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Propshop Events and Exhibitions Ltd Directors Report

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Propshop Events and Exhibitions Ltd Share Price directors Report

OUR MANAGEMENT

In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the provisions of the Companies Act and other applicable rules, the number of Directors of the Company shall not be less than three and not more than 15. As on date of this Draft Prospectus, we have six Directors on the Board, which includes, two Independent Director and one-woman Director.

Set forth below are the details regarding our Board as on the date of this Draft Prospectus:

Name, DIN, Date of Birth, Designation, Address, Occupation, Term and Nationality

Age (Years)

Other Directorships / Designated Partnerships

Dilraj Singh Bhatia

43

Companies:

DIN:00646112

Eco Green Breeders Private Limited

Date of Birth: July 29, 1982

SIMFA Labs Private Limited

Designation: Whole-Time Director

DSB Coloniesers Private Limited

Address: 19-A, Prem Nagar, Manik Bagh Road,

Boviso Animal Health Private Limited

Indore (M.P.) 452004 Occupation: Poultry Business Term: 3 years commencing from May 12, 2025, till May 11, 2028

Limited Liability Partnerships: Globe Concept Resources LLP Simran Fertilizers LLP

Period of Directorship: Director since July 6, 2017

Nationality: Indian

Avneet Singh Bhatia

40

Company:

DIN: 02773206

Simran Finechem Private Limited

Date of Birth: September 11, 1985

Limited Liability Partnership:

Designation: Non-Executive Director and CFO

Nil

Address: 15, Pratap Nagar, Manik Bagh Road, Indore (M.P.) 452004

Occupation: Poultry Business

Period of Directorship: Director since November 1, 2022

Nationality: Indian

Kawaljeet Singh Bhatia

52

Companies:

DIN:00401827

Eshvan Breeders Private Limited

Date of Birth: May 18, 1973

Simran Farms Limited

Designation: Non-Executive Director

Address: 19-A, Prem Nagar, Manik Bagh Road, Indore (M.P.) 452004

Bhatia Township and Construction Private Limited BTC Constructions (India) Private Limited Simran Infraproject Private Limited Eco Green Breeders Private Limited Simran Hatcheries Private Limited Puregene Biotech Limited Veganpro Nutrients Private Limited Limited Liability Partnerships: Eco Overseas LLP Simran Fertilizers LLP Eco Gold Nutri And Organics LLP

Occupation: Poultry Business

Period of Directorship: Director since July 6, 2017

Nationality: Indian

Sumeet Singh Bhatia

46

Companies:

DIN:00401775

Simran Foods Private Limited

Date of Birth: March 17, 1979

Boviso Animal Health Private Limited

Designation: Non-Executive Director

SIMFA Labs Private Limited

Address: 15, Pratap Nagar, Manik Bagh Road, Indore (M.P.) 452004

Simran Bio Energy Private Limited Simran Finechem Private Limited BTC Constructions (India) Private Limited HSB Holdings Private Limited DSB Colonisers Private Limited Geetashri Realities Private Limited Limited Liability Partnership: Nil

Occupation: Poultry Business

Period of Directorship: Director since July 6, 2017

Nationality: Indian

Kashmira Chowdhry

46

Company:

DIN:09827210

Jazz Finance Private Limited

Date of Birth: July 21, 1979

Limited Liability Partnership:

Designation: Non-Executive Independent Director

Globe Concept Resources LLP

Address: House No.176, Saket Nagar, Indore, Madhya Pradesh, 452001

DSC Properties LLP

Occupation: Business

Term: 5 years commencing from July 01, 2025, till June 30, 2030

Period of Directorship: Director since July 01, 2025

Nationality: Indian

Anil Roy Dubey

65

Company:

DIN:10981065

Nil

Date of Birth: November 2, 1959

Limited Liability Partnership:

Designation: Non-Executive Independent Director

Nil

Address: K. G. 42, Kavi Nagar, Ghaziabad, Uttar Pradesh, 201002, India

Occupation: Self-employed

Term: 5 years commencing from March 12, 2025, till March 11, 2030

Period of Directorship: Director since March 12, 2025

Nationality: Indian

Brief Biographies of our Directors

Mr. Dilraj Singh Bhatia, aged 43 years, is the Whole-Time Director and Promoter of our Company. He obtained his B.C.A. degree from Devi Ahilya Vishwavidyalaya, Indore in the year 2003 and a Master of Business Administration (International Business) degree from Devi Ahilya Vishwavidyalaya, Indore in the year 2006. He has an extensive experience of about 20 years and has acquired diverse range of expertise in the manufacturing and trade of poultry feed and nutrition and large-scale pharmaceuticals for both human and veterinary purposes. He also holds the position of director in Simfa Labs Private Limited since July 30, 2006. He was appointed as the Director of our Company on July 6, 2017 and then transitioned to a Whole-Time Director on May 12, 2025. Through consistently seeking relevant, accurate, and timely information, he has played a key role in supporting sound decision-making within the Company. His proactive and well-informed involvement in business operations has led to valuable, constructive contributions to the Companys success.

Mr. Avneet Singh Bhatia, aged 40 years, is the Director, Promoter and the CFO of our Company. He has more than 15 years of experience in the poultry business. Mr. Avneets proficiency in operational domains including in feed, farm, and hatching management has greatly enhanced the operational efficiency of the Company. He also served as the vice-president of operations at Simran Farms Limited from April 1, 2009 until March 15, 2025. He holds a Bachelor of Commerce (Honours) degree from Devi Ahilya Vishwavidyalaya, Indore, completed in the year 2006 and a Post-Graduate degree in Business Management from Praxis Business School, Kolkata, completed in the year 2009. He initially served as the Director of our Company since incorporation till September 18, 2017 and thereafter was reappointed as the Director from November 01, 20222. He also serves as the CFO of our Company since March 26, 2025. He has adeptly navigated the Company through a strategic and visionary transformation, showcasing resilience and overseeing restructuring activities that solidified its standing in crucial operational areas.

Mr. Kawaljeet Singh Bhatia, aged 52 years, is the Director and Promoter of our Company since the incorporation of the Company. He began his career with Simran Farms Limited as a director since April 01, 2007 and continues to serve in this capacity to date, becoming a pivotal figure in its successful operations. He holds a Bachelor of Science degree and a Master

of International Business degree from Devi Ahilya Vishwavidyalaya, Indore, completed in the year 1994 and 1996, respectively. As a founding member, Promoter, and Director of the Company, Mr. Kawaljeet Singh Bhatia has been instrumental in managing the Companys administrative functions and business activities. With over 18 years of experience in the poultry business, his expertise spans overseeing the procurement of essential raw materials, including those required for feed, soya, maize and other materials vital to poultry operations. Additionally, he manages contract farming, the production of chicks and eggs as well as their marketing and distribution. His expertise extends to breeding, feed management, farm management, hatchery operations and sale of chicken within the market.

Mr. Sumeet Singh Bhatia, aged 46 years, is the Director and Promoter of our Company since the incorporation of the Company. He has a background of 24 years in the poultry industry, demonstrating a versatile skill set in the production and marketing of poultry feed and large-scale pharmaceuticals for human and veterinary use across various medical disciplines, such as allopathic, homeopathic, ayurvedic, and a multitude of other healing traditions. He has also been a director in Simfa Labs Private Limited since September 30, 2022 and then transitioned to the role of whole-time director from December 01, 2015. He aids in cultivating a corporate culture and values that ensured executive conduct across the Company in an efficient manner. By maintaining high ethical standards, he promotes exemplary corporate practices within the organization. He holds a Bachelor of Business Administration degree from Maharaja Ranjit Singh College of Professional Sciences, Indore, completed in the year 1999.

Ms. Kashmira Chowdhry, aged 46 years, is the Non-Executive Independent Director of our Company since July 01, 2025. She holds a Bachelor of Commerce from Devi Ahilya Vishwavidyalaya, Indore, completed in the 1999 and Masters degree in financial management from Devi Ahilya Vishwavidyalaya, Indore, completed in the year 2002. With three and a half years of banking experience, she has previously served as a senior officer in ICICI Bank, Indore from April, 2002 to September, 2005. Currently, she is the director and administrative head at Jazz Finance Private Limited since November 18, 2022, where she oversees operations, financial management, strategic planning and coordination.

Mr. Anil Roy Dubey, aged 65 years, is the Non-Executive Independent Director of our Company since March 12, 2025. He holds a Bachelor of Science degree from Udaipur University completed in the year 1979, a Master of Science degree from Punjab Agriculture University, Ludhiana, completed in the year 1982, a Post Graduate Diploma in Business Management from Institute of Management and Technology, Ghaziabad, completed in the year 1990, a PhD in Commerce from Lucknow University completed in the year 2006 and a General Management Programme certification from the Indian Institute of Management completed in the year 2014. With 25 years of experience in the veterinary pharmaceutical industry, alongside a background in pharmaceutical sales and marketing on both national and international levels, he has cultivated a robust professional profile. Additionally, he has over 30 years of extensive knowledge and experience in higher education as a professor, notably serving as a professor in Sree Saraswai Thyagaraja College, Pollachi, Tamil Nadu (August, 2022 to February, 2023), professor emeritus at P.P. Savani University, Surat, Gujarat (July, 2021 to July, 2022), vice chancellor of Lingayas Vidyapeeth, Faridabad (October, 2020 to June, 2021) and associate professor (MBA) at Skyline University College, Sharjah, U.A.E (September, 2012 to August, 2020), amongst other positions. Earlier in his career, he worked in operations, and his expertise extends to marketing and international business at Vetline (division of Simfa Labs Private Limited), Indore India as a general manager - marketing (April, 2005 to September, 2007) and Sarabhai Chemicals Limited as a divisional marketing manager (June, 1982 to April, 2002).

As on the date of the Draft Prospectus:

A. None of the above-mentioned Directors are on the RBI list of Willful Defaulters or Fraudulent Borrowers.

B. Neither Promoters nor persons forming part of our Promoter Group, our Directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI.

C. None of the Promoters, Directors or persons in control of our Company, 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.

D. None of our Directors are/were directors of any company whose shares were delisted from any stock exchange(s) up to the date of filling of this Draft Prospectus.

E. None of the Promoters or Directors of our Company are a Fugitive Economic Offender.

F. None of our Directors are/were directors of any company whose shares were suspended from 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 years.

G. 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 except as disclosed in chapter titled "Outstanding Litigation and Material Developments on page no. 227 of this Draft Prospectus and none of our Directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

Relationship between our Directors

Name of Director

Designation Relation

Mr. Avneet Singh Bhatia

Director Brother of Mr. Sumeet Singh Bhatia

Mr. Kawaljeet Singh Bhatia

Director Brother of Mr. Dilraj Singh Bhatia

Mr. Dilraj Singh Bhatia

Director Brother of Mr. Kawaljeet Singh Bhatia

Mr. Sumeet Singh Bhatia

Director Brother of Mr. Avneet Singh Bhatia

Arrangements and understanding with major Shareholders

None of our KMPs or Directors have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers, or others through which any of the directors were selected as Director.

Contingent and Deferred Compensation Payable to Key Managerial Personnel

None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation as on date of this Draft Prospectus.

Payment or benefit to officers of our Company

Except as stated otherwise in this Draft Prospectus and any statutory payments made by our Company, no non-salary amount or benefit has been paid, in three preceding years, or given or is intended to be paid or given to any of our Companys officers except remuneration of services rendered as Directors, officers or employees of our Company.

Service contracts

Other than statutory benefits that the KMPs are entitled to upon their retirement, Directors and the KMPs of our Company have not entered into any service contracts pursuant to which they are entitled to any benefits upon termination of employment or retirement.

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 ("SEBI PIT Regulations") will be applicable to our Company immediately upon the listing of its Equity Shares on NSE EMERGE. We shall comply with the requirements of the SEBI (PIT) Regulations on listing of Equity Shares on Stock Exchange. Further, Board of Directors have formulated and adopted the code of conduct to regulate, monitor and report trading by its employees and other connected persons. The Company Secretary 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.

Borrowing powers of the Board

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. The Board is herein authorized under the Articles to borrow any sum or sums of money for the purpose of the Company and secure the repayment of such sums or sum manner and at such time or times and upon such terms and conditions in all respects as it thinks fit.

Terms and conditions of appointment of our Directors

The terms and conditions of appointment of our Directors will be governed as per the terms of their appointment approved by the Board. Brief details of the terms and conditions of their appointment are set forth below:

Mr. Avneet Singh Bhatia - Director

Remuneration

Rs 12 Lakhs per annum

Bonus and Profit-sharing Ratio

Nil

Term

Director since November 1, 2022

Remuneration in the event of loss or inadequacy of profits

Nil

Mr. Kawaljeet Singh Bhatia - Director

Remuneration

Rs 12 Lakhs per annum

Bonus and Profit-sharing Ratio

Nil

Term

Director since incorporation

Remuneration in the event of loss or inadequacy of profits

Nil

Mr. Dilraj Singh Bhatia - Director

Remuneration

Nil*

Bonus and Profit-sharing Ratio

Nil

Term

Director since incorporation

Remuneration in the event of loss or inadequacy of profits

Nil

*Remuneration of Mr. Dilraj Singh Bhatia as the Whole-time Director shall be determined and approved by the members of the Company in the AGM to be conducted by the Company in F.Y. 2025-26.

Mr. Sumeet Singh Bhatia - Director

Remuneration

Nil

Bonus and Profit-sharing Ratio

Nil

Term

Director since incorporation

Remuneration in the event of loss or inadequacy of profits

Nil

Remuneration details of our Directors

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

(i) Remuneration of our Directors

The aggregate value of the remuneration paid to the Directors in Financial Year 2024-25 is as follows:

(Z in Lakhs)

Sr. No. Name of the Director

Remuneration Amount

1. Mr. Avneet Singh Bhatia

12.00

2. Mr. Kawaljeet Singh Bhatia

12.00

3. Mr. Dilraj Singh Bhatia

Nil

4. Mr. Sumeet Singh Bhatia

Nil

Total

24.00

(ii) Sitting fee details of our Independent Directors

The aggregate value of the sitting fees paid to the Independent Directors in Financial Year 2024-25 is as follows:

(Z in Lakhs)

Sr. No.

Name of the Director Remuneration Amount

1.

Ms. Kashmira Chowdhry Nil

2.

Mr. Anil Roy Dubey Nil
Total Nil

Payment or benefit to Directors of our Company

Except as disclosed in this Draft Prospectus, no amount or benefit has been paid or given within the three preceding years or is intended to be paid or given to any of the Directors except the normal remuneration for services rendered as the Director of our Company. Additionally, there is no contingent or deferred compensation payable to any of our Directors.

Shareholding of Directors in our Company

Except as stated below, none of our Directors holds any Equity Shares of our Company as on the date of filing of this Draft Prospectus:

Sr.

Name ot the Shareholders

Pre- Issue

Post Issue

No

No. ot Equity Shares % ot Pre-Issue Equity Share Capital No. ot Equity Shares % ot Pre-Issue Equity Share Capital

1.

Mr. Avneet Singh Bhatia 14,40,000 12.00% 14,40,000 [•]

2.

Mr. Kawaljeet Singh Bhatia 14,40,000 12.00% 14,40,000 [•]

3.

Mr. Dilraj Singh Bhatia 14,40,000 12.00% 14,40,000 [•]

4.

Mr. Sumeet Singh Bhatia 15,60,000 13.00% 15,60,000 [•]

Total

58,80,000 49.00% 58,80,000 []

Interest of our Directors

Our Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration see "Terms and conditions of appointment of our Directors " above.

Mr. Avneet Singh Bhatia, Mr. Kawaljeet Singh Bhatia, Mr. Dilraj Singh Bhatia and Mr. Sumeet Singh Bhatia are the Promoters of our Company and may be deemed to be interested in the promotion of our Company to the extent they have promoted our Company. Except as stated above, our Directors have no interest in the promotion of our Company other than in the ordinary course of business. Our Directors may also be regarded as interested to the extent of Equity Shares held by them in our Company, if any, details of which have been disclosed above under the heading "Shareholding of Directors in our Company". All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares.

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 kartas or coparceners 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 this Issue. Except as disclosed in "Financial Information" and "Our Promoters and Promoter Group" beginning on page nos. 179 and 168, respectively, of this Draft Prospectus, our Directors are not interested in any other company, entity or firm.

Except as stated in Annexure - V, of the "Restated Financial Statements" beginning of the page no. 179 of this Draft Prospectus, our Directors do not have any other interest in the business of our Company.

Interest as to Property

Except as set forth below, our Directors are not interested in the properties acquired by our Company in the three years preceding the date of this Draft Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for the acquisition of land, construction of building or supply of machinery.

Sr. No.

Name ot the Director

Usage

Address

Nature ot Interest

1.

Sumeet Singh Bhatia

Proposed to be used for setting up of new breeding facility and hatchery facility, forming a part of the Objects of the Issue.

Survey No. 734/1 (1.036 hectare), 734/2 (1.036 hectare), 785 (0.615 hectare), Village Memdi Tehsil Mhow, District Indore (M.P.)

To the extent of receipt of lease rent by Simran Bio Energy Private Limited, where Sumeet Singh Bhatia is a director.

2.

Avneet Singh Bhatia

Proposed to be used for setting up of new breeding facility and hatchery facility, forming a part of the Objects of the Issue.

Survey No. 734/1 (1.036 hectare), 734/2 (1.036 hectare), 785 (0.615 hectare), Village Memdi Tehsil Mhow, District Indore (M.P.)

To the extent of receipt of lease rent by Simran Bio Energy Private Limited, where Avneet Singh Bhatia is a promoter shareholder.

Bonus or profit-sharing plan for our Directors

None of our Directors are a party to any bonus or profit-sharing plan.

Changes in our Board during the last three years

Except as disclosed below, there have been no changes in our Board during the last three years preceding the date of this Draft Prospectus:

Name of the Director

Date of Appointment/ Change in Designation Reason for Change

Mr. Avneet Singh Bhatia

November 1, 2022 Appointment as Non-Executive Promoter Director

Ms. Amita Piyush Motwani

March 12, 2025 Appointment as Additional Director

Mr. Anil Roy Dubey

March 12, 2025 Appointment as Additional Director

Ms. Amita Piyush Motwani

April 16, 2025 Change in designation from Additional Director to Director

Mr. Anil Roy Dubey

April 16, 2025 Change in designation from Additional Director to Director

Mr. Dilraj Singh Bhatia

May 12, 2025 Change in designation from NonExecutive Director to Whole-Time Director

Ms. Amita Piyush Motwani

June 30, 2025 Resigned from the position of Director

Ms. Kashmira Chowdhry

July 01, 2025 Appointment as Additional Director and Non-Executive Independent Director

Management organization structure

Set forth is the management organization structure of our Company:

Corporate governance

As our Company is coming with the Issue in terms of Chapter IX of the SEBI ICDR Regulations as amended from time to time, as on date of this Draft Prospectus, the requirement specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI Listing Regulations are not applicable to our Company. In terms of applicability of provisions, the Companies Act would be applicable to the Company immediately upon listing of the Equity Shares on the Designated Stock Exchange. However, our Company has complied with certain corporate governance requirements, particularly in relation to constitution of an Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Committees of our Board

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

a) Audit Committee;

b) Stakeholders Relationship Committee; and

c) Nomination and Remuneration Committee.

Details of each of these committees are as follows:

a. Audit Committee

Our Audit Committee was constituted on March 12, 2025. Pursuant to the resignation of Mrs. Amita Piyush Motwani on June 30, 2025, it was reconstituted on July 01, 2025, with the following members forming a part of the said Committee:

Sr. No.

Name of Member Nature of Directorship Designation

1.

Mrs. Kashmira Chowdhry Independent Non-Executive Director Chairperson

2.

Mr. Anil Roy Dubey Independent Non-Executive Director Member

3.

Mr. Sumeet Singh Bhatia Non-Executive Director Member

The Audit Committee is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Audit Committee.

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

A. Powers of Audit Committee

The Audit Committee shall have the following powers:

• To investigate any activity within its terms of reference;

• To seek information from any employee;

• To obtain outside legal or other professional advice; and

• To secure attendance of outsiders with relevant expertise, if it considers necessary

B. Role of the Audit Committee

The role of the Audit Committee shall include the following:

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

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

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

4. 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 in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. 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;

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

8. Reviewing and monitoring the Auditors independence and performance, and effectiveness of audit process;

9. Approval of any subsequent modification of transactions of the company with related parties;

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

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of the undertakings or assets of the company, wherever it is necessary;

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

13. Reviewing, with the management, performance of statutory and internal auditors, 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. Discussion with internal auditors of any significant findings and follow up there on;

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

18. Reviewing the functioning of the whistle blower mechanism;

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

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

21. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans / advances/ investments, as may be applicable;

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its Shareholders.

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

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• Appointment, removal and terms of remuneration of the chief internal Auditor shall be subject to review by the audit committee.

• 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 Listing 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) the SEBI Listing Regulations.

As required under the SEBI Listing Regulations, the Audit Committee shall meet at least four times a year with maximum interval of four months between two meetings and the quorum for each meeting of the Audit Committee shall be two members or one third of the members, whichever is greater, provided that there should be a minimum of two independent directors present.

b. Stakeholders Relationship Committee

Our Stakeholder Relationship Committee was constituted on March 12, 2025. Pursuant to the resignation of Mrs. Amita Piyush Motwani on June 30, 2025, it was reconstituted on July 01, 2025. The members of the said Committee are as follows:

Sr. No.

Name of Member Nature of Directorship Designation

1.

Ms. Kashmira Chowdhry Independent Non-Executive Director Chairperson

2.

Mr. Anil Roy Dubey Independent Non-Executive Director Member

3.

Mr. Sumeet Singh Bhatia Non-Executive Director Member

The Stakeholders Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the

SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Stakeholders Relationship Committee.

The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act

and the SEBI Listing Regulations and the terms of reference, powers and scope of the Stakeholders Relationship Committee

of our Company include:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

2. Review of measures taken for effective exercise of voting rights of 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 and 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 receipts of dividend warrants/ annual reports/ statutory notices by the Shareholders of the Company; and

5. Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.

As required under the SEBI Listing Regulations, the Stakeholders Relationship Committee shall meet at least once a year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of the security holders. The quorum of the meeting shall be either two members or one third of the members of the committee whichever is greater.

c. Nomination and Remuneration Committee

Our Nomination and Remuneration Committee was constituted on March 12, 2025. Pursuant to the resignation of Mrs. Amita Piyush Motwani on June 30, 2025, it was reconstituted on July 01, 2025 with the following members:

Sr. No.

Name ot Member Nature ot Directorship Designation

1.

Mrs. Kashmira Chowdhry Independent Non-Executive Director Chairperson

2.

Mr. Anil Roy Dubey Independent Non-Executive Director Member

3.

Mr. Sumeet Singh Bhatia Non-Executive Director Member

The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Nomination and Remuneration Committee.

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination and Remuneration Committee are as follows:

1. 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;

2. 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:

a) use the services of an 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 performance of independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

5. 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;

6. 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. recommend to the board, all remuneration, in whatever form, payable to senior management;

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

• the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent each is applicable; or

• the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003;

9. evaluating the performance of the independent directors and on the basis of their performance evaluation recommending the Board of Directors and the members of the Company to extend or continue the term of appointment of the independent director; and

10. performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

As required under the SEBI Listing Regulations, the Nomination and Remuneration Committee shall meet at least once a year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of the Shareholders. The quorum for each meeting of the said 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 presence.

Our Key Managerial Personnel

In addition to our Directors, whose details have been provided under paragraph above titled " Brief Profile of our Directors", set forth below are the details of our Key Managerial Personnel as on the date of filing of this Draft Prospectus:

Mr. Avneet Singh Bhatia, aged 40 years, is the Chief Financial Officer of our Company since March 26, 2025. He is also a Director and Promoter of our Company. He brings in more than 15 years of financial expertise and strategic leadership to our Company. He also served as the vice-president of operations at Simran Farms Limited from April 1, 2009 until March 15, 2025. He holds a Bachelor of Commerce (Honours) degree from Devi Ahilya Vishwavidyalaya, Indore, completed in the year 2006 and a Post-Graduate degree in Business Management from Praxis Business School, Kolkata, completed in the year 2009. He initially served as the Director of our Company since incorporation till September 18, 2017 and thereafter was reappointed as the Director from November 01, 2022. He has adeptly navigated the Company through a strategic and visionary transformation, showcasing resilience and overseeing restructuring activities that solidified its standing in crucial operational areas.

Ms. Aastha Jain, aged 34 years, is the Company Secretary and Compliance Officer at our Company since March 26, 2025. She is an associate member of the Institute of Company Secretaries of India, since September 02, 2019 and holds a Bachelor of Commerce degree from Rashtrasant Tukadoji Maharaj Nagpur University, completed in the year 2012. She has a robust academic background and extensive knowledge of corporate laws, secretarial practices, and regulatory compliance as stipulated under the Companies Act. She is adept at drafting resolutions, minutes of board and general meetings, maintaining statutory records, and ensuring compliance with corporate governance standards. She demonstrates a strong commitment to maintaining professional ethics.

All our Key Managerial Personnel are permanent employees of our Company.

Our Senior Managerial Personnel

Mr. Balasaheb Rahane, aged 38 years, is the General Manager (Marketing) since June 01, 2025. He is responsible for the marketing activities of our Company. He has been associated with our Company since February 20, 2024. He holds a degree in Bachelor of Arts from Pune University and has undertaken the Poultry Management Course from I.P.M.T. Pune. He has over 19 years of experience in the poultry industry.

Mr. Dinkar Subhash Dhondge, aged 37 years, is the Zonal Manager of our Company since June 01, 2024. He looks after the overall operations of our Company in the Maharashtra region. He has been associated with our Company since May 04, 2022. He holds a degree in Bachelor of Arts and Diploma in Poultry Management. He has over 17 years of experience in the poultry industry.

Dr. Dirbesh Patel, aged 40 years, is the General Manager - Integration (Technical) since June 01, 2025. He is responsible for the integration operations of our Company. He has been associated with our Company since August 19, 2022. He holds a degree in Bachelor of Veterinary Sciences and Animal Husbandry from Nanaji Deshmukh Veterinary Science University, Jabalpur. He has over 8 years of experience in the poultry industry.

Mr. Mukesh Singh Gour, aged 32 years, is the Zonal Manager of our Company since January 01, 2024. He looks after the overall operations of our Company in the Rajasthan region. He has been associated with our Company since March 21, 2022. He holds a degree in Bachelor of Arts from Deenbandhu Chhotu Ram University of Science and Technology, Sonepat. He has over 10 years of experience in the poultry industry.

Mr. Selladurai S, aged 50 years, is the Deputy General Manager - Broiler since July 01, 2024. He oversees broiler sales of our Company in the Gujarat region. He has also been associated with our Company since July 01, 2024. He holds a degree in Master of Business Administration from Periyar University, Salem and Bachelor of Science from University of Madras. He has over 20 years of experience in the poultry industry.

Relationship of Key Managerial Personnel and Senior Managerial Personnel with our Directors, Promoters, other Key Managerial Personnel and/or other Senior Managerial Personnel

Except as disclosed under the heading "Relationship between our Directors" herein above, none of the Key Managerial Personnel and/or Senior Managerial Personnel are related to each other or to our Promoters or to any of our Directors.

Shareholding of the Key Managerial Personnel and Senior Managerial Personnel

Except as disclosed in "Shareholding of our Directors", none of our KMPs or SMPs hold any Equity Shares of our Company as on the date of filing of this Draft Prospectus.

Bonus or Profit Sharing Plan for our Key Managerial Personnel and Senior Managerial Personnel

None of our Key Managerial Personnel or Senior Managerial Personnel are a party to any bonus or profit-sharing plan.

Payment or benefit to Key Managerial Personnel and Senior Managerial Personnel of our Company

Except as disclosed in this Draft Prospectus, no amount or benefit has been paid or given within two preceding years or is intended to be paid or given to any of the Key Managerial Personnel or Senior Managerial Personnel except the normal remuneration for services rendered by them. Additionally, there is no contingent or deferred compensation payable to any of our Key Managerial Personnel.

Interest of Key Managerial Personnel and Senior Managerial Personnel

Except as disclosed in this Draft Prospectus, none of our Key Managerial Personnel or Senior Managerial Personnel have any interest in our Company other than to the extent of the remuneration, Equity Shares held by them 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.

Further, there is no arrangement or understanding with the major Shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel or Senior Managerial Personnel have been appointed.

Changes in Key Managerial Personnel and Senior Managerial Personnel in the Last Three Years

Set forth below, are the changes in our Key Managerial Personnel and Senior Managerial Personnel in the last three years immediately preceding the date of filing of this Draft Prospectus:

Name

Designation Date of Change Reason

Mr. Mukesh Singh Gour

Zonal Manager January 01, 2024 Redesignation

Mr. Balasaheb Rahane

Marketing Manager - Broiler February 20, 2024 Appointment

Mr. Dinkar Subhash Dhondge

Zonal Manager June 01, 2024 Redesignation

Dr. Dirbesh Patel

Deputy General Manager - Integration (Technical) June 01, 2024 Redesignation

Mr. Selladurai S

Deputy General Manager - Broiler July 01, 2024 Appointment

Mr. Avneet Singh Bhatia

Chief Financial Officer March 26, 2025 Appointment

Ms. Aastha Jain

Company Secretary March 26, 2025 Appointment

Mr. Dilraj Singh Bhatia

Whole-Time Director May 12, 2025 Appointment

Dr. Dirbesh Patel

General Manager - Integration (Technical) June 01, 2025 Redesignation

Mr. Balasaheb Rahane

General Manager - Marketing June 01, 2025 Redesignation

*The attrition of the Key Managerial Personnel is as per the industry standards.

Employees Stock Option Plan

As on date of this Draft Prospectus, our Company does not have any employee stock option plan or purchase schemes for our employees.

Loans taken by Directors / Key Management Personnel / Senior Managerial Personnel

Our Company has not granted any loans to the Directors, Key Managerial Personnel and/or Senior Managerial Personnel as on the date of this Draft Prospectus.

OUR PROMOTERS AND PROMOTER GROUP

As on the date of this Draft Prospectus, our Promoters holds 58,80,000 Equity Shares having face value of ?10/- each, constituting 49% of our pre - Issue paid-up Equity Share capital of our Company. For details of the build-up of our Promoters shareholding in our Company, see "Capital Structure" on page no. 62 of this Draft Prospectus.

Kawaljeet Singh Bhatia

Kawaljeet Singh Bhatia, aged 52 years, is the Promoter and Non-Executive Director of our Company.

Details 1

1. Date of Birth

May 18, 1973

2. Address

19-A, Prem Nagar, Manik Bagh Road, Indore (M.P.) 452004

3. Educational Qualification

Bachelor of Science degree and a Master of International Business degree from Devi Ahilya Vishwavidyalaya.

4. Business experience

Over 18 years of experience in the poultry business.

5. Directorship and other ventures

Companies: 1. Eshvan Breeders Private Limited 2. Simran Farms Limited 3. Bhatia Township and Construction Private Limited 4. BTC Constructions (India) Private Limited 5. Simran Infraproject Private Limited 6. Eco Green Breeders Private Limited 7. Simran Hatcheries Private Limited 8. Puregene Biotech Limited 9. Veganpro Nutrients Private Limited
Limited Liability Partnerships: 1. Eco Overseas LLP 2. Simran Fertilizers LLP 3. Eco Gold Nutri And Organics LLP
Partnerships / Firms / HUFs: 1. Kawaljeet Singh Bhatia HUF

Permanent Account Number: ACDPB7391L

For further details, see chapter titled "Capital Structure" and "Our Management" on page nos. 62 and 154, respectively, of this Draft Prospectus.

Avneet Singh Bhatia

Avneet Singh Bhatia, aged 40, is the Promoter, Director and CFO of our Company.

Particulars

Details
1. Date of Birth September 11, 1985
2. Address 15, Pratap Nagar, Manik Bagh Road, Indore (M.P.) 452004
3. Educational Qualification Bachelor of Commerce (Honours) degree from Devi Ahilya Vishwavidyalaya and a Post-Graduate degree in Business Management from Praxis Business School.
Business experience Over 15 years of experience in the poultry business.
1 Directorship and other ventures Companies: 1. Simran Finechem Private Limited 2. Simran Bio Energy Private Limited Limited Liability Partnerships: Nil Partnerships / Firms / HUFs: Nil

Permanent Account Number: AMJPB3637P

For further details, see chapter titled "Capital Structure" and "Our Management" on page nos. 62 and 154, respectively, of this Draft

Prospectus.

Sumeet Singh Bhatia

Sumeet Singh Bhatia, aged 46 years, is the Promoter and Non-Executive Director of our Company.

. .

Particulars

Details

Date of Birth March 17, 1979
Address 15, Pratap Nagar, Manik Bagh Road, Indore (M.P.) 452004
Educational Qualification Bachelor of Business Administration degree from Maharaja Ranjit Singh College of Professional Sciences, Indore..
Business experience Over 24 years of experience in the poultry business.
Directorship and other ventures

Companies: 1. Simran Foods Private Limited 2. Simran Bio Energy Private Limited 3. Boviso Animal Health Private Limited 4. SIMFA Labs Private Limited 5. Simran Finechem Private Limited 6. BTC Constructions (India) Private Limited 7. HSB Holdings Private Limited 8. DSB Coloniesers Private Limited 9. Geetashri Realities Private Limited Limited Liability Partnerships: Nil

Partnerships / Firms / HUFs: Nil

Permanent Account Number: ACDPB7394R

For further details, see chapter titled "Capital Structure" and "Our Management" on page nos. 62 and 154, respectively, of this Draft

Prospectus.

Dilraj Singh Bhatia

Dilraj Singh Bhatia, aged 43 years, is the Promoter and Whole-Time Director of our Company.

ISr. No. Particulars

Details

1. Date of Birth

July 29, 1982

2. Address

19-A, Prem Nagar, Manik Bagh Road, Indore (M.P.) 452004

3. Educational Qualification

B.C.A. degree and a Master of Business Administration (International Business) degree from Devi Ahilya Vishwavidyalaya.

4. Business experience

Over 20 years of experience in the poultry business.

5. Directorship and other ventures

Companies: 1. Eco Green Breeders Private Limited 2. SIMFA Labs Private Limited 3. DSB Coloniesers Private Limited 4. Boviso Animal Health Private Limited Limited Liability Partnerships: 1. Globe Concept Resources LLP 2. Simran Fertilizers LLP Partnerships / Firms / HUFs: 1. Dilraj Singh Bhatia HUF

Permanent Account Number: AILPB5597Q

For further details, see chapter titled "Capital Structure" and "Our Management" on page nos. 62 and 154, respectively, of this Draft Prospectus.

Other Undertakings and Confirmations

Our Company undertakes that the details of PAN, bank account number(s), Aadhar card number, driving license number and passport number of the Promoters will be submitted at the time of submission of this Draft Prospectus with NSE for listing of the securities of our Company on NSE EMERGE.

Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as Wilful Defaulter or a Fraudulent Borrower by the RBI or any other governmental authority. No violations of securities laws have been committed by our Promoters or members of our Promoter Group in the past or are currently pending against them.

Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act, 2018.

None of (i) our Promoters and members of our Promoter Group or persons in control of or on the boards of bodies corporate forming part of our Group Entities; and (ii) the companies with which any of our Promoters are or were associated as a promoters, director or person in control, are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad.

Other Ventures of Our Promoters

Save and except as disclosed in this section titled "Corporate Entities or Firms forming part of the Promoter Group" under the chapter titled "Our Promoters and Promoter Group" and the chapter titled "Our Management", beginning on page nos. 174 and 154, respectively, of this Draft Prospectus, there are no ventures promoted by our Promoters in which they have any business interests/ other interests.

Change in Control of Our Company

There has not been any change in the control of our Company in the five years immediately preceding the date of this Draft 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 to the chapter titled " Our Management"" beginning on page no. 154 of this Draft Prospectus.

Interest of Our Promoters

Interest in Promotion of our Company

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of their shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their shareholding in our Company or the shareholding of their relatives in our Company. For details of the shareholding and directorships of our Promoters in our Company, please refer to the chapters titled "Capital Structure ", "Our Management" and "Related Party Transactions " beginning on page nos. 62, 154 and 209, respectively, of this Draft Prospectus.

Interest of Promoters in our Company other than as a Promoter

Our Promoters, Mr. Kawaljeet Singh Bhatia, Mr. Avneet Singh Bhatia, Mr. Sumeet Singh Bhatia and Mr. Dilraj Singh Bhatia serve as Directors of our Company and, therefore, may deemed to be considered interested to the extent of any remuneration which shall be payable to them in such capacity. Except as stated in this section and the chapters titled "Our Management" and "Related Party Transactions " on page nos. 154 and 209, respectively, of this Draft Prospectus, our Promoters do not have any interest in our Company other than as a Promoter.

Interest in the Properties of our Company

Except as set forth below, our Promoters, Directors or Group Entities are not interested in the properties acquired by our Company in the three years preceding the date of this Draft Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for the acquisition of land, construction of building or supply of machinery.

Sr. No.

Name of the Promoter / Director / Group Entity Usage Address Nature of Interest

1.

Sumeet Singh Bhatia (Promoter and Director of our Company) Proposed to be used for setting up of new breeding facility and hatchery facility, forming a part of the Objects of the Issue. Survey No. 734/1 (1.036 hectare), 734/2 (1.036 hectare), 785 (0.615 hectare), Village Memdi Tehsil Mhow, District Indore (M.P.) To the extent of receipt of lease rent by Simran Bio Energy Private Limited, where Sumeet Singh Bhatia is a director.

2.

Avneet Singh Bhatia (Promoter and Director of our Company) Proposed to be used for setting up of new breeding facility and hatchery facility, forming a part of the Objects of the Issue. Survey No. 734/1 (1.036 hectare), 734/2 (1.036 hectare), 785 (0.615 hectare), Village Memdi Tehsil Mhow, District Indore (M.P.) To the extent of receipt of lease rent by Simran Bio Energy Private Limited, where Avneet Singh Bhatia is a promoter shareholder.

3.

Simran Bio Energy Private Limited (Our Group Entity) Proposed to be used for setting up of new breeding facility and hatchery facility, forming a part of the Objects of the Issue. Survey No. 734/1 (1.036 hectare), 734/2 (1.036 hectare), 785 (0.615 hectare), Village Memdi Tehsil Mhow, District Indore (M.P.) To the extent of receipt of lease rent by Simran Bio Energy Private Limited (Group Entity).

Other Interest and Disclosures

Except as stated in this section and the chapters titled "Our Management", "Related Party Transactions" and "Financial Information" on page nos. 154, 209 and 179, respectively, of this Draft Prospectus, our Promoters do not have any interest in our Company other than as a Promoter.

Our Promoters are not interested in any transaction in acquisition of land or property, construction of building and supply of machinery, or any other contract, agreement or arrangement entered into by the Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Payment or Benefits to Our Promoters and Promoter Group During the Last Two Years

Except as stated in this section and the benefits mentioned in the related party transactions as per AS-18, there has been no payment of any amount of benefits to our Promoters or the members of our Promoter Group during the last two years from the date of this Draft Prospectus, nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Prospectus. For further details, please refer to the section titled "Related Party Transactions" under the chapter "Restated Financial Statements" on page no. 209 of this Draft Prospectus.

Litigations Involving Our Promoters

For details of litigations involving our Promoters, please refer to the chapter titled " Outstanding Litigation and Material Developments" on page no. 227 of this Draft Prospectus.

Material Guarantees

Our Promoters have not given any material guarantees to any third parties with respect to the Equity Shares of the Company as on the date of this Draft Prospectus. For details of our borrowings, please refer to "Financial Indebtedness" and "Restated Financial Statements" beginning on page nos. 217 and 179, respectively, of this Draft Prospectus.

Details of Companies/Firms from which our Promoters have disassociated in the last three years

Our Promoters have not disassociated themselves from any company/firm during the three years preceding this Draft Prospectus.

Other Confirmations

Except as stated below, none of our Promoters or Directors are appearing in the list of directors of struck-off companies by the RoC or the MCA under Section 248 of the Companies Act.

Individuals

Struck-off Entities
Kawaljeet Singh Bhatia Simran Infotech Private Limited
Simran Chicks Private Limited
Sumeet Singh Bhatia Saptagiri Infrabuild Private Limited
Indore Realities Private Limited
Sundaram Realities Private Limited
Avneet Singh Bhatia Khushiram Devcon Private Limited
Shivam Realtech Private Limited
Mangalam Devcon Private Limited
Shubham Devcon Private Limited
Emerald Infra Con Private Limited
Satpura Buildcon Private Limited
Aravali Devcon Private Limited
HSB Realtors Private Limited
HSB Devcon Private Limited
Diamond Infra Estate Private Limited
Sapphire Devcon Private Limited
Vindhyachal Residency Private Limited
Dhawalgiri Devcon Private Limited
Neelgiri Devcon Private Limited
Himgiri Devcon Private Limited
Saptagiri Infrabuild Private Limited
Shubham Cements Limited
HSB Dairy Farms Private Limited
Sitashri Devcon Private Limited
Indore Realities Private Limited
Satyam Realinfra Private Limited
Sundaram Realities Private Limited

Our Promoter Group

In addition to our Promoters, the following individuals and entities form part of our Promoter Group in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations:

I. Natural Persons who are a part of the Promoter Group

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

Relationship

Kawaljeet Singh Bhatia Avneet Singh Bhatia Sumeet Singh Bhatia Dilraj Singh Bhatia
Father Mr. Amarjeet Singh Bhatia Mr. Harender Singh Bhatia Mr. Harender Singh Bhatia Mr. Amarjeet Singh Bhatia
Mother Late Mrs. Rajinder Kaur Bhatia Mrs. Amarjeet Kaur Bhatia Mrs. Amarjeet Kaur Bhatia Late Mrs. Rajinder Kaur Bhatia
Spouse Mrs. Jagdeep Kaur Bhatia Mrs. Naampreet Kaur Bhatia Mrs. Gunjanpreet Kaur Bhatia Mrs. Simrat Kaur Bhatia
Brother Mr. Dilraj Singh Bhatia Mr. Sumeet Singh Bhatia Mr. Avneet Singh Bhatia Mr. Kawaljeet Singh Bhatia
Sister Mrs. Parvinder Kaur Bhatia Nil Nil Mrs. Parvinder Kaur Bhatia
Son Mr. Ishwaraj Singh Bhatia Mr. Ranveer Singh Bhatia Mr. Saurya Raj Singh Bhatia Nil
Mr. Yashraj Singh Bhatia
Daughter Ms. Tavleen Kaur Bhatia Ms. Aarisha Kaur Bhatia Nil Ms. Simran Kaur Bhatia
Ms. Rianna Kaur Bhatia
Spouses Father Late Mr. Gurucharan Singh Kakkad Mr. Surendersingh Balwantsingh Chhabra Mr. Bhupinder Singh Bhatia Mr. Bhupinder Singh Bhatia
Spouses Mother Mrs. Jaspal Kaur Kakkad Mrs. Preetkaur Surendersingh Chhabra Mrs. Amarjeet Kaur Bhatia Mrs. Amarjeet Kaur Bhatia
Spouses Brother Mr. Gurusharan Singh Kakkad Mr. Puneetprakash Surendersingh Chhabra Nil Nil
Spouses Sister Nil Nil Mrs. Simrat Kaur Bhatia Mrs. Gunjanpreet Kaur Bhatia

II. Corporate Entities or Firms forming part of the Promoter Group

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

Sr. No. Nature of Relationship

Entities

1. Any body corporate in which 20% or more

1. Simran Farms Limited

of the Equity Share capital is held by the

2. Simran Bio Energy Private Limited

Promoters or an immediate relative of the

3. Simran Finechem Private Limited

Promoters or a firm or HUF in which the

4. Boviso Animal Health Private Limited

Promoters or any one or more of his

5. DSB Coloniesers Private Limited

immediate relatives is a member

6. Simfa Labs Private Limited
7. Eco Green Breeders Private Limited
8. Simran Infraproject Private Limited
9. Bhatia Township and Construction Private Limited
10. Veganpro Nutrients Private Limited
11. Simran Hatcheries Private Limited
12. Geetashri Realities Private Limited
13. HSB Holdings Private Limited
14. BTC Constructions (India) Private Limited
15. Simran Foods Private Limited
16. Eshvan Breeders Private Limited

2. Any body corporate in which a body corporate as provided in (1) above holds 20% or more of the Equity Share capital

1. Puregene Biotech Limited

3. Any HUF or firm in which the aggregate

1. Eco Overseas LLP

share of the Promoters and their relatives is

2. Sim Thread LLP

equal to or more than 20% of the total

3. Globe Concept Resources LLP

Equity Share capital

4. Simran Fertilizers LLP
5. Eco Gold Nutri And Organics LLP
6. Simran Poultry
7. Sumeet Construction Company
8. Earli Bird Hatchries
9. Dongargarh Petrol Service
10. Rajnandgaon Petrol Service
11. Dilraj Singh Bhatia HUF
12. Kawaljeet Singh Bhatia HUF
13. Harender Singh Bhatia HUF (Simran Hatcheries)
14. Amarjeet Singh Bhatia HUF

OUR GROUP ENTITIES

The definition of "Group Companies" as per the SEBI ICDR Regulations, shall include such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which Restated Financial Statements is disclosed, as covered under the applicable Accounting Standards, and also other companies as considered material by the Board.

Accordingly, pursuant to the resolution passed by our Board at its meeting held on August 20, 2025, for the purpose of identification of "Group Entities" in relation to the disclosure in this Draft Prospectus, our Company has considered only those entities which constitute part of the related parties of the Company under the applicable Accounting Standards issued by the Institute of Chartered Accountants of India, being Indian Accounting Standard 24 ("Ind AS 24"), as per the Restated Financial Statements of the Company, and also any other companies considered material by the Board.

Following entities have been determined as Group Entities:

1. Simran Farms Limited

2. Eco Green Breeders Private Limited

3. Simfa Labs Private Limited

4. Boviso Animal Health Private Limited

5. Simran Hatcheries Private Limited

6. Simran Finechem Private Limited

7. Dsb Coloniesers Private Limited

8. Simran Bio Energy Private Limited

9. Simran Fertilizers LLP

10. Eco Overseas LLP

11. Eco Gold Nutri and Organics LLP

Except as stated above, there are no other entities falling under the definition of SEBI ICDR Regulations which are to be identified as Group Entities.

Details of our top five Group Entities

In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit/(loss) after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, of the top five Group Entities (determined on the basis of their market capitalization in case of listed entities and on the basis of their annual turnover in case of unlisted entities) based on audited financial statements of these top five Group Entities for the preceding three years shall be hosted on our/ their respective websites as indicated below:

Sr. No.

Name of the Group Entity

Details of the registered office

Website
1. Simran Farms Limited 1-B, Vikas Rekha Complex, Khatiwala Tank, Indore, Madhya Pradesh, India - 452001 www.simranfarms.com
2. Simfa Labs Private Limited (1) 107 To 110, Emerald Business Park, Plot No. 9, Palsikar Colony, Indore, Madhya Pradesh, India, 452007 www.simranasrovet. com
3. Eco Gold Nutri and Organics LLP (2) Survey No. 337/1/1/2/2 Gram Dakachya, Tehsil Sanwer, District Indore, Gram Dakachya, Madhya Pradesh, India, 453771 www.simranasrovet. com
4. Simran Finechem Private Limited (2) 15 Pratap Nagar, Manik Bagh Road, Indore, Madhya Pradesh, India, 452001 www.simranasrovet. com
5. Eco Green Breeders Private Limited (2) 59, Transport Nagar, Indore, Madhya Pradesh, India, 452001 www.simranasrovet. com

Our Group Entity Simfa Labs Private Limited has its own operational website at https://www. vetlineindia. com/. However, due to website hosting limitations, its financial information has been hosted on the website of our Company for compliance with SEBI ICDR Regulations.

(2) Our Group Entities namely Eco Gold Nutri and Organics LLP, Simran Finechem Private Limited and Eco Green

Breeders Private Limited do not have their own operational websites, and accordingly, their financial information have been hosted on the website of our Company for compliance with SEBIICDR Regulations.

Our Company is providing links to the websites solely to comply with the requirements specified under the SEBI ICDR Regulations. Such financial information regarding the Group Entities and other information provided on such website does not constitute a part of this Draft Prospectus. In accordance with the SEBI ICDR Regulations, details of our Group Entities are set out below:

Litigation

Except as disclosed in the chapter "Outstanding Litigations and Material Developments" in page no. 227 of this Draft Prospectus, our Group Entities are not party to any litigation which may have material impact on our Company.

Common pursuits

Except as stated below, there are no other Group Entities having common pursuits with our Company, or engaged in the same line of business or having objectives similar to those of our Company.

Simran Farms Limited, a Group Entity, is engaged in a line of business similar to that of the Company. The Main Objects of Simran Farms Limited are as follows:

" To breed, raise, buy, sell, and deal in poultry, poultry products, and seeds; to establish, develop, maintain, and aid in the establishment and maintenance ofpoultry and seed farms, and ancillary operations such as hatcheries, breeder houses, egg production, and distribution centers, green houses and stores and to buy or otherwise acquire chicks and develop them and to prepare them for eggs, prepogation or sales.

To carry on the business offarming agricultural, poultry horticultural and dairy and gardening and of raising, breeding, improving, developing, producing, buying, selling, importing, preparing, preserving, dealing and trading in products of such business and in particular seeds, pure bred and inbred, poultry, meat, cattle and other live and dead stock eggs, sausages, preserved meat, trees, plants, fruits, flowers and vegetables, milk and milk products.

To carry on the business of millers, and dealers in grains, seeds, cakes, and corn; to manufacture food, feeding and fattening preparations, and artificial manures and fertilizers of every description

The Company shall adopt all necessary procedures and practices, as permitted under applicable laws, to identify, disclose, and manage any potential conflict of interest or overlapping business situations, as and when they may arise.

Related business transactions within our Group Entities and significance on the financial performance of our Company

Other than the transactions disclosed in the section "Related Party Transactions" under the chapter titled "Restated Financial Information" on page no. 209 of this Draft Prospectus, there are no other related business transactions between our Group Entities and our Company.

Business interest

Except as disclosed in the section "Related Party Transactions" under the chapter titled "Restated Financial Information" on page no. 209 of this Draft Prospectus, our Group Entities have no business interests in our Company.

Loan to Group Entities

The Company has no intention of granting any loans to its Group Entities as part of its public offering.

Nature and extent of interest of our Group Entities

a) In the promotion of our Company

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

b) In the properties acquired by us in the preceding three years before filing this Draft Prospectus or proposed to be acquired by our Company

Our Group Entities are not interested, directly or indirectly, in the properties acquired by our Company in the preceding three years or proposed to be acquired by our Company.

c) In transactions for acquisition of land, construction of building and supply of machinery

Our Group Entities are not interested, directly or indirectly, in any transactions for acquisition of land, construction of building, and supply of machinery, with our Company.

e) Material Transactions

There are no material existing or anticipated transactions in relation to the utilization of the offer proceeds with our Group Entities.

f) Status of Group Entities

None of our Group Entities have been classified as a sick company, are under winding-up proceedings, or have been identified as Wilful Defaulters, except our Group Entity Eco Gold Nutri and Organics LLP, which has been admitted to corporate insolvency resolution process under Section 7 of the Insolvency and Bankruptcy Code, 2016. For further details, see "Material Civil Litigations against our Promoters" under the chapter titled " Outstanding Litigations and Material Developments"" on page no. 233 of this Draft Prospectus.

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