Value 360 Communications Ltd Directors Report

In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 (three) and not more than 15 (fifteen). As on date of this Draft Red Herring Prospectus, we have six (6) Directors on our Board, which includes one (1) Managing Director, one (1) Whole-time Director, one (1) Executive Director, three (3) Non-Executive Independent Directors.

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

Name, DIN, Designation, Address, Date of Birth, Age,	Other Directorships
Occupation, Term, Period of Directorship and Nationality
Name: Mr. Kunal Kishore	Indian Companies:
DIN: 00634724	1. Popkorn PR Plus Communication Private Limited
	2. Smartube Entertainment Private Limited
Designation: Chairman and Managing Director
	3. Irida Interactive Private Limited
Address: S-101, 2nd Floor, Greater Kailash Part-2, Greater	4. Clanstudio 9 Entertainment Private Limited
Kailash, South Delhi, Delhi 110048.	5. Hubscribe Private Limited
Date of Birth: 03/02/1980
	Foreign Companies:
Age: 45 years
	Nil
Occupation: Business
Term: Five years with effect from September 07, 2020
Period of Directorship: Director since incorporation
Nationality: Indian
Name: Mr. Gaurav Patra	Indian Companies:
DIN: 02551958
	1. Popkorn PR Plus Communication Private Limited
Designation: Whole-Time Director	2. Smartube Entertainment Private Limited
	3. Hubscribe Private Limited
Address: Flat No-8671, C-8, Vasant Kunj, South West Delhi,
Delhi - 110070.
	Foreign Companies:
Date of Birth: 12/06/1971
	Nil
Age: 54 years
Occupation: Business
Term: Five years with effect from January 30, 2025 and liable
to retire by rotation
Period of Directorship: Director since incorporation
Nationality: Indian
Name: Mrs. Manisha Chaudhary	Indian Companies:
DIN: 00634739
	1. Popkorn PR Plus Communication Private Limited
Designation: Executive Director	2. Smartube Entertainment Private Limited
	3. Hubscribe Private Limited
Address: S-101, 2nd Floor, Greater Kailash Part-2, Greater
Kailash, South Delhi, Delhi - 110048
	Foreign Companies:
Date of Birth: 26/11/1982
	Nil
Age: 42 years
Occupation: Business
Term: Five years with effect from July 16, 2025 and liable to retire by rotation
Period of Directorship: Director since May 03, 2013
Nationality: Business
	Indian Companies/HUFs/LLPs:
Name: Mr. Rajesh Agrawal
DIN: 06448058	1. Roller Flour Millers Federation of India
	2. Current Opinion and Future Trends LLP
Designation: Non-Executive, Independent Director
	3. Urben Farmers Cropcity LLP
Address: 202, Shanti Basant Apartment, Kanke Road, Near	4. Nutrelis Project India Private Limited
Gandhi Nagar, Adityanilayam Galli, Misrigonda Alias	5. Rajesh Agrawal (HUF)
Pahargonda, Ranchi, Jharkhand 834008, India	6. Bhagwati Prasad Agrawal (HUF)
Date of Birth: 28/06/1976
	Foreign Companies:
Age: 49 years
	Nil
Occupation: Professional
Term: For a period of five consecutive years with effect from
June 23, 2025
Period of Directorship: Director since June 23, 2025
Nationality: Indian
	Indian Companies:
Name Sumit Nayar
DIN: 07291906	1. Jivisha Healthcare Technologies Private Limited
Designation: Independent Director
	Foreign Companies:
Address: C-204, Alaknanda Apartments, Sector 56, Gurgaon,
Haryana - 122011	Nil
Date of Birth: 15/07/1979
Age: 45 years
Occupation: Business
Term: For a period of five consecutive years with effect from
January 31, 2025
Period of Directorship: Director since January 31, 2025
Nationality: Indian
	Indian Companies:
Name Shenaz Bapooji
DIN: 10186591	1. Skyful Marketing Advisory Private Limited
Designation: Independent Director
	Foreign Companies:
Address: 20094 Prestige Shantiniketan Whitefield Road, Next
to ITPL, Mahadevapura, Bangalore North, Bangalore,	Nil
Karnataka - 560048
Date of Birth: 02/06/1971
Age: 54 years
Occupation: Business
Term: For a period of five consecutive years with effect from
January 31, 2025
Period of Directorship: Director since January 31, 2025
Nationality: Indian

Brief Profile of Our Directors

Kunal Kishore, aged 45 years, is the Co-Founder of the Company and is serving as a Director of the Company since inception. Presently, he is serving as a Chairman and Managing Director of the Company. He is a highly accomplished serial entrepreneur, startup investor, and industry leader. He has been appointed as a Managing Director of the Company in 2020 and has been designated as Chairman of the Company in 2025. He is a seasoned PR professional and entrepreneur, he leads from the front while mapping the overall strategic direction and driving growth initiatives for the group companies. He also serves as the President of the Public Relations Consultants Association of India (PRCAI)^#.

#Source: https://prcai.org/about-us

Mr. Kishore embarked on his entrepreneurial journey over two decades ago, through a bootstrapped venture that he successfully grew into a 50 crore+ business. With a deep understanding of communication strategies across industries, spearheading V360

Groups strategic growth and cultivating new strategic partnerships.

His contributions to the PR industry have been recognized through numerous awards and honors from prestigious forums, including IPRCCA, E4M, and Reputation Today. Kunal is also an active angel investor, supporting promising startups across various sectors, including online gaming and direct-to-consumer brands such as Rooter, Fyre, Foodjam, Deciwood, and Scandalous Foods.

Gaurav Patra, aged 54 years, is the Joint Group COO & Co-Founder of V360 Group. He has been serving as a Director of the Company since inception and has been designated as a Whole Time Director in 2025. Over the past two decades, Mr. Patra has cultivated a deep understanding of the media landscape and unparalleled communication and management skills.

Before establishing V360 Group, Gaurav worked with leading publications like Cyber Media, Media Transasia, Jasubhai Digital Media, and The Indian Express Group. An alumnus of the Indian Institute of Mass Communication, Gaurav has successfully transitioned from journalism to entrepreneurship, emerging as a seasoned PR veteran and digital media expert.

Gaurav is passionate about unlocking consistent innovation and growth within V360 Group, and plays a key role in ensuring operational excellence across all ventures. His leadership has been recognized through numerous prestigious awards, including the Campaign India PR Awards, PR Professional of the Year Gold, e4m 100 Influential PR Game Changers, Reputation Todays 100 Most Influential PR Professionals in Indian Public Relations and Corporate Communications, Fin-tech Professional of the Year and the Fulcrum Awards.

His ability to cultivate and maintain strong relationships with key clients underscores his capacity to drive value for V360

Groups notable clients.

Manisha Chaudhary, aged 42 years, is a visionary businesswoman and Founder-Director of Value 360 Communications, is a trailblazer in the realm of Public Relations. She has been serving as a Director in the Company since 2013 and has been appointed as an Executive Director in the year 2025. With a foundation laid in journalism, Manishas journey has been nothing short of remarkable, ascending to the pinnacle of the PR sector at a young age. Her exceptional contributions to the evolution of the PR industry have garnered accolades from numerous trade journals and industry bodies, cementing her reputation as a leader in communications.

As the Founder-Director of Value 360 Communications since 2007, Manisha has played a pivotal role in shaping the companys trajectory. Under her stewardship, the agency has become synonymous with excellence and innovation in the PR landscape. Prior to this, she served as the Director at Precision PR & Media Pvt Ltd. from 2005 to 2007, showcasing her strategic acumen and leadership skills.

Manishas academic journey reflects her commitment to excellence. She earned her Bachelor of Mass Communications from MBICEM, IP University, in 2003, laying the groundwork for her future successes. Subsequently, she pursued a Post-Graduation in Development Communications from Jamia Milia Islamia, further enhancing her understanding of the intricacies of communication and media.

Rajesh Agrawal, aged 49 years, has been appointed as a Non-Executive, Independent Director of the Company in 2025. He is current engaged as Financial & Strategic Advisor.

He is a Fellow Chartered Accountant a fellow member of the Institute of Chartered Accountants of India. He is a Certified Independent Director registered with the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs.

He pursued his bachelors degree in commerce from Tribhuvan University, Kathmandu.

He has over 25 years of post-qualification experience across financial structuring, strategic advisory, business transformation, financial due diligence, audits, and performance reviews. He is widely recognized for his execution capability and deep understanding of complex financial environments impacting mid-market and growth-stage enterprises. He began his career with leading audit and consulting firms, where he was involved in several high-profile assignments. He has also held leadership positions in the food processing sectors, where he led business transformation, financial structuring, and growth strategy.

Sumit Nayar, aged 45 years, has been appointed as a Non-Executive, Independent Director at the Company in 2025. He is currently a Partner at Professa Consulting, where he leads the Go-To-Market (GTM) Strategy practice under the Accelerated Revenue vertical. He is bringing over two decades of cross-functional expertise in strategy, digital transformation, GTM planning, and ESG integration.

He is a certified Independent Director (IICA MCA), holds a Postgraduate Certification in ESG, and has successfully completed IRM Level 1 in Enterprise Risk Management, reinforcing his capabilities in structured risk oversight and resilience-building. Sumit specializes in corporate governance, risk management, stakeholder alignment, and operational efficiency, with sectoral experience across SaaS, healthcare, and manufacturing.

Previously, as Co-Founder of Profiliad Media, he spearheaded several high-impact growth initiatives and strategic partnerships, contributing to a 300% revenue increase within two years. His earlier consulting engagements delivered through Metapulse focused on governance frameworks, sustainability metrics, and market-entry strategies for emerging ent

Sumit holds a graduate degree from Delhi University with Economics as an elective, along with a GNIIT certification in Computer Science. He has also completed executive programs in Management Consulting, Strategic Business Management (INSEAD & Hero Vired), and ESG Sustainability (Zell Education).

With his strong foundation in economics and management consulting, Mr. Sumit Nayar continues to drive impactful change in organizations looking to enhance governance, sustainability, and strategic growth.

Shenaz Zoobin Bapooji, aged 54 years, is a seasoned marketing expert. She has been appointed as a Non-Executive, Independent Director in the Company in 2025. With over three decades of experience, she helps businesses create effective marketing strategies, specializing in Brand Building, Marketing Strategy, Go-to-Market Planning, Digital Marketing, Influencer Marketing, Content Marketing, CRM, and 360? Brand Communication.

As the Founding CMO at Shopmatic Group, Shenaz was instrumental in guiding the company from its inception to its acquisition. Prior to that, she spent 20 years at Ogilvy, one of the worlds top advertising agencies and is also accredited with launching Skyful, a marketing advisory firm.

Having worked with many well-known brands including Himalaya, Intel, ITC, and Infosys. Shenaz has an astute understanding of both B2B and B2C marketing and has won several "Best CMO" awards. She also operates as a Fractional CMO, Advisor, and Mentor for growing companies besides partnering with venture capital firms to help shape new brands in the digital world.

Shenaz holds her Bachelors in English literature from the St. Xaviers College along with postgraduation in advertisement and marketing from the same institution.

Confirmations

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

2. Neither Promoters nor persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI.

3. 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.

4. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) during his/her tenure.

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

6. 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.

7. 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.

8. No proceedings/ investigations have been initiated by SEBI against any Company, the board of directors of which also comprises any of the Directors of our Company. 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 of Companies in which they are interested by any person either to induce him to become or to help him 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.

Relationship between our Directors and Key Managerial Personnel and Senior Management

Except as stated below, none of the Directors of the Company are related to each other or to any of our Key Managerial Personnel or Senior Management.

S. No.	Name of the Directors	Relationship with other Director
1.	Kunal Kishore	Manisha Chaudhary (Spouse)

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

None of our Directors have been presently appointed or selected as a director or member of senior management pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.

Service Contracts with Directors

Except the statutory benefits upon termination of their employment in our Company or superannuation, none of the Directors are entitled to any other benefit upon retirement or termination of employment or superannuation. There are no service contracts entered into with any Directors, which provide for benefits upon retirement or termination of employment.

Borrowing Powers of our Board of Directors

In accordance with our AoA and pursuant to Board resolution dated January 30, 2025 and Special Resolution dated January 31, 2025, our Board has been authorized to borrow in any manner from time to time, any sum or sums of money(ies) at its discretion on such terms and conditions as Board may deem fit, notwithstanding that the money to be borrowed by the Company together with the money(ies) already borrowed or to be borrowed (apart from temporary loans obtained from our Companys bankers in the ordinary course of business), from the financial institutions, Companys Bankers and/or from any person or persons, firms, bodies corporate whether by way of loans, advances, deposits, issue of debentures, bonds or any financial instruments or otherwise and whether secured or unsecured, which may exceed the aggregate of the paid-up share capital of the Company and its free reserves that is to say, reserves not set apart for any specific purpose, provided that the maximum amount of money so borrowed and outstanding at any one time shall not exceed the sum of 500 Crores (Rupees Five Hundred Crores only).

Terms of Appointment of our Managing Director and Whole Time Director

Particulars	Mr. Kunal Kishore	Mr. Gaurav Patra
Appointment / Change in Designation	Originally Appointed as an Executive Director w.e.f. April 17, 2009. Further, Change in designation as Managing Director w.e.f. September 07, 2020 for a period of 5 years. Further, appointed as Chairman of the Company w.e.f. January 30, 2025.	Originally Appointed as an Executive Director w.e.f. April 17, 2009. Further, Change in designation as Whole-Time Director w.e.f. January 30, 2025 for a period of 5 years.
Current Designation Terms of Appointment	Chairman and Managing Director 5 years	Whole-Time Director 5 years Liable to retire by rotation
Remuneration & Perquisites	130.50 Lakhs	124.05 Lakhs
Compensation paid in the year 2023-24	58.50 Lakhs	55.00 Lakhs

Sitting Fees

As per Articles of Association of our Company and pursuant to Board Resolution dated January 30, 2025 the remuneration payable in terms of sitting fees to the Directors (other than Managing Director & Whole-time Directors) for attending the Meetings of the Board and Committee thereof shall not exceed the limits prescribed under Section 197(5) of the Companies Act,

2013 and has approved an amount of 15000/- for each Board Meeting & 5,000/- for each Committee Meeting.

Shareholding of our Directors in our Company as on the date of this Draft Red Herring Prospectus

Sr. No.	Name of Shareholders	Number of Equity Shares of Rs. 10 each	% of Holding
1.	Kunal Kishore	3400000	27.73%
2.	Gaurav Patra	3333333	27.19%
3.	Manisha Chaudhary	3266667	26.64%
	Total	1,00,00,000	81.56%

None of the Independent Directors of the Company holds any Equity Shares of Company as on the date of this Draft Red Herring Prospectus.

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

INTEREST OF DIRECTORS

All the Directors may be deemed to be interested to the extent of remuneration payable to them under the Articles of Association, and to the extent of remuneration paid to them for services rendered as an officer or employee of the Company. Further our director may also be deemed interested to the extent of rent reimbursement by our Company for the property taken on leave and license by the Director. For further details, please refer to Chapter titled "Our Management" beginning on page 170 of this Draft Red Herring Prospectus.

Our directors may also be regarded as interested to the extent of their shareholding and dividend payable thereon, if any, and to the extent of Equity Shares, if any held by them in our Company or held by their relatives. Further our directors are also interested to the extent of Personal Guarantee given by Directors towards Financial facilities of our Company. For further details, please refer to "Financial Indebtedness" on page 248 of this Draft Red Herring Prospectus.

Further, our directors may be deemed to be interested to the extent of the position held by them on the board of directors of Group Companies, or any consideration for services, managerial remuneration/ sitting fees received in accordance with the provisions of the applicable law. Also, our directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in which they are partners as declared in their respective capacity.

Except as stated otherwise in this Draft Red Herring Prospectus, in the Section "Management Discussion and Analysis of Financial Position And Results of Operations" on page 256 our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be entered into with them.

Interest of Directors in the property of Our Company

As on the date of this Draft Red Herring Prospectus, our directors do not have any other interest in any property acquired by our Company in a period of two years before filing of this Draft Red Herring Prospectus or proposed to be acquired by us as on date of this Draft Red Herring Prospectus.

Changes in the Board for the Last Three Years

Sr. No Name of the Director	Date of Appointment / Re - Appointment	Reasons for Change
1. Kunal Kishore	January 30, 2025	Appointed as a Chairman of the Company
2. Gaurav Patra	January 30, 2025	Re-designated as a Whole-Time Director
3. Hemant Prabhudas	January 31, 2025	Appointed as a Non-Executive Director
Vastani
4. Hemant Prabhudas	June 23, 2025	Cessation as a Non-Executive Director
Vastani
5. Rajesh Agrawal	June 23, 2025	Appointed as a Non-Executive, Independent
		Director
6. Sumit Nayar	January 31, 2025	Appointed as a Non-Executive, Independent
		Director
7. Shenaz Zoobin Bapooji	January 31, 2025	Appointed as a Non-Executive, Independent
		Director

Corporate Governance

In addition to the applicable provisions of the Companies Act, 2013, provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (ICDR) Regulations will be applicable to our Company immediately upon the listing of our Companys Equity Shares on the Emerge Platform of National Stock Exchange of India Limited (NSE Emerge). The requirements pertaining to the composition of the Board of Directors and the constitution of the committees such as the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committees as applicable on us, have been complied with.

Our Board has been constituted in compliance with the Companies Act, 2013 and in accordance with the best practices in corporate governance. Our Board functions either as a full board or through various committees constituted to oversee specific operational areas. The executive management provides to our Board a detailed reports on its performance periodically.

Our Board of Directors consist of Six (6) Directors out of which One (1) Managing Director, One (1) Whole-time Director, One (1) Executive Director, three (3) Non-Executive, Independent Directors. From the above-mentioned composition, we have Two (2) Woman Directors on our Board. The constitution of our Board is in compliance with Section 149 of the Companies Act, 2013.

COMMITTEES OF OUR BOARD

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholders Relationship Committee; and

CSR Committee

Details of each of these committees are as follows:

Audit Committee

As per section 177 of the Companies Act, 2013, The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed, shall constitute an Audit Committee. The Audit Committee shall consist of a minimum of three directors with independent directors forming a majority: Provided that majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statement.

The Company has constituted the Audit Committee of the Board (the "Audit Committee") pursuant to resolution of the Board of Directors dated March 11, 2025 and re-constituted it on May 15, 2025 and June 23, 2025 in compliance with Section 177 of the Companies Act, 2013 and the applicable provisions of the SEBI LODR Regulations. The Audit Committee consists of the following directors:

Sr. No.	Name of the Director	Nature of Directorship	Designation in Committee
1.	Mr. Rajesh Agrawal	Non-Executive, Independent Director	Chairman
2.	Mr. Sumit Nayar	Non-Executive, Independent Director	Member
3.	Ms. Shenaz Zoobin Bapooji	Non-Executive, Independent Director	Member
4.	Mr. Gaurav Patra	Whole Time Director	Member

The Company Secretary of the Company shall act as the Secretary of the Audit Committee.

Set forth below are the scope, functions, and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.

The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure: The Committee shall continue to be in function until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Audit Committee: The Audit Committee shall meet as and when required as prescribed under the applicable laws and not more than 120 days shall elapse between two meetings. The quorum for the meeting shall be either two members or one third of the members of the Committee, whichever is greater, with a presence of atleast two Independent Directors at each meeting.

C. Role and Powers of the Audit Committee: The scope and function of the Audit Committee is in accordance with section 177 of the Companies Act, 2013. The scope of Audit Committee shall include but shall not be restricted to the following: 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;

Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 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; Approval for payment to statutory auditors for any other services rendered by the statutory auditors except the services not be rendered as per Section 144 of the Companies Act, 2013; Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: 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; Changes, if any, in accounting policies and practices and reasons for the same; Major accounting entries involving estimates based on the exercise of judgment by management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; Qualifications in the draft audit report; Reviewing, with the management, the half yearly financial statements before submission to the Board for approval; Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/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;

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

Approval for initial or any subsequent modification of transactions of the Company with related parties; Scrutiny of inter-corporate loans and investments; Valuation of undertakings or assets of the Company, wherever it is necessary; Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; Reporting structure coverage and frequency of internal audit. Discussion with internal auditors any significant findings and follow up there on. 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; 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; 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; To review the functioning of the Whistle Blower mechanism; 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; Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; To investigate any activity within its terms of reference. To seek information from any employee. To obtain outside legal or other professional advice. To secure attendance of outsiders with relevant expertise if it considers necessary; The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the Audit Committee; The Audit Committee shall mandatorily review the following information: a. Management discussion and analysis of financial condition and results of operations; b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management; c. Management letters/ letters of internal control weaknesses issued by the statutory auditors; d. Internal audit reports relating to internal control weaknesses;

e. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the

Audit Committee; f. 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; Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing; and Any other function as may be directed by Board.

Nomination and Remuneration Committee

As per section 178 of the Companies Act, 2013, The Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors. Provided that the chairperson/chairman of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

The Company has constituted a Nomination and Remuneration Committee of the Board (the "Nomination and Remuneration Committee") pursuant to resolution of the Board dated March 11, 2025. It has been re-constituted w.e.f. June 23, 2025.The Nomination and Remuneration Committee comprises of:

Sr. No.	Name of the Director	Nature of Directorship	Designation in Committee
1.	Ms. Shenaz Zoobin Bapooji	Non-Executive, Independent Director	Chairperson
2.	Mr. Sumit Nayar	Non-Executive, Independent Director	Member
3.	Mr. Rajesh Agrawal	Non-Executive, Independent Director	Member

The scope and function of the Nomination and Remuneration Committee and its terms of reference shall include the following:

A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

B. Meetings of the Committee: The committee shall meet as and when the need arise. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher.

C. Terms of Reference:

Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the Criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the board a policy relating to the remuneration for directors, KMPs and other employees. Formulation of criteria for evaluation of performance of independent directors and our Board; 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. Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose. Decide the amount of Commission payable to the Whole time Directors. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc. To formulate and administer the Employee Stock Option Scheme. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable. To perform such other functions as may be necessary or appropriate for the performance of its duties.

Stakeholders Relationship Committee

As per section 178 of the Companies Act, 2013, the Board of Directors of a Company which consists of more than one thousand shareholders, debenture-holders, deposit-holders, and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non- executive independent director and such other members as may be decided by the Board.

For redressing the shareholder/ investor complaints and grievances, the Company has constituted the Stakeholders Relationship Committee of the Board (the "Stakeholders Relationship Committee") pursuant to resolution of the Board dated March 11, 2025 in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI LODR Regulations. It has been reconstituted w.e.f. June 23, 2025. The Stakeholders Relationship Committee consists of the following directors:

Name of the Member	Nature of Directorship	Designation in Committee
Mr. Sumit Nayar	Non-Executive Independent Director	Chairman
Ms. Shenaz Zoobin Bapooji	Non-Executive Independent Director	Member
Mr. Rajesh Agrawal	Non-Executive Independent Director	Member

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship as approved by the Board.

B. Meetings of the Committee: The Committee shall meet as and when the need arise and report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be either two members or one third of the members of the committee, whichever is higher.

C. Terms of Reference: Redressal of shareholders and investors complaints, including and in respect of:

Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances. Considering and resolving grievances of the security holders of the Company, including complaints related to the transfer of shares, non-receipt of annual report and non-receipt of declared dividends; Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Probation of insider Trading) Regulations, 1992 as amended from time to time. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, Carrying out any other function contained in the equity listing agreements as and when amended from time to time. To do all acts, deeds and things as may be required or considered necessary or incidental in the above matters along with other terms as may be decided by the Board.

Corporate Social Responsibility Committee

The Company has constituted a Corporate Social Responsibility of the Board (the "CSR Committee") pursuant to resolution of the Board dated March 11, 2025. It has been re-constituted w.e.f. June 23, 2025.

Our Corporate Social Responsibility Committee consists of the following members:

Sr No	Name of the Member(s)	Nature of Directorship	Designation in Committee
1	Mrs. Manisha Chaudhary	Executive Director	Chairperson
2	Mr. Kunal Kishore	Managing Director	Member
3	Mr. Gaurav Patra	Whole-Time Director	Member
4	Mr. Sumit Nayar	Non-Executive	Member
		Independent Director

The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of the Companies Act, 2013 read with rules thereunder and the terms of reference, powers and role of our Corporate Social Responsibility Committee are as follows:

formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board

identify corporate social responsibility policy partners and corporate social responsibility policy programmes

review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and the distribution of the same to various corporate social responsibility programs undertaken by the Company

delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities

review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time, and

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.

As required under the Companies Act 2013, the Corporate Social Responsibility Committee shall meet as often as required and the chairperson of the Corporate Social Responsibility Committee shall be present at the annual general meetings to answer queries of the shareholders.

In addition to the Committees given above, Our Company has also constituted an IPO Committee for the purpose of the IPO on March 11, 2025 and Internal Complaints Committee as per the guidelines provided by ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013.

KEY MANAGERIAL PERSONNEL

Our Company is supported by a team of professionals having exposure to various operational aspects of our business. A brief detail about the Key Managerial Personnel of our Company is provided below:

Name, Designation, Educational Qualification & Term of office	Age (Years)	Year of joining	Compensation paid for F.Y. ended 2023-24	Overall experience (in years)	Previous employment
Name: Mr. Kunal Kishore Designation: Chairman and	45	2009	58.50 Lakhs	22	1. Precision P.R and Media Private Limited
Managing Director
Educational Qualification:					2. Lexicon
Bachelor of Journalism (Mass					Corporate
Communication) from Guru					Communication
Gobind Singh Indraprastha University					Consultants Limited
Term: Five years with effect
from September 07, 2020
Name: Mr. Gaurav Patra	54	2009	55.00 Lakhs	30
Designation: Whole-Time
Director
Educational Qualification:
Post Graduate Diploma Course
in Journalism (English) from
Indian Institute of Mass
Communication
Term: Five years with effect from January 30, 2025 and liable to retire by rotation	41	2025	NIL	17	1. Multi
Name: Keshav Shanbhag
					Commodity
Designation: Chief Financial					Exchange of India
Officer					Ltd. (MCX)
Educational Qualification:					2. M/s Satyug Gold Pvt. Ltd
Chartered Financial Analyst
(ICFAI), MBA in Finance,					3. M/s IN10 Media Pvt Ltd.
Bachelor of Commerce
					4. M/s Dentsu Aegis Network Limited
Term: NA
Name Bhakti Sharma	31	2025	NIL	6	1. Jaipan Industries Limited
Designation: Company Secretary and Compliance					2. Shantilal Dand & Co. (IBC Firm)
Officer					3. Polycab India Limited
Educational Qualification:
Company Secretary (ICSI),					4. CLE Private Limited
Bachelor of Laws (L.L.B.),
Masters of Commerce,
Term: NA

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

We confirm that:

All the persons named as our Key Managerial Personnel above are the permanent employees of our Company.

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

In respect of all above mentioned Key Managerial Personnel there has been no contingent or deferred compensation accrued for the period ended January 31, 2025.

Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other contractual arrangements or service contracts (including retirement and termination benefits) with the issuer.

Our Company does not have any bonus/profit sharing plan for any of the Key Managerial Personnel.

None of the Key Managerial Personnel in our Company hold any shares of our Company as on the date of filing of this Draft Red Herring Prospectus except as under:

Sr. No.	Name of Shareholders	Number of Equity Shares of Rs. 10 each	% of Holding
1.	Kunal Kishore	34,00,000	27.73%
2.	Gaurav Patra	33,33,333	27.19%
	Total	67,33,333	54.92%

Turnover of KMPs/ Attrition of Employees

The turnover of KMPs/ attrition of employees is not high, compared to the industry to which our company belongs.

Payment of benefits to officers of Our Company (non-salary related)

Except as disclosed in this Draft Red Herring Prospectus and any statutory payments made by our Company to its officers, our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees including amounts towards super-annuation, ex-gratia/rewards.

Except statutory benefits upon termination of employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of such officers employment in our Company or superannuation. Contributions are made by our Company towards provident fund, gratuity fund and employee state insurance.

Interest of Our Key Managerial Persons

Apart from the shares held in the Company held by Kunal Kishore and Gaurav Patra to the extent of remuneration allowed and reimbursement of expenses incurred by them for or on behalf of the Company, none of our key managerial personal are interested in our Company. For details, please refer section titled "Financial information Related Party Disclosures" beginning on page 195 of this Draft Red Herring Prospectus.

Details of Service Contracts of the Key Managerial Personnel

Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other contractual arrangements with our Company for provision of benefits or payments of any amount upon termination of employment.

Loans given/availed by Directors / Key Managerial Personnel of Our Company

For details of unsecured loan taken from or given to our Directors/KMPs and for details of transaction entered by them in the past please refer to "Related Party Disclosure" page 195 of this Draft Red Herring Prospectus.

BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL

Keshav Shanbhag, aged 41 years, is the CFO of our Company. He holds a Masters degree in Business Administration with a specialization in Finance and is a Chartered Financial Analyst (CFA) charter holder. He holds extensive experience in investor relations, IPOs, mergers & acquisitions (M&A), strategic planning, and corporate turnarounds, with a proven track record of driving business growth, financial restructuring, and market expansion. In the past, he was associated with MCX, in the capacity of Investor Relations Lead, where he played a pivotal role in Indias first exchange IPO, which was recognized as the ‘Best Mid-cap Equity Deal in the APAC region. He was also associated with IN10 Media, where he contributed to the companys rapid expansion across TV, digital, and OTT platforms, and Dentsu Aegis Network, where he led M&A initiatives, strategic acquisitions, and revenue optimization strategies. He has more than 17 years of experience in financial management, investor relations, corporate restructuring, and strategic business solutions. Presently, he oversees business strategy, financial planning, and corporate growth initiatives of our Company.

Bhakti Sharma, aged 31 years, is the Company Secretary & Compliance Officer of the company. She holds the degree of Company Secretary and LLB. She has completed her Bachelor of Law & Masters of Commerce from MDSU University. She has more than 6 years of experience in the field of corporate governance and compliance. In the past, she was associated with Polycab India Limited in the capacity of Secretarial Consultant, Shantilal Dand & Co. in the capacity of Assistant Manager, Jaipan Industries Limited in the capacity of Company Secretary. She is currently associated with CLE Private Limited in the capacity of Company Secretary. Her expertise lies in ensuring compliance with SEBI (LODR) Regulations, 2015, handling corporate governance matters, managing preferential issues and FCCB issuances, drafting ESOP schemes, coordinating with regulatory authorities, and overseeing investor relations and secretarial functions. She is the Company Secretary of our company.

Our Senior Management Personnel

In addition to our Managing Director, Co-founders whose details have been provided under paragraph above titled ‘Brief Profile of our Directors, set forth below are the details of our Senior Management Personnel as on the date of filing of this Red Herring Prospectus:

Ankita Singh, aged 43 years, is a seasoned Human Resources leader. She has over 20 years of experience in human resources, talent management, and organizational development. In the past, she was associated with Hindustan Times and CS Direkt, leading HR transformation initiatives. She has successfully implemented DEI programs, leadership development, HR digital transformation, and employer branding. She is the Vice President People & Culture of our company and has played a key role in HR strategy, employee engagement, and workforce planning.

Archana Hindocha, aged 44 years, is passionate about leveraging strategic communication to enhance brand positioning with 20 years of experience in public relations and strategic communications, and expertise in technology, retail, and insurance sectors. In the past, she has managed portfolios for Bosch, Dell, AWS, Mandiant, CeBIT, and Netcore Cloud and has worked with Aditya Birla Retail, Bharti AXA General Insurance, and Wipro Technologies. She is the Branch Head Value360, Bangalore and has played a key role in brand storytelling, executive communications, and digital engagement.

Eshant Arora, aged 36 years, is the youngest award-winning professional to receive all individual category PR awards in India. He has more than 16 years of experience in the field of Public Relations and Communications. In the past, Eshant has spearheaded successful public relations campaigns for prominent brands such as Audi, MG Motor, Paytm, ONDC, Mindtree, Viewsonic, PayU, Angel One, BLS International, Venture Catalysts, ASUS, etc and many others. He has played a key role in client management, crisis communication, media strategy, and brand building. He is currently serving as the Senior Vice President of our company leading multiple practice teams across various centers, contributing to team and capacity building.

Manas Mrinal aged 41 years, is a leader with expertise in PR industry. He has over 20 years of experience in public relations, brand management, and strategic communication. In the past, he was associated with Harley Davidson, Cathay Pacific, Wrigleys, General Motors, Apple, HTC, Intel, Network18, Fortis Hospitals, Tommy Hilfiger, among others, managing national and international brands across multiple sectors. He co-founded Skateboard Media in 2012, establishing a strong industry presence and global network across 24 countries. He has also worked with leading PR firms such as Actimedia, MSL India, and Edelman

India. He is the Senior Vice President of our company and has played a key role in expanding Value360s clientele, overseeing PR strategy, and strengthening client relationships.

Naina Bhalla, aged 43 years, is the Executive Vice President, Growth & Strategy with over 22 years of deep expertise in integrated communications, Naina Bhalla has built a distinguished career spanning consumer brands, healthcare, and corporate sectors. Known for her strategic vision and transformative approach, Naina excels at converting complex business challenges into compelling, insight-driven strategies that deliver measurable results and enduring brand impact.

As Executive Vice President Growth & Strategy at Value 360 Communications, Naina leads national initiatives aimed at scaling the business, cultivating future-ready capabilities, and driving strategic evolution to position the organization for sustained growth.

As the founding force behind GCI Health India, part of the Burson group (WPP), Naina was instrumental in establishing and scaling it into one of Indias most prominent specialist healthcare communications consultancies. Her strategic leadership expanded the agencys market presence, deepened engagement with key healthcare stakeholders, and delivered high-impact campaigns deeply rooted in science, empathy, and policy alignment.

In previous senior leadership roles with global agencies including Weber Shandwick (IPG), Madison PR, and Burson (WPP), Naina has successfully led cross-functional teams, navigated high-stakes communications mandates, and developed integrated communication frameworks that align powerful storytelling with stakeholder objectives and strategic business goals.

Recognized for merging analytics with creative storytelling, Naina is adept at bridging the worlds of science, policy, and consumer insights to build impactful narratives. Her work has notably shaped public discourse, influenced policy-making, and enhanced brand equity in critical areas such as vaccine advocacy, access to healthcare innovation, and patient-centered care.

Driven by a belief that effective communication is rooted equally in strategic rigor and authentic engagement, Naina continues to forge pathways at the intersection of brand, business, and culture, creating strategies that resonate deeply with diverse audiences and drive both commercial and societal outcomes.

Nikhil Singh, aged 45 years, brings over 21 years of leadership across broadcast, digital, and mobile media, with a proven track record at Shemaroo Entertainment, Zee Entertainment, Start India, and Times Group. Renowned for his strategic depth in media and entertainment space, he has extensive expertise in content licensing, co-production, and commercializing content across multiple platforms, as well as leading large-scale business transformation initiatives.

At V360 Group, Nikhil is responsible for driving strategic growth initiatives, scaling operations, and expanding service capabilities. His commercial vision and transformational leadership are instrumental in strengthening the firms market position, optimizing revenue, and accelerating business expansion.

Reegal Ranjan Mantoo, aged 42 years, is a seasoned Integrated Communications and Strategy professional. with 17 years of experience in integrated communications and strategic consulting across industries such as corporate, technology, travel, automobiles, healthcare, aviation, and venture capital. In the past, she was associated with Weber Shandwick, MSL, and Perfect Relations, handling large-scale brand campaigns and crisis management mandates, including Samsung Galaxy Note and Ricoh

Indias delisting. She has also managed corporate communications for Hinduja Group, Info Edge, Wyndham Hotels, FedEx, The

Oberoi, and Lufthansa Group, among others. She is the Senior Vice President of our company and has played a key role in developing brand narratives, strategic advisory, and enhancing stakeholder engagement.

Ria Mukherjee, aged 43 years, is an experienced communications professional with 20 years of experience in PR, corporate communications, and brand strategy across industries such as technology, startups, e-commerce, travel, BFSI, and healthcare. She has worked with multinational networks such as DDB, Genesis Burson-Marsteller, and Weber Shandwick across India and the Middle East. Notable brands she has managed include HCL Technologies, Bank Muscat, Mazda, Bristol Myers Squibb, PVR, and PayNearby. She is the Senior Vice President Strategic Alliances of our company and has played a key role in new business development, strategic advisory, and stakeholder engagement.

Sanket Rege, aged 42 years, is the Vice President- Capital Market Communications. He is a multi-skilled professional with 17+ years of experience in the field of Capital Market Communications, Investor Relations (IR) and Financial Research. He has developed financial communications strategies for clients in the listed and unlisted space to help them achieve their strategic goals and enhance business reputation and credibility among investors, media and other key stakeholders.

His extensive experience has been well developed over the past with a career which has spanned in a wide range of companies like Strategic Growth Advisors, Adfactors PR, The Great Eastern Shipping Co. Ltd and L&T Finance.

He holds a Masters of Business Administration in Finance & Masters of Commerce from University of Mumbai, India.

Vasundhara Singh, aged 38 years, is a leader in the communications industry with 17 years of experience in strategic alliances, PR, and business growth, specializing in finance, automotive, lifestyle, and real estate. In the past, she was associated with Creative Crest before joining Value360, where she played a pivotal role in agency expansion and brand storytelling. She is the Senior Vice President of our company and has played a key role in strategic direction, market positioning, and business impact.

Vishal Mehra, aged 39 years, holds extensive experience in digital and integrated marketing strategy, having worked with Fortune 100 brands across industries. Over the past 18 years, he has built and led digital practices at top consultancies, agencies, and startups, contributing to category-defining digital product launches in the country. In the past, he was associated with Cheil Worldwide and DDB/22feet Tribal WW, where he played a key role in developing and scaling digital marketing strategies. Additionally, he has worked with mobile marketing startups and aviation marketing consultancies, bringing a diverse industr y perspective to his expertise. Presently, he serves as the Chief Executive Officer at Popkorn, leading the agency for the past three years while also representing V360 Group in strategic initiatives.

Policy on Disclosures & Internal procedure for prevention of Insider Trading:

The provisions of Regulation 8 and 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchange. We shall comply with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 on listing of our Equity Shares on stock exchange. Further, Board of Directors have approved and adopted the policy on insider trading in view of the proposed public issue. Our Board is responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct for Prevention of Insider Trading conduct under the overall supervision of the Board.

Changes in Key Managerial Personnel in the Last Three Years

Sr . N o.	Name of the Key Managerial Personnel and Senior Management	Date of Appointment / Re - Appointment	Reasons for Change
1.	Keshav Shanbhag	January 30, 2025	Appointed as a Chief Financial Officer of the Company
2.	Bhakti Sharma	March 11, 2025	Appointed as a Company Secretary of the Company

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

As on the date of filing of DRHP, there is no relationship of Key Managerial Personnel and Senior Management with our Directors, Promoters.

Shareholding of the Key Managerial Personnel and Senior Management

As on the date of filing of DRHP, the Key Managerial Personnel and Senior Management do not hold any equity shares in the Company.

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

None of our Key Managerial Personnel or Senior Management are entitled to any profit linked plan which is part of their remuneration from our Company.

Contingent or deferred compensation payable to our directors.

There is no contingent or deferred compensation payable to our directors.

Interest of Senior Management Personnel

As on the date of filing of DRHP, there is no interest of Senior Management Personnel in the Company.

Employees Stock Option Plan

The Company currently has one Employee Stock Option Scheme named "Employee Stock Option Scheme 2025" for more details please refer the Chapter "Capital Structure" on page 70.

Sweat Equity Shares Issued to Senior Managerial Personnel

The Company has issued sweat equity shares to its senior managerial personnel, Vasundhara Singh, in accordance with the provisions of Section 54 of the Companies Act, 2013 and the applicable rules thereunder. These shares were allotted in recognition of her contribution made in terms of providing incremental business to the Company. The allotment was made pursuant to a Board Resolution dated July 07, 2025 and approved by the shareholders through a special resolution at the EGM held on July 08, 2025. The details of such allotment, including the number of shares and issue price are disclosed in the "Capital Structure section" on page 70 of this Draft Red Herring Prospectus.

Loans taken by Directors / Key Management Personnel and Senior Management

As on the date of filing of the Draft Red Herring Prospectus the Directors and the Key Managerial Personnel have not taken any loans or advances.

OUR PROMOTER AND PROMOTER GROUP

Our Promoter

As on the date of this Draft Red Herring Prospectus, the Promoters of our Company are Mr. Kunal Kishore, Mr. Gaurav Patra, and Mrs. Manisha Chaudhary.

As on the date of this Draft Red Herring Prospectus, our Promoters hold Equity shares of the Company representing 81.56% of the issued,subscribed, and paid-up Equity Share capital of our Company as detailed below:

Name of the Promoter	No. of Equity Shares	Percentage of Pre-Issue Capital
		(%)
Mr. Kunal Kishore	34,00,000	27.73%
Mr. Gaurav Patra	33,33,333	27.19%
Mrs. Manisha Chaudhary	32,66,667	26.64%
Total	1,00,00,000	81.56%

For further details, see "Capital Structure The aggregate shareholding of the Promoters, Promoter group and

Directors of our Corporate Promoter" on page 70.

Our Promoter and Promoter Group will continue to hold the majority of our post-issue paid-up equity share capital of our Company.

Details of our individual Promoters

Kunal Kishore

Kunal Kishore, aged 45 years, is the Co-Founder and presently serving as the

Chairman and Managing Director of the Company.

Permanent Account Number: AOIPK0252N

For his complete profile along with the details of his date of birth, personal

address, educational qualifications, experience in business or employment,

positions / posts held in the past, other directorships held, special achievements,

his business and financial activities, please see "Our Management" on page 170.

Other ventures promoted: Popkorn PR Plus Communication Private Limited,

Smartube Entertainment Private Limited, Irida Interactive Private Limited,

Precision P.R and Media Private Limited, Clanstudio 9 Entertainment Private

Limited and Hubscribe Private Limited. Kunal Kishore is not involved in any

other ventures.

Gaurav Patra

Gaurav Patra, aged 54 years, is the Joint Group COO & Co-Founder and

presently serving as the Whole Time Director of the Company.

Permanent Account Number: AQXPP2411K

For his complete profile along with the details of his date of birth, personal

address, educational qualifications, experience in business or employment,

positions / posts held in the past, other directorships held, special achievements,

his business and financial activities, please see "Our Management" on page 170.

Other ventures promoted: Popkorn PR Plus Communication Private Limited,

Smartube Entertainment Private Limited and Hubscribe Private Limited. Gaurav

Patra is not involved in any other ventures.

Manisha Chaudhary

Manisha Chaudhary, aged 42 years, is the Executive Director of the Company.

Permanent Account Number: AFVPC6198K

For her complete profile along with the details of his date of birth, personal address, educational qualifications, experience in business or employment, positions / posts held in the past, other directorships held, special achievements, his business and financial activities, please see "Our Management" on page 170.

Other ventures promoted: Popkorn PR Plus Communication Private Limited, Smartube Entertainment Private Limited, Precision P.R and Media Private Limited and Hubscribe Private Limited. Manisha Chaudhary is not involved in any other ventures.

For brief biography of our Individual Promoters, please refer to Chapter titled "Our Management" beginning on page 170 of this Draft Red Herring Prospectus.

Declaration

We confirm that the Permanent Account Number, bank account number(s), passport number, Aadhar Card number and driving license number, as applicable, of the Promoters which are available have been submitted to NSE EMERGE at the time of filing of Draft Red Herring Prospectus with them.

For details of the shareholding acquired by the current promoter of our Company refer the capital buildup of our Promoterunder section "Capital Structure" beginning on page 70 of this Draft Red Herring Prospectus.

Undertaking/ Confirmations

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

Prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling, or dealing in securities under any order or direction passed by SEBI or any other authority or

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

No material regulatory or disciplinary action is taken by any by a stock exchange or regulatory authority in the past one year in respect of our Promoter, Group Company and Company promoted by the promoter of our company.

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 Promoter, Group Company, and Company promoted by the promoter during the past three years.

The litigation record, the nature of litigation, and status of litigation of our Company, Promoter, Group company and

Company promoted by the Promoter are disclosed in section titled "Outstanding Litigations and Material Developments" beginning on page 268 of this Draft Red Herring Prospectus

None of our Promoter, person in control of our Company is or have ever been a promoter, director, or person in control ofany other company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or any other authority.

Further, neither our Promoter, the promoter group members nor our Group Company have been declared as a willful defaulter by the RBI or any other government authority nor there are any violations of securities laws committed by themin the past and no proceedings for violation of securities laws are pending against them.

Change in control of our Company

Our present Promoters are the original promoters of our Company and there has been no change in the control of our

Company in the five (5) years immediately preceding the date of this Draft Red Herring Prospectus ("DRHP").

Further, Mr. Kunal Kishore, Mr. Gaurav Patra, and Mrs. Manisha Chaudhary have been identified as the only Promoters of our Company.

Companies with which the Promoters have disassociated in the last three years

The Promoters have not disassociated themselves from any company in the three years immediately preceding the date of this Daft Red Herring Prospectus.

Interest of our Promoters

Our Promoters are interested in our Company to the extent: i. that they have promoted our Company; ii. of their shareholding in our Company and the dividend payable, if any and other distributions in respect of the

Equity Shares held by them; iii. to the extent of their directorship in our Company; iv. to the extent of the remuneration and reimbursements drawn by our Promoters Mr. Kunal Kishore, Mr. Gaurav

Patra and Mrs. Manisha Chaudhary in their capacity as Managing Director & Chairman, Whole Time Director and Executive Director respectively of the Company; v. to the extent that Director(s) has mortgaged their personal properties and provided personal guarantees for the loans availed by our Company as stated in ‘Statement of Financial Indebtedness on page no. 248 of the chapter titled

‘Financial Statement beginning on page 195 of this Draft Prospectus, respectively. vi. to the extent of being a subscriber to the Memorandum of Association of our Company;

Additionally, our Promoters may be interested in transactions entered into or to be entered into by our Company with them, their relatives or other entities (a) in which our Promoters are members or hold shares; or (b) which are controlled by our Promoters. For further details, please see "Restated Financial Statements - Note 29- Related Party Disclosures" on page 195. For details of the rent received from our Individual Promoters, see "Restated Consolidated Financial Information Note 29 Related Party Transactions" on page 195.

Further, our Individual Promoters are also directors on the boards, or are shareholders, of certain Promoter Group entities and may be deemed to be interested to the extent of the payments made by our Company, if any, to these Promoter Group entities. For the payments that are made by our Company to certain Promoter Group entities and loans provided by our Company to certain Directors and loans availed by our Company from certain Directors and payment of interest on such loans, see "Restated Consolidated Financial Information Note 29Related Party Transactions" on page 195.

Change in the management and control of Our Company

Mr. Kunal Kishore and Mr. Gaurav Patra were the promoters of the Company since its inception. Thereafter, Mr. Kunal Kishore and Mr. Gaurav Patra sold 1600 each equity shares on July 16, 2013 to Mrs. Manisha Chaudhary. Further, Mr. Gaurav Patra has sold 66,667 equity shares of the Company on September 02, 2024 to Mrs. Manisha Chaudhary. Since then, Mr. Kunal Kishore, Mr. Gaurav Patra and Mrs. Manisha Chaudhary are the promoters of our company.

Relationship of Promoters with our Directors

As on the date of filing the Draft Red Herring Prospectus, none of our promoters are related to each other except the below:

S. No.	Name of the Directors	Relationship with other Director
2.	Kunal Kishore	Manisha Chaudhary (Spouse)

However, all our promoters are the directors in the Company.

INTEREST OF OUR PROMOTERS

i. Interest as promoter of our Company

Our Promoters are interested in our Company to the extent it has promoted our Company. For details of the shareholding of our Promoters in our Company, please refer to the chapter titled "Capital Structure", and "Restated Financial Statement - Related Party Transactions" beginning on page 70 and 195 respectively of this Draft Red Herring Prospectus.

ii. Interest of Promoters in our Company other than as a Promoter

Our Promoters is also interested in our Company in the capacity of Directors. iii. Interest in the properties of our Company

Our promoters are not interested in properties acquired by our company in the three years preceding the date of filing of this Draft Red Herring Prospectus or proposed to be acquired by our company, or in any transaction by our Company for the acquisition of land, construction of building or supply of machinery.

iv. Interest in transactions involving acquisition of land

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

v. Interest as a Creditor of Our Company

Our Company has not availed any loans from the Promoters of our Company as on the date of filing of this Draft Red Herring Prospectus.

vi. Interest as members of our Company

Our Promoters are interested to the extent of their shareholding, the dividend declared in relation to such shareholding, if any, by our Company. For further details in this regard, please refer chapter titled "Capital Structure" beginning on page 70 of this Draft Red Herring Prospectus.

Our Company has neither made any payments in cash or otherwise to our Promoters or to firms or companies in which our Promoters is interested as Members, Directors or Promoters nor have our Promoters been offered any inducementsto become Directors or otherwise to become interested in any firm or company, in connection with the promotion or formation of our Company otherwise than as stated ‘Details of Related Party Transaction on page 195 of the chapter titled ‘Financial Statements beginning on page 195 of this Draft Red Herring Prospectus and "Group Entities of Our Companies" beginning on page 192 of this Draft Red Herring Prospectus.

Business interests

None of the Promoters are interested as a member of a firm or company, and no sum has been paid or agreed to be paid to the Promoters or to such firm or company 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 our Promoters or by such firm or company in connection with the promotion or formation of our Company. For details of related party transactions entered into by our Company with our Promoters during the financial year immediately preceding the date of this Draft Red Herring Prospectus, see "Restated Consolidated Financial Information Notes to Restated Consolidated Financial Information Note 29 Related Party Transactions" on page 195.

Other Ventures of our Promoters of our Company

Except as disclosed in the chapter titled Our Promoters and Promoter Group and ‘Group Entities of Our Companies beginning on pages 186 and 192 respectively of this Draft Red Herring Prospectus, there are no other ventures of our Promoters in which they have any other business interests and/or other interests.

Payments or Benefits to Promoters of Our Company during the last 2 years

Except in the ordinary course of business, there has been no payment or benefits given by our Company to our Promoters or the members of our Promoter Group during the two (2) years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefits to our Promoters or members of our Promoter group, other than in ordinary course of business as on the date of this Red Herring Prospectus. For further details, please see "Our Management" on page 170 and "Restated Financial Statements - Note 29 - Related Party Transactions" on page 195.

Related Party Transactions

Except as stated in "Related Party Transactions" beginning on page no 195 of this Draft Red Herring Prospectus, and as stated therein, our Promoter or any of the Promoter Group Entities do not have any other interest in our business.

Material Guarantees

Except as stated in the ‘Statement of Financial Indebtedness on page 248 of the chapter titled ‘Financial Statement beginning on page 195 of this Draft Red herring Prospectus, respectively, there are no material guarantees given by the Promoters to third parties with respect to specified securities of the Company as on the date of this Draft Red Herring Prospectus.

Litigation details pertaining to our Promoter

For details on litigations and disputes pending against the Promoter and defaults made by the Promoter please refer to the section titled "Outstanding Litigations and Material Developments" beginning on page 268 of this Draft Red Herring Prospectus.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof

Our Promoters and members of our Promoter Group are in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Red Herring Prospectus.

OUR PROMOTER GROUP

The following natural persons are part of our Promoter Group: -

B. Natural Persons who are part of the Promoter Group

As per Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, the Natural persons who are part of the Promoter Group (due totheir relationship with the Promoter), other than the Promoter, are as follows:

Sr. No. Relationships	Name of Individuals
Kunal Kishore
1. Father	Late Shri Ajit Kumar Sinha
2. Mother	Late Smt Madhu Sinha
3. Spouse	Manisha Chaudhary
4. Brother	Vishal Sinha
5. Sister	Shweta Sinha
Sister	Namrata Sinha
6. Son	Yuvin Sinha
7. Daughter	Myrah Sinha
8. Spouses Father	Late Shri Arun Kumar Chaudhary
9. Spouses Mother	Ranjana Chaudhary
10. Spouses Brother	Kunal Chaudhary
11. Spouses Sister	Manira Chaudhary
Gaurav Patra
1. Father	Basudev Patra
2. Mother	Late Smt. Sucharu Hasini Patra
3. Spouse	Meenakshi Mohanty
4. Brother	Gautam Patra
5. Sister	-
6. Son	-
7. Daughter	Lavanya Patra
8. Spouses Father	Late Shri Brajananda Mohanty
9. Spouses Mother	Tilottama Mohanty
10. Spouses Brother	Debasis Mohanty
11. Spouses Sister	Kabita Jena
	Sujata Mohanty
	Rojalin Karan
Manisha Chaudhary
1. Father	Late Shri Arun Kumar Chaudhary
2. Mother	Ranjana Chaudhary
3. Spouse	Kunal Kishore
4. Brother	Kunal Chaudhary
5. Sister	Manira Chaudhary
6. Son	Yuvin Sinha
7. Daughter	Myrah Sinha
8. Spouses Father	Late Shri Ajit Kumar Sinha
9. Spouses Mother	Late Smt Madhu Sinha
10. Spouses Brother	Vishal Sinha
11. Spouses Sister	Shweta Sinha
	Namrata Sinha

C. Entities forming part of Promoter Group:

As per Regulation 2(1) (pp)(iv) of the SEBI (ICDR) Regulations, 2018, The entities forming part of the Promoter Group (other than our Subsidiaries) are set out below:

Sr. No.	Name of Entities	Nature
5.	Irida Interactive Private Limited	Company
6.	Clanstudio 9 Entertainment Private Limited	Company
7.	Hubscribe Private Limited	Company
8.	Y K C Heights Advertising	Proprietorship firm*

* The Y K C Heights Advertising is a proprietorship firm owned by Kunal Chaudhary which is registered in United Arab Emirates.

D. Other Persons forming part of Promoter Group

There are no other persons forming a part of the Promoter Group.

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.

OUR GROUP COMPANIES

In terms of the SEBI (ICDR) Regulations, the term "group companies", includes: i. such companies (other than promoter(s) and subsidiary(ies)) with which the relevant issuer company had related party transactions during the period for which financial information is disclosed, as covered under applicable accounting standards, and ii. any other companies considered material by the Board of Directors of the relevant issuer company.

Accordingly, for (ii) above, all such companies (other than our Subsidiaries) with which there were related party transactions during the periods covered in the Restated Financial Statements, as covered under the applicable accounting standards, shall be considered as Group Companies in terms of the SEBI (ICDR) Regulations. For the purpose of avoidance of doubt and pursuant to regulation 2(1)(t) of SEBI (ICDR) Regulations, 2018 it is clarified that our Subsidiaries will not be considered as Group Companies.

Pursuant to a resolution of our Board dated July 15, 2025 with respect to item (ii) mentioned above, our Board has considered that such companies, which are a part of the Promoter Group (as defined in the SEBI ICDR Regulations) with whom our Company has entered into one or more transactions during the ten months ended January 31, 2025 and Fiscal 2024, 2023 and 2022, if any, the monetary value of which individually or cumulatively exceeds 10% of the Profit After Tax of our Company for the Relevant Period as per the Restated Financial Statement shall also be considered as group companies of the Company.

Set forth below, based on the aforementioned criteria, are the details of our Group Company as on the date of this Draft Red Herring Prospectus.

1. Irida Interactive Private Limited

Corporate Information

Irida Interactive Private Limited was incorporated on December 13, 2019, under the Companies Act, 2013. The registered office is located at 249, 2^nd Floor, Okhla Industrial Estate, Phase III, Delhi - 110020, Maharashtra, India, is U72900DL2019PTC358765.

Financial Information

In accordance with SEBI ICDR Regulations, certain financial information pertaining to (i) the details of reserves (excluding revaluation reserves); (ii) sales; (iii) profit/loss after tax; (iv) earnings per share; (v) diluted earnings per shares; and (vi) net asset value in relation to Irida Interactive Private Limited for the last three Fiscals, extracted from its audited financial statements (as applicable) has been set out below and is also available at the website of our Company at www.value360india.com.

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Equity Capital	1.00	1.00	1.00
No. of shares outstanding	10,000.00	10,000.00	10,000.00
Net Worth	6.92	102.15	189.49
Reserves (Excluding Revaluation Reserve)	5.66	100.90	188.24
Sales	426.78	344.57	507.04
Profit Before Tax	(94.47)	(87.34)	(192.41)
Profit After Tax	(95.23)	(87.34)	(191.72)
Earnings Per Share ( per share)	(952.34)	(873.43)	(1,917.18)
Diluted Earnings Per Share ( per share)	(952.34)	(873.43)	(1,917.18)
Net Asset Value ( per share)	69.17	1,021.51	1,894.94

Irida Interactive Private Limited is considered as a group company of our Company solely by virtue of having had related party transactions with the Company in the ten-month ended January 31, 2025 and last three (3) Fiscals.

Nature and Extent of Interest of our Group Companies.

As on the date of this draft Prospectus, our Group Companies does not have any interest in the promotion or formation of our Company. Our Group Companies do not have any interest in any property acquired by our Company in the three years preceding the date of filing this Draft Prospectus or proposed to be acquired by it as on the date of this Draft Prospectus.

Our Group Companies do not have an interest in any transaction by our Company pertaining to acquisition of land, construction of building and supply of machinery.

Our Group Companies do not have any business interest in our Company.

Common pursuits

None of our Group Companies are engaged in business activities similar to that of our Company and accordingly, our Group Companies do not have common pursuits amongst group companies and our Company. We shall adopt the necessary procedures and practices as permitted by law to address any conflict situation as and when they arise.

Related Business Transactions

Except as set forth in "Details of Related Party Transactions" on page no. 195, no other related business transactions have been entered into between our Group Companies and our Company.

Litigation

There is no outstanding litigation against our Group Company except as disclosed in the section titled "Risk Factors" and chapter titled "Outstanding Litigation and Material Developments" beginning at pages 28 and 268 of this Prospectus.

Other Confirmations

Our Group Company are not listed on any stock exchange. Our Group Company have not made any public or rights issue of securities in the preceding three year.