

Details of the remuneration and sitting or other remuneration paid to our Directors in Fiscal 2026 are set forth below:-

( in lakhs)

Sr. No. Name of Director	Remuneration
1. Rohit Asawa	18.24
2. Divya Asawa	0.35^
3. Abhisheak Dhoot	0.37^
4. Ramya Inala	0.37^

The remuneration and/or sitting fees payable to the Directors have not been paid as on the date of this Draft Red Herring Prospectus^.

BONUS OR PROFIT-SHARING PLAN OF OUR DIRECTORS

None of our Directors is entitled to any bonus or profit-sharing plans of our Company.

REMUNERATION PAID TO OUR DIRECTORS BY OUR SUBSIDIARIES AND ASSOCIATES

As on the date of this Draft Red Herring Prospectus, our Company has no Subsidiary or Associate Company.

CONTINGENT OR DEFERRED COMPENSATION PAID TO DIRECTORS BY OUR COMPANY

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

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per our Articles of Association, our directors are not required to hold any qualification shares.

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

S. Name No.	No. of Shares Capital (%)	Equity Percentage of the pre- Issue Equity Share	Percentage of the post-Issue of Equity Share Capital (%)
1. Rohit Asawa	2,97,000	4.71	[?]
2. Divya Asawa	15,33,000	24.31	[?]
Total	18,30,000	29.02	[?]

INTERESTS OF DIRECTORS

All 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 Independent Directors may be deemed to be interested to the extent the sitting fees and commission, if any, payable to them for attending meetings of our Board and / or committees thereof as approved by our Board and, or, Shareholders, and the reimbursement of expenses payable to them, as approved by our Board.

Further, except as disclosed under "Management - Shareholding of Directors in our Company" above, none of our directors hold any Equity Shares or any other form of securities in our Company. Further, 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 Equity Shares held by them in the Company. Our Directors may also be interested to the extent of Equity Shares and to the extent of any dividend payable to them, if any, held by the entities in which they are associated as promoters, directors, partners, proprietors, kartas 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. No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in which they are interested by any person either to induce them to become or to help them qualify as a Director, or otherwise for services rendered by them or by the firm or company in which they are interested, in connection with the promotion or formation of our Company. Our Director are also interested to the extent of unsecured loans, if any, given by them to our Company or by their relatives or by the companies/ firms in which they are interested as directors/ Members/ Partners. Further our Directors are also interested to the extent of loans, if any, taken by them or their relatives or taken by the companies/ firms in which they are interested as Directors/ Members/ Partners and for the details of Personal Guarantee given by Directors towards Financial facilities of our Company please refer to the chapter titled

" Statement of Financial Indebtedness" beginning on page 234 of this Draft Red Herring Prospectus.

Our directors may be deemed to be interested to the extent of certain related party transactions that were undertaken with them by our Company. Our Directors may also be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company in the normal course of business with any company in which they hold directorships or any partnership firm in which they are partners. For further details, please refer to the chapter titled "Restated Financial Statement" beginning on page 231 of this Draft Red Herring Prospectus. None of our Directors have any other interest in our Company or in any transaction by our Company including, for acquisition of land, construction of buildings or supply of machinery.

INTEREST IN THE PROMOTION/FORMATION OF OUR COMPANY

Except for Rohit Asawa and Divya Asawa who are Directors and are also the promoters of the Company, none of our directors have any interest in the promotion of our Company.

INTEREST AS TO PROPERTY

None of our Directors are interested in any property acquired or proposed to be acquired of our Company.

LOANS TO DIRECTORS

Our directors have not availed any loans from the Company.

OTHER INTERESTS

No sum has been paid or agreed to be paid to our Directors or to any firms or companies in which they may be partners or members respective.

CHANGES IN OUR BOARD IN THE LAST THREE YEARS

Except for the following, there has been no change in the Board of Directors of the Company, in the last three financial years.

Name	Date of Change	Reason
Devender Kumar Tak	October 04, 2022	Resigned as a Director
Rohit Asawa	October 04, 2022	Appointed as a Director
Divya Asawa	April 30, 2025	Appointed as an Additional Director
Divya Asawa	September 30, 2025	Re-designated as Non Executive Director
Sneha Penmatsa	November 25, 2025	Resigned as a Director
Abhisheak Dhoot	November 28, 2025	Appointed as an Independent Director
Ramya Inala	November 28, 2025	Appointed as an Independent Director
Rohit Asawa	January 20, 2026	Appointed as a Chairman and Managing Director

CORPORATE GOVERNANCE

The corporate governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon the listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations and the Companies Act, 2013 in respect of corporate governance pertaining to the constitution of our Board and committees thereof and formulation of policies. Our Board has been constituted in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Our Board functions either as a full board or through various committees constituted to oversee specific operational areas. Our Company has complied with the corporate governance requirements, particularly in relation to appointment of independent directors including that of a woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas. As on the date of this Draft Red Herring Prospectus, our Board comprises 04 Directors (including one women Directors), which includes 01 Managing Director, 01 Non-Executive women Director and 02 Independent Directors. In compliance with Section 152 of the Companies Act, not less than two thirds of the Directors (excluding Independent Directors) are liable to retire by rotation. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of SEBI Listing Regulations and the Companies Act.

COMMITTEES OF THE BOARD

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee; and

4. Corporate Social Responsibility Committee.

Audit Committee

The Audit Committee of our Board was constituted by a resolution of our Board at their meeting held on January 17, 2026. The members of the Audit Committee are:

S. No. Name of Director	Committee Designation	Nature of Directorship
1. Abhisheak Dhoot	Chairperson	Independent Director
2. Ramaya Inala	Member	Independent Director
3. Rohit Asawa	Member	Executive Director

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

The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations and its terms of reference are as follows:

Terms of Reference for the Audit Committee:

The Audit Committee shall be responsible for, among other things, from time to time, the following:

A. Powers of the Audit Committee

The powers of the Audit Committee shall include the following:

1. To investigate any activity within its terms of reference;

2. To seek information from any employee;

3. To obtain outside legal or other professional advice;

4. To secure attendance of outsiders with relevant expertise, if it considers necessary; and

5. Such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations

Role of the Audit Committee

The role of the Audit Committee shall include the following:

1. Oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible.

2. Recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee.

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

4. Formulation of a policy on related party transactions, which shall include materiality of related party transactions.

5. Reviewing, at least on a quarterly basis, the details of related party transactions entered by the Company pursuant to each of the omnibus approvals given.

6. Examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with reference to:

- Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

- Changes, if any, in accounting policies and practices and reasons for the same;

- Major accounting entries involving estimates based on the exercise of judgment by management;

- Significant adjustments made in the financial statements arising out of audit findings;

- Compliance with listing and other legal requirements relating to financial statements;

- Disclosure of any related party transactions; and

- Modified opinion(s) in the draft audit report.

7. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

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

9. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

10. Approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed;

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

11. Scrutiny of inter-corporate loans and investments;

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

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

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

15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

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

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

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

20. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;

21. Reviewing the functioning of the whistle blower mechanism;

22. Monitoring the end use of funds raised through public offers and related matters;

23. Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;

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

25. Reviewing the utilization of loans and/or advances from / investment by the holding company in the subsidiary exceeding 100,00,00,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing;

26. Carrying out any other functions required to be carried out as per the terms of reference of the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;

27. Consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its members; and

28. To review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and

29. Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable provisions;

30. Approve all related party transactions and subsequent material modifications The Audit Committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations; b) Management letters / letters of internal control weaknesses offered 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; e) Statement of deviations in terms of the SEBI Listing Regulations:

- quarterly statement of deviations) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of Regulation 32(1) of the SEBI Listing Regulations; and - annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations. f) review the financial statements, particularly the investments made by any unlisted subsidiary.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of our Board was constituted by a resolution of our Board at their meeting held on January 17, 2026. The members of the Nomination and Remuneration Committee are:

S. No. Name of Director	Committee Designation	Nature of Directorship
1. Ramya Inala	Chairperson	Independent Director
2. Abhisheak Dhoot	Member	Independent Director
3. Divya Asawa	Member	Non Executive Director

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations and its terms of reference are as follows:

Terms of Reference for the Nomination and Remuneration Committee:

The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

1. Formulation of the criteria for determining qualifications, positive and independence of a director and recommend to the board of directors of the company the "Board" or "Board of Directors") a policy relating to the remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy").

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

- The level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; - relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and - remuneration to directors, Key managerial personnel and senior management involves a balance between fixed, and incentive pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals.

2. Formulation of criteria for evaluation of performance of independent directors and the Board.

3. Devising a policy on Board diversity.

4. Identifying persons who are qualified to become directors and who may be appointed as senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out effective evaluation of performance of Board, its committees and individual directors (including independent directors) to be carried out either by independent external agency and review its implementation and compliance.

5. Analysing, monitoring and reviewing various human resource and compensation matters.

6. Deciding 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.

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

8. Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary.

9. Reviewing and approving the Companys compensation strategy from time to time in the context of the then current Indian market in accordance with applicable law.

10. Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable.

11. Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: - the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and - the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.

12. Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan ("ESOP Scheme"), if any.

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

14. Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.

15. 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 based on 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: - use the services of an external agency, if required; - consider candidates from a wide range of backgrounds, having due regard to diversity; and - consider the time commitments of the candidates.

16. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee of our Board was constituted by a resolution of our Board at their meeting held on January 17, 2026. The members of the Stakeholders Relationship Committee are:

S. No. Name of Director	Committee Designation	Nature of Directorship
1. Divya Asawa	Chairperson	Non-Executive Director
2. Abhisheak Dhoot	Member	Independent Director
3. Rohit Asawa	Member	Executive Director

Terms of Reference for the Stakeholders Relationship Committee:

The Stakeholders Relationship Committee shall be responsible for, among other things, as may be required by the under applicable law, the following:

1 Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;

2 Resolving the grievances of the security holders of the listed entity including complaints related to transfer / transmission of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, non-receipt of annual report, non-receipt of declared dividends, offer of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

3 Review of measures taken for effective exercise of voting rights by members;

4 Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

5 Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and offer of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

6 Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

7 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 members of the company; and

8 Carrying out such other functions as may be specified by the Board from time to time or specified / provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of our Board was last reconstituted by a resolution of our Board at their meeting held on January 17, 2026. The constitution of the Corporate Social Responsibility Committee is as follows:

S. No. Name of Director	Committee Designation	Nature of Directorship
1. Rohit Asawa	Chairperson	Executive Director
2. Abhisheak Dhoot	Member	Independent Director
3. Divya Asawa	Member	Non-Executive Director

The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act. The terms and reference of the Corporate Social Responsibility Committee include the following:

1 Formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board.

2 Identity corporate social responsibility policy partners and corporate social responsibility policy programmes;

3 Review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company.

4 Delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities.

5 Review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes.

6 Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time.

7 Exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.

KEY MANAGERIAL PERSONNEL

In addition to our Managing Director and our Non-Executive Director, whose details are provided in

"Management - Brief Profiles of our Directors" beginning on page 208 of this Draft Red Herring Prospectus, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below. As on the date of this Draft Red Herring Prospectus, our Company does not have any senior management.

			Key Managerial Personnel
Name of the KMP	Designati on	Educationa l Qualificatio ns	Term of office	Ag e	Year of Joinin g	Compensati on paid for F.Y. ended 2026 ( in Lakhs)	Overall experie nce	Previous employment
Krishna Kanth Sarda	Chief Financial Officer	He holds a bachelors degree in commerce from Osmania University, Hyderabad and a diploma in managemen t from Auroras Business School, Hyderabad.	Appointe d on January 08, 2026	29	2026	2.59	Over 5 years	HDFC Bank, Hyderabad, Yes Bank Limited, Hyderabad, Kotak Mahindra Bank, Hyderabad and Berkadia India Financial Solutions
Pooja Biyani	Company Secretary and Complian ce Officer	She is a Company Secretary and attended Marwadi Shiksha Samithi Law College, Osmania University,	Appointe d on January 08, 2026	27	2026	1.20	Over 3 years	Indian Immulogical s Limited and Manjeet Bucha and Associates
		Hyderabad to pursue bachelors degree in law. She also holds a provisional degree in bachelors of commerce from Osmania University, Hyderabad.

BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL Key Managerial Personnel of our Company

Krishna Kanth Sarda, is the Chief Financial Officer of our Company. He has been associated with our Company since January 08, 2026. He holds a bachelors degree in commerce from Osmania University, Hyderabad and a diploma in management from Auroras Business School, Hyderabad. He was previously associated with Berkadia India Financial Solutions, Kotak Mahindra Bank, Yes Bank Limited and HDFC Bank Limited. He has an experience of over 5 years in accounting and finance industry. He is responsible for managing the financial affairs, including accounting, treasury operations, fundraising and ensuring compliance with applicable financial and statutory requirements.

Pooja Biyani, is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since January 08, 2026. She holds a provisional degree in bachelors of commerce from Osmania University, Hyderabad and has attended Marwadi Shiksha Samithi Law College, Osmania University, Hyderabad to pursue bachelors degree in law. She is an associate member of the Institute of Company Secretaries of India. She was previously associated with Manjeet Bucha and Associates and Indian Immunologicals Limited. She has an experience of over 3 years in secretarial industry. She is responsible for ensuring compliance with the provisions of the Companies Act, 2013 and applicable rules, maintaining statutory and non-statutory registers, books, records and documents, and undertaking filings with the Registrar of Companies from time to time.

ARRANGEMENTS OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS

None of our Key Managerial Personnel have been selected pursuant to any arrangement or understanding with any Shareholders, customers or suppliers or others. CHANGES IN THE KEY MANAGERIAL PERSONNEL

Set forth below are changes in our Key Managerial Personnel in the previous three years from the date of filing of this Draft Red Herring Prospectus:

Name	Date of Change	Reasons
Rohit Asawa	January 20, 2026	Appointment as Managing Director
Krishna Kanth Sarda	January 08, 2026	Appointment as Chief Financial Officer
Pooja Biyani	January 08, 2026	Appointment as Company Secretary and Compliance Officer

ATTRITION OF KEY MANAGERIAL PERSONNEL AND VIS-?-VIS INDUSTRY

The rate of attrition of our Key Managerial Personnel is not high in comparison to the industry in which we operate. SHAREHOLDING OF KEY MANAGERIAL PERSONNEL IN OUR COMPANY

Except as disclosed below, none of our Key Managerial Personnel hold any Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus:

S. No.	Name	No. Equity Shares	of Percentage of the Percentage of the post-Issue pre-Issue Equity of Equity Share Capital (%) Share Capital (%)
1.	Rohit Asawa	2,97,000	4.71% [?]

INTERESTS OF KEY MANAGERIAL PERSONNEL

Our Key Managerial Personnel 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, reimbursement of expenses incurred by them during the ordinary course of business and statutory benefits such as gratuity, provident fund and pension entitled to our Key Managerial Personnel. The Key Managerial Personnel may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of Equity Shares, if any, held by them in the Company.

For further details, please refer to the chapter titled "Restated Financial Statement" beginning on page 231 of this Draft Red Herring Prospectus.

SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no Key Managerial Personnel has entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.

LOANS GIVEN OR AVAILED BY OUR DIRECTORS OR KEY MANAGERIAL PERSONNEL

As on the date of this Draft Red Herring Prospectus, none of our Director or Key Managerial Personnel has availed any loan or given any loan to the Company.

EMPLOYEE STOCK OPTION AND STOCK PURCHASE SCHEMES

The Company does not have any Employee Stock Option Scheme and Employee Stock Purchase Scheme.

PAYMENT OR BENEFIT TO KEY MANAGERIAL PERSONNEL OF OUR COMPANY

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

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL

There is no contingent or deferred compensation payable to our Key Managerial Personnel which does not form part of their remuneration.

STATUS OF KEY MANAGERIAL PERSONNEL

All Key Managerial Personnel are permanent employees of our Company.

BONUS OR PROFIT-SHARING PLAN OF KEY MANAGERIAL PERSONNEL

None of our Key Managerial Personnel are party to any bonus or profit-sharing plan of our Company other than performance based discretionary incentives given to the Key Managerial Personnel.

PROMOTERS AND PROMOTER GROUP

PROMOTERS

As on the date of this Draft Red Herring Prospectus, the Promoters of our Company are Rohit Asawa, Divya Asawa, Chanda Asawa and Rama Raju Penmatsa

As on the date of this Draft Red Herring Prospectus, our Promoters, collectively, holds 55,12,500 Equity Shares, representing 87.38% of the pre-Issued, subscribed and paid-up Equity Share capital of our Company. For details of the build-up of our Promoters shareholding in our Company, please refer to the chapter titled "Capital Structure" beginning on page 80 of this Draft Red Herring Prospectus.

DETAILS OF THE PROMOTERS

Name: Rohit Asawa

Date of Birth: May 23, 1989

Age: 36 years

Designation: Chairman & Managing Director

Personal Address: 3-3-179 and 180 flat no. 402, Asawa

Residency, Chappal Bazar, Manjeera Hotel Kachiguda,

Himayathnagar, Hyderabad-500027, Andhra Pradesh, India

PAN: AKXPA6243L

Nationality: Indian

For further details with respect to his educational

qualification, professional experience, other directorships,

positions/posts held in past, special achievements, business &

financial activities and others, please refer to the chapter titled

"Management" beginning on page 207 of this Draft Red

Herring Prospectus.

Name: Divya Asawa

Date of Birth: May 27, 1992

Age: 33 years

Designation: Non-Executive Director

Personal Address: 3-3-179/180, Flat No. 402, Asawa

Residency, Chappal Bazaar, Near Hotel Manjira Kachiguda,

Himayathnagar stn Kachiguda, Himayathnagar, Hyderabad-

500027, Telangana, India

PAN: BNAPM1008E

Nationality: Indian

For further details with respect to her educational

qualification, professional experience, other directorships,

positions/posts held in past, special achievements, business &

financial activities and others, please refer to the chapter titled

"Management" beginning on page 207 of this Draft Red

Herring Prospectus.

Name: Chanda Asawa

Date of Birth: May 26, 1966

Age: 59 years

Designation: Promoter

Personal Address: 3-3-179 and 180 flat no. 402, Asawa

Residency, Chappal Bazar, Manjeera Hotel, Kachiguda,

Himayathnagar, Hyderabad, Andhra Pradesh- 500027.

Educational Qualifications: She does not hold any professional

educational qualification.

Experience: Over 07 years

PAN: AEUPA6212J

Nationality: Indian

Name: Rama Raju Penmatsa

Date of Birth: November 19, 1960

Age: 65 years

Designation: Promoter

Personal Address: 1-73, Bhadrayamma complex street,

Ravulapalem, East Godavari, Andhra Pradesh- 533238.

Educational Qualification: He does not hold any professional

educational qualification.

Experience: Over 0.4 year

PAN: AJBPP0524E

Nationality: Indian

For a brief profile, please refer to the chapter titled "Management" beginning on page 207 of this Draft Red Herring Prospectus.

Note:

We confirm that the Permanent Account Number (PAN), Bank Account Number(s), Aadhaar Card Number, Driving License Number and Passport Number of our Promoter will be submitted to BSE on whose SME Platform the Equity Shares are proposed to be listed, at the time of filing this Draft Red Herring Prospectus.

CHANGE IN CONTROL OF OUR COMPANY

There has been no change in the control of our Company during the five years immediately preceding the date of this Draft Red Herring Prospectus. For further details on acquisition of Equity Shares by our Promoters, please refer to the chapter titled "Capital Structure" beginning on page 80 of this Draft Red Herring Prospectus.

INTEREST OF PROMOTERS

A. Interest of Promoters in our Company other than as a Promoter

Our Promoters, Rohit Asawa and Divya Asawa are the directors of our Company therefore, may deemed to be interested to the extent of remuneration and/or reimbursement of expenses payable to him for services rendered to our Company as the director and KMP, 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 further details refer to the chapters titled "Management", and "Restated Financial Statement - Related Party Transactions" beginning on page 207 and 231 respectively, our Promoter holds no other interest in our Company beyond his role as a Promoter.

No sum has been paid or agreed to be paid to our Promoter or to the firms or companies in which our Promoter is interested as members in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as directors or promoters or otherwise for services rendered by our Promoters or by such firms or companies in connection with the promotion of our Company.

B. Interest in Promotion and Shareholding of our Company

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) their directorship in our Company (iv) other distribution in respect of their shareholding in our Company, from time to time. For further details of the shareholding of our Promoters in our Company, see "Capital Structure Details of shareholding of our Promoters and the members of our Promoter Group in the Company" beginning on page 87 of this Draft Red Herring Prospectus.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in which our Promoters hold shares, or (ii) controlled by our Promoters. For further details of the interest of our Promoters in our Company, see "Restated Financial Statement- Annexure 29 Related Party Transactions" beginning on page 231 of this Draft Red Herring Prospectus.

C. Interest of our Promoters in our Company arising out of being a member of a firm or company

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 him to become, or to qualify him as a director, promoter or otherwise for services rendered by such Promoters or by such firm or company, in connection with the promotion or formation of our Company.

D. Interest in the property 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 Draft 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.

Our Promoters are not interested in any other entity that holds any intellectual property rights that are used by our Company.

E. Interest in any transaction in acquisition of land, construction of building and supply of machinery etc.

None of the Promoter have any interest in any transaction in acquisition of land, construction of building and supply of machinery etc, as on date of this Draft Red Herring Prospectus.

F. Other Interests in our Company

Except as otherwise disclosed in the part "Financial information of the Company" beginning on page no. 231 of this Draft Red Herring Prospectus, our Promoters hold no interest in our Company.

For transactions in respect of loans and other monetary transactions entered in past please refer "Related Party Transactions" forming part of "Financial Information of the Company" beginning on page no. 231 of this Draft Red Herring Prospectus.

Further, our Promoters are interested to the extent of personal guarantees given by them in favor of the Company, for the details of Personal Guarantee given by Promoters towards financial facilities of our Company please refer to "Statement of Financial Indebtedness" and "Financial Information of the Company" on pages 234 and 231 respectively, of this Draft Red Herring Prospectus.

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

Except as stated in the chapter titled "Restated Financial Statement" beginning on page 231 of this Draft Red Herring Prospectus, there has been no payment of benefits to our Promoters or Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoter or members of our Promoter Group.

MATERIAL GUARANTEES

Except as stated in the chapter titled, "Statement of Financial Indebtedness" beginning on page 234 of this Draft Red Herring Prospectus, our Promoters have not given any material guarantees to any third party with respect to the Equity Shares.

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

Our Promoters have not disassociated from any companies or firms during the preceding three years from the date of filing of this Draft Red Herring Prospectus, except as disclosed below:

Sr. No.	Name of Promoter	Name of the company/firm disassociated from	Date of disassociation	Reasons for and circumstances leading to disassociation and terms of disassociation
1.	Rohit Asawa	Prometrik Engineering Limited	September 17, 2025	Pre-occupation with expansion work of Himalaya Nutravedics India Limited

OTHER VENTURES OF OUR PROMOTERS

Save and except as disclosed in the chapter titled "Management" beginning on page 2 0 7 of this Draft Red Herring Prospectus, there are no other ventures, in which our Promoter has any business interests/ other interests.

OUTSTANDING LITIGATIONS DETAILS PERTAINING TO OUR PROMOTERS

Except as otherwise may be disclosed in the section titled "Risk Factors" and chapter titled "Outstanding Litigations and Material Developments" beginning on pages 26 and 246 respectively, of this Draft Red Herring Prospectus, there are no material litigations or disciplinary actions taken against our promoters by a regulatory authority or stock exchange past year

EXPERIENCE OF PROMOTERS IN THE LINE OF BUSINESS OF OUR COMPANY

For further details in relation to experience of our Promoters in the business of our Company, please refer the chapter "Management" beginning on page 207 of this Draft Red Herring Prospectus.

RELATED PARTY TRANSACTIONS

Except as stated in "Restated Financial Statement - Related Party Transactions" beginning on page 231 of this Draft Red Herring Prospectus, and as stated therein, our Promoters or any of the Promoter Group Entities do not have any other interest in our business.

CONFIRMATIONS

a) Our Promoters have not been declared as fraudulent borrowers by any bank, financial institution, or consortium, in accordance with the RBI Master Circular dated July 1, 2016.

b) Our Promoters have not defaulted on any payment or repayment obligations to their lenders, and no show-cause notice for willful default has been issued against them in the past three years, as per the RBI Master Circular dated July 1, 2014.

c) Our Promoter has not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act 2018.

d) Our Promoter and members of the Promoter Group have not been prohibited or debarred from accessing the capital markets under any order or direction passed by SEBI. e) Our Promoter is not, and has not been in the past, a promoter or a director of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI.

PROMOTER GROUP

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

A. Natural Persons who are Part of the Promoter Group

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

Name of Promoter	Name of member of Promoter Group	Relationship with Promoter
Rohit Asawa	Umesh Chand Asawa	Father
	Chanda Asawa	Mother
	Shilpa Attal	Sister
	Divya Asawa	Spouse
	Mishti Asawa	Daughter
	Udbhav Asawa	Son
	Surya Prakash Mantri	Spouses Father
	Saritha Mantri	Spouses Mother
	Deepak Mantri	Spouses Brother
	Jyothi Mantri	Spouses Sister
	Akanksha Mantri	Spouses Sister
Name of Promoter	Name of member of Promoter Group	Relationship with Promoter
Divya Asawa	Surya Prakash Mantri	Father
	Saritha Mantri	Mother
	Deepak Mantri	Brother
	Jyothi Mantri	Sister
	Akanksha Mantri	Sister
	Rohit Asawa	Spouse
	Mishti Asawa	Daughter
	Udbhav Asawa	Son
	Umesh Chand Asawa	Spouses Father
	Chanda Asawa	Spouses Mother
	Shilpa Attal	Spouses Sister
Name of Promoter	Name of member of Promoter Group	Relationship with Promoter
Chanda Asawa	Late Laaburam Pasari	Father
	Narayana Bai	Mother
	Ashok Pasari	Brother
	Saroj Gilda	Sister
	Archana Daliya	Sister
	Umesh Chand Asawa	Spouse
	Rohit Asawa	Son
	Shilpa Attal	Daughter
Name of Promoter	Name of member of Promoter Group	Relationship with Promoter
	Late Radhakishan Asawa	Spouses Father
	Late Ratanbai Asawa	Spouses Mother
	Ramanuj Das Asawa	Spouses Brother
	Pushpa Bai Baheti	Spouses Sister
	Srikanta Omprakash Daga	Spouses Sister
	Anita Premchand Daga	Spouses Sister
Name of Promoter	Name of member of Promoter Group	Relationship with Promoter
Rama Raju Penmatsa	Penmatsa Subbaraju	Father
	Penmatsa Seethayamma	Mother
	Jampana Annapurna	Sister
	Penmatsa Anuradha	Spouse
	Sneha Penmatsa	Daughter
	Penmatsa Swathi	Daughter
	Late Venkata Jagannada Raju	Spouses Father
	Vadapalli Rajeswaramma	Spouses Mother
	Vadapalli Ravi Verma	Spouses Brother
	Atukuri Uma Rani	Spouses Sister

B. Entities 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:

S. No. Nature of Relationship	Name of Entities
A. 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;	Nil
B. Any Body Corporate in which a body corporate as provided in (A) above holds twenty percent. or more, of the equity share capital; and	Nil
C. 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.	i. Raghuveer Enterprises
	ii. Navodaya Wiress
	iii. Primo Solutions
	iv. Akanksha Trading Company
	v. Hanuman Traders

C. Other persons included in Promoter Group

None of the other persons form a part of the promoter group, whose shareholding is aggregated under the heading "shareholding of the promoter group" under Regulation 2(1) (pp)(v) of SEBI ICDR Regulation.