Sawaliya Food Products Ltd 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 be as per the applicable provisions of the Companies Act, 2013. As on date of this Draft Red Herring Prospectus, we have five (5) Directors on our Board, which includes one (1) Managing Director, one (1) Whole-time Director, one (1) Non-Executive Director and two (2) Independent Directors. Our Board comprises of two (2) women directors. Set forth below, are details regarding our Board as on the date of this Draft Red Herring Prospectus:

Name, DIN, Date of Birth, Designation, Address, Occupation, Term and Nationality	Age (years)	Other Directorships
Raghav Somani	33	Nil
DIN: 06770088
Date of Birth: June 12, 1991
Designation: Chairman and Managing Director
Address: 402, Navratna Galaxy, 95 Gumasta Nagar, Indore – 452
009, Madhya Pradesh, India.
Occupation: Business
Term: A period of five (05) years with effect from July 22, 2024 to July 21, 2029
Period of Directorship: Director since Incorporation
Nationality: Indian
Priya Somani	33	Nil
DIN: 10630638
Date of Birth: March 20, 1991
Designation: Whole-time Director
Address: 402, Navratna Galaxy, 95 Gumasta Nagar, Indore – 452 009, Madhya Pradesh, India.
Occupation: Business
Term: A period of five (05) years with effect from July 22, 2024 to July 21, 2029
Period of Directorship: Director since July 22, 2024
Nationality: Indian
Kartavya Kumar Chitlangya	43	Companies
DIN: 09281531 Date of Birth: November 3, 1980		Taishtyeebandhan Namkeen Private Limited LLPs
Designation: Non-Executive Director
		Runicha Realty LLP
Address: 08, Vasant Vihar Colony, Behind Lokmanya Nagar
Shopping Complex, Sudama Nagar, Indore – 452 009, Madhya Pradesh, India.
Occupation: Business
Term: Liable to retire by rotation
Period of Directorship: Director since July 22, 2024
Nationality: Indian
Ravikant Gupta	50
		Companies
DIN: 02041825		1. Jhabua Finance private Limited; and
Date of Birth: May 27, 1974		2. Nilkanth Dealers Private Limited
Designation: Independent Director		LLPs
Address: 49-A, Prime City, Dhannalal Dharmshala, Sukhliya,
Indore – 452 010, Madhya Pradesh, India.		Nil
Occupation: Business
Term: A period of five (05) years commencing from July 22, 2024 to July 21, 2029
Period of Directorship: Director since July 22, 2024
Nationality: Indian
Shweta Bhamare	32
DIN: 10499418		Companies Agro Phos (India) Limited
Date of Birth: September 7, 1992
Designation: Independent Director		LLPs
Address: 179 Padmalay Colony, Near Chhota Bangarda, Indore –		Nil
452 006, Madhya Pradesh, India.
Occupation: Business
Term: A period of five (05) years commencing from July 22,
2024 to July 21, 2029
Period of Directorship: Director since July 22, 2024
Nationality: Indian

Brief Biographies of our Directors

Raghav Somani, aged 33 years, is one of the Promoters, Chairman and Managing Director of our Company. He holds a bachelors degree in engineering from Visvesvaraya Technological University, Belgaum. He holds an experience of almost a decade in business development, production and processing of dried vegetables and marketing management. Presently, he heads the division of marketing, production and business development of our Company and has been associated with our Company since incorporation.

Priya Somani, aged 33 years, is one of the Promoters and Whole-time Director of our Company. She holds a bachelors degree in commerce from University of Rajasthan. She holds a masters degree in business administration from Jayoti Vidyapeeth Womens University. Presently, she heads the food safety and quality division and looks after the overall hygiene of the production facility of our Company. She holds an experience of four years in food safety and quality management. She has been associated with our Company since May 25, 2020 in the capacity of a quality executive and was promoted to the position of Whole-time Director with effect from July 22, 2024.

Kartavya Kumar Chitlangya, aged 43 years, is Non-Executive Director of our Company. He attended Devi Ahilya Vishwavidyalaya, Indore to pursue bachelors degree in commerce. He attended Maharishi Mahesh Yogi Vedic Vishwavidyalaya to pursue a masters degree in business administration. He is presently associated with Max Life Insurance Company Limited and M/s Kartavya Chitlangya, in the capacity of a sole proprietor, engaged in financial and insurance consultancy business. He has been associated with our Company since July 22, 2024.

Ravikant Gupta, aged 50 years, is an Independent Director of our Company. He attended Devi Ahilya Vishwavidyalaya, Indore to pursue bachelors degree in commerce and masters degree in economics and business administration. In the past, he was associated with Skyline Advisory Services Private Limited in the capacity of research executive; with Vipul MedCorp TPA Private Limited in the capacity of assistant manager corporate; with Newgen Insurance Broking Private Limited in the capacity of senior manager – business development; and with Bharat Re-Insurance Brokers Private Limited in the capacity of SBU-Lead. At present, he is associated with Four Brothers Express Insurance Brokers Private Limited, in the capacity of area sales manager – Indore. He has an experience of more than nineteen years in business development and general management. He has been associated with our Company since July 22, 2024.

Shweta Bhamare, aged 32 years, is an Independent Director of our Company. She attended Devi Ahilya Vishwavidyalaya, Indore to pursue bachelors and masters degree in commerce. She is an associate member of the Institute of Company Secretaries of India. In the past, she was associated with Simran Feeds Private Limited and Simran Nutrifoods Private Limited, in the capacity of a company secretary. She has an experience of more than three years in the secretarial and compliance industry and has been associated with our Company since July 22, 2024.

As on the date of the Draft Red Herring Prospectus

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.

B. Neither Promoters nor persons forming part of our Promoter Group, our directors or persons in control of our

Company or our Company are debarred from accessing the capital market by SEBI.

C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority. D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) during his/her tenure. 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 our Directors

Except for Raghav Somani, who is the spouse of Priya Somani, none of our Directors are related to each other.

Arrangements or Understanding with Major Shareholders

None of our Key Managerial Personnel, Senior Management or Directors have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which any of the directors was selected as a director or member of senior management. We confirm that there are no conflict of interest between the suppliers of raw materials and third party service providers (crucial for operations of our Company) and our Company, Key Managerial Personnel and Directors.

Payment or Benefit to officers of our Company

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

Service Contracts

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

Borrowing Powers of our Board

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. Our Company has, pursuant to an -special resolution passed at the Annual General Meeting held on July 26, 2024, resolved that in accordance with the provisions of the Companies Act, 2013, our Board is authorised to borrow, from time to time, such sum or sums of moneys as the Board which together with the moneys already borrowed by our Company (apart from temporary loans obtained or to be obtained from the Companys bankers in the ordinary course of business), may exceed at any time the aggregate of the paid-up capital of our Company, its free reserves and securities premium of our Company, that is to say, reserves not set apart for any specific purpose, provided that the total amount of money/moneys borrowed by the Board of Directors and outstanding at one time shall not exceed 5,000 lakhs.

Terms of appointment and remuneration of our Managing Director and Whole time Director

Raghav Somani

Pursuant to a resolution passed by the Board of Directors at the meeting held on May 25, 2024 and approved by the Shareholders of our Company at an AGM held on July 26, 2024, Raghav Somani was designated as the Chairman and Managing Director of our Company for a period of five (05) years with effect from July 22, 2024 to July 21, 2029 along with the terms of remuneration, in accordance with Sections 196, 197, 203 and Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms and conditions approved by the Board of Directors and the Shareholders have been summarised below:

Basic Salary	2,00,000/- per month
Commission/	Not Exceeding 1% of the net profit of the Company in any financial year as the Board may determine from time
performance	to time but shall not exceed the amount equivalent to the salary for the relevant period; it may be paid pro-rata
linked incentive:	on a monthly basis at the absolute discretion of the Board.
Perquisites:	Perquisites in accordance with the rules of the Company and any additional perquisites as may be decided by
	the Board of Directors of the Company from time to time.
Earned Leave:	As per rules of the Company.
Medical Reimbursement:	Reimbursement of expenses incurred for self and family as per the policy of the Company.
Leave Travel	Leave Travel Concession for self and family, once in a year incurred in accordance with the rules of the
Concession:	Company.
Explanation:	Family means the spouse, the dependent children and dependent parents of the Whole time Director.
Minimum Remuneration:	Where in any financial year during the currency of tenure of the Managing Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites not exceeding the limits as specified above. The Board of Directors shall have liberty to alter and vary the aforesaid terms and conditions relating to remuneration in line with such amendments as may be made from time to time to the Companies Act, 2013.

Priya Somani

Pursuant to a resolution passed by the Board of Directors at the meeting held on July 22, 2024 and approved by the Shareholders of our Company at an AGM held on July 26, 2024, Priya Somani was designated as the Whole-time Director of our Company for a period of five (05) years with effect from July 22, 2024 to July 21, 2029 along with the terms of remuneration, in accordance with Sections 196, 197, 203 and Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms and conditions approved by the Board of Directors and the Shareholders have been summarised below:

Basic Salary	1,00,000/- per month
Commission/ performance linked incentive:	Not Exceeding 1% of the net profit of the Company in any financial year as the Board may determine from time to time but shall not exceed the amount equivalent to the salary for the relevant period; it may be paid pro-rata on a monthly basis at the absolute discretion of the Board.
Perquisites:	Perquisites in accordance with the rules of the Company and any additional perquisites as may be decided by the Board of Directors of the Company from time to time.
Earned Leave:	As per rules of the Company.
Medical Reimbursement:	Reimbursement of expenses incurred for self and family as per the policy of the Company.
Leave Travel Concession:	Leave Travel Concession for self and family, once in a year incurred in accordance with the rules of the Company.
Explanation:	Family means the spouse, the dependent children and dependent parents of the Whole time Director.
Minimum Remuneration:	Where in any financial year during the currency of tenure of the Managing Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary and perquisites not exceeding the limits as specified above. The Board of Directors shall have liberty to alter and vary the aforesaid terms and conditions relating to remuneration in line with such amendments as may be made from time to time to the Companies Act, 2013.

Remuneration details of our Directors

(i) Remuneration of our Executive Directors

The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2024 is as follows:

S. No.	Name of the Director	Remuneration ( in lacs)
1.	Raghav Somani	12.00
2.	Priya Somani*	6.00
3.	Madhav Somani^	12.00

*Priya Somani has received remuneration in the capacity of quality executive, until May 24, 2024. She was thereafter appointed as the Executive Director of our Company with effect from May 25, 2024, however, she resigned from the said position on July 20, 2024. She has now been appointed as the Executive (Additional) Director of our Company with effect from July 22, 2024 and her appointment has been regularised by the Shareholders in the AGM held on July 26, 2024. ^Resigned from the position of Executive Director of our Company with effect from July 22, 2024

(ii) Sitting fee details of our Independent Directors and Non-Executive Directors during the Fiscal 2024:

S. No.	Name of the Director	Remuneration
1.	Ravikant Gupta	Nil
2.	Shweta Bhamare	Nil
3.	Kartavya Kumar Chitlangya	Nil

Bhamare and Kartavya Kumar Chitlangya were appointed as the Independent Directors of our Company with effect from July 22, 2024, and therefore have not received any sitting fee during the Fiscal 2024.

Our Board of Directors in their meeting held on July 22, 2024 have fixed 5,000 as sitting fee for Independent Directors, for attending meetings of the Board of Directors and its committees.

Payment or benefit to Directors of our Company

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

Remuneration paid to our Directors by our Subsidiary

As on the date of this Draft Red Herring Prospectus, our Company does not have a subsidiary.

Loans to Directors

There are no loans that have been availed by the Directors from our Company that are outstanding as on the date of this Draft Red Herring Prospectus.

Shareholding of Directors in our Company

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

Sr. No.	Name of Director	Number of Equity Shares of face value of 10 each	% of the pre-Offer Equity Share Capital
1)	Raghav Somani	30,72,476	42.00
2)	Priya Somani	30,72,462	42.00

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

Interest of our Directors

Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration paid to our see "Terms of appointment and remuneration of our Executive Directors" above. Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to this Offer. Except as disclosed in "Financial Information" and "Our Promoters and Promoter Group" beginning on page 183 and 177, respectively of this Draft Prospectus, our Directors are not interested in any other company, entity or firm. Madhav Somani, brother of our Managing Director, Raghav Somani, was associated with our Company, in the capacity of an Executive Director and, our Managing Director may be deemed to be interested to the extent of remuneration paid to him. He is presently employed with our Company in the capacity of an associate – sales and marketing and our Managing Director may be deemed to be interested to the extent of remuneration paid to Madhav Somani, in the said capacity. Further, Krishna Kant Somani, the father of our Managing Director, Raghav Somani, was employed with our Company, in the capacity of an associate – purchase and procurement. Additionally, Hansa Somani, the mother of our Managing Director, Raghav Somani was employed with our Company, in the capacity of associate – HRD. Our Managing Director may be deemed to be interested in the remuneration payable to them by our Company. For further details, please refer to the chapter titled "Restated Financial Information - Related Party Transactions" on page 183 of this Draft Red Herring Prospectus. Except as stated in "Restated Financial Information –Related Party Transactions" from the chapter titled "Restated Financial Information" on page 183 of this Draft Prospectus, our Directors do not have any other interest in the business of our Company.

Interest as to property

Except as mentioned in "Our Business - Land and Property" and "Restated Financial Information – Annexure V- Notes to Restated Financial Information – Note 25 - Statement Of Related Party Transaction" from the chapter titled "Restated Financial Information" on page 149 and 183 of this Draft Red Herring Prospectus our Directors do not have any interest in any property acquired or proposed to be acquired by our Company.

Bonus or Profit Sharing Plan for our Directors

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

Changes in our Board during the Last Three Years

Except as disclosed below, there have been no changes in our Board during the last three years.

Name of Director	Date of Appointment	Date of Cessation	Reasons for Change/ Appointment
Priya Somani	-	July 20, 2024	Resignation from the post of Executive Director
Raghav Somani	July 22, 2024	-	Designated as the Chairman and Managing Director
Kartavya Kumar Chitlangya	July 22, 2024	-	Appointed as Additional (Non-Executive) Director*
Ravikant Gupta	July 22, 2024	-	Appointed as Additional (Independent) Director*
Shweta Bhamare	July 22, 2024	-	Appointed as Additional (Independent) Director*
Madhav Somani	-	July 22, 2024	Resignation as Executive Director
Priya Somani	July 22, 2024	-	Appointed as Additional (Executive) Director*
Priya Somani	July 22, 2024	-	Designated as the Whole-time Director

*The appointment of the Director was regularised by the Shareholders in the AGM held on July 26, 2024.

Management Organization Structure

Set forth is the management organization structure of our Company:

Corporate Governance

As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, as on date of this Draft Red Herring Prospectus, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to our Company. In additions to the applicable provisions of the Companies Act, 2013 will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. However, 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 and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Committees of our Board

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations: a) Audit Committee; b) Stakeholders Relationship Committee; and c) Nomination and Remuneration Committee; Details of each of these committees are as follows:

AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated July 22, 2024 pursuant to Section 177 of the Companies Act, 2013. As on the date of this Draft Prospectus, the Audit Committee comprises of:

Name of the Director	Status in Committee	Nature of Directorship
Ravikant Gupta	Chairperson	Independent Director
Shweta Bhamare	Member	Independent Director
Raghav Somani	Member	Managing Director

The Audit Committee shall be responsible for, among other things, as may be required by the stock exchanges) from time to time, the following: A. Powers of Audit Committee

The Audit Committee shall have the following powers:

To investigate any activity within its terms of reference;

To seek information from any employee;

To obtain outside legal or other professional advice;

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

Such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations. B. Role of the Audit Committee

The role of the audit committee shall include the following:

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

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

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

4. Formulation of a policy on related party transactions, which shall include materiality of related party transactions;

5. Reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

6. Examining and reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to: a. Matters required to be included in the Directors Responsibility Statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Modified opinion(s) in the draft audit report.

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

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

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

10. Approval of any subsequent modification of transactions of the company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed; Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the Accounting Standards and/or the Companies Act, 2013. 11. Scrutiny of inter-corporate loans and investments;

12. Valuation of undertakings or assets of the company, wherever it is necessary; 13. Evaluation of internal financial controls and risk management systems;

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

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; 18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 19. Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services; 20. Monitoring the end use of funds raised through public offers and related matters;

21. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 22. Reviewing the functioning of the whistle blower mechanism;

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

24. Overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases; 25. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 26. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans / advances/ investments, as may be applicable. 27. Carrying out any other functions required to be carried out as per the terms of reference of the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time. 28. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. 29. To review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and 30. Such roles as may be prescribed under Companies Act, SEBI Listing Regulations and other applicable provisions.

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

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

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

3. Internal audit reports relating to internal control weaknesses;

4. The appointment, removal and terms of remuneration of the chief internal auditor;

5. Statement of deviations in terms of the SEBI Listing Regulations: a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchanges) in terms of Regulation 32(1) of the SEBI Listing Regulations, and b. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of Regulation 32(7) the SEBI Listing Regulations.

6. Review the financial statements, in particular, the investments made by any utilized subsidiary;

As required under the SEBI (LODR) Regulations, 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 shall be two members present, or one third of the members, whichever is greater, provided that there should be a minimum of two independent directors present.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on July 22, 2024. As on the date of this Prospectus the Stakeholders Relationship Committee comprises of:

Name of the Director	Status in Committee	Nature of Directorship
Ravikant Gupta	Chairperson	Independent Director
Shweta Bhamare	Member	Independent Director
Raghav Somani	Member	Managing Director

The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the Stakeholders Relationship Committee of our Company include:

1. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;

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

3. Review of measures taken for effective exercise of voting rights by members;

4. Investigating complaints relating to allotment of shares, approvals of transfer or transmission of shares, debentures or any other securities;

5. Giving effect to all transfer /transmission of shares and debentures, dematerialisation of shares and re-materialisation

of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;

6. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent;

7. 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

8. Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority. The Stakeholders Relationship Committee shall meet at least once in a year.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on July 22, 2024. As on the date of this Draft Prospectus the Nomination and Remuneration Committee comprises of:

Name of the Director	Status in Committee	Nature of Directorship
Ravikant Gupta	Chairperson	Independent Director
Shweta Bhamare	Member	Independent Director
Kartavya Kumar Chitlangya	Member	Non-Executive Director

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination and Remuneration Committee are as follows:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; The Nomination and Remuneration Committee, while formulating the above policy, should ensure that: (i) The level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; (ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short-and-long term performance objectives appropriate to the working of the Company and its goals.

1. Formulation of criteria for evaluation of the performance of the independent directors and the Board;

2. Devising a policy on diversity of board of directors;

3. 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 specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

4. Analysing, monitoring and reviewing various human resource and compensation matters;

5. Deciding 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;

6. Determining the Companys policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

7. Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary;

8. Reviewing and approving the Companys compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

9. Performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable; 10. Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable; 11. Administering, monitoring and formulating detailed terms and conditions of the employee stock option scheme, if any, of the Company; 12. Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the

Company and eligible employees under the ESOP Scheme, and prescribing, amending and / or rescinding rules and regulations relating to the administration of the ESOP Scheme; 13. Performing such other activities as may be delegated by the Board or specified/ provided under the Companies Act,

2013 to the extent notified and effective, as amended or by the Securities and Exchange board of India (Listing Obligations and Disclosure Requirements) regulations, 2015, as amended or by any other applicable law or regulatory authority. 14. 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: 1. use the services of an external agencies,‘if required; 2. consider candidates from a wide range of backgrounds, having due regard todiversity; and 3. consider the time commitments of the candidates. 15. Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time. The Nomination and Remuneration Committee shall meet at least once in a year. Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasingto be a director shall be ceased to be a member of this committee.

Compliance with SME Listing Regulations

The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Companyimmediately upon the listing of Equity Shares of our Company on Emerge Platform of NSE.

Our Key Managerial Personnel

In addition to our Managing Director, whose details have been provided under paragraph above titled ‘Brief Profile of our Directors, set forth below are the details of our Key Managerial Personnel as on the date of filing of this Draft Red Herring Prospectus: Pankaj Neema, aged 51, is the Chief Financial Officer of our Company. He holds a bachelors degree in commerce from Devi Ahilya Vishwavidyalaya, Indore. In the past, he was associated with Hindustan Equipments Private Limited in capacity of head of account & taxation (account department). He has an experience of more than fourteen years in the field of accounting and finance. He has been associated with our Company since November 25, 2023 in the capacity of senior accountant and was promoted as the Chief Financial of our Company with effect from July 22, 2024 and oversees finance and accounts of our Company. He has not received any remuneration in the capacity of CFO during Fiscal 2024. Namita Singh Rathour, aged 36, is the Company Secretary and Compliance Officer of our Company. She attended University of Pune to pursue bachelors and masters degree in commerce. She also attended Vikram University, Ujjain to pursue bachelors degree in law. She is an associate member of the Institute of Company Secretaries of India. In the past, she was associated with L&L Products India Private Limited and Reichindia Pharma Limited in capacity of whole-time company secretary. She has an experience of more than three years in in secretarial and compliance matters. She has been associated with our Company since July 22, 2024 and has not received any remuneration during Fiscal 2024. All our Key Managerial Personnel are permanent employees of our Company.

Our Senior Managerial Personnel

Apart from our Managing Directors, Chief Financial Officer and Company Secretary and Compliance Officer, whose details have been provided under paragraph above titled ‘Brief Profile of our Directors and ‘Our Key Managerial Personnel, set forth below are the details of our Senior Managerial Personnel as on the date of filing of this Draft Red Herring Prospectus:

Sunil Mishra, aged 36, is the Operations Head of our Company. He attended Government Mahakoshal Arts & Commerce Autonomous College, Jabalpur to pursue bachelors degree in business administration. In the past, he was associated with Pacifice Exports in the capacity of executive; with Teamlease Services Limited, in the capacity of credit processing associate; and with Swarababy Products Private Limited, in the capacity of an executive. He has an experience of more than five years in administrative management and banking and finance matters. He has been associated with our Company since April 1, 2024 and has not received any remuneration during Fiscal 2024.

Vranda Baheti, aged 26 is the HR Manager of our Company. She holds a bachelors degree in commerce from Vikram University, Ujjain. She attended Prestige Institute of Management and Research to pursue masters degree in business administration. In the past, she was associated with Valyrian Labs Private Limited, in the capacity of human resource executive. She has an experience of more than two years in human resource administration. She has been associated with our Company since April 1, 2024 and has not received any remuneration during Fiscal 2024.

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

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

Shareholding of the Key Managerial Personnel and Senior Management

Except as disclosed below, none of the Key Management Personnel and Senior Management hold shareholding in our Company:

Sr. No.	Name of SMP	Number of Equity Shares of face value of 10 each	% of Equity Share Capital
1)	Vranda Baheti	2,92,617	4.00

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

None of our Key Managerial Personnel and Senior Management is a party to any bonus or profit sharing plan.

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

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

Interest of Key Managerial Personnel and Senior Management

Except as disclosed in this Draft Red Herring Prospectus, none of our Key Managerial Personnel and Senior Management have any interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel and Senior Management have been appointed.

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

In addition to the changes specified under "Changes in our Board during the Last Three Years", set forth below, are the changes in our Key Managerial Personnel and Senior Management in the last three years immediately preceding the date of filing of this Draft Red Herring Prospectus:

Name	Designation	Date of change	Reason
Pankaj Neema	Chief Financial Officer	July 22, 2024	Appointment
Namita Singh Rathour	Company Secretary and Compliance	July 22, 2024	Appointment
	Officer
Sunil Mishra	Operations Head	April 1, 2024	Appointment
Vranda Baheti	HR Manager	April 1, 2024	Appointment

The attrition of the Key Management Personnel and Senior Management is as per the industry standards.

Employees Stock Option Plan

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

Loans taken by Directors / Key Management Personnel and Senior Management

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

OUR PROMOTERS AND PROMOTER GROUP Our Promoters

The Promoters of our Company are Raghav Somani and Priya Somani.

The details of the shareholding of our Promoters, as on date of this Draft Red Herring Prospectus has been provided below:

Sr. No. Particulars	No. of Equity Shares of face value of 10 each	% of Shares to Pre – Offer Equity Share Capital
1. Raghav Somani	30,72,476	42.00
2. Priya Somani	30,72,462	42.00
Total	61,44,938	84.00

 

For details, please see "Capital Structure – Shareholding of our Promoters" on page 86.

Details of our Promoters

1. Raghav Somani

Raghav Somani, aged 33 years, is the Chairman and Managing Director of our Company. He resides at 402, Navratna Galaxy, 95 Gumasta Nagar, Indore – 452 009, Madhya Pradesh, India.

The Permanent Account Number of Raghav Somani is DGIPS2177H. For complete profile of Raghav Somani, along with details of his date of birth, educational qualifications, professional experience, positions/ posts held in the past and other directorships and special achievements, please see "Our Management" on page 164.

2. Priya Somani

Priya Somani, aged 33 years, is the Whole-time Director of our Company. She resides at 402, Navratna Galaxy, 95 Gumasta Nagar, Indore – 452 009, Madhya Pradesh, India.

The Permanent Account Number of Priya Somani is BDIPG1548R. For complete profile of Priya Somani, along with details of her date of birth, educational qualifications, professional experience, positions/ posts held in the past and other directorships and special achievements, please see "Our Management" on page 164.

Other Ventures of our Promoters

The ventures in which our Promoters is involved in are as follows:

Raghav Somani

S. No. Name of the entity	Nature of Interest
1. Nil	Nil
Priya Somani
S. No. Name of the entity	Nature of Interest
1. Nil	Nil

Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhaar card numbers and driving license numbers of our Promoters shall be submitted to NSE at the time of filing this Draft Red Herring Prospectus.

Change in Control of our Company

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

Experience of our Promoters in the business of our Company

Our Promoters hold experience in the business of our Company. For details in relation to experience of our Promoters in the business of our Company, please refer to the chapter titled "Our Management" beginning on page 164 of this Draft Red Herring Prospectus.

Interest of our Promoters

Interest in promotion of our Company

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of their shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their shareholding in our Company or the shareholding of their relatives in our Company. For details of the shareholding and directorships of our Promoters in our Company, please refer to the chapter titled "Capital Structure", "Our Management" and "Restated Financial Information" beginning on page 81, 164 and 183, respectively of this Draft Red Herring Prospectus.

Interest of Promoters in our Company other than as a Promoter

Our Promoters, Raghav Somani is the Managing Director, and Priya Somani is the Whole-time Director of our Company, therefore, may be deemed to be interested to the extent of any remuneration payable to them in such capacity. Except as stated in this section and the section titled "Our Management", "Financial Indebtedness" and "Restated Financial Information" beginning on page 164, 229 and 183, respectively, our Promoters do not have any interest in our Company other than as Promoters. Except as disclosed in "Financial Information" and "Financial Indebtedness" on page 183 and 229, respectively in this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group have (i) not extended any personal guarantees and (ii) have not provided their personal properties, for securing the repayment of the bank loans obtained by our Company. Our Promoters have also advanced certain unsecured loans to our Company, for further details, please refer to the chapter titled "Financial Indebtedness" on page 229 of this Draft Red Herring Prospectus. No sum has been paid or agreed to be paid to our Promoters or to the firms or companies in which our Promoters are interested as members in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as directors or promoters or otherwise for services rendered by our Promoters or by such firms or companies in connection with the promotion or formation of our Company.

Interest in the properties of our Company

Our Promoters are not interested in the properties acquired by our Company in the three years preceding the date of filing of this Draft Red Herring Prospectus with NSE or proposed to be acquired by our Company, or in any transaction by our Company for the acquisition of land, construction of building or supply of machinery. We confirm that there are no conflict of interest between the suppliers of raw materials and third party service providers (crucial for operations of our Company) and our Promoters and Promoter Group.

Other Interest and Disclosures

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

Payment or benefits to our Promoters and Promoters Group during the last two years

Madhav Somani, brother of our Managing Director, Raghav Somani, was associated with our Company, in the capacity of an Executive Director. He is presently employed with our Company in the capacity of an associate – sales and marketing and may be deemed to be interested to the extent of remuneration paid to Madhav Somani, in the said capacity. Further, Krishna Kant Somani, the father of our Managing Director, Raghav Somani, was employed with our Company, in the capacity of an associate – purchase and procurement. Additionally, Hansa Somani, the mother of our Managing

Director, Raghav Somani was employed with our Company, in the capacity of associate – HRD. The aforementioned members of Promoter Group may be deemed to be interested in the remuneration payable to them by our Company. For further details, please refer to the chapter titled "Restated Financial Information - Related Party Transactions" beginning on page 183 of this Draft Red Herring Prospectus. Except as stated in this chapter and in the chapter titled "Restated Financial Information - Related Party Transactions", there has been no payment of any amount of benefits to our Promoters or the members of our Promoters Group during the last two years from the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoter or Promoters Group as on the date of this Draft Red Herring Prospectus. For further details, please refer to the chapter titled "Restated Financial Information - Related Party Transactions" on page 183 of this Draft Red Herring Prospectus.

Litigations involving our Promoters

As on date of this Draft Red Herring Prospectus, there are no litigation involving our Promoters.

Guarantees

Except as disclosed in the chapter titled "Financial Indebtedness", our Promoters have not extended any guarantees against the Equity Shares held by them to third parties in respect of our Company and the Equity Shares that are outstanding as on the date of filing of this Draft Red Herring Prospectus.

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

Our Promoter has not disassociated themselves from any company/firm during three years preceding the date of this Draft Red Herring Prospectus.

OUR PROMOTERS GROUP

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

Individuals forming part of the Promoters Group:

S. No.	Name of member of our Promoter Group	Relationship with our Promoter
	Raghav Somani
1.	Priya Somani	Spouse
2.	Krishna Kant Somani	Father
3.	Hansa Somani	Mother
4.	Madhav Somani	Brother
5.	-	Sister
6.	Rudraksh Somani	Son
7.	Anaya Somani	Daughter
8.	Anil Kumar Gattani	Spouses father
9.	Sunita Gattani	Spouses mother
10.	Raghav Gattani	Spouses brother
11.	-	Spouses sister
	Priya Somani
1.	Raghav Somani	Spouse
2.	Anil Kumar Gattani	Father
3.	Sunita Gattani	Mother
4.	Raghav Gattani	Brother
5.	-	Sister
6.	Rudraksh Somani	Son
7.	Anaya Somani	Daughter
8.	Krishna Kant Somani	Spouses father
9.	Hansa Somani	Spouses mother
10.	Madhav Somani	Spouses brother
11.	-	Spouses sister

Entities forming part of the Promoters Group:

Except as stated below, no other company, firm or HUF are forming part of the promoters group:

1.	M/s. Charbhuja Minerals (Partnership Firm)
Sr. No.	Name of the entities
2.	M/s. Shanti Jewellers (Proprietorship)
3.	Shree Namak Udyog (Proprietorship)
4.	Rakshak Foods Private Limited
5.	Shreeji Salt Industries (Proprietorship)
6.	Sitaram Ramavtar and Co. (Partnership Firm)
7.	Shree Impex (Proprietorship)
8.	Shree Salt Works (Partnership Firm)
9.	M/s. Raghav Gattani (Proprietorship)
10.	Krishnakant Shantilal Somani (HUF)
11.	Shantilal Balmukund Somani (HUF)

Other Confirmations

Neither our Promoters nor members of the Promoters Group have been declared as wilful defaulters by the RBI or any other governmental authority nor there are any violations of securities laws committed by them in the past or are currently pending against them. Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act, 2018. Neither Promoters nor entities forming part of our Promoters Group have been debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoters and members of the Promoters Group are not and have never been promoter, directors or person in control of any other company, which is debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority during the last 5 (five) years preceding the date of this Draft Red Herring Prospectus against our Promoters. We confirm that as on date of this Draft Red Herring Prospectus, there is no conflict of interest between the suppliers of raw materials and third party service providers (crucial for operations of our Company) and our Promoters or members of our Promoter Group.