United Cotfab Ltd Directors Report

OUR MANAGEMENT

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 currently has 4 (Four) directors on our Board, out of which 1 (One) is Executive Director, 1 (One) is Non-Executive Director and 2 (Two) are Non-Executive Independent Directors.

1. Mr. Gagan Nirmalkumar Mittal - Chairman and Managing Director

2. Mr. Nirmalkumar Mangalchand Mittal - Non-Executive Non Independent Director

3. Mr. Safalkumar Hasmukhbhai Patel - Non-Executive Independent Director

4. Ms. Rashmi Kamlesh Otavani - Non-Executive Independent Director The Following table sets forth details regarding the Board of Directors as on the date of this Draft Prospectus: -

Mr. Gagan Nirmalkumar Mittal
Fathers Name	Mr. Nirmalkumar Mangalchand Mittal
DIN	00593377
Date of Birth	February 06, 1982
Age	41 Years
Designation	Chairman and Managing Director
Status	Executive
Qualification	H.S.C (Higher Secondary Class)
No. of Years of Experience	He is a major founding member of our company and has around (18) eighteen years of extensive experience in the textile industry. He oversaw the establishment of our production facilities, and the company has grown significantly in the years since its founding.
Address	32, Golden Tulip Bunglows, B/H Shreyas Foundation, Manek Baug, Ahmedabad, Gujarat- 380015
Occupation	Business
Nationality	Indian
Date of Appointment	Since August 25, 2015, when United Cotfab Limited Liability Partnership was formed, he has been serving as a Designated Partner.
	He then served the company as chairman and executive director following the conversion of United Cotfab Limited Liability Partnership to United Cotfab Private Limited on November 02, 2023. Following that, on November 6, 2023, he was redesignated to Chairman and Managing Director, a position he would hold for five (5) years w.e.f. November 6, 2023.
Term of Appointment and date of expiration of current term of office.	Holds office for the period of 5 (Five) years w.e.f. November 06, 2023 liable to retire by rotation.
Other Directorships	1. United Polyfab Gujarat Limited
	2. United Polyfab Private Limited
	3. Vinod Denim Limited
	4. United Techfab Private Limited
	5. Unitedgreen Distilleries Private Limited

 

Mr. Nirmalkumar Mangalchand Mittal
Fathers Name	Mr. Mangalchand Mittal
DIN	01528758
Date of Birth	May 08, 1957
Age	66 years

 

Designation	Non-Executive Non Independent Director
Status	Non-Executive
Qualification	-
No. of Years of Experience	Over 40 years of textile industry experience.
Address	32, Golden Tulip Bunglows, B/h Shreyas Foundation, Manek Baug, Ahmedabad Gujarat- 380015
Occupation	Business
Nationality	Indian
Date of Appointment	He began serving as a Partner of the former United Cotfab Limited Liability Partnership on August 25, 2015, and on March 25, 2021, his designation was changed to Designated Partner.
	Subsequently, on November 02, 2023, he assumed the role of Non-Executive Director in the conversion of United Cotfab Limited Liability Partnership to United Cotfab Private Limited.
Term of Appointment and date of expiration of current term of office.	Liable to retire by rotation.
Other Directorships	1. United Polyfab Gujarat Limited
	2. United Polyfab Private Limited
	3. Vinod Spinners Private Limited
	4. Vinod Fabrics Private Limited
	5. United Techfab Private Limited
	6. Unitedgreen Distilleries Private Limited
	7. Vinod Energy LLP

 

Mr. Safalkumar Hasmukhbhai Patel
Fathers Name	Mr. Hasmukhbhai Somabhai Patel
DIN	08107710
Date of Birth	March 20, 1993
Age	30 Years
Designation	Non-Executive Independent Director
Status	Non-Executive
Qualification	In compliance with the Advocates Act, 1961, he possesses a Certificate of Practice in the Profession of Law in India and has cleared the All India Bar Examination.
No. of Years of Experience	He has more than five years of experience in the legal industry.
Address	325/4, Shreyansh Society, Sector-22, Gandhinagar, Gujarat- 382021.
Occupation	Professional
Nationality	Indian
Date of Appointment	Commencing on November 06, 2023, he was designated as an Additional Independent Director of the Company, a position he will retain until the next Ensuing General Meeting. He was then regularized as a non-executive independent director of the company for a term of 5 (five) years, beginning on November 06, 2023, and not subject to retirement by rotation, in the Extra Ordinary General Meeting of the Members held on November 8, 2023.
Term of Appointment and date of expiration of current term of office.	Holds office for a period of 5 (Five) years w.e.f. November 06, 2023 not liable to retire by rotation.
Other Directorships	1. United Polyfab Gujarat limited
Ms. Rashmi Kamlesh Otavani
Fathers Name	Mr. Ajaykumar Aavatram Ahuja
DIN	06976600
Date of Birth	October 06, 1980
Age	43 years
Designation	Non-Executive Independent Director
Status	Non-Executive
Qualification	She holds the degree of Company Secretary from the Institute of Company Secretaries of India. She also holds the degree of Bachelor of Commerce from Saurashtra University.
No. of Years of Experience	She has over ten years of experience in a variety of fields, including due diligence, drafting, administration, and legal and secretarial compliances.
Address	R-301, Ozone Glitter, Near Galaxy Underbridge Naroda, Ahmedabad - 382330
Occupation	Professional
Nationality	Indian
Date of Appointment	Commencing on November 06, 2023, she has been designated as an Additional Non- Executive Independent Director of the Company, a position she will retain until the end of the subsequent General Meeting. Following that, on November 8, 2023, at the Extra Ordinary General Meeting of the Members, she was regularized as a Non-Executive Independent Director of the Company, serving for a term of five (five) years starting on November 6, 2023, and not subject to retirement by rotation.
Term of Appointment and date of expiration of current term of office.	Holds office for a period of 5 (Five) years w.e.f. November 06, 2023 not liable to retire by rotation.
Other Directorships	1. United Polyfab Gujarat limited
	2. Yuranus Infrastructure Limited
	3. Aristo Bio-Tech And Lifescience Limited
	4. Dynemic Products Limited
	5. Shree Ram Proteins Limited

As on the date of the Draft Prospectus;

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

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

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

C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a Promoters, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

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

E. None of Promoters or Directors of our Company are a fugitive economic offender.

F. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

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

RELATIONSHIP BETWEEN THE DIRECTORS

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

Name of Director	Designation	Relation
Mr. Gagan Nirmalkumar	Chairman and Managing	He is the son of Mr. Nirmalkumar Mangalchand Mittal,
Mittal	Director	our Non Executive Director.
Mr. Nirmalkumar
	Non-Executive Non	He is the father of Mr. Gagan Nirmalkumar Mittal, our
Mangalchand Mittal
	Independent Director	Chairman and Managing Director.

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

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

SERVICE CONTRACTS

None of our directors 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. However, Executive Directors of our Company are appointed for specific terms and conditions for which no formal agreements are executed, however their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company. Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of employment.

BORROWING POWERS OF THE BOARD OF DIRECTORS

Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on December 16, 2023 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of Rs. 300 Crores (Rupees Three Hundred Crores only).

BRIEF PROFILE OF OUR DIRECTORS MR. GAGAN NIRMALKUMAR MITTAL

The companys chairman, managing director, and promoter is 41-year-old Mr. Gagan Nirmalkumar Mittal. Since August 25, 2015, when United Cotfab Limited Liability Partnership was formed, he has been serving as a Designated Partner. He has passed Gujarat Board Higher Secondary exam. He then served the company as chairman and executive director following the conversion of United Cotfab Limited Liability Partnership to United Cotfab Private Limited on November 02, 2023. Following that, on November 6, 2023, his designation was changed to Chairman and Managing Director, a position he would hold for five (5) years w.e.f November 06, 2023. He is a major founding member of our company and has around eighteen years of extensive experience in the textile industry. He oversaw the establishment of our production facilities, and the company has grown significantly in the years since its founding. MR. NIRMALKUMAR MANGALCHAND MITTAL

Mr. Nirmalkumar Mangalchand Mittal aged 66 years is Non-Executive Director of the Company. He has over 40 years of textile industry experience. He currently oversees the groups planning, administration, and commercial development. He was originally appointed as a Partner of Erstwhile United Cotfab Limited Liability Partnership since August 25, 2015 and subsequently his designation was changed to Designated Partner w.e.f March 25, 2021. Then after he is acting as a Non-Executive Director on Conversion of United Cotfab Limited Liability Partnership to United Cotfab Private Limited w.e.f. November 02, 2023.

MR. SAFALKUMAR HASMUKHBHAI PATEL

Thirty-year-old Mr. Safalkumar Hasmukhbhai Patel is an Independent Director of the company. Commencing on November 06, 2023, he was designated as an Additional Independent Director of the Company, a position he will retain until the next Ensuing General Meeting. He was then regularized as a non-executive independent director of the company for a term of 5 (five) years, beginning on November 06, 2023, and not subject to retirement by rotation, in the Extra Ordinary General Meeting of the Members held on November 8, 2023. In compliance with the Advocates Act, 1961, he possesses a Certificate of Practice in the Profession of Law in India and has cleared the All India Bar Examination. He has more than five years of experience in the legal industry.

Ms. Rashmi Kamlesh Otavani

The company has Mrs. Rashmi Kamlesh Otavani, a 43-year-old independent director. Commencing on November 06, 2023, she has been designated as an Additional Non-Executive Independent Director of the Company, a position she will retain until the end of the subsequent General Meeting. Following that, on November 8, 2023, at the Extra Ordinary General Meeting of the Members, she was regularized as a Non-Executive Independent Director of the Company, serving for a term of five (five) years starting on November 6, 2023, and not subject to retirement by rotation. She graduated from Gujarat University with a Bachelor of Commerce degree and is a member of the Institute of Company Secretaries of India. She also serves as an independent director for a number of other companies. She has over ten years of experience in a variety of fields, including due diligence, drafting, administration, and legal and secretarial compliances.

COMPENSATION AND BENEFITS TO THE CHAIRMAN AND MANAGING DIRECTOR IS AS FOLLOWS:

Name	Mr. Gagan Nirmalkumar Mittal
Designation	Chairman and Managing Director
	Since August 25, 2015, when United Cotfab Limited Liability
	Partnership was formed, he has been serving as a Designated Partner.
Date of Appointment/ Change in	He then served the company as chairman and executive director following the conversion of United Cotfab Limited Liability
Designation	Partnership to United Cotfab Private Limited on November 02, 2023.
	Following that, on November 6, 2023, he was redesignated to Chairman and Managing Director, a position he would hold for five (5) years.
Period	Holds office for the period of 5 (Five) years w.e.f. November 06, 2023 liable to retire by rotation.
Salary	Up to Rs. 1,00,000 Per Month.
Bonus	-
Perquisite/Benefits	-
Commission:	-
Compensation/ remuneration paid during the F.Y. 2022-23	NIL

SITTING FEES PAYABLE TO NON-EXECUTIVE DIRECTORS

Till date, our Company has not paid any sitting fees to any of the Non-Executive Directors for attending any of the Board or Committee Meetings. Further, The Board of Directors is into discussion to approve and pay sitting fees to Non-Executive Directors for attending any of the Board or Committee Meetings.

SHAREHOLDING OF DIRECTORS

The shareholding of our directors as on the date of this Draft Prospectus are as follows:

Name of Directors	No. Equity Shares held	Designation
1. Mr. Gagan Nirmalkumar Mittal	6002995	Chairman and Managing Director
Mr. Nirmalkumar Mangalchand 2. Mittal	6003000	Non-Executive Non Independent Director
3. Mr. Safalkumar Hasmukhbhai Patel	-	Non-Executive Independent Director
4. Ms. Rashmi Kamlesh Otavani	-	Non-Executive Independent Director

INTEREST OF DIRECTORS

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

The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by the issuer company with any company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations. Executive Director is interested to the extent of remuneration paid to them for services rendered to the company and also payment of interest on unsecured loan and lease rent.

Except as stated under "Annexure 29 -Restated Related Party Transactions" under Chapter titled "Restated Financial Information" beginning on page 148 of the Draft Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Draft Prospectus in which our directors are interested directly or indirectly.

CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Name of Director	Date of Event	Nature of Event	Reason for the changes in the board
Mr. Gagan Nirmalkumar Mittal	November 02, 2023	Appointment	He served the company as chairman and executive director following the conversion of United Cotfab Limited Liability Partnership to United Cotfab Private Limited on November 02, 2023.
Mr. Nirmalkumar Mangalchand Mittal	November 02, 2023	Appointment	He served the company as Non-executive Director following the conversion of United Cotfab Limited Liability Partnership to United Cotfab Private Limited on November 02, 2023.
Mr. Gagan Nirmalkumar Mittal	November 08, 2023	Change in Designation	On November 6, 2023, he was re-positioned as Chairman and Managing Director, a position he would hold for five (5) years Commencing on November 06, 2023, he was
Mr. Safalkumar Hasmukhbhai Patel	November 06, 2023	Appointment	designated as an Additional Independent Director of the Company, a position he will retain until the next Ensuing General Meeting. Commencing on November 06, 2023, she has been designated as an Additional Non-Executive
Mrs. Rashmi Kamlesh Otavani	November 06, 2023	Appointment	Independent Director of the Company, a position
			she will retain until the end of the subsequent General Meeting.
			He was then regularized as a non-executive independent director of the company for a term of
Mr. Safalkumar Hasmukhbhai Patel	November 08, 2023	Change in Designation	5 (five) years, beginning on November 06, 2023, and not subject to retirement by rotation, in the Extra Ordinary General Meeting of the Members held on November 8, 2023.
			On November 8, 2023, at the Extra Ordinary General Meeting of the Members, she was
Ms. Rashmi Kamlesh Otavani	November 08, 2023	Change in Designation	regularized as a Non-Executive Independent Director of the Company, serving for a term of five (five) years starting on November 6, 2023, and not subject to retirement by rotation.

CORPORATE GOVERNANCE

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

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

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

Composition of Board of Directors:

Currently our Board is consisting of 4 (Four) directors out of which 1(One) is Executive Director, 1(One) is Non- Executive Director and remaining 2 (Two) are Independent Directors.

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

Name of Directors	Designation	Status	DIN
1. Mr. Gagan Nirmalkumar Mittal	Chairman and Managing Director	Executive	00593377
2. Mr. Nirmalkumar Mangalchand Mittal	Non-Executive Director	Non-Executive	01528758
3. Mr. Safalkumar Hasmukhbhai Patel	Independent Director	Non-Executive	08107710
4. Ms. Rashmi Kamlesh Otavani	Independent Director	Non-Executive	06976600

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

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 December 15, 2023 constituted Audit Committee.

The constitution of the Audit Committee is as follows:

Name	Designation	Position in Committee
1. Mr. Safalkumar Hasmukhbhai Patel	Independent Director	Chairperson
2. Ms. Rashmi Kamlesh Otavani	Independent Director	Member
3. Mr. Gagan Nirmalkumar Mittal	Managing Director	Member

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

The Role of Audit Committee not limited to but includes: - i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the Statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company; ii. Review and monitor the auditors independence and performance, and effectiveness of audit process; iii. Examination of financial statement and auditors report thereon including interim financial results before submission to the Board of Directors for approval particularly with respect 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. Qualifications in the draft audit report. iv. Approval or any subsequent modification of transactions of the Company with related party; Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the company subject to such conditions as may be prescribed under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof; Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board; Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee; v. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter ; vi. Scrutiny of Inter-corporate loans and investments ; vii. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; viii. 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; ix. To review the functioning of the Whistle Blower mechanism, in case the same is existing; x. Valuation of undertakings or assets of the company, where ever it is necessary; xi. Evaluation of internal financial controls and risk management systems and reviewing with the management, performance of statutory & internal auditors, and adequacy of the internal control systems; xii. 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 and discussion with internal auditors of any significant findings and follow up there on; xiii. 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; xiv. approval of payment to statutory auditors for any other services rendered by the statutory auditors; xv. 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; xvi. 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 xvii. Carrying out any other function as assigned by the Board of Directors & 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.

Review of Information i. Statement of significant related party transactions (as defined by the audit committee), submitted by management; ii. Management letters / letters of internal control weaknesses issued by the statutory auditors iii. Internal audit reports relating to internal control weaknesses; iv. The appointment, removal and terms of remuneration of the Internal Auditor v. Quarterly/half yearly statement of deviation(s), if applicable, submission to stock exchange(s) in terms of regulation

32(1) 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 as often as necessary subject to minimum 2 times in a financial year. The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to minimum two Independent Director shall present at the Meeting.

2. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on December 15, 2023 constituted Stakeholders Relationship Committee. The constitution of the Stakeholders Relationship Committee is as follows:

Name	Designation	Position In Committee
1. Ms. Rashmi Kamlesh Otavani	Independent Director	Chairperson
2. Mr. Safalkumar Hasmukhbhai Patel	Independent Director	Member
3. Mr. Nirmalkumar Mangalchand Mittal	Non-Executive Director	Member

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

To supervise and ensure; a. Resolving the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; b. Review of measures taken for effective exercise of voting rights by shareholders; c. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent; d. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; e. 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 at least once in financial year. 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 December 15, 2023 constituted Nomination and Remuneration Committee.

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

Name	Designation	Position In Committee
Ms. Rashmi Kamlesh Otavani	Independent Director	Chairperson
2. Mr. Safalkumar Hasmukhbhai Patel	Independent Director	Member
3. Mr. Nirmalkumar Mangalchand Mittal	Non-Executive Director	Member

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

Role of Nomination and Remuneration Committee not limited to but includes: - i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may; a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates. iii. Formulation of criteria for evaluation of Independent Directors and the Board; iv. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and v. 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 director‘s performance; vi. recommend to the board, all remuneration, in whatever form, payable to senior management; 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 Committee is required to meet at least once in year. The quorum necessary for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members, whichever is higher.

MANAGEMENT ORGANIZATION STRUCTURE

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

OUR KEY MANAGEMENT PERSONNEL

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

Name, Designation and Date of Joining		Qualification	Previous Employment	Remuneration paid in F.Y. 2022-23)
				( in Lakhs)
Name	Mr. Nareshkumar Mistri	Bachelor of
Designation	Chief Financial Officer	Engineering	-	9.66 Lacs
Date of Appointment	November 06, 2023	(Textile Technology)
Overall Experience	He is working as a General manager at our Spinning Plant Open end Division from last 1.5 years. During this period he has exhibited exceptional leadership and management skills, contributing significantly to the overall success of our organization.

 

Name	Ms. Muskan Kashyap
Designation	Company Secretary and Compliance Officer	B.Com and Member of Institute of Company Secretaries of India	-	Not Applicable
Date of Appointment	December 15, 2023	(CS)
Overall Experience	She is Fresher Company Secretary.

BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGEMENT PERSONNEL

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

CHANGES IN THE KEY MANAGEMENT PERSONNEL

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

Name of Key Managerial Personnel	Date of Event	Nature of Event	Reason for the changes
Mr. Gagan Nirmalkumar Mittal	November 08, 2023	Change in Designation	He has been appointed as Chairman & Managing Director of the Company w.e.f November 6, 2023 in the Extra ordinary General Meeting held on November 8, 2023.
Mr. Nareshkumar Mistri	November 06, 2023	Appointment	He has been appointed as Chief Financial Officer (CFO) of the Company w.e.f. November 06, 2023.
Ms. Muskan Kashyap	December 15, 2023	Appointment	She has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. December 15, 2023

EMPLOYEE STOCK OPTION SCHEME

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

RELATIONSHIP BETWEEN KEY MANAGEMENT PERSONNEL

Name of KMP	Designation	Relation
Mr. Gagan Nirmalkumar Mittal	Chairman and Managing Director	There is No Inter se relation between the Key Management Personnels.
Mr. Nareshkumar Mistri	Chief Financial Officer	There is No Inter se relation between the Key Management Personnels.
Ms. Muskan Kashyap	Company Secretary & Compliance Officer	There is No Inter se relation between the Key Management Personnels.

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

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

Notes:

All the key managerial personnel mentioned above are on the payrolls of our Company as permanent employees.

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

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

None of our Key Managerial Personnel has entered into any service contracts with our company. No benefits are granted upon their termination from employment other than statutory benefits provided by our company and further, our Company has appointed certain Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary and Compliance officer for which our company has not executed any formal service contracts; although they are abide by their terms of appointments.

SHAREHOLDING OF THE KEY MANAGEMENT PERSONNEL

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

Name of Key Management Personnel	No. Equity Shares held	Category/ Status
1. Mr. Gagan Nirmalkumar Mittal	6002995	Chairman and Managing Director
2. Mr. Nareshkumar Mistri	-	Chief Financial Officer
3. Ms. Muskan Kashyap	-	Company Secretary and Compliance Officer