Vivekanand Cotspin Ltd Directors Report

OUR MANAGEMENT

As per the 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, our Company is required to have not less than Three (3) Directors and not more than Fifteen (15) Directors. Currently, our Company has Six (6) directors comprising, Two (2) Executive Directors, Two (2) Non-Executive Directors and Two (2) Independent Directors. There is one woman Director on our Board. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof.

The present composition of our Board is as follows:

S. No. Name of the Directors	Designation
1. Nirav Bharatbhai Patel	Chairman & Managing Director
2. Jasmin Visnubhai Patel	Whole Time Director
3. Bharatbhai Prahaladbhai Patel	Non-Executive Director
4. Vishnubhai Prahladdas Patel	Non-Executive Director
5. Rohit Khandelwal	Independent Director
6. Bhavika Sanghani	Independent Director

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

Name, Fathers, Age, Designation, S. No Address, Experience, Occupation, Qualifications, Nationality & DIN	Date of Appointment	No. of Equity Shares held & % of Share holding (Pre-Issue)	Other Directorships
Nirav Bharatbhai Patel;
Father Name: Bharatbhai Prahladbhai Patel; Date of Birth: April 1, 1986; Age: 40 Years;	Originally appointed on the Board as
	Director w.e.f. August		Indian Companies:
Designation: Chairman & Managing Director; Address: 12, Mahalaxmi Society, Karannagar Road, Kadi, Mahesana, Gujarat- 1. 382715, India; Experience: 15 Years in cotton ginning and spinning industry;	05, 2024. Further, Re- designated as Chairman and Managing Director for a period of five years	32,50,000 Equity Shares of 10/- each; 20% of Pre- Issue Paid Up Capital	? Ambica Cotseeds Limited; ? Giocert Ventures and Innovations Private Limited.
Occupation: Business; Qualifications: Bachelor of Accounting/ Bachelor of Business (Management) from	w.e.f, January 17, 2025 not liable to be retire by rotation.		Foreign Companies: Nil
Central Queensland University;
Nationality: Indian;
DIN: 02055489.
Jasmin Visnubhai Patel;	Originally appointed		Indian Companies:
Father Name: Vishnubhai Prahladbhai Patel; Date of Birth: November 30, 1992; Age: 33 Years;	on the Board as Additional Director w.e.f November 15, 2024.	32,50,000 Equity Shares of	? Truepay Finance Private Limited (Formerly known as
Designation: Whole Time Director; 2. Address: 12, Mahalaxmi Society, Karannagar Road, Kadi, Mahesana, Gujarat- 382715, India;	Further Re-designated as Whole Time Director for a period	10 each; 20 % of Pre- Issue Paid Up Capital	Jain Finscap Private Limited); ? Giocert Ventures and Innovations Private
Experience: 6 Years in cotton ginning and	of five years w.e.f.		Limited.
spinning industry;	January 17, 2025
Occupation: Business;	liable to be retire by		Foreign Companies: Nil

 

Name, Fathers, Age, Designation, S. No Address, Experience, Occupation, Qualifications, Nationality & DIN	Date of Appointment	No. of Equity Shares held & % of Share holding (Pre-Issue)	Other Directorships
Qualifications: Bachelor of Engineering	rotation.
(Textile Technology);
Nationality: Indian;
DIN: 06923150.
Bharatbhai Prahaladbhai Patel;
Father Name: Late Prahladbhai Chimanlal
Patel;
Date of Birth: June 1, 1962; Age: 63 Years; Designation: Non-Executive Director; Address: 12, Mahalaxmi Society,	Originally appointed on the Board as an Additional Director w.e.f. January 17, 2025	32,49,784 Equity Shares of	Indian Companies: ? Ambica Cotseeds
3. Karannagar Road, Kadi, Mahesana, Gujarat- 382715, India; Experience: 15 Years in cotton ginning and spinning industry;	Further regularised as Non-Executive Director w.e.f.	10 each; 20 % of Pre- Issue Paid Up Capital	Limited. Foreign Companies: Nil
Occupation: Business;	January 17, 2025.
Qualifications: Secondary Education;
Nationality: Indian;
DIN: 00377202.
Vishnubhai Prahladdas Patel;
Father Name: Late Prahaladbhai Chimanlal
Patel; Date of Birth: June 1, 1968; Age: 57 Years; Designation: Non-Executive Director;	Originally appointed on the Board as Director (Executive) w.e.f. August 05,	32,49,784 Equity	Indian Companies:
Address: 12, Mahalaxmi Society, 4. Karannagar Road, Kadi, Mahesana, Gujarat- 382715, India;	2024 Further reappointed as	Shares of 10 each; 20 % of Pre-	? Ambica Cotseeds Limited; ? Mahatma Hotels LLP.
Experience: 15 Years in cotton ginning and spinning industry;	Director (Non- Executive) w.e.f.	Issue Paid Up Capital	Foreign Companies: Nil
Occupation: Business;	January 17, 2025.
Qualifications: Secondary Education;
Nationality: Indian;
DIN: 00375791.
Rohit Khandelwal;
Father Name: Purushottam Khandelwal;	Appointed as an
Date of Birth: October 02, 1989;	Additional
Age: 36 Years; Designation: Independent Director; Address: 202, Morya Daisy, Morya Garden,	Independent Director w.e.f. April 16, 2026.		Indian Companies: ? Velnik India Limited;
Kanadia, Indore MP 452016, India; 5. Experience: More than 6 Years in finance,	Further regularised as Non-Executive	Nil	? Gabbar Mediatech Private Limited.
valuation, and corporate advisory; Occupation: Service;	Independent Director w.e.f. April 23, 2026		Foreign Companies: Nil
Qualifications: Chartered Accountant, Company Secretary & Registered Valuer; Nationality: Indian; DIN: 07038360.	for 5 Years and shall not be liable to retire by rotation.
Bhavika Sanghani;	Appointed as an		Indian Companies:
Father Name: Hitendra Shah;	Additional
6. Date of Birth: November 11, 1991;	Independent Director	Nil	? Deccan Health Care
Age: 34 Years;	w.e.f. April 16, 2026.		Limited.
Designation: Independent Director;

 

Name, Fathers, Age, Designation, S. No Address, Experience, Occupation, Qualifications, Nationality & DIN	Date of Appointment	No. of Equity Shares held & % of Share holding (Pre-Issue)	Other Directorships
Address: Flat No. 1803, Bldg No. 1, Paraiso, Near Arihant Bldg Padle Gaon, Kalyan Shil Main Road, Kalyan Thane, Maharashtra- 421204, India; Experience: More than 6 Years in the secretarial functions and corporate governance;	Further regularised as Non-Executive Independent Director w.e.f April 23, 2026 for 5 Years and shall not be liable to retire by rotation.		Foreign Companies: Nil.
Occupation: Service;
Qualifications: Company Secretary,
Bachelor of Business Administration;
Nationality: Indian;
DIN: 10492381.

CONFIRMATIONS

As on the date of the Draft Red Herring Prospectus:

- None of our Directors is or was a director of any listed company during the last five years preceding the date of this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of their directorship in such company; - None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange during the tenure of their directorship in such company; - None of the above-mentioned Directors are on the RBI list of willful defaulters or fraudulent borrower as on the date of filling of this Draft Red Herring Prospectus; - Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors and person in control of our Company has/ have not been not debarred from accessing the capital market by SEBI or any other Regulatory Authority; - There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one year in respect of Directors and promoters of our company; - None of Promoter or Directors of our Company are a fugitive economic offender as defined in Regulation 2(1)(p) of the SEBI

ICDR Regulations, nor have been declared as a fugitive economic offender under Section 12 of the Fugitive Economic Offenders Act, 2018; - Except as disclosed in chapter titled "Outstanding Litigations and Material Developments" beginning on page 214 of this Draft Red Herring Prospectus, there is no criminal cases filed or being undertaken with regard to alleged commission of any offence by any of our directors which also effected the business of our company and none of directors of our Company have or has been charge-sheeted with serious crimes like murder, rape, forgery, economic offences etc.

NATURE OF ANY FAMILY RELATIONSHIP BETWEEN ANY OF OUR DIRECTORS

Except as given below none of the Directors of the Company are related to each other as per Sec 2(77) of Companies Act, 2013.

S. No. Name of Director	Nature of Relationship
1. Nirav Bharatbhai Patel	Son of Bharatbhai Prahladbhai Patel
2. Jasmin Visnubhai Patel	Son of Vishnubhai Prahladbhai Patel
3. Bharatbhai Prahaladbhai Patel	Brother of Vishnubhai Prahladdas Patel;
	Father of Nirav Bharatbhai Patel
4. Vishnubhai Prahladdas Patel	Brother of Bharatbhai Prahaladbhai Patel;
	Father of Jasmin Visnubhai Patel

ARRANGEMENTS WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS

We have not entered into any arrangement or understanding with our major shareholders, customers, suppliers or others, pursuant to which any of our directors were selected as Directors or members of the senior management.

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SERVICE CONTRACTS

The Directors of our Company have not entered into any service contracts with our company which provides for benefits upon termination of their employment other than the statutory benefits provided by our Company. However, Executive Directors of our Company are appointed for specific term 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/Senior Management, are entitled to any benefits upon termination of employment.

BORROWING POWERS OF THE BOARD OF DIRECTORS

Our Company has passed a Special Resolution in the Extra Ordinary General Meeting of the members held on January 17, 2025 authorizing the Board of Directors of the Company under Section 180(1)(c) of the Companies Act, 2013 to borrow from time to time all such money as they may deem necessary for the purpose of business of our Company notwithstanding that money borrowed by the Company together with the monies already borrowed by our Company may exceed the aggregate of the paid up share capital and free reserves provided that the total amount borrowed by the Board of Directors shall not exceed the sum of 100 Crore (Rupees One hundred Crores only).

BRIEF PROFILE OF OUR DIRECTORS

Nirav Bharatbhai Patel

Nirav Bharatbhai Patel, aged 40 years is Chairman and Managing Director and also the Promoter of our Company. He was appointed on the Board on August 05, 2024 as Director and further designated as Chairman and Managing Director for a period of 5 years w.e.f. January 17, 2025, not liable to be retire by rotation. He was the Designated Partner in Vivekanand Cotspin LLP since incorporation and was actively involved in the affairs of the LLP prior to the conversion. He holds degree of Bachelor of Accounting/ Bachelor of Business (Management) from Central Queensland University and has experience of 15 years in cotton ginning and spinning industry.

Jasmin Visnubhai Patel

Jasmin Visnubhai Patel, aged 33 years is Whole Time Director and Promoter our Company. He was appointed on the Board on November 15, 2024 as an Additional Director and further designated as Whole Time director for a period of 5 years w.e.f. January 17, 2025, liable to be retire by rotation. He holds degree of Bachelor of Engineering (Textile Technology). He has 6 years of rich experience in cotton ginning and spinning industry. He is a dynamic entrepreneur and was actively involved with in the affairs of the Vivekanand Cotspin LLP as a partner since 2015 prior to the conversion into Vivekanand Cotspin Limited. During his tenure he has demonstrated expertise in operational management, quality assurance, and technical innovation to enhance production processes and achieve business objectives. Currently, he oversees the operations of Company, ensuring that the plant runs efficiently and meets the standards of quality and productivity.

Bharatbhai Prahaladbhai Patel

Bharatbhai Prahaladbhai Patel, aged 63 years is Non-Executive Director and Promoter our Company. He was appointed on the Board on January 17, 2025 as a Director. He holds degree of Secondary Education. He has 15 years of rich experience in cotton ginning and spinning industry. He was actively involved with in the affairs of the Vivekanand Cotspin LLP as a partner since 2015 prior to the conversion into Vivekanand Cotspin Limited. He has been instrumental in shaping the companys growth, implementing advanced manufacturing processes, and ensuring high standards in cotton production. He possesses expertise in quality production, manpower management, machine processes, and machine-making. Known for solving complex machine issues and ensuring efficient operations, Bharatbhai Patel is committed to driving excellence in every aspect of business operations.

Vishnubhai Prahaladdas Patel

Vishnubhai Prahaladdas Patel, aged 57 years is Non-Executive Director and Promoter our Company. He was appointed on the Board on August 05, 2024 as an Executive Director and resigned from the post of Executive Director on January 17, 2025 and reappointed as a Non-Executive Director on the same day. He was the designated partner in Vivekanand Cotspin LLP since incorporation and was actively involved in the affairs of the LLP prior to the conversion. He holds degree of Secondary Education. He has 15 years of rich experience in cotton ginning and spinning industry. With years of experience in the textile sector, he has been instrumental in driving the companys strategic direction and overseeing its growth in the highly competitive cotton industry.

His expertise lies in quality control, production optimization, and process management, which has enabled Vivekanand Cotspin to maintain high standards in its operations.

Rohit Khandelwal

Rohit Khandelwal, aged 36 years is Non-Executive and Independent Director of our Company. He was appointed on the Board as Independent Director w.e.f. April 16, 2026 for a period of 5 years and shall not be liable to retire by rotation. He is a commerce graduate and a multi-qualified professional with experience of more than 6 years in finance, valuation, and corporate advisory. He is a Fellow Member of the Institute of Chartered Accountants of India (ICAI), an Associate Member of the Institute of Company Secretaries of India (ICSI), and a Registered Valuer under the Securities or Financial Assets category with the Insolvency and Bankruptcy Board of India (IBBI). He is also a regular speaker at various professional forums for members and students of Chartered Accountants and Company Secretaries. He is currently practicing as a Chartered Accountant and Registered Valuer and serves as a Working Partner at SPARK & Associates Chartered Accountants LLP, where he leads the Corporate Consultancy division. His professional experience combines strong legal expertise and corporate governance knowledge, making him an invaluable asset to the companys board.

Bhavika Sanghani

Bhavika Sanghani, aged 34 years is Non-Executive and Independent Director of our Company. She was appointed on the Board as Independent Director w.e.f. April 16, 2026 for a period of 5 years and shall not be liable to retire by rotation. She holds a degree of Bachelor of Business Administration (BBA) and Associate Member of the Institute of Company Secretaries of India (ICSI). She has more than 6 years of experience in the secretarial functions and corporate governance. Possesses deep expertise in the Companies Act, 2013, listing regulations and allied legal compliances and agreements. Demonstrated track record of ensuring regulatory compliance while effectively supporting board-level decision-making and governance processes. In her role as an independent director, she is responsible for ensuring that the Company adheres to high standards of corporate governance, transparency, and regulatory compliance. Her contributions include providing unbiased opinions on the companys strategic decisions, risk management policies, and financial oversight.

COMPENSATION AND BENEFITS TO THE MANAGING DIRECTOR AND WHOLE TIME DIRECTORS AS FOLLOWS

The compensation payable to our Managing Director and Whole-time Directors will be governed as per the terms of their appointment and shall be subject to the provisions of Sections 2(54), 2(94), 188, 196, 197, 198 and 203 and any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 1956, for the time being in force).

The following compensation has been approved for Managing Director and Whole Time Director:

Particulars		Nirav Bharatbhai Patel	Jasmin Visnubhai Patel
Re-Appointment /	Change in
		January 17, 2025	January 17, 2025
Designation
Designation		Chairman and Managing Director	Whole Time Director
		For a period of 5 Years from January 17,	For a period of 5 Years from January 17,
Term of Appointment
		2025 to January 16, 2030.	2025 to January 16, 2030.
Salary		Upto 30 Lakhs per annum	Upto 30 Lakhs per annum
Bonus		NA	NA
Perquisite/Benefits		In addition to the salary, he shall be eligible for the following perquisites which shall not be included in the computation of the ceiling on remuneration specified hereinabove: (i) Contribution to Provident Fund,	In addition to the salary, he shall be eligible for the following perquisites which shall not be included in the computation of the ceiling on remuneration specified hereinabove: (i) Contribution to Provident Fund,
		Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961. (ii) Gratuity payable at a rate not	Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961. (ii) Gratuity payable at a rate not

 

Particulars	Nirav Bharatbhai Patel	Jasmin Visnubhai Patel
	exceeding half months salary for each completed year of service. (iii) Encashment of leave at the end of the tenure.	exceeding half months salary for each completed year of service. (iii) Encashment of leave at the end of the tenure.
Commission	NA	NA
Remuneration paid for Year 2025-
	NIL	NIL
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*Our company does not have any Subsidiary Company.

BONUS OR PROFIT SHARING PLAN FOR OUR DIRECTORS

We have no bonus or profit-sharing plan for our Directors.

SITTING FEE PAYABLE TO NON-EXECUTIVE DIRECTORS

The Articles of Association of our Company provides that payment of sitting fees to Directors (other than Managing Director & Whole-Time Directors) for attending a meeting of the Board or a Committee thereof shall be decided by the Board of Directors from time to time within the applicable maximum limits. Our Board of Directors has resolved in their meeting dated April 16, 2026 for payment to all Non-Executive Independent Directors for attending each such meeting of the Board or Committee thereof.

CONTINGENT AND/OR DEFERRED COMPENSATION PAYABLE TO OUR DIRECTORS

There are no contingent or deferred compensation payable to our Directors which does not form part of his remuneration.

SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY

S. No. Name of Director	No. of Shares held	Holding in %
1. Nirav Bharatbhai Patel	32,50,000	20.00
2. Jasmin Visnubhai Patel	32,50,000	20.00
3. Bharatbhai Prahaladbhai Patel	32,49,784	20.00
4. Vishnubhai Prahladdas Patel	32,49,784	20.00

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 fees payable to them for attending meetings of the Board of Directors or a Committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under the Articles, and to the extent of remuneration paid to them for services rendered as an officer or employee of the Company. For further details, please refer- "Compensation of our Managing Director a Whole Time Directors" above, under chapter titled

"Our Management" beginning on page 174 of this Draft Red Herring Prospectus.

Our directors may also be regarded as interested to their shareholding and dividend payable thereon, if any, Our Directors are also interested to the extent of Equity Shares, if any held by them in our Company or held by their relatives.

Further our director may also be interested to the extent of unsecured loans, if any, given by them to our Company or by their relatives or by the companies/ firms in which they are interested as Directors/Members/Partners. Further our directors may also be interested to the extent of loans, if any, taken by them or their relatives or taken by the companies/ firms in which they are interested as Directors/Members/Partners.

All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any Company in which they hold Directorships or any partnership firm in which they are partners.

Except as stated in this section "Our Management" or the section titled "Restated Financial Statement - Related Party Transactions" beginning on page 174 and 199 respectively of this Draft Red herring Prospectus, and except to the extent of shareholding in our Company, our directors do not have any other interest in our business.

Interest in the property of Our Company

Except as disclosed above and in the chapters titled "Business Overview" and "Restated Financial Statements Related Party Transactions" and "History and Corporate Structure" on pages 140, 199 and 170 respectively of this Draft Red Herring Prospectus, our Directors do not have any interest in any property acquired two years prior to the date of this Draft Red Herring Prospectus.

Interest as Creditor of our Company

Except as stated in the chapter of "Statement of Financial Indebtedness" of this Draft Red Herring Prospectus beginning on page 202, our company has not availed loans from Directors of our Company as on the date of this Draft Red Herring Prospectus.

Further, Our Directors i.e. Nirav Bharatbhai Patel, Jasmin Visnubhai Patel, Bharatbhai Prahaladbhai Patel and Vishnubhai Prahladdas Patel have provided personal guarantees to secure our existing borrowings from our lenders.

Interest in the business of our Company

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

Other Interests

Except as stated under "Restated Related Party Transactions" under Chapter titled "Restated Financial Statements" on page 199 of this Draft Red Herring Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which our directors are interested.

Except as stated above, none of the beneficiaries of loans, advances and sundry debtors are related to 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 or companies in which they are interested as a member 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.

CHANGES IN BOARD OF DIRECTORS IN LAST 3 YEARS

S. No. Name	Date & Nature of Change	Reasons for Change
1. Nirav Bharatbhai Patel	Appointed as Chairman & Managing Director w.e.f. January 17, 2025	To ensure better Corporate Governance
2. Jasmin Visnubhai Patel	Appointed as an Additional Director w.e.f. November 15, 2024.	To ensure better Corporate Governance
	Appointed as Whole Time Director w.e.f.
	January 17, 2025
3. Bharatbhai Prahaladbhai Patel	Appointed as an Additional Director on January 17, 2025	To ensure better Corporate
	Regularisation as Non- Executive Director	Governance
	w.e.f. January 17, 2025
	Cessation from the post of Executive Director w.e.f January 17, 2025	Resignation
4. Vishnubhai Prahladdas Patel	Appointed as an Additional Director on January 17, 2025	To ensure better Corporate
	Regularisation as Non- Executive Director w.e.f. January 17, 2025	Governance
	Appointed as an Additional Director w.e.f. January 17, 2025
5. Sandeep Kumar Likhamania	Regularisation as Non-Executive Independent Director w.e.f. January 17, 2025	To ensure better Corporate Governance
	Cessation from the post of Directorship w.e.f
S. No. Name	Date & Nature of Change	Reasons for Change
	December 09, 2025
	Appointed as an Additional Director w.e.f. January 17, 2025
6. Neha Agarwal	Regularisation as Non-Executive Independent Director w.e.f. January 17, 2025	To ensure better Corporate Governance
	Cessation from the post of Directorship w.e.f
	December 09, 2025
	Appointed as an Additional Director w.e.f. December 09, 2025
7. Amitaben Hiteshbhai Patel	Regularisation as Non-Executive Independent Director w.e.f. December 17, 2025	To ensure better Corporate Governance
	Cessation from the post of Directorship w.e.f April 09, 2026
	Appointed as an Additional Director w.e.f. December 09, 2025
8. Himul Dasharathabhai Patel	Regularisation as Non-Executive Independent Director w.e.f. December 17, 2025	To ensure better Corporate Governance
	Cessation from the post of Directorship w.e.f April 09, 2026
9. Rohit Khandelwal	Appointed as an Additional Director w.e.f. April 16, 2026	To ensure better Corporate
	Regularisation as Non-Executive Independent	Governance
	Director w.e.f. April 23, 2026
10. Bhavika Sanghani	Appointed as an Additional Director w.e.f. April 16, 2026	To ensure better Corporate
	Regularisation as Non-Executive Independent	Governance
	Director w.e.f. April 23, 2026

MANAGEMENT ORGANISATION STRUCTURE

The following chart depicts our Management Organization Structure:

In addition to the applicable provisions of the Companies Act, 2013, provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and SEBI (ICDR) Regulations, 2018 in respect of corporate governance will be applicable to our Company immediately upon the listing of our Companys Equity Shares on the SME Platform of BSE Limited. The requirements pertaining to constitution of the committees such as the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committees have been complied with.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations 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 our Board detailed reports on its performance periodically.

Our Board of Directors consist of Six (6) directors of which two (2) are Independent Directors (as defined under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Our Company has constituted the following committees:

1. Audit Committee:

Our Company has constituted an Audit Committee ("Audit Committee"), vide Board Resolution dated April 16, 2026 as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing

Regulations, 2015 applicable upon listing of the Companys Equity shares on SME platform of Bombay Stock Exchange Limited, the constituted Audit Committee comprises following members:

Name of the Director	Status in Committee	Nature of Directorship
Rohit Khandelwal	Chairman	Non-Executive Independent Director
Bhavika Sanghani	Member	Non-Executive Independent Director
Nirav Bharatbhai Patel	Member	Chairman and Managing Director

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure: The Audit 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 Audit Committee as approved by the Board.

B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two independent members at each meeting.

C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 as amended and Companies Act, 2013 shall be as under:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

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

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

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly 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; ? modified opinion(s) in the draft audit report;

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

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

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

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

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company. 16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board. 20. 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; 21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and; 23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI

Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

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; and e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. f) Statement of deviations: ? Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). ? Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulations, 2015 as amended vide Resolution dated April 16, 2026. The constituted Stakeholders Relationship Committee comprises the following:

Name of the Director	Status in Committee	Nature of Directorship
Bhavika Sanghani	Chairman	Non-Executive Independent Director
Rohit Khandelwal	Member	Non-Executive Independent Director
Nirav Bharatbhai Patel	Member	Chairman and Managing Director
Jasmin Vishnubhai Patel	Member	Whole-Time Director

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. 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 Committee as approved by the Board.

B. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall 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 two members present.

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 space at back 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.

? Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties. ? 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 (Prohibition of insider Trading) Regulations, 2015 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, and ? Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

3. Nomination and Remuneration Committee

Our Company has formed the Nomination and Remuneration Committee as per Regulation 19 of SEBI Listing Regulations, 2015 as amended vide Resolution dated April 16, 2026. The Nomination and Remuneration Committee comprise the following:

Name of the Director	Status in Committee	Nature of Directorship
Bhavika Sanghani	Chairman	Non-Executive Independent Director
Rohit Khandelwal	Member	Non-Executive Independent Director
Bharatbhai Prahaladbhai Patel	Member	Non-Executive Director

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the 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: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

C. Role of 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 the board of directors; ? Devising a policy on diversity of board of directors; ? 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; and ? To formulate and administer the Employee Stock Option Scheme.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING

The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the SME platform of BSE Limited. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges.

The Company Secretary & Compliance Officer will be 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 under the overall supervision of the Board.

POLICY FOR DETERMINATION OF MATERIALITY & MATERIALITY OF RELATED PARTY TRANSACTIONS AND ON DEALING WITH RELATED PARTY TRANSACTIONS

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be applicable to our Company immediately upon the listing of Equity Shares of our Company on SME Platform of BSE Limited. We shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on listing of Equity Shares on the SME platform of BSE Limited. The Board of Directors at their meeting held on January 18, 2025 have approved and adopted the policy for determination of materiality and determination of materiality of related party transactions and on dealing with related party transactions.

OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Our Company is supported by a well-laid team having good exposure to various operational aspects of our line of business. A brief about the Key Managerial Personnel of our Company is given below:

Other than Nirav Bharatbhai Patel, Chairman & Managing Director and Jasmin Visnubhai Patel, Whole-Time Director whose details are provided above, the details of our Key Managerial Personnel of our Company are as follows:

Name, Designation & Educational Qualification	Age (Year)	Date of joining as KMP	Compensation paid for the F.Y ended 2026 (in Lakhs)	Over all experience (in years)	Previous employment
Name: Irfan Abdulbhai Mansuri Designation: Chief Financial Officer Qualification: Chartered Accountant	38	Chief Financial Officer w.e.f January 17, 2025	9.60	13 Years in the field of accounting and finance related work 4 Years in	M.M.Group of Companies
Name: Komal Vijaybhai Chauhan Designation: Company Secretary &		Company Secretary		the field of	Shree
Compliance Officer	31	w.e.f January 17,	5.42	secretarial and corporate	Krishna Infrastructure
Qualification: Company Secretary and B.com		2025		law compliances	Limited

The Senior Management of the Company are as follows:

Name, Designation & Educational Qualification	Age (Ye ar)	Date of joining as KMP	Compensation paid for the F.Y ended 2026 (in Lakhs)	Over all experience (in years)	Previous employment
Name: Anish Koundanya Designation: Vice President-Global Markets		Vice President-		18 years in the field of marketing, sales,	Global
Qualification: B.com, Post Graduate	43	Global Markets w.e.f. July 01, 2024	12.00	sourcing of raw cotton	Business
Diploma in Management and Graduate in Cotton Studies ACSA International Cotton Institute				and cotton yarn across global markets.	Solutions

BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Irfan Abdulbhai Mansurie

Irfan Abdulbhai Mansuri, aged 38 Years, is the Chief Financial Officer of our Company. He is the member of The Chartered Accountant of India. He was appointed as Chief Financial Officer of our Company on January 17, 2025. He has experience of 13 years in the field of accounting and finance related work. He is responsible for overseeing all finance-related functions within the company, ensuring effective financial management and reporting. His role encompasses managing financial operations, budgeting, and compliance, contributing to the companys financial stability and strategic planning.

Komal Vijaybhai Chauhan

Komal Vijaybhai Chauhan, aged 31 Years is the Company Secretary and Compliance Officer of our Company. She is a qualified Company Secretary and also holds degree of LL.B. She was appointed as Company Secretary and Compliance Officer of our Company on January 17, 2025. She has experience of 3 years in the field of secretarial and corporate law compliances. She plays a critical role in overseeing the companys corporate governance and ensuring adherence to regulatory requirements. She is responsible for managing all aspects of secretarial compliance and corporate governance, contributing to the companys adherence to legal and regulatory standards.

Anish Koundanya

Anish Koundanya, aged 43 years is the Vice President-Global Markets of our Company. He holds a post graduate diploma in Finance & Marketing and Bachelors of Commerce degree. He was appointed as Vice President-Global Markets of our Company on July 01, 2024. He has experience of around 18 years across the IT and textile industries, also having global exposure and has played a pivotal role in expanding Indian cotton yarn exports to emerging markets. He leads sourcing, marketing, and consulting services for textile raw materials, including raw cotton fiber and cotton yarn. He will be instrumental in driving the Companys raw material sourcing strategy, strengthening global supplier relationships, ensuring quality standards, and expanding international market presence.

RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL

None of the KMP of the Company are related to each other as per Sec 2 (77) of Companies Act, 2013.

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

Currently, our Company does not have any bonus or profit-sharing plan for our Key Managerial personnel or Senior Management. In future, discretionary bonus may be paid as may be decided by Nomination and Remuneration Committee/Board of Directors, depending upon the performance 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 MANAGERIAL PERSONNEL IN LAST THREE YEARS

There have been no changes in the Key Managerial Personnel of our Company during the last three years except as stated below:

Date of Appointment/

S. No. Name Designation Reasons Cessation/Promotion/ Transfer

Nirav Bharatbhai Chairman and Appointed as Chairman and Managing To ensure better 1. Patel Managing Director Director w.e.f. January 17, 2025 Corporate Governance Jasmin Visnubhai Whole Time Appointed as Whole Time Director To ensure better 2.

Patel Director w.e.f. January 17, 2025 Corporate Governance Irfan Abdulbhai Chief Financial Appointed as Chief Financial Officer To ensure better 3. Mansuri Officer w.e.f., January 17, 2025 Corporate Governance Company Secretary Appointed as Company Secretary & To ensure better Komal Vijaybhai

4. & Compliance Compliance Officer w.e.f January 17, Corporate Governance Chauhan Officer 2025

EMPLOYEE STOCK OPTION SCHEME/EMPLOYEE STOCK PURCHASE SCHEME/ STOCK APPRECIATION

RIGHTS

As on the date of filing of this Draft Red Herring Prospectus, our Company does not have any ESOP/ESPS/SAR Scheme for its employees.

INTEREST OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN OUR COMPANY

Apart from shares held in the Company, and to the extent of remuneration allowed and reimbursement of expenses incurred by them for or on behalf of the Company and to the extent of loans and advances made to or borrowed from the Company, none of our Key Managerial Personal and Senior Management are interested in our Company.

Except as provided in this Draft Red Herring Prospectus, we have not entered into any contract, agreement or arrangement during the preceding 2 (two) years from the date of this Draft Red Herring Prospectus in which the Key Managerial Personnel and Senior Management are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them.

For the details unsecured loan taken from or given to our Directors/KMPs/SMPs and for details of transaction entered by them in the past please refer chapter "Restated Financial Statements" on page 199 of this Draft Red Herring Prospectus.

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

Except the statutory payments made by our Company, in the last two years preceding the date of this Draft Red Herring Prospectus,

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 and Senior Management 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/ Senior Management has been granted any benefits in kind from our Company, other than their remuneration;

- None of our Key Managerial Personnel/ Senior Management 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 Our company has not executed any formal service contracts; although they are abide by their terms of appointments.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO OUR KEY MANAGERIAL PERSONNEL AND

SENIOR MANAGEMENT

There is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Management which forms part of their remuneration.

OTHER BENEFITS TO OUR KEY MANAGERIAL PERSONNEL

Except as stated in this Draft Red Herring Prospectus, there are no other benefits payable to our Key Managerial Personnel.

OUR PROMOTERS & PROMOTER GROUP

OUR PROMOTERS

The Promoters of our Company are Nirav Bharatbhai Patel, Jasmin Vishnubhai Patel, Bharatbhai Prahaladbhai Patel, Vishnubhai Prahaladdas Patel, Gautam Bharatkumar Patel, B P Patel Family Trust and V P Patel Family Trust are the promoters of our Company.

As on the date of this Draft Red Herring Prospectus, Our Promoters, collectively holding 1,62,49,784 Equity Shares which constitute 100% of the issued and paid-up Equity Share capital of our Company. For details see "Capital Structure", on page 74 of this Draft Red Herring Prospectus.

Details of our Individual Promoters:

Nirav Bharatbhai Patel, Chairman & Managing Director

Nirav Bharatbhai Patel, aged 40 years, is the Chairman & Managing Director of our Company.

For further details, i.e., his date of birth, residential address, educational qualifications, experience in business or employment, business and financial activities, special achievements, positions/posts held in the past and other directorships, see "Our Management" on page 174.

Other ventures of our Promoters - Except as set out in this chapter under heading

"Other ventures of our Promoters" and the chapter titled "Our Management", our Promoters are not involved with any other venture, as a shareholder/stakeholder, proprietor, partner, promoter or director.

His Permanent Account Number is AYEPP6780A. For details of his shareholding, please see "Capital Structure" on page 74.

Jasmin Visnubhai Patel, Whole Time Director

Jasmin Visnubhai Patel, aged 33 years, is the Whole Time Director of our Company.

For further details, i.e., his date of birth, residential address, educational qualifications, experience in business or employment, business and financial activities, special achievements, positions/posts held in the past and other directorships, see "Our Management" on page 174.

Other ventures of our Promoters - Except as set out in this chapter under heading "Other ventures of our Promoters" and the chapter titled "Our Management", our Promoters are not involved with any other venture, as a shareholder/stakeholder, proprietor, partner, promoter or director.

His Permanent Account Number is BPEPP7506N. For details of his shareholding, please see "Capital Structure" on page 74.

Bharatbhai Prahaladbhai Patel, Non- Executive Director

Bharatbhai Prahaladbhai Patel, aged 63 years, is the Non-Executive Director of our

Company.

For further details, i.e., his date of birth, residential address, educational

qualifications, experience in business or employment, business and financial

activities, special achievements, positions/posts held in the past and other

directorships, see "Our Management" on page 174.

Other ventures of our Promoters - Except as set out in this chapter under heading

"Other ventures of our Promoters" and the chapter titled "Our Management", our

Promoters are not involved with any other venture, as a shareholder/stakeholder,

proprietor, partner, promoter or director.

His Permanent Account Number is ABRPP7924N. For details of his shareholding,

please see "Capital Structure" on page 74.

Vishnubhai Prahaladdas Patel, Non-Executive Director

Vishnubhai Prahaladdas Patel, aged 57 years, is the Non-Executive Director of our

Company.

For further details, i.e., his date of birth, residential address, educational

qualifications, experience in business or employment, business and financial

activities, special achievements, positions/posts held in the past and other

directorships, see "Our Management" on page 174.

Other ventures of our Promoters - Except as set out in this chapter under heading

"Other ventures of our Promoters" and the chapter titled "Our Management", our

Promoters are not involved with any other venture, as a shareholder/stakeholder,

proprietor, partner, promoter or director.

His Permanent Account Number is ABRPP8467G. For details of his shareholding,

please see "Capital Structure" on page 74.

 

Gautam Bharatkumar Patel
Qualification	Higher Secondary Education (12 th)
Date of Birth	07/01/1984
Age	42 Years
	12, Mahalaxmi Society, Karannagar Road,
Address
	Kadi, Mahesana, Gujarat- 382715
Experience	9 Years of experience in Textile Industry
Occupation	Business
Permanent Account Number	AMZPP8947J
No. of Equity Shares held in VCL	32,50,000 Equity Shares of 10 each; 20 %
[% of Shareholding (Pre Issue)]	of Pre-Issue Paid Up Capital
DIN	02027640
	Companies/LLP: Truepay Finance Private
	Limited (Formerly known as Jain Finscap
	Private Limited)
	Partnership Firm(s): Balaji Oil Mill
Other Interests
	Ginning & Pressing Factory
	HUF: Patel Prahladbhai Chimanlal HUF
	Trust: B P Patel Family Trust (Beneficiary)

 

1. B P Patel Family Trust
Particulars	Details
Date of Creation of Trust	December 17, 2024
Date of Trust Deed	Trust Deed dated December 17, 2024
	1. Ranjanben Patel;
	2. Nirav Patel;
	3. Kinjal Patel;
	4. Rivan Patel;
	5. Tirth Patel;
Name of the Beneficiaries
	6. Gautam Patel;
	7. Rutu Patel;
	8. Mantra Patel;
	9. Khushi Patel;
	10. Any Lineal Descendent/s of Mr. Bharatbhai Prahaladbhai Patel
	Bharatbhai Patel;
Name of the Trustees
	Ranjanben Patel.
Name of the Settlor	Bharatbhai Patel
	Clause 4 of the Trust Deed provides for the objects for which the settlor has set up this trust
	and those are as follows:
	4.1.1. To hold, invest and manage the Trust property in trust for the sole benefit of the Beneficiaries;
	4.1.2. To ensure that the Trust Property is properly managed and administered in accordance with the provisions of this Deed;
Reason for formation of the trust	4.1.3. To make distributions of Income and Capital that comprises the Trust Property received by the Trustees in accordance with the provisions of this deed and in order to provide for different needs, expenses, requirements and contingencies of the Beneficiaries;
	4.1.4. To carry on any other business activities with an objective of accretion to the Trust Property for the benefit of the Beneficiaries;
	4.1.5. To set-up or invest in any new business venture, as may be agreed by the Trustees; and 4.1.6. To ensure a seamless inter-generational transfer and/or transmission of the Trust Property among the Beneficiaries by providing, inter alia, a suitable succession planning structure amongst the Beneficiaries who are family members.

2. V P Patel Family Trust

Particulars	Details
Date of Creation of Trust	December 17, 2024
Date of Trust Deed	Trust Deed dated December 17, 2024
	1. Kapilaben Patel;
	2. Jasmin Patel;
	3. Mansi Patel;
Name of the Beneficiaries	4. Avyan Patel;
	5. Preetbhai Patel;
	6. Himani Patel;
	7. Any Lineal Descendent/s of Mr. Vishnubhai Prahaladdas Patel.
Name of the Trustees	Vishnubhai Patel;
	Kapilaben Patel.
Name of the Settlor	Mr. Vishnubhai Patel
Reason for formation of the trust	Clause 4 of the Trust Deed provides for the objects for which the settlor has set up this trust and those are as follows: 4.1.7. To hold, invest and manage the Trust property in trust for the sole benefit of the Beneficiaries;
	4.1.8. To ensure that the Trust Property is properly managed and administered in accordance with the provisions of this Deed;

 

Particulars	Details
	4.1.9.	To make distributions of Income and Capital that comprises the Trust Property received by the Trustees in accordance with the provisions of this deed and in order to provide for different needs, expenses, requirements and contingencies of the Beneficiaries;
	4.1.10.	To carry on any other business activities with an objective of accretion to the Trust
		Property for the benefit of the Beneficiaries;
	4.1.11.	To set-up or invest in any new business venture, as may be agreed by the Trustees; and
	4.1.12.	To ensure a seamless inter-generational transfer and/or transmission of the Trusst Property among the Beneficiaries by providing, inter alia, a suitable succession planning structure amongst the Beneficiaries who are family members.

Declaration

Our Company confirm that the Permanent Account Number, Bank Account Number, Aadhar Card Number, Passport Number and Driving License of the Promoters which are available have been submitted to BSE at the time of filing of Draft Red Herring Prospectus with them.

Other ventures of our Promoters

Save and except as disclosed in this section titled "Body corporates, partnership firms forming part of the Promoter Group" under the chapter titled "Our Promoters & Promoter Group" and the chapter titled "Our Management", on page 188 and 174 of this Draft Red Herring Prospectus, there are no ventures promoted by our Promoters in which they have any business interests/ other interests.

Change in control of our Company

Except as stated in the chapter titled "Our Management" on page 174 of this Draft Red Herring Prospectus, there has not been any change in the control of our Company in the five years immediately preceding the date of this Draft Red Herring Prospectus.

Interest of our Promoters

Interest in promotion and shareholding of Our Company

Our Promoters are interested in the promotion of our Company to the extent (i) that they have promoted our Company; (ii) their shareholding and the shareholding of their relatives in our Company; (iii) the dividends payable thereon; and (iv) any other distributions in respect of their shareholding in our Company. For further details, please refer to the chapter titled "Capital Structure" on page 74.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in which our

Promoters hold shares, or (ii) controlled by our Promoters. For details of the Promoters shareholding in our Company, see "Capital Structure" on page 74.

Our Promoters have majority shareholdings in the entities form part of our Promoter Group of our Company. For risks relating to the same, please refer to "Risk Factors" at page 19 and "Restated Financial Statements" on page 199.

Interest in the property of Our Company

Except as stated in the section "Business Overview" and "Restated Financial Statements", on pages 140 and 199, respectively, our Promoters do not have any interest in any property acquired by our Company in the three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery, other than in the normal course of business.

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

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

Other Interests in our Company

The Promoters of our Company are also interested in our Company to the extent of directorship and managerial position held by them and may be deemed to be interested in the remuneration payable to them, where applicable, and the reimbursement of expenses incurred by them in their capacity as the Director. For further details, see "Our Management" on page 174.

For transactions in respect of loans and other monetary transactions entered in past please refer forming part of "Restated Financial Statements" on page 199 of this Draft Red Herring Prospectus.

Further, our Promoters have given personal guarantees respectively, towards financial facilities availed from the Bankers of our Company, therefore, they are interested to the extent of the said guarantees. Further, they have also extended unsecured loans and are therefore also interested in the extent of the said loans. For further information, see "Statement Financial Indebtedness" on page 193 and "Restated Financial Statements" on page 199.

Payment of Amount or Benefits to our Promoters and Promoter Group during the last 2 years

Except as disclosed herein and as stated in "Restated Financial Statements" on page 199 there has been no payment or benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus.

The remuneration to the Promoters is being paid in accordance with the respective terms of appointment, for further details see

" Our Management" on page 174.

Companies/ Firms with which our Promoters have disassociated in the last (3) three years

Our promoters have not disassociated themselves from any of the Company, Firms or other entities during the last three years preceding the date of this Draft Red Herring Prospectus.

Experience of our Promoters in the business of our Company

Our Promoters are experienced in the line of business in which our Company operates. For details in relation to experience of our Promoters in the business of our Company, see "Our Management" and "Our Promoters & Promoters Group" on page 174 and 188, respectively.

Material Guarantees to third parties with respect to the Equity Shares

Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares as on the date of this Draft Red Herring Prospectus.

Litigation Details pertaining to our Promoters

For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the section titled "Outstanding Litigations and Material Developments" on page 214 of this Draft Red Herring Prospectus.

Other confirmations

Our Promoters and members of our Promoter Group have not been declared Willful Defaulters or Fraudulent Borrowers by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters or fraudulent borrowers issued by Reserve Bank of India or any other government authority. Further, there are no violations of securities laws committed by our Promoters and members of the Promoter Group in the past, and no proceedings for violation of securities laws are pending against them.

Our Promoters and members of our Promoter Group have not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters are not and have never been promoter, director or person in control of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters and members of our Promoter Group have not been declared Fugitive Economic Offenders under section 12 of the Fugitive Economic Offender Act, 2018.

Except as mentioned below, none of our Promoters or individuals forming part of our Promoter Group are appearing in the list of directors of struck-off (Voluntary) companies by the ROC or the MCA under Section 248 of the Companies Act.

Name of Promoters/Promoter Group	Name of Disassociating Entities	Date of Disassociation	Reason for Disassociation
Preet Vishnubhai Patel Nirav Bharatbhai Patel	Sun Ambica Energy Private Limited	February 19, 2024	Company have been struck off from the Register of ROC.

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

OUR PROMOTER GROUP

In addition to the Promoters named above, the following natural persons are part of our Promoter Group:

Natural Persons who are part of the Promoter Group

As per Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018, the Natural persons who are part of the Promoter Group (due to their relationship with the Promoters), other than the Promoters, are as follows:

Relationship	NIRAV BHARATBHAI PATEL	VISHNUBHAI PRAHALADDAS PATEL
Father	Bharatbhai Prahaladbhai Patel	Late Prahaladbhai Chimanlal Patel
Mother	Ranjanben Bharatbhai Patel	Kantaben Prahaladbhai Patel
Spouse	Kinjal N Patel	Kapilaben Vishnubhai Patel
Brother	Gautam Bharatkumar Patel	Bharatbhai Prahaladbhai Patel
Sister	-	Renukaben D Patel
	Rivan Niravkumar Patel	Jasmin Vishnubhai Patel
Son
	Tirth Niravkumar Patel	Preet Vishnubhai Patel
Daughter	-	-
Spouses Father	Jayntibhai Vitthaldas Patel	Late Maganbhai Ambalal Patel
Spouses Mother	Madhukantaben Ambalal Patel	Pashiben Maganbhai Patel
		Amrutlal Maganlal Patel
Spouses Brother	Niraj Patel
		Late Bharatbhai Manganlal Patel
		Ranjanben Bharatbhai Patel
		Jyotsanaben Dashrathbhai Patel
Spouses Sister	Jayshree Patel
		Hansaben Patel
		Sudhaben Patel
Relationship	BHARATBHAI PRAHALADBHAI PATEL	JASMIN VISNUBHAI PATEL
Father	Late Prahaladbhai Chimanlal Patel	Vishnubhai Prahaladdas Patel
Mother	Kantaben Prahaladbhai Patel	Kapilaben Vishnubhai Patel
Spouse	Ranjanben Bharatbhai Patel	Mansi Jasmin Patel
Brother	Vishnubhai Prahaladdas Patel	Preet Vishnubhai Patel
Sister	Renukaben D Patel	-
	Nirav Bharatbhai Patel
Son		Avyan Jasminbhai Patel
	Gautam Bharatkumar Patel
Daughter	-	-
Spouses Father	Late Maganbhai Ambalal Patel	Vallabhbhai Maneklal Patel
Spouses Mother	Pashiben Maganbhai Patel	Diptiben Patel
	Amrutlal Maganlal Patel
Spouses Brother		Kanish Vallabhbhai Patel
	Late Bharatbhai Manganlal Patel
	Kapilaben Vishnubhai Patel
Spouses Sister	Jyotsanaben Dashrathbhai Patel	-
	Hansaben Patel	Sudhaben Patel

 

Relationship	GAUTAM BHARATKUMAR PATEL
Father	Bharatbhai Prahaladbhai Patel
Mother	Ranjanben Bharatbhai Patel
Spouse	Rutu Gautambhai Patel
Brother	Nirav Bharatbhai Patel
Sister	-
Son	Mantra Gautam Patel
Daughter	Khushi Gautam Patel
Spouses Father	Manubhai Vitthaldas Patel
Spouses Mother	Kokilaben Manubhai Patel
Spouses Brother	Pratik Manubhai Patel
Spouses Sister	Darshita Vipulkumar Patel

Body corporates, partnership firms forming part of the Promoter Group (other than our Promoter):

S. No. Nature of Relationship	Entities
	1. Ambica Cotseeds Limited
Any Body Corporate (other than Subsidiary & Associate) in which 20% or more of the share capital is held by the Promoter	2. Giocert Ventures and Innovations Private Limited
1. or an immediate relative of the Promoter or a firm in which the Promoter or any one or more of his immediate relatives is a member;	3. Truepay Finance Private Limited (Formerly known as Jain Finscap Private Limited)
	4. Shantam Buildcon
	5. Altevia Hospitality Private Limited
Any Body Corporate in which a body corporate as provided in	Nil
2. (1) above holds 20% or more, of the equity share capital; and Any HUF or firm in which the aggregate shareholding of the	1. Balaji Oil Mill Ginning & Pressing Factory
3. promoter and his immediate relatives is equal to or more than 20%	2. Patel Prahaladbhai Chimanlal HUF
	3. Vivekanand Industries
	4. Avadh Cotton Industries

Other persons included in Promoters Group:

None of other persons forms part of promoters group for the purpose of shareholding of the Promoters Group under Regulation 2(1)(pp)(v) of SEBI (ICDR) Regulations 2018.

INFORMATION WITH RESPECT TO GROUP COMPANIES

As per the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group Companies, our Company has considered those companies as our Group companies with which there were related party transactions as per the Restated Financial Statements of our Company in any of the last three financial years and other Companies as considered material by our Board.

Further, pursuant to a resolution of our Board dated April 20, 2026 for the purpose of disclosure in relation to Group companies in connection with the Issue, a company shall be considered material and disclosed as a Group company if such company fulfills both the below mentioned conditions:

a) the companies with which there were related party transactions (in accordance with AS-18), as disclosed in the Restated Financial Statements ("Restated Financial Statements"); and

b) if such company fulfils both the below mentioned conditions:

i. Such company that forms part of the Promoter Group of the Company in terms of Regulation 2(1)(pp) of the SEBI (ICDR)

Regulations, 2018; and ii. The Company has entered into one or more transactions with such company in preceding fiscal or audit period as the case may be exceeding 10% of total revenue of the Company as per Restated Financial Statements.

Except as stated below, there are no companies/entities falling under definition of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 which are to be identified as group companies/entities:

1. Ambica Cotseeds Limited;

2. Ambica Cotseeds Pte Limited;

3. Truepay Finance Private Limited (Earlier known as Jain Finscap Private Limited);

DETAILS OF OUR GROUP COMPANIES

Financial Information of Group Companies

In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements, in respect of Group Companies, for the last three years shall be hosted on the website of our Company - www.vcottonexport.com.

- Reserves (excluding revaluation reserve); - Sales; - Profit after tax; - Basic earnings per share; - Diluted earnings per share and; - Net asset value.

1. Ambica Cotseeds Limited:

Ambica Cotseeds Limited, was incorporated on April 28, 2011 under the Companies Act, 1956 pursuant to certificate of incorporation issued by Registrar of Companies, Ahmedabad Gujarat.

CIN	U15142GJ2011PLC065187
Main Object	To carry on the business to manufacture, de-lint, hull, produce, import, export, buy, sell, process, prepare, crush, refine, blend, filter, deodorize, disintegrate, clean, recover, amalgamate, mix, convert, purify, commercialize, grade, compound, disinfect, derive, excavate, explore, refine and extract all kinds of edible oil, vegetable oils, refined oils, bleached and deodorized oils, hydrogenated oils, rice bran oils, deoiled cakes, poultry feeds, vegetable ghee, its derivatives, by-products, substances, ingredients, solvent extractions and residues from all types of oil seeds such as cotton seeds,
	soyabeans, ground nuts, castors, linseeds, sunflower, coconut, rapeseed, almond, sesamam, mustard,
	sea seed, grapeseed, mahuha, sal, ricebran ghani and its derivatives, husks and other allied materials.
Registered Office	SF 12 Parmanand Plaza, opp. Fire Station Nagar Palika, Village: Kadi, Taluka: Kadi, Mahesana, Gujarat-382715, India
Equity Capital	As on the date of this Draft Red Herring Prospectus, the Authorised capital of Ambica Cotseeds Limited is 7,00,00,000 and the Paid-up Capital is 6,50,00,000.

2. Ambica Cotseeds PTE Limited:

Ambica Cotseeds PTE Limited, was incorporated on September 12, 2023 under the Companies Act, 1967 (Incorporated in the Republic of Singapore under the Companies Act Cap. 50) pursuant to certificate of incorporation issued by Accounting and Corporate Regulatory Authority.

UEN	202336733E.
Main Object	Wholesale on a fee or commission basis (Excluding online market places)
Registered Office	111 North Bridge Road, #07-09 Peninsula Plaza Singapore 179098.
Share Capital	As on the date of this Draft Red Herring Prospectus, the Issue Capital is Singapore Dollar 1,000.

3. Truepay Finance Private Limited (Earlier known as Jain Finscap Private Limited):

Truepay Finance Private Limited (Earlier known as Jain Finscap Private Limited), was incorporated on June 22, 1995 under the Companies Act, 1956 pursuant to certificate of incorporation issued by Registrar of Companies, Ahmedabad Gujarat.

CIN	U65910GJ1995PTC026442
Main Object	To provide financeon lease, hire or upon hypothecation or pledge of shares debentures securities, promissory notes, bills of exchange or other valuable and negotiable instruments of financial indstrument and generally to act as securities related services, securities, invesements, securities finance company, and housing finance and all other business of finance.
Registered Office	Office No. 604, 6th Floor, Fortune Business Hub, Nr. Satyamev Elysiym, Sola, Ahmedabad, Daskroi, Gujarat, India, 380060
Equity Capital	As on the date of this Draft Red Herring Prospectus, the Authorised capital of Truepay Finance Private Limited is 6,50,00,000 and the Paid-up Capital is 6,30,00,000.

Other Confirmations

a) Our Group Companies are not listed on any stock exchange nor the Group Company has made any public and/or rights issue of securities in the preceding three years; b) Our Group Companies are not in defaults in meeting any Statutory/bank/institutional dues and no proceedings have been initiated for economic offences against the Group company; c) Our Group Companies have not been debarred from accessing the capital market for any reasons by the SEBI or any other authorities; d) Our Group Companies have not been identified as a Wilful Defaulter or fraudulent borrower; e) Our Group Companies do not hold any Equity Shares, warrants/convertible securities in our Company as of the date of this Draft Red Herring Prospectus.

LITIGATIONS

Except as disclosed in the chapter titled "Outstanding Litigations and Material developments" on page 214 of this Draft Red Herring Prospectus, there is no other pending litigations against our Group Companies which can have a material impact on our Company.

COMMON PURSUITS

Our Group Companies are engaged in similar line of business as that our Company. As on the date of this Draft Red Herring Prospectus, our company has entered into non-compete agreement with our Group Company for risks relating to the same, please see "Risk Factors" on page 19.

RELATED BUSINESS TRANSACTIONS WITHIN OUR GROUP COMPANIES AND SIGNIFICANCE ON THE FINANCIAL PERFORMANCE OF OUR COMPANY

Except as disclosed in the Related Party Transactions in the chapter titled "Restated Financial Statements" on page 199 of this Draft Red Herring Prospectus, there are no other related business transactions between Group Companies and our company.

BUSINESS INTEREST

Except as disclosed in the Related Party Transactions in the chapter titled "Restated Financial Statements" on page 199 of this Draft Red Herring prospectus, our Group Companies do not have any business interest in our company.

NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES

a) In the promotion of our Company:

Our Group Companies does not have any interest in the promotion of our Company.

b) In the properties acquired or proposed to be acquired by our Company in the past three years before filing the Draft Red Herring Prospectus with stock exchange:

Our Group Companies does not have any interest in the properties acquired or proposed to be acquired by our Company in the past three years before filing the Draft Red Herring Prospectus with Stock Exchange.

c) In transactions for acquisition of land, construction of building and supply of machinery:

Our Group Companies are not interested in any transactions for the acquisition of land, construction of building or supply of machinery.

UNDERTAKING / CONFIRMATIONS BY OUR GROUP COMPANIES

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

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

None of our Promoters, person in control of our Company or have ever been a Promoter, Director or person in control of any 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 Promoters, the relatives of our individual Promoters (as defined under the Companies Act) nor our Group companies/Promoter Group entities have been declared as a wilful defaulter or economic offender by the RBI or any other government authority and there are no violations of securities laws committed by them or any entities they are connected with in the past and no proceedings for violation of securities laws are pending against them.

The information as required by the SEBI ICDR Regulations with regards to the Group companies, is also available on the website of our company i.e. www.vcottonexport.com.