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Q&T Foods Ltd Directors Report

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Q&T Foods Ltd Share Price directors Report

In terms of our Articles of Association, our Company is required to have not less than 03 directors and not more
than 15 directors. As on the date of this Draft Prospectus, our Board comprises of 05 (five) Directors which includes
1 (one) Managing Director and Chairperson, 1 (one) Women Executive Director, 1 (one) Non-Executive Director
and 2 (two) 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 2013.

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

Name, DIN, Designation, Age, Date of Birth, Father Name, PAN, Nationality, Address, Experience, Occupation, Qualification, Current Term and Date of Appointment

Other Directorships

Nishant Raj Gupta

Directorships in Other Companies:

DIN: 07048390

Designation: Chairperson & Managing Director

Nil

Age: 39 Years

Date of Birth: June 20, 1986 Father Name: Mr. Rakesh Gupta

Designated Partner/ Partner in LLP

PAN: APKPG6746G

Nil

Nationality: Indian

Address: Flat No -SC-3-103 1st Floor Tower-3, Sea Court Apartment Land-1, Jaypee Greens, Greater Noida, PO: Bisrakh, DIST: Gautam Buddha Nagar, Uttar Pradesh - 201306

Experience: More than 10 Years

Occupation: Business

Qualification: Bachelor of Commerce from University of Delhi and Master of Commerce from Manav Bharati University

Current Term: For a period of 5 years w.e.f. October 16, 2024

Date of Appointment: August 29, 2018

Khushbu Varshney DIN: 10644907

Directorships in Other Companies:

Designation: Executive Director

Nil

Age: 36 Years

Date of Birth: July 16, 1989

Designated Partner/ Partner in LLP

Father Name: Mr. Yash Pal Varshney

PAN: AIXPV8666J

Nil

Nationality: Indian

Address: 60/19 Gopalpuri, Maa Maya Hospital, Koil, Aligarh, Uttar Pradesh- 202001

Experience: More than 02 Year

Occupation: Business

Qualification: Bachelor of Commerce from University of Jammu

Current Term: Not applicable Date of Appointment: May 27, 2024

Usha Gupta

Directorships in Other Companies:

DIN: 07048394

Designation: Non- Independent- Non- Executive Director

Nil

Age: 71 Years

Date of Birth: February 11, 1955

Designated Partner/ Partner in LLP

Name, DIN, Designation, Age, Date of Birth, Father Name, PAN, Nationality, Address, Experience, Occupation, Qualification, Current Term and Date of Appointment

Other Directorships

Father Name: Maheshbhai Batukbhai Varsani

PAN: ACMPG9881B Nationality: Indian

Nil

Address 357, Second Floor, Sector-1, Vaishali, I.E. Sahibabad, Ghaziabad, Uttar Pradesh- 201010

Experience: More than 07 Years

Occupation: Business

Qualification: Master of Arts in Psychology from Agra University

Current Term: Not Applicable Date of Appointment: March 27, 2019

Prachi Gupta DIN: 08237377

Directorships in Other Companies:

Designation: Non- Executive- Independent Director

1. Om Metallogic Limited

Age: 28 Years

2. Stellaris Specialities India

Date of Birth: January 03, 1998

Limited

Father Name: Mr. Pradeep Kumar Gupta PAN: CFPPG1421M

Designated Partner/ Partner in LLP

IDDB Reg. No.: IDDB-NR-202508-065452

Nil

Nationality: Indian

Address: 281, New Friends Colony, Moh Hundal Khel, Shahjahanpur, Uttar Pradesh- 242001

Experience: More than 02 Years

Occupation: Business

Qualification: Bachelor of Commerce from Rohilkhand University and Qualified Company Secretary from Institute of Company Secretaries of India

Current Term: For a period of 5 years w.e.f. December 31, 2025 Date of Appointment: December 31, 2025

Pratibha Sabharwal DIN: 10777848

Directorships in Other Companies:

Designation: Non- Executive- Independent Director

1. InfraPrime Logistics

Age: 37 Years

Technologies Limited

Date of Birth: September 14, 1988 Father Name: Mr. Rakesh Sabharwal

2. Next Mediaworks Limited

PAN: CFVPS1399G IDDB Reg. No.: IDDB-NR-202408-062012

Designated Partner/ Partner in LLP

Nationality: Indian

Nil

Address: House No. 33, Block H, Mohan Garden, Near Malik Chowk Rama Park Road, Mohan Garden, West Delhi, Delhi- 110059

Experience: More than 09 Years

Occupation: Business Qualification: Institute of Company Secretary and Bachelor of Laws

from Chaudhary Charan Singh University Current Term: For a period of 5 years w.e.f. September 30, 2025 Date of Appointment: November 22, 2024

Mr. Nishant Raj Gupta, aged 39 years, is the Promoter, Chairman and Managing Director of our Company. He
holds a Bachelor of Commerce degree from University of Delhi and a Master of Commerce degree from Manav
Bharati University. Mr. Gupta is an entrepreneur with extensive experience in business management, strategic
planning and corporate leadership. Since the inception of the Company, he has been instrumental in formulating
its vision, mission, and long-term growth strategies. He has played a pivotal role in overseeing the Companys
operations, including business development, product innovation and marketing initiatives. He possesses strong
expertise in operational management, which has contributed significantly to the Companys growth and market
expansion. As the Managing Director and Chairman, Mr. Gupta is responsible for providing strategic direction to
the Company, driving business growth initiatives, identifying new opportunities, and overseeing the overall
management and performance of the Companys operations.

Ms. Khushboo Varshney, aged 36 years, is the Promoter and Executive Director of our Company. She holds a
Bachelor of Commerce degree and has over 2 years of experience in business operations and management. She
has been actively involved in the growth and development of the Companys business and contributes towards
its operational management and strategic initiatives. As an Executive Director, she plays a key role in supporting
the Companys day-to-day operations, business development activities, and execution of growth strategies,
thereby contributing to the overall progress and expansion of the Company.

Ms. Usha Gupta, aged 71 years, is the Promoter and Non-Executive Director of our Company. She holds a Master
of Arts degree and has over 7 years of experience in the food and nutrition sector.Ms. Gupta has been instrumental
in shaping the foundational vision of the Company with a focus on health-oriented food products and nutritional
innovation. She possesses practical expertise in nutrition planning, recipe development, and food product
conceptualization, with a particular emphasis on promoting health and well-being through wholesome food
choices. She has played a key role in the development of the Companys initial product concepts and has
contributed towards product innovation by integrating traditional culinary knowledge with evolving nutritional
requirements. Her insights and guidance continue to support the Companys commitment to developing health-
focused food products and strengthening its long-term vision. As a Non-Executive Director, Ms. Gupta provides
strategic guidance to the Board and contributes her experience in product conceptualization, consumer
preferences, and nutrition-oriented business initiatives, thereby supporting the Companys growth and overall
strategic objectives.

Ms. Prachi Gupta, aged 28 years, is a Non-Executive Independent Director of our Company. She holds a Bachelor
of Commerce degree and is a qualified Company Secretary. She has over 2 years of experience in the field of
corporate laws, secretarial compliance, and corporate governance. Ms. Gupta is currently associated with a listed
company as a Company Secretary and has experience in handling secretarial and compliance-related matters,
including corporate governance, regulatory filings, board and committee processes, and compliance with applicable
corporate and securities laws. As an Independent Director, she contributes her expertise in corporate governance,
regulatory compliance, and secretarial practices. She assists the Board in ensuring adherence to applicable legal and
regulatory requirements, strengthening governance standards, and promoting transparency and accountability in
the Companys operations. Her professional knowledge supports the Company in maintaining robust compliance
frameworks and adopting best governance practices.

Ms. Pratibha Sabharwal, aged 37 years, is a Non-Executive Independent Director of our Company. She is a
qualified Company Secretary and holds a Bachelor of Laws (LL.B.) degree. She has over 9 years of professional
experience in the areas of corporate laws, regulatory compliance, corporate governance, and legal advisory services.
Further, she is also a certified POSH (Prevention of Sexual Harassment) Trainer. As an Independent Director, Ms.
Sabharwal contributes her expertise in corporate governance, legal and regulatory compliance, risk management,
and stakeholder relations. She provides valuable guidance to the Board on governance best practices, regulatory
developments, and compliance frameworks, thereby supporting the Company in maintaining high standards of
transparency, accountability, and sustainable business practices.

Confirmations

As on the date of this Draft Prospectus:

149 I Page

a) None of our Directors is or was a Director of any listed Company during the five years preceding the date of
filing of this Draft Prospectus, whose shares have been or were suspended from being traded on any of the
stock exchanges, during the term of his/ her directorship in such Company.

b) None of our Directors is or was a director of any listed company which has been or was delisted from any Stock
Exchange during the tenure of their directorship in such Company.

c) None of our Directors are categorized as a willful defaulter or fraudulent borrower, as defined under
Regulation 2(1)(III) of SEBI (ICDR) Regulations, 2018.

d) None of our Directors are declared as "Fugitive Economic Offender" as defined in Regulation 2(1) (p) of the
SEBI (ICDR) Regulations, 2018 and under Section 12 of the Fugitive Economic Offenders Act, 2018.

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

Nature of any family relationship between our Directors and Key Managerial Personnel (KMP)

The Directors and KMPs of our Company are related to each other within the meaning of section 2 (77) of the

Companies Act, 2013. Details of which are as follows:

Sr. No.

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

1.

Nishant Raj Gupta Spouse of Khushbu Varshney and Son of Usha Gupta

Arrangements or Understanding with major Shareholders, Customers, Suppliers or Others:

None of our Key Managerial Personnel or Directors have been appointed pursuant to any arrangement or
understanding with our major shareholders, customers, suppliers or others, pursuant to which any of our Directors
were selected as Directors or members of the Senior Management.

Service Contracts:

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

Details of Borrowing Powers of Directors

Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on February
11, 2026 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies
Act, 2013 and rules made thereunder, the Board of Directors of the Company have been authorized to borrow
monies from time to time, any sum or sums of money on such security and on such terms and conditions as the
Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed
by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart
from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the
outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of Rs. 75
crores (Rupees Seventy-Five Crores Only).

For further details of the provisions of our Articles of Association regarding borrowing powers, please refer to the
section titled "Main Provision ofArticles ofAssociation" beginning on page no 314 of this Draft Prospectus.

REMUNERATION/ COMPENSATION PAID TO MANAGING DIRECTOR

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

(including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 2013, for the
time being in force).

Mr. Nishant Raj Gupta: Chairperson & Managing Director

Pursuant to the resolutions passed by our Board on October 16, 2024 and respectively, Mr. Nishant Raj Gupta was
re-designated as Managing Director for a period of 5 (five) Years with effect from October 16, 2024 and the details
of remuneration are as follows:

Particulars

Terms of Appointment

5 years effective from October 16, 2024

Salary

Upto Rs. 30 Lakhs per annum (including Retirals, Variable pay as per the policy of
the Company, Perquisites, Allowances and Other benefits)

Perquisites

Perquisites include but not limited to expenses pertaining to medical
reimbursements as per policy of the Company. Leave Travel Concession as per
policy of the Company, conveyance reimbursements, personal accident
insurance, term policy, life insurance policy premium, usage of Company car(s)
with driver, telephone/internet expenses and other utilities, membership fees of
industry associations and/or clubs.

Compensation paid from April
01, 2024 to March 31, 2025

Rs. 13.50 Lacs

Payment or benefits to Executive Directors

The remuneration/ compensation paid to our Executive Director in Financial year 2024-25 is as follows:

Particulars

Salary

Rs. 7.20 lacs

Compensation paid from April 01, 2024 to March 31, 2025

Rs. 5.25 Lacs

Bonus or Profit-Sharing Plan for our Directors:

Our Company does not have any bonus or profit-sharing plan for our Directors.

Sitting Fees:

Pursuant to the provision of section 197 of the Companies Act, 2013 read with the rule 4 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the remuneration payable in terms of sitting fees to the
Directors (including Independent Directors) of the Company such sum as may be decided by our Board of Directors,
which shall not exceed Rs.1.00 Lakh (Rupees One lakh only) per meeting of the Board or a Committee thereof.

Our Board of Directors have resolved and approved in their meeting dated December 31, 2025 for the payment of
an amount not exceeding Rs. 1,00,000 (Rupees One Lakh only) as sitting fees to all Non-executive Directors
(including Independent Directors) for attending each such meeting of the Board or Committee thereof.

During the Financial Year 2024-25, our Company has paid following sitting fees to the Non-Executive Directors for
attending any of the Board or Committee Meetings.

(Rs. In lakhs)

Sr. No

Name of Directors Designation Sitting Fees

1

Devesh Arora* Non- Executive- Independent Director 0.45

2

Pratibha Sabharwal Non- Executive- Independent Director 0.45

*Resigned w.e.f August 30, 2025.

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

Sr. No.

Name of Directors No. of Shares Held Holding in %

1.

Nishant Raj Gupta 22,44,000 46.79

2.

Khushbu Varshney 3,52,000 7.34

3.

Usha Gupta 10,78,000 22.48

Total

36,74,000 76.61%

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

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

All the Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses
payable to them under the Articles, and to the extent of remuneration paid to them for services rendered as an
officer or employee of the Company. For further details, please refer to Chapter titled "Our Management" beginning
on page no 147 of this Draft Prospectus.

Our Directors may also be regarded as interested to the extent of their shareholding and dividend payable thereon,
if any, and to the extent of Equity Shares, if any held by them in our Company or held by their relatives. Further
our Directors are also interested to the extent of unsecured loans, if any, given by them to our Company or by their
relatives or by the companies/ firms in which they are interested as directors/Members/Partners. Further our
Directors are also interested to the extent of loans, if any, taken by them or their relatives or taken by the companies/
firms in which they are interested as Directors/Members/Partners and for the details of Personal Guarantee given
by the Directors towards Financial facilities of our Company please refer to "Statement of Financial Indebtedness"
on page no 224 of this Draft Prospectus.

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

Except as stated in this section "Our Management" or the section titled "Restated Financial Statement-Note -29 -
Related Party Disclosure"
beginning on page no 147 and 173 respectively of this Draft Prospectus, and except to
the extent of shareholding in our Company, our Directors do not have any other interest in our business.

Interest in the property of Our Company:

Except as mentioned in the chapter titled "Our Business- Details of Immovable Property" beginning on page no.
117. Our Directors do not have any other interest in any property acquired by our Company during the preceding
three years before filing of this Draft Prospectus or proposed to be acquired by our Company as on date of Draft
Prospectus.

Further, except as mentioned in the chapter titled "Our Business" beginning on page no 117 of this Draft Prospectus
our Directors does not have any interest in any transactions in the acquisition of land, construction of any building
or supply of any machinery.

Business Interest

Except as stated in the chapter titled "Restated Financial Statements" beginning on page 173 of this Draft
Prospectus, Our Directors are not interested as member of a firm or company, and no sum has been paid or agreed
to be paid to him or to such firm or company in cash or shares or otherwise by any person either to induce such
person to become, or qualify him as a director, or otherwise for services rendered by him or by such firm or
Company in connection with the promotion or formation of our Company.

Change in Board of Directors in last 3 years

Sr. No.

Name of Director

Date of Appointment/ Re-
appointment/ Change in
designation/ Cessation

Reasons for change

1.

Khushbu Varshney

May 27, 2024

Appointed as Director of the Company

2.

Usha Gupta

October 09, 2024

Re-designated as a Non- Executive - Non-
Independent Director of the Company

3.

Nishant Raj Gupta

October 22, 2024

Re-Designated as Managing Director

4.

Devesh Arora

November 22, 2024

Appointed as Additional Non- Executive-
Independent Director of the Company

5.

Pratibha Sabharwal

November 22, 2024

Appointed as Additional Non- Executive-
Independent Director of the Company

6.

Devesh Arora

August 30, 2025

Resigned as Additional Non- Executive-
Independent Director of the Company

7.

Pratibha Sabharwal

September 30 2025

Regularised as Non- Executive-Independent
Director of the Company

8.

Prachi Gupta

December 31, 2025

Appointed as Non- Executive-Independent
Director of the Company

COMPLIANCE WITH CORPORATE GOVERNANCE

In terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, as on date of this Draft
Prospectus, the requirement specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A 27 and clauses
(b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015
are not applicable to our Company. However, our Company has complied with the corporate governance requirement
as per the provisions of in terms of the Companies Act, 2013. Our Board has constituted following committees in

153 I Page

ORGANISATION STRUCTURE

The following chart depicts our Management Organization Structure: -

accordance with the requirements of the Companies Act and SEBI Listing Regulations. Our Board functions either on
its own or through committees constituted thereof, to oversee specific operational areas.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

Details of the Committees as on the date of this Draft Prospectus are set forth below:

a. Audit Committee

Our Company at its Board Meeting held on January 19, 2026 has constituted the Audit Committee ("Audit
Committee")
in compliance with the provisions of the Section 177 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meeting of board and its Power) Rules, 2014. The Audit Committee comprises of following members:

Name of the Director

Status in the Committee Nature of Directorship

Prachi Gupta

Chairperson Non- Executive- Independent Director

Pratibha Sabharwal

Member Non- Executive- Independent Director

Usha Gupta

Member Non- Executive- Non-Independent Director

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

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

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees;

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval,
with particular reference to:

i) 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;

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

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

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

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

vi) Disclosure of any related party transactions;

vii) Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly 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/notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in
this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

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

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

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

13. 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;

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

15. 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;

16. 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;

17. 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;

18. To review the functioning of the Whistle Blower mechanism;

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

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

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting
Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act, the said audit
committee shall have such additional functions / features as is contained in this clause.

The Audit Committee enjoys following powers:

i) To investigate any activity within its terms of reference.

ii) To seek information from any employee.

iii) To obtain outside legal or other professional advice.

iv) To secure attendance of outsiders with relevant expertise if it considers necessary.

The Audit Committee shall mandatorily review the following information:

i) Management discussion and analysis of financial condition and results of operations;

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

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

iv) Internal audit reports relating to internal control weaknesses; and

v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by
the Audit Committee.

vi) statement of deviations: (a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of
Regulation 32(1) of the SEBI ICDR Regulations. (b) annual statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR
Regulations.

21. 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 Chairperson of the committee has to attend the Annual
General Meetings of the Company to provide clarifications on matters relating to the audit.

The Chairperson of the committee has to attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.

Meeting of Audit Committee and Relevant Quorum

The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall
elapse between two meetings. The quorum for audit committee meeting shall either be two members or one third of
the members of the audit committee, whichever is greater, with at least two independent directors.

b. Nomination and Remuneration Committee

Our Company at its Board Meeting held on January 19, 2026, has constituted the Nomination and Remuneration
Committee ("NRC Committee") in compliance with the provisions of Section 178 and all other applicable provisions
of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014.The
Nomination and Remuneration Committee comprises of following members:

Name of the Director

Status in the Committee Nature of Directorship

Pratibha Sabharwal

Chairperson Non- Executive- Independent Director

Prachi Gupta

Member Non- Executive- Independent Director

Usha Gupta

Member Non- Executive-Non- Independent Director

The Company Secretary of our Company acts as the Secretary to the Committee.

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

1. formulation of 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:

i) use the services of an external agencies, if required;

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

iii) consider the time commitments of the candidates.

3. formulation of criteria for evaluation of Independent Directors and the Board;

4. devising a policy on Board diversity;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal;

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

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

c. Stakeholders Relationship Committee

Our Company at its Board Meeting held on January 31, 2026, has approved the constitution of the Stakeholders
Relationship Committee ("SRC Committee") in compliance with the provisions of the Section 178(5) and all other
applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.

Name of the Director

Status in the Committee Nature of Directorship

Prachi Gupta

Chairperson Non- Executive- Independent Director

Pratibha Sabharwal

Member Non- Executive- Independent Director

Usha Gupta

Member Non- Executive- Non- Independent Director

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

This committee will address all grievances of Shareholders/Investors and its terms of reference include the

following:

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

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

3. review of adherence to the service standards adopted by the Company in respect of various services rendered
by the registrar and share transfer agent;

4. 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

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

6. approve, register, refuse to register transfer or transmission of shares and other securities;

7. sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

8. allotment and listing of shares;

9. authorise affixation of common seal of the Company;

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

11. approve the transmission of shares or other securities arising as a result of death of the sole/any joint
shareholder;

12. dematerialize or rematerialize the issued shares;

13. ensure proper and timely attendance and redressal of investor queries and grievances;

14. carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing
agreements (if applicable), as and when amended from time to time; and

15. further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s),
professional(s), or agent(s).

Meeting of Stakeholders Relationship Committee and Relevant Quorum

The stakeholders Relationship committee shall meet once in a year. The quorum for a meeting of the Stakeholders
Relationship Committee shall be two members present.

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

The provisions of Regulation 8 and 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable
to our Company immediately upon the listing of its Equity Shares on the Stock Exchange. Our Company shall comply
with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of our Equity Shares
on stock exchange.

Further, Board of Directors have approved and adopted at their meeting held on January 19, 2026 the policy on
insider trading in view of the proposed public issue. Our Board is responsible for setting forth policies, procedures,
monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of
the code of conduct under the overall supervision of the board.

Policy for determination of Materiality and Materiality of Related Party Transactions and on dealing with Related
Party Transactions

The provisions of the SEBI (LODR) Regulations will be applicable to our Company immediately upon the listing of
Equity Shares of our Company. The Board of Directors at their meeting held on January 19, 2026 has approved and
adopted the policy for determination of materiality and determination of materiality of related party transactions
and on dealing with related party transactions.

KEY MANAGERIAL PERSONNEL

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

Name, Designation & Educational
Qualification & Term of office

Age (Years)

Date of
Appointment

Compensation
paid for F.Y.
ended 2024-25
(in Rs. Lakhs)

Overall experience (in years)

Previous Employment

Nishant Raj Gupta
Designation:
Managing Director
Educational Qualification: Term of office: 5 years w.e.f. October 16,
2024

39

August 29,
2018

13.50

10+

Not Applicable

Debal Pratim Sur Designation: Chief Financial Officer
Education Qualifications: Bachelor of
Commerce from University of Delhi Term of Office: w.e.f January 01, 2026

59

January 01,
2026

25+

Ajay kumar singh
& Co. Cost accountants

Name, Designation & Educational
Qualification & Term of office

Age (Years)

Date of
Appointment

Compensation
paid for F.Y.
ended 2024-25
(in Rs. Lakhs)

Overall experience (in years)

Previous Employment

Satish Joshi Designation: Company Secretary &
Compliance Officer Membership No: A- 30167 Educational Qualification: Bachelor of
Commerce from University of Delhi and
Company Secretary from Institute of
Company Secretaries of India Term of office: w.e.f. February 02, 2026

38

February
02, 2026

2+

Fiitjee Limited

BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL

1. Mr. Nishant Raj Gupta - For details, please refer to section "Brief Profile of our Directors" beginning on page
no. 147 of this Draft Prospectus.

2. Mr. Debal Pratim Sur, aged 59 years, is the Chief Financial Offer of our Company. He holds a Bachelors degree
Bachelor of Commerce from University of Delhi. Also, he has passed the Intermediate Examination of Institute
of Chartered Accountant of India ("ICAI") and Institute of Cost Accountants of India ("ICMAI"). He has an over
25 years of experience in the Financial and ancillary activities. He is associated with our Company since January
01, 2026. With his academic background in commerce and proven capabilities in administration, finance,
coordination, and team support, he plays a vital role in enhancing organizational efficiency and supporting the
Companys growth objectives.

3. Mr. Satish Joshi, 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 and has over 2 years of experience in the fields
of corporate governance, secretarial compliance, and legal affairs. Mr. Joshi possesses knowledge of corporate
laws, regulatory compliance, and governance practices. He has experience in managing secretarial functions,
ensuring adherence to statutory requirements, and supporting organizations in maintaining effective compliance
frameworks. As the Company Secretary and Compliance Officer, he is responsible for overseeing the Companys
compliance with applicable corporate and securities laws, facilitating Board and Committee processes, ensuring
timely regulatory filings and disclosures, and advising the management on governance and compliance matters.
He plays an important role in strengthening the Companys governance framework and promoting transparency,
accountability, and regulatory adherence across its operations.

SENIOR MANAGEMENT PERSONNEL

Our Company is supported by a team of professionals having exposure to various operational aspects of our

business. A brief detail about the Senior Management Personnel of our Company is provided below:

Name, Designation & Educational Qualification
& Term of office

Age (Years)

Date of
Appointment
Overall
experience
(in years)
Previous Employment

Amit Sharma

30 April 01, 2026 5+ Hero Fincorp

Designation: Marketing Head

Limited

Educational Qualification: Master of Commerce
from Maharaja Agrasen Himalayan Garhwal

Name, Designation & Educational Qualification
& Term of office

Age (Years)

Date of
Appointment
Overall
experience
(in years)
Previous Employment

University and Bachelor of Commerce from
University of Delhi

Term of office: w.e.f April 01, 2026

The brief profile of our Senior Management Personnel (SMP) are as follows:

1. Mr. Amit Sharma, aged 30 years, is the Marketing Head (Senior Management Personnel) of our Company. He
holds a Master of Commerce degree from Maharaja Agrasen Himalayan Garhwal University and a Bachelor of
Commerce degree from the School of Open Learning, University of Delhi. He has over 5 years of experience. He
has been associated with our Company since 2024. As the Marketing Head, he is responsible for formulating and
implementing marketing strategies, brand management, market development, customer engagement and
management of the dealer network. He also plays a key role in strengthening customer relationships, expanding
market reach and supporting the overall growth objectives of our Company.

We confirm that:

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

b. None of our KMPs / SMPs except Mr. Nishant Raj Gupta, Managing Director and Chairperson is also part of the
Board of Directors.

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

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

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

f. that no material clause of Article of Association has been left out from disclosure having bearing on the
IPO/disclosure.

g. that there are no findings/observations of any of the inspections by SEBI or any other regulator which are material
and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other
than the ones which have already disclosed in the Issue document.

h. there is no conflict of interest between the lessor of the immovable properties, (crucial for operations of the
company) and the company, Promoter, Promoter Group, Key Managerial Personnel, Senior Management
Personnel, Directors and subsidiaries / Group Company and its directors, the same should be disclosed at all the
relevant sections of the Issue document. However, in case any such conflict of interest arises, the same shall be
disclosed at the relevant sections of the Issue Document.

i. There is no conflict of interest between the suppliers of raw materials and third- party service providers (crucial
for operations of the company) and the company, Promoter, Promoter Group, Key Managerial Personnel, Senior
Management Personnel, Directors and subsidiaries / Group Company and its directors, the same shall be disclosed
at all the relevant sections of the Issue document. However, in case any such conflict of interest arises, the same
shall be disclosed at the relevant sections of the Issue Document.

j. there are no agreements/ arrangements and clauses / covenants which are material and which needs to be
disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have
already disclosed in the Issue document.

k. Presently, we do not have Employee Stock Option Plan/ Employee Stock Purchase Scheme for our employees.

Arrangement and understanding with Major Shareholders/Customers/ Suppliers

None of the above Key Managerial Personnel/ Senior Management Personnel have been selected pursuant to any
arrangement/understanding with major shareholders/ customers/ suppliers.

There are no agreements/ arrangements and clauses / covenants which are material and which needs to be disclosed
or non-disclosure of which may have bearing on the investment decision, other than the ones which have already
disclosed in the offer document.

Payment of benefits to KMP & SMP of our Company (non- salary related)

Except as disclosed in this Draft Prospectus and any statutory payments made by our Company to its KMP and SMP,
our Company has not paid any sum, any non-salary related amount or benefit to any of its KMP and SMP or to its
Employees including amounts towards super-annuation, ex-gratia/rewards.

Except statutory benefits upon termination of their employment in our Company or superannuation, no KMP and
SMP are entitled to any benefit upon termination of employment or superannuation.

Contributions are made by our Company towards Provident Fund, Gratuity Fund and Employee State Insurance.
Nature of family relationship between KMPs and SMP

None of our KMPs and SMP are related to each other.

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

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

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

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

Sr. No.

Name Date of Appointment/ Re-
appointment/ Change in
designation,/ Cessation
Reasons for change

1.

Ashish Gautam November 22, 2024 Appointed as Chief Financial Officer of the Company

2.

Sarvagya Goel December 11, 2024 Appointed as Company Secretary of the Company

3.

Sarvagya Goel January 15, 2025 Resigned as Company Secretary of the Company

4.

Ashish Gautam October 27, 2025 Resigned as Chief Financial Officer of the Company

5.

Debal Pratim Sur January 01, 2026 Appointed as Chief Financial Officer of the Company

6.

Satish Joshi February 02, 2026 Appointed as Company Secretary of the Company

7.

Amit Sharma April 01, 2026 Appointed as Senior Management Personnel of the
Company

ATTRITION/ TURNOVER OF KMP AND SMP

Attrition rate is not high compare to the industry.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

None of the Key Managerial Personnel or Senior Management Personnel in our Company hold any shares of our
Company as on the date of filing of this Draft Prospectus except as under:

Sr. No.

Name of KMPs No. of Shares held

1.

Nishant Raj Gupta 22,44,000

2.

Debal Pratim Sur Nil

3.

Satish Joshi Nil
Total 22,44,000

INTEREST OF OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

All the KMP and SMP may be deemed to be interested to the extent of remuneration and reimbursement of expenses
payable to them under the Articles, and to the extent of remuneration paid to them for services rendered as an officer
or employee of the Company. For further details, please refer to Chapter titled "Our Management" beginning on page
no 147 of this Draft Prospectus.

Our KMP and SMP may also be regarded as interested to the extent of their shareholding and dividend payable
thereon, if any, and to the extent of Equity Shares, if any held by them in our Company or held by their relatives.
Further our KMP and SMP are also interested to the extent of unsecured loans, if any, given by them to our Company
or by their relatives or by the companies/ firms in which they are interested as directors/Members/Partners. Further
our KMP and SMP may also be interested to the extent of loans, if any, taken by them or their relatives or taken by the
companies/ firms in which they are interested as Directors/ Members/ Partners and for the details of Personal
Guarantee given by the KMP and SMP towards Financial facilities of our Company please refer to "Statement of
Financial Indebtedness"
on page no 224 of this Draft Prospectus.

Except as stated in this section "Our Management" or the section titled "Restated Financial Statement-Note -29-
Related Party Disclosure"
beginning on page no 147 and 173 respectively of this Draft Prospectus, and except to the
extent of shareholding in our Company, our KMP & SMP do not have any other interest in our business.

Interest in the property of Our Company:

Except as mentioned in the chapter titled "Our Business- Details of Immovable Property" beginning on page no. 117.
Our KMP and SMP do not have any other interest in any property acquired by our Company during the preceding
three years before filing of this Draft Prospectus or proposed to be acquired by our Company as on date of Draft
Prospectus.

Further, except as mentioned in the chapter titled "Our Business" beginning on page no 117 of this Draft Prospectus
our Directors does not have any interest in any transactions in the acquisition of land, construction of any building or
supply of any machinery.

Business Interest

Except as stated in the chapter titled "Restated Financial Statements" beginning on page 173 of this Draft Prospectus,
Our KMP are not interested as member of a firm or company, and no sum has been paid or agreed to be paid to him
or to such firm or company in cash or shares or otherwise by any person either to induce such person to become, or
qualify him as a director, or otherwise for services rendered by him or by such firm or Company in connection with
the promotion or formation of our Company

OUR PROMOTERS AND PROMOTER GROUP

Our Promoters:

The promoters of our Company are Mr. Nishant Raj Gupta, Ms. Khusbu Varshney, Ms. Usha Gupta and Mr. Rakesh
Gupta.

As on the date of this Draft Prospectus, our Promoters collectively holds 42,90,000 Equity shares of our Company,
representing 89.45% of the pre-issued, subscribed and paid-up Equity Share capital of our Company. For details
relating to holding of our Promoters, please refer to chapter titled "Capital Structure" beginning on page 66 of this
Draft Prospectus.

I. The details of our Promoters are as under:

*Nishant Raj Gupta - Chairperson & Managing Director

Qualification

Bachelor of Commerce from University of Delhi and Master of Commerce from Manav Bharati University

Date of Birth

June 20, 1986

Age

39 years

Experience

More than 10 years

Nationality

Indian

PAN:

APKPG6746G

Residential Address:

Flat No -SC-3-103 1st Floor Tower-3, Sea Court Apartment Land-1, Jaypee Greens, Greater Noida, PO: Bisrakh, DIST: Gautam Buddha Nagar, Uttar Pradesh - 201306

No. of Equity Shares & % of Shareholding (Pre Issue)-

22,44,000 Equity Shares aggregating to 46.79 % of Pre Issue Paid up Share Capital of the Company.

Other Ventures

Directorships in Other Companies:

ml

Nil
?

Designated Partner/ Partner in LLP:

Nil

HUF:

Nil

Sole Proprietor:

Nil

*Khusbu Varshney - Executive Director

Qualification

Bachelor of Commerce from University of Jammu

Date of Birth

July 16, 1989

Age

36 years

Experience

More than 02 years

q&t roous Limited - Draft prospectus

Khusbu Varshney - Executive Director

Nationality

Indian

i PAN:

AIXPV8666J

Residential Address:

60/19 Gopalpuri, Maa Maya Hospital, Koil, Aligarh, Uttar Pradesh- 202001

No. of Equity Shares & % of 1 Shareholding

(Pre Issue)-

3,52,000 Equity Shares aggregating to 7.34 % of Pre Issue Paid up Share Capital of the Company.
^ Other Ventures

Directorships in Other Companies: Nil Designated Partner/ Partner in LLP: Nil HUF: Nil Sole Proprietor: Nil

*Usha Guj 5ta - Non- Independei

it- Non- Executive Director

Qualification

Master of Arts in Psychology from Agra University

Date of Birth

February 11, 1955

Age

71 years

Experience

More than 07 years

Nationality

Indian

PAN:

ACMPG9881B

Residential Address:

357, Second Floor, Sector-1, Vaishali, I.E. Sahibabad, Ghaziabad, Uttar Pradesh- 201010

No. of Equity Shares & % of Shareholding (Pre Issue)-

10,78,000 Equity Shares aggregating to 22.48% of Pre Issue Paid up Share Capital of the Company.

*Usha Gupta - Non- Independent- Non- Executive Director

Other Ventures

Directorships in Other Companies:

Nil Designated Partner/ Partner in LLP:
Nil

HUF:

Nil

Sole Proprietor:

Nil

Rakesh Gupta-

Promoter 1

Brief Profile s ^ T i

Mr. Rakesh Gupta, aged 70 years, is one of the Promoters of our Company. He holds a Master of Arts degree in Psychology and a Bachelor of Laws (LL.B.) degree from Agra University. He has over 7 years of overall experience. Mr. Gupta has been associated with the Company since its inception and has provided valuable support in its growth and development. While he is not involved in the day- to-day operations of the Company and does not hold any position on the Board of Directors, he continues to contribute to the Companys long-term vision and strategic objectives in his capacity as a Promoter. His
Companys efforts towards sustainable growth and value creation for its stakeholders.

Qualification mRif

Master of Arts in Psychology from Agra University and Bachelor of Laws (LL.B.) from Agra University

Date of Birth

August 12, 1955

Age

70 years

Experience

More than 07 years

Nationality

Indian

PAN:

AEKPG9369J

Residential Address:

357, Second Floor, Sector-1, Vaishali, I.E. Sahibabad, Ghaziabad, Uttar Pradesh- 201010

No. of Equity Shares & % of Shareholding (Pre Issue)-

6,16,000 Equity Shares aggregating to 12.84% of Pre Issue Paid up Share Capital of the Company.

Rakesh Gupta-

Promoter

Other Ventures

Directorships in Other Companies:

Nil

Designated Partner/ Partner in LLP:

Nil

HUF:

Nil

Sole Proprietor:

Nil

*For brief profile of our Promoters, please refer to Chapter titled JOur Management" beginning on page 147 of this Draft

Prospectus.

II. CONFIRMATIONS / DECLARATION

In relation to our Individual Promoters, our Company confirms that the PAN, Bank Account Numbers, Passport

Number, Aadhaar Card Number and Driving License number shall be submitted to the Stock Exchange at the time

of filing of the Draft Prospectus.

Undertaking/ Confirmations

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

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

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

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

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

5. The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group
company and Company promoted by the Promoters are disclosed in chapter titled "Outstanding Litigations
and Material Developments"
beginning on page no 239 of this Draft Prospectus;

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

7. Identified as wilful defaulters or fraudulent borrowers by the RBI or any other governmental authority;

8. Declared as a fugitive economic offender under the provisions of section 12 of the Fugitive Economic Offenders
Act, 2018.

III. CHANGE IN CONTROL OF OUR COMPANY IN LAST 5 YEARS

There has been no change in the control of our Company since incorporation of the Company.

IV. EXPERIENCE OF OUR PROMOTERS IN THE LINE OF BUSINESS OF OUR COMPANY

Our Promoters have experience in the line of business of our Company. For details in relation to experience of our
Promoter in the business of our Company, please refer the chapter "Our Management" beginning on page 147 of
this Draft Prospectus.

V. INTEREST OF OUR PROMOTERS

Our Promoters do not have any interest in our Company except to the extent of compensation payable / paid and
to the extent of any Equity shares held by him or his relatives and associates or held by the companies, firms and
trusts in which he is interested as director, member, partner, and / or trustee, and to the extent of benefits arising
out of such shareholding. For further details please see the chapters titled "Capital Structure","Restated Financial
Statements"
and "Our Management" beginning on pages 67, 173 and 147 of this Draft Prospectus.

Except as stated in the Draft Prospectus, Our Company has not entered into any contract, agreements or
arrangements in which our Promoters are directly or indirectly interested and no payments have been made to it
in respect of the contracts, agreements or arrangements which are proposed to be made with it. For further details
please see the chapters titled "Restated Financial Statements" beginning on page 173 of this Draft Prospectus.

a) Interest of Promoters in the Promotion of our Company

Our Company is currently promoted by the Promoters in order to carry on its present business. Our Promoters are
interested in our Company to the extent of their shareholding and directorship in our Company and the dividend
declared, if any, by our Company.

b) Interest of Promoters in property of our Company

Except as mentioned in the chapter titled "Our Business- Details of Immovable Property" beginning on page 117 of
this Draft Prospectus.Our Promoters do not have any other interest in any property acquired by our Company
during the preceding three years before filing of this Draft Prospectus or proposed to be acquired by our Company
as on date of Draft Prospectus.

Further, except as mentioned in the chapter titled "Our Business" beginning on page no 99 of this Draft Prospectus
our Promoters does not have any interest in any transactions in the acquisition of land, construction of any building
or supply of any machinery.

c) Business Interests

Except as stated in the chapter titled "Restated Financial Statements" beginning on page 173 of this Draft
Prospectus, Our Promoters are not interested as member of a firm or company, and no sum has been paid or agreed
to be paid to him or to such firm or company in cash or shares or otherwise by any person either to induce such
person to become, or qualify him as a director, or otherwise for services rendered by him or by such firm or
Company in connection with the promotion or formation of our Company.

VI. INTEREST IN OUR COMPANY OTHER THAN AS PROMOTERS

Except as mentioned in this chapter and chapters titled "Our Business", "History and Certain Corporate Matters",
"
Our Management"
and "Restated Financial Statements" beginning on pages 117, 129, 147 and 173, respectively,
our Promoters do not have any other interest in our Company.

VII. PAYMENT OF AMOUNTS OR BENEFITS TO THE PROMOTERS OR PROMOTER GROUP DURING
THE LAST TWO YEARS

Except as stated in the chapter titled "Restated Financial Statements" beginning on page 173 of this Draft
Prospectus, there has been no payment of benefits to our Promoters or Promoter Group during the two years
preceding the date of this Draft Prospectus.

VIII. MATERIAL GUARANTEES

Except as stated in the "Restated Financial Statements" and "Statement of Financial Indebtedness" beginning on
page 173 and 224 of this Draft Prospectus, 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 Prospectus.

IX. OUR PROMOTER GROUP

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

A. Natural Persons who are Part of the Promoter Group

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

Name of the Promoter

Relationship

Name of the Relative

Father Rakesh Gupta
Mother Usha Gupta
Spouse Khushbu Varshney
Brother Prashant Raj Gupta
Sister NA

Nishant Raj Gupta

Son NA
Daughter Srida Gupta
Spouses Father Yashpal Varshney
Spouses Mother Rachana Varshney
Spouses Brother Vardhan Varshney
Spouses Sister Harshika Varshney

Name of the Promoter

Relationship

Name of the Relative

Father Yashpal Varshney
Mother Rachana Varshney
Spouse Nishant Raj Gupta
Brother Vardhan Varshney
Sister(s) Harshika Varshney

Khushbu Varshney

Son NA
Daughter Srida Gupta
Spouses Father Rakesh Gupta
Spouses Mother Usha Gupta
Spouses Brother Prashant Raj Gupta
Spouses Sister NA

Name of the Promoter

Relationship

Name of the Relative

Father Late Shiv Prashad

Usha Gupta

Mother Late Shakuntala Devi
Spouse Rakesh Gupta

Name of the Promoter

Relationship

Name of the Relative

Brother Late Vinay Kumar Gupta
Sister Mukta Varshney
Son Nishant Raj Gupta and Prashant Raj Gupta
Daughter NA
Spouses Father Late K M Gupta
Spouses Mother Late Chuniya Devi
Spouses Brother Late K L Gupta
Spouses Sister NA

Name of the Promoter

Relationship

Name of the Relative

Father Late K M Gupta
Mother Late Chuniya Devi
Spouse Usha Gupta
Brother Late K L Gupta
Sister NA

Rakesh Gupta

Son Nishant Raj Gupta and Prashant Raj Gupta
Daughter NA
Spouses Father Late Shiv Prashad
Spouses Mother Late Shakuntala Devi
Spouses Brother Late Vinay Kumar Gupta
Spouses Sister Mukta Varshney

B. Entities forming part of the Promoter Group pursuant to Regulation 2(1)(pp)(iv) of the SEBI ICDR
Regulations

As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, the following Companies/Trusts/ Partnership
firms/HUFs or Sole Proprietorships are forming part of our Promoter Group.

Sr. No. Name of Promoter Group Entity/Company

1. Any Body Corporate in which 20% or more of the Equity
Share Capital is held by Promoter or an immediate
relative of the Promoter or a firm or Hindu Undivided
Family (HUF) in which Promoter or any one or more of
his immediate relatives are a member.

Nil

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

Nil

3. 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

C. All persons whose shareholding is aggregated pursuant to Regulation 2(1)(pp)(v) of the SEBI ICDR
Regulations under the heading "shareholding of the promoter group"

Except as stated in the chapter titled "Capital Structure" beginning on page 66 of this Draft Prospectus i.e. Ms.
Roopali Gupta, none of the other persons forms part of promoter group for the purpose of shareholding of the
Promoter Group under Regulation 2(1)(pp)(v) of SEBI (ICDR) Regulations, 2018.

X. SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY

For details of shareholding of members of our Promoter Group as on the date of this Draft Prospectus, please see
the chapter titled "Capital Structure" beginning on page 66 of this Draft Prospectus.

XI. COMPANIES WITH WHICH THE PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE YEARS

Our Promoters have not disassociated themselves from any Companies, firms or entities during the last three years
preceding the date of this Draft Prospectus.

XII. OUTSTANDING LITIGATIONS

There is no outstanding litigation against our Promoters except as disclosed in the section titled "Risk Factors" and
chapter titled "Outstanding Litigations and Material Developments" beginning on pages 22 and 239 respectively
of this Draft Prospectus.

XIII. COMMON PURSUITS OF OUR PROMOTERS

Our Promoters are not involved with any Group companies or Subsidiaries or Associates companies which are in
the same line of activity or business as that of our Company. Further, none of the any Group companies or
Subsidiaries or Associate companies has business interests in our Company.

For further details, please refer related party transactions under chapter titled "RestatedFinancial Statements" on
page no 173 of this Draft Prospectus.

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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.