Z-Tech (India) Ltd Directors Report

As per the Articles of Association of our Company, we are required to have not less than 3 (Three) Directors and not more than 15 (Fifteen) Directors on our Board, subject to provisions of Section 149 of Companies Act, 2013. As on date of this Draft Red Herring Prospectus, our Board consists of 5 (Five) Directors, out of which 2 (Two) are Executive Directors and 3 (Three) are Non-Executive Directors out of which 2 (Two) directors are Independent Directors. Ms. Sanghamitra Borgohain is the Managing Director of our Company.

S. No.	Name	DIN	Category	Designation
1.	Ms. Sanghamitra Borgohain	08578955	Executive	Managing Director
2.	Mr. Pradeep Sangwan	09683475	Non-Executive	Non-Independent Director
3.	Mr. Anuj Kumar Poddar	10248556	Executive	Whole Time Director
4.	Mr. Steve A Pereira	08566688	Non-Executive	Independent Director
5.	Mr. Aditya Rungta	02414611	Non-Executive	Independent Director

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

S.No	Name, DIN, Date of Birth, Age No. of Equity Qualification, Designation, Shares held & % Occupation, Address, Nationality of pre issue and Term shareholding	Other Directorship/partner
1	Ms. Sanghamitra Borgohain	Indian Private Companies
	1,62,416 Equity Designation: Managing Director Shares (1.73% of the Pre -issue	1. Inacces Geotechnical Solutions Private Limited
		2. Terramaya Enterprises
	Address: Amber-070, Ground Floor, shareholding)
		Private Limited
	Emerald Hills, Sector-65, Gurgaon, 40
	Haryana - 122001 Years	3. Tribar Enterprises Private
		Limited
	Date of Birth: 01-09-1983
		Indian Public Companies
	Occupation: Business	Nil
	Nationality: Indian
		Section 8 companies
	Term: 5 Years	Nil
	Qualification: B.A. (Political Science	Indian LLPs
	Hons.)	1. Aamya Resources LLP
	Date of First Appointment: 07-10-
	2019
	Date of Appointment as MD: 17-01-
	2024
	DIN: 08578955
2	Mr. Pradeep Sangwan	Indian Private Companies
	Designation: Non-Executive Non-	1. Tribar Enterprises Private
	Independent Director 38 Nil	Limited
	Years
	Address: House no. 16/8, Loharu	Indian Public Companies
	Road, Near Gaurav Ice Factory, Ward	Nil
	No. 16, Teh Charkhi Dadri, Bhiwani,
	Haryana- 127306	Section 8 companies
		Nil
	Date of Birth: 05-07-1985
		Indian LLPs
	Qualification: Post Graduation	Nil
	Diploma In Event Management
	Occupation: Service
	Nationality: Indian
	Date of Appointment: 17-01-2024
	DIN: 09683475
3	Mr. Anuj Kumar Poddar	Indian Private Companies
		Nil
	Designation: Whole Time Director
		Indian Public Companies
	56 Nil
	Address: B-701, Maple Leaf, Heights	Nil
	Years
	Near Badiyadev Temple, Bhaily,
	Vadodara, 391410, Gujarat, India	Section 8 companies
		Nil
	Date of Birth: 22-11-1967
		Indian LLPs
	Qualification: B.A. (FINE) Painting	Nil
	Occupation: Service
	Nationality: Indian
	Date of original appointment: 30-09-
	2023
	Date of Appointment as WTD: 17-01-
	2024
	DIN: 10248556
4	Mr. Steve A Pereira	Indian Private Companies
		Nil
	Designation: Independent Director
		Indian Public Companies
	46 Nil
	Address: 12 Rehoboht, Manjunath	Nil
	Years
	Nagar, Near Navajyothi Public School,
	Ramamurthynagar, Bangalore,	Section 8 companies
	Doorvaninagar, Karnataka 560016	Nil
	Date of Birth: 17-09-1977	Indian LLPs
		Waymaker Enterprises LLP
	Qualification: Bachelor of Hotel
	Management & Post Graduate
	Diploma in HR and Industrial
	Relations
	Occupation: Service
	Nationality: Indian
	Date of Appointment: 17-01-2024
	DIN: 08566688
5	Mr. Aditya Rungta	Indian Private Companies
		A&S Wealth Creations Private
	Designation: Independent Director	Limited
		Indian Public Companies
	Nil
	Address: H. No.- Q - 409, Vivek Vihar,	Nil
	Sector - 82 Noida Distt.- Gautam Budh
	Nagar, U. P.- 201304	Section 8 companies
		Saroj Rungta Foundation
	36
	Date of Birth: 05-09-1987	Indian LLPs
	Years
		Newstone Promoters LLP
	Qualification: Company Secretory
	Occupation: Service
	Nationality: Indian
	Date of Appointment: 17-01-2024
	DIN: 02414611

BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY

1. Ms. Sanghamitra Borgohain is promoter and managing director of the company. She is a first-generation entrepreneur with a rich experience of more than 13 years in the civil construction industry. She has demonstrated exceptional leadership and strategic vision throughout her career. Ms. Borgohains expertise lies in overseeing complex construction projects and ensuring their successful completion within budget and on schedule. She has been associated with our company since 2019. She holds a degree of Bachelor of Arts in Political Science. She has been one of the guiding forces behind the growth and business strategy of our Company. Her wealth of experience, combined with her leadership acumen along with her commitment to excellence and ability to navigate the complexities of large-scale projects make her a sought-after professional in the field.

2. Mr. Pradeep Sangwan servers Non-Executive Non-Independent Director of the company. Mr. Sangwan has Post Graduation Diploma In Event Management. Mr. Sangwan has experience of 8 years in the field of ecosystem of waste management in Himalayas. He has conducted number of workshops for waste management including setting up of material recovery facilities training individuals/ Panchayats/Gov. employee. with a proven track record of successfully promoting various causes, products, and events.

3. Mr. Anuj Kumar Poddar is Whole Time Director of the company. Mr. Poddar completed B.A. (FINE) Painting MS University Vadodara in year 1993. He has rich experience of more than 25 years in the Glass Industry.

He started his initial career as glass designer at Glasstones Mehtaab Engineering Vadodara. Also, he has been part of various workshops, exhibitions and group shows with diverse national and international participants.

4. Mr. Steve A Pereira serves as an Independent Director within the company. He brings a wealth of expertise, Post Graduate Diploma in HR and Industrial Relations, as well as a Bachelors Degree in Hotel Management. With a professional journey spanning over 23 years across diverse sectors such as hospitality, aviation, healthcare, and business operations, he has successfully managed assets exceeding 100 crores. Moreover, Mr. Pereira is a Qualified Independent Director and holds certification as a Six Sigma Yellow Belt.

5. Mr. Aditya Rungta is a Fellow member (FCS) of The Institute of Company Secretaries of India (ICSI), having post-qualification work-Experience of around 14 years in the Industry. He is the Elected Regional Council Member of the ICSI from Northern Region. Graphing his career from variety of work scenarios, he has worked in the Listed Corporates such as Koutons Retail and Phoenix Lamps. Presently he is heading TDI Group (having 260 group Companies) in the capacity of full time Consultant.

Note:

None of the above-mentioned Directors are on the RBI List of wilful defaulters as on the date of this Draft Red Herring Prospectus.

1) None of the Promoters, persons forming part of our Promoter Group, our Directors or persons in control of our Company or our Company are debarred by SEBI from accessing the capital market.

2) None of the Promoters, Directors or persons in control of our Company, have been or are 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.

FAMILY RELATIONSHIP BETWEEN DIRECTORS

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

Details of current and past directorship(s) in listed companies whose shares have been / were suspendedfrom being traded on the stock exchanges and reasons for suspension.

None of our Directors is / was a director in any listed company during the last five years before the date of filing of this Draft Red Herring Prospectus, whose shares have been / were suspended from being traded on the any stock exchange.

Details of current and past directorship(s) in listed companies which have been/ were delisted from the stock exchange(s) and reasons for delisting.

None of our Directors are currently or have been on the board of directors of a public listed company whose shares have been or were delisted from any stock exchange.

Details of arrangement or understanding with major shareholders, consumers, suppliers or others, pursuant to which of the Directors were selected as a director or member of senior management.

There are no arrangements or understandings with major shareholders, consumers, suppliers or any other entity, pursuant to which any of the Directors or Key Managerial Personnel were selected as a Director or member of the senior management.

TERMS AND CONDITIONS OF EMPLOYMENT OF THE DIRECTORS

i. Executive Directors

Name	Ms. Sanghamitra Borgohain
Designation	Managing Director
Period	5 Years
Date of approval of shareholder	17-01-2024
Remuneration	18,00,000/- Per Annum
	Re-imbursement of Medical, leave travel Allowance, Furnished
Perquisite	Accommodation, Company maintained Car, Club Membership, variable pay bonus and other perquisites and all cost and other charges incurred by him in the discharge and execution of his duties as Managing Director.
Name	Mr. Anuj Kumar Poddar
Designation	Whole Time Director
Period	5 Years from 12-01-2024
Date of approval of shareholder	17-01-2024
Remuneration	12,00,000/- Per Annum
Perquisite	Re-imbursement of Medical, leave travel Allowance, Furnished Accommodation, Company maintained Car, Club Membership, variable pay bonus and other perquisites and all cost and other charges incurred by him in the discharge and execution of his duties as Managing Director.

ii. Non-Executive Directors and Independent Director

Our Company will not pay any remuneration to the Independent Directors of our company except the applicable sitting fee and reimbursement of expenses as per the Companies Act, 2013. The sitting fees shall be paid to the Non-Executive Directors and Independent Directors as per the terms and conditions mentioned in their letter of appointment.

Note: No portion of the compensation as mentioned above was paid pursuant to a bonus or profit-sharing plan.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a director is not required to hold any shares in our Company to qualify him for the office of the Director of our Company. The following table details the shareholding in our Company of our Directors in their personal capacity, as on the date of this Draft Red Herring Prospectus:

Sr. No.	Name of the Directors	No. of Equity Shares held	% of pre-issue paid-up Equity Share capital in our Company
1.	Ms. Sanghamitra Borgohain	1,62,416	1.27%

INTEREST OF DIRECTORS

All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable to them for their services as Directors of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of consideration received/paid or any loans or advances Provided to anybody corporate including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.

All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to our non-promoter Directors, out of the present Issue and also to the extent of any dividend payable to them and other distribution in respect of the said Equity Shares.

The Directors may also be regarded as interested in the Equity Shares, if any, held or that may be subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/or trustees.

Our Directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect of the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as Directors, members, partners and promoters, pursuant to this Issue. All our Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with either the Directors himself, other company in which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.

Interest in promotion of Our Company

Except Promoter, none of our directors have any interest in the promotion of our Company.

Interest in the property of Our Company

The Registered Office of the company situated at Plot 140, Khasra No. 249, Mangla Puri, Gadaipur, South-West Delhi, New Delhi- 110030, India which is not owned by the company and under a lease agreement. Hence, none of our directors are interested in the property of our company.

Furthermore, our directors have no interest in any property acquired by our Company neither in the preceding two years from the date of this Draft Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Draft Red Herring Prospectus. Our Directors also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.

Interest in the business of Our Company

Save and except as stated otherwise in "Related Party Transaction" in the chapter titled "Financial Information" beginning on page number 204 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.

Details of service contracts

None of our directors have entered into any service contracts with our company except for acting in their individual capacity as director and no benefits are granted upon their termination from employment other thanthe statutory benefits provided by our company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of or retirement from employment.

Bonus or profit-sharing plan for the directors

There is no bonus or profit-sharing plan for the Directors of our Company.

Contingent and deferred compensation payable to directors

No Director has received or is entitled to any contingent or deferred compensation.

Other indirect interest

Except as stated in chapter titled "Financial Information" beginning on page 204 of this Draft Red Herring Prospectus, none of our sundry debtors or beneficiaries of loans and advances are related to our directors.

CHANGES IN THE BOARD FOR THE LAST THREE YEARS

Save and except as mentioned below, there had been no change in the Directorship during the last three (3) years:

Name of Director	Date of Event	Reason for Change
Mr. Ajit Kumar Singh	30-06-2021	Appointment as Additional Director
Mr. Ajit Kumar Singh	14-08-2021	Cessation from Additional Directorship
Mr. Pradeep Sangwan	22-07-2022	Appointment as Additional Director
Mr. Pradeep Sangwan	30-09-2022	Change in designation to Non-Executive Non-
		Independent Director
Mr. Anuj Kumar Poddar	28-07-2023	Appointment as Additional Director
Mr. Anuj Kumar Poddar	17-01-2024	Change in designation to Whole Time Director
Ms. Sanghamitra Borgohain	17-01-2024	Change in designation to Managing Director
Mr. Steve A Pereira	17-01-2024	Appointed as Independent Director
Mr. Aditya Rungta	17-01-2024	Appointed as Independent Director

Management Organizational Structure

For Management Organizational Structure please refer to the chapter titled "Our Business" on page number 127 of this Draft Red Herring Prospectus.

CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our Company has constituted the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Initial Public Offer Committee

AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated January 12, 2024 pursuant to Section 177 of the Companies Act, 2013. As on the date of this Draft Red Herring Prospectus, the Audit Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Aditya Rungta	Chairman	Independent Director
Mr. Steve A Pereira	Member	Independent Director
Ms. Sanghamitra Borgohain	Member	Managing Director

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

The scope of Audit Committee shall include but shall not be restricted to the following:

1. Oversight the Company‘s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

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

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

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required being included in the Directors Responsibility Statement to be included in the Board‘s report in terms of clause (c) of sub-section 134 of the Companies Act, 2013. b. Changes, if any, in accounting policies and practices and reasons for the same. c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings. e. Compliance with listing and other legal requirements relating to financial statements. f. Disclosure of any related party transactions. g. Qualifications in the draft audit report.

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

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the 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. Review and monitor the auditor‘s independence and performance and effectiveness of the audit process.

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

9. Scrutiny of inter-corporate loans and investments.

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

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

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

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

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

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

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

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

19. 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.

20. Carrying out any other function as it mentioned in the terms of reference of the Audit Committee.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference b) To seek information from any employee c) To obtain outside legal or other professional advice d) To secure attendance of outsiders with relevant expertise if it considers necessary e) The audit committee may invite such of the executives as it considers appropriate (and particularly head of the finance function) to be present at the meetings of the committee, but on the occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of the internal audit committee.

The Audit Committee shall mandatorily review the following information:

1. Management Discussionand Analysis of financial condition and results of operations.

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

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

4. Internal audit reports relating to internal control weaknesses.

5. The 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 theaudit. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

The Audit Committee shall meet at least four times in a year and more than one hundred and twenty days shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there shall be minimum of two independent members present.

Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on January 12, 2024. As on the date of this Draft Red Herring Prospectus the Nomination and Remuneration Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Steve A Pereira	Chairman	Independent Director
Mr. Aditya Rungta	Member	Independent Director
Mr. Pradeep Sangwan	Member	Non Executive Non Independent Director

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

The role of the Nomination and Remuneration Committee includes, but not restricted to, the following:

1. Formulation of the criteria for determining qualification, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.

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

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

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria, laid down, and recommend to the Board of Directorstheir appointment and removal.

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

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

The Meetings of the Committee shall be held at such regular intervals as may be required. The quorum will be either two members or one third of the members of the Nomination and Remuneration Committee whichever is greater, including at least one independent director.

Any members of this committee may be removed or replaced any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on January 12, 2024. As on the date of this Draft Red Herring Prospectus the Stakeholders Relationship Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Aditya Rungta	Chairman	Independent Director
Mr. Steve A Pereira	Member	Independent Director
Mr. Pradeep Sangwan	Member	Non Executive Non Independent Director

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

This Committee supervises all grievances of Shareholders and Investors and its terms of reference include the following:

1. Allotment and listing of our shares in future

2. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;

4. Reference to statutory and regulatory authorities regarding investor grievances;

5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

6. And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

The stakeholders relationship is required to meet at least once in a year.

Any members of this committee may be removed or replaced at any time by the board, any member of this committee ceasing to be a director shall be ceased to be a member of this committee.

INITIAL PUBLIC OFFER COMMITTEE

The Initial Public Offer Committee has been formed by the Board of Directors, at the meeting held on January 17, 2024. As on the date of this Prospectus the Initial Public Offer Committee comprises of:

Name of the Director	Designation in the Committee	Nature of Directorship
Ms. Sanghamitra Borgohain	Chairman	Managing Directors
Mr. Anuj Kumar Poddar	Member	Whole Time Director
Mr. Pradeep Sangwan	Member	Non Executive Non Independent Director

The Company Secretary shall act as the secretary of the IPO Committee.

The terms of reference of the IPO Committee include the following:

1. Approving amendments to the memorandum of association and the articles of association of the Company;

2. Approving all actions required to dematerialize the Equity Shares, including seeking the admission of the Equity Shares into the Central Depository Services (India) Limited (the "CDSL") and the National Securities Depository Limited (the "NSDL");

3. Finalizing and arranging for the submission of this DRHP, the RHP, the Prospectus and any amendments, supplements, notices or corrigenda thereto, to appropriate government and regulatory authorities, institutions or bodies;

5. Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;

6. Approving suitable policies, including on insider trading, whistle blower/vigil mechanism, risk management and other corporate governance requirement that may be considered necessary by the Board or the IPO Committee or as may be required under Applicable Laws in connection with the Issue;

7. Deciding on the size and all other terms and conditions of the Issue and/or the number of Equity Shares to be offered in the Issue.

8. Opening bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad, in Rupees or in any other currency, in accordance with Applicable Laws;

9. Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing application to the Stock Exchange and taking all such actions as may be necessary in connection with obtaining such listing, including, without limitation, entering into the listing agreement with the Stock Exchanges;

10. Submitting undertaking/certificates or providing clarifications to the Stock Exchanges;

11. Determining the price band and minimum lot size for the purpose of bidding, any revision to the price band and the final Issue price after bid closure;

12. Determining the Bid/Issue opening and closing dates;

13. Executing and delivering any and all documents, papers or instruments and doing or causing to be done any and all acts, deeds, matters or things as the IPO Committee may deem necessary, desirable or expedient in order to carry out the purposes and intent of the foregoing resolutions or the Issue; and any documents so executed and delivered or acts, deeds, matters and things done or caused to be done by the IPO Committee shall be conclusive evidence of the authority of the IPO Committee in so doing.

Compliance with SME Listing Regulations

The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our Company immediately upon the listing of Equity Shares of our Company on Emerge Platform of NSE.

KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our Company. Below are the details of the Key Managerial Personnel of our Company:

Name :	Ms. Sanghamitra Borgohain
Designation :	Managing Director
Date of Appointment :	07-10-2019
Date of Appointment :	17-01-2024
(Managing Director)
Term of Office :	5 Years from 17-01-2024
Expiration of Term :	16-01-2029
Previous Employment :	Ms. Sanghamitra Borgohain served as Manager- Business Development,
	Administration Head / Business Development Head at Raj Group of Companies.
Overall Experience :	Ms. Sanghamitra Borgohain is a promoter and managing director of the company. She is a first-generation entrepreneur with a rich experience of more than 13 years in the civil construction industry. She has demonstrated exceptional leadership and strategic vision throughout her career. Ms.
	Borgohains expertise lies in overseeing complex construction projects and ensuring their successful completion within budget and on schedule. She has been associated with our company since 2019. She holds a degree of Bachelor of Arts in Political Science. She has been one of the guiding forces behind the growth and business strategy of our Company. Her wealth of experience, combined with her leadership acumen along with her commitment to excellence and ability to navigate the complexities of large-scale projects make her a sought-after professional in the field.
Remuneration paid : in F.Y. 2022-23)	Ms. Sanghamitra Borgohain was appointed as Managing Director on 17-01- 2024 therefore no remuneration has been received by him in the financial year 2022-23.
Name :	Mr. Anuj Kumar Poddar
Designation :	Whole Time Director
Date of Appointment :	17-01-2024
Term of Office :	5 Years from 12-01-2024
Expiration of Term :	16-01-2029
Previous Employment :	Mr. Anuj Kumar Poddar served as glass designer at Kamal/Surya glass factory situated at Makarpura, Vadodara.
Overall Experience :	Mr. Anuj Kumar Poddar is Whole Time Director of the company. Mr. Poddar
	completed B.A. (FINE) Painting MS University Vadodara in year 1993. He has rich experience of more than 25 years in the Glass Industry. He started his initial career as glass designer at Glasstones Mehtaab Engineering Vadodara.
	Also, he has been part of various workshops, exhibitions and group shows with diverse national and international participants
Remuneration paid :	Mr. Anuj Kumar Poddar was appointed as Whole Time Director on 17-01-
in F.Y. 2022-23)	2024 therefore no remuneration has been received by him in the financial year
	2022-23.
Name :	Mr. Anjani Goyal
Designation :	Chief Financial Officer (CFO)
Date of Appointment :	12-01-2024
Qualification :	Chartered Accountant
Previous Employment :	Worked as a Manager (Finance & Accounts) in Velocity Brand Server Private
	Limited
Overall Experience :	He is Chief Financial Officer of our company & has been appointed on 12-01-
	2024. He has vast experience of Finance, Accounts, Audits and Budgeting of
	more than 10 years.
Remuneration paid :	Anjani Goyal was appointed as CFO on 12-01-2024, therefore no
in F.Y. 2022-23)	remuneration has been received by him in the financial year 2022-23.
Name :	Mr. Ashish Goel
Designation :	Company Secretary & Compliance Officer
Date of Appointment :	12-01-2024
Qualification :	Company Secretary
Previous Employment :	Worked as Company Secretary in Crew B.O.S. Products Limited
Overall Experience :	He is Company Secretary & Compliance Officer of our company & has been
	appointed on 12-01-2024. He has vast experience of Company Law, SEBI
	Regulation, and Secretarial Standard of more than 11 years.
Remuneration paid :	Mr. Ashish Goel was appointed as Company Secretary & Compliance Officer
in F.Y. 2022-23)	on 12-01-2024, therefore no remuneration has been received by him in the
	financial year 2022-23.

Notes:

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

• There is no agreement or understanding with major shareholders, consumers, suppliers or others pursuantto which any of the above mentioned personnel was selected as a director or member of senior management.

• None of our Key Managerial Personnel has entered into any service contracts with our company and no benefits are granted upon their termination from employment other that statutory benefits provided by our Company. However, our Company has appointed certain Key Managerial Personnel for which our company has not executed any formal service contracts; although they are abide by their terms of appointments.

FAMILY RELATIONSHIP BETWEEN KMP

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

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

Our Company does not have any bonus and / or profit-sharing plan for the key managerial personnel.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL

None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL

Except the following, none of our Key Managerial Personnel is holding any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus:

S. No	Name of the KMP	Designation	No. of Equity Shares held	% of paid-up capital	pre-issue Share
1.	Ms. Sanghamitra Borgohain	Managing Director	1,62,416	1.73%
2.	Mr. Anjani Goyal	Chief Financial Officers	08	0.00%

INTEREST OF KEY MANAGERIAL PERSONNEL

None of our key managerial personnel have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to our Company as per the terms of their appointment and reimbursement of expenses incurred by them during the ordinary course of business.

CHANGES IN OUR COMPANYS KEY MANAGERIAL PERSONNEL DURING THE LAST THREE YEARS

Following have been the changes in the Key Managerial Personnel (KMP) during the last three years:

Sr. No.	Name of KMP	Date of Event	Reason for Change
1.	Mr. Anuj Kumar Poddar	17-01-2024	Change in designation to Whole Time
			Director
2.	Ms. Sanghamitra Borgohain	17-01-2024	Appointed as Managing Director
3.	Mr. Anjani Goyal	12-01-2024	Appointed as Chief Financial Officers
4.	Mr. Ashish Goel	12-01-2024	Appointed as Company Secretary and
			Compliance Officer

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

SCHEME OF EMPLOYEE STOCK OPTIONS OR EMPLOYEE STOCK PURCHASE

Our Company does not have any Employee Stock Option Scheme or other similar scheme giving options in our Equity Shares to our employees.

LOANS TO KEY MANAGERIAL PERSONNEL

Except as provided in restated financial statement in the chapter "Financial Information" beginning on page no 204 of the Draft Red Herring prospectus, there are no loans outstanding against the key managerial personnel as on the date of this Draft Red Herring Prospectus.

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

Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary course of business, and the transactions as enumerated in the chapter titled "Financial Information" and the chapter titled "Our Business" beginning on pages 204 and 127 respectively of this Draft Red Herring Prospectus, we have not paid/given any benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft Red Herring Prospectus.

RETIREMENT BENEFITS

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

OUR PROMOTERS

The Promoters of our Company are:

S. No.	Name	Category	No. of Shares
1.	M/s Terramaya Enterprises private limited	Corporate Promoter	79,39,408
2.	Ms. Sanghamitra Borgohain	Individual	1,62,416

For details of the build-up of our promoters shareholding in our Company, see section titled "Capital Structure" beginning on page 62 of this Draft Red Herring Prospectus.

Brief profile of our Corporate Promoter is as under:

S. No.	"Terramaya Enterprises Private Limited" was incorporated as Private Company under the Companies Act, 2013 with Registrar of Companies, Delhi & Haryana vide Certificate of Incorporation dated September 24, 2020, bearing Corporate Identity
	Number U74994HR2020PTC089637.
Name	Terramaya Enterprises private limited
CIN	U74994HR2020PTC089637
Registered Office	B-302, Pioneer Urban Square Sector 62, Gurgaon, Haryana, India, 122002
Present Business Activities	Engaged in the business of Management consultant and advisors and to provide management services in all forms and aspects of trade and industry, including Problem Solving, Team building, Corporate Management, Human Resource management, recruitment of managerial personnel, marketing and other related services.
No. of Equity Shares & % Of Shareholding (Pre-Offer)	79,39,408 Equity Shares (93.95% of the pre- issue equity share capital of the company)

Board of Directors:

The Board of Directors of Our Corporate Promoter as on the date of this Draft Red Herring Prospectus are as follows:

S.No.	Name of the Director	Designation
1.	Sonam Gupta	Director
2.	Sanghamitra Borgohain	Director

Shareholding Pattern:

The Shareholding Pattern of our Corporate Promoter as on the date of this Draft Red Herring Prospectus:

S.No.	Shareholders Name	Number of Shares held	% of Shareholding
1.	Sanghamitra Borgohain	5,100	51.00%
2.	Sandalwood Holding Trust	4,900	49.00%
Total		10,000	100.00%

For details pertaining to other ventures of our Promoters, refer to the chapter titled "Our Group Entities" beginning on page no. 197 of this Draft Red Herring Prospectus.

Brief Profile of Our Individual Promoters is as under:

	Ms. Sanghamitra Borgohain is a promoter and managing director of the company. She is a first-generation entrepreneur with a rich experience of more than 13 years in the civil construction industry. She has demonstrated exceptional leadership and strategic vision throughout her career. Ms. Borgohains expertise lies in overseeing complex construction projects and ensuring their successful completion within budget and on schedule. She has been associated with our company since 2019. She holds a degree of Bachelor of Arts in Political Science. She has been one of the guiding forces behind the growth and business strategy of our Company. Her wealth of experience, combined with her leadership acumen along with her commitment to excellence and ability to navigate the complexities of large-scale projects make her a sought-after professional in the field.
Name	Ms. Sanghamitra Borgohain
Age	40 Years
Date of Birth	01-09-1983
Address	Amber-070, Ground Floor, Emerald Hills, Sector-65, Gurgaon, Haryana - 122001
Occupation	Business
Experience	20 Years
No. of Equity Shares & %	1,62,416 Equity Shares (1.73% of the Pre -issue shareholding)
Of Shareholding (Pre-Offer)
Directorship &	Indian Private Companies:
Other Ventures	1. Inacces Geotechnical Solutions Private Limited
	2. Terramaya Enterprises Private Limited
	3. Tribar Enterprises Private Limited
	Indian Public Companies:
	NIL
	Section 8 Companies:
	NIL
	Indian LLPs:
	1. Aamya Resources LLP

Relationship of Promoters with our Directors

Our individual Promoter is a part of our board of directors as Managing Director. None of our Promoter(s) are related to any of our Companys Directors within the meaning of Section 2 (77) of the Companies Act, 2013.

OTHER UNDERTAKINGS AND CONFIRMATIONS

Our Company undertakes that the details of Permanent Account Number, Bank Account Number, Aadhar and Passport Number of the Promoters will be submitted to the Emerge Platform of NSE, where the securities of our Company are proposed to be listed at the time of submission of Draft Red Herring Prospectus.

Our Promoters have confirmed that they have not been identified as wilful defaulters.

No violations of securities laws have been committed by our Promoters in the past or are currently pending against them. None of our Promoters are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under any order or directions passed forany reasons by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any stock exchange in India or abroad.

INTEREST OF PROMOTERS

Interest in promotion of Our Company

Our Promoters are interested in the promotion of our Company in their capacity as a shareholder of our Company and having significant control over the management and influencing policy decisions of our Company.

Interest in the property of Our Company

The Registered Office of the company situated at Plot 140, Khasra No. 249, Mangla Puri, Gadaipur, South-West Delhi, New Delhi- 110030, India which is not owned by the company and under a lease agreement. Hence, none of our promoters is interested in the property of our company.

Furthermore, our promoters have no interest in any property acquired by our Company neither in the preceding two years from the date of this Draft Red Herring Prospectus nor in the property proposed to be acquired by our Company as on the date of filing of this Draft Red Herring Prospectus. Our Promoters also do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company.

Interest as member of Our Company

Our Promoters hold 81,01,824 Equity Shares aggregating to 86.13% of pre-issue Equity Share Capital in our Company and are therefore interested to the extent of their respective shareholding and the dividend declared, if any, by our Company. Except to the extent of their respective shareholding in our Company and benefits provided to Mr. Sanghamitra Borgohain given in the chapter titled ?Our Management beginning on page number 173 of this Draft Red Herring Prospectus, our Promoters hold no other interest in our Company.

Interest as Director of our Company

Except as stated in the "Related Party Transactions" in the chapter financial statement as restated on page number 204 of the Draft Red Herring Prospectus, our Promoters / Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of the Companies Act and in terms of our AOA.

Other Ventures of our Promoters

Save and except as disclosed in the chapters titled "Our Group Entities" beginning on page 197 of the Draft Red Herring Prospectus, there are no other ventures of our Promoters in which they have business interests/other interests.

Change in the control of Our Company

Our Current Promoters are not the original promoters of our Company. The business has been acquired through the Share sale and purchase agreement entered between M/s Wextra Private Limited (Seller or Transferor) and M/s Terramaya Enterprises private Limited (Buyer or Transferee) dated October 02, 2020. For details regarding the shareholding of our corporate promoters, please refer to chapter titled "Our Promoters" of this Draft Red Herring Prospectus.

Litigation involving our Promoters.

For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled

" Outstanding Litigation and Material Developments" beginning on page 285 of this Draft Red Herring Prospectus.

Payment of benefits to our Promoters and Promoter Group during the last two years

Save and except as disclosed under "Statement of Related Party Transactions", as Restated appearing in chapter "Financial Information" beginning on page number 204 of the Draft Red Herring Prospectus, there has been no Payment or benefit to promoters during the two (2) years preceding the date of filing of this Draft Red Herring Prospectus, nor is there any intention to pay or give any benefit to ourPromoters as on the date of this Draft Red Herring Prospectus.

Other Confirmations

As on the date of this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group have not been prohibited by SEBI or any other regulatory or governmental authority from accessing capital markets for any reasons. Further, our Promoters were not and are not promoters or persons in control of any other company that is or has been debarred from accessing the capital markets under any order or direction made by SEBI or any other authority. There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority against our Promoters during the last five (5) years preceding the date of this Draft Red Herring Prospectus, except as disclosed under chapter titled "Outstanding Litigation and Material Developments" beginning on page 285 of this Draft Red Herring Prospectus.

Our Promoters and members of our Promoter Group have neither been declared as a wilful defaulters nor as a fugitive economic offender as defined under the SEBI (ICDR) Regulations, and there are no violations of securities laws committed by our Promoters in the past and no proceedings for violation of securities laws are pending against our Promoters.

Guarantees

Except as stated in the section titled "Financial Statements" beginning on page 204 of this Draft Red Herring Prospectus, 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.

Related Party Transactions

For details of related party transactions entered into by our Company, please refer to "Statement of Related Party Transactions", as Restated appearing in the section titled "Financial Statements" beginning on page 204 of the Draft Red Herring Prospectus.

Information of our group companies

For details related to our group companies please refer "Our Group Entities" on page no. 197 of this Draft Red Herring Prospectus.