SpectraA Technology Solutions Ltd Directors Report

OUR MANAGEMENT

OUR BOARD OF DIRECTORS

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. Our Company as on date of Red Herring Prospectus has 6 (six) directors on our Board, of which 2 (two) Directors are Executive Directors, 1 (one) Director is Non-Executive Director and remaining 3 (three) Directors are Independent Directors, including women director.

The Following table sets forth details regarding the Board of Directors as on the date of this Red Herring Prospectus.

Name, Designation and other Particulars	Age	Other Directorships
A L Arun Kumar
DIN: 03579283	48 years	Indian Companies:
Date of Birth: June 04, 1978		Lumiere Technologies Private Limited
Qualification: Bachelor of Engineering in Mechanical Engineering from Dr. Ambedkar Institute of Technology, Bangalore (2000).		Foreign Companies:
Experience: 21 years		Spectraa Technology Solutions Pte.
Address: F1-16, F Zone, Skylark Arcadia Villa, Phase 2,		Ltd.
Kodigehalli Village, K R Puram Hobli, Kadugodi Plantation,		Lumiere Technologies (FZE)
Bengaluru, Karnataka, 560067
Nationality: Indian		Other Ventures:
Occupation: Business		Spectraa Industries FZ-LLC
Designation: Chairman and Managing Director		(incorporated in UAE)
Category: Promoter, Executive Director
Current Term: Three years with effect from August 13, 2026 expiring on August 13, 2029; not liable to retire by rotation. Period of Directorship: Appointed as Additional Director by the Board w.e.f. June 06, 2014. Subsequently, regularized by the shareholders at the Annual General Meeting dated September 30, 2014. Subsequently he was appointed as Chairman and Managing Director for a period of five years with effect from August 13, 2021 vide Shareholders Resolution dated August 13, 2021. Further he was reappointed as Chairman and Managing Director for a period of three years with effect from August 13, 2026 vide Shareholders Resolution dated August 06, 2026.
Sailaja Arun Kumar
DIN: 02477968	44 Years	Indian Companies:
Date of Birth: March 22, 1982		Lumiere Technologies Private Limited
Qualification: Bachelor of Science Degree in Microbiology from
PSG College of Art & Science, Coimbatore (2002)		Foreign Companies:
Master of Science in Biotechnology from University of Madras (2004)		Spectraa Technology Solutions Pte. Ltd.
Experience: 17 years
Address: #28, Veerappa Reddy Layout, 4th Cross, SGR Dental
College, Munnekolala, Bangalore North, Bangalore, Marathahalli
Colony, Karnataka, 560037
Nationality: Indian
Occupation: Business
Designation: Director
Category: Promoter, Non-Executive Director
Current Term: No fixed term, liable to retire by rotation
Period of Directorship: Appointed as the First Director of the
Company since incorporation of the Company i.e., January 20, 2009
Venkatraman Murali
DIN: 08994504	64 years	Indian:
Date of Birth: July 16, 1962

 

Qualification: Bachelor of Engineering in Chemical Engineering from Annamalai University (1984)	Genetics Engineering Services Private Limited
Master of Engineering in Chemical Engineering from Annamalai
University (1987)	Foreign:
Experience: 13 years	NIL
Address: No 4014, Casa Paradiso Sobha City 2, Thanisandra Main
Road, Dr. Shivarama Karanth Nagar, Bengaluru, Karnataka, 560077
Nationality: Indian
Occupation: Business
Designation: Whole-time Director
Category: Professional, Executive Director
Current Term: Three years with effect from November 01, 2025, liable to retire by rotation.
Period of Directorship: Appointed as Additional Director by the Board w.e.f. December 18, 2020. Subsequently, regularized by the shareholders at the Annual General Meeting dated November 30, 2021. Subsequently his designation has been changed as Whole-time Director for a period of three years with effect from November 01, 2025 vide Shareholders Resolution dated November 01, 2025.
Shital Darak Mandhana
DIN: 07043909 41 years	Indian:
Date of Birth: December 25, 1984	Avana Electrosystems Limited
Qualification: Bachelor of Commerce, University of Mumbai
(2005), Bachelor of Laws, Government Law College (2008),	Foreign:
Associate Member of ICSI (2009), Fellow member of ICSI (2015)	Nil
Experience: 15 years
Address: I-2502, 25th Floor, Gate 1, Mantri Serenity, Off
Kanakapura Road, Near Doddakallasandra Metro Station,
Subramanyapura, Bengaluru, Karnataka - 560062
Nationality: Indian
Occupation: Professional
Designation: Independent Director
Category: Professional, Non-Executive Director
Current Term: Term of five (5) years with effect from October 04,
2025, not liable to retire by rotation.
Period of Directorship: Appointed as Non-Executive Independent
Director for a period of five (5) years with effect from October 04,
2025 by the shareholders of the Company.
Sheela Arvind
DIN: 01020390 57 years	Indian:
Date of Birth: April 15, 1969	Avana Electrosystems Limited
Qualification: Diploma in Business Administration from the	Pasari Spinning Mills Limited
Department of Technical Education, Government of Karnataka	DRS Management Consultants Private
(1989), Bachelor of Commerce, University of Mysore (1991),	Limited
Bachelor of Laws (LL.B.,), Karnataka State Law University,	Applied Realtech Systems Private
Hubballi (2014), Associate Member of ICSI (2013), Fellow member	Limited
of ICSI (2018)	SAM Infoways India Private Limited
Experience: 22 years
Address: #29, Vedamangala Ashtagrama Layout, Kamakshipalya	Foreign:
Traffic Police station, Kamakshipalya, Bangalore North, Bangalore,	Nil
Karnataka 560079
Nationality: Indian
Occupation: Professional
Designation: Independent Director
Category: Professional, Non-Executive Director
Current Term: Term of five (5) years with effect from October 04,
2025, not liable to retire by rotation.
Period of Directorship: Appointed as Non-Executive Independent
Director for a period of five (5) years with effect from October 04,
2025 by the shareholders of the Company.
Kalpundi Narayanamurthy Gopalakrishnan
DIN: 11328735 64 years	Indian:
Date of Birth: May 13, 1962	Nil
Qualification: Bachelor of Science in Chemistry, University of
Madras (1982), Master of Science in Chemistry, Kanpur University,	Foreign:
Kanpur (1984)	Nil
Experience: 37 years
Address: G-1204, The ETA Gardens Apartment, 9, Binnyston
Garden, Cottonpet, Bangalore North, Bengaluru, 560023, Karnataka
Nationality: Indian
Occupation: Professional
Designation: Independent Director
Category: Professional, Non-Executive Director
Current Term: Term of five (5) years with effect from October 08,
2025, not liable to retire by rotation.
Period of Directorship: Appointed as Non-Executive Independent
Director for a period of five (5) years with effect from October 08,
2025 by the shareholders of the Company.

BRIEF PROFILE OF OUR DIRECTORS

A L ARUN KUMAR

A L Arun Kumar aged 48 years is the Promoter, Chairman and Managing Director of our Company. He has been associated with the Company, since 2014. He holds a Bachelor of Engineering degree in Mechanical Engineering from Dr. Ambedkar Institute of Technology (2000). He has over 21 years of experience in Brewery industry. He was Assistant Manager, Business Development for Brewery business of Praj Industries Limited from April 2003 to October 2009. Later he was appointed as Director of our Company in 2014. He is also a Promoter and Director of Lumiere Technologies Private Limited since July 2011 and Spectraa Technology Solutions Pte. Ltd., subsidiary of our Company, since April 2021. He is responsible for the overall management, operations and strategic direction of our Company. His responsibilities include overseeing business development, project execution and customer relationships and he is involved in key decision-making in relation to the growth and expansion of our Company.

SAILAJA ARUN KUMAR

Sailaja Arun Kumar aged 44 years is the Promoter and Non-Executive Director of our Company She has been associated with the Company since its incorporation in 2009 and is not involved in the day-to-day business of the Company. She holds a Bachelor of Science degree in Microbiology from PSG College of Art and Science, Coimbatore (2002) and a Master of Science degree in Biotechnology from University of Madres (2004). She is also a Promoter and Director of Lumiere Technologies Private Limited.

VENKATRAMAN MURALI

Venkatraman Murali, aged 64 years, is a Whole Time Director of our Company. He was appointed to the Board on December 18, 2020 and is involved in the day to day operations and shaping the business strategy of our Company. He holds Bachelor of Engineering degree in Chemical (1984) and Master of Engineering degree in Chemical (1987) from Annamalai University. He has more than 13 years of experience in Brewery and Distillery Industry. He was associated with United Spirits Limited in various positions in Process Management, Operations and as Head of Supply Chain Management of AP region from 1990 to 2016. Previously he has also worked with Gansons Engineers Private Limited in Production and Planning and with Associated Drug Company Private Limited as technical Manager. He is also a Director in Genetics Engineering Services Private Limited.

SHITAL DARAK MANDHANA

Shital Darak Mandhana, aged 42 years, is an Independent Director of our Company. She was appointed to the Board on October 04, 2025. She holds Bachelor of Commerce degree from University of Mumbai (2005) and Bachelor of Laws degree from University of Mumbai (2008) and is a qualified Company Secretary (2009) and a fellow member of ICSI (2015). She also holds a diploma in Cyber Law from Government Law College, Mumbai and Asian School of Cyber Laws (2008). She is a Certified Forensic Examiner. She is also a Registered Valuer registered with the Insolvency and Bankruptcy Board of India. She has experience of more than 15 years as a Company Secretary including her experience as a Practicing Company Secretary (PCS) since February 2015. She is also currently an Independent Director in Avana Electrosystems Limited. Previously she has worked in Kurlon Limited and Avesthagen Limited as a Company Secretary.

SHEELA ARVIND

Sheela Arvind, aged 57 years, is an Independent Director of our Company. She was appointed to the Board on October 04, 2024. She holds a Diploma in Business Administration from the Department of Technical Education, Government of Karnataka (1989), Bachelor of Commerce degree from University of Mysore (1991), Bachelor of Laws (LL.B.) degree from Government Law College (2014) and is also a qualified Company Secretary (2013) and a fellow member of ICSI (2018). She has more than 22 years of experience in Corporate Governance, secretarial compliance and taxation and she is a Practicing Company Secretary (PCS) since May 2013. She has been on the Board of various companies since 2003 in the capacity of Independent or Professional Director. As on date, she is an Independent Director in Avana Electrosystems Limited, Pasari Spinning Mills Limited and SAM Infoways India Private Limited and Director in DRS Management Consultants Private Limited and Applied Realtech Systems Private Limited.

KALPUNDI NARAYANAMURTHY GOPALAKRISHNAN

Kalpundi Narayanamurthy Gopalakrishnan, aged 64 years, is an Independent Director of our Company. He was appointed to the Board on October 08, 2025. He holds Bachelor of Science degree in Chemistry from University of Madras (1982) and Master of Science degree in Chemistry from Kanpur University, Kanpur (1984). He also holds a post diploma in Quality Management conducted by FEPCOT in collaboration with National Centre for Quality Management, Bombay (1993). He has more than 37 years of experience in the Pharmaceutical and Distilleries sectors and he has worked in the Quality Assurance and Operations departments at various companies in these sectors, including Carlsberg India Private Limited, United Breweries Limited, South Asia Breweries Private Limited, SKOL Breweries Limited, Lupin Laboratories Private Limited, Astra-IDL Limited, Shaw Wallace & Company Limited and Briggs of Burton (I) Private Limited.

DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) IN LISTED COMPANIES WHOSE SHARES HAVE BEEN/WERE SUSPENDED FROM BEING TRADED ON THE STOCK EXCHANGES DURING HIS/HER TENURE AND REASONS FOR SUSPENSION

None of our Directors are/were directors 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.

DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) IN LISTED COMPANIES WHICH HAVE BEEN/ WERE DELISTED FROM THE STOCK EXCHANGE(S) DURING HIS/HER TENURE AND REASONS FOR DELISTING

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

CONFIRMATIONS

As on the date of the Red Herring Prospectus:

A. None of the above-mentioned Directors are on the RBI List of willful 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 the Promoters or Directors of our Company are Fugitive Economic Offenders under Section 12 of the

Fugitive Economic Offenders Act, 2018.

E. 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. F. There are no conflicts of interests between the suppliers of raw materials and the third-party service providers (crucial for operations of the Company) and the Company, Promoter, Promoter Group, Directors, Key Managerial Personnel and subsidiaries / Group Company and its directors. G. There are no conflict of interest between the lessor of the immovable properties, (crucial for operations of the company), the company, Promoter, Promoter Group, Key Managerial Personnel and Directors. H. There are no findings/observations of any of the inspections by SEBI or any other regulator which are material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have already disclosed in this Red Herring Prospectus. I. There are no other agreements/ arrangements and clauses / covenants which are material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have already disclosed in this Red Herring Prospectus.

RELATIONSHIP BETWEEN THE DIRECTORS / KMPs / SMPs

Except as disclosed herein, none of our Director(s) are related to any of our Companys Directors within the meaning of

Section 2 (77) of the Companies Act, 2013:

Name of Director	Designation	Relation
A L Arun Kumar	Chairman and Managing Director	He is the spouse of Sailaja Arun Kumar
Sailaja Arun Kumar	Non-Executive Director	She is the spouse of A L Arun Kumar

SERVICE CONTRACTS

None of our directors have entered into any service contracts with our Company and no benefits have been granted upon their termination from employment other than the statutory benefits provided by our Company. However, Executive Directors of our Company are appointed for specific terms and conditions. Their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company.

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. Our Company has, pursuant to a special resolution passed at the Extra Ordinary General Meeting held on November 26, 2025 resolved that in accordance with the applicable 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 at any time 100 Crores (excluding of any interest or charges) over and above the aggregate paid up share capital, free reserves and securities premium of the Company.

COMPENSATION OF MANAGING DIRECTORS AND/OR WHOLE-TIME DIRECTORS

Particulars	A L Arun Kumar	Venkatraman Murali
Appointment/ Change in Designation	Appointed as Additional Director by the Board w.e.f. June 06, 2014. Subsequently, Regularized by the shareholders at the Annual General Meeting dated September 30, 2014. Subsequently his designation has been changed as Chairman and Managing Director for a period of five years with effect from August 13, 2021 vide Shareholders Resolution dated August 13, 2021. Further he was reappointed as Chairman and Managing Director for a period of three years with effect	Appointed as Additional Director by the Board w.e.f. December 18, 2020. Subsequently, Regularized by the shareholders at the Annual General Meeting w.e.f. November 30, 2021. Subsequently his designation has been changed as Whole- time Director for a period of three years with effect from November 01, 2025 vide Shareholders Resolution dated November 01, 2025.
Particulars	A L Arun Kumar	Venkatraman Murali
Current Designation Terms of Appointment Remuneration &	from August 13, 2026 vide Shareholders Resolution dated August 06, 2026. Chairman and Managing Director 3 years, not liable to retire by rotation Fixed Salary: Monthly salary of 4,66,037/-	Whole-time Director 3 years, liable to retire by rotation Fixed Salary (inclusive of Basic, HRA,
Perquisites	(Rupees Four Lakh Sixty-Six Thousand and Thirty-Seven Only) including Basic Salary, House Rent Allowance (HRA), and all other fixed allowances and cash perquisites as per the salary structure of the Company. This amounts to 55,92,444/- (Rupees Fifty-Five Lakh Ninety-Two Thousand Four Hundred and Forty-Four Only) on an annual basis.	Special Allowance and other fixed components): 1,02,000/ - per month Allowance & Perquisites: Statutory benefits and perquisites as per the rules of the Company (including HRA, medical, conveyance, bonus, etc.) Other benefits: - Contribution to provident fund, gratuity, and other retirement benefits as per Company policy;
	Deductions: The components payable to the Director shall be subject to applicable statutory deductions at source from the Gross Salary, including Employees PF contribution, Tax Deducted at Source (TDS), Karnataka Professional Tax (PT), and Karnataka Labour Welfare Fund (LWF) as applicable from time to time.	- Leave encashment and other facilities as per service rules of the Company; Reimbursement of Expenses: He shall also be entitled to reimbursement of all expenses actually and properly incurred by him in connection with Companys business.
	Annual Increment: The Chairman and Managing Director of the Company shall be entitled to an annual increment of up to 25% on the cumulative Fixed Salary, as may be decided by the Board on the recommendation of the Nomination and Remuneration Committee from time to time.
	Variable Pay: In addition to the Fixed Salary, the Chairman and Managing Director may be entitled to an annual bonus of up to 15% on the cumulative Fixed Salary, as may be determined and approved by the Board of Directors at its sole discretion at the end of the financial year. The total remuneration shall remain within the limits prescribed under the Companies Act, 2013.
	Statutory & Other Benefits: The Company shall make separate corporate contributions towards the Provident Fund (Employers contribution), Karnataka Labour Welfare Fund (Employers share), Gratuity Fund, and provide for Leave Encashment in accordance with the applicable statutory laws and prevailing Company policies. Per Section 197/Schedule V of the Companies Act, 2013, the Companys contribution to Gratuity and Leave Encashment shall not be included in the computation of the ceiling on perquisites.
Particulars	A L Arun Kumar	Venkatraman Murali
	Reimbursement of Expenses and Perquisites: In addition to the Fixed Salary, the Chairman and Managing Director of the Company shall be entitled to the following benefits and reimbursements:
	Communication Expenses: Reimbursement of monthly mobile and telephone charges, including broadband/internet, at actuals based on bills submitted. Insurance: Coverage under group Medical Insurance, Group Life Insurance and Personal Accident Insurance as per Company schemes, as applicable to all the employees of the Company, from time to time.
	General Business Expenses: Reimbursement of all other expenses (such as travel and entertainment) actually and properly incurred in connection with the business of the Company.
Compensation paid in the FY 2025-26*	Rs. 42.34 lakhs	Rs. 10.64 lakhs

* Except for the remuneration mentioned above, there were no other benefits in cash or kind granted to the Directors by our Company and no portion of the compensation was paid pursuant to a bonus or profit-sharing plan. There was no remuneration paid or payable by any subsidiary or associate company and there is no contingent or deferred compensation accrued for the year.

Except as stated below, Our Company has not entered into any contract for appointing or fixing the remuneration of any Executive Director in the two years preceding the date of this Red Herring Prospectus.

Name of Executive Director	Date of Agreement	Remuneration Terms	Effective Date and Period of Agreement
Venkatraman Murali	November 14, 2025	Fixed Salary (inclusive of Basic, HRA, Special Allowance and other fixed components): 1,02,000/- per month Allowance & Perquisites: Statutory benefits and perquisites as per the rules of the Company (including HRA, medical, conveyance, bonus, etc.)	Effective Date: November 01, 2025 Period: 3 years
		Other benefits:
		- Contribution to provident fund, gratuity, and other retirement benefits as per Company policy;
		- Leave encashment and other facilities as per service rules of the Company;
		Reimbursement of Expenses: He shall also be entitled to reimbursement of all expenses actually and properly incurred by him in connection with Companys business.
A L Arun Kumar	August 11, 2026	Fixed Salary: Monthly salary of 4,66,037/- (Rupees Four Lakh Sixty- Six Thousand and Thirty-Seven Only) including Basic Salary, House Rent Allowance (HRA), and all other fixed allowances and cash perquisites as per the salary structure of the Company.	Effective Date: August 11, 2026 Period: 3 years
		This amounts to 55,92,444/- (Rupees Fifty-Five Lakh Ninety-Two Thousand Four Hundred and Forty- Four Only) on an annual basis. Deductions: The components payable to the Director shall be subject to applicable statutory deductions at source from the Gross Salary, including Employees PF contribution, Tax Deducted at Source (TDS), Karnataka Professional Tax (PT), and Karnataka Labour Welfare Fund (LWF) as applicable from time to time.
		Annual Increment: The Chairman and Managing Director of the Company shall be entitled to an annual increment of up to 25% on the cumulative Fixed Salary, as may be decided by the Board on the recommendation of the Nomination and Remuneration Committee from time to time. Variable Pay: In addition to the Fixed Salary, the Chairman and Managing Director may be entitled to an annual bonus of up to 15% on the cumulative Fixed Salary, as may be determined and approved by the Board of Directors at its sole discretion at the end of the financial year. The total remuneration shall remain within the limits prescribed under the Companies Act, 2013.
		Statutory & Other Benefits: The Company shall make separate corporate contributions towards the Provident Fund (Employers contribution), Karnataka Labour Welfare Fund (Employers share), Gratuity Fund, and provide for Leave Encashment in accordance with the applicable statutory laws and
			prevailing Company policies. Per Section 197/Schedule V of the Companies Act, 2013, the Companys contribution to Gratuity and Leave Encashment shall not be included in the computation of the ceiling on perquisites.
			Reimbursement of Expenses and Perquisites: In addition to the Fixed Salary, the Chairman and Managing Director of the Company shall be entitled to the following benefits and reimbursements:
			Communication Expenses: Reimbursement of monthly mobile and telephone charges, including broadband/internet, at actuals based on bills submitted.
			Insurance: Coverage under group Medical Insurance, Group Life Insurance and Personal Accident Insurance as per Company schemes, as applicable to all the employees of the Company, from time to time.
			General Business Expenses:
			Reimbursement of all other expenses (such as travel and entertainment) actually and properly incurred in connection with the business of the Company.

SITTING FEES TO INDEPENDENT DIRECTORS FOR BOARD AND COMMITTEES

Pursuant to a resolution passed by our Board of Directors dated October 15, 2025, our Independent Directors are entitled to receive sitting fees for attending each meeting of our Board and the committees constituted by our Board, as decided by the Board, subject to a maximum of 25,000/- per board meeting and 5,000/- per committee meeting. Further, our Independent Directors and Non-Executive Director may be paid commission and reimbursement of expenses as permitted under the Companies Act and the SEBI Listing Regulations.

PAYMENT OR BENEFIT TO DIRECTORS OF OUR COMPANY

Except as disclosed in this 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 OR PAYABLE TO OUR DIRECTORS BY OUR ASSOCIATE / SUBSIDIARY

Our Directors are not receiving any payable or remunerations from our associate / subsidiary as on the date of filing this Red Herring Prospectus.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation payable to the Directors, which does not form part of their remuneration.

BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS

Except as disclosed under the remuneration terms of the Directors mentioned above, none of our Directors are a party to any bonus or profit-sharing plan.

SHAREHOLDING OF DIRECTORS

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

Sr. No.	Name of Directors	No. of Equity Shares held	Percentage of the pre- Offer paid up share capital (%)	Percentage of the post-Offer paid up share capital (%)
1	A L Arun Kumar	50,21,798	49.77%	[?]
2	Sailaja Arun Kumar	36,60,408	36.27%	[?]

Note: None of our Directors is required to hold or holds any qualification shares.

INTEREST OF DIRECTORS

All the Executive Directors are interested to the extent of remuneration paid to them for services rendered to the Company. 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.

All the Non-Executive Independent 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.

Except as stated under "Note 29 Related Party Transactions" under Chapter titled "Restated Consolidated Financial Statements" beginning on page 264 of the Red Herring Prospectus, our Company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Red Herring Prospectus in which our directors are interested directly or indirectly.

Interest in promotion of our Company

Except as stated in the section titled "Our Promoters and Promoter Group" beginning on page 231 our Directors have no interest in the promotion of our Company as of the date of this Red Herring Prospectus, except in the ordinary course of business.

Interest in the property of our Company

Except as stated in the chapter titled heading titled "Related Party Transactions" under chapter titled "Restated Consolidated Financial Statements" beginning on page 243 of Red Herring Prospectus, our Directors do not have any interest in any property acquired by the Company within a period of 2 (two) years preceding the date of this Red Herring Prospectus. Further our directors do not have any interest in any immovable property to be acquired by the Company except otherwise disclosed in the heading titled "Our Properties" under the chapter titled "Our Business" beginning on page 164 of this Red Herring Prospectus.

Interest as Creditor of our Company

As on the date of this Red Herring Prospectus, except as stated in the chapter titled "Statement of Financial Indebtedness" and heading titled "Related Party Transactions" under chapter titled "Restated Consolidated Financial Statements", our Company has not availed any loans from Directors of our Company.

Interest in the business of our Company

Further, save and except as stated otherwise in "Note 29 Related Party Disclosure" in the chapter titled "Restated Consolidated Financial Statements" of this Red Herring Prospectus, our directors do not have any other interests in our Company as on the date of this Red Herring Prospectus. Our directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Offer, or any such intermediaries registered with SEBI.

Arrangement or understanding with major shareholders, customers, suppliers or others

None of our Directors have been appointed to our Board pursuant to any arrangement or understanding with major

Shareholders, customers, suppliers or others. For further details, see "History and Certain Other Corporate Matters Key agreements and Shareholders Agreements" on page 210.

Other Interests

No loans have been availed by the Directors from our Company. Further, none of the beneficiaries of loans, advances and sundry debtors are related to the Directors of our Company, except to the extent of related party transactions already disclosed under "Note 29 Related Party Disclosure" on page 264.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our directors or to the firms or companies in which they are interested as a member by any person either to induce him to become, or to qualify as a Director, or otherwise for services rendered by him or by the firm or Company in which he is interested, in connection with the promotion or formation of our Company.

CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Name of the Director	Date of appointment / change in designation /Cessation	Designation (at the time of appointment / change in designation / cessation)	Reason for the changes
Shital Darak Mandhana	October 04, 2025	Independent Director	Appointed as Independent Director
Sheela Arvind	October 04, 2025	Independent Director	Appointed as Independent Director
Kalpundi Narayanamurthy Gopalakrishnan	October 08, 2025	Independent Director	Appointed as Independent Director
Sailaja Arun Kumar	October 15, 2025	Non-Executive Director	Designation changed to Non-Executive Director
Venkatraman Murali	November 01, 2025	Whole-time Director	Change in Designation to Whole-time Director
A L Arun Kumar	August 11, 2026	Chairman and Managing Director	Reappointment

MANAGEMENT ORGANISATION CHART

The Management Organization Structure of the Company is depicted from the following chart:

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 upon the listing of Equity Shares on the Stock Exchanges.

As on date of this Red Herring Prospectus, as our Company is coming with an Offer in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 18, 19, 20, 21, 22, 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 schedules 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 a woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Constitution of Committees

Our Company has constituted the following Committees of the Board:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility 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 October 10, 2025 constituted the Audit Committee.

The constitution of the Audit Committee is as follows:

Name of the Directors	Designation	Designation in the Committee
Sheela Arvind	Independent Director	Chairperson
Shital Darak Mandhana	Independent Director	Member
A L Arun Kumar	Chairman & Managing	Member
	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: -

1. 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;

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

3. 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.

f. Qualifications in the draft audit report.

4. 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;

5. 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;

6. Scrutiny of Inter-corporate loans and investments;

7. 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;

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

9. Valuation of undertakings or assets of the company, wherever it is necessary;

10. 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 11. 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;

12. 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 13. 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. vi. Annual statement of funds utilized for purpose other than those stated in the offer document/ prospectus.

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 4 times in a year 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 members, whichever is higher, subject to minimum two Independent Directors 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 October 10, 2025 constituted the Stakeholders Relationship Committee and was re-constituted pursuant to resolution passed by the Board of Directors of our Company in its Meeting held on October 15, 2025.

The constitution of the Stakeholders Relationship Committee is as follows:

Name of the Directors	Designation	Designation in the Committee
Shital Darak Mandhana	Independent Director	Chairperson
Sailaja Arun Kumar	Non-Executive Director	Member
Venkatraman Murali	Whole Time Director	Member

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/Re-materialization 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 required 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 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 October 10, 2025 constituted the Nomination and Remuneration Committee.

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

Name of the Directors	Designation	Designation in the Committee
Sheela Arvind	Independent Director	Chairperson
Shital Darak Mandhana	Independent Director	Member
Kalpundi Narayanamurthy	Independent Director	Member
Gopalakrishnan

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 include: 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 Meeting

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 including at least one Independent Director, whichever is higher.

4. Corporate Social Responsibility Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 135 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on October 10, 2025 constituted the Corporate Social Responsibility Committee.

The constitution of the Corporate Social Responsibility Committee is as follows:

Name of the Directors	Designation	Designation in the Committee
A L Arun Kumar	Chairman & Managing Director	Chairperson
Venkatraman Murali	Whole Time Director	Member
Sheela Arvind	Independent Director	Member

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

Terms of reference

Role of Corporate Social Responsibility (CSR) Committee not limited to but includes:

1. To formulate and recommend to the Board, a "Corporate Social Responsibility policy" which will indicate the activities to be undertaken by the Company in accordance with Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

2. To identify corporate social responsibility policy partners and programmes;

3. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the Company for corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

4. To monitor the Corporate Social Responsibility policy of the Company from time to time including delegation of responsibilities to various teams and supervise, monitor and review the timely implementation of corporate social responsibility programmes;

5. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time; and

6. To exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.

Quorum and Meeting

The committee is required to meet at least once a year. The quorum necessary for a meeting of the Corporate Social Responsibility Committee is one third of total members of the Corporate Social Responsibility Committee or 2 members, whichever is higher.

OUR KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified experienced professionals, who are permanent employees of our Company. Apart from our Managing Director and Chairman and Whole Time Director, whose details have been provided under paragraph Brief Profile of our Directors, set forth below are the details of our Key Managerial Personnel as on the date of Red Herring Prospectus:

Chief Financial Officer
Name	Anandi Viswanathan
Date of Birth/ Age	October 11, 1971/ 54 years
Date of Appointment	October 15, 2025
Overall Experience	23 years in Finance and Accounts
Qualification	Bachelor of Science in Zoology, University of Madras (1992)
Previous Employment	Qualified Chartered Accountant and an associate member of ICAI (1997) She has been working with SpectraA since September 03, 2025. Prior to that she was associated with True Build Engineering & Construction LLP as Finance Controller and her responsibilities included financial planning, reporting, audits and ensuring compliance with relevant regulations (July 2018 to December 2024).
	She has also served as Accounts Manager at Doon Public School (August 2013 to June 2017) and with Suguna Poultry Farm Limited (January 2006 to February 2010). Before that she was working with Moorthi & Kantharaj, Chartered Accounts as Senior Audit Manager (April 2001 to March 2002), and thereafter became a partner in the same firm from April 2002 to April 2005.
	T.S. Ranganathan Chartered Accountant (November 1999 to October 2000).
	She was associated with BK Birla Centre for Education (June 1999 to October 1999)
	She had worked with Balchandra Builders Private Limited (July 1996 to May 1999).
Remuneration paid for F.Y. ended 2025-26 (in Lakhs)	Rs. 8.40 Lakhs
Present Role and Responsibility in the Company	She is the Chief Financial Officer of the Company
Company Secretary and Compliance Officer
Name	Mona Poddar
Date of Birth/ Age	May 20, 1990/ 36 years
Date of Appointment	September 01, 2025
Overall Experience (Post	6 years in Corporate Compliances and Secretarial laws
Qualification)
Qualification	Bachelor of Commerce, University of Calcutta (2012)
	Member of Institute of Company Secretary (2016)
Previous Employment	She has been working with SpectraA since September 01, 2025 as Company Secretary.
	Prior to that she was associated with Mubarak Cosmetic Private Limited as Company
	Secretary (June 2019 to August 2025).
Remuneration paid for F.Y.	Rs. 2.10 Lakhs
ended 2025-26 (in Lakhs)
Present Role and Responsibility	She is the Company Secretary and Compliance Officer of the Company
in the Company

OUR SENIOR MANAGERIAL PERSONNEL

Set forth below are the details of our Senior Managerial Personnel as on the date of filing of this Red Herring Prospectus:

Manager Human Resource
Name	Arun K
Date of Birth/ Age	October 11, 1995 / 30
Date of Appointment	April 01, 2025
Overall Experience	5 years in Human Resource and Administrative activities

 

Qualification	Bachelor of Science in catering science & Hotel Management form Bharathiar University (2016)
	Master of Business Administration from Anna University (2018)
Previous Employment	He has been working with SpectraA Technology Solutions Limited since November
	17, 2020
Remuneration paid for F.Y.	Rs. 8.53 lakhs
ended 2025-26 (in Lakhs)
General Manager Business Development
Name	Binodh Meethal Raman
Date of Birth/ Age	March 29, 1985 / 40 years
Date of Appointment	April 01, 2025 (appointed as General Manager Business Development)
Overall Experience	16 years in business development
Qualification	Bachelor of Engineering in Electrical & Electronics Engineering from Visveswaraiah
	Technological University, Belgaum Karnataka (2009)
Previous Employment	He has been working with SpectraA Technology Solutions Limited since January 01,
	2010
Remuneration paid for F.Y.	Rs. 24.69 lakhs
ended 2025-26 (in Lakhs)

Notes:

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

None of our Key Managerial Personnel and Senior Management Personnel has been granted any benefits in kind from our Company, except to the extent of perquisites as provided under the Companys Human Resource /

Employee Policy.

No benefits are granted upon their termination from employment other than statutory benefits provided by our Company.

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.

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

None of our Directors or Key Managerial Personnel and Senior Managerial Personnel have been nominated, appointed or selected pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.

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

Our Company does not have profit sharing plans for the Key Managerial Personnel and Senior Management Personnel, except to the extent of Performance linked incentives.

CHANGES IN THE KEY MANAGERIAL PERSONNEL (OTHER THAN MD AND WTD) AND SENIOR MANAGEMENT PERSONNEL

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

Name of Key / Senior Managerial Personnel	Date of Event	Nature of Event	Reason for the changes
Mona Poddar	September 01, 2025	Appointed as Company Secretary	For improved Corporate Governance
Anandi Viswanathan	October 15, 2025	Appointed as Chief Financial Officer	For improved Corporate Governance
Binodh Meethal Raman	April 01, 2025	Appointed as General Manager Business Development	For improved Corporate Governance
Arun K	April 01, 2025	Appointment as Manager Human Resource	For improved Operational Efficiency

SHAREHOLDING OF THE KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT PERSONNEL IN OUR COMPANY

There is no shareholding of our KMPs and SMPs (other than our Chairman & Managing Director) as on the date of this Red Herring Prospectus.

SERVICE CONTRACTS

None of our KMPs and SMPs have entered into any service contracts with our Company and no benefits are granted upon their termination from employment other than the statutory benefits provided by our Company. Their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors of the Company.

LOANS GIVEN / AVAILED BY DIRECTORS / KEY MANAGERIAL PERSONNEL / SENIOR MANAGEMENT PERSONNEL

As on the date of this Red Herring Prospectus, except as stated in the chapter titled "Statement of Financial Indebtedness" and heading titled "Related Party Transactions" under chapter titled "Restated Consolidated Financial Statements", our Company has neither availed nor given loans from/to Directors/KMPs/SMPs of our Company.

RELATIONSHIP OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT WITH OUR DIRECTORS, PROMOTERS AND / OR OTHER KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

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

EMPLOYEE STOCK OPTION SCHEME / STOCK APPRECIATION RIGHTS

As on the date of filing of Red Herring Prospectus, our company does not have any ESOP Scheme / Stock Appreciation Rights for its employees.

INTEREST OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Except as disclosed in this Red Herring Prospectus, none of the Key Managerial Personnel and Senior Management Personnel have any other interest in our Company, except for the remuneration they draw for their respective job, as on the date of this Red Herring Prospectus.

RETIREMENT BENEFITS

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company.

ATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The attrition of Key Managerial Personnel and Senior Management Personnel is not high in our Company compared to the industry.

OUR PROMOTERS AND PROMOTER GROUP

The Promoters of our Company are A L Arun Kumar, Sailaja Arun Kumar, Praveen Kumar Appukuttan Nair Leela and Divya Praveen.

As on date of this Red Herring Prospectus, our Promoters and Promoter Group hold an aggregate of 96,91,646 Equity Shares, representing 96.04% of the Issued, Subscribed and Paid-up Equity Share Capital of our Company. (Shareholding of Promoter Group is negligible, and there is one public shareholder). For details of the Capital build-up of our Promoters, see chapter titled "Capital Structure" beginning on page no. 93 of this Red Herring Prospectus.

The details of our Promoters are as follows:

A L Arun Kumar

A L Arun Kumar, is the Promoter of our Company and holds the position of Chairman & Managing Director. As on date of filing of this Red Herring Prospectus, A L Arun Kumar holds 50,21,798 Equity Shares representing 49.77% of the subscribed and paid-up Equity Share capital of our Company.

Date of Birth: June 04, 1978

Age: 48 years

PAN: AMSPK2718F

Residential Address: F1-16, F Zone, Skylark Arcadia Villa, Phase 2, Kodigehalli

Village, K R Puram Hobli, Kadugodi Plantation, Bengaluru, Karnataka, 560067

Qualification: Bachelor of Engineering from Dr. Ambedkar Institute of

Technology

Experience: He has more than 21 years of experience in Brewery industry.

Nationality: Indian

Other Directorship/s:

1. Lumiere Technologies Private Limited;

2. SpectraA Technology Solutions Pte. Ltd. (incorporated in Singapore);

3. Lumiere Technologies (FZE) (incorporated in UAE); and

4. SpectraA Industries FZ-LLC (incorporated in UAE).

Position/posts held in the past: He was appointed as an Executive Director of our Company since 2014 and subsequently his designation was changed as Chairman and Managing Director with effect from August 13, 2021. Further he was reappointed as Chairman and Managing Director for a period of three years with effect from August 13, 2026 vide Shareholders Resolution dated August 06, 2026. Other Ventures: Except as mentioned below, he is not involved with any other venture, as a shareholder/ stakeholder, proprietor, partner or promoter:

(a) Lumiere Technologies Private Limited

(b) SpectraA Technology Solutions Pte. Ltd. (Singapore)

(c) Lumiere Technologies (FZE) (UAE)

(d) SpectraA Industries FZ-LLC (UAE)

Note: For further details of Qualification, Experience and Special Achievements please refer to Our Management Chapter on page 212.

Sailaja Arun Kumar

Sailaja Arun Kumar is the Promoter and Non- Executive Director of our Company

since 2009. As on date of filing of this Red Herring Prospectus, Sailaja Arun

Kumar holds 36,60,408 Equity Shares representing 36.27% of the subscribed and

paid-up Equity Share capital of our Company.

Date of Birth: March 22, 1982

Age: 44 years

PAN: BNAPK5228A

Residential Address: # 28, Veerappa Reddy Layout, 4 th Cross, SGR Dental

College, Munnekolala, Bangalore North, Bangalore, Marathahalli Colony,

Karnataka, 560037

Qualification: Bachelor of Science Degree in Microbiology from PSG College of

Art and Science, Coimbatore (2002); Master of Science in Biotechnology from

University of Madras (2004)

Experience: She has more than 17 years of experience as a Director in our Company .

Nationality: Indian

Other Directorship/s:

1. Lumiere Technologies Private Limited;

2. SpectraA Technology Solutions Pte. Ltd. (incorporated in Singapore);

Position/posts held in the past: She has been appointed as a Non-Executive Director of the Company since incorporation of the Company i.e., January 20, 2009.

Other Ventures: Except as mentioned below, she is not involved with any other venture, as a shareholder/ stakeholder, proprietor, partner or promoter.

(a) Lumiere Technologies Private Limited

Note: For further details of Qualification, Experience and Special Achievements please refer to Our Management Chapter on page 212.

Praveen Kumar Appukuttan Nair Leela

Praveen Kumar Appukuttan Nair Leela is the Promoter of our Company. As on

date of filing of this Red Herring Prospectus, Praveen Kumar Appukuttan Nair

Leela holds 5,04,585 Equity Shares representing 5.00% of the subscribed and paid-

up Equity Share capital of our Company.

Date of Birth: August 21, 1979

Age: 47 years

PAN: ABPPL5237J

Residential Address: 288C Jurong East Street 21, #06-390, Singapore 603288

Qualification: Bachelor of Engineering in Chemical Engineering from Bangalore

University (2001); Master of Business Administration (Executive) from S P Jain

School of Global Management (2013)

Experience: He has 23 years of experience in sales, business development, key

account and channel management, and project execution in various companies.

Nationality: Indian

Other Directorship/s: NIL

Position/posts held in the past: NA

Other Ventures: NIL

Divya Praveen

Divya Praveen is the Promoter of our Company. As on date of filing of this Red

Herring Prospectus, Divya Praveen holds 5,04,585 Equity Shares representing

5.00% of the subscribed and paid-up Equity Share capital of our Company.

Date of Birth: May 29, 1981

Age: 45 years

PAN: ADTPV1577F

Residential Address: # 28, Veerappa Reddy Layout, 4th Cross, SGR Dental

College, Munnekolala, Bangalore North, Bangalore, Marathahalli Colony,

Karnataka, 560037

Qualification: Bachelor of Commerce from Bangalore University (2002)

Post Graduate Diploma in Business Administration from Symbiosis Centre for

Distance Learning, Pune (2006)

Experience: She has 10 years of experience in Administrative, Accounting and

HR functions in various companies.

Nationality: Indian

Other Directorship/s: NIL

Position/posts held in the past: NA

Other Ventures: NIL

DECLARATION

We declare and confirm that the details of the Permanent Account Number, Aadhaar Card Number and Driving License Number, Passport Number and Bank Account Number of our Promoters will be submitted to the Stock Exchange i.e. National Stock Exchange of India Limited, where the Equity Shares are proposed to be listed at the time of filing this Red Herring Prospectus.

UNDERTAKINGS / CONFIRMATIONS

- Neither our Promoters nor persons or entities forming part of our Promoters Group, our directors, or our Company 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, members of the Promoters Group and

Directors of our Company 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;

- None of our Promoters or Directors are/were directors 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 during their tenure;

- Neither our Company nor any of our Promoters or Directors have been declared as willful 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;

- None of our Promoters or Directors are fugitive economic offenders;

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

- No material regulatory or disciplinary action has been taken by a stock exchange or regulatory authority in the past five years against any of the Promoters nor is there any outstanding action against the Promoters.

- The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group Company/ies and Company/ies promoted by the Promoters are disclosed in chapter titled "Outstanding Litigations and Material Developments" beginning on page 308 of this Red Herring Prospectus.

- There are no conflicts of interests between the third-party service providers (crucial for operations of the Company) and the Company, Promoters and Promoter Group.

- There are no conflict of interest between the lessor of the immovable properties, (crucial for operations of the company), the Company, Promoter, Promoter Group, Key Managerial Personnel and Directors.

- There are no findings/observations of any of the inspections by SEBI or any other regulator which are material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have already disclosed in this Red Herring Prospectus.

- Except for the business relationship that may exist between the Company, Promoters and Promoter Group and the lessor of the immovable properties, (crucial for operations of the company), there are no conflicts of interest between the lessor and the Company, Promoters and Promoter Group.

CHANGE IN THE CONTROL OF THE ISSUER IN LAST FIVE YEARS

There has not been any change in the control of our Company in the five years immediately preceding the date of this Red Herring Prospectus.

INTEREST OF OUR PROMOTERS

(a) Interest in Promotion of the Issuer

Our Promoters are interested in the promotion of our Company and also to the extent of their shareholding and shareholding of their relatives, from time to time, for which they are entitled to receive dividend payable, if any, and other distribution in respect of the Equity Shares held by them and their relatives. For details regarding the shareholding of our Promoters in our Company, please see "Capital Structure" on page 93 of this Red Herring Prospectus. Our Promoters may also be deemed to be interested to the extent of the remuneration, as per the terms of their appointment and reimbursement of expenses payable to them. For details, please refer to "Related Party Disclosure" beginning on page 264 of this Red Herring Prospectus.

(b) Interest in the property

Except as mentioned in the section titled "Our Business Property" and in the Chapter titled "Restated Consolidated

Financial Statements Note 29 -Related Party Disclosure" on page 164 and 262 respectively of this Red Herring Prospectus, our Promoters do not have any other interest in any property acquired by our Company in a period of 3 (three) years before filing of this Red Herring Prospectus or proposed to be acquired as on the date of this Red Herring Prospectus.

(c) Interest in any transaction in acquisition of land, construction of building, supply of machinery, etc.

Except as mentioned in the section titled "Our Business Property" and in the Chapter titled "Restated Consolidated

Financial Statements Note 29 -Related Party Disclosure" beginning on page 188 and 262 respectively of this Red Herring Prospectus, our Promoters do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery or any other contract, agreement or arrangement entered into by our Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

(d) Interest in our Company arising out of being a member of a firm or company

Our Promoters are not interested as member of a firm or company, the nature and extent of the interest of the firm or company and no sum has been paid or agreed to be paid to them or to such firm or company in cash or shares or otherwise by any person either to induce this person to become, or qualify such person as a director, or otherwise for services rendered by such person or by such firm or company in connection with the promotion or formation of our Company.

INTEREST IN OUR COMPANY OTHER THAN AS PROMOTER

Except as mentioned in this chapter and chapters titled "Our Business", "History and Certain Other Corporate Matters",

"Our Management" and "Restated Consolidated Financial Statements" beginning on pages 164, 206, 212 and 243, respectively, our Promoters do not have any other interest in our Company.

PAYMENT OR BENEFIT TO THE PROMOTERS OR PROMOTER GROUP IN THE LAST 2 (TWO) YEARS

Except as stated above in Sections "Related Party Disclosure" & "Our Management" beginning on page 264 and 212 respectively of this Red Herring Prospectus, there has been no amount or benefit paid or given during the preceding 2 (two) years of filing of this Red Herring Prospectus or intended to be paid or given to any of the Promoters or members of our Promoter Group.

MATERIAL GUARANTEES PROVIDED BY OUR PROMOTERS

Except as stated in the chapter titled "Financial Indebtedness" and section titled "Restated Consolidated Financial Statements" beginning on page 273 and 243 respectively of this Red Herring Prospectus, respectively, our Promoters have not given any material guarantees to third parties with respect to Equity Shares of the Company as on the date of this Red Herring Prospectus.

COMPANIES OR FIRMS WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE YEARS

None of our Promoters have disassociated themselves from any company or firm in the three years preceding the date of this Red Herring Prospectus, except for the following:

Sr. No.	Name of Promoter	Name of Entity	Date of disassociation	Reason
1	A L Arun Kumar	Cupid Breweries and Distilleries Limited (formerly known as Cupid Trades & Finance Limited)	December 09, 2024	To devote adequate time, attention and focus to the operations and growth of SpectraA.

OTHER VENTURES OF OUR PROMOTERS

Save and except as disclosed in this chapter titled "Our Promoters & Promoter Group" and the chapter titled "Our

Management", beginning on page 231 and 212 of this Red Herring Prospectus, there are no ventures promoted by our Promoters in which they have any business interests/ other interests.

OUTSTANDING LITIGATION DETAILS OF OUR PROMOTERS

The litigation record, the nature of litigation, and status of litigation of our Promoters are disclosed in chapter titled

" Outstanding Litigations and Material Developments" beginning on page 308 of this Red Herring Prospectus.

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 refer the chapter titled "Our Management" beginning on page 212 of this Red Herring Prospectus.

Our Promoters - A L Arun Kumar, Sailaja Arun Kumar, Praveen Kumar Appukuttan Nair Leela and Divya Praveen have an overall experience of around 21 years and 17 years respectively. The Company shall also endeavour to ensure that relevant professional help is sought as and when required in the future.

RELATED PARTY TRANSACTIONS

Except as stated in the Chapter titled "Restated Consolidated Financial Statements Note 29 - Related Party Disclosure" on page 264 of this Red Herring Prospectus, our Company has not entered related party transactions with our Promoters.

COMMON PURSUITS OF OUR PROMOTERS

Our Promoters are not involved with any ventures which are in the same line of activity or business as that of our Company.

GUARANTEES PROVIDED BY OUR PROMOTERS

Except as stated in the Section titled "Financial Indebtedness" on Page 273 and section titled "Restated Consolidated Financial Statements" beginning on page 243 and of this Red Herring Prospectus, respectively, there are no material guarantees given by our Promoters to third parties with respect to any loans of the Company as on the date of this Red Herring Prospectus.

OUR PROMOTER GROUP

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

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

A L Arun Kumar
Relationship with Promoter	Name
Father	Raman Appukuttan Nair
Mother	Leela Nair
Spouse	Sailaja Arun Kumar
Brother(s)	Praveen Kumar Appukuttan Nair Leela
Sister(s)	NA
Son(s)	NA
Daughter(s)	Bansuri S Arun
Spouses Father	Ramachandran P Nair
Spouses Mother	R Nalini
Spouses Brother(s)	Jayachandran
Spouses Sister(s)	NA
Sailaja Arun Kumar
Relationship with Promoter	Name
Father	Ramachandran P Nair
Mother	R Nalini
Spouse	A L Arun Kumar
Brother(s)	Jayachandran
Sister(s)	NA
Son(s)	NA
Daughter(s)	Bansuri S Arun
Spouses Father	Raman Appukuttan Nair
Spouses Mother	Leela Nair
Spouses Brother(s)	Praveen Kumar Appukuttan Nair Leela
Spouses Sister(s)	NA
Praveen Kumar Appukuttan Nair Leela
Relationship with Promoter	Name
Father	Raman Appukuttan Nair
Mother	Leela Nair
Spouse	Divya Praveen
Brother(s)	A L Arun Kumar
Sister(s)	NA
Son(s)	NA
Daughter(s)	Jiya Praveen
	Rhea Praveen
Spouses Father	Late Venugopalan Manamkatil
Spouses Mother	Rugmini E
Spouses Brother(s)	Vijay V
Spouses Sister(s)	NA
Divya Praveen
Relationship with Promoter	Name
Father	Late Venugopalan Manamkatil
Mother	Rugmini E
Spouse	Praveen Kumar Appukuttan Nair Leela
Brother(s)	Vijay V
Sister(s)	NA
Son(s)	NA
Daughter(s)	Jiya Praveen
	Rhea Praveen
Spouses Father	Raman Appukuttan Nair
Spouses Mother	Leela Nair
Spouses Brother(s)	A L Arun Kumar
Spouses Sister(s)	NA

b. Companies / entities forming part of our Promoter Group

Nature of Relationship Name of Entities

Any Body Corporate in which twenty percent or more of the 1. Lumiere Technologies Private Limited equity share capital is held by Promoter or an immediate 2. Lumiere Technologies (FZE) relative of the Promoter or a firm or HUF in which Promoter or any one or more of his immediate relatives are a member Any Body corporate in which Body Corporate as provided 1. Nair & Co. above holds twenty percent or more of the equity share 2. SpectraA Industries FZ-LLC capital. Any Hindu Undivided Family or Firm in which the NA aggregate shareholding of the Promoter and his immediate relatives is equal to or more than twenty percent. c. Companies related to our Promoter Company: Not Applicable

Nature of Relationship	Name of Entities
Subsidiary or holding company of Promoter Company.	NA
Any Body corporate in which Promoter (Body Corporate)	NA
holds 20% or more of the equity share capital or which holds
20% or more of the equity share capital of the Promoter (Body
Corporate).

d. Person whose shareholding is aggregated under the heading "Shareholding of the Promoters Group"

Name of Entities / Person

1. Leela Nair

2. Raman Appukuttan Nair

3. R Nalini

For further details on our Group Companies refer Chapter titled "Our Group Companies" beginning on page no. 239 of this Red Herring Prospectus.

OUR GROUP COMPANIES

In accordance with the SEBI ICDR Regulations and the applicable accounting standards, for the purpose of identification of

Group Companies, our Company has considered (i) such companies (other than promoter(s) and subsidiary/subsidiaries) with which our Company had related party transactions, during the period for which Restated Consolidated Financial Statement is disclosed in this Red Herring Prospectus, as covered under the applicable accounting standards; and (ii) any other company considered material by our Board.

In respect of item (i) above, all such companies with which our Company had related party transactions during the period covered in the Restated Consolidated Financial Statement included in the Offer Documents, as covered under the applicable accounting standards, shall be considered as Group Companies in terms of the SEBI ICDR Regulations.

In respect of item (ii) above, our Board in its meeting held on February 25, 2026 and September 08, 2026 has considered and adopted the Materiality Policy, inter alia, for identification of companies that shall be considered material and shall be disclosed as a group company in this Red Herring Prospectus. In terms of the Materiality Policy, a company (other than the companies covered under the schedule of related party transactions as per the Restated Consolidated Financial Statement included in the Offer Documents) shall be considered material and will be disclosed as a Group Company in the Offer

Documents, if it is a member of the Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations, and our Company has entered into one or more transactions with such company during the last completed fiscal year (or relevant stub period, if applicable), which individually or cumulatively in value exceeds 10% of the revenue from operations of our Company for the last completed fiscal year or the relevant stub period, as applicable, as per the Restated Consolidated Financial Statement included in the Offer Documents.

Based on the above criteria laid out by the SEBI ICDR Regulations and our Materiality Policy, our Board has determined that our Company has the following Group Company as on the date of this Red Herring Prospectus.

1. Lumiere Technologies (FZE) (Formerly known as Spectraa Technology Solutions (FZE))

Brief Corporate Information

Date of Incorporation/Registration	July 10, 2023
Business Activities	Industrial Plant Equipment and Spare Parts Trading
Registration Number	4482
Registered Office Address	SRTI Park, Emirate of Sharjah, U.A.E.

Shareholding as on September 05, 2026

Sr. No. Name of the Shareholders	Shareholding (No. of Shares)	Value per Share (in A.E.D)	%age Shareholding
1. A L Arun Kumar	100	200	100%
Total	100		100%

Board of Directors

As on date of this RHP the Board of Directors comprised of:

Sr. No.	Name of the Director	Designation
1.	A L Arun Kumar	Director

Financial Information

Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, basic earnings per share, diluted earnings per share and net asset value, derived from the un-audited financial statements of Lumiere Technologies (FZE) for the preceding three years, as required by the SEBI ICDR Regulations, is available on our Companys website at www.spectraa.com.

2. SpectraA Industries FZ-LLC

Brief Corporate Information

Date of Incorporation/Registration	May 29, 2025
Business Activities	Metal Industrial Frameworks Manufacturing
Registration Number	0000004069163
Registered Office Address	Z2S02-33 Shed No.2 Zone 2 Al Hamra FZ Al Hamra Industrial Free Zone
	RAK, United Arab Emirates

Shareholding as on September 05, 2026

Sr. No. Name of the Shareholders	Shareholding (No. of Shares)	Value per Share (in A.E.D)	%age Shareholding
1. Nair Leela Nair Arun Kumar	150	1,000	100%
Appukuttan
Total	150	1,000	100%

Board of Directors

As on date of this RHP the management comprised of:

Sr. No. Name of the Manager	Designation
1. Nair Leela Nair Arun Kumar	Manager
Appukuttan

Financial Information

The Company was incorporated on May 29, 2025. The audit of the financial statements for the year has not been completed as on the date of this RHP.

3. Lumiere Technologies Private Limited

Brief Corporate Information

Date of Incorporation	July 15, 2010
Business Activities	Trading company engaged in import of quality checking equipment, bottling
	lines and canning lines for brewery industry.
Registration Number	054498
Registered Office Address	No.17/7, Ali Asker Road, Cunnigham Road Vasanthnagar, Vidhana Soudha,
	Bangalore, Bangalore North, Karnataka, India, 560001

Shareholding as on September 05, 2026

Sr.	Name of the Shareholders	Shareholding (No. of Shares)	%age Shareholding
No.
1.	A L Arun Kumar	380,000	99%
2.	Sailaja Arun Kumar	5,000	1%
	Total	385,000	100%

Board of Directors

As on date of this RHP the Board of Directors comprised of:

Sr. No.	Name of the Director	Designation
1.	A L Arun Kumar	Director
2.	Sailaja Arun Kumar	Director

Financial Information

Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, basic earnings per share, diluted earnings per share and net asset value, derived from the audited financial statements of Lumiere Technologies Private Limited for the preceding three years as required by the SEBI ICDR Regulations, is available on our Companys website at www.spectraa.com.

Other confirmations

Common Pursuits

Except as disclosed in the section "Restated Consolidated Financial Statement Related Party Disclosure" on page 264, there are no common pursuits between our Group Company and our Company. Our Company shall adopt necessary measures and practices as permitted by law and regulatory guidelines to address any conflict situation as and when they arise.

Related business transactions with the Group Companies and significance on the financial performance of our Company

Other than the transactions disclosed in "Restated Consolidated Financial Statement Related Party Disclosure" on page

264, there are no other related business transactions with our Group Company. Such transactions do not have any significant effect on the financial performance of our Company.

Business Interest in our Company

Our Group Companies do not have any interest in our Companys business other than as stated in "Our Business" and

" Restated Consolidated Financial Statements" on pages 164 and 243 respectively.

Litigations

Except as disclosed in the section titled Outstanding Litigations and Other Material Developments beginning on page 308 of this Red Herring Prospectus, there are no litigations involving our Group Companies which may have a material impact on our Company.

Other confirmations

- The equity shares of our Group Companies are not listed on any stock exchange. For further details, see "Other Regulatory and Statutory Disclosures" on page 331.

- Our Group Companies have not made any public or rights issue of securities in the three years preceding the date of this Red Herring Prospectus.

- As on the date of this Red Herring Prospectus, there is no conflict of interest between the suppliers /vendors of raw materials, third party service providers and lessor of the immovable properties (crucial for operations of the Company) and our Group Companies and its directors.

Apart from the Companies mentioned above, our Company has no other Group Company. However, we have a subsidiary company, SpectraA Technology Solutions Pte. Ltd. The details of the subsidiary are provided in the section titled "History and Certain Other Corporate Matters - Our Subsidiary/ Associate Company" at page 208.