Stallion India Fluorochemicals Ltd Directors Report

OUR MANAGEMENT

In terms of the Companies Act and our Articles of Association, our Company is required to have not less than three Directors and not more than 15 Directors. As on the date of this Draft Red Herring Prospectus, our Board comprises Eight Directors, including One Managing Director, Three Executive Directors and Four Independent Directors. We have two women directors on our Board.

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

Name, designation, period, term of directorship, term, address, occupation, date of birth, DIN and age	Other directorships
1. Shazad Sheriar Rustomji
Age:53 years	Nil
Designation: Chairman and Managing Director
Address: 1002/03 A Wing, Serenity Heights, 10th Floor, Raheja Mindspace, Chincholi Bunder road Extn, Malad (w), Mumbai-400064
Occupation: Business
Date of birth: March 18, 1970
Period of directorship: Director since September 05, 2002
Term: For a period of Five years from April 01, 2022 up to March 31, 2027
DIN:01923432
2. Manisha Shazad Rustomji
Age:51 years	Nil
Designation: Executive Director
Address: 1002/03 A Wing, Serenity Heights, 10th Floor, Raheja Mindspace, Chincholi Bunder road Extn, Malad (w), Mumbai-400064
Occupation: Business
Date of birth: December 14, 1972
Period of directorship: Director since September 05, 2002
Term: Retire by rotation
DIN:03186678
3. Rohan Shazad Rustomji
Age:26 years	Nil
Designation: Executive Director
Address: 1002/03 A Wing, Serenity Heights, 10th Floor, Raheja Mindspace, Chincholi Bunder road Extn, Malad (w), Mumbai-400064
Occupation: Business
Date of birth: November 30, 1998
Period of directorship: Director since September 30, 2021
Term: Retire by rotation
DIN:09312347
4. Geetu Yadav
Age: 38 years	Nil
Designation: Executive Director
Address: Ateli (Rural) (21) Mahendragarh - 123021, Harayana
Occupation: Business
Date of birth: May 05, 1985
Period of directorship: Director since November 25, 2020
Term: Retire by rotation
DIN: 08831278
5. Rajagopal Neelacantan
Age:76 years	Maple Leaf Resorts And Hotels
Designation: Independent Director	Private Limited
Address: 902-A, Evershine Grandeur CHS Ltd, Behind Inorbit Mindspace, Inorbit Mall, Malad (w) Mumbai-400064
Occupation: Business
Date of birth: October 17, 1947
Period of directorship: Director since July 03, 2023
Term: For a period of Five years from July 03, 2023 up to July 02, 2028
DIN:00176806

 

Name, designation, period, term of directorship, term, address, occupation, date of birth, DIN and age	Other directorships
6. Virenderkumar Mehta
Age:62 years	Nil
Designation: Independent Director
Address: F-4B, Indralok Apartment Opp. Lake View Hotel Piplod Abhva Surat 395007.
Occupation: Business
Date of birth: June 22, 1961
Period of directorship: Director since July 03, 2023
Term: For a period of Five years from July 03, 2023 up to July 02, 2028
DIN:10207689
7. Bankim Ashok Mehta
Age:47 years	Nil
Designation: Independent Director
Address: B/ 304, Jai Chitrakoot Co-op. Housing Society, Kulupwadi, near National Park, Opp. Raheja Estate, Borivali (E), Mumbai-400066
Occupation: Professional
Date of birth: August 21, 1976
Period of directorship: Director since July 03, 2023
Term: For a period of Five years from July 03, 2023 up to July 02, 2028
DIN: 00029785
8. Gautam Lath
Age: 31 years	1. Seren Capital Private Limited
Designation: Additional Independent Director	2. Deepak Chemtex Limited
Address: 304, Harshad Heights, 150, Feet Road, Opp. Maxus Mall, Bhayander (W) -401101	3. Maven Capital Advisors Private Limited
Occupation: Professional
Date of birth: September 22, 1992
Period of directorship: Director since October 16, 2023
Term: For a period of Five years from October 16, 2023 up to October 15, 2023
DIN: 10198794

Brief Profiles of Directors

Shazad Sheriar Rustomji

He serves as the Managing Director of the Company. His professional journey commenced during his college years when he initiated a seafood export venture, Stallion Exports. Witnessing substantial growth in the business, he dedicated himself full-time to entrepreneurship upon completing his Junior college education at Mithibai College in Mumbai. In 1992, he founded Stallion Enterprises, laying the groundwork for the present organization.

As a first-generation entrepreneur, Mr. Shazad Sheriar Rustomji has steered the company to its current stature, demonstrating exceptional entrepreneurial prowess. His extensive experience spans over 30 years in the realm of Refrigerants and specialty chemicals, a journey marked by steady growth in the early 2000s. Possessing a profound understanding of supply chain logistics, customer requirements, and the entire value chain, he has established himself as a visionary leader.

Currently serving as the Managing Director, Shazad Sheriar Rustomji actively oversees the day-to-day business operations, leveraging his strategic insights and foresight honed through decades of industry experience. His competence extends to anticipating market evolution, a skill refined over the course of his distinguished career.

Rohan Shazad Rustomji

He holds the position of Executive Director within the organization. Having successfully completed his A level of BTEC from RIMS International School of Business and Technology, he is presently pursuing a Bachelor of Business Administration (BBA) with the University of Derby, UK. Demonstrating a keen entrepreneurial inclination, Rohan embarked on his professional journey at an early stage, immersing himself in the business to gain a comprehensive understanding from the grassroots level.

Currently, his responsibilities encompass overseeing the Imports and banking functions, reflecting his commitment to contributing meaningfully to the operational and financial aspects of the company. Rohans academic pursuits and practical experience position him as a dynamic executive with a multifaceted approach to business management.

Manisha Shazad Rustomji

Manisha Shazad Rustomji currently serves as an Executive Director within the organization. Her academic background includes the successful completion of a diploma in Fashion Designing in 1995-96. Furthermore, she holds a doctorate in Alternative Medicine specializing in the field of skin aesthetics, awarded by The Indian Board of Alternative Medicine.

Manisha has demonstrated her versatile skills within the company, previously undertaking the role of Public Relations Manager. In addition to her corporate responsibilities, she has been actively engaged in Corporate Social Responsibility (CSR) activities, showcasing her commitment to broader societal and community welfare. Her combination of educational achievements and professional experience positions her as a valuable asset in contributing to the multifaceted aspects of the organizations operations.

Geetu Yadav

She currently assumes the role of Executive Director within the Company. She is a distinguished academic with a dual Masters degree, having earned a Masters in Computer Science and a Masters in Computer Application from Maharishi Dayanand University, Rohtak. Additionally, Geetu has pursued legal studies and holds an LLB degree from Himachal Pradesh University.

Possessing comprehensive knowledge across various departments within the company, including production, supply chain, imports, sales, and accounts & finance, Geetus expertise extends throughout the organizational spectrum. Her profound comprehension of supply chain management and strategic planning establishes her as a pivotal decision-maker in formulating growth strategies. Geetu is actively involved in the evaluation and execution of new product introductions, showcasing her leadership in product development initiatives. Her overarching role encompasses the effective management and coordination of all operational facets of the company.

Rajagopal Neelacantan

Rajagopal Neelacantan serves as an Independent Director on the Board of the Company. He is an alumnus of the University of Bombay, holding a Bachelors degree in Science. With a wealth of experience in the realm of labor management, Mr. Neelacantan has successfully overseen operations in his own Facility Management Company. Additionally, he has held a partnership role in outdoor advertising firms with a nationwide presence in India.

Neelacantan holds a directorship position on the board of Maple Leaf Resorts and Hotels Private Limited, showcasing his continued engagement in strategic leadership roles within the business landscape. His diverse professional background and directorial responsibilities underscore his valuable contributions to the governance and strategic direction of the Company.

Virenderkumar Mehta

Mr. Virenderkumar Mehta serves as the Independent Director of the Company, bringing a robust educational and professional background to the board. He holds a Bachelors degree in Science and a Masters degree in Arts, both earned from Rajasthan University. Mr. Mehta specializes in Indirect Taxation, showcasing his expertise in this critical field.

His commitment to professional development is evident through his participation in specialized training programs. Mr. Mehta has attended training sessions on Audit, EXIM, Accounting Principles, Narcotics Act, and SEZ Law & Principles at the National Academy of Customs, Indirect Taxes, and Narcotics (NACIN) in Mumbai.

Mr. Mehta has contributed significantly to the public sector, having served in the Ministry of Finance, India, as Assistant Commissioner of Customs, Excise, and GST. Presently, he is engaged in providing advisory services on Indirect Taxation, demonstrating his continued commitment to leveraging his expertise for the benefit of organizations and businesses.

Bankim Ashok Mehta

Bankim Ashok Mehta serves as the Independent Director of the Company, bringing a wealth of professional qualifications and experience to the board. As an Associate Member of the Institute of Company Secretaries of India, he possesses a solid foundation in corporate governance. Mr. Mehta holds a postgraduate diploma in Securities Law from Government Law College, Mumbai, showcasing his specialization in legal aspects of securities.

Furthermore, he has undertaken a certificate course in Data Protection Law from Singapore, highlighting his commitment to staying abreast of global legal standards. Mr. Mehtas professional achievements are underscored by his recognition as a recipient of the LexFalcon Global Award.

With an extensive career spanning over two decades, Mr. Mehta has held managerial positions in prominent Financial Advisory, Investment Banking, and Stock Broking entities in India. His expertise encompasses Risk Analysis and Mitigation, Strategic Planning, Obtaining Regulatory Approvals, and proficiency in Documentation and Negotiations. Mr. Mehtas multifaceted skill set and regulatory acumen make him a valuable contributor to the governance and strategic direction of the Company.

Gautam Lath

Mr. Gautam Lath assumes the role of Independent Director within the Company, bringing a distinguished professional background to the board. As a Chartered Accountant, he earned his qualification in 2013 from the Institute of Chartered Accountants of India (ICAI). With a professional tenure exceeding 10 years, Mr. Lath has garnered extensive expertise in Management Consulting and Taxation.

In recognition of his standing in the professional community, Mr. Lath has been nominated as the Chairman for members in key committees. Specifically, he serves as the Chairman for the Entrepreneurship & Public Service, Corporate Laws and Corporate Governance committee, GST & Indirect Taxes committee, and International Trade for the period 2023-24. This appointment reflects his commitment to contributing to the advancement and regulatory aspects of these critical domains within the organizational and industry context. Mr. Laths wealth of experience and leadership roles positions him as a valuable asset to the Companys governance and strategic initiatives.

RELATIONSHIP BETWEEN OUR DIRECTORS

There is no relationship between Promoter of our Company with other Directors except as described below:

Name of Director	Designation	Relation
Rohan Shazad Rustomji	Executive Director	Son of our Promoter, Chairman and Managing Director Shazad Sheriar Rustomji
Manisha Shazad Rustomji	Executive Director	Wife our Promoter, Chairman and Managing Director Shazad Sheriar Rustomji

CONFIRMATIONS

As on the date of this Draft Red Herring Prospectus:

1. There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Directors were selected as a director or member of senior management.

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

3. None of the Directors are categorized as a wilful defaulter or fraudulent borrower, as defined under Regulation 2(1) (lll) of SEBI ICDR Regulations.

4. None of our Directors are or were directors of any listed Company whose shares have been/were suspended from trading by any of the stock exchange(s) during his/her tenure in that Company in the last five years or delisted from the stock exchange(s) during the term of their directorship in such companies.

5. None of our Directors have been declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the

SEBI ICDR Regulations, nor have been declared as a ‘fugitive economic offender under Section 12 of the

Fugitive Economic Offenders Act, 2018.

6. None of the Promoter or Directors has been or is involved as a promoter or director 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.

Remuneration / Compensation of Directors

Pursuant to Extra-Ordinary General Meeting held on November 10, 2023, the company has decided to increase the remuneration of Directors w.e.f from November 01, 2023 as mentioned below:

. Name of Director	Designation	Remuneration
1. Shazad Sheriar Rustomji	Chairman & Managing Director	41.50
2. Geetu Yadav	Executive Director	16.00
3. Rohan Shazad Rustomji	Executive Director	5.00
4. Manisha Shazad Rustomji	Executive Director	2.50

No remuneration is paid to the Non-Executive Directors.

Directors of the Company are paid monthly remuneration, sitting fees, commission and any other amounts as may be decided by our Board in accordance with the provisions of the Articles of Association, the Companies Act and other applicable laws and regulations. For details regarding remuneration paid to directors in the previous financial years kindly refer Restated Financial Statement Annexure - Related Party Transaction of beginning on page 220 of this Draft Red Herring Prospectus.

Shareholding of our Directors in our Company

Our Articles of Association do not require our Directors to hold any qualification shares.

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

Name of the Director	Number of Equity Shares	% of Pre-Issue Equity Share Capital
1. Shazad Sheriar Rustomji	5,81,45,864	94.60
2. Geetu Yadav	33,00,100	5.37
3. Manisha Shazad Rustomji	15,750	0.02
4. Rohan Shazad Rustomji	4,500	0.01
5. Rajagopal Neelacantan	100	Negligible

Interest of Directors

All of our Directors may be deemed to be interested to the extent of fees payable, if any to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable, if any to them under our Articles of Association, and/or to the extent of remuneration paid to them for services rendered as an officer or employee of our Company. Some of our Directors may be deemed to be interested to the extent of interest paid on any loan or advances provided to our company, any Body corporate including companies and firms and trusts, in which they are interested as directors, members, partners or trustees.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members, Promoter, and /or trustees pursuant to this Issue. All of our Directors may also be deemed to be to them interested to the extent of any dividend payable and other distributions in respect of the said Equity Shares, if any.

Except as stated in this chapter "Our Management" described herein to the extent of shareholding in our Company, if any, our Directors do not have any other interest in our business.

Our Directors are not interested in the appointment of or acting as Book Running Lead Manager, Registrar and Bankers to the Offer or any such intermediaries registered with SEBI.

No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members, in cash or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or otherwise for services rendered by them by such firm or company, in connection with the promotion or formation of our Company.

Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery.

Except Shazad Sheriar Rustomji, who is the Promoter of our Company, none of the other Directors are interested in the promotion of our Company.

No loans have been availed by our Directors from our Company. For further details, please see "Related Party Transactions" on page 220.

Property Interest

Except as stated/referred to in the heading titled "Land & Properties" mentioned in the chapter "Our Business" beginning on page 118 our Directors have not entered into any contract, agreement or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them.

Changes in our Board of Directors during the Last Three Years

The Changes in the Board of Directors of our Company in the three years preceding the date of this Draft Red Herring Prospectus are as follows:

Name	Date of event	Nature of event	Reason
Geetu Yadav	August 20, 2020		Appointed as Executive Director
Rohan Shazad Rustomji	September 24, 2021		Appointed as Executive Director
Rajagopal Neelacantan
Virenderkumar Mehta Bankim Ashok Mehta	July 03, 2023	Appointment	Appointed as an Independent Director
Gautam Lath	October 16, 2023		Appointed as an Additional Independent Director

Borrowing Powers of Board

Pursuant to special resolution passed at Extra-Ordinary General Meeting of our Company held on October 30, 2023 consent of the members of our Company was accorded to the Board of Directors of our Company pursuant to Section 180 (1)(c) of the Companies Act, 2013 for borrowing, from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company (apart from temporary loans obtained from our Companys bankers in the ordinary course of business) may exceed in the aggregate, the paid-up capital of our Company, its free reserves and securities premium, provided however, the total amount so borrowed in excess of the aggregate of the paid-up capital of our Company and its free reserves shall not at any time exceed 500.00 crore.

Corporate Governance

The corporate governance provisions of the Listing Regulations will be applicable to us immediately upon the listing of the Equity Shares on the Stock Exchanges, BSE and NSE. We are in compliance with the requirements of the applicable regulations, including the Listing Regulations, the Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including constitution of the Board and committees thereof, as applicable, and formulation of policies. The corporate governance framework is based on an effective independent Board, separation of the Boards supervisory role from the executive management team and constitution of the Board committees, as required under law.

Our Board has been constituted in compliance with the Companies Act and the Listing Regulations and the guidelines issued thereunder from time to time. The Board of Directors functions either as a full board or through various committees constituted to oversee specific operational areas. The executive management provides the Board of Directors detailed reports on its performance periodically.

Committees of the Board

In terms of the Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following Board-level committees:

a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholders Relationship Committee; d) Corporate Social Responsibility Committee; and e) Risk Management Committee. a) Audit Committee

Our Company has reconstituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide resolution passed in the meeting of the Board of Directors held on October 16, 2023.

Composition of Audit Committee:

Name of the Director	Status	Nature of Directorship
Gautam Lath	Chairman	Independent Director
Virenderkumar Mehta	Member	Independent Director
Shazad Sheriar Rustomji	Member	Managing Director

The Company Secretary of the Company acts as the Secretary to the Audit committee.

Role of the Audit Committee

1) Overseeing the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

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

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

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

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 the 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. g. Modified opinion(s) in the draft audit report.

5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the Draft 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.

7) Reviewing and monitoring the auditors independence and performance and effectiveness of audit process.

8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.

9) Scrutiny of inter-corporate loans and investments.

10) Valuation of undertakings or assets of the Company, wherever it is necessary. 11) Evaluation of internal financial controls and risk management systems.

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

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

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

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism, in case the same exists.

19) Approval of appointment of Chief Financial Officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.

20) To overview the Vigil Mechanism of the Company and took appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21) Monitoring the end use of funds raised through public issue and related matters.

The Audit Committee shall mandatorily review the following information:

1) Management Discussion and Analysis of financial condition and results of operations.

2) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

3) Management letters / letters of internal control weaknesses issued by the statutory auditors.

4) Internal audit reports relating to internal control weaknesses.

5) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

6) Statement of deviations: a) Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

b) Annual statement of funds utilized for purposes other than those stated in the Red Herring Prospectus/Prospectus/notice in terms of Regulation 32(7) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Powers of the Audit Committee

Investigating any activity within its terms of reference; Seeking information from any employee; Obtaining outside legal or other professional advice; and

Securing attendance of outsiders with relevant expertise, if it considers necessary.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

The Chairman of the committee has to attend the Annual General Meetings of the Company to clarifications on matters relating to the audit. b) Nomination and Remuneration Committee;

Our Company has constituted a Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 was approved by a Meeting of the Board of Directors held on October 06, 2023.

Composition of Nomination and Remuneration Committee

Name of the Director	Status	Nature of Directorship
Bankim Ashok Mehta	Chairman	Independent Director
Rajagopal Neelacantan	Member	Independent Director
VirenderKumar Mehta	Member	Independent Director
Shazad Sheriar Rustomji	Member	Managing Director

The Company Secretary of the Company acts as the Secretary to the Nomination and Remuneration Committee.

Role of Nomination and Remuneration Committee

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.

2) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

3) Devising a policy on diversity of Board of Directors.

4) 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.

5) 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) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

c) Stakeholders Relationship Committee;

Our Company has reconstituted a Stakeholders Relationship Committee to redress the complaints of the shareholders. The Stakeholders Relationship Committee was constituted as per the provisions of Section 178 (5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 vide resolution passed at the meeting of the Board of Directors held on October 06, 2023.

Composition of Stakeholders Relationship Committee

Name of the Director	Status	Nature of Directorship
Rajagopal Neelacantan	Chairman	Independent Director
Bankim Ashok Mehta	Member	Independent Director
Shazad Sheriar Rustomji	Member	Managing Director

The Company Secretary of the Company acts as the Secretary to the Stakeholders Relationship Committee.

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The terms of reference of the Stakeholders Relationship Committee include the following:

1) Redressal of shareholders/investors complaints.

2) Reviewing on a periodic basis the approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

3) Issue of duplicate certificates and new certificates on split/consolidation/renewal.

4) Non-receipt of declared dividends, balance sheets of the Company.

5) Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted by a meeting of our Board held on October 06, 2023. The members of the Corporate Social Responsibility Committee are:

Name of the Director	Status	Nature of Directorship
Shazad Sheriar Rustomji	Chairman	Managing Director
Bankim Mehta	Member	Independent Director
Rajagopal Neelacantan	Member	Independent Director

The scope and functions of the Corporate Social Responsibility Committee of our Company are in accordance with Section 135 of the Companies Act, 2013 and the applicable rules thereunder, and have been set out below:

1. formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII of the Act;

2. formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy, which shall include the following, namely:

a) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act; b) the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4; c) the modalities of utilisation of funds and implementation schedules for the projects or programmes; d) monitoring and reporting mechanism for the projects or programmes; and e) details of need and impact assessment, if any, for the projects undertaken by the company; 3. recommend the amount of expenditure to be incurred on the CSR activities; and

4. Monitor the Corporate Social Responsibility Policy of the company from time to time. e) Risk Management Committee.

The Risk Management Committee was reconstituted by a meeting of our Board held on October 16, 2023. The members of the Risk Management Committee are:

Name of the Director	Status	Nature of Directorship
Gautam Lath		Independent Director
Virenderkumar Mehta	Chairman	Independent Director
Shazad Sheriar Rustomji	Member	Managing Director

The scope and functions of the Risk Management Committee of our Company are in accordance with Regulation 21 of the SEBI Listing Regulations and the applicable rules thereunder, and have been set out below:

1. To formulate a detailed risk management policy this shall include: a) A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, environmental social and governance related risks), information, cyber security risks or any other risk as may be determined by the Committee.

b) Measures for risk mitigation including systems and processes for internal control of identified risks. c) Business continuity plan.

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To co-ordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per framework laid down by the board of directors;

4. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

5. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

6. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

7. To approve major decisions affecting the risk profile or exposure and give appropriate directions;

8. To consider the effectiveness of decision-making process in crisis and emergency situations;

9. To balance risks and opportunities;

10. To generally, assist the Board in the execution of its responsibility for the governance of risk;

11. To seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary;

12. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee; and

13. Any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the SEBI Listing regulations.

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

We will comply with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 after listing of our

Companys shares on the Stock Exchange.

Sarita Khamwani, Company Secretary and Compliance Officer, is responsible for monitoring and adhering to the rules for the prevention of dissemination of price sensitive information and the implementation of the code of conduct under the overall supervision of the Board.

Key Managerial Personnel

In addition to our Managing Director Shazad Sheriar Rustomji whose details are provided under "Brief biographies of the Directors" in chapter "Our Management" on page 155 of this Draft Red Herring Prospectus, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below. Except for certain statutory benefits, there are no other benefits accruing to the Key Managerial Personnel.

Sartia Khamwani (Company Secretary & Compliance Officer)

Sarita Khamwani is the Company Secretary & Compliance Officer of the Company. She is a Commerce graduate from H. R. College of Commerce and Economics, Mumbai and has also completed her Bachelors in Law from Kishenchand Chellaram Law College, Mumbai. She is a qualified Company Secretary and a member of Institute of Company Secretaries of India (ICSI). She has a rich experience of over 5 years and she has worked in managerial position with various entities in India. She has intensive knowledge and work experience in secretarial matters, legal matters and documentation.

Ashish Mehta (Chief Financial Officer)

Ashish Mehta years is the Chief Financial Officer of our Company. He is a qualified Chartered Accountant having passed the examination in the year 2012 from the Institute of Chartered Accountants of India (ICAI). Further, he also holds a Company Secretary qualification from the Institute of Company Secretaries of India (ICSI) having passed the examination in the year 2009. He has a vast experience in the field of preparation and filling of Income Tax, GST, Service Tax, Excise and TDS return ensuring compliance of Direct & Indirect Taxes.

Departmental/Functional head

Shivtej Tawade, aged about 28 years, holds a Bachelors degree in Engineering from Mumbai University. With a focus on procurement, he excels in managing Fire Safety & Maintenance. showcasing a skill set that significantly impacts our companys success. He is a dedicated professional with expertise in ensuring safety and maintenance efficiency of our company.

Subodh Mokal, aged about 26 years, he has completed his Bachelors of Science from Mumbai University, is a key contributor to our organization. His expertise lies in Quality Control, where he plays a crucial role in maintaining high standards across our product range.

Status of Key Managerial Personnel

All our Key Managerial Personnel are permanent employees of our Company.

Relationship between Directors and with Key Managerial Personnel

Except a mentioned below in the given table, none of the Directors of our company are related to each other as per section 2(77) of the Companies Act, 2013.

Name of the Director	Designation	Relationship
1) Shazad Sheriar Rustomji	Chairman and Managing Director	Husband of Manisha Shazad Rustomji and Father of Rohan Shazad Rustomji
2) Manisha Shazad Rustomji	Executive Director	Wife of Shazad Sheriar Rustomji and Mother of Rohan Shazad Rustomji
3) Rohan Shazad Rustomji	Executive Director	Child of Shazad Sheriar Rustomji & Manisha Shazad Rustomji

Relationship between Key Managerial Personnel

There is no family relationship between the Key Managerial Personnel of our Company.

Arrangements and Understanding with Major Shareholders, customers, suppliers or others

None of our Directors has been appointed on our Board pursuant to any arrangement with our major shareholders, customers, suppliers or others.

Shareholding of the Key Managerial Personnel

None of the Key Managerial Personnel holds any Equity shares of our Company except Shazad Sheriar Rustomji who holds 5,81,45,864 Equity shares of the Company as on the date of this Draft Red Herring Prospectus.

Bonus or Profit sharing plan of the Key Managerial Personnel

Our Company has not entered into any Bonus or Profit Sharing Plan with any of the Key Managerial Personnel.

Loans to Key Managerial Personnel

There are no loans outstanding against the key managerial personnel other than the loan, if any as mentioned in the chapter Restated Financial statement page no 175

Interest of Key Managerial Personnel

The Key managerial personnel of our Company do not have any interest in our Company other than to the extent of the remuneration 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 and to the extent of Equity Shares held by them in our Company, if any.

Except as disclosed in this Draft Red Herring Prospectus, none of our key managerial personnel have been paid any consideration of any nature from our Company, other than their remuneration and reimbursement of expenses.

Except as stated/referred to in the heading titled "Land & Properties" of "Our Business beginning on page 118 of this Draft Red Herring Prospectus our Key Managerial Personnel have no interest in any property acquired by our Company within two years of the date of this Draft Red Herring Prospectus.

Changes in Key Managerial Personnel during Last Three (3) Years

The changes in the key managerial personnel in the last three years are as follows:

Name of Managerial Personnel	Designation	Nature	Date of Event
Shazad Sheriar Rustomji	Managing Director	Reappointment	February 10, 2022
Prachi Arjun Walawalkar	Company Secretary and Compliance Officer	Resignation
Ashish Mehta	Chief Financial Officer	Appointment	October 16, 2023
Sartia Khamwani	Company Secretary and Compliance Officer	Appointment

Other than the above changes, there have been no changes to the key managerial personnel of our Company that are not in the normal course of employment.

ESOP/ESPS Scheme to Employees

Presently, our company does not have any ESOP/ESPS Scheme for employees.

Payment or Benefit to our Officers

Except as disclosed in the heading titled "Related Party Disclosure" in the section titled "Financial Statements" beginning on page 175 of 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 our officers except the normal remuneration for services rendered as officers or employees.