Pushpa Jewellers Ltd Directors Report

The Articles of Association require that our Board shall comprise of not less than three (3) Directors and not more than fifteen (15) Directors, provided that our Shareholders may appoint more than fifteen (15) Directors after passing a special resolution in a general meeting subject to provisions of Section 149 of Companies Act, 2013. As on the date of this Draft Red Herring Prospectus, our Board comprises of Six (6) Directors, including One (1) Managing Director, Two (2) Whole Time Director (Executive), Two (2) Non-Executive & Independent Directors and One (1) Women Non-Executive & Independent Director. The Composition of the Board of Directors is in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sl. No.	Name	DIN	Category	Designation
1.	Mridul Tibrewal	03311402	Executive	Whole Time Director and Chief Executive Officer
2.	Anupam Tibrewal	02269542	Executive	Chairman and Managing Director
3.	Madhur Tibrewal	02269488	Executive	Whole Time Director and Chief Financial Officer
4.	Pranay Agarwal	02758174	Non-Executive & Independent	Director
5.	Chandan Ambaly	08456058	Non-Executive & Independent	Director
6.	Gargi Singh	08458152	Non-Executive & Independent	Director

Board of Directors

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

Name, Designation, Date of Birth, Address, Occupation, Current Term, Period of Directorship and DIN	Age (years)	Other Directorship in companies
Name: Mr. Mridul Tibrewal	46	Nil
Fathers Name: Mr. Raghunath Tibrewal
Designation: Whole Time Director cum Chief
Executive Officer
Date of Birth: February 04, 1978
Address: 16D, Block B, 16th Floor, 46B, Matheshwartola Road, Gobinda Khalick Road, Kolkata - 700046, West Bengal, India
Occupation: Business
Current Term: Re-designated as Whole Time Director in the Extra-Ordinary General Meeting held on June 28, 2024 for a term of 5 (Five) years w.e.f. June 28, 2024 to June 27, 2029 and is liable to retire by rotation and further designated as Chief Executive Officer w.e.f. June 28, 2024
Period of Directorship: Since November 29, 2010.
Nationality: Indian
DIN: 03311402
Name: Mr. Anupam Tibrewal	43	Nil
Fathers Name: Mr. Raghunath Tibrewal
Designation: Chairman and Managing Director
Date of Birth: November 29, 1981
Address: Bldg-A2, 7th Floor, Brindavan Gardens, 98, Christopher Road, Topsia, Gobinda Khatick Road, Kolkata - 700046, West Bengal, India
Occupation: Business
Current Term: Re-designated as Managing Director in the Extra-Ordinary General Meeting held on June 28, 2024 for a term of 5 (Five) years w.e.f. June 28, 2024 to June 27, 2029 and is liable to retire by rotation and further designated as Chairman of the Company w.e.f. June 28, 2024.
Period of Directorship: Since June 03, 2009
Nationality: Indian
DIN: 02269542
Name: Mr. Madhur Tibrewal	48	Nil
Fathers Name: Mr. Raghunath Tibrewal
Designation: Whole time Director and Chief Financial
Officer
Date of Birth: July 13, 1976
Address: Block B, Flat 17D, 46B, Matheshwartola
Road, Tangra, Gobinda Khatick Road, Kolkata -
700046, West Bengal, India
Occupation: Business
Current Term: Re-designated as Whole time Director in the Extra-Ordinary General Meeting held on June 28, 2024 for a term of 5 (Five) years w.e.f. June 28, 2024 to June 27, 2029 and is liable to retire by rotation and further designated as Chief Financial Officer (CFO) w.e.f. June 28, 2024
Period of Directorship: Since June 03, 2009
.
Nationality: Indian
DIN: 02269488
Name: Mr. Pranay Agarwal	53	1. M/s Vdeal System Limited
Fathers Name: Mr. Jagdish Prasad Agarwal
Designation: Non-Executive & Independent Director
Date of Birth: September 27, 1971
Address: 17A, Jubilee Park, Tollygunge, Kolkata -
700033, West Bengal, India
Occupation: Business
Current Term: Designated as Non-Executive & Independent Director in the Extra Ordinary General Meeting held on August 14, 2024 for a term of 5 (Five) years with effect from July 30, 2024 to July 29, 2029 and is not liable to retire by rotation.
Period of Directorship: Since July 30, 2024.
Nationality: Indian
DIN: 02758174
Name: Mr. Chandan Ambaly	69	1. M/s Manaksia Aluminium Company
		Limited
Fathers Name: Late Satya Ranjan Ambaly		2. M/s Atmastco Ltd.
Designation: Non-Executive & Independent Director
Date of Birth: February 05, 1955
Address: 92/A/1 S C Chatterjee Street, Konnagar, Pin
Code- 712235, District - Hooghly, West Bengal, India
Occupation: Service
Current Term: Designated as Non-Executive & Independent Director in the Extra Ordinary General Meeting held on August 14, 2024 for a term of 5 (Five) years with effect from July 30, 2024 to July 29, 2029 and is not liable to retire by rotation.
Period of Directorship: Since July 30, 2024
Nationality: Indian
DIN: 08456058
Name: Ms. Gargi Singh	33	1.M/s Manaksia Coated Metals & Industries
		Limited
Fathers Name: Shambhu Kumar Singh
Designation: Non-Executive & Independent Director
Date of Birth: February 02, 1991
		Address: Adarsh Nagar, Kanaipur, Barabahera,
		Hooghly 712246, West Bengal, India
		Occupation: Service
		Current Term: Designated as Non-Executive &
		Independent Director in the Extra Ordinary General Meeting held on August 14, 2024 for a term of 5 (Five) years with effect from July 30, 2024 to July 29, 2029 and is not liable to retire by rotation. Period of Directorship: Since July 30, 2024
		Nationality: Indian
		DIN: 08458152

BRIEF PROFILES OF OUR DIRECTORS

Mr. Mridul Tibrewal, Promoter, Whole Time Director cum Chief Executive Officer

Mr. Mridul Tibrewal, aged 46 years, is the Promoter of our Company.He was appointed as Director on the Board of the Company on November 29, 2010. He has been re-designated as Whole Time Director for a term of 5 (Five) years w.e.f. June 28, 2024 to June 27, 2029. He also holds the position of Chief Executive Officer of the Company w.e.f. June 28, 2024. He holds a Bachelors Degree in Commerce from University of Calcutta. He has entered into the business with innovation driven vision and brought with him strong business acumen and worked diligently towards building the brand "Pushpa". He has more than 10 years of experience in the business of manufacturing and selling of jewellery to retailers, wholesalers and corporates. He has played a key role in expanding the companys wholesale presence and introducing wider varieties of jewellery for attracting a broader range of customers. Being a part of top management, he is responsible for overall operations, expansion, formulating sales and marketing strategies, devising long term business plans, new business initiatives, achieving customer service excellence. His experience and knowledge in jewellery sector adding value to our company.

Mr. Anupam Tibrewal, Promoter, Chairman cum Managing Director

Mr. Anupam Tibrewal, aged 43 years, is one of the founding Promoter and Chairman of the Board of Directors of our Company. He was appointed as the First Director on the Board of our Company at the time of incorporation on June 03, 2009. He has been designated as Managing Director on the Board of the Company on June 28, 2024 for a term of

5 (Five) years from June 28, 2024 to June 27, 2029. He holds a Bachelors Degree in Electronics and Telecommunication Engineering from University of Pune and has over fifteen (15) years of experience in jewellery industry. His career in the world of jewellery began with a passion for crafting exquisite pieces that blend traditional artistry with modern sophistication. Since then, he has been instrumental in formulating and implementation of the business strategies and network building of our Company. He has built and led a high-performing team, fostering a culture of collaboration and innovation and has spearheaded the implementation of cutting-edge technology and automation in the manufacturing processes of our Company, ensuring that the products meet the highest standards of craftsmanship and precision. He is also actively involved in supporting local artisans and promoting ethical sourcing practices in the gold industry. He also looks into the administrative aspect of the company and also supervises and manages the jewellery designing department of the company. In his capacity as a Chairman and Managing Director, he mentors, guides and provides perspective, strategic planning, leadership and direction to the Board and management of the Company for enriching the brand for long run. His vision to do business with ethics and to keep up with latest developments, consistent innovation in technology and management practices has helped him to provide an overall growth for the Company.

Mr. Madhur Tibrewal, Promoter, Whole time Director and Chief Financial Officer (CFO)

Mr. Madhur Tibrewal, aged 48 years, is the Promoter of our Company He has been associated with our Company since its incorporation and has observed the Company take its shape and grow. He was appointed as the First Director on the Board of our Company at the time of incorporation on June 03, 2009. He has been further designated as Whole time Director on the Board of the Company on June 28, 2024 for a term of 5 (Five) years from June 28, 2024 to June 27, 2029. He also holds the position of Chief Financial Officer of the Company w.e.f. June 28, 2024. He is qualified associate member of the Institute of Chartered Accountants of India, New Delhi. He has experience of more than a decade in jewellery business. He is primarily responsible for the finance, accounts and commercial functions for our

Company. He has over [?] years of experience in financial accounting, auditing and taxation and other areas of finance.

His experience and exposure help the Board to take appropriate strategic decisions in the current competitive business era.

Mr. Pranay Agarwal, Non-Executive & Independent Director

Mr. Pranay Agarwal, aged 53 years is a Non-Executive and Independent Director of the Company. He was originally appointed on the Board at the meeting held on July 30, 2024 and regularized as an Independent Director of the Company by the shareholders of the Company at the Extra Ordinary General Meeting held on August 14, 2024. He holds Bachelors degree in Commerce from University of Calcutta. He is self-employed and the founder of Alfatech, a proprietorship concern which specializes in providing information technology solutions. He is highly experienced professional with 26 years of experience in Information Technology industry. He has expertise in areas such as strategic planning, time management and professional networking across different industries. He is the member of the Executive Committee of Computer Association of Eastern India (COMPASS) – an association of IT entrepreneurs of Eastern India and had held in the past the position of Honorary Secretary, Joint Secretary and Vice President in COMPASS. He is also the past President of Rotary Club of Calcutta Mahanagar and has passion to elevate underprivileged sections of the society and headed many Committees to help in educational, health and sanitation projects. He is also serving as an Independent Director on the Board of a listed entity namely Vdeal System Limited. His presence in the Board will bring independence in functioning and working of the Company and his extensive experience, diverse skill set and proven track record will contribute to the success and growth of the Company.

Mr. Chandan Ambaly, Non-Executive & Independent Director

Mr. Chandan Ambaly, aged 69 years is a Non-Executive and Independent Director of the Company. He was originally appointed on the Board at the meeting held on July 30, 2024 and regularized as an Independent Director of the Company by the shareholders of the Company at the Extra Ordinary General Meeting held on August 14, 2024. He holds Bachelor Degree in Science (Textile Technology) from University of Calcutta, Post Graduate Diploma in Statistical Quality Control from Indian Association for Production, Quality & Reliability and Post Graduate Diploma in Business Management from Institute of Modern Management. He is a seasoned banker with experience of more than 37 years in PSU Sector. He retired as Manager, Credit Department of United Bank of India on February 28, 2015. He was attached with Corporate Credit Department of United Bank of India for almost 16 years dealing with big corporate. He was also ex-All India General Secretary of United Bank Officers Association and also Deputy General Secretary of All India Banks Officers Confederation. After superannuation from banking service, he was associated with some CA firms to conduct Central Audit of Andhra Bank as also statutory branch audit of Bank of Baroda and Union Bank of India. He possesses vast knowledge in the field of corporate credit. At present, he is professionally engaged as a financial consultant for preparation of detailed project report for various corporates including restructuring package. He is also serving as an Independent Director on the Board of listed entities namely Manaksia Aluminium Company Limited and Atmastco Ltd. His presence in the Board will bring independence in functioning and working of the Company.

Ms. Gargi Singh, Non-Executive & Independent Director

Ms. Gargi Singh, aged 33 years is a Non-Executive and Independent Director of the Company. He was originally appointed on the Board at the meeting held on July 30, 2024 and regularized as an Independent Director of the Company by the shareholders of the Company at the Extra Ordinary General Meeting held on August 14, 2024. She is an accomplished legal expert and extensive experience in the area of Criminal Laws and Business Laws. She has experience of over a decade as a law consultant and as an academician. She holds a degree in Bachelors degree in Arts and Law with Honours [BA. LL.B. (Hons.)] from the University of Calcutta. She also holds a Master of Laws (LL.M.) in Business Laws from the National Law School of India University, Bangalore. She was previously associated with law firms Choudhurys Law Offices and Datta Ghosh & Co., Solicitors and Advocates both based out in Kolkata. She qualified UGC NET Examination held in December, 2019 for appointment as Assistant Professor. Miss Singh had served as an Assistant Professor at L.J.D. Law College, Falta which is affiliated to Calcutta University webinars, legal conferences, seminars and faculty development programmes. She has also published various articles and authored chapters in UGC recognized Journals and Books and presented papers in various webinars and legal conferences. She is also serving as an Independent Director on the Board of listed entity Manaksia Coated Metals & Industries Limited. Her presence in the Board will bring independence in functioning and working of the Company. and her corporate acumen, knowledge, diverse skill set and experience will contribute to the success and growth of the Company.

Details of Directorships in Companies Suspended or Delisted

None of our Director is or was a Director of any listed Company, whose shares have been or were suspended from being traded on any Stock Exchanges, in the last five years prior to the date of filing of this Draft Red Herring Prospectus, during the term of their Directorship in such Company. Further, none of our Director is, or was, a Director of any listed Company, which has been or was delisted from any Stock Exchange during the term of their Directorship in such Company.

Family Relationship between our Directors and Key Managerial Personnel (KMP)

Except as mentioned below, as on the date of the Draft Red Herring Prospectus, none of our Directors and KMPs of the Company are related to each other as per Section 2(77) of the Companies Act, 2013:

Sl. No.	Name of the Director	Name of Other Director	Relation
1	Mridul Tibrewal	Anupam Tibrewal	Brother
		Madhur Tibrewal	Brother
2	Anupam Tibrewal	Mridul Tibrewal	Brother
		Madhur Tibrewal	Brother
3	Madhur Tibrewal	Mridul Tibrewal	Brother
		Anupam Tibrewal	Brother

Arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which our Directors were selected as a Director or Senior Management Personnel

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 with Directors

Except for the terms set forth in the appointment letter, our Company has not entered into any service contracts with our Directors in relation to their appointment which provide for benefits or payments of any amounts upon termination of their employment, other than statutory benefits.

Borrowing Powers of the Board

Pursuant to Special Resolution passed in the Extra Ordinary General Meeting of our Company held on July 08, 2024, consent of the members of our Company was accorded to the Board of Directors of our Company in accordance with Section 180(1)(c) of the Companies Act, 2013 for borrowing, from time to time, any sum or sums of money, as it may considered fit for the business of the Company on such terms and conditions and with or without security as the Board may deem fit and expedient in the interests of the Company, notwithstanding that the money to be borrowed together with the money already borrowed by our Company (apart from temporary loans obtained or to be obtained from our

Companys bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital of our Company, its free reserves (that is to say, reserves not set apart for any specific purpose) and securities premium provided that the maximum amount of monies so borrowed or to be borrowed by the Company (apart from temporary loans obtained or to be obtained from the Companys banker in the ordinary course of business) shall not at any given point of time to exceed the sum of 5,000.00 Lakhs

Payment or benefit to Executive Directors of our Company Terms of Appointment and Remuneration to Executive Directors

We have not entered into any service agreement with our Chairman & Managing Director, Whole Time Director & Chief Executive Officer and Whole Time Director & Chief Financial Officer providing for benefits upon termination of employment, other than statutory benefits. The termination clause of the appointment letter includes a condition for termination or discontinuation of service after giving a notice of a specified period and any deficiency on notice period will be compensated proportionately to the compensation cost at that point and time. However, the terms and conditions relating to the appointment and remuneration of Mr. Mridul Tibrewal, Whole Time Director and Chief Executive Officer of the Company are set out in the Board Resolution dated June 03, 2024 and in the shareholders resolution dated June 28, 2024. Similarly, the terms and conditions relating to the appointment and remuneration of Mr. Anupam Tibrewal, Chairman and Managing Director of the Company are set out in the Board Resolution dated June 03, 2024 and in the shareholders resolution dated June 28, 2024. Likewise, the terms and conditions relating to the appointment and remuneration of Mr. Madhur Tibrewal, Whole Time Director and Chief Financial Officer of the Company are set out in the Board Resolution dated June 03, 2024 and in the shareholders resolution dated June 28, 2024 and shall be subject to the provisions of Section 196, 197 and 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V of the Companies Act, 2013 and the Articles of Association of the Company. In case of payment of remuneration in excess of the prescribed limits, recovery of the excess amount may be waived by our Board upon the recommendation of the Nomination and Remuneration Committee and subject to the compliance of the applicable provisions, if any.

Compensation of Chairman and Managing Director Mr. Anupam Tibrewal, Chairman and Managing Director

Mr. Anupam Tibrewal, aged 43 years is the Promoter, Chairman and Managing Director of our Company. He has been appointed as Managing Director w.e.f. June 28, 2024 for a term of 5 (Five) years. The significant terms and conditions of his employment are summarized hereinbelow:

Particulars	Terms of Appointment
Tenure of Appointment Remuneration	5 years with effect from June 28, 2024 to June 27, 2029, liable to retire by rotation. 60.00 Lakhs per annum with such increments as the Board / Nomination and Remuneration Committee (if any) may approve from time to time subject to ceiling of 75.00 Lakhs per annum, including all the perquisites.
Perquisites	1. Medical reimbursement for self and family - As per the rules of the Company.
	2. Leave travel reimbursement of domestic and foreign along with family - As per the rules of the Company.
	3. Contribution to provident fund, superannuation fund, annuity fund - As per the rules of the Company.
	4. Gratuity - As per the rules of the Company.
	5. Encashment of leave - As per the rules of the Company.
	6. Company Car and Telephone: Use of Companys car along with driver and telephone at the residence and mobile phone for official use purposes.
	7. Reimbursement of all actual cost, charges, expenses incurred in course of Companys business.
	8. Personal Accident Insurance: As per the rules of the Company.
	9. Club Fees: payable subject to maximum of two clubs.
	10. Any other allowances: As per the rules of the Company.
Other Terms and Conditions	1. The Managing Director shall not be paid sitting fees for attending the meeting of the Board of Directors or Committees thereof (if any).
	2. In the event of loss or inadequacy of profits in any financial year during the currency of the term of the Managing Director, the Company will pay the remuneration as detailed herein as the minimum remuneration subject to limits laid down in Section II of Part II of Schedule V of the Companies Act, 2013, including any statutory modification or re-enactment thereof from time to time or as approved by the members of the Company by way of Special Resolution or otherwise as permissible by law for the time being in force.

Compensation of Whole time Director

Mr. Mridul Tibrewal, Whole time Director cum Chief Executive Officer (CEO)

Mr. Mridul Tibrewal, aged 46 years is the Promoter, Whole Time Director and Chief Executive Officer (CEO) of our Company. He has been appointed as Whole time Director and Chief Executive Officer w.e.f. June 28, 2024 for a term of 5 (Five) years. The significant terms and conditions of his employment are summarized hereinbelow:

Particulars	Terms of Appointment
Tenure of Appointment Remuneration	5 years with effect from June 28, 2024 to June 27, 2029, liable to retire by rotation. 61.70 Lakhs per annum with such increments as the Board / Nomination and Remuneration Committee (if any) may approve from time to time subject to ceiling of 77.12 Lakhs per annum, including all the perquisites.
Perquisites	1. Medical reimbursement for self and family - As per the rules of the Company.
	2. Leave travel reimbursement of domestic and foreign along with family - As per the rules of the Company.
	3. Contribution to provident fund, superannuation fund, annuity fund - As per the rules of the Company.
	4. Gratuity - As per the rules of the Company.
	5. Encashment of leave - As per the rules of the Company.
	6. Company Car and Telephone: Use of Companys car along with driver and telephone at the residence and mobile phone for official use purposes.
	7. Reimbursement of all actual cost, charges, expenses incurred in course of Companys business.
	8. Personal Accident Insurance: As per the rules of the Company.
	9. Club Fees: payable subject to maximum of two clubs.
	10. Any other allowances: As per the rules of the Company.
Other Terms and Conditionss	1. The Whole Time Director shall not be paid sitting fees for attending the meeting of the Board of Directors or Committees thereof (if any).
	2. In the event of loss or inadequacy of profits in any financial year during the currency of the term of the Whole time Director, the Company will pay the remuneration as detailed herein as the minimum remuneration subject to limits laid down in Section II of Part II of Schedule V of the Companies Act, 2013, including any statutory modification or re-enactment thereof from time to time or as approved by the members of the Company by way of Special Resolution or otherwise as permissible by law for the time being in force.

Mr. Madhur Tibrewal, Whole Time Director cum Chief Financial Officer

Mr. Madhur Tibrewal, aged 48 years, is the Promoter, Whole Time Director and Chief Financial Officer of our Company. He has been appointed as Whole time Director and Chief Financial Officer w.e.f. June 28, 2024 for a term of 5 (Five) years. He has further been designated as Chief Financial Officer of the Company w.e.f. June 28, 2024. The terms of his employment are summarized hereinbelow:

Particulars	Terms of Appointment
Tenure of Appointment Remuneration	5 years with effect from June 28, 2024 to June 27, 2029, liable to retire by rotation. 60.00 Lakhs per annum w.e.f. June 28, 2024, with such increments as the Board / Nomination and Remuneration Committee (if any) may approve from time to time.
Perquisites	1. Medical reimbursement for self and family - As per the rules of the Company.
	2. Leave travel imbursement of domestic and foreign along with family - As per the rules of the Company.
	3. Contribution to provident fund, superannuation fund, annuity fund - As per the rules of the Company.
	4. Gratuity - As per the rules of the Company.
	5. Encashment of leave - As per the rules of the Company.
	6. Company Car and Telephone: Use of Companys car along with driver and telephone at the residence and mobile phone for official use purposes.
	7. Reimbursement of all actual cost, charges, expenses incurred in course of Companys business.
	8. Personal Accident Insurance: As per the rules of the Company.
	9. Club Fees: payable subject to maximum of two clubs.
	10. Any other allowances: As per the rules of the Company.
Other Terms and Conditions	1. The Whole Time Director shall not be paid sitting fees for attending the meeting of the Board of Directors or Committees thereof (if any).
	2. In the event of loss or inadequacy of profits in any financial year during the currency of the term of the Whole time Director, the Company will pay the remuneration as detailed herein as the minimum remuneration subject to limits laid down in Section II of Part II of Schedule V of the Companies Act, 2013, including any statutory modification or re-enactment thereof from time to time or as approved by the members of the Company by way of Special Resolution or otherwise as permissible by law for the time being in force.

Bonus or profit-sharing plan for our Directors

As on the date of this Draft Red Herring Prospectus, our Company does not have any performance linked bonus or profit-sharing plan for the Directors.

Contingent and/or deferred compensation payable to our Directors

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

Payment of Benefits (Non-Salary Related)

No non-salary amount or benefit has been paid or given within the 2 (Two) years preceding the date of filing of this Draft Red Herring Prospectus or is intended to be paid or given to any of our Directors.

Loan given by our Directors to the Company

For details of unsecured loan taken from our Directors and for details of transaction entered into by them in the past please refer to the chapter titled "Related Party Transactions" beginning on page no. 277 of this Draft Red Herring Prospectus.

Remuneration paid or payable to our Directors by our Associate Company

As on the date of this Draft Red Herring Prospectus, our Company does not have any associate Company. As such, no remuneration was paid or is payable to our Directors by our Associate Company.

Remuneration paid or payable to our Directors by our Subsidiary Company

As on the date of this Draft Red Herring Prospectus, our Company does not have any Subsidiary Company. As such, no remuneration was paid or is payable to our Directors by our Subsidiary Company.

Compensation paid to Executive Directors during the preceding financial year ended 2023-2024

The following table sets forth the details of the remuneration / compensation paid by our Company to our Executive Directors in the financial year ended 2023-2024 as detailed hereinbelow:

Sl. No.	Name of Director	Designation	Remuneration ( in Lakhs)
1	Mridul Tibrewal	Managing Director	42.00
2	Anupam Tibrewal	Whole time Director	42.00
3	Madhur Tibrewal	Whole time Director	42.00

Payment or benefit to Non-Executive Directors and Independent Directors of our Company

Pursuant to Board Resolution dated July 30, 2024, each Non-Executive and Independent Director is entitled to receive

Sitting Fees of 15,000/- (Rupees Fifteen Thousand Only) per Board Meeting and subject to maximum of 60,000/- (Rupees Sixty Thousand Only) per annum for attending such meeting of the Board and the Committee thereof, within the limit prescribed under the Companies Act, 2013 and the rules made thereunder. Further, our Non-Executive Independent Directors may be reimbursed for expenses actually and reasonably incurred as permitted under the Companies Act and the SEBI Listing Regulations.

Compensation/ Remuneration paid to Non-Executive Independent Directors during the financial year 2023-2024

No sitting fees has been paid by our Company to our Non-Executive Independent Directors in the preceding financial year 2023-2024 since there was no such Directors on the Board of the Company.

Loans to Directors

As on the date of this Draft Red Herring Prospectus, our Company has not provided any loan to our Directors.

Shareholding of Directors in our Company

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

The shareholding of the Directors in our Company as on the date of this Draft Red Herring Prospectus is set forth below:

Sl. No.	Name of Director	No. of Shares held	Equity	Percentage of Pre-Issue Capital (%)	Percentage of Post-Issue Capital (%)
1	Mridul Tibrewal	1,17,82,908		62.50	[?]
2	Anupam Tibrewal	70,69,599		37.50	[?]

Note: Mr. Madhur Tibrewal is Whole time Director and Chief Financial Officer but does not hold any shares in the Company.

CONFIRMATIONS FROM DIRECTORS

As on the date of this Draft Red Herring Prospectus:

None of our Director is or was a Director of any listed companies, whose shares have been or were suspended from being traded on any of the Stock Exchanges having nationwide terminals, during the 5 (Five) years preceding the date of this Draft Red Herring Prospectus, during their term of directorship in such Company.

None of our Director is or was, a Director of any listed companies, which has been or were delisted from any Stock Exchange(s), during their term of directorship in such Company. None of our Directors have been identified as "Wilful Defaulter or Fraudulent Borrower" (as defined in the SEBI ICDR Regulations) by any bank or financial institution or consortium thereof, in accordance with the applicable guidelines issued by the Reserve Bank of India. Neither Company nor any of the Directors of the Company are declared as fugitive Economic Offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations, nor have been declared as a "Fugitive Economic Offender" under Section 12 of the Fugitive Economic Offenders Act, 2018. None of the Directors of the Company are prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority / court. None of the Directors of the Company are associated with the securities market. No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our directors or to the firms, trusts or companies in which they have an interest in, by any person, either to introduce any of our directors to become or to help any of them qualify as a Director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company. None of the directors have any interest in any property acquired in the three years preceding the date of the Draft Red Herring Prospectus or proposed to be acquired by the Company or in any transaction by the Company for acquisition of land, construction of building or supply of machinery. None of our Directors, Promoters or persons forming part of our promoter group are persons appearing in the list of Directors of struck-off Companies by the RoC or the MCA under Section 248 of the Companies Act, 2013.

INTEREST OF DIRECTORS Interest in promotion of our Company

Our Directors, Mr. Mridul Tibrewal, Mr. Anupam Tibrewal and Mr. Madhur Tibrewal are interested in the promotion of the Company as being the promoter of our Company and also to the extent of the Equity Shares held by them and also to the extent of any dividend payable to them on their holding of such shares and other distributions in respect of the aforesaid Equity Shares. For further details, refer to chapter titled "Promoter and Promoter Group - Our Individual Promoters" beginning on Page No. 238 of this Draft Red Herring Prospectus.

Interest by way of Remuneration from the Company

Our Managing Director and Whole time Directors may be interested to the extent of remuneration paid to them, respectively for services rendered as a Director of our Company and reimbursement of expenses payable to them. For details, please refer this Chapter titled "Our Management - Payment or benefit to Executive Directors of our Company" on page 219 of this Draft Red Herring Prospectus. Further, all our Non-Executive and Independent Directors may be interested to the extent of Sitting Fees payable to them for attending meetings of the Board of Directors or a committee thereof and reimbursement of expenses payable to them as per their terms of appointment. For details, please refer this Chapter titled "Our Management – Payment or benefit to Non-Executive Directors and Independent Directors of our Company" on Page No. 222 of this Draft Red Herring Prospectus.

Interest as member of our Company

Our directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or 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 the Offer. 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 said equity shares, if any. Except as disclosed in the chapters titled "Related Party Transactions" in the section titled

"Financial Information" and "Our Promoters and Promoter Group" beginning on Page No. 277 and 238 respectively of this Draft Red Herring Prospectus and described herein above, our Directors are not interested in any other company, entity or firm.

Interest as a Creditor of our Company

Our Directors are interested to the extent of unsecured loans or personal guarantee, if any, given by them to our Company or by their relatives or by the Companies/ Firms in which they are interested as Directors/ Members/ Partners. For the details of unsecured loans given by Directors and personal guarantee given by Directors towards financial facilities of our Company please refer to Chapters titled "Financial Indebtedness" and "Restated Financial Information - Note 30 - Related Party Disclosures" beginning on Page No. 305 and 262 respectively of this Draft Red Herring Prospectus.

Interest in property (including transactions for acquisition of land, construction of building and supply of machinery) of our Company

Our directors do not have any interest in any property acquired by our Company neither in the preceding three years from the date of this Draft Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Draft Red Herring Prospectus. Our directors also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.

Interest in the Business of Our Company

Save and except as stated otherwise in the chapter titled "Related Party Transactions" in the section titled "Financial Information" beginning on Page No. 277 of this Draft Red Herring Prospectus, and as disclosed in this chapter titled "Our Management" beginning on Page No. 213 of this Draft Red Herring Prospectus, our Directors do not have any other interest in the business of our Company as on the date of this Draft Red Herring Prospectus.

Other Indirect Interest

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the Firms or Companies in which any of our Directors are interested, by any person, either to induce him to become, or to qualify him as, a Director, or otherwise for services rendered by our Directors or by the Firm or Company in which they are interested, in connection with the promotion or formation of our Company. All the Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by our Company with any Company which is promoted by them or in which they hold directorships or any Partnership firm in which they are partners.

Changes in the Board of Directors in the last three years immediately preceding the date of Draft Red Herring Prospectus

There has been no change in the Board of Directors, except as stated below during the last three (3) years immediately preceding the date of this Draft Red Hering Prospectus:

Name of Director	Date of event	Nature of Event	Reasons for change
Anupam Tibrewal	June 28, 2024	Appointment as Managing Director and further redesignated as Chairman	To ensure better Corporate Governance and compliance with the
Mridul Tibrewal	June 28, 2024	Appointment as Whole time Director and further redesignated as Chief Executive Officer.	Companies Act, 2013
Madhur Tibrewal	June 28, 2024	Appointment as Whole time Director and further redesignated as Chief Financial Officer
Pranay Agarwal	July 30, 2024	Appointment as Additional Director (Category: Non- Executive & Independent Director)
Chandan Ambaly	July 30, 2024	Appointment as Additional Director (Category: Non- Executive & Independent Director)
Gargi Singh	July 30, 2024	Appointment as Additional
		Director (Category: Non- Executive & Independent Director)
Pranay Agarwal	August 14, 2024	Change in Designation from Additional Director (Category: Non-Executive & Independent) to Non- Executive Independent Director
Chandan Ambaly	August 14, 2024	Change in Designation from Additional Director (Category: Non-Executive & Independent) to Non- Executive Independent Director
Gargi Singh	August 14, 2024	Change in Designation from Additional Director (Category: Non-Executive & Independent) to Non- Executive Independent Director

Corporate Governance

As our Company is coming with an issue in terms of Chapter IX of the SEBI ICDR Regulations as amended from time to time, as on the date of this Draft Red Herring Prospectus, the requirement specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and Clauses (b) to (i) and (t) of Sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the SEBI (LODR) Regulations, 2015 are not applicable to our Company. In addition to the applicability of provisions of Companies Act, 2013 with respect to corporate governance, provisions of the SEBI (LODR) Regulations, 2015 have also been complied with, to the extent applicable to our Company. Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations in respect of corporate governance including constitution of the Board and the Committees thereof. The Corporate Governance framework is based on an effective independent Board, the Boards supervisory role from the executive management team and constitution of the Board Committees, as required under law. Our Board has been constituted in compliance with the Companies Act, 2013 and the SEBI Listing Regulations, as applicable. The Board functions either as a full Board or through various committees constituted to oversee specific functions. As on the date of filing this Draft Red Herring Prospectus, our Board comprises of Six (6) Directors, of whom One (1) Managing Director, Two (2) Whole Time Director , Two (2) Non-Executive & Independent Directors and One (1) Women Non-Executive & Independent Director. The present composition of our Board and its committees is in accordance with the corporate governance requirements provided under the Companies Act and the SEBI Listing Regulations to the extent applicable in relation to the composition of our Board and constitution of committees thereof. Our Company undertakes to take all necessary steps to continue to comply with all applicable requirements of the SEBI Listing Regulations and the Companies Act.

Committees of our Board of Directors

The following committees have been formed in compliance with the corporate governance norms:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. IPO Committee

In addition to the committees of our Board of Directors detailed below, our Board of Directors may, from time to time, constitute committees for various functions in accordance with the applicable laws.

Audit Committee

Our Company has constituted an Audit Committee as per Section 177 and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 vide resolution passed in the meeting of our Board on August 14, 2024. As on the date of the Draft Red Herring Prospectus, the constitution of the Audit Committee is as follows:

Name of Director	Position in the Committee	Designation
Chandan Ambaly	Chairman	Non-Executive & Independent Director
Pranay Agarwal	Member	Non-Executive & Independent Director
Madhur Tibrewal	Member	Wholetime Director & Chief Financial
		Officer

The Company Secretary and Compliance Officer of our Company shall serve as the Secretary to the Audit Committee. The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the Audit committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

Tenure

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.

Meetings of the Committee

The Audit Committee shall meet at least four times in a year and not more than 120 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 minimum two independent directors at each meeting.

Powers of Audit Committee

The Audit Committee shall have powers, including the following: - to investigate any activity within its terms of reference; - to seek information from any employee of the Company; - to obtain outside legal or other professional advice;

- to secure attendance of outsiders with relevant expertise, if it considers necessary; and - such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1. Overseeing the Companys financial reporting process, examination of the financial statement and the auditors report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company including the internal auditor, cost auditor and statutory auditor of the Company, and fixation of the audit fee;

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, 2013; 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. modified opinion(s) 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 or preferential issue or qualified institutional placement, and making appropriate recommendations to the Board to take up steps in this matter;

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

8. Formulating a policy on related party transactions, which shall include materiality of related party transactions;

9. Approval or any subsequent modification of transactions of the Company with related parties; All related party transactions shall be approved by only Independent Directors who are the members of the committee and the other members of the committee shall refuse themselves on the discussions related to related party transactions; Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013. 10. Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given; 11. Scrutiny of inter-corporate loans and investments;

12. Valuation of undertakings or assets of the Company, wherever it is necessary; Appointment of Registered Valuer under Section 247 of the Companies Act, 2013; 13. Evaluation of internal financial controls and risk management systems;

14. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 16. Discussion with internal auditors of any significant findings and follow up thereon;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 20. To review the functioning of the whistle blower mechanism;

21. Approval of appointment of Chief Financial Officer (i.e., the whole-time finance director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 22. Carrying out any other function as is mentioned in the terms of reference of the audit committee;

23. Reviewing the utilization of loans / advances / investments / guarantees / providing any security, if any, with all the companies falling under the category of the promoter group and the group companies as defined under the SEBI regulations, as amended till date, and also with any banks or financial institutions, for an amount not exceeding Rs.100 Crores (Rupees One Hundred Crores Only) including existing loans / advances / investments / guarantees / provision of any security existing as on the date of coming into force of this provision; 24. To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit

Committee from time to time;

25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances; 26. The Audit Committee shall review compliance with the provisions of the SEBI Insider Trading Regulations, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; 27. To consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation, etc. on the Company and its shareholders; and 28. Carrying out any other functions as provided under the provisions of the Companies Act, the SEBI Listing

Regulations and other applicable laws, and carrying out any other functions as may be required / mandated and/or delegated by the Board as per the provisions of the Companies Act, 2013, SEBI Listing Regulations, uniform listing agreements and/or any other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties. The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

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

3. Internal audit reports relating to internal control weaknesses;

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

5. Statement of deviations:

- quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations; - annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of Regulation 32(7) of SEBI Listing Regulations; and - the financial statements, in particular, the investments made by any unlisted subsidiary; and

6. Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.

Nomination and Remuneration Committee

Our Company has constituted the Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014 vide resolution passed in the meeting of the Board of Directors held on August 14, 2024.

As on the date of the Draft Red Herring Prospectus, the constitution of the Nomination and Remuneration Committee is as follows:

Name of Director	Position in the Committee	Designation
Pranay Agarwal	Chairman	Non-Executive & Independent Director
Chandan Ambaly	Member	Non-Executive & Independent Director
Gargi Singh	Member	Non-Executive & Independent Director

The Company Secretary and Compliance Officer of our Company shall serve as the Secretary to the Nomination & Remuneration Committee.

Tenure

The Nomination and Remuneration 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 Nomination and Remuneration Committee as approved by the Board.

Meetings of the Committee

The Nomination and Remuneration Committee shall meet at least once in a year. The quorum for a meeting of the Nomination and Remuneration Committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance. The Chairman of the Nomination and Remuneration Committee may be present at the Annual General Meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

Terms of Reference

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act. The terms of reference of the Nomination and Remuneration Committee are as follows:

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 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 various background, having due regard to diversity; and c. consider the time commitments of the candidates;

3. The Nomination and Remuneration Committee, while formulating the above policy, should ensure that the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate Directors of the quality required to run our Company successfully; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals;

4. Formulating criteria for evaluation of performance of Independent Directors and the Board;

5. Devising a policy on diversity of Board;

6. 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 their appointment and removal and shall specify the manner for effective evaluation of performance of the Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

7. Extending or continuing the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

8. Recommending to the board, all remuneration, in whatever form, payable to senior management;

9. Analyzing, monitoring and reviewing various human resource and compensation matters, including the compensation strategy; 10. Determining the Companys policy on specific remuneration packages for Managing Director / Executive

Directors including pension rights and any compensation payment, and determining remuneration packages of such Directors; 11. Recommending to the Board the remuneration, in whatever form, payable to Non-Executive Directors and the

Senior Management Personnel and other staff (as deemed necessary);

12. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; 13. Administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option

Scheme of the Company;

14. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Director; 15. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view that performance of the Company, standards prevailing in the industry, statutory guidelines etc.; 16. Recommend to the board, all remuneration, in whatever form, payable to senior management;

17. Framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any securities laws or any other applicable laws in India or overseas, including: The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; 18. Carrying out any other function as is mandated by the Board from time to time and/or enforced/mandated by any statutory notification, amendment or modification, as may be applicable; and 19. Performing such other functions as may be necessary or appropriate for the performance of its duties.

Stakeholders Relationship Committee

Our Company has constituted the Stakeholders Relationship Committee in terms of Section 178(5) of the Companies Act, 2013 vide resolution passed in the meeting of the Board of Directors held on August 14, 2024. As on the date of the Draft Red Herring Prospectus, the constitution of the Stakeholders Relationship Committee is as follows:

Name of Director	Position in the Committee	Designation
Gargi Singh	Chairman	Non-Executive & Independent Director
Pranay Agarwal	Member	Non-Executive & Independent Director
Anupam Tibrewal	Member	Managing Director

The Company Secretary and Compliance Officer of our Company shall serve as the Secretary to the Stakeholders Relationship Committee.

Tenure

The Stakeholders 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 the Stakeholders Relationship Committee as approved by the Board.

Meetings of the Committee

The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

Terms of Reference

The scope and functions of the Stakeholders Relationship Committee are in accordance with Section 178 of the Companies Act 2013. The terms of reference of the Stakeholders Relationship Committee are as follows:

1. Redressal of all security holders and investors grievances such as complaints related to transfer of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, dematerialisation and re-materialization of shares, non- receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc., assisting with quarterly reporting of such complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal of various requests received from shareholders;

2. Resolving the grievances of the security holders of the Company including complaints related to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

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

4. Reviewing the adherence to the service standards adopted by the Company with respect to various services rendered by the registrar and transfer agent of our Company and to recommend measures for overall improvement in the quality of investor services;

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

6. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board of Directors from time to time;

7. To approve requests for transfer, transposition, deletion, consolidation, sub-division, change of name, dematerialisation, re-materialization etc. of shares, debentures and other securities;

8. To monitor and expedite the status and process of dematerialisation and re-materialisation of shares, debentures and other securities of the Company;

9. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company; and 10. Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

IPO Committee

Our Company has constituted the IPO Committee vide resolution passed in the meeting of the Board of Directors held on August 14, 2024. As on the date of the Draft Red Herring Prospectus, the constitution of the IPO Committee is as follows:

Name of Director	Position in the Committee	Designation
Anupam Tibrewal	Chairman	Managing Director
Madhur Tibrewal	Member	Whole Time Director & Chief Financial Officer
Mridul Tibrewal	Member	Whole Time Director & Chief Executive Officer

The Company Secretary and Compliance Officer of our Company shall serve as the Secretary to the IPO Committee. Tenure

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

Meetings of the Committee

The IPO Committee shall meet as and when need arises. The quorum for a meeting of the IPO Committee shall be either two members or one third of the members of the committee, whichever is greater.

Terms of Reference

The terms of reference of the IPO Committee are as follows:

1. To decide in consultation with the BRLM the actual size of the Offer and taking on record the number of equity shares, and/or reservation on a competitive basis, and/or any rounding off in the event of any oversubscription and all the terms and conditions of the Offer, including without limitation timing, opening and closing dates of the Offer, price band, , allocation/allotment to eligible persons pursuant to the Offer, including any anchor investors, and to accept any amendments, modifications, variations or alterations thereto;

2. To appoint, instruct and enter into agreements with the BRLM, and in consultation with BRLM appoint and enter into agreements with intermediaries, underwriters, syndicate members, brokers, escrow collection bankers, auditors, independent chartered accountants, refund bankers, registrar, legal counsels, depositories, printers, advertising agency(ies), and any other agencies or persons (including any successors or replacements thereof) whose appointment is required in relation to the Offer and to negotiate and finalize the terms of their appointment, including but not limited to execution of the mandate letters and offer agreement with the BRLM, and the underwriting agreement with the underwriters, and to terminate agreements or arrangements with such intermediaries;

3. To make any alteration, addition or variation in relation to the Offer, in consultation with the BRLM or such other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the exact Offer structure and the exact component of issue of Equity Shares;

4. To finalize, settle, approve, adopt and arrange for submission of the Draft Red Hering Prospectus ("DRHP"), Red Hering Prospectus ("RHP") and the Prospectus, and any amendments, supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate government and regulatory authorities, respective Stock Exchanges where the Equity Shares are proposed to be listed ("Stock Exchanges"), the Registrar of Companies, Kolkata ("Registrar of Companies"), institutions or bodies;

5. To take all actions as may be necessary and authorised in connection with the offer for sale and to approve and take on record the approval of the selling shareholder(s) for offering their Equity Shares in the offer for sale and the transfer of Equity Shares in the offer for sale;

6. If deemed appropriate, to invite the existing shareholders of the Company to participate in the Offer to offer for sale the Equity Shares held by them at the same price as in the Offer;

7. To issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation with the relevant intermediaries appointed for the Offer in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), Companies Act, 2013, as amended and other applicable laws;

8. To decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any;

9. To open and operate separate escrow accounts as the escrow account to receive application monies from anchor investors/ underwriters in respect of the bid amounts and a bank account as the refund account for handling refunds in relation to the Offer and in respect of which a refund, if any will be made; 10. To open and operate bank account with the bankers to the Offer to receive application monies in relation to the

Offer in terms of Section 40(3) of the Companies Act, 2013, as amended and to authorize one or more officers of the Company to execute all documents/deeds as may be necessary in this regard;

11. To negotiate, finalise, sign, execute and deliver or arrange the delivery of the public offer agreement, syndicate agreement, share escrow agreement, cash escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar to the Offer and the advertising agency(ies) and all other agreements, documents, deeds, memorandum of understanding and other instruments whatsoever with the registrar to the Offer, legal advisors, auditors, Stock Exchanges, BRLM and other agencies/ intermediaries in connection with Offer with the power to authorize one or more officers of the Company to execute all or any of the aforesaid documents; 12. To make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the

Stock Exchange, the Securities and Exchange Board of India ("SEBI"), the Reserve Bank of India ("RBI"), Registrar of Companies, and such other statutory and governmental authorities in connection with the Offer, as required by applicable law, and to accept, on behalf of the Board, such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, exemptions, permissions and sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and the Prospectus, as applicable; 13. To make in-principle and final applications for listing and trading of the Equity Shares on one or more stock exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection with obtaining such listing; 14. To determine and finalize, in consultation with the BRLM, the price band for the Offer and minimum bid lot for the purpose of bidding , any revision to the price band and the final Offer price after bid closure, and to finalize the basis of allocation and to allot the Equity Shares to the successful allottees and credit Equity Shares to the demat accounts of the successful allottees in accordance with applicable laws and undertake other matters in connection with or incidental to the Offer, including determining the anchor investor portion, in accordance with the SEBI ICDR Regulations; 15. To accept and appropriate the proceeds of the Offer in accordance with the Applicable Laws;

16. To issue receipts/allotment advice/confirmation of allocation notes either in physical or electronic mode representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more stock exchange(s), with power to authorize one or more officers of the Company to sign all or any of the aforementioned documents; 17. To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign and / or modify, as the case maybe, agreements and/or such other documents as may be required with the National Securities Depository Limited, the Central Depository Services (India) Limited, registrar and share transfer agents and such other agencies, authorities or bodies as may be required in this connection and to authorize one or more officers of the Company to execute all or any of the aforestated documents; 18. To approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy, risk management policy and other corporate governance requirements considered necessary by the Board or the IPO Committee or as required under Applicable Laws; 19. To approve the list of ‘group of companies of the Company, identified pursuant to the materiality policy adopted by the Board, for the purposes of disclosure in the DRHP, RHP and Prospectus; 20. To seek, if required, the consent and waivers of the parties with whom the Company has entered into various commercial and other agreements such as Companys lenders, joint venture partners, all concerned governmental and regulatory authorities in India or outside India, and any other consents and/or waivers that may be required in connection with the Offer or any actions connected therewith, in accordance with the Applicable Laws; 21. To determine the price at which the Equity Shares are offered, allocated, transferred and/or allotted to investors in the Offer in accordance with applicable regulations in consultation with the BRLM; 22. To settle all questions, difficulties or doubts that may arise in relation to the Offer, including such issues or allotment, terms of the IPO, utilisation of the IPO proceeds and matters incidental thereto as it may in its absolute discretion deem fit; 23. To do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and instruments as may be necessary for the purpose of or in connection with the Offer; 24. To authorize and approve the incurring of expenditure and payment of fees, commissions, brokerage and remuneration in connection with the Offer; 25. To withdraw the DRHP or RHP or to decide not to proceed with the Offer at any stage, in consultation with the BRLM and in accordance with the SEBI ICDR Regulations and applicable laws; 26. To submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the relevant Stock Exchange(s) where the Equity Shares are to be listed; and

27. To authorize and empower Directors or officers of the Company (each, an "Authorized Officer(s)"), for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer(s) consider necessary, appropriate or advisable, in connection with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the listing agreement(s) with the stock exchange(s), the registrar agreement and memorandum of understanding, the depositories agreements, the public offer agreement with the BRLM (and other entities as appropriate), the underwriting agreement, the syndicate agreement with BRLM and syndicate members, the share escrow agreement, the cash escrow and sponsor bank agreement, confirmation of allocation notes, allotment advice, Registrar to the Offer, managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate members, brokers, escrow collection bankers, auditors, and all such persons or agencies as may be involved in or concerned with the Offer, if any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Offer by the BRLM and to do or cause to be done any and all such acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or documents so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing.

Key Managerial Personnel (KMP)

The details of the Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set out below: Mr. Anupam Tibrewal, Chairman & Managing Director

For details in relation to the biography of our Chairman & Managing Director, see the Chapter titled "Our Management - Brief profile of our Directors" at Page No. 216 of this Draft Red Herring Prospectus.

Mr. Mridul Tibrewal, Whole time Director and Chief Executive Officer

For details in relation to the biography of our Whole time Director & Chief Executive Officer, see the Chapter titled "Our Management - Brief profile of our Directors" beginning at Page No. 216 of this Draft Red Herring Prospectus.

Mr. Madhur Tibrewal, Whole time Director and Chief Financial Officer

For details in relation to the biography of our Whole time Director & Chief Financial Officer, see the Chapter titled "Our Management - Brief profile of our Directors" beginning at Page No. 216 of this Draft Red Herring Prospectus.

Mr. Abhishek Kumar Mishra, Company Secretary and Compliance Officer

Mr. Abhishek Kumar Mishra, aged 37 years, is the Company Secretary and Compliance Officer of our Company... He is an Associate Member of The Institute of Company Secretaries of India. He also holds Bachelors Degree in Law from Jananayak Chandrasekhar University, Bihar. He has completed Bachelors Degree in Commerce from University of Calcutta. He has also completed Masters Degree in Commerce from Indira Gandhi National Open University. Further, he has completed Post Graduate Diploma in International Business Operations from Indira Gandhi National Open University. He has over 8 (Eight) years of post-qualification experience in secretarial and corporate laws compliances. He has been associated with us since September 13, 2024. He oversees the secretarial and regulatory compliance functions of our Company. Prior to joining our Company, he has served in the past with Giridhan Metal Private Limited and Soma Textile & Industries Limited, in the capacity of Company Secretary & Compliance Officer. Since he was appointed with effect from September13, 2024 he did not receive any remuneration during Fiscal 2024. We confirm that: a) All the persons named as our Key Managerial Personnel 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 have been recruited. c) None of our KMPs except Mr. Anupam Tibrewal, Mr. Mridul Tibrewal and Mr. Madhur Tibrewal are part of the Board of Directors. d) In respect of all above mentioned Key Managerial Personnel there has been no contingent or deferred compensation accrued for the financial year ended March 31, 2024. e) Except for the terms set forth in the appointment letters, the Key Managerial Personnel 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 except as stated in the terms of their appointment. g) Presently, we do not have Employee Stock Option Plan (ESOP) / Employee Stock Purchase Scheme (ESPS) for our employees. h) The turnover of KMPs is not high, compared to the Industry to which our company belongs.

Status of Key Managerial Personnel in our Company

All of our Key Managerial Personnel mentioned above are on the payrolls of our Company as permanent employees. Family Relationship among Key Management Personnel

Except as disclosed in "Our Management - Relationship between our Directors and Key Managerial Personnel" on Page No. 218 of this Draft Red Herring Prospectus, none of our Key Management Personnel are related to each other.

Arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the key managerial personnel was selected as a Key Managerial Personnel

None of our Key Managerial Personnel have been selected pursuant to any arrangement or understanding with major shareholders, customers ore suppliers or any other entity.

Compensation of Key Managerial Personnel

Except as disclosed in "Our Management - Compensation paid to Executive Directors during the preceding financial year ended 2023-2024" on Page No. 222, none of the Key Managerial Personnel is paid remuneration for the financial year ended 2023-2024 preceding the date of this Draft Red Herring Prospectus. Bonus and/ or Profit-Sharing Plan for the Key Managerial Personnel

Our Company does not have any bonus and / or profit-sharing plan for the Key Managerial Personnel except as stated in the terms of their appointment.

Contingent and Deferred Compensation Payable to Key Managerial Personnel

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which accrued to our Key Managerial Personnel for Fiscal 2024, which does not form part of their remuneration for such period. Service contract with Key Managerial Personnel

Except for terms set forth in the appointment letters, our Company has not entered into any service contract with our Key Managerial Personnels in relation to their appointment which provides for benefits or payments of any amount upon termination of employment, other than statutory benefits.

Attrition of Key Managerial Personnels

The attrition of the Key Managerial Personnel of our Company is not high as compared to the industry in which we operate.

Shareholding of the Key Managerial Personnel

Except as disclosed in "Our Management - Shareholding of Directors in our Company" beginning on Page No. 222 of this Draft Red Herring Prospectus, none of our other Key Managerial Personnel hold any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus.

Interest of Key Managerial Personnel

Except as disclosed under "Our Management - Interest of Directors" on Page No. 223 of this Draft Red Herring Prospectus, the Key Management Personnel of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. The Key Management Personnel may also be deemed to be interested in the Equity Shares, if any, held by them, and the dividend payable to them and other distributions in respect of Equity Shares held by them, if any. Other than as disclosed in Chapter titled "Related Party Transactions" beginning on Page No. 277 of this Draft Red Herring Prospectus, our Key Managerial Personnel are not interested in any contract, agreement or arrangement entered into by the Company and no payments have been made in respect of these contracts, agreements or arrangements or are proposed to be made.

Except as disclosed herein, none of our Key Managerial Personnel have been paid any consideration of any nature from our Company, other than their remuneration.

Changes in the Key Management Personnel in last three years

Except as mentioned below, there has been no change in the Key Management Personnel of our Company during the last 3 (Three) years preceding the date of the Draft Red Herring Prospectus:

Name	Date of Event	Nature of Event	Reasons
Mr. Anupam Tibrewal	June 28, 2024	Appointment as Managing Director and further redesignated as Chairman	To comply with the provisions of the Companies Act, 2013 and to ensure better Corporate Governance
Mr. Mridul Tibrewal	June 28, 2024	Appointment as Whole time Director and further redesignated as Chief Executive Officer
Mr. Madhur Tibrewal	June 28, 2024	Appointment as Whole time Director and further redesignated as Chief Financial Officer
Mr. Abhishek Kumar Mishra	September 13, 2024	Appointment as Company Secretary and Compliance Officer

Payment or benefits to the Key Management Personnel (non-salary related)

No non-salary related amount or benefit has been paid or given within the two years preceding the date of the Draft Red Herring Prospectus or is intended to be paid or given to any officer of the Company, including our Key Managerial Personnel.

Loan given by our Key Managerial Personnel to the Company

For details of unsecured loan taken from our Key Managerial Personnels and for details of transaction entered into by them in the past please refer to the Chapter titled "Related Party Transactions" beginning on Page No. 277 of this Draft Red Herring Prospectus.

Scheme of Employee Stock Option Plan or Employee Stock Purchase Plan

As on the date of filing of this Draft Red Herring Prospectus, our Company does not have employee stock option scheme / employee stock purchase plan for our employees.

Loan availed by Key Managerial Personnel of our Company

No loans have been availed by the Key Management Personnel from our Company as on date of this filing of this Draft Red Herring Prospectus.

OUR PROMOTER AND PROMOTER GROUP

Our Promoters

The Promoters of our Company are Mr. Mridul Tibrewal, Mr. Anupam Tibrewal and Mr. Madhur Tibrewal. As on the date of this Draft Red Herring Prospectus, our Promoters other than our Promoter Mr. Madhur Tibrewal together holds an aggregate of 1,88,52,507 Equity Shares in our Company, representing approximately 100.00% of the pre-offer Issued, Subscribed and Paid-up Equity Share capital of our Company. Our Promoter "Mr. Madhur Tibrewal" does not hold any Equity Share in our Company. All Equity Shares issued to our Promoters were fully paid-up at the time of Allotment. For details on of shareholding of the Promoters in our Company, see "Capital Structure

- Build-up of the shareholding of our Promoters in our Company since incorporation" on Page No. 99 of this Draft Red Herring Prospectus.

Our Individual Promoters

The Individual Promoters of our Company are Mr. Mridul Tibrewal, Mr. Anupam Tibrewal and Mr. Madhur Tibrewal. Details of our individual promoters are as follows:

Mr. Mridul Tibrewal, aged 46 years, is the Promoter, Whole Time

Director cum Chief Executive Officer of our Company.

Date of Birth: February 04, 1978

Nationality: Indian

PAN: ABTPT0002F

Passport Number: V1218509

Address: 16D, Block B, 16th Floor, 46B, Matheshwartola Road, Gobinda Khatick Road, Kolkata - 700046, West Bengal, India For the complete profile of Mr. Mridul Tibrewal along with the details of his experience in the business, educational qualifications, positions / posts held in the past, directorships held, other ventures, special achievements, business and financial activities, please refer to the chapter titled "Our Management - Brief Profile of our

Directors" beginning on Page No. 216 of this Draft Red Herring

Prospectus.

 

Mr. Anupam Tibrewal, aged 43 years, is the Promoter, Chairman

cum Managing Director of our Company.

Date of Birth: November 29, 1981

Nationality: Indian

PAN: AEZPT3345N

Passport Number: P0585495

Address: Bldg-A2, 7th Floor, Brindavan Gardens, 98, Christopher Road, Topsia, Gobinda Khatick Road, Kolkata - 700046, West Bengal, India For the complete profile of Mr. Anupam Tibrewal along with the details of his experience in the business, educational qualifications, positions / posts held in the past, directorships held, other ventures, special achievements, business and financial activities, please refer

to the chapter titled "Our Management - Brief Profile of our

Directors" beginning on Page No. 216 of this Draft Red Herring

Prospectus.

Mr. Madhur Tibrewal, aged 48 years, is the Promoter, Whole time

Director and Chief Financial Officer of our Company.

Date of Birth: July 13, 1976

Nationality: Indian

PAN: ABTPT1521D

Passport Number: Z6538048

Address: Block B, Flat 17D, 46B, Matheshwartola Road, Tangra, Gobinda Khatick Road, Kolkata - 700046, West Bengal, India For the complete profile of Mr. Madhur Tibrewal along with the details of his experience in the business, educational qualifications, positions / posts held in the past, directorships held, other ventures, special achievements, business and financial activities, please refer to the chapter titled "Our Management - Brief Profile of our Directors" beginning on Page No. 216 of this Draft Red Herring Prospectus.

Our Corporate Promoter

As on the date of filing of this Draft Red Herring Prospectus, our Company does not have any Corporate Promoter.

Declaration

We declare and confirm that the details of the Permanent Account Numbers (PAN), Bank Account Numbers, Passport Numbers, Aadhar Card Numbers and Driving License numbers of our Promoters are being submitted along with filing of this Draft Red Herring Prospectus with the Stock Exchange on which the Equity Shares of the Company are proposed to be listed.

Other ventures of our Promoters

Save and except as disclosed in this Chapters titled "Our Promoter and Promoter Group" and "Our Group Companies" beginning on Page No. 238 and 244 of this Draft Red Herring Prospectus, our Promoters are not involved in any other ventures.

Change in management and control of our Company

There has been no change in the management and control of our Company during the five years immediately preceding the date of this Draft Red Herring Prospectus.

Interest of our Promoters

Interest of our Promoters in promotion and shareholding of our Company

Our Promoters are interested in the promotion of our Company and also to the extent of their respective equity shareholding and the shareholding of their relatives in our Company, directly or indirectly, from time to time for which they are entitled to receive dividends payable, if any, and other distributions in respect of the Equity Shares held by them and their relatives that may be made by our Company in the future. As on the date of this Draft Red Herring Prospectus, our Individual Promoters, Mr. Mridul Tibrewal and Mr. Anupam Tibrewal other than Mr. Madhur Tibrewal collectively holds 1,88,52,507 Equity Shares in our Company representing approximately 100.00% of the pre-issue Paid-up Equity Share Capital of our Company. Our Promoter Mr. Madhur Tibrewal does not hold any Equity Share in our Company. For further details, please see chapters titled "Capital Structure - Shareholding of our Promoters",

"Our Management - Shareholding of Directors in our Company" and "Summary of Offer Document - Aggregate pre-offer shareholding our Promoters and Promoter Group as a percentage of Paid-up Share Capital of the Company" beginning on Page No. 99, 222 and 30 of this Draft Red Herring Prospectus.

Interest of our Promoters in their capacity as Directors of our Company

Our Promoters, Mr. Mridul Tibrewal, Mr. Anupam Tibrewal and Mr. Madhur Tibrewal, are also interested in our Company in the capacity of Directors, and may be deemed to be interested to the extent of the remuneration payable to them, as per the terms of their appointment and the reimbursements of expenses incurred by them in the said capacity. For further information, please refer to the chapter titled "Our Management - Payment or benefit to Executive Directors of our Company" on Page No. 219 of this Draft Red Herring Prospectus.

Interest of our Promoters in property (including acquisition of land, construction of building and supply of machinery) of our Company

Our Promoters have no interest, whether direct or indirect, in any property acquired by our Company during the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company as on the date of this Draft Red Herring Prospectus or in any transactions by our Company with respect to the acquisition of land, construction of building and supply of machinery.

Interest of our Promoter in our Company arising out of being a member of a Firm or Company

Except as stated in Chapter titled "Restated Financial Statements - Note 30 - Related Party Disclosures " on Page No. 262 of this Draft Red Herring Prospectus, our Promoters are not interested as a member of any Firm or Company which has any interest in our Company. Further, no sum has been paid or agreed to be paid to our Promoters or to any such Firm or Company in which any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce our Promoters to become, or to qualify them as Directors, or otherwise for services rendered by any of our Promoters or by such Firm or Company, in connection with the promotion or formation of our Company. Interests of Promoters in our Company other than as Promoters

Our Promoters may be interested in transaction entered into by our Company with other entities (i) in which our Promoters hold shares, or (ii) controlled by our Promoters. For further details of interest of our Promoters in our

Company, see chapter titled "Restated Financial Statements - Note 30 - Related Party Disclosures" on Page No. 262 of this Draft Red Herring Prospectus.

Our Promoters may be deemed to be interested to the extent of the payments made by our Company, if any, in relation to any transaction with the Promoter Group entities and payment to be made by our Company to Promoter Group Entities. For further details, see chapter titled "Our Promoters and Promoter Group" on Page No. 238 of this Draft Red Herring Prospectus. For the payments that are made by our Company to Promoter Group entities, please refer to chapter titled "Restated Financial Statements" on Page No. 246 of this Draft Red Herring Prospectus.

Our Promoters are interested to the extent that our Company have undertaken transactions or business arrangements with their relatives; or to the extent that their relatives are employees of our Company and are paid remuneration by our Company and to the extent reimbursement of expenses payable by our Company. Except as disclosed in the chapters titled "Restated Financial Statements" and "Financial Indebtedness" on Page No. 246 and 305 respectively of this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group (i) have not extended any personal guarantees and (ii) have not provided their personal properties, for securing the repayment of loans availed by our Company from Banks and Non-Banking Financial Companies.

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

Payment of Amounts or Benefits to our Promoter or members of Promoter Group

Except in the ordinary course of business and as disclosed in the chapters titled "Related Party Transactions" and

"Restated Financial Statements - Note 30 - Related Party Disclosures" on Page No.277 and 262 respectively of this Draft Red Herring Prospectus, no amount or benefit has been paid or given to our Promoters or any of the members of the Promoter Group during the two years preceding the date of filing of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefits to our Promoters or any of the members of the Promoter Group other than in the ordinary course of business as on the date of this Draft Red Herring Prospectus.

Outstanding Litigations involving our Promoters

Except as disclosed in the chapter titled under "Outstanding Litigations and Material Developments" beginning on Page No. 306 of the Draft Red Herring Prospectus, there are no outstanding litigations or legal and regulatory proceedings pending or taken by any Ministry, Department of the Government or Statutory Authority during the last 5 years preceding the date of this Draft Red Herring Prospectus against our Promoters.

Companies or firms with which our Promoter have disassociated in the last three years

None of our promoters have disassociated themselves from any of the entities in the last three (3) years.

Experience of our Promoter 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 - Brief Profile of our Directors" beginning on Page No. 216 of the Draft Red Herring Prospectus.

Material Guarantees given by our Promoters with respect to Equity Shares

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.

Related Party Transactions

Except as stated in the Chapter titled "Related Party Transactions" and Section titled "Financial Information – Restated Financial Statements – Notes to Restated Financial Statements – Note 30 – Related Party Disclosures" on Page No. 277 and 262 respectively of this Draft Red Herring Prospectus, our Company has not entered into related party transactions with our Promoters.

Common Pursuits of our Promoters

Our Promoters do not have any interest in any ventures which is carrying on any activities similar to those conducted by our Company Other Confirmations

Our Promoter and members of our Promoter Group have not been declared Wilful defaulters or Fraudulent Borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent borrower issued by Reserve Bank of India. Our Promoters and members of our Promoter Group have not been prohibited from accessing the capital market or debarred from buying. selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Our Promoters have not been declared as a Fugitive Economic Offender under the provisions of Section 12 of the Fugitive Economic Offenders Act, 2018. Our Promoters and member of our Promoter Group is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018.

No violations of securities laws have been committed by our Promoters or members of our Promoter Group in the past and no proceedings for violation of securities laws are pending against them.

Our Promoters and members of the Promoter Group are not and have never been promoters, directors or person in control of any other Company which is prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any other Regulatory or Governmental authority. None of our Promoters or Promoters Group or person in control of our Company has been refused listing of any of the securities issued by such entity by any Stock Exchange, in India or abroad.

Promoter Group

In addition to our Promoter, the individuals and entities that form part of the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:

Natural persons who are part of our 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 our Promoters) are as follows:

Relationship with the Promoters	Mridul Tibrewal	Anupam Tibrewal	Madhur Tibrewal
Father	Raghunath Tibrewal	Raghunath Tibrewal	Raghunath Tibrewal
Mother	Pushpa Tibrewal	Pushpa Tibrewal	Pushpa Tibrewal
Brother	Anupam Tibrewal	Mridul Tibrewal	Anupam Tibrewal
	Madhur Tibrewal	Madhur Tibrewal	Mridul Tibrewal
Sister	N.A.	N.A.	N.A.
Spouse	Ranjana Tibrewal	Neha Tibrewal	Laxmi Tibrewal
Son	Aarav Tibrewal	Avyaan Tibrewal	Aarush Tibrewal
Daughter	N.A.	N.A.	N.A.
Spouses Father	Badri Prasad Bedia	Sajjan Kumar Saraogi	Rajkumar Kedia
Spouses Mother	Meera Debi Bedia	Rama Devi Saraogi	Sushila Devi Kedia
Spouses Brother	Vikash Bedia	Saurabh Saraogi	Gopal Kedia
Spouses Sister	Anjana Devi	Nidhi Khemka	N.A.
	Sunita Shyam Agarwal Vandana Gupta

Entities forming part of our Promoter Group

Relationship with the Promoters	Name of Promoter Group
(A) Any Body Corporate in which twenty percent or more of the Equity Share Capital is held by the Promoter or an immediate Relative of the Promoter or a Firm or Hindu Undivided Family in which the Promoter or any one or more of their Relative is a member.	Nil
(B) Any Body Corporate in which a Body Corporate as provided in (A) above holds twenty percent or more of the Equity Share Capital.	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.	Nil

Other persons included in Promoter Group:

No other person forms part of promoter group for the purpose of shareholding of the Promoter Group under Regulation 2(1) (pp)(v) of the SEBI ICDR Regulations 2018.