Repono Ltd

Repono Ltd Directors Report

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Repono Ltd Share Price directors Report

In accordance with our Articles of Association, unless otherwise determined in a General Meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 and not more than 15, at least two thirds of whom shall be liable to retire by rotation other than Independent Directors. Our Company currently has 5 (Five) Directors on our Board out of which 2 (Two) are Executive Directors, 1 (One) is Non-Executive & Non-Independent Director and 2 (Two) Independent Directors.

1. Mr. Dibyendu Deepak	- Managing Director
2. Mr. Sankalpa Bhattacherjee	- Chairman Cum Executive Director
3. Mr. S Gopalakrishnan	- Non-Executive and Non-Independent Director
4. Mr. Lajpat Rai Gupta	- Non-Executive and Independent Director
5. Ms. Dipti Taparia	- Non-Executive and Independent Director

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

Mr. Dibyendu Deepak
Fathers Name	Mr. Janardhan Prasad Verma
DIN	06484282
Date of Birth	16^th September, 1975
Age	49 years
Designation	Managing Director
Status	Executive
Qualification	He has completed Bachelor of Engineering from Nagpur University in the Year 1997 and Post Graduate Diploma in Marketing Management from Lal Bahadur Shastri Institute of Management & Development Studies, Lucknow in the Year of 2001.
No. of Years of Experience	He has over 27 years of experience in the petrochemicals and chemicals/ petroleum industry, including more than 20 years in senior management roles focused on business strategy, development, sales, and marketing. In 2017, he transitioned from a successful corporate career to entrepreneurship. With over seven years of experience at the CEO/COO level, he has demonstrated a strong track record of driving revenue, profit, and business growth, particularly in startup, turnaround, and high-change environments. He plays a vital role in the business development, setting up the operations policies, successful implementation of various policies and procedure in the Company.
Address	903, Bluebay Apartments Plot No-16, Sector-40, Nerul, Navi Mumbai, Thane, Maharashtra 400706
Occupation	Business
Nationality	Indian
Date of	He was appointed as an Executive Director of our Company w.e.f. 12^th September, 2017.
Appointment	Subsequently, his designation was changed from Executive Director to Managing Director of our Company w.e.f. 1^st August, 2024 for the period of 5 (Five) years, not liable to retire by rotation.
Term of	Holds office for a period of 5 years w.e.f. 1^st August, 2024 and not liable to retire by rotation.
Appointment and date of expiration of current term of office.
Other	1. Repono Green Private Limited
Directorships	2. Storeflex Private Limited

Mr. Sankalpa Bhattacherjee
Fathers Name	Mr. Brojen Bhattacherjee
DIN	07557348
Date of Birth	13^th February, 1973
Age	51 Years
Designation	Chairman cum Executive Director
Status	Executive
Qualification	He has completed Bachelor of Engineering (Mechanical) from Assam Engineering College, Gauhati University in the Year 1995 and Master of Business Administration (Financial Management) from Sikkim Manipal University in the Year of 2011
No. of Years of Experience	He is the Chairman and Executive Director at Repono Limited, bringing 27 years of extensive experience in the Oil & Gas industry. He specializes in project management and business development, with expertise in areas such as estimations, proposals, planning, control, procurement, contracts management, construction site management, and general administration, particularly in the EPC of petroleum storage terminals and refineries. In his role as Chairman and Executive Director at Repono Limited, Mr. Bhattacherjee oversees day- to-day operations and strategic business development. He leads engineering and project management efforts, ensuring project execution aligns with Company goals.
Address	A-804, Crystal Court Hiranandini Sec-7, Near Three Star Hotel Kharghar, Navi Mumbai, Kharghar, Raigarh, Maharashtra 410 210
Occupation	Business
Nationality	Indian
Date of	He was appointed as an Executive Director of the Company w.e.f. 6^th February, 2017.
Appointment	Subsequently, he was appointed as the Chairman of the Company w.e.f. 29^th July, 2024, liable to retire by rotation.
Term of Appointment and date of expiration of current term of office	He was appointed as Executive Director w.e.f. 6^th February, 2017 and subsequently was appointed as Chairman of our Company w.e.f. 29^th July, 2024, liable to retire by rotation.
Other	1. Repono Green Private Limited
Directorships	2. Storeflex Private Limited
	3. Newgen Urja Solution Private Limited
Mr. S Gopalakrishnan
Fathers Name	Mr. K G Sivaraman
DIN	01058905
Date of Birth	10^th January, 1969
Age	55 Years
Designation	Non-Executive and Non-Independent
Status	Non-Executive
Qualification	He has passed Senior School Certificate Examination from Central Board of Secondary
	Education in 1985.
No. of Years of Experience	He is a Director in M/s. Portrucks Equipments Private Limited since 05/10/2000. He has been instrumental in building up the Company to one of the leading supplies of port material handling equipment in India. He is taking care of overall management, technology tie ups and business development activities of the Company.
Address	Flat No 1A 1B Block 3, Eden Ramaniyam, 46/1 Velachery Main Road, Velachery, Chennai, Tamil Nadu, India 600 042
Occupation	Business
Nationality	Indian
Date of	He was appointed as an Additional Non-Executive and Non-Independent Director of our
Appointment	Company w.e.f. 2^nd July, 2024. Subsequently, he was regularized as a Non-Executive and
	Non-Independent Director of our Company w.e.f. 20^th August, 2024, liable to retire by rotation.
Term of	He holds office as a Non-Executive and Non-Independent Director w.e.f. 20^th August, 2024,
Appointment and date of expiration of current term of office.	liable to retire by rotation.
Other	1. Hyperx Cinemas Private Limited
Directorships	2. Portrucks Equipments Private Limited
	3. Think Blue LLP
Mr. Lajpat Rai Gupta
Fathers Name	Mr. Deep Chand Gupta
DIN	06554633
Date of Birth	5^th November, 1954
Age	69 Years
Designation	Non-Executive and Independent Director
Status	Non-Executive
Qualification	He had obtained the degree of Bachelor of Commerce from Kurukshetra University in the Year 1975 and also obtained the degree of final examination of Chartered Accountant from
	The Institute of Chartered Accountants of India in the Year 1980 and had been admitted as a fellow of the Institute of Chartered Accountants of India in the year 1997.
No. of Years of	He started his career from
Experience	1. Engineering Projects (India) Limited in 1978 and was handling Accounts of the Company;
	2. Joined Ajay Electricals Industries Limited in 1981 as Accounts Officer cum Cost
	Accountant.
	3. He then joined Haryana State Industrial Development Corporation Limited as Accounts Executive in July, 1981 and was transferred to Haryana State Industrial Development Corporation Limited in January, 1983.
	4. In 1983, he joined Punjab Financial Corporation as Assistant Manager (Finance).
	5. In 1984, he joined National Fertilizers Limited as Accounts Officer and was promoted as Assistant Manager (F & A) in 1988.
	6. In 1991, he joined GAIL (India) Limited as Sr. Dy. Manager (F & A) and have been promoted to various designations during the employment period.
Address	7. In 2016, he joined SKN-Haryana City Gas Distribution Private Limited as Chief Finance Officer. 9145, Sector C, Pocket 9, Vasant Kunj, South West Delhi, Delhi 110 070
Occupation	Business
Nationality	Indian
Date of Appointment	He was appointed as an Additional Non-Executive and Independent Director of our Company w.e.f. 2^nd July, 2024. Subsequently, he was regularized as a Non-Executive and Independent Director in our Company for the period of 5 (Five) years w.e.f. 2^nd July, 2024 in the EGM held on 20^th August, 2024, not liable to retire by rotation.
Term of Appointment and date of expiration of current term of office.	He holds office for the period of 5 (Five) years in our Company w.e.f. 2^nd July, 2024, not liable to retire by rotation.
Other	1. Cognizance International Academy Private Limited
Directorships	2. KMAP Capital Limited
	3. GSC Energy Solutions Private Limited
	4. DS Pipeline Projects Private Limited
	5. Solar Petnag Services LLP
	6. Calcom Vision Limited
Ms. Dipti Taparia
Fathers Name	Mr. Devendra Kanhaiyalal Doshi
DIN	07132459
Date of Birth	28^th March, 1979
Age	45 Years
Designation	Non-Executive and Independent Director
Status	Non-Executive
Qualification	She had obtained the degree of Bachelor of Commerce from University of Mumbai in the year 1999 and the degree of Master of Commerce from University of Mumbai in the year 2004. She had been admitted as a fellow of the Institute of Chartered Accountants of India in the year 2016.
No. of Years of Experience Address	She is a Fellow Chartered Accountant with more than 20 years of post-qualification experience in Audit, Financial Management, Taxation and Corporate advisory Eastern Express High Way, Behind Sion Fort, D 64 Highway Apartments, Sion Mumbai, Maharashtra, India 400 022
Occupation	Self Employment
Nationality	Indian
Date of	She was appointed as an Additional Non-Executive and Independent Director of our
Appointment	Company w.e.f. 2^nd July, 2024. Subsequently, she was regularized as a Non-Executive and Independent Director in our Company for the period of 5 (Five) years w.e.f. 2^nd July, 2024 in the EGM held on 20^th August, 2024, not liable to retire by rotation.
Term of Appointment and date of expiration of current term of office.	She holds office for the period of 5 (Five) years in our Company w.e.f. 2^nd July, 2024, not liable to retire by rotation.
Other	1. Tapashi Globaltech Private Limited
Directorships	2. Vidyavihar Containers Limited

As on the date of this Draft Red Herring Prospectus;

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

B. None of the Promoters, persons forming part of our Promoter Group, our Directors or persons in control of our

Company or our Company are debarred from accessing the Capital Market by SEBI.

C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a Promoter,

Director or Person in control of any other Company, which is debarred from accessing the Capital Market under any order or directions made by SEBI or any other regulatory authority.

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

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

F. None of our Directors are/ were director of any Company whose shares were suspended from trading by Stock

Exchange(s) or under any order or directions issued by the Stock Exchange(s)/ SEBI/ other regulatory authority in the last five years.

G. In respect of the track record of the Directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our Directors and none of our Directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

RELATIONSHIP BETWEEN THE DIRECTORS

There is no relationship between any of the Directors of our Company except the following relationship: -

Name of Director	Designation	Relationship
Mr. Dibyendu Deepak	Promoter and Managing Director	None
Mr. Sankalpa Bhattacherjee	Promoter and Executive Director	None
Mr. S Gopalakrishnan	Non-Executive and Non-Independent	None
	Director
Mr. Lajpat Rai Gupta	Non-Executive and Independent Director	None
Ms. Dipti Taparia	Non-Executive and Independent Director	None

ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS AND OTHERS

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above-mentioned Directors was selected as director or member of senior management.

SERVICE CONTRACTS

The Managing Director of our Company had entered into service contract with our Company vide agreement dated 29^th July, 2024.

The Company shall pay to the Managing Director during the continuance of this agreement in consideration of the performance of his duties.

a salary upto Rs. 5,00,000/- per month; b. the actual travelling expenses incurred by the Managing Dlrector in or about the business of the Company; c. the actual entertainment expenses and approved club membership fees reasonably incurred by the Managing Di rector in or about the business of the Company; d. the actual hospital and medical expenses which have been incurred by the Managing Director for himself, his wife, dependent parents and his minor children, provided that such expenses during the three consecutive financial years shall not Rs. Nil/- per annum. e. The Managing Director shall be entitled to use the Companys car, all the expenses for maintenance and running of the same including salary of the driver to be borne by the Company; The Company shall provide the Managing Director with rent free furnished accommodation and will pay electricity and water charges; g. He shall also be entitled to use the Companys telephone at his residence, the charges whereof shall be borne by the Company; h. The Managing Director shall be entitled to participate in any provident fund and gratuity fund or scheme for the employees which the Company may establish; i. The Managing Director shall be entitled to such increments from time to time as the Board may in the discretion determine; ? j. The Managing Director shall be entitled to privilege annual leave on full salary for a period of one month, such leave to be taken at such time to be previously approved by the Board; Provided that the Board shall be entitled, at its sole and uncontrolled discretion, to permit the Managing Director to accumulate such leave for not more than three months; provided further that any leave not availed of by the Managing Director shall be encashable.

BORROWING POWERS OF THE BOARD OF DIRECTORS

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. Pursuant to a resolution passed by the members at the EGM of the Company held on 16^th July, 2024, pursuant to Section 180(1)(c) and other applicable provisions of the Companies Act and rules made there under, our Board has been authorized to borrow any sum of money from time to time notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business) may exceed the aggregate of the paid up share capital and free reserves of our Company, provided that the total outstanding amount so borrowed shall not any time exceed the limit of 1,000 Crores.

BRIEF PROFILE OF OUR DIRECTORS

Mr. Dibyendu Deepak

Mr. Dibyendu Deepak, aged 49 years is a Promoter and Managing Director of our Company. He was appointed as an Executive Director of the Company w.e.f. 12^th September, 2017. Subsequently, his designation was changed from Executive Director to Managing Director w.e.f. 1^st August, 2024 for the period of 5 (Five) years, not liable to retire by rotation. He has completed Bachelor of Engineering from Nagpur University in the Year 1997 and Post Graduate Diploma in Marketing Management from Lal Bahadur Shastri Institute of Management & Development Studies, Lucknow in the Year of 2001.

He has over 27 years of experience in the petrochemicals and chemicals/ petroleum industry, including more than 20 years in senior management roles focused on business strategy, development, sales, and marketing. In 2017, he transitioned from a successful corporate career to entrepreneurship. With over seven years of experience at the CEO/COO level, he has demonstrated a strong track record of driving revenue, profit, and business growth, particularly in startup, turnaround, and high-change environments. He plays a vital role in the business development, setting up the operations policies, successful implementation of various policies and procedure in the Company.

Mr. Sankalpa Bhattacherjee

Mr. Sankalpa Bhattacherjee, aged 51 years, is a Promoter and Executive Director cum Chairman of our Company. He was appointed as an Executive Director of the Company w.e.f. 6^th February, 2017. Subsequently, he was appointed as the Chairman of the Company w.e.f. 29^th July, 2024, liable to retire by rotation. He has completed Bachelor of Engineering (Mechanical) from Assam Engineering College, Gauhati University in the Year 1995 and Master of Business Administration (Financial Management) from Sikkim Manipal University in the Year of 2011.

He is the Chairman and Executive Director at Repono Limited, bringing 27 years of extensive experience in the Oil & Gas industry. He specializes in project management and business development, with expertise in areas such as estimations, proposals, planning, control, procurement, contracts management, construction site management, and general administration, particularly in the EPC of petroleum storage terminals and refineries. In his role as Chairman and Executive Director at Repono Private Limited, Mr. Bhattacherjee oversees day-to-day operations and strategic business development. He leads engineering and project management efforts, ensuring project execution aligns with Company goals.

Mr. S Gopalakrishnan

Mr. S Gopalakrishnan, aged 55 years, is a Non-Executive and Non-Independent Director of our Company. He was appointed as an Additional Non-Executive and Non-Independent Director of our Company w.e.f. 2^nd July, 2024. Subsequently, he was regularized as a Non-Executive and Non-Independent Director of our Company w.e.f. 20^th August, 2024, liable to retire by rotation. He has passed Senior School Certificate Examination from Central Board of Secondary Education in 1985. He is a Director in M/s. Portrucks Equipments Private Limited since 05/10/2000. He has been instrumental in building up the Company to one of the leading supplies of port material handling equipment in India. He is taking care of overall management, technology tie ups and business development activities of the Company.

Mr. Lajpat Rai Gupta

Mr. Lajpat Rai Gupta, aged 69 years, is a Non-Executive and Independent Director of our Company. He was appointed as an Additional Non-Executive and Independent Director of our Company w.e.f. 2^nd July, 2024. Subsequently, he was regularized as a Non-Executive and Independent Director in our Company for the period of 5 (Five) years w.e.f. 2^nd July, 2024 in the EGM held on 20^th August, 2024, not liable to retire by rotation. He had obtained the degree of Bachelor of Commerce from Kurukshetra University in the Year 1975 and had been admitted as a member of the Institute of Chartered Accountants of India in the year 1997. He has around 46 years of experience in the field of Finance and Accounts and is currently working as Chief Finance Officer in SKN-Haryana City Gas Distribution Private Limited since 2016.

Ms. Dipti Taparia

Ms. Dipti Taparia, aged 45 years, is a Women Non-Executive and Independent Director of our Company. She was appointed as an Additional Non-Executive and Independent Director of our Company w.e.f. 2^nd July, 2024. Subsequently, she was regularized as a Non-Executive and Independent Director in our Company for the period of 5 (Five) years w.e.f. 2^nd July, 2024 in the EGM held on 20^th August, 2024, not liable to retire by rotation. She had obtained the degree of Bachelor of Commerce from University of Mumbai in the year 1999 and the degree of Master of Commerce from University of Mumbai in the year 2004. She had been admitted as a fellow of the Institute of Chartered Accountants of India in the year 2016. She is a Fellow Chartered Accountant with more than 20 years of post-qualification experience in Audit, Financial Management, Taxation and Corporate advisory.

COMPENSATION AND BENEFITS TO THE MANAGING DIRECTOR AS FOLLOWS:

Name	Mr. Dibyendu Deepak
Designation	Managing Director
Date of Appointment/ Change in Designation	He was appointed as an Executive Director of our Company w.e.f. 12^th September, 2017. Subsequently, his designation was changed from Executive Director to Managing Director of our Company w.e.f. 1^st August, 2024 for the period of 5 (Five) years, not liable to retire by rotation.
Period Remuneration	Hold office f or the period of 5 (Five) years, not liable to retire by rotation. Upto Rs. 5,00,000 Per month.
	According to the limit prescribed or exceeding the limits prescribed under Section 197 of the Company Act, 2013 subject to the approval of Shareholders in General Meeting. Such amounts shall be paid as Basic Salary and/ or Special Allowance and perquisites and benefits as may be considered appropriate from time to time an approved by the Board of Directors.
Bonus	Not Applicable
Perquisite/ Benefits	a. the actual travelling expenses incurred by the Managing Dlrector in or about the business of the Company;
	b. the actual entertainment expenses and approved club membership fees reasonably incurred by the Managing Director in or about the business of the Company;
	c. the actual hospital and medical expenses which have been incurred by the Managing Director for himself, his wife, dependent parents and his minor children, provided that such expenses during the three consecutive financial years shall not Rs. Nil/- per annum.
	e. The Managing Director shall be entitled to use the Companys car, all the expenses for maintenance and running of the same including salary of the driver to be borne by the Company;
	f. The Company shall provide the Managing Director with rent free furnished accommodation and will pay electricity and water charges;
	g. He shall also be entitled to use the Companys telephone at his residence, the charges whereof shall be borne by the Company;
	h. The Managing Director shall be entitled to participate in any provident fund and gratuity fund or scheme for the employees which the Company may establish;
	i. The Managing Director shall be entitled to such increments from time to time as the Board may in the discretion determine; ?
	j. The Managing Director shall be entitled to privilege annual leave on full salary for a period of one month, such leave to be taken at such time to be previously approved by the Board; Provided that the Board shall be entitled, at its sole and uncontrolled discretion, to permit the Managing Director to accumulate such leave for not more than three months; provided further that any leave not availed of by the Managing Director shall be encashable.
Compensation/ remuneration paid during the F.Y. 2023-24	Rs. 24.00 Lakhs

SITTING FEES

The Articles of Association of our Company provides that payment of sitting fees to Directors (other than Managing Director & Whole-time Directors) for attending a meeting of the Board or a Committee thereof shall be decided by the Board of Directors from time to time within the applicable maximum limits. Our Board of Directors has resolved in their meeting dated September 24, 2024 approve upto Rs. 20,000 for payment to all Non-Executive and Independent Directors for attending each such meeting of the Board or Committee thereof.

SHAREHOLDING OF DIRECTORS

The shareholding of our directors as on the date of this Draft Red Herring Prospectus is as follows:

Sr. No.	Name of Directors	No. of Equity shares held	Category/ Status
1.	Mr. Dibyendu Deepak	36,98,250	Managing Director
2.	Mr. Sankalpa Bhattacherjee	37,13,250	Executive Director
3.	Mr. S Gopalakrishnan	0	Non-Executive and Non-Independent Director
4.	Mr. Lajpat Rai Gupta	0	Non-Executive and Independent Director
5.	Ms. Dipti Taparia	0	Non-Executive and Independent Director

INTEREST OF DIRECTORS

All the Non-executive Directors of the Company may be deemed to be interested to the extent of fees, payable to them for attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/ or reimbursement of expenses payable to them as per the applicable laws.

The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/ transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/ arrangements to be entered into by the Issuer Company with any Company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations.

Executive Director is interested to the extent of remuneration paid to them for services rendered to the Company. Except as stated under "Annexure IX - Related Party Transaction" in the chapter titled ‘Restated Financial Information on page no. 191 of this Draft Red Herring Prospectus, our Company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which our directors are interested directly or indirectly.

CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Name of Directors	Date of Event	Nature of Event	Reason for the changes in the Board
Mr. Sourav Chakraborty	30^th October, 2021	Cessation	Due to pre-occupation, he has given resignation from the post of Executive Director w.e.f. 30^th October, 2021
Mr. Nanda Kumar Ramakrishna	30^th October, 2021	Cessation	Due to pre-occupation, he has given resignation from the post of Executive Director w.e.f. 30^th October, 2021
Mr. Manish Shrivastava	2^nd July, 2024	Appointment	He was appointed as an Additional Non-Executive and Non-Independent Director of the Company w.e.f. 2^nd July, 2024
Mr. S Gopalakrishnan	2^nd July,	Appointment	He was appointed as an Additional Non-Executive
	2024		and Non-Independent Director of the Company
			w.e.f. 2^nd July, 2024
Mr. Lajpat Rai Gupta	2^nd July, 2024	Appointment	He was appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 2^nd July, 2024
Ms. Dipti Taparia	2^nd July, 2024	Appointment	She was appointed as an Additional Non-Executive and Independent Director of the Company w.e.f. 2^nd July, 2024
Mr. Sankalpa Bhattacherjee	29^th July, 2024	Appointment	He is appointed as chairman w.e.f. 29^th July, 2024.
Ms. Dibyendu Deepak	1^stAugust, 2024	Change in designation	His designation was changed from Executive Director to Managing Director of the Company w.e.f. 1^st August, 2024.
Mr. Manish Shrivastava	20^th August, 2024	Change in designation	His designation was changed from Additional Non- Executive and Non-Independent Director to Non- Executive and Non-Independent Director of the Company w.e.f. 2^nd July, 2024
Mr. S Gopalakrishnan	20^th August, 2024	Change in designation	His designation was changed from Additional Non- Executive and Non-Independent Director to Non- Executive and Non-Executive and Non-Indent Director of the Company w.e.f. 2^nd July, 2024
Mr. Lajpat Rai Gupta	20^th August,	Change in	His designation was changed from Additional Non-
	2024	designation	Executive and Independent Director to Non-
			Executive and Independent Director of the Company
			w.e.f. 2^nd July, 2024.
Ms. Dipti Taparia	20^th August, 2024	Change in designation	Her designation was changed from Additional Non- Executive and Independent Director to Non- Executive and Independent Director of the Company w.e.f. 2^nd July, 2024
Mr. Manish Shrivastava	5^th September, 2024	Cessation	He has given resignation from the post of Executive Director w.e.f. 5^th September, 2024

CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our Company immediately up on the listing of Equity Shares on the Stock Exchanges.

As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedule of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavors to comply with the good Corporate Governance and accordingly certain exempted regulations have been compiled by our Company.

Our Company has complied with the corporate governance requirement, particularly in relation to appointment of Independent Directors including Woman Director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Composition of Board of Directors

Currently the Board has 5 (Five) directors on our Board out of which 2 (Two) are Executive Directors, 1 (One) is Non-Executive & Non-Independent Director and 2 (Two) Independent Directors.

Composition of Board of Directors is set forth in the below mentioned table:

Sr. No.	Name of Directors	Designation	Status	DIN
1.	Mr. Dibyendu Deepak	Managing Director	Executive	06484282
2.	Mr. Sankalpa Bhattacharjee	Chairman cum Executive Director	Executive	07557348
3.	Mr. S Gopalakrishnan	Non-Executive Director	Non-Executive	01058905
4.	Mr. Lajpat Rai Gupta	Independent Director	Non-Executive	06554633
5.	Ms. Dipti Taparia	Independent Director	Non-Executive	07132459

Constitution of Committees

Our Company has constituted the following Committees of the Board;

1. Audit Committee;

2. Stakeholders Relationship Committee; and

3. Nomination and Remuneration Committee.

Details of composition, terms of reference etc. of each of the above committees are provided hereunder;

1. Audit Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its meeting held on September 24, 2024 constituted Audit Committee.

The constitution of the Audit Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Lajpat Rai Gupta	Chairman	Non-Executive, Independent Director
Ms. Dipti Taparia	Member	Non-Executive Independent Director
Mr. Dibyendu Deepak	Member	Managing Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Terms of Reference

The Role of Audit Committee not limited to but includes: -

i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

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

iii. Examination of financial statement and auditors report thereon including interim financial result before submission to the Board of Directors for approval;

a. Changes, if any, in accounting policies and practices and reasons for the same; b. Major accounting entries involving estimates based on the exercise of judgment by management; c. Significant adjustments made in the financial statements arising out of audit findings; d. Compliance with listing and other legal requirements relating to financial statements; e. Disclosure of any related party transactions; and f. Qualifications in the draft audit report.

iv. Approval or any subsequent modification of transactions of the Company with related party;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof;

Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board;

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the Company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee;

v. Reviewing, with the management, and monitoring the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vi. Scrutiny of Inter-corporate loans and investments;

vii. Reviewing and discussing 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;

viii. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

ix. Valuation of undertakings or assets of the company, where ever it is necessary;

x. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance of internal auditors, and adequacy of the internal control systems; and

xi. 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; xii. 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; and

xiii. Carrying out any other function as assigned by the Board of Directors from time to time.

Review of 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 Internal Auditor.

Powers of Committee

i. To investigate any activity within its terms of reference; ii. To seek information from any employees; iii. To obtain outside legal or other professional advice; and iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Quorum and Meetings

The audit committee shall meet as and when required to discuss and approve the items included in its role. The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to minimum two Independent Director shall present at the Meeting.

2. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on September 24, 2024, constituted Stakeholders Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. S Gopalakrishnan	Chairman	Non-Executive Director
Ms. Dipti Taparia	Member	Non-Executive Independent Director
Mr. Sankalpa Bhattacharjee	Member	Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Terms of Reference

To supervise and ensure:

i. Efficient transfer of shares; including review of cases for refusal of transfer/ transmission of shares; ii. Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of balance sheet, non-receipt of declared dividends etc.; iii. Issue duplicate/ split/ consolidated share certificates; iv. Dematerialization/ Rematerialization of Share; v. Review of cases for refusal of transfer/ transmission of shares and debentures; vi. Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper and timely attendance and redressal of investor queries and grievances; Provided that inability to resolve or consider any grievance by the Stakeholders Relationship Committee in good faith shall not constitute a contravention of Section 178 of Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof. vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

Quorum and Meetings

The Stakeholders Relationship Committee shall meet as and when require to discuss and approve the items included in its role. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is higher.

3. Nomination and Remuneration Committee:

The constitution of the Nomination and Remuneration Committee is as follows:

Name of the Directors	Designation	Nature of Directorship
Mr. Lajpat Rai Gupta	Chairman	Non-Executive, Independent Director
Ms. Dipti Taparia	Member	Non-Executive, Independent Director
Mr. S Gopalakrishnan	Member	Non-Executive Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Terms of reference

Role of Nomination and Remuneration Committee not limited to but includes: -

i. 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; ii. Formulation of criteria for evaluation of Independent Directors and the Board; iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and iv. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every Directors performance.

Quorum and Meetings

The Committee is required to meet at least once a year. The quorum necessary for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members, whichever is higher.

MANAGEMENT ORGANIZATION STRUCTURE

MD Managing Director CFO Chief Financial Officer CS Company Secretary COO - Chief Operating Officer

OUR KEY MANAGERIAL PERSONNEL

The Key Managerial Personnels of our Company other than our Executive Directors are as follows: -

Name, Designation and Date of Joining	Qualification	Previous Employment	Remuneration paid in F.Y. 2023-24
Name Mr. Dibyendu Deepak Designation Managing Director Date of 1^st August, 2024 Appointment	Bachelor of Engineering from Nagpur University in the Year 1997 and Post Graduate Diploma in Marketing Management from Lal Bahadur Shastri Institute of Management & Development Studies Lucknow in the Year June 2001	In 2016, he joined a Dubai based company, Kalyan Group as their Group CEO.	Rs. 2400 thousands
Overall He has over 27 years of experience in the petrochemicals and chemicals/ petroleum industry, Experience including more than 20 years in senior management roles focused on business strategy, development, sales, and marketing. In 2017, he transitioned from a successful corporate career to entrepreneurship. With over seven years of experience at the CEO/COO level, he has demonstrated a strong track record of driving revenue, profit, and business growth, particularly in startup, turnaround, and high-change environments. He plays a vital role in the business

Name, Designation and Date of Joining	Qualification	Previous Employment	Remuneration paid in F.Y. 2023-24
	development, setting up the operations policies, successful implementation of various policies and procedure in the Company.
Name Designation Date of Appointment	Mr. Mistry Jinesh Deepakkumar Company Secretary 10^th September, 2024	Company Secretary from Institute of Company Secretaries of India	Sharanam Infraproject and Trading Limited	Not Applicable
Overall Experience	He has around more than 2 years of experience in Secretarial and Compliance work. She is responsible for the Secretarial, Legal and Compliance division of our Company.
Name Designation Date of Appointment	Mr. Manoj Kumar Pandey Chief Financial Officer 16^th August, 2024	He had obtained the degree of Bachelor of Commerce (Three- Year Integrated Course) from University of Bombay in the year 1994 and had been admitted as a member of the Institute of Chartered Accountants of India in the year 2006.	N.A.	N.A.
Overall Experience	He qualified as a Chartered Accountant in 2005 and is experienced in the field of accounting, auditing, and taxation.

SENIOR MANAGEMENT PERSONNEL

The Senior Management Personnels (SMPs) of our Company are as follows: -

Name, Designation & Educational Qualification	Age	Year of Joining	Remuneration paid for F.Y. 2023-24	Overall experience (in years)
Mr. Pramod Shrimant Salunkhe Designation: Operations Head Educational Qualification: Bachelor of Commerce (B.com), Master in Business Administration Logistic Management & Supply Chain Management and Government Diploma in Co-operation and Accountancy	40 years	01/07/2018	Rs. 11,43,888.00/-	Overall 18 years of experience in the field of administration and logistics
Mr. Rajesh Kumar Mishra Designation: HSE Head Educational Qualification: Bachelor of Textiles (Textile Chemistry)	59 years	01/03/2024	Rs. 1.00,000	Overall 30 years of experience in project safety, logistics, HSE operations
Mr. Amit Gupta Designation: Chief Operating Officer (COO)	49 years	01/08/2024	N.A.	Overall 26 years of experience in the field of logistics
Educational Qualification: Bachelor of Engineering (BE) and Executive Post-Graduate Diploma in Management

BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Currently, our Company does not have any Bonus or Profit-sharing plan for our Key Managerial Personnels and Senior Management Personnel. In future, discretionary Bonus may be paid as may be decided by Nomination and Remuneration Committee/ Board of Directors, depending upon the performance of the Key Managerial Personnels, working of the Company and other relevant factors subject to Maximum of annual salary within the limits laid down under Para A of Section II of Part II of Schedule V of the Companies Act, 2013.

CHANGES IN THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The following are the changes in the Key Managerial Personnel and Senior Management Personnel in the last three years preceding the date of filing this Draft Red Herring Prospectus, otherwise than by way of retirement in due course.

Name of Key Managerial Personnel and Senior Managerial Personnel	Date of Event	Nature of Event	Reason for the changes
Ms. Rajesh Kumar Mishra	1^st March, 2023	Appointment	He was appointed as HSE Head of the Company w.e.f. 1^st March, 2023.
Mr. Mukesh Thakur	1^st April, 2024	Appointment	He was appointed as SMP Head Contracts & Procurement of the Company w.e.f. 1^st March, 2023.
Ms. Akruti Sanjay Panchal	1^st July, 2024	Appointment	She was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1^st July, 2024.
Mr. Amit Gupta	1^st August, 2024	Appointment	He was appointed as Chief Operating Officer (COO) of the Company w.e.f. 1^st August, 2024.
Mr. Dibyendu Deepak	1^st August, 2024	Appointment	He was appointed as Managing Director of the Company w.e.f. 1^st August, 2024.
Mr. Manoj Kumar Pandey	16 ^th August, 2024	Appointment	He has appointed as Chief Financial Officer of the Company w.e.f. 16^th August, 2024.
Ms. Akruti Sanjay Panchal	5^th September, 2024	Cessation	She has given resignation from the post of Company Secretary w.e.f. 5th September, 2024
Mr. Mistry Jinesh Deepakkumar	10 ^th September, 2024	Appointment	He was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 10^th September, 2024
Mr. Mukesh Thakur	10 ^th September, 2024	Cessation	He has given resignation from the post of SMP Head Contracts & Procurement w.e.f. 10^th September, 2024

EMPLOYEE STOCK OPTION SCHEME

As on the date of filing of Draft Red Herring Prospectus, our Company does not have any ESOP Scheme for its employees.

RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Name of Key Managerial Personnel	Designation	Relation
Mr. Dibyendu Deepak	Promoter, Managing Director	Not Applicable
Mr. Mistry Jinesh Deepakkumar	Company Secretary and Compliance	Not applicable
	Officer
Mr. Manoj Kumar Pandey	Chief Financial Officer	Not applicable
Mr. Pramod Shrimant Salunkhe	Operations Head	Not applicable
Mr. Rajesh Kumar Mishra	HSE Head	Not applicable
Mr. Amit Gupta	Chief Operating Officer (COO)	Not applicable

PAYMENT OF BENEFIT TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)

Except the statutory payments made by our Company, in the last two years, our Company has not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-salary amount or benefit to any of its officers.

Notes:

All the Key Managerial Personnels and Senior Management Personnel mentioned above are on the payrolls of our Company as permanent employees.

There is no arrangement/ understanding with major shareholders, customers, suppliers or others pursuant to which any of the above-mentioned personnel(s) have been recruited.

None of our Key Managerial Personnels and Senior Management Personnel has been granted any benefits in kind from our Company, other than their remuneration.

None of our Key Managerial Personnels and Senior Management Personnel has entered into any service contracts with our Company except acting in their Individual Capacity as Managing Director or Whole-time Directors and no benefits are granted upon their termination from employment other that statutory benefits provided by our Company. Further, our Company has appointed certain Key Managerial Personnels i.e. Chief Financial Officer and Company Secretary and Compliance Officer for which our Company has not executed any formal service contracts; although they are abide by their terms of appointments.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Except as disclosed below, none of the Key Managerial Personnel hold any Equity Shares of our Company as on the date of this Draft Red Herring Prospectus.

Sr. No.	Name of Key Managerial Personnel	No. Equity Shares held	Category/ Status
1.	Mr. Dibyendu Deepak	36,98,250	Managing Director
2.	Mr. Pramod Shrimant Salunkhe	9,000	Operations Head
3.	Mr. Amit Gupta	9,000	HSE Head

OUR PROMOTER AND PROMOTER GROUP

OUR PROMOTERS:

The Promoters of our Company is Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee .

As on date of this Draft Red Herring Prospectus, our Promoters hold in aggregate 74,11,500 Equity Shares having face value of Rs. 10.00/- each, representing 98.82% of the pre-issued, subscribed and paid-up equity share capital of our Company. For details of the build-up of our Promoters shareholding in our Company, please see "Capital Structure-

Shareholding of our Promoters" beginning on page no 67 of this Draft Red Herring Prospectus.

THE BRIEF PROFILE OF OUR PROMOTERS IS AS FOLLOWS:

	MR. DIBYENDU DEEPAK
	Mr. Dibyendu Deepak, aged 49 years is a Promoter and Managing Director of our Company. He has completed Bachelor of Engineering from Nagpur University in the Year 1997 and Post Graduate Diploma in Marketing Management from Lal Bahadur Shastri Institute of Management & Development Studies, Lucknow in the Year of 2001.
	Dibyendu Deepak has over 27 years of experience in the petrochemicals and chemicals/ petroleum industry, including more than 20 years in senior management roles focused on business strategy, development, sales, and marketing. In 2017, he transitioned from a successful corporate career to entrepreneurship. With over seven years of experience at the CEO/COO level, he has demonstrated a strong track record of driving revenue, profit, and business growth, particularly in startup, turnaround, and high-change environments. As both a strategist and implementer, he has effectively led businesses to achieve and surpass corporate objectives. He is recognized for meeting sales targets, streamlining operations, and enhancing productivity. His ability to build strong client relationships has secured business across six continents. A notable figure in the Indian petrochemical sector.
	He is associated with the Company since 12^th September, 2017. He plays a vital role in the business development, setting up the operations policies, successful implementation of various policies and procedure in the Company.
	As on date of the Draft Red Herring Prospectus, Mr. Dibyendu Deepak has 36,98,250 Equity Shares representing 49.31 % of the pre-issue paid-up share capital of our Company.
Date of Birth	16^th September, 1975
PAN	AEKPD0674H
Educational Qualification	He has completed Bachelor of Engineering from Nagpur University in the Year 1997 and Post Graduate Diploma in Marketing Management from Lal Bahadur Shastri Institute of Management & Development Studies, Lucknow in the Year of 2001.
Experience in Business/ Employment	He started his career from
	1. Federal Mogul (A Escort Group Company) in the year 1997. He worked there for two years.
	2. Joined Reliance Industries Limited in 1999 and was handling sales and business development of Petrochemicals.
	3. He then joined Indorama Petrochemical, Nigeria in March2006 and was responsible for business development and international sales.
	4. In 2008, he joined Nayara (formerly known as Essar) in Petrochemical division.
	5. In 2009, he joined ONGC Petro Additions Limited (OPAL) for the upcoming petrochemical plant at Dahej.
	6. In 2011, he joined Indian Oil Tanking (JV of IOCL) and moved to head the Katoen Natie IOT as their COO.
	7. In 2016, he joined a Dubai based company, Kalyan Group as their Group CEO.
	In 2017, he co-founded Repono and since then working as an Executive Director of the Company.
Present Residential Address	903, Bluebay Apartments Plot No-16, Sector-40, Nerul, Navi Mumbai, Thane, Maharashtra 400706.
Position/ posts held in the past	He was appointed as an Executive Director of the Company w.e.f. 12^th September, 2017. Subsequently, his designation was changed from Executive Director to Managing Director w.e.f. 1^st August, 2024 for the period of 5 (Five) years, not liable to retire by rotation.
Directorship held	Repono Green Private Limited
	Storeflex Private Limited
Other ventures	Dibyendu Deeepak HUF, Karta
	MR. SANKALPA BHATTACHERJEE
	Mr. Sankalpa Bhattacherjee, aged 51 years is a Promoter and Executive Director of our Company. He has completed Bachelor of Engineering (Mechanical) from Assam Engineering College, Gauhati University in the Year 1995 and Master of Business Administration (Financial Management) from Sikkim Manipal University in the Year of 2011.
	Mr. Sankalpa Bhattacherjee is the Chairman and Executive Director at Repono Private Limited, bringing 27 years of extensive experience in the Oil & Gas industry. He specializes in project management and business development, with expertise in areas such as estimations, proposals, planning, control, procurement, contracts management, construction site management, and general administration, particularly in the EPC of petroleum storage terminals and refineries.
	He is associated with the Company since incorporation i.e. 6^th February, 2017.
	In his role as Chairman and Executive Director at Repono Private Limited, Mr. Bhattacherjee oversees day-to-day operations and strategic business development. He leads engineering and project management efforts, ensuring project execution aligns with Company goals.
	As on date of the Draft Red Herring Prospectus, Mr. Sankalpa Bhattacherjee have 37,13,250 Equity Shares representing 49.51% of the pre-issue paid-up share capital of our Company.
Date of Birth	13^th February, 1973
PAN	ACNPB2788F
Educational Qualification	He has completed Bachelor of Engineering (Mechanical) from Assam Engineering College, Gauhati University in the Year 1995 and Master of Business Administration (Financial Management) from Sikkim Manipal University in the Year of 2011.
Experience in Business/ Employment	He started his career from
	1. Reliance Industries Limited in the year 1997. He worked there for three years then he was transferred Reliance Engineering Associates Private Limited, Jamnagar as Manager till year 2006.
	2. Joined Indian Oil Tanking Limited in 2006 a subsidiary of IOCL, was Head of Business Development.
	3. IN 2017, he co-founded Repono and since then working as Director of the Company.
Present Residential Address	A804, Crystal Court, Hiranandini Sec-7, Near Three Star Hotel,
	Kharghar, Navi Mumbai, Kharghar, Rajgarh, Maharashtra
	410210.
Position/ posts held in the past	He was appointed as an Executive Director of the Company w.e.f. 6^th February, 2017, liable to retire by rotation. Subsequently, he was appointed as the Chairman of the Company w.e.f. 29^th July, 2024
Directorship held	Repono Green Private Limited
	Storeflex Private Limited
	Newgen Urja Solution Private Limited
Other ventures	Sankalpa Bhattacherjee HUF, Karta

For details of the build-up of our Promoters shareholding in our Company, please see "Capital Structure Shareholding of our Promoters" on page no 67 of this Draft Red Herring Prospectus.

DECLARATION AND CONFIRMATION

Our Company confirms that the Permanent Account Number (PAN), Aadhaar Card Number, Driving License Number, Bank Account Number(s) and Passport Number(s) of our Promoters shall be submitted to the Stock Exchange at the time of filing this Draft Red Herring Prospectus.

OTHER VENTURES OF OUR PROMOTERS

Other than as disclosed in this chapter "Our Promoters and Promoter Group" and "Our Group Companies" on page nos. 173 and 181 of this Draft Red Herring Prospectus, our Promoters are not involved in any other ventures.

CHANGE IN THE CONTROL OR MANAGEMENT OF THE ISSUER IN LAST FIVE YEARS

Our Promoters are the original Promoter of our Company and there has been no change in the Promoters, management or control of our Company in the five years immediately preceding the date of this Draft Prospectus.

THE DETAILS OF SHAREHOLDING BY THE CURRENT PROMOTERS IN LAST FIVE YEARS ARE AS UNDER:

Sr. No.	Name of Promoter	Date of Acquisition	Type of Acquisition	Term of Acquisition	Consideration paid for Acquisition (in Lakhs)
1.	Mr. Dibyendu Deepak	05/11/2020	Allotment (Bonus Issue)	Allotted 2,45,000 Bonus Equity Shares in the ratio of 49 (Forty-Nine) new equity shares for every 1 (One) equity share held (i.e. 49:1)	-
		06/12/2022	Allotment (Bonus Issue)	Allotted 10,00,000 Bonus Equity Shares in the ratio of 4 (Four) new equity shares for every 1 (One) equity share held (i.e. 4:1)	-
		24/07/2024	Allotment (Bonus Issue)	Allotted 24,65,500 Bonus Equity Shares in the ratio of 2 (Two) new equity shares for every 1 (One) equity share held (i.e. 2:1)	-
2.	Mr. Sankalpa Bhattacherjee	05/11/2020	Allotment (Bonus Issue)	Allotted 2,45,000 Bonus Equity Shares in the ratio of 49 (Forty-Nine) new equity shares for every 1 (One) equity share held (i.e. 49:1)	-
		06/12/2022	Allotment (Bonus Issue)	Allotted 10,00,000 Bonus Equity Shares in the ratio of 4 (Four) new equity shares for every 1 (One) equity share held (i.e. 4:1)	-
		24/07/2024	Allotment (Bonus Issue)	Allotted 24,75,500 Bonus Equity Shares in the ratio of 2 (Two) new equity shares for every 1 (One) equity share held (i.e. 2:1)	-

Except above, there has been no change in the control or management of our Company.

INTEREST OF PROMOTERS

Interest in promotion of Our Company

Our Company is promoted by Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee who holds 36,98,250 Equity shares and 37,13,250 Equity shares respectively of our Company as on the date of this Draft Red Herring Prospectus.

Our Promoters are interested in our Company to the extent of the promotion of our Company & to the extent of their shareholdings in our Company & the shareholding of their relatives in our Company (if any) and employment related benefits paid by our Company i.e., remuneration and reimbursement of expenses payable to them in such capacities. For further details, please see chapter titled "Capital Structure" and "Our Management" on page nos. 67 and 156 respectively of this Draft Red Herring Prospectus.

Our Promoters are also interested in our Company to the extent of being Directors of our Company and the remuneration and reimbursement of expenses payable to them in such capacities.

Our Promoters are not be interested to the extent of providing personal guarantees for some of the loans taken by our Company and also to the extent of unsecured loans.

No sum has been paid or agreed to be paid to our Promoters and our Promoters are not interested as members of any firm or any Company and hence no sum has been paid or agreed to be paid to such firm or Company in cash or shares or otherwise by any person for services rendered by our Promoters or by such firm or Company in connection with the promotion or formation of our Company.

Further, our Promoters are also Directors on the Board, or are shareholders, members or partners, of certain entities forming part of the Promoter Group, Group Company and other entities with which our Company has related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to such entities forming part of the Promoter Group, Group Company and such other entities. For the payments that are made by our Company to certain entities forming part of the Promoter Group, Group Company and other related parties, see

"Issue Document Summary Summary of Related Party Transactions" and "Our Group Companies" on page nos. 22 & 181 respectively of this Draft Red Herring Prospectus.

For further details regarding the payments made by our Company to the entities mentioned above, please see chapter titled "Issue Document Summary Summary of Related Party Transactions" on page no. 22 of this Draft Red Herring Prospectus.

For further details, please see chapter titled "Capital Structure", "Restated Financial Information" and "Our Management" on page nos. 67, 191 and 156, respectively of this Draft Red Herring Prospectus.

Interest in the properties of our Company.

Except as disclosed in the chapters titled "Business Overview" on page no. 119 and ‘Annexure IX: Statement of Related Parties Transactions in the chapter titled ‘Restated Financial Information on page no. 191 of this Draft Red Herring Prospectus, none of our Promoters and Members of Promoter Group have any interest in any property acquired by or proposed to be acquired by our Company during a period of 3 (Three) years prior to filing of this Draft Red Herring Prospectus.

Other Interests

Except as mentioned in the chapter titled "Restated Financial Information", and "Business Overview" on page nos. 191 and 119 respectively of this Draft Red Herring Prospectus, our Promoters are not interested in any transaction for supply of services or any other contract, agreement or arrangement entered into by the Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Further, our Promoters and some members of Promoter Group are on the Board of the Company and may be deemed to be interested to the extent of the payments made by our Company, if any, to these Promoters, Members of Promoter Group and Group Companies.

COMMON PURSUITS OF OUR PROMOTERS

Storeflex Private Limited and Enerjaa Infra Private Limited are engaged in the business of dealing in similar line of business as of our Company. Our Company will ensure necessary procedures and practices as permitted by laws and regulatory guidelines to address situations of conflict of interest as and when they arise. For further details, see "Risk Factor" on page 31 of this Draft Red Herring Prospectus.

PAYMENT OR BENEFITS TO OUR PROMOTERS AND PROMOTER GROUP DURING THE LAST TWO YEARS

Except in the ordinary course of business and as stated in chapter "Annexure IX - Related Party Transactions of Restated Financial Information" on page no. 191 of this Draft Red Herring Prospectus, there has been no payment or benefits to our Promoters during the 2 (Two) years preceding the date of filing of this Draft Red Herring Prospectus, nor there is any intention to pay or give any benefit to our Promoters and Promoter Group as on the date of this Draft

Red Herring Prospectus.

CONFIRMATIONS

Our Company and Promoters confirm that they have not been declared as Wilful Defaulters or Fraudulent Borrowers by the RBI or by any other government authority and there are no violations of securities laws committed by them in the past or are currently pending against them or restraining period are continued.

Further, our Promoters, Promoters Group or Directors have not been directly or indirectly, debarred from accessing the capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities.

Additionally, our Promoters, Promoter Group or Directors do not have direct or indirect relation with the Companies, its Promoters and Whole-time Director, which are compulsorily delisted by any recognized stock exchange or the Companies which is debarred from accessing the capital market by the Board.

Also, our Promoters or Directors are not a Fugitive Economic Offender.

We and our Promoters, Group Entities, and Companies promoted by the Promoters confirm that:

There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters, Directors, Group Companies and Promoter Group members during the last 5 financial years including outstanding actions.

There are no defaults in respect of payment of interest and/ or principal to the debenture/ bond/ fixed deposit holders, banks, FIs during the past three years.

The details of outstanding litigation including its nature and status are disclosed in the section titled "Outstanding Litigation and Material Developments" on page no. 205 of this Draft Red Herring Prospectus.

DISASSOCIATION OF PROMOTERS IN THE LAST THREE YEARS

Except as disclosed below, none of our Promoters have disassociated themselves from any of the Company, Firms or other entities during the last three years preceding the date of this Draft Red Herring Prospectus.

Name		Company/LLP		Date of Resignation
Mr. Dibyendu Deepak	SDD Warehousing Private Limited			30/03/2024
Mr. Dibyendu Deepak	Enerjaa Infra Private Limited			30/03/2024
Mr. Dibyendu Deepak	Kaltec	Oil and Energy	Private	30/03/2024
	Limited
Mr. Dibyendu Deepak	Eway Consultancy Services LLP			03/11/2021
Mr. Sankalpa Bhattacherjee	SDD Warehousing Private Limited			30/03/2024

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details, in relation to experience of our Promoters in the business of our Company, please see chapter titled "Business Overview" and "Our Management" on page nos. 119 and 156 respectively of this Draft Red Herring Prospectus.

RELATED PARTY TRANSACTIONS

For the transactions with our Promoters, please refer to chapter titled "Annexure IX - Related Party Transactions" in the chapter titled ‘Restated Financial Information on page no. 191 of this Draft Red Herring Prospectus.

RELATIONSHIP OF PROMOTERS WITH EACH OTHER AND WITH OUR DIRECTORS

None of our Promoter(s) are related to any of our Companys directors within the meaning of Section 2 (77) of the Companies Act, 2013.

In addition to our Promoters, the following individuals and entities form a part of the Promoters Group:

a. Natural persons who are part of our Individual Promoter & Promoter Group:

Relationship with	Dibyendu Deepak	Sankalpa Bhattacherjee
Promoter
Father	Janardan Prasad Verma	B N Bhattacharyya
Mother	Anita Verma	Swapna Devi
Brother(s)	Sandeep Sudeep	Saptarshee Bhattacharjee
Sister(s)	--	--
Spouse	Taruna Deepak	Sanghamitra Bhattacherjee
Son(s)	--	Swagatam Bhattacherjee
Daughter(s)	Aaliyah Verma	--
Spouses Father	Datt Bhisham Bakshi	Late Amal Kumar Das
Spouses Mother	Late Lalita Bakshi	Sabita Das
Spouses Brother	Vishal Bakshi	Satyakam Das
		Siddhartha Das
Spouses Sister	--	--

b. Companies related to our Promoter Company:

Nature of Relationship	Name of entities
Subsidiary, Holding or Associate Company of Promoter Company	Nil
Any Body corporate in which Promoter (Body Corporate) holds 20% or more of the	Nil
Equity share capital or which holds 20% or more of the Equity share capital of the Promoter (Body Corporate)

c. Companies, Proprietary concerns, HUFs related to our Promoters

Nature of Relationship	Name of entities
Any Body Corporate (Other than Subsidiary & Associate) in which 20% or more of the Equity Share Capital is held by Promoter or an immediate relative of the Promoter or a	Repono Green Private Limited
Firm or Hindu Undivided Family (HUF) in which Promoter or any one or more of his immediate relatives are a member;	Storeflex Private Limited
	Enerjaa Infra Private Limited
	Eway Consultancy
	Services LLP
	Pro Gas Services
	Private Limited
Any Body Corporate in which a Body Corporate as provided in (A) above holds 20% or more, of the equity share capital; and	Nil
Any Hindu Undivided Family or Firm in which the aggregate share of the promoter and their relatives is equal to or more than 20% of the total capital.	D Mukta Lodge Sankalpa Bhattacherjee HUF Dibyendu Deepak HUF

d. Individuals/ HUF forming part of the Promoter Group on account of significant shareholding held in our Company:

Sr. No.	Name of member of Promoter Group
1.	Ms. Taruna Deepak

For further details on our Group Companies refer Chapter titled "Information with respect to Group Companies/ Entities" on page no. 181 of this Draft Red Herring Prospectus.

SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY

For details of the shareholding of our Promoters and Promoter Group as on the date of this Draft Red Herring Prospectus, please refer chapter titled "Capital Structure" on page no. 67 of this Draft Red Herring Prospectus.

LITIGATION INVOLVING OUR PROMOTERS

For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled "Outstanding Litigation and Material Developments" on page no. 205 of this Draft Red Herring Prospectus.

GUARANTEES

Our Promoter(s) have given personal guarantees, respectively, towards financial facilities availed from Bankers of our Company; therefore, they are interested to the extent of the said guarantees. For details, please refer to ‘Statement of Financial indebtedness on page no. 203 of the chapter titled Related Financial Information beginning on page no. 191 of this Draft Red Herring Prospectus.

Except as stated in the ‘Statement of Financial Indebtedness on page no. 203 of the chapter titled Restated Financial Information beginning on page no. 191 of this Draft Red Herring Prospectus., respectively, there are no material guarantees given by the Promoters to third parties with respect to specified securities of the Company as on the date of this Draft Red Herring Prospectus.

OUR GROUP COMPANIES

As per the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group Companies, our Company has considered those companies as our Group Companies with which there were related party transactions as per the Restated Financial Information of our Company in any of the last three financial years and stub period (if any) and other Companies as considered material by our Board.

Further, pursuant to a resolution of our Board dated September 24, 2024 for the purpose of disclosure in relation to Group Companies in connection with the Issue, a Company shall be considered material and disclosed as a Group Companies if such Company fulfil both the below mentioned conditions: -

i. Such Company that forms part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations; and

ii. Our Company has entered into one or more transactions with such Company in preceding fiscal or audit period as the case may be exceeding 10.00% of total revenue of the Company as per Restated Financial Information.

Based on the above, the following Companies are identified as our Group Companies: -

1. Repono Green Private Limited (RGPL)

2. Storeflex Private Limited (SPL)

3. Enerjaa Infra Private Limited (EIPL)

4. Eway Consultancy Services LLP

Details of our Group Companies:

1. Repono Green Private Limited (RGPL)

Repono Green Private Limited (RGPL) was originally incorporated as ‘Repono Greens Private Limited on 24^th September, 2021 under the Companies Act, 2013 pursuant to certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Further, the name of the Company was changed from ‘Repono Greens Private Limited to ‘Repono Green Private Limited in the Extra-Ordinary General Meeting held on 20^th November, 2023 and certificate of incorporation pursuant to change name issued by Registrar of Companies dated 1^st December, 2023.

The CIN of the Company is U40106MH2021PTC368114. The Registered Office of the Company is situated at Flat No 903 Plot No 16 Blue Bay Sector 40, Thane, Navi Mumbai, Maharashtra, India, 400705.

Main object of the Company

To carry on business of manufacturing, producing, processing, generating, accumulating, distributing, transferring, preserving, mixing, supplying contracting, as consultants, importers, exporters, buyers, sellers, assemblers, hirers, repairers, dealers, distributors, stockists, wholesalers, retailers, jobbers, traders, agents, brokers, representatives, collaborators, of merchandising, marketing, managing, leasing, renting, utilising of electricity, steam, power, solar energy, wind energy, biomass energy, geothermal energy, hydel energy, tidal and wave energy, fuel cell energy, and other conventional, non-conventional and renewable energy sources, waste treatment plants of all kinds, agro-product, logistics, EV vehicles and equipment thereof in India and outside India.

Nature of Activities/ Business Activities

Repono Green Private Limited (RGPL) is focus on recycling multilayered plastic waste and transforming it into high-quality Plats Ply plastic boards.

Board of Directors

As on date of this Draft Red Herring Prospectus, the following are the Directors of Repono Green Private Limited:

Sr. No.	Name of Directors	Designation	DIN
1.	Mr. Dibyendu Deepak	Director	06484282
2.	Mr. Sankalpa Bhattacherjee	Director	07557348

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorised share capital of Repono Green Private Limited is 1,00,000/- divided into 10,000 Equity Shares of 10/- each. The issued, subscribed and paid-up Equity share capital of the Company is 1,00,000/- divided into 10,000 Equity Shares of 10/- each

Shareholding Pattern

The shareholding pattern of Repono Green Private Limited as on the date of this Draft Red Herring Prospectus is mentioned below:

Sr. No.	Name of Shareholders	No. of Equity shares	% of shareholding
1.	Mr. Dibyendu Deepak	5,000	50.00 %
2.	Mr. Sankalpa Bhattacherjee	5,000	50.00 %
	Total	10,000	100.00 %

The face value of Equity Shares is 10/- each.

Nature and extent of interest of our Promoters

Our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee hold 100.00 % shareholding in Repono Green Private Limited (RGPL). Further, our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee also hold directorship in Repono Green Private Limited (RGPL).

Financial Information

The brief financial details of Repono Green Private Limited (RGPL) derived from its Audited Financial Statements for Fiscal Years 2024 and 2023 are set forth below:

(Amount in Thousand.)

Particulars	For the Financial Year ended on
	March 31, 2024	March 31, 2023	March 31, 2022
Equity Share Capital	100.00	100.00	--
Reserves & Surplus	(17,300.86)	(37.50)	--
Net worth	(17,200.86)	62.50	--
Total Revenue (including other income)	1,034.25	--	--
Profit/ (Loss) after tax	(17,263.36)	(37.50)	--
Earnings Per Share (Face Value of 10/- each)	(1,726.34)	(3.75)	--
Diluted Earnings Per Share (Face Value of 10/- each)	--	--	--
Net Asset Value per share ( )	(17,200.86)	62.50	--

2. Storeflex Private Limited (SPL)

Storeflex Private Limited (SPL) was originally incorporated as ‘Repono Assets Private Limited on 29^th December, 2021 under the Companies Act, 2013 pursuant to certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Further, the name of the Company was changed from ‘Repono Assets Private Limited to ‘Storeflex Private Limited in the Extra-Ordinary General Meeting held on 28^th November, 2022 and certificate of incorporation pursuant to change of name issued by Registrar of Companies, Mumbai dated 26^th December, 2022.

The CIN of the Company is U74999MH2021PTC374091. The Registered Office of the Company is situated at Flat No 903 Plot No 16 Blue Bay Sector 40, Thane, Navi Mumbai, Maharashtra, India, 400705.

Main object of the Company

To carry on the business in India or abroad to take on lease, rent, hire and to construct, build, establish, erect, promote, undertake, acquire, own operate, equip, manage, renovate, recondition, turn to account, maintain and to run warehouses, godowns, open platforms, refrigeration houses, stores and other similar establishments to provide facilities for storage of commodities, goods, Liquid, articles and things, and for the purpose to act as C & F agent, custodian, warehouseman, transportation and distribution agent, stockist, financier, auctioneer, importer, exporter, or otherwise to deal in all sorts of solid, Liquid, commodities, vegetables, fruits, edibles and similar goods or things.

Nature of Activities/ Business Activities

Storeflex Private Limited (SPL) is provide a technology-driven platform to bridge the gap between logistics service providers and clients. The platform recognizes the significant potential in connecting logistics infrastructures and services directly to end-users.

Board of Directors

As on date of this Draft Red Herring Prospectus, the following are the Directors of Storeflex Private Limited (SPL):

Sr. No.	Name of Directors	Designation	DIN
1.	Mr. Dibyendu Deepak	Director	06484282
2.	Mr. Sankalpa Bhattacherjee	Director	07557348

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorised share capital of Storeflex Private Limited (SPL) is 1,00,000/- divided into 10,000 Equity Shares of 10/- each. The issued, subscribed and paid-up Equity share capital of the Company is Rs. 10,000/- divided into 1,000 Equity Shares of 10/- each.

Shareholding Pattern

The shareholding pattern of Storeflex Private Limited (SPL) as on the date of this Draft Red Herring Prospectus is mentioned below:

Sr. No.	Name of Shareholders		No. of Equity shares	% of shareholding
1.	Mr. Dibyendu Deepak		500	50.00 %
2.	Mr. Sankalpa Bhattacherjee		500	50.00 %
		Total	1,000	100.00 %

The face value of Equity Shares is 10/- each.

Nature and extent of interest of our Promoters

Our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee hold 100.00 % shareholding in Storeflex Private Limited (SPL). Further, our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee also hold directorship in Storeflex Private Limited (SPL).

Financial Information

The brief financial details of Storeflex Private Limited (SPL) derived from its Audited Financial Statements for Fiscal Years 2024 and 2023 are set forth below:

		(Amount in Rs.)
Particulars	For the Financial Year ended on
	March 31, 2024	March 31, 2023	March 31, 2022
Equity Share Capital	10,000	10,000	--
Reserves & Surplus	(22,500)	(7,500)	--
Net worth	(21,500)	2,500	--
Total Revenue (including other income)	--	--	--
Profit/ (Loss) after tax	(15,000)	(7,500)	--
Earnings Per Share (Face Value of 10/- each)	(15.00)	(7.50)	--
Diluted Earnings Per Share (Face Value of 10/-		--	--
each)
Net Asset Value per share ( )	(21,500)	2,500	--

3. Enerjaa Infra Private Limited (EIPL)

Enerjaa Infra Private Limited (EIPL) was incorporated on 1^st December, 2020 under the Companies Act, 2013 pursuant to fresh certificate of incorporation issued by Registrar of Companies, Central Registration Centre.

The CIN of the Company is U74999MH2020PTC351027. The Registered Office of the Company is situated at Flat No 804, A Wing, Plot-18/27, Sect-7 Kharghar, Crystal Court, Raigarh, Navi Mumbai, Maharashtra, India, 410210.

Main object of the Company

(1) To carry on the business in India or outside India of owning, developing, operating and/or maintaining facilities including engineering, procurement and/or construction of such facilities for storage, treatment, handling, packing, carriage, transport, despatch, supply and to provide services of storage, handling, packing, transportation, distribution agent, stockist, financier, auctioneer, warehouseman, custodian, C&F agent, advisor or consultant for petrochemicals, chemicals, polymers, speciality chemicals in solid form and any other bulk commodities, articles, goods, products in solid form.

(2) To carry on the Business in India or outside India of consultancy, designing, engineering, erection and construction of warehouses, oil terminal and gas terminal and associated packages, operations and maintenance of crude oil, white oil, LPG, naphtha, ATF, bunker fuel and chemical products, trading of polymers, chemicals, crude oil derivates, transportation of products (Polymers and oil products).

(3) To act as commission agent, distributors, agents and distributors indentors, consultancy, construction and run petrol pump of any company/firm (whether Indian or Foreign) in the matter of buying, selling, importing, exporting of fuels, Bio fuels, CNG, LNG, LPG, petrol, diesel, automobiles, oil, lubricant oil, and petroleum product and oil distillering including wholesale, retail, distribution of the same and Operating Outlets of the same. For providing consultancy, PMC and construction of Oil, Petroleum products (Liquid fuels, Gas) storage terminal and warehouses.

Nature of Activities/ Business Activities

Enerjaa Infra Private Limited (EIPL) is currently engaged in the business of developing an oil terminal and setting up Compressed Biogas (CBG) plants in India

Board of Directors

As on date of this Draft Red Herring Prospectus, the following are the Directors of Enerjaa Infra Private Limited (EIPL):

Sr. No.	Name of Directors	Designation	DIN
1.	Mr. Bhavya Bagrecha	Director	02006186
2.	Mr. Shardhashis Baijanath Prasad	Director	01733500
3.	Mr. Pralhad Kailas Raskar	Director	08632402
4.	Ms. Mohini Pralhad Raskar	Director	08632490

Capital Structure

As on the date of this Draft Red Herring Prospectus, the authorised share capital of Enerjaa Infra Private Limited (EIPL) is 1,00,000/- divided into 10,000 Equity Shares of 10/- each. The issued, subscribed and paid-up Equity share capital of the Company is 1,00,000/- divided into 10,000 Equity Shares of 10/- each.

Shareholding Pattern

The shareholding pattern of Enerjaa Infra Private Limited (EIPL) as on the date of this Draft Red Herring Prospectus is mentioned below:

Sr. No.	Name of Shareholders	No. of Equity shares	% of shareholding
1.	Mr. Dibyendu Deepak	2,500	25.00 %
2.	Mr. Sankalpa Bhattacherjee	2,500	25.00 %
3.	Mr. Bhavya Bagrecha	2,500	25.00 %
4.	Mr. Shardhashis Baijanath Prasad	2,500	25.00 %
	Total	10,000	100.00 %

The face value of Equity Shares is 10/- each.

Nature and extent of interest of our Promoters

Our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee hold 50.00 % shareholding in Enerjaa Infra Private Limited (EIPL). Further, interest of our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee in Enerjaa Infra Private Limited (EIPL) is extended to only shareholding of the Company.

Financial Information

The brief financial details of Enerjaa Infra Private Limited EIPL) derived from its Audited Financial Statements for Fiscal Years 2024 and 2023 are set forth below:

(Amount in Rs.)

Particulars	For the Financial Year ended on
	March 31, 2024	March 31, 2023	March 31, 2022
Equity Share Capital	1,00,000	1,00,000	1,00,000
Reserves & Surplus	(2,13,374)	(1,98,374)	(1,90,786)
Net worth	(1,13,374)	(98,374)	(90,786)
Total Revenue (including other income)	--	--	--
Profit/ (Loss) after tax	(15,000)	(7,588)	(7,660)
Earnings Per Share (Face Value of 10/- each)	(1.5)	(0.76)	(0.77)
Diluted Earnings Per Share (Face Value of 10/- each)	--	--	--
Net Asset Value per share ( )	(1,13,374)	(98,374)	(9.08)

4. Eway Consultancy Services LLP

Eway Consultancy Services LLP was incorporated on 24^th November, 2016 under the Limited Liability Partnership Act, 2008 pursuant to fresh certificate of incorporation issued by Registrar, Mumbai.

The LLPIN of the LLP is AAH-8765. The Registered Office of the LLP is situated at A-804, Crystal Court, Hiranandani Sector-07, Kharghar, Raigarh, Navi Mumbai, Maharashtra, India, 410210.

Main object of the Company / Nature of Activities / Business Activities

Eway Consultancy Services LLP is currently engaged in the business of carry out engineering Procurement Construction consultancy operation and maintenance work in Oil Gas, Energy & Infrastructure Sector.

Board of Directors

As on date of this Draft Red Herring Prospectus, the following are the Designated Partners of Eway Consultancy Services LLP:

Sr. No.	Name	Designation	DPIN
1.	Ms. Taruna Deepak	Designated Partner	09387224
2.	Ms. Sanghamitra Bhattacherjee	Designated Partner	07585356

Capital Structure

As on the date of this Draft Red Herring Prospectus, the Total obligation of contribution of partners of Eway Consultancy Services LLP is 15,000/-.

Details of partners obligation and Profit-Sharing Ratio

Sr. No.	Name of Partner	Capital Contribution	% of profit sharing
1.	Ms. Taruna Deepak	7,500	50.00 %
2.	Ms. Sanghamitra Bhattacherjee	7,500	50.00 %
	Total	15,000	100.00 %

Nature and extent of interest of our Promoters

Our promoters group Ms. Taruna Deepak and Ms. Sanghamitra Bhattacherjee hold 100.00 % contributions in Eway Consultancy Services LLP. Further, our member of promoters group Ms. Taruna Deepak and Ms. Sanghamitra Bhattacherjee are also Designated Partner in Eway Consultancy Services LLP.

Statement of Income and Expenditure

The brief financial details of Eway Consultancy Services LLP for Fiscal Years 2024 and 2023 are set forth below:

(Amount in Rs.)

Particulars	For the Financial Year ended on
	March 31, 2024	March 31, 2023	March 31, 2022
Capital Account	9868752	1,00,37,876	90,65,741
Total Liabilities	25,61,067	75,41,941	99,25,068
Total Assets	1,24,29,819	1,75,79,817	1,89,90,810
Total Revenue (including other income)	42,29,851	1,16,86,509	5,29,93,448
Profit/ (Loss) after tax	(1,69,124)	9,72,135	68,65,893

Litigations

Our Group Companies does not have any pending litigation which can have a material impact on our Company.

Common pursuits among Group Companies

Repono Green Private Limited (RGPL), Storeflex Private Limited (SPL), Eway Consultancy Services LLP and Enerjaa Infra Private Limited (EIPL) are engaged in the business of dealing with plastics recycling, online warehousing, and Fuel Stations which is not similar line of business as of our Company. We cannot assure that our Promoters, Promoter Group/ Group Companies will not promote any new entity in the similar line of business and will not favour the interests of the said entities over our interest or that the said entities will not expand their businesses which may increase our chances of facing competition. This may adversely affect our business operations and financial condition of our Company.

We shall adopt the necessary procedures and practices as permitted by law to address any conflicting situations, as and when they may arise.

For further details, see "Risk Factor" on page 31 of this Draft Red Herring Prospectus.

Nature and Extent of Interest of Group Companies

a) In the promotion of our Company:

None of our Group Companies has interest in the promotion of our Company.

b) In the properties acquired or proposed to be acquired by our Company in the past two years before filing the Draft Red Herring Prospectus with stock exchange:

Our Group Companies does not have any interest in the properties acquired or proposed to be acquired by our Company in the past two years before filing the Draft Red Herring Prospectus with Stock Exchange.

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

None of our Group Companies have any interest in any transactions for the acquisition of land, construction of building or supply of machinery.

Related business transactions and their significance on the financial performance of our Company

Other than the transactions disclosed in the section "Restated Financial Information - Related Party Transactions" on page no. 191 of this Draft Red Herring Prospectus, there are no related business transactions between the Group Companies and our Company.

Business interest of our Group Companies in our Company

Except as disclosed in the section "Other Financial Information Related Party Transactions" and

"History and Certain Corporate Structure" on page nos. 153 and 150 of this Draft Red Herring Prospectus, our Group Companies have no business interests in our Company.

Other confirmations

None of the above-mentioned Group Companies has made any public and/ or rights issue of securities in the preceding three years.

None of the above-mentioned Group Companies are in defaults in meeting any Statutory/ Bank/ Institutional dues and no proceedings have been initiated for economic offences against any of our Group Companies.

Our Group Companies has not been debarred from accessing the capital market for any reasons by the SEBI or any other authorities.

Undertaking/ Confirmations by our Group Companies

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

i. Prohibited 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

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

None of our Promoters or person in control of our Company 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.

Further, neither our Promoters, the relatives of our Individual Promoters (as defined under the Companies Act) nor our Group Companies/ Promoter Group entities have been declared as a wilful defaulter or economic offender by the RBI or any other government authority and there are no violations of securities laws committed by them or any entities they are connected with in the past and no proceedings for violation of securities laws are pending against them.

The information as required by the SEBI ICDR Regulations with regards to the Group companies, are also available on the website of our Company i.e., https://repono.in/

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