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 |
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- |
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- |
3. |
Nishant Raj Gupta |
October 22, 2024 |
Re-Designated as Managing Director |
4. |
Devesh Arora |
November 22, 2024 |
Appointed as Additional Non- Executive- |
5. |
Pratibha Sabharwal |
November 22, 2024 |
Appointed as Additional Non- Executive- |
6. |
Devesh Arora |
August 30, 2025 |
Resigned as Additional Non- Executive- |
7. |
Pratibha Sabharwal |
September 30 2025 |
Regularised as Non- Executive-Independent |
8. |
Prachi Gupta |
December 31, 2025 |
Appointed as Non- Executive-Independent |
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 |
A ge (Years) |
Date of |
Compensation |
Overall experience (in years) |
Previous Employment |
|||||
Nishant Raj Gupta |
39 |
August 29, |
13.50 |
10+ |
Not Applicable |
|||||
Debal Pratim Sur Designation: Chief Financial Officer |
59 |
January 01, |
25+ |
Ajay kumar singh |
||||||
Name, Designation & Educational |
A ge (Years) |
Date of |
Compensation |
Overall experience (in years) |
Previous Employment | |||||
Satish Joshi Designation: Company Secretary
& |
38 |
February |
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 |
A ge (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 |
|||||
Name, Designation & Educational Qualification |
A ge (Years) |
Date of Appointment |
Overall experience (in years) |
Previous Employment | |
University and Bachelor of Commerce from |
|||||
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 |
A ge |
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 |
A ge |
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 |
Nil |
2. Any Body Corporate in which a body corporate as |
Nil |
3. Any Hindu Undivided Family or firm in which the |
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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