Krupalu Metals Ltd Directors Report

As on the date of Prospectus, our Company has 5 (Five) Directors on our Board consisting 1 (one) Managing Director, 1 (One) Executive Director, 1 (One) Non-Executive Director, and 2 (Two) Independent Directors. There are 2 (Two) Women Directors on our Board. The details of the Directors are as follows:

The details of the Directors are as follows:

Sl. No.	Name of the Director	DIN	Current Designation	Date of Joining#
1	Jagdish Parsottambhai Katariya	02513353	Managing Director	05-03-2009
2	Navinbhai Katariya	06578565	Executive Director	27-05-2013
3	Anjali Hukambhai Jeshani	10692753	Non-Executive Director	05-08-2024
4	Anandbhai Nalinbhai Pathak	10543800	Independent Director	27-03-2024
5	Nikita Gaurav Tank	10555187	Independent Director	05-08-2024

# 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	Jagdish Parsottambhai Katariya
Fathers Name	P N Katariya
	58 digvijay plot, near naresh steel, hinglaj Chowk, Jamnagar,
Residential Address	Dangarvada, Dijvijay Plot, Jamnagar, Gujarat 361005.
Date of Birth	29.09.1971
Age	53 Years
Designation	Promoter & Managing Director
DIN	02513353
1 Occupation	Business
Nationality	Indian
Qualification	Under Graduate
No. of Years of Experience	More than 17 years of experience in Sales and Procurement Department
Date of Appointment	Originally appointed as Director on 05-03-2009, designation has been changed to Managing Director on 05-08-2024 for the period of 3 years.
Terms of Appointment	Appointed for the period of 3 years; liable to retire by rotation
Directorship in other companies	Nil
Other Ventures	Aryan Sales (Partnership Firm)
Sl. No. Particulars	Details
Name of the Director	Navinbhai Katariya
Fathers Name	Parsotambhai Katariya
Residential Address	58 digvijay plot, near naresh steel, hinglaj Chowk, Jamnagar, Dangarvada, Dijvijay Plot, Jamnagar, Gujarat 361005.
Date of Birth	12.08.1973
Age	52 Years
Designation	Promoter & Executive Director
DIN	06578565
2 Occupation	Business
Nationality	Indian
Qualification	Primary Education
No. of Years of Experience	More than 17 years of experience in Production Department
Date of Appointment	Originally appointed as a director on 27-05-2013, further redesignated as an Executive Director on 05-08-2024.
Terms of Appointment	Redesignated as Executive Director w.e.f 05-08-2024 and he shall be liable to retire by rotation.
Directorship in other companies	Nil
Other Ventures	Nil

 

Sl. No. Particulars	Details
Name of the Director	Anjali Hukambhai Jeshani
Fathers Name	Hukambhai Jeshani
Residential Address	Kevdavadi 10, Laludi Hokli, Rajkot, Gujarat 360003.
Date of Birth	19-12-1999
Age	25 Years
Designation	Non-Executive Director
DIN	10692753
Occupation	Service
3 Nationality	Indian
	Master of Commerce from Saurashtra University in the year 2022.
Qualification	Bachelor of Commerce from Saurashtra University in the year
	2019.
No. of Years of Experience	More than 5 years of experience as an Accountant
Date of Appointment	05-08-2024
Terms of Appointment	Appointed as Non-Executive Director on 08-08-2024 and whose office shall be liable to retire by rotation.
Directorship in other companies	1. Renol Polychem Limited
	2. Antala Industries Limited
Other Ventures	Nil

 

Sl. No. Particulars	Details
Name of the Director	Anandbhai Nalinbhai Pathak
Fathers Name	Nalinbhai Natvarlal Pathak
Residential Address	Gangabhuvan harikrushn nagar-2, Jasdan, PO: Jasdan, Dist: Rajkot, Gujarat 360050.
Date of Birth	22.08.1978
Age	46 years
Designation	Independent Director
DIN	10543800
IDDB Registration No. with IICA	IDDB-DI-202404-057074 valid from 01/04/2024 till 31/03/2026.
4 Occupation	Professor
Nationality	Indian
Qualification	Bachelor of Commerce from Saurashtra University in the year 1998.
	Bachelor of Law from Saurashtra University in the year 2017.
No. of Years of Experience	More than 11 years of experience as a Professor
Date of Appointment	27.03.2024
Terms of Appointment	5 years
Directorship in other companies	1. Renol Polychem Limited
Other Ventures	Nil
Sl. No. Particulars	Details
Name of the Director	Nikita Gaurav Tank
Fathers Name	Mansukhbhai Ramjibhai Chavda
	Chotunagar 1, Behind Hanuman Madhi, Raiya Road, VTC: Rajkot
Residential Address	Raiya Road, Sub District: Rajkot, District: Rajkot, State: Gujarat, PIN- 360007.
Date of Birth	08.11.1991
Age	34 Years
Designation	Independent Director
DIN	10555187
IDDB Registration No. with IICA	IDDB-DI-202404-057852 valid from 05/04/2024 till 04/04/2026.
Occupation	Professional
Nationality	Indian
	Master of Business Administration from National Institute of
	Business Management in the year 2016.
Qualification
	Master of Commerce from Saurashtra University in the year
	2013.
No. of Years of Experience	More than 9 years of experience as an Accountant
Date of Appointment	05-08-2024
Terms of Appointment	Appointed w.e.f 05-08-2024 for the period of 5 years i.e. till 04-08- 2029 and whose office shall not be liable to retire by rotation.
Directorship in other companies	1. Renol Polychem Limited
	2. Antala Industries Limited
Other Ventures	Nil

BRIEF BIOGRAPHIES OF THE DIRECTORS:

Jagdish Parsottambhai Katariya, aged 53 years, is the Promoter and Managing Director of our Company. He was originally appointed as a Director on March 05, 2009 and has been re-designated as Managing Director w.e.f. August 05, 2024 for Three (3) years. He has an experience of more than 17 years in Sales and Procurement Department. He is responsible for day-to-day business operations and entrusted with the responsibility of the looking after the overall management of the Company.

Navinbhai Katariya, aged 52 years, is the Promoter and Executive Director of our Company. He was appointed as a Director of the Company on May 27, 2013 and has been redesignated as Executive Director of Company on August 05, 2024. He has an experience of more than 17 years in Production Department. He is responsible for day-to-day business operations and entrusted with the responsibility of the looking after the overall management of the Company.

Anjali Hukambhai Jeshani, aged 25 years, is the Non-Executive Director of our Company. She was appointed as Non- Executive Director of our Company on August 05, 2024. She has completed her Master of Commerce in Accounts from Saurashtra University in the year 2022. She has an experience of more than 2 years as an Accountant at Dreamaddz.

Anandbhai Nalinbhai Pathak, aged 46 years is an Independent Director of our Company. He was appointed as Independent Director of the Company on March 27, 2024 for the period of Five (5) years (from the date of original appointment). He has completed his Bachelors of Commerce from Saurashtra University in the year 1998. Further, he completed his Bachelor of Law from in the year 2017. He has an experience of more than 11 years as an Accounts Professor.

Nikita Gaurav Tank, aged 34 years, is an Independent Director of our Company. She was appointed as Independent Director w.e.f. August 05, 2024 for the period of Five (5) years (from the date of original appointment). She has completed her Master of Commerce from Saurashtra University in the year 2013 & further completed Master of Business Administration from National Institute of Business Management in the year 2016. She has more than 8 years of experience as an Accountant in School.

FAMILY RELATIONSHIPS BETWEEN THE DIRECTORS

Name of Director	Other Director	Relation
Jagdish Parsottambhai Katariya	Navinbhai Katariya	Brother
Navinbhai Katariya	Jagdish Parsottambhai Katariya	Brother

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 October 25, 2024, allowed to borrow and that the total outstanding amount so borrowed shall not at any time exceed the limit of 200 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 SME Platform of BSE 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 SME Platform of BSE Limited. We shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on listing of Equity Shares on the SME Platform of BSE Limited.

COMPENSATION OF OUR MANAGING DIRECTOR, WHOLETIME DIRECTORS AND EXECUTIVE DIRECTORS

The compensation payable to Managing Director, Wholetime Directors 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 Executive Director:

Name of the Director	Jagdish Parsottambhai Katariya
Appointment/Change in	Originally appointed as Director on 05-03-2009, designation changed to Managing
Designation	Director on 05-08-2024 for the period of 3 years from the date of original appointment.
Current Designation	Managing Director
Terms of Appointment	For a term of 3 Years; liable to retire by rotation
Remuneration & Perquisites	Remuneration
	Remuneration by way of salary, perquisites and allowances not exceeding Rs. 24 Lacs
	(Rupees Twenty-Four Lakh Only) per annum during the 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	9.79 lakhs

The following compensation has been approved for Executive Director:

Name of the Director	Navinbhai Katariya
Appointment/Change in	Originally appointed as Director on 27-05-2013, designation changed to Executive
Designation	Director on 05-08-2024 for the period of 3 years from the date of original appointment.
Current Designation	Executive Director
Terms of Appointment	For a term of 3 Years; liable to retire by rotation
Remuneration	Remuneration
	Up to Rs. 24,00,000/- (Rupees Twenty-Four Lakh Only) per annum pursuant to provision and Schedule V of the Companies Act, 2013, and subject to such approval and with the authority of the Board and Board may vary/alter the remuneration in terms of Schedule V and other applicable provisions if any, of the Companies Act, 2013. Any subsequent increase in remuneration beyond the limits as stated herein shall be done by way of passing a special resolution in a general meeting of the members of the Company. Further the Company can recover the excess amount from the Executive Director if he had received in excess of what would have been payable to him subject to approval of members of the company.
	Minimum Remuneration:
	In the event where the company has no profit or its profits are inadequate in any financial year during the currency of tenure of service of Executive Director, the remuneration by way of Salary and perquisites as mentioned above shall be paid to him as minimum remuneration subject to the limit as prescribed in section II of Part II of Schedule V of the Companies Act, 2013 or any statutory amendments, modifications or re-enactment thereof for the time being in force.
Compensation paid in the year 2024-25	7.50 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

The payment of sitting fees to the Non-Executive Director and Independent Directors of the Company for attending the meeting of the Board of Directors and meetings of the Committees of the Board of Directors in the following manner:

Sl No.	Name of Director	Fees for attending the meeting of
		Board of Directors	Committees
1	Anjali Hukambhai Jeshani	5,000/- per meeting	5,000/- per meeting
2	Anandbhai Nalinbhai Pathak	5,000/- per meeting	5,000/- per meeting
3	Nikita Gaurav Tank	5,000/- per meeting	5,000/- per meeting

Apart from payment of sitting fees, the Board may also decide from time to time for the payment of commission to non-executive directors, commencing from Financial Year 2024-25, not exceeding aggregate of 1% of the net profits of the Company as calculated in accordance with the provisions of Companies Act, 2013.

The members of our Company vide a Special Resolution dated October 25, 2024, resolved to fix the limit of collective remuneration of 100 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	Jagdish Parsottambhai Katariya	Managing Director	18,09,708	45.24%	30.82%
2	Navinbhai Katariya	Executive Director	5,18,981	12.97%	8.84%

INTEREST OF OUR DIRECTORS

Our Director 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. 159 of this prospectus.

Interest in the Property of our Company

Except as stated in the heading titled "Properties" under the chapter titled "Our Business", and Chapter titled "Our Promoters and Promoter Group" beginning on pages 112 and 159 of this Prospectus, none of our Directors have interest in any property acquired or proposed to be acquired of our Company or by our Company.

Interest in Promotion of the Company

Our Promoters Jagdish Parsottambhai Katariya and Navinbhai Katariya, may be deemed to be interested in the promotion of our Company. For further details, please refer to chapter titled "Our Promoter and Promoter Group" beginning on page 159 of this Prospectus.

Interest in Business of the Company

Except as stated in the chapter titled "Our Business", "Our Promoters and Promoter Group" and "Financial Information as Restated" beginning on page 112, 159 and 168 respectively and to the extent of shareholding in our Company, if any, our directors do not have any other business interest in our Company.

Other Interests in our Company

Our directors may be interested to the extent of personal guarantees given by them in favor of the Company. For the details of Personal Guarantee given by Directors towards Financial facilities availed by our Company, please refer to "Financial Indebtedness" and "Financial Statement as Restated" on page 212 and 168 respectively of this Prospectus.

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. 145 of this prospectus.

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. Some of the directors also hold directorships in Promoter Group and Group Companies 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 145 and 204 respectively of this prospectus, and except to the extent of shareholding in our Company, our director 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
Jagdish Parsottambhai Katariya	05-08-2024	Managing Director	Redesignation
Navinbhai Katariya	05-08-2024	Executive Director	Redesignation
Anjali Hukambhai Jeshani	05-08-2024	Non-Executive Director	Appointment
Anandbhai Nalinbhai Pathak	27-03-2024	Independent Director	Appointment
Nikita Gaurav Tank	05-08-2024	Independent Director	Appointment

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 Two Women Directors).

Sl. No.	Name of the Director	DIN	Current Designation
1	Jagdish Parsottambhai Katariya	02513353	Promoter & Managing Director
2	Navinbhai Katariya	06578565	Promoter & Executive Director
3	Anjali Hukambhai Jeshani	10692753	Non-Executive Director
4	Anandbhai Nalinbhai Pathak	10543800	Independent Director
5	Nikita Gaurav Tank	10555187	Independent Director

COMMITTEES OF OUR BOARD

Our Board has constituted the following committees including those for compliance with corporate governance requirements:

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 October 03, 2024. The Audit Committee comprises of:

Name of Director	Status in Committee	Nature of Directorship
Anandbhai Nalinbhai Pathak	Chairperson	Independent Director
Nikita Gaurav Tank	Member	Independent Director
Anjali Hukambhai Jeshani	Member	Non-Executive Director

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 Regulation 18 of the SEBI (LODR) Regulations.

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:

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; 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; 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).

The Audit Committee shall meet at least four times in a year, and not more than one hundred and twenty days shall elapse between two meetings. The quorum of the meeting shall be either two members present, or one-third of the members, whichever is greater, provided that there should be a minimum of two independent directors present.

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 October 03, 2024. The Stakeholders Relationship Committee comprises of:

Name of Director	Status in Committee	Nature of Directorship
Anandbhai Nalinbhai Pathak	Chairperson	Independent Director
Nikita Gaurav Tank	Member	Independent Director
Navinbhai Katariya	Member	Executive Director

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.

The Stakeholders Relationship Committee shall meet at least once in a year.

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 October 03, 2024. The Nomination and Remuneration Committee comprises of:

Name of Director	Status in Committee	Nature of Directorship
Nikita Gaurav Tank	Chairperson	Independent Director
Anjali Hukambhai Jeshani	Member	Non-Executive Director
Anandbhai Nalinbhai Pathak	Member	Independent Director

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 Committeeis 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.

The Committee shall meet at least once in a financial year and quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance.

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 committee is not applicable to our company till the date of this prospectus. We will comply with the requirement as and when the CSR is applicable to us.

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. 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.

1. Jagdish Parsottambhai Katariya, aged about 53 years, is the Promoter and Managing Director of our Company. For details, please refer section titled "Our Management" beginning on page no. 145 of this Prospectus.

2. Navinbhai Katariya, aged about 51 years, is the Promoter and Executive Director of our Company. For details, please refer section titled "Our Management" beginning on page no. 145. of this Prospectus.

3. Urmi Katariya, aged about 24 years, is the Chief Financial Officer of our Company. She holds a Degree of Master in Commerce from Saurashtra University in the year 2022 and has professional experience of over 2 years as an Accountant. Currently she has been appointed as CFO of our Company on August 05, 2024. In the financial year 2024-

25 , he was compensated 3.36 lakhs as remuneration

4. Mrs. Pooja Gupta, aged about 29 years, is the Company Secretary & Compliance Officer of our Company. She holds a Bachelors degree in Commerce from University of Ranchi, completed in 2016 and also holds Masters Degree done from Ranchi University in the year 2021. She is the member of the Institute of Company Secretaries of India having membership number ACS A65329 since 2021. She joined our Company as a Company Secretary with effect from February 01, 2025. She has completed GST Accountant Course under PMKVY (GOI) sponsored by NSDC. She has more than 3 years of experience in the fields of secretarial compliance that is form filing related to ROC compliances, Secretarial Audit, Corporate Governance Report etc. Since she joined our Company on February 1, 2025, she was paid a remuneration of 0.80 lakhs during the financial year 2024-25..

STATUS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

All our key managerial personnel or Senior Management are permanent employees of our Company.

SHAREHOLDING OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

The details of the shareholding of our Key Management 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	Jagdish Parsottambhai Katariya	Managing Director	18,09,708	45.24%	30.82%

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 Management 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 Management 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 168 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

Name of Director	Name of KMP	Other Director	Relation
Jagdish Parsottambhai Katariya	- Urmi Katariya	Navinbhai Katariya -	Brother Daughter
Navinbhai Katariya	- Urmi Katariya	Jagdish Parsottambhai Katariya -	Brother Niece

RELATIONSHIP BETWEEN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT

Name of Director	Name of KMP	Other Director	Relation
Jagdish Parsottambhai Katariya	- Urmi Katariya	Navinbhai Katariya -	Brother Daughter
Navinbhai Katariya	- Urmi Katariya	Jagdish Parsottambhai Katariya -	Brother Niece

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

Except as disclosed in Prospectus, 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
Jagdish Parsottambhai Katariya	05-08-2024	Managing Director	Redesignation
Pooja Gupta	01-02-2025	Company Secretary & Compliance Officer	Appointment
Urmi Katariya	05-08-2024	Chief Financial Officer	Appointment

OUR PROMOTERS AND PROMOTER GROUP

1. Our Promoters:

The Promoters of our Company are (i) Jagdish Parsottambhai Katariya and (ii) Navinbhai Katariya.

As on the date of this prospectus, our Promoters jointly hold 23,28,689 Equity Shares which in aggregate, almost constitutes 58.22% of the pre issued paid-up Equity Share capital of our Company.

For details of the build-up of the Promoters shareholding in our Company, see "Capital Structure", on page 59 of this Prospectus.

(i) Details of Individual Promoters of our Company:

Jagdish Parsottambhai Katariya, aged 53 years, is the Promoter and Managing Director of the company. For further personal details, please also refer to section titled "Our Management" and "Group Companies of our Company" beginning on page 145 and 165 respectively of this prospectus.

Name of Promoter	Jagdisbhai P Katariya
Fathers Name	P N Katariya
Date of Birth	29-09-1971
Age	53 years
Qualification	Under Graduate
Occupation	Business
Nationality	Indian
Address	58 Digvijay Plot, near Naresh steel, Hinglaj Chowk, Jamnagar, Dangarvada, Digvijay Plot, Jamnagar, Gujarat 361005.
DIN	02513353
PAN	APVPK4780P
Directorship in Other Companies	NIL
Other Ventures	Aryan Sales - Partner

Navinbhai Katariya, aged 52 years, is the Promoter & Executive Director of our Company. For further personal details, please also refer to section titled "Our Management" and "Group Companies of our Company" beginning on page 145 and 165 respectively of this prospectus.

Name of Promoter	Navinbhai Katariya
Fathers Name	Parsotambhai Katariya
Date of Birth	12-08-1973
Age	52 Years
Qualification	Under Graduate
Occupation	Business
Nationality	Indian
Address	58 Digvijay Plot, Hinglaj Chowk, Udhyognagar road, Dangarvada, Digvijay Plot, Jamnagar, Gujarat 361005.
DIN	06578565
PAN	AXEPK2470K
Directorship in Other Companies	NIL
Other Ventures	NIL

Our Company confirms that it will submit the details of the PAN, Bank Account Number, Passport number, Aadhaar card number and driving license number of our Promoters to BSE separately at the time of filing the prospectus.

(ii) Details of Body Corporate Promoter of our Company

We dont have any Body Corporate Promoters.

CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY

There has not been any major 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 145 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 59 of this Prospectus.

Interest in the property of our Company:

Except as given in the chapter titled "Our Business" beginning on page 112 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 40,00,000 Equity Shares 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 145 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. 204 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. 204 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. 225 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 212 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 145 of this Prospectus.

COMMON PURSUITS OF PROMOTERS AND PROMOTER GROUP ENTITIES

Some of our Promoter Group Entities 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 22 of this Prospectus.

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) The promoter:

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

Jagdish Parsottambhai Katariya Navinbhai Katariya

B) Natural persons i.e., an immediate relative of the promoter (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse);

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

	Name of the Promoters
Relationship	Jagdish Parsottambhai Katariya	Navinbhai Katariya
Father	Parsotambhai N Katariya	Parsotambhai N Katariya
Mother	Maniben P Katariya	Maniben P Katariya
	Navinbhai Katariya	Jagdish Parsottambhai Katariya
Brother	Mahesh P Kataria	Mahesh P Kataria
	Katariya Manishbhai Parsotambhai	Katariya Manishbhai Parsotambhai
Sister	NA	NA
Spouse	Poonamben Katariya	Rekhaben N Kataria
Son	NA	NA
		1. Katariya Ekta
	1. Krupa Tushar Bhanushali	2. Prathana Navin Katariya
Daughter
	2. Urmi Katariya	3. Reeva Katariya
		4. Durva Navinbhai Katariya
Spouses Father	Lt. Bachubhai Kalidas Bhanushali	Hemraj Gopalbhai Gajara
Spouses Mother	Gomitben B Bhanushali	Gajra Shantiben
Spouses Brother	1. Nilesh Bachchubhai Bhanushali	Gajra Kirit Hemraj
	2. Kamlesh B Bhanushali
		1. Kalpana Ramesh Bhanushali
		2. Bhanushali Harisiddha Vinod
Spouses Sister	Priti Nitin Akre
		3. Chandrika Vijaybhai Hurbada
		4. Reshma Bhavesh Hurbada

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

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

Nature of Relationship	Entity
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 Promoters- - Nil

 

Nature of Relationship	Entity
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.	Entities Controlled by Promoter
	- Aryan Sales
	Entities Controlled by Promoters Relatives
	- Durva Metals

D) As per Regulation 2(1)(pp)(v) of the SEBI ICDR Regulations, all persons whose shareholding under the heading

"shareholding of the promoter group":

Katariya Manishbhai Parsotambhai

Sharda M Katariya

Rasilaben M Kataria

Poonamben Katariya

Rekhaben N Kataria

Mahesh P Kataria