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Phychem Technologies Ltd Directors Report

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Phychem Technologies Ltd Share Price directors Report

As of the date of this Draft Red Herring Prospectus, we have 6 (Six) Directors on our Board, which includes 1 (One) Managing Director, 1 (One) Whole Time Director, 2 (Two) Non-Executive Director, and 2 (Two) Independent Directors, out of which, Board of Directors comprises of one (1) woman directors. The present composition of our Board and its committees is in accordance with the corporate governance requirements prescribed under the Companies Act and the SEBI Listing Regulations.

The following table sets forth the details regarding the Board of Directors of our Company as on the date of filing of this Draft Red Herring Prospectus:

Name, Designation, DIN, Date of Birth, Age, Address, Occupation, Qualification, Current Term, Date of Appointment

Other Directorships

Umakant Savadekar

Designation: Chairman and Managing Director

Age: 48 years

Date of Birth: February 25, 1977

Address: Plot No 19, Bhausaheb Hire Hou Soc, Hirawadi, Panchavati, Nashik, Maharashtra, India- 422003

Experience: 20 years

Nil

Occupation: Business

Qualification: Master of Technology (Nano science & Technology) and Bachelor of Engineering (Mechanical Engineering)

Current Term: For a period of 3 years w.e.f August 30, 2025, liable to retire by rotation Period of Directorship: Since June 13, 2013

DIN: 06548672

Ulka Umakant Savadekar

Designation: Whole Time Director and CFO

Age: 46 years

Date of Birth: July 20, 1979

Address: Plot No 19, Bhausaheb Hire Hou Soc, Hirawadi, Panchavati, Nashik, Maharashtra, India- 422003

Nil

Experience: 12 Years

Occupation: Business

Qualification: Master of Business Administration, Bachelor of Commerce, Diploma in electrical engineering

Name, Designation, DIN, Date of Birth, Age, Address, Occupation, Qualification, Current Term, Date of Appointment Current Term: For a period of 3 years w.e.f August 30, 2025, liable to retire by rotation

Other Directorships

Period of Directorship: Since June 13, 2013

DIN: 06547735

Nivrutti Sonu Savdekar

Designation: Non-executive Director

Age: 82 years

Date of Birth: August 01, 1943

Address: Plot No 19, Yashodhan Bhausaheb Hirey Housing Sosayati, Hirawadi, Panchavati, Nashik, Maharashtra, India- 422003

Experience: 12 years Occupation: Business

Nil

Qualification: Bachelor of Education (B.Ed)

Current Term: For a period of 3 years w.e.f August 30, 2025, liable to retire by rotation

Period of Directorship: Since June 13, 2013

DIN: 06547751

Vijaya Nivrutti Savdekar

Designation: Non-executive Director

Age: 76 years

Date of Birth: June 01, 1949

Address: Plot No 19, Yashodhan Bhausaheb Hirey Housing Sosayati, Hirawadi, Panchavati, Nashik, Maharashtra, India- 422003

Experience: 12 years

Nil

Occupation: Business

Qualification: Bachelor of Arts

Current Term: For a period of 3 years w.e.f August 30, 2025, liable to retire by rotation

Period of Directorship: Since June 13, 2013

Name, Designation, DIN, Date of Birth, Age, Address, Occupation, Qualification, Current Term, Date of Appointment

Other Directorships

DIN: 06548683

Niranjan Ramakant Kolhe

Designation: Independent Director

Age: 43 years

Date of Birth: June 07, 1982

Address: Plot No. 7, Appu Ghar Road, Appu Ghar Corner, Sector No. 25, Nigdi, Pradhikaran, Pune, Maharashtra-411044

Experience: 22 years

Nil

Occupation: Service

Qualification: Master of Science (M.S.) in Mechanical Engineering and Master in Business Administration (MBA) and Bachelor of Engineering (B.E.).

Current Term: For a period of 5 consecutive years with effect from August 30, 2025 and not liable to retire by rotation

DIN: 11250412

Rajendra Hunajirao Talele

Designation: Independent Director

Age: 53 Years

Date of Birth: September 14, 1971

Address: 902, Spenta, Ghodbunder Road, Sandozbaugh, Thane, Maharashtra- 400607

Companies:

Experience: 30 years

1. Eviasearch Tech Private Limited

Occupation: Business

Qualification: Master of Pharmacy and Bachelor of Pharmacy

Current Term: For a period of 5 consecutive years with effect from August 30, 2025 and not liable to retire by rotation

DIN: 00305773

Brief Profile of Directors:

1. Umakant Savadekar aged 48 years is the Promoter, Managing Director & Chairman of our Company. He has been on the board of our company since incorporation i.e. 2013. He has completed Bachelor of Engineering (Mechanical Engineering) in the year 1998 and Master of Technology (Nano science & Technology) in the year 2013 with an overall experience of around 20 years in rotomoulding industry. He is pursuing PhD in "Investigation of Graphene Nanocomposites for Rotational moulding applications" at BITS Pilani, Goa. He is also a secretary of star (Association of Asian Rotomolders) and was honored with the Speaker Appreciation Award at the Annual Conference 2020. He plays a significant role in the growth of the company. He is responsible for manufacturing operations, procurement and sales and

marketing activities of the Company. Under his leadership, our Company has been successful in expanding its product portfolio and customer base.

2. Ulka Umakant Savadekar aged 46 years is the Promoter, Whole Time Director & CFO of our Company. She has been on the board of our company since incorporation i.e. 2013. She has completed Bachelor of Commerce in the year 2008 from University of Pune, Diploma in electrical engineering in the year 2002 from Maharashtra State Board Of Technical Education and Master of Business Administration in the year 2011 from North Maharashtra University, Jalgaon. She has an experience of around 12 years in the rotomoulding industry. She looks after Finance and compliance activities of the company.

3. Nivrutti Sonu Savdekar aged 82 years is the Promoter and Non-Executive Director of our Company. He has been on the board of the company since incorporation i.e. 2013. He has completed Bachelor of Education (B.Ed) from University of Poona in the year 1970. Further, he received National awards for teachers from Ministry of Human resource development in the year 1995. He has a past experience in teaching sector and an experience of around 12 years in the rotomoulding industry.

4. Vijaya Nivrutti Savdekar aged 76 years is the Promoter and Non- Executive Director of our Company. She has been on the board of the company since incorporation i.e. 2013. She has completed Bachelor of Arts in the year 1972 from University of Poona. She was honored with Samajsudharak Savitribai Phule Adarsh Shikshika Award from Maharashtra Government in the year 2005 for her services in the field of education. She has a past experience in teaching sector and an experience of around 12 years in the rotomoulding industry.

5. Niranjan Ramakant Kolhe aged 43 years is an Independent Director of our Company. He completed Bachelor of Engineering (B.E.) from University of Pune in the year 2003. Further he completed his Master of Science in Mechanical Engineering from University of Washington, USA in the year 2011 and Master in Business Administration (MBA) from University of Bradford, UK in the year 2017. He has experience of around 22 Years in the field of technology development and engineering projects.

6. Rajendra Hunajirao Talele aged 53 years is an Independent Director of our Company. He completed Bachelor of Pharmacy from University of Poona in the year 1991. Further he completed his Master of Pharmacy from University of Poona in the year 1993. He has experience of around 30 Years in the field of Pharmaceutical and Drug Development industry.

Confirmations:

As on the date of this Draft Red Herring Prospectus:

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

b) 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 tenure of their directorship in such company.

c) None of our Directors are categorized as a wilful defaulter or a fraudulent borrower, as defined under Regulation 2(1)(lll) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

d) None of our Directors is declared a fugitive economic offender under section 12 of the Fugitive Economic Offenders Act, 2018.

e) 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.

Nature of any family relationship between our Directors

The following Directors of the Company are related to each other within the meaning of Section 2 (77) of the Companies Act, 2013. Details of which are as follows:

Sr. No.

Name of the Director Relationship with other Directors

1.

Umakant Savadekar Husband of Ulka Umakant Savadekar and Son of Nivrutti Sonu Savdekar and Vijaya Nivrutti Savdekar.

2.

Ulka Umakant Savadekar Wife of of Umakant Savadekar

3.

Nivrutti Sonu Savdekar Husband of Vijaya Nivrutti Savdekar and Father of Umakant Savadekar

4.

Vijaya Nivrutti Savdekar Wife of Nivrutti Sonu Savdekar and Mother of Umakant Savadekar

Arrangements with major Shareholders, Customers, Suppliers or Others:

We have not entered into any arrangement or understanding with our major shareholders, customers, suppliers or others, pursuant to which any of our directors were selected as Directors or members of the senior management.

Service Contracts:

The Directors of our Company have not entered into any service contracts with our company which provides for benefits upon termination of their employment.

Details of Borrowing Powers of Directors:

Pursuant to a special resolution passed at an Extraordinary General Meeting of our Company held on August 30, 2025 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company have been authorized to borrow monies from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained/ to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of Rs. 100.00 (Rupees Hundred Crore Only).

Compensation of our Directors

The compensation payable to our Directors will be governed as per the terms of their appointment and shall be subject to the provisions of Sections 2(54), 188, 196, 197, 198 and 203 and any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V thereto 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:

A. Managing Director and Whole Time Directors

Particulars

Umakant Savadekar

Ulka Umakant Savadekar

Appointment/ Change in Designation

Appointed as Director w.e.f. June 13, 2013 Re-designated as Chairman and Managing Director w.e.f. August 30, 2025 Appointed as Director w.e.f. June 13, 2013 Re-designated as Whole time Director and CFO w.e.f. August 30, 2025

Current Designation

Chairman and Managing Director Whole time Director and CFO

Terms of Appointment

For consecutive 3 years with effect from August 30, 2025 up to August 30, 2028 For consecutive 3 years with effect from August 30, 2025 up to August 30, 2028

Remuneration

Upto Rs. 60.00 Lakh per annum and the board shall be entrusted to revise either by enhancement or reduction in the said remuneration from time to time as board Upto Rs. 60.00 Lakh per annum and the board shall be entrusted to revise either by enhancement or reduction in the said remuneration from time to time as board

Particulars

Umakant Savadekar

Ulka Umakant Savadekar

Compensation paid in FY 24-25

deem fit in line with the provisions of schedule V of the Act. Rs. 18.00 Lakhs per annum

deem fit in line with the provisions of schedule V of the Act. Rs. 9.00 Lakhs per annum

Bonus or Profit-Sharing Plan for our Directors:

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

Sitting Fees:

The Articles of Association of our Company provides for the payment of sitting fees to the Directors (other than Managing Director & Whole-time Directors), not exceeding t 1.00 Lakhs, as may be fixed by the Board of Directors from time to time, for attending a meeting of the Board and Committees thereof. Our Board of Directors have resolved at their meeting held on September 19, 2025 for the payment of an amount not exceeding t 1.00 Lakhs as sitting fees to all the Non-executive Directors (including Independent Director) for attending each such meeting of the Board and Committee thereof.

Shareholding of our Directors as on the date of this Draft Red Herring Prospectus:

Sr. No.

Name of the Director

No. of Shares Held Holding in %
1. Umakant Savadekar 38,45,400 51.00%
2. Ulka Umakant Savadekar 26,39,000 35.00%
3. Nivrutti Sonu Savdekar 2,26,122 3.00%
4. Vijaya Nivrutti Savdekar 75,400 1.00%

Total

67,85,922 90.00%

None of the Independent Directors of the Company holds any Equity Shares of Company as on the date of this Draft Red Herring Prospectus.

As on the date of the filing of this Draft Red Herring Prospectus, we do not have any Subsidiary Company as defined under Section 2(6) of the Companies Act, 2013

Our Articles of Association do not require our directors to hold any qualification Equity Shares in the Company.

INTEREST OF DIRECTORS

All the Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses paid to them. Our directors may also be regarded as interested to the extent of their shareholding and dividend payable thereon, if any, and to the extent of Equity Shares, if any held by them in our Company or held by their relatives. Further our directors are also interested to the extent of unsecured loans, if any, given by them to our Company or by their relatives. Further, our directors may have extended personal guarantees in respect of financial facilities availed by the company and for the details of Personal Guarantee given by our directors please refer to "Statement of Financial Indebtedness" on page 224 of this Draft Red Herring Prospectus.

Except as stated otherwise in this Draft Red Herring Prospectus, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be entered into with them.

Except as stated in this section "Our Management" or the section titled "Financial information of the Company - Annexure AC - Related Party transaction" beginning on page 142 and 211 respectively of this Draft Red Herring Prospectus, and except to the extent of shareholding in our Company, our Directors do not have any other interest in our business.

Interest in the property of Our Company:

Except as mentioned below our directors do not have any interest in any property acquired by our Company during the period of two years before filing of this Draft Red Herring Prospectus or proposed to be acquired by us as on date of this Draft Red Herring Prospectus.

-Our Registered Office situated at Gat No-172, Khatwad Tal - Dindori Dist - Nashik, Maharashtra, India-422004 is taken on rent vide lease deed dated November 06, 2015 from our Whole time director and CFO, Ulka Umakant Savadekar.

Changes in Board of Directors in Last 3 Years:

S. No.

Name of Directors Date of Event Nature of Event Reasons for Change

1

Umakant Savadekar August 30, 2025 Re-designated as Chairman & Managing Director

To ensure better Corporate Governance and compliance with the Companies Act, 2013

2

Ulka Umakant Savadekar August 30, 2025 Re-designated as Whole Time Director and CFO

3

Nivrutti Sonu Savdekar August 30, 2025 Re-designated as Non-Executive Director

4

Vijaya Nivrutti Savdekar August 30, 2025 Re-designated as Non-Executive Director

5

Niranjan Ramakant Kolhe August 30, 2025 Appointed as Independent Director

6

Rajendra Hunajirao Talele August 30, 2025 Appointed as Independent Director

ORGANISATION STRUCTURE

COMPLIANCE WITH CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act, 2013, provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and SEBI (ICDR) Regulations, 2018 in respect of corporate governance will be applicable to our Company immediately upon the listing of our Companys Equity Shares on Stock Exchanges. The requirements pertaining to constitution of the committees such as the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committees have been complied with. Our Board undertakes to take all necessary steps to continue to comply with all the requirements of Listing Regulations and the Companies Act, 2013.

Our Board has been constituted in compliance with the Companies Act, 2013 and in accordance with the best practices in corporate governance. Our Board functions either as a full board or through various committees constituted to oversee specific operational areas. The executive management provides our Board detailed reports on its performance periodically.

Our Board of Directors consist of Six (6) Directors including One (1) women director Two (2) Independent Directors on the Board. The constitution of our Board is in compliance with the provisions of section 149 of the Companies Act, 2013.

Our Company has constituted the following committees:

1. Audit Committee

Our Company has formed an Audit Committee, vide Board Resolution dated September 20, 2025 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations. The Audit Committee comprises following members:

Name of the Director

Status in Committee Nature of Directorship

Niranjan Ramakant Kolhe

Chairman Independent Director

Rajendra Hunajirao Talele

Member Independent Director

Umakant Savadekar

Member Managing Director

The Company Secretary of the Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of the Company to furnish clarifications to the shareholders on any matter relating to accounts. The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure of the committee:

The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee:

The committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of two Independent Directors at each meeting.

C. Power of the Committee:

The Audit Committee shall have powers, including the following:

a) to investigate any activity within its terms of reference;

b) to seek information from any employee;

c) to obtain outside legal or other professional advice;

d) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under the Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and

e) To have full access to information contained in records of Company.

D. Role of the Committee:

The Role of Audit Committee together with its powers as per Part C of Schedule II of SEBI Listing Regulation and Companies Act, 2013 shall be as under:

The role of the Audit Committee shall include the following:

1) Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;

2) Recommending to the Board for the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors of the Company;

3) Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

4) Approving payments to the statutory auditors for any other services rendered by the statutory auditors;

5) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act;

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

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

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

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

f. Disclosure of any related party transactions; and

g. Qualifications and modified opinions in the draft audit report.

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

7) 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer by the Company;

8) Approval or any subsequent modifications 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 such conditions as may be prescribed;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the Company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

13) Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

14) 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;

15) Discussing with internal auditors on any significant findings and follow up thereon;

16) 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;

17) Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;

18) Looking 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;

19) Reviewing the functioning of the whistle blower mechanism;

20) Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate;

21) Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding Rs.1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

22) Considering and commenting on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;

23) Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law; and

24) Carrying out any other functions as is mentioned in the terms of reference of the audit committee or containing into SEBI (LODR) Regulations 2015.

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

1) Managements discussion and analysis of financial condition and results of operations;

2) statement of significant related party transactions (as defined by the audit committee), submitted by management;

3) management letters / letters of internal control weaknesses issued by the statutory auditors;

4) internal audit reports relating to internal control weaknesses;

5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; and

6) statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI ICDR Regulations;

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

2. Nomination and Remuneration Committee

Our Company has formed a Nomination and Remuneration Committee vide Board Resolution dated September 20, 2025 as per the applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 19 of SEBI Listing Regulations. The Nomination and Remuneration Committee comprises following members:

Name of the Director

Status in Committee Nature of Directorship

Niranjan Ramakant Kolhe

Chairman Independent Director

Rajendra Hunajirao Talele

Member Independent Director

Nivrutti Sonu Savdekar

Member Non- Executive Director

The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure of the committee:

The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

B. Meetings of the committee:

The committee shall meet as and when the need arises, subject to at least one meeting in a year. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is greater, including at least one independent director in attendance.

C. Scope and terms of reference:

The terms of reference of the Nomination and Remuneration Committee as per Regulation 19 and Part D of Schedule II

of SEBI Listing Regulations and Companies Act, 2013 shall be as under:

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

2) For the appointment of an independent director, the 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 of directors of the Company for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates.

3) formulation of criteria for evaluation of the performance of independent directors and the Board;

4) devising a policy on diversity of our Board;

5) identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every directors performance;

6) determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7) recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;

8) recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

9) recommending to the Board, all remuneration, in whatever form, payable to senior management;

10) performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

11) engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

12) analyzing, monitoring and reviewing various human resource and compensation matters;

13) reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

14) framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; and

15) Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

3. Stakeholders Relationship Committee

Our Company at its Board Meeting held on September 20, 2025 has approved the constitution of the Stakeholders Relationship Committee in compliance with the provisions of the Section 178(5) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The constituted Stakeholders Relationship Committee comprises the following:

Name of the Director

Status in Committee Nature of Directorship

Vijaya Nivrutti Savdekar

Chairperson Non-Executive Director

Niranjan Ramakant Kolhe

Member Independent Director

Ulka Umakant Savadekar

Member Whole time Director

The Company Secretary of our Company shall act as a Secretary to the Stakeholder Relationship Committee. The scope and

function of the Stakeholder Relationship Committee and its terms of reference shall include the following:

B. Tenure: The Stakeholder Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholder Relationship Committee as approved by the Board.

C. Meetings: The Stakeholder Relationship Committee shall meet at least once in a year, and shall report to the Board on a quarterly basis regarding the status of redressal of the complaints received from the shareholders of the Company. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher.

D. Scope and terms of reference: The terms of reference of the Stakeholders Relationship Committee as per Regulation 20 and Part D of Schedule II of SEBI Listing Regulations, 2015 and Companies Act, 2013 shall be as under:

1. 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.;

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

3. 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;

4. 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;

5. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized;

6. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

7. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company.;

8. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/ dividend warrants, nonreceipt of annual report and any other grievance/ complaints with Company or any officer of the Company arising out in discharge of his duties;

9. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them;

10. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time;

11. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting; and

12. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

Policy on Disclosures & Internal procedure for prevention of Insider Trading:

The provisions of Regulation 8 and 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchange. We shall comply with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 on listing of our Equity Shares on stock exchange. Further, Board of Directors have approved and adopted in Board meeting held on September 26, 2025 the policy on insider trading in view of the proposed public issue. Our Board is 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 for Prevention of Insider Trading conduct under the overall supervision of the Board.

KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

Our Company is supported by a team of professionals having exposure to various operational aspects of our business. A brief detail about the Key Managerial Personnel & Senior Management of our Company is provided below:

Name, Designation, Educational Qualification & Term of office

Age (years) Year/ period of joining Compensation paid for F.Y. ended 2024-25 (Rs. in Lakhs) Overall experience Previous employment

Umakant Savadekar Designation: Chairman and Managing Director Educational Qualification: Master of Technology (Nano science & Technology) and Bachelor of Engineering (Mechanical Engineering)

48 2013 18.00 20 years

-

Term of office: For consecutive 3 years commencing from August 30, 2025 up to August 30, 2028

Name, Designation, Educational Qualification & Term of office

Age (years) Year/ period of joining Compensation paid for F.Y. ended 2024-25 (Rs. in Lakhs) Overall experience Previous employment

Ulka Umakant Savadekar Designation: Whole Time Director and CFO Educational Qualification: Master of Business Administration, Bachelor of Commerce, Diploma in electrical engineering Term of office: For consecutive 3 years commencing from August 30, 2025 up to August 30, 2028

46 2013 9.00 12 years -

Pooja Sharma Designation: Company Secretary and Compliance Officer Educational Qualification- Company Secretary and Law Graduate

33 2025 Nil 2 Years Namdhari Seeds Private Limited

Vishwas Keshav Purohit Designation: Senior Manager Educational Qualification- Higher secondary

33 2016 3.64 9 Years -

Amol Nandu Palaskar Designation: Accounts executive Educational Qualification- Bachelors of Commerce (Honours)

54 2018 3.60 7 Years -

BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL Key Managerial Personnel

Umakant Savadekar - Please refer to section "Brief Profile of our Directors" beginning on page 144 of this Draft Red Herring Prospectus for details.

Ulka Umakant Savadekar - Please refer to section "Brief Profile of our Directors" beginning on page 144 of this Draft Red Herring Prospectus for details.

Nivrutti Sonu Savdekar - Please refer to section "Brief Profile of our Directors" beginning on page 144 of this Draft Red Herring Prospectus for details.

Vijaya Nivrutti Savdekar - Please refer to section "Brief Profile of our Directors" beginning on page 144 of this Draft Red Herring Prospectus for details.

Pooja Sharma is the Company Secretary and Compliance Officer of our Company. She is a qualified Company Secretary and an associate member of the Institute of Company Secretaries of India from the year 2019. She is currently responsible for the overall Corporate Governance and secretarial Compliances of our Company

Senior Management Personnel

Vishwas Keshav Purohit is the Senior Manager of our Company. He has completed his Higher secondary education from Maharashtra State Board of Secondary in the Year 1989. He has been associated with the company since 2016 and has over 9 years of experience in the rotomoulding industry. He is responsible for sales and marketing activities and overall operational processes of the company.

Amol Nandu Palaskar is the Accounts executive of our Company. He has completed his Bachelors of Commerce (Honours) from University of Pune, in the Year 2013. He has been associated with the company since 2018 and has over 7 years of experience in the field of rotomoulding industry. He is responsible for Finance management, Payroll processing and vendor payments of the company.

We confirm that:

a. All the persons named as our Key Managerial Personnel and Senior Management above are the permanent employees of our Company.

b. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above-mentioned Key Managerial Personnel and Senior Management have been recruited.

c. None of our KMPs except Umakant Savadekar and Ulka Umakant Savadekar are also part of the Board of Directors.

d. In respect of all above mentioned Key Managerial Personnel and Senior Management there has been no contingent or deferred compensation accrued for the financial year ended March 31, 2025.

e. Except for the terms set forth in the appointment letters, the Key Managerial Personnel and Senior Management have not entered into any other contractual arrangements or service contracts (including retirement and termination benefits) with the issuer.

f. Our Company does not have any bonus/ profit sharing plan for any of the Key Managerial Personnel and Senior Management.

g. None of the Key Managerial Personnel and Senior Management hold any shares of our Company as on the date of filing of this Draft Red Herring Prospectus except as under:

Sr. No.

Name of the KMPs No. of Shares held

1.

Umakant Savadekar 38,45,400

2.

Ulka Umakant Savadekar 26,39,000
Total 64,84,400

h. Presently, we do not have Employee Stock Option Plan (ESOP)/ Employee Stock Purchase Scheme (ESPS) for our employees.

i. The turnover of KMPs is not high, compared to the Industry to which our company belongs.

Nature of any family relationship between Key Managerial Personnel (KMP) & and Senior Management

Except as stated below, none of our KMPs, and Senior Management are related to each other.

Sr. No.

Name of the Director/ KMP Relationship with other Directors/ KMPs

1

Umakant Savadekar Husband of Ulka Umakant Savadekar Son of Nivrutti Sonu Savdekar and Vijaya Nivrutti Savdekar

2

Ulka Umakant Savadekar Wife of Umakant Savadekar

3

Nivrutti Sonu Savdekar Father of Umakant Savadekar Husband of Vijaya Nivrutti Savdekar

4

Vijaya Nivrutti Savdekar Mother of Umakant Savadekar Wife of Nivrutti Sonu Savdekar

Payment of benefits to officers of Our Company (non-salary related)

Except as disclosed in this Draft Red Herring 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 the Provident fund, Gratuity fund and Employee State Insurance.

Changes in the Key Managerial Personnel or Senior Management Personnel in last three years:

There have been no changes in the Key Managerial Personnel or Senior Management Personnel of our Company during the last 3 (three) year except as stated below:

Sr. No

Name of Directors/ KMPs/SMP Designation and period Appointment/ Cessation/ Redesignation Reasons

1.

Umakant Savadekar Re-designated as Chairman and Managing Director of the Company w.e.f. August 30, 2025 Re-designation

To comply with the provisions of the Companies Act, 2013 and to ensure better Corporate Governance

2.

Ulka Umakant Savadekar Re-designated as Whole time Director and CFO of the Company w.e.f. August 30, 2025 Re-designation

3.

Pooja Sharma Appointed as Company Secretary and Compliance Officer w.e.f. September 19, 2025 Appointment

Interest of our Key Managerial Personnel and Senior Managerial Personnel

Apart to the extent of remuneration allowed and reimbursement of expenses incurred by them for or on behalf of the Company, none of our Key Managerial Personal and Senior Managerial Personnel are interested in our Company. For details, please refer section titled "Financial information of the Company - Annexure AC - Related Party Transactions" beginning on page 211 of this Draft Red Herring Prospectus.

Details of the Service Contracts with the Key Managerial Personnel and Senior Managerial Personnel

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

Loans given/ availed by Directors/ Key Managerial Personnel and Senior Managerial Personnel of our Company

For details of unsecured loan taken from or given to our Directors/ KMPs/ SMPs and for details of transaction entered by them in the past please refer to "Annexure AC - Related Party Transactions" page 211 of this Draft Red Herring Prospectus.

Employee Stock Option Plan (ESOP)/ employee stock purchase scheme (‘ESPS Scheme) to Employees

Presently, we do not have any ESOP/ ESPS Scheme for our employees.

OUR PROMOTERS & PROMOTER GROUP

A. OUR PROMOTERS:

The Promoters of our Company are:

1. Umakant Savadekar

2. Ulka Umakant Savadekar

3. Nivrutti Sonu Savdekar

4. Vijaya Nivrutti Savdekar

As on date of this Draft Red Herring Prospectus, our Promoters, in aggregate, hold 67,85,922 Equity shares of face value of Rs.10/- each of our Company, representing 90% of the pre-issue paid-up Equity Share capital of our Company. For details of the build-up of the Promoters shareholding in our Company, see "Capital Structure - History of the Equity Share Capital held by our Promoters", on pages 67 of this Draft Red Herring Prospectus.

Brief Profile of our Promoters are as under:

Umakant Savadekar- Chairman and Managing Director Umakant Savadekar, aged 48 years, is one of our Promoters and is also the Chairman and Managing Director on our Board. For further details, i.e., his date of birth, residential address, educational qualifications, experience in business, business and financial activities, positions/posts held in the past and other directorships, see "Our Management -Brief profile of Directors" on page 144 .

Other ventures of our Promoters - Except as mentioned below and as set out in the chapter titled ‘Our Management, our Promoters are not involved with any other venture, as a shareholder/ stakeholder, proprietor, partner, promoters or director.

Partnership: 1. M/s Alkemy India

His permanent account number is AWRPS7347B.
For details of his shareholding, please see "Capital Structure" on page 62. Ulka Umakant Savadekar -Whole-Time Director and CFO Ulka Umakant Savadekar, aged 46 years, is one of our Promoters and is also the Whole-Time Director and CFO on our Board. For further details, i.e., his date of birth, residential address, educational qualifications, experience in business or employment, business and financial activities, positions/posts held in the past and other directorships, see "Our Management -Brief profile of Directors" on page 144.

Other ventures of our Promoters - Except as mentioned below and as set out in the chapter titled ‘Our Management, our Promoters are not involved with any other venture, as a shareholder/ stakeholder, proprietor, partner, promoters or director.

Partnership: 1. M/s Alkemy India

His permanent account number is BPCPSd79iSK.
For details of his shareholding, please see "Capital Structure" on page 62.

Nivrutti Sonu Savdekar-Non-executive Director

Nivrutti Sonu Savdekar, aged 82 years, is one of our Promoters and is also the Non-executive Director on our Board. For further details, i.e., his date of birth, residential address, educational qualifications, experience in business or employment, business and financial activities, special achievements, positions/posts held in the past and other directorships, see "Our Management - Brief profile of Directors" on page 144.

Other ventures of our Promoters - Except as set out in the chapter titled ‘Our Management, our Promoters are not involved with any other venture, as a shareholder/ stakeholder, proprietor, partner, promoters or director.

His permanent account number is ACVPS3464P.
For details of his shareholding, please see "Capital Structure" on page 62

Vijaya Nivrutti Savdekar- Non-executive Director

Vijaya Nivrutti Savdekar, aged 76 years, is one of our Promoters and is also the Non-executive Director on our Board. For further details, i.e., his date of birth, residential address, educational qualifications, experience in business or employment, business and financial activities, special achievements, positions/posts held in the past and other directorships, see "Our Management - Brief profile of Directors" on page 144.

Other ventures of our Promoters - Except as set out in the chapter titled ‘Our Management, our Promoters are not involved with any other venture, as a shareholder/ stakeholder, proprietor, partner, promoters or director.

His permanent account number is ABYPS9619J.
For details of his shareholding, please see "Capital Structure" on page 62

Confirmations/ Declarations:

In relation to our Promoters, our Company confirms that the PAN, Bank Account Numbers, Passport Number, Aadhaar Card

Number and Driving License number shall be submitted to BSE at the time of filing of this Draft Red Herring Prospectus.

Undertaking/ Confirmations:

None of our Promoters or Promoter Group or Group Companies or person in control of our Company have been:

-Prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other authority or

-Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.

-No material regulatory or disciplinary action is taken by any stock exchange or regulatory authority in the past one year in respect of our Promoters, Group Companies and Companies promoted by the promoters of our company.

-There are no defaults in respect of payment of interest and principal to the debenture/ bond/ fixed deposit holders, banks, FIs by our Company, our Promoters, Group Companies and Companies promoted by the promoters during the past three years.

-Our Company or any of our Promoters or Group Companies or Directors are not declared as ‘Wilful Defaulter or ‘Fraudulent Borrower by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016.

-The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group companies and Companies promoted by the Promoters are disclosed in chapter titled "Outstanding Litigations and Material Developments" beginning on page 240 of this Draft Red Herring Prospectus.

-None of our Promoters, person in control of our Company are or have ever been a promoter, director or person in control of any other company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or any other authority.

Interest of our Promoters:

i. Interest in promotion and shareholding of Our Company:

Our Promoters are interested in the promotion of our Company and also to the extent of their shareholding and shareholding of their relatives, from time to time, for which they are entitled to receive dividend payable, if any, and other distribution in respect of the Equity Shares held by them and their relatives. As on the date of this Draft Red Herring Prospectus, our Promoters, Umakant Savadekar, Ulka Umakant Savadekar, Nivrutti Sonu Savdekar and Vijaya Nivrutti Savdekar collectively hold 67,85,922 Equity Shares of face value of Rs.10/- each in our Company i.e., 90.00% of the pre issue paid up Equity Share Capital of our Company. Our Promoters may also be deemed to be interested to the extent of the remuneration, as per the terms of their appointment and reimbursement of expenses payable to them and unsecured loan taken from them, if any. For details, please refer to "Annexure AC- Related Party Transactions " beginning on page 211 of this Draft Red Herring Prospectus.

For details regarding the shareholding of our Promoters in our Company, please see "Capital Structure" on page 62 of this Draft Red Herring Prospectus.

ii. Interest in the property of Our Company:

Except for the as stated below our Promoters do not have any other interest in any property acquired by our Company in a period of two years before filing of this Draft Red Herring Prospectus or proposed to be acquired by us as on date of this Draft Red Herring Prospectus:

1. Our Registered Office and factory situated at Gat No. 172, at Post - Khatwad, Tal - Dindori, Khatwad, Nashik, Dindori, Maharashtra, India, 422004 is taken on lease vide lease deed dated November 06, 2015 from our Promoter, Ulka Umakant Savadekar.

iii. In transactions for acquisition of land, construction of building and supply of machinery

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

iv. Other Interests in our Company

For transactions in respect of loans and other monetary transactions entered in past please refer Annexure AC on "Related Party Transactions" on page 211 forming part of "Financial Information of the Company" of this Draft Red Herring Prospectus.

Payment or Benefits to our Promoters and Promoter Group during the last 2 years:

For details of payments or benefits paid to our Promoters and promoter group, please refer to the paragraph "Compensation of our Directors" in the chapter titled "Our Management" beginning on page 146 also refer Annecure AC "Related Party Transactions" on page 211 forming part of "Financial Information of the Company" and Paragraph on "Interest of our Promoters" in chapter titled "Our Promoters and Promoter Group on page 159 of this Draft Red Herring Prospectus.

Companies/ Firms with which our Promoters have disassociated in the last (3) three years:

Our promoters have not disassociated themselves from any of the Company, Firms or other entities during the last three years preceding the date of this Draft Red Herring Prospectus.

Other ventures of our Promoters:

Save and except as disclosed in this section titled "Our Promoters & Promoter Group" beginning on page 157 of this Draft Red Herring Prospectus, there are no ventures promoted by our Promoters in which they have any business interests/ other interests.

Litigation details pertaining to our Promoters:

For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the section titled "Outstanding Litigations and Material Developments" beginning on page 240 of this Draft Red Herring Prospectus.

Material Guarantees:

Except as stated in the "Statement of financial indebtedness" and "Restated financial information" of the company beginning on page 224 and 164 of this Draft Red Herring Prospectus respectively, our Promoters have not given any material guarantee to any third party with respect to the Equity Shares as on the date of this Draft Red Herring Prospectus.

Experience of Promoters in the line of business:

Our Promoter, Umakant Savadekar holds an experience of around 20 years in the roto moulding industry and our promoters Ulka Umakant Savadekar, Nivrutti Sonu Savdekar and Vijaya Nivrutti Savdekar have an overall experience of around 12 years each in the roto moulding industry. The Company shall also endeavour to ensure that relevant professional help is sought as and when required in the future.

Related Party Transactions:

Except as stated in "Annexure AC- Related Party Transactions" beginning on page 211168 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.

B. OUR PROMOTER GROUP

In addition to the Promoters named above, the following natural persons are part of our Promoter Group:

(a) Natural persons i.e., an immediate relative of the promoters

As per Regulation 2(1) (pp) (ii) of the SEBI (ICDR) Regulations, 2018, the Natural persons who are part of the Promoter Group (due to their relationship with the Promoters) are as follows:

Relationship

Name of the Relatives

Umakant Savadekar Ulka Umakant Savadekar Nivrutti Sonu Savdekar Vijaya Nivrutti Savdekar

Father

Nivrutti Sonu Savadekar Prakash Hari Attarde Sonu Jayram Savadekar Tukaram Lalji Khadake

Mother

Vijaya Nivrutti Savadekar Rajani Prakash Attarde Tulsabai Sonu Savadekar Laxmibai Tukaram Khadake

Spouse

Ulka Umakant Savadekar Umakant Savadekar Vijaya Nivrutti Savdekar Nivrutti Sonu Savdekar

Brother

Chandrashekhar Prakash Attarde Dhanraj Sonu Savadekar Chabidas T Khadke
Sandip Prakash Attarde Tukaram Sonu Savadekar Sudhir Tukaram Khadke
- - Dhananjay Tukaram Khadke

 

Relationship

Name of the Relatives

Umakant Savadekar Ulka Umakant Savadekar Nivrutti Sonu Savdekar Vijaya Nivrutti Savdekar
Nandu Tukaram Khadke
Rupchand Tukaram Khadke

Sister

Vidya Anil Patil Sonali Attarde Manjurabai D Kale Indubai Shamrao Dhake
Sandya Devendra Zope Shindu Bhoju Narakhede
Sangita Rajesh Patil Shashikala Dinkar Chaudhari
- Alka Mahajan

Son

- - Umakant Savadekar Umakant Savadekar

Daughter

Saee Umakant Savadekar Saee Umakant Savadekar Vidya Anil Patil Vidya Anil Patil
Garge Umakant Savadekar Garge Umakant Savadekar Sandya Devendra Zope Sandya Devendra Zope
- - Sangita Rajesh Patil Sangita Rajesh Patil

Spouses Father

Prakash Hari Attarde Nivrutti Sonu Savdekar Tukaram Lalji Khadake Sonu Jayram Savadekar

Spouses Mother

Rajani Prakash Attarde Vijaya Nivrutti Savdekar Laxmibai Tukaram Khadake Tulsabai Sonu Savadekar

Spouses Brother

Chandrashekhar Prakash Attarde Chabidas T Khadke Dhanraj Sonu Savadekar
Sandip Attarde Sudhir Tukaram Khadke Tukaram Sonu Savadekar
Dhananjay Tukaram Khadke
Nandu Tukaram Khadke
Rupchand Tukaram Khadke

Spouses Sister

Sonali Prakash Attarde Vidya Anil Patil Indubai Shamrao Dhake Manjurabai D Kale
Sandya Devendra Zope Shindu Bhoju Narakhede
Sangita Rajesh Patil Shashikala Dinkar Chaudhari
- Alka Mahajan

161

(b) Corporate Entities or Firms forming part of the Promoter Group:

As per Regulation 2(1)(pp)(iv) of the SEBI (ICDR) Regulations, 2018, the following entities would form part of our Promoter Group:

S. No. Nature of Relationship

Name of Entities

A. 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 Hindu Undivided Family (HUF) in which Promoter or any one or more of his immediate relatives are a member.

1. Heera Roto Compounds Private Limited

B. Any Body Corporate in which a body corporate as provided in (A) above holds twenty per cent or more, of the equity share capital.

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 per cent of the total capital.

Partnership: 1. M/s Alkemy India

DIVIDEND POLICY

Under the Companies Act, 2013, our Company can pay dividends upon a recommendation by its Board of Directors and approval by a majority of the shareholders at the General Meeting and as per provisions of Articles of Association of our Company. The shareholders of the Company have the right to decrease but not to increase the amount of dividend recommended by the Board of Directors. The dividends may be paid out of profits of our Company in the year in which the dividend is declared or out of the undistributed profits or reserves of previous fiscal years or out of both.

The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim dividends. No dividend shall be payable for any financial year except out of profits of our Company for that year or that of any previous financial year or years, which shall be arrived at after providing for depreciation in accordance with the provisions of Companies Act, 2013. All Dividends upon recommendation by our Board of Directors and approved by the shareholders at the General Meeting will be paid to credit of registered shareholders by way of cheque or warrant or in any electronic mode.

Our Company have a formal dividend policy for declaration of dividend in respect of Equity shares. The declaration and payment of dividend will be recommended by our Board of Directors and approved by the shareholders of our Company at their discretion and will depend on a number of factors, including the results of operations, earnings, capital requirements and surplus, general financial conditions, applicable Indian legal restrictions and other factors considered relevant by our Board of Directors.

Our Company has not declared any dividend on the Equity Shares in the last three financial years. Our Companys corporate actions pertaining to payment of dividends in the past are not to be taken as being indicative of the payment of dividends by our Company in the future.

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