AWFIS Space Solutions Ltd

OUR MANAGEMENT

Board of Directors

The Articles of Association require that our Board shall comprise not less than three Directors and not more than

15 Directors, provided that our Shareholders may appoint more than fifteen Directors after passing a special resolution in a general meeting. As on the date of filing this Draft Red Herring Prospectus, we have six Directors on our Board, of whom one is an Executive Director, two are Non-Executive Directors and three are Independent Directors including one woman Independent Director. 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 following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:

Amit Ramani is the Chairman and Managing Director on the Board of our Company. He holds a bachelor's degree in architecture from School of Planning and Architecture, New Delhi, a master's degree in architecture from Kansas State University, USA and a master's degree in science from Cornell University, USA. He has approximately 20 years of experience in the field of real estate and workplace solutions. He was previously associated with Nelson Planning and Designs Private Limited as the promoter and managing director. He has also worked with Nelson Worldwide, LLC, in his capacity as a senior vice president, and Hellmuth, Obata + Kassabaum, Inc. (HOK), New York, in his capacity as a consultant. He has been recognised by The Economic Times most promising business leaders of Asia 2019-2020, for demonstrating exemplary leadership qualities. He has also been recognised as one of the top 100 great people managers in the country, as part of the great people manager study 2023.

Bhagwan Kewal Ramani is a Non-Executive Director on the Board of our Company. He holds a bachelor's degree in mechanical engineering from Lukhdhirji Engineering College, Gujarat University, Ahmedabad, Gujarat. He has 37 years of experience in the central power engineering group ‘A' service and served as the gazetted class-I central government officer under the Central Electricity Authority, Ministry of Power, Government of India.

Arjun Bhartia is a Non-Executive Director on the Board of our Company. He holds a bachelor's degree in arts from Brown University, USA. He has seven years of experience in managerial positions. He is currently serving as the promoter and director of Jubilant Consumer Private Limited and the promoter and managing director on the board of directors of Jubilant Pharmova Limited. He has previously served as an associate consultant with Bain & Company India Private Limited.

Anil Parashar is an Independent Director on the Board of our Company. He is an associate member of the Institute of Chartered Accountants of India. He has over 27 years of experience in the financial sector. He is currently the whole-time director of InterGlobe Technology Quotient Private Limited. He has previously served as the group chief financial officer with InterGlobe Enterprises Private Limited. He has been inducted as a member to the CFO India Hall of Fame in recognition of an exemplary career and a lifetime of contribution to the world of finance.

Radhika Jaykrishna is an Independent Director on the Board of our Company. She holds a bachelor's degree in commerce from H.L. Commerce College, Gujarat University, Ahmedabad, Gujarat and she has passed the final examination held by the Institute of Cost Accountants of India. She has eight years of experience in managerial roles, investment portfolios management and real estate sectors. She currently serves as the director at Rex-Tone Industries Limited and Rex-Tone Digital Private Limited. She is the principal officer at Hunter Wealth Management LLP and the partner at Pluto Associates LLP.

Sanjay Shah is an Independent Director on the Board of our Company. He holds a bachelor's degree in technology

(B.Tech) in aeronautical engineering from Indian Institute of Technology Bombay (IIT), Mumbai, Maharashtra, and a master's degree in science (M.S.) with a major in computer science and applications from Virginia Polytechnic Institute and State University, USA. He has over 18 years of experience in computer engineering, software and logistics sectors. He is currently serving as the chief operating officer India / South-East Asia with National Entrepreneurship Network. He has previously served as the founder and chief technology officer with Instavans

Logistics Private Limited, the co-founder and a director of Zapty Software Private Limited, the managing director of Aveva Solutions India LLP and the managing director of Asia sales with Net Right Technologies Private Limited.

None of our Directors is or was a director of any listed company, whose shares have been or were suspended from being traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus, during the term of their directorship in such company.

Except as mentioned below, 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 term of their directorship in such company:

Relationships between our Directors and the Key Managerial Personnel or Senior Management

Except for Amit Ramani and Bhagwan Kewal Ramani, being son and father, respectively, none of our Directors are related to each other or to any of our Key Managerial Personnel or Senior Management.

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

Service contracts with Directors

Our Company has not entered into any service contracts with our Directors which provide for benefits upon the termination of their employment.

Borrowing Powers

In accordance with our Articles of Association, the applicable provisions of the Companies Act, and pursuant to a resolution passed by our Board in its meeting held on December 8, 2023, and a resolution passed by our Shareholders at their extra ordinary general meeting held on December 11, 2023, our Board is authorised to borrow, from time to time, any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers) exceeding the aggregate of the paid-up share capital, free reserves and securities premium provided that the total amount so borrowed by the Board shall not at any time exceed 3,000.00 million or the aggregate of the paid-up share capital, free reserves and securities premium of the Company or as may be specified in the applicable provisions of law, whichever is higher.

Amit Ramani was appointed as the Managing Director of our Company pursuant to a resolution passed by our Shareholders at their extraordinary general meeting held on June 16, 2015, and he was re-appointed as the Managing Director for a period of five years with effect from July 16, 2019, pursuant to a resolution passed by our Board of Directors at their meeting held on July 16, 2019 and a resolution passed by our Shareholders at their extraordinary general meeting held on July 16, 2019. Further, he was also appointed as the Chairman of the Company to preside at all the meetings of the Board of Directors and all the general meetings of the members of the Company pursuant to a resolution passed by our Board of Directors at their meeting held on November 22, 2023. Subsequently, his remaining term as the Managing Director of our Company upto July 15, 2024, was ratified pursuant to a resolution passed by our Board of Directors at their meeting held on December 8, 2023, and a resolution passed by our Shareholders at their extraordinary general meeting held on December 11, 2023. He receives remuneration from our Company in accordance with a resolution passed by our Board of Directors at their meeting held on December 8, 2023, and a resolution passed by our Shareholders at their extraordinary general meeting held on December 11, 2023, and on such terms and remuneration as provided in the increment letter dated December 11, 2023 entered into by our Company with him.

The details of the remuneration that Amit Ramani is entitled to and the other terms of his employment are enumerated below:

1. Base compensation: 20.00 million per annum with effect from April 1, 2023.

2. An increment of 3.00 million shall be applicable with effect from July 1, 2023, to March 31, 2024.

3. Perquisites / Exgratia amounting to 7.5 million shall be effective from July 1, 2023, to March 31,

2024.

4. Annual Bonus: Cumulative 40.00 million, milestone based, as below: a. 20.00 million: payable on achieving 5,000.00 million revenue milestone. b. 20.00 million: payable on achieving 90% of annual operating plan for the financial year 2023-24 revenue target.

5. Additional incentive: 50.00 million cash bonus which is contingent on the IPO listing of our Company.

Pursuant to a resolution passed by our Board of Directors dated December 8, 2023, our Independent Directors are entitled to receive sitting fees of 0.05 million and 0.02 million for attending each meeting of our Board and the committees constituted by our Board, respectively. Further, our Independent Directors may be paid commission and reimbursement of expenses as permitted under the Companies Act and the SEBI Listing Regulations. Further, our Non-Executive Directors are not entitled to any sitting fees and commission.

Except as disclosed above, our Company has not entered into any contract appointing or fixing the remuneration of a Director, Whole-time Director, or manager in the two years preceding the date of this Draft Red Herring Prospectus.

Payments or benefits to our Directors

The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and perquisites, professional fee, consultancy fee, if any) paid to our Executive Director for the Fiscal 2023:

The table below sets forth the details of the remuneration (including sitting fees and commission) paid to our Non-Executive Directors or our Independent Directors for the Fiscal 2023:

Anil Parashar, Radhika Jaykrishna and Sanjay Shah who are our Independent Directors were appointed in the Financial Year 2024. Accordingly, no remuneration was paid to them in the Financial Year 2023.

No remuneration has been paid to our Directors by our Subsidiary in Fiscal 2023.

Contingent and deferred compensation payable to the Directors

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to the Directors, which does not form part of their remuneration.

Except as set out in " Terms of appointment of our Directors" on page 240, our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have participated.

The table below sets forth details of Equity Shares held by the Directors as on date of this Draft Red Herring Prospectus:

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

All our Directors may be deemed to be interested to the extent of fees and commission, if any, payable to them for attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration, commission and reimbursement of expenses, if any, payable to them by our Company. Amit Ramani may be deemed to be interested to the extent of remuneration paid to him for services rendered as officer of our Company. For further details, see "Summary of the Offer Document Summary of Related Party Transactions" on page 32.

Our Directors may also be regarded as interested to the extent of the Equity Shares, if any, held by them and to the extent of any dividend payable to them and other distributions in respect of these Equity Shares. For further details regarding the shareholding of our Directors, see " Shareholding of Directors in our Company" on page 241.

Further, our Directors are also directors on the boards, or are shareholders, of entities with which our Company has had related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to these entities. For further details, see "Summary of the Offer Document Summary of Related Party Transactions" on page 32.

There is no material existing or anticipated transaction whereby our Directors will receive any portion of the proceeds from the Offer.

As on the date of this Draft Red Herring Prospectus, except for Amit Ramani, who is the Promoter of our Company, none of our other Directors are interested in the promotion of our Company. For further details, see "Our Promoters and Promoter Group" on page 257.

Our Directors do not have any interest in any property acquired or proposed to be acquired by our Company.

Further, our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus.

As on the date of this Draft Red Herring Prospectus, no loans have been availed by our Directors from our Company.

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce such Director to become or to help such Director qualify as a Director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company.

Except as mentioned below, there have been no changes in our Directors in the last three years:

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable requirements for corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those pertaining to the constitution of the Board and committees thereof.

As on the date of filing this Draft Red Herring Prospectus, we have six Directors on our Board, of whom one is an Executive Director, two are Non-Executive Directors and three are Independent Directors including one woman Independent Director.

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

(a) Audit Committee

(b) Nomination and Remuneration Committee (c) Stakeholders' Relationship Committee (d) Corporate Social Responsibility Committee (e) Risk Management Committee

For purposes of the Offer, our Board has also constituted an IPO Committee.

The Audit Committee was constituted by our Board through its resolution dated December 13, 2023. It is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The current constitution of the Audit committee is as follows:

The members of the Audit Committee are:

The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:

The Audit Committee shall have powers, including the following:

(1) to investigate any activity within its terms of reference; (2) to seek information from any employee of the Company; (3) to obtain outside legal or other professional advice;

(4) to secure attendance of outsiders with relevant expertise, if it considers necessary and to seek their advice, whenever required; and (5) such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

The role of the Audit Committee shall include the following:

(1) oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;

(2) recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors, including the internal auditor, cost auditor and statutory auditor of the Company and the fixation of the audit fee;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) formulation of a policy on related party transactions, which shall include materiality of related party transactions;

(5) reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

(6) examining and reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions; and g. Modified opinion(s) in the draft audit report.

(7) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

(8) 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 utilisation of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board of directors of the Company the Board of Directors to take up steps in this matter;

(9) reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

(10) approval of any subsequent modification of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company, subject to the conditions as may be prescribed under SEBI Listing Regulations. Provided that only those members of the committee, who are independent directors, shall approve related party transactions;

(11) review, at least on a quarterly basis, the details of related party transaction entered into by the Company pursuant to each of the omnibus approvals given;

(12) approval of related party transactions to which the subsidiary of the Company is a party;

(13) scrutiny of inter-corporate loans and investments;

(14) valuation of undertakings or assets of the Company, and appointing a registered valuer in terms of Section 247 of the Companies Act, wherever it is necessary;

(15) evaluation of internal financial controls and risk management systems;

(16) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(17) 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;

(18) discussion with internal auditors of any significant findings and follow up there on;

(19) 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;

(20) 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;

(21) recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services;

(22) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(23) reviewing the functioning of the whistle blower mechanism;

(24) monitoring the end use of funds raised through public offers and related matters;

(25) overseeing the vigil mechanism established by the Company, with the chairperson of the Audit Committee directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine concerns in appropriate and exceptional cases;

(26) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

(27) reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as on the date of coming into force of this provision;

(28) to formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit Committee from time to time;

(29) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders;

(30) approving the key performance indicators for disclosure in its offering documents;

(31) reviewing compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively;

(32) carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing Regulations, Companies Act, 2013, uniform listing agreements and/or any other applicable law, as and when amended from time to time; and

(33) To make available its terms of reference and review periodically those terms of reference and its own effectiveness and recommend any necessary changes to the Board.

(34) Such other matters as may be prescribed under the applicable laws from time to time.

(35) The aforesaid shall be governed by the applicable provisions/limits/threshold provided in SEBI Listing Regulations, Companies Act, 2013, as amended from time to time.

The Company Secretary of our Company shall serve as the secretary of the Audit Committee. The Audit Committee is required to meet at least four times in a year under Regulation 18(2)(a) of the SEBI Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the members of the Audit Committee, whichever is greater, with at least two independent directors.

The Nomination and Remuneration committee was constituted by our Board through its resolution dated December 13, 2023. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The current constitution of the Nomination and Remuneration committee is as follows:

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as follows:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors of the Company (the "Board" or "Board of Directors") a policy relating to the remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy").

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully; (ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

(2) For every appointment of an independent director, evaluating the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, preparing a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and Remuneration Committee may: (a) use the services of an external agencies, if required; (b) consider candidates from a wide range of backgrounds, having due regard to diversity; and (c) consider the time commitments of the candidates;

(3) Formulation of criteria for evaluation of independent directors and the Board;

(4) Devising a policy on Board diversity;

(5) 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 their appointment and removal and carrying out evaluation of every director's performance (including independent director);

(6) Analysing, monitoring and reviewing various human resource and compensation matters;

(7) Deciding 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;

(8) Determining the Company's policy on specific remuneration packages for executive directors including pension rights and any compensation payment, and determining remuneration packages of such directors;

(9) Recommending to the board, all remuneration, in whatever form, payable to non-executive directors and the senior management, as may be deemed necessary;

(10) Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or any other applicable law, as and when amended from time to time;

(11) Reviewing and approving the Company's compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

(12) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, if applicable;

(13) Construing and interpreting the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan ("ESOP Scheme") and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme;

(14) Administering the ESOP Scheme including the following:

i. Determining the eligibility of employees to participate under the ESOP Scheme

ii. Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate iii. Date of grant iv. Determining the exercise price of the option under the ESOP Scheme v. The conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct vi. The exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period vii. The specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee viii. The right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period ix. Re-pricing of the options which are not exercised, whether or not they have been vested if stock option rendered unattractive due to fall in the market price of the equity shares x. The grant, vest and exercise of option in case of employees who are on long leave xi. Allow exercise of unvested options on such terms and conditions as it may deem fit xii. The procedure for cashless exercise of options xiii. Forfeiture/ cancellation of options granted xiv. Formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration:

the number and the price of stock option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action; for this purpose, global best practices in this area may be considered; and the vesting period and the life of the option shall be left unaltered as far as possible to protect the rights of the employee who is granted such option.

(15) Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and (b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable; (c) SEBI Listing Regulations by the Company and its employees, as applicable.

(16) Specifying the manner for effective evaluation of performance of the Board and independent directors to be carried out by the Nomination and Remuneration Committee; and

(17) Perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable law or regulatory authority.

The Nomination and Remuneration Committee is required to meet at least once in a year under Regulation 19(3A) of the SEBI Listing Regulations.

The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members of the committee, whichever is greater, including at least one independent director.

The Stakeholders' Relationship Committee was constituted by our Board through its resolution dated December 8, 2023. The Stakeholders' Relationship Committee is in compliance with Section 178 of the Companies Act and

Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders' Relationship Committee is as follows:

The scope and function of the Stakeholders' Relationship Committee is in accordance with Regulation 20 of the SEBI Listing Regulations. Its terms of reference are as follows:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, non-receipt of annual report or balance sheet, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal of various requests received from shareholders;

(2) Review of measures taken for effective exercise of voting rights by shareholders;

(3) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

(4) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;

(5) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

(6) To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to the Committee by the Board of Directors from time to time;

(7) To approve requests for transfer, transposition, deletion, consolidation, sub-division, change of name, dematerialization, rematerialisation etc. of shares, debentures and other securities;

(8) To monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures and other securities of the Company;

(9) To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s) or agent(s);

(10) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority; and

(11) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.

The Stakeholders' Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of the SEBI Listing Regulations.

The Corporate Social ResponsibilityCommittee was constituted by our Board through its resolution dated December 8, 2023. The current constitution of the Corporate Social Responsibility Committee is as follows:

The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of the Companies Act, 2013. Its terms of reference are as follows:

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

(b) identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

(c) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and the distribution of the same to various corporate social responsibility programs undertaken by the Company. The amount spent pursuant to the corporate social responsibility policy of the Company shall be as prescribed under the applicable law from time to time or as may be approved by the Board of Directors;

(d) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;

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

(f) The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan in pursuance of its corporate social responsibility policy, which shall include the following:

(i) the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act;

(ii) the manner of execution of such projects or programmes as specified in the rules notified under the Companies Act;

(iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes; (iv) monitoring and reporting mechanism for the projects or programmes; and (v) details of need and impact assessment, if any, for the projects undertaken by the Company,

(g) to take note of the compliances made by implementing agency (if any) appointed for the corporate social responsibility of the Company;

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

(i) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.

The Risk Management Committee was constituted by our Board through its resolution dated December 8, 2023. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations. The current constitution of the Risk Management Committee is as follows:

The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee shall be responsible for, among other things, the following:

(1) To formulate a detailed risk management policy which shall include:

(a) A framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Risk Management Committee.

(b) Measures for risk mitigation including systems and processes for internal control of identified risks.

(c) Business continuity plan.

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

(3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

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

(5) To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;

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

(7) The Risk Management committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors;

(8) Laying down risk assessment and minimization procedures and the procedures to inform Board of the same;

(9) Framing, implementing, reviewing and monitoring the risk management plan for the Company and such other functions, including cyber security, as may be delegated by the Board

(10) The Risk Management committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary; and

(11) Perform such other activities as may be delegated by the Board or specified / provided under the SEBI Listing Regulations, as amended or under any other applicable law or by any regulatory authority.

The Risk Management Committee is required to meet at least twice in a year under Regulation 21(3A) of the SEBI Listing Regulations.

In addition to Amit Ramani, the Chairman and Managing Director of our Company, whose details are provided in

" Brief profiles of our Directors" on page 238, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth below:

Ravi Dugar is the Chief Financial Officer of our Company. He has been associated with our Company since December 9, 2022. In our Company, he is responsible for preparing and reviewing budgets and financial statements financial planning and providing strategic directions. Further, he drives the fund-raising activity along with the stakeholder management and the audit management in our Company. He is an associate member of the Institute of Chartered Accountants of India. He has 20 years of experience in finance. Before his association with our Company, he served as the chief financial officer finance and accounts with Livguard Energy Technologies Private Limited, the vice president in the finance head fr-international with Bharti Airtel Limited, the vice president finance department with S Mobile Devices Limited, the general manager finance (head - business planning and analysis) with Lava International Limited, and the assistant vice president finance operations with HSBC Electronic Data Processing India Private Limited. The short-term employee benefits (compensation) paid to him in Fiscal 2023 was

2.90 million. This excludes provision for gratuity and compensated absences as these are determined on the basis of actuarial valuation for the Company as a whole.

Amit Kumar is the Company Secretary and Compliance Officer of our Company. He has been associated with our

Company since April 5, 2018. In our Company, he is responsible for the investor and other stakeholders' relationships. He holds a bachelor's degree in arts from Maharshi Dayanand University, Rohtak, Haryana and a master's degree in business administration from Guru Jambeshwar University of Science & Technology, Hisar,

Haryana and is an associate member of the Institute of Company Secretaries of India. He has 10 years of experience in the legal and secretarial functions. Before his association with our Company, he served as the deputy manager legal and secretarial with Rhea Retail Private Limited, the deputy manager (secretarial and legal) with Great Eastern Energy Corporation Limited, the assistant manager (legal and secretarial) with Inox Wind Limited and the executive secretarial with Unitech Limited. The short-term employee benefits (compensation) paid to him in Fiscal 2023 was 2.11 million. This excludes provision for gratuity and compensated absences as these are determined on the basis of actuarial valuation for the Company as a whole.

In addition to the Executive Director of our Company and the Key Managerial Personnel, whose details are provided in " Brief profiles of our Directors" and " Key Managerial Personnel" on pages 238 and 252, respectively, the details of our Senior Management, as on the date of this Draft Red Herring Prospectus, are as set forth below:

Sumit Lakhani is the deputy chief executive officer of our Company. He has been associated with our Company since May 27, 2015. In our Company, he is responsible for sales, marketing, investor relations, strategy and new initiatives, organizational P&L management and revenue growth. He holds a bachelor's degree in technology

(computer science and engineering) from Bharati Vidyapeeth's College of Engineering, Guru Gobind Singh Indraprastha University, Delhi and a post graduate diploma in management (finance) from S.P. Jain Center of Management, Dubai/Singapore. He has 17 years of experience in the marketing, sustainable investment banking and engineering sectors. Before his association with our Company, he has previously served as the vice president sustainable investment banking business advisory and sustainable responsible investing with YES Bank, software engineer with TESCO Hindustan Service Centre Private Limited and an associate with ST Asset Management Limited. The short-term employee benefits (compensation) paid to him in Fiscal 2023 was 19.34 million. This excludes provision for gratuity and compensated absences as these are determined on the basis of actuarial valuation for the Company as a whole.

Deepayan Sen is the head of real estate and leasing department of our Company. He has been associated with our Company since July 16, 2015 and he is responsible for forecast, understand, evaluate and build the supply strategy for business growth and opportunity. He holds a certificate of business professional programmer from Department of Electronics and Accreditation of Computer Class (DOEACC) Society and he has cleared intermediate examination of the Institute of Costs and Works Accountants of India. He has 16 years of experience in the real estate sector. Before his association with our Company, he has previously served as the national lead RE and LP in real estate and projects department with Staples Future Office Products Limited, the manager of development and expansion department with METRO Cash & Carry India Private Limited, the deputy manager with Pantaloon Retail (India) Limited and the assistant manager (business development) with Radhakrishna Consumer Services Private Limited. The short-term employee benefits (compensation) paid to him in Fiscal 2023 was 7.92 million. This excludes provision for gratuity and compensated absences as these are determined on the basis of actuarial valuation for the Company as a whole.

Manu Dhir is the chief operating officer of our Company. He has been associated with our Company since February 16, 2015. In our Company, he is responsible for supervising our daily business operations, leading key initiatives and implementing Company-wide strategies. He holds a diploma in hotel management from National Council for Hotel Management and Catering Technology, New Delhi, Delhi, a professional certificate in food and beverage management from College of Management and Tourism Studies, Lucknow, Uttar Pradesh and a certificate from the Federation of Hotel and Restaurant Associations of India for participating in their professional development programme (finance for non-finance managers). He has 25 years of experience in the hospitality, restaurants and beverage sector. Before his association with our Company, he has previously served as the chief operating officer with SilverMaple Healthcare Services Private Limited, the president operations with Satyam Cineplexes Limited, the chief operating officer with EWDL Food & Beverages Private Limited, the head operations CM brands with Citymax Hospitality India Private Limited (a part of Landmark Group), the general manager with Mars Restaurants and Sky Gourmet Catering Private Limited, and the operations manager with Oberoi Flight Services, Delhi. The short-term employee benefits (compensation) paid to him in Fiscal 2023 was 7.99 million. This excludes provision for gratuity and compensated absences as these are determined on the basis of actuarial valuation for the Company as a whole.

Except as specified in " Relationships between our Directors and Key Managerial Personnel or Senior

Management", none of our Key Managerial Personnel or the Senior Management are related to each other or to the Directors of our Company.

None of our Key Managerial Personnel or our Senior Management have been appointed pursuant to any arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.

Except as mentioned below, and as specified in " Changes to our Board in the last three years" on page 242, there have been no changes in the Key Managerial Personnel or Senior Management during the preceding three years:

The rate of attrition of our Key Managerial Personnel and our Senior Management is not high in comparison to the industry in which we operate.

As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel and Senior Management are permanent employees of our Company.

Other than statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including our Directors, our Key Managerial Personnel or Senior Management is entitled to any benefits upon termination of employment, including under any service contract with our Company. Further, other than the respective employment agreements/appointment letters entered into by our Key Managerial Personnel or Senior Management with our Company or our Subsidiary, as the case may be, none of our Directors, Key Managerial Personnel or Senior Management have entered into a service contract/appointment letter with our Company or our Subsidiary pursuant to which they are entitled to such statutory benefits upon termination of their employment in our Company.

Except as disclosed below, none of our other Key Managerial Personnel and the Senior Management hold any Equity Shares in our Company:

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which accrued to our Key Managerial Personnel for Fiscal 2023, which does not form part of their remuneration for such period.

Except as mentioned below and set out in " Terms of appointment of our Directors" on page 240, our Company does not have any performance linked bonus or a profit-sharing plan in which our Key Managerial Personnel and the Senior Management participate. Our Company makes bonus payments to our Key Managerial Personnel or the Senior Management, in accordance with their terms of appointment:

1. Pursuant to a resolution passed by our Board of Directors at their meeting held on October 31, 2022, Sumit Lakhani is eligible to receive employee stock options equivalent to 0.15% of the prevailing share capital of our Company, on fully diluted basis, on April 1, 2024, and April 1, 2025, at a strike price of 90 per employee stock option after driving annual revenue and contribution margin AOP targets. If the achieved numbers are below 75% of the targeted annual number, then there shall be no employee stock option pay-out and if achieved numbers are 10% or higher than the targeted number then 110% or higher of the proportionate equity (corresponding to that year) to be granted.

2. Pursuant to the resolution passed by the Board of Directors of our Company in their meeting held on December 8, 2023, total of 125,000 and 75,000 employee stock options were granted to Sumit Lakhani and Deepayan Sen respectively at a strike price of 273.10 per employee stock options and vesting of such employee stock options are subject to the receipt of listing and trading approvals by our Company from the Stock Exchanges pursuant to the IPO.

3. Pursuant to the increment letter dated December 11, 2023, Sumit Lakhani shall receive a one-time cash bonus of 15.00 million, which is contingent on the IPO listing of our Company.

For further details of the interest of our Executive Director in our Company, see "Our Management Interest of Directors" on page 242.

Our Key Managerial Personnel and the Senior Management are interested in our Company to the extent of the remuneration (including any variable pay or sales-linked incentives), or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. For further details, see "Summary of the Offer Document Summary of Related Party Transactions" on page 32.

Our Key Managerial Personnel and the Senior Management may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of Equity Shares held by them in our Company and any share-based employee benefit receivable by them.

Our Key Managerial Personnel and Senior Management may be interested to the extent of employee stock options that may be granted to them from time to time under the EDSOP 2015 and other employee stock option schemes that may be formulated by our Company from time to time. For further details, see "Capital Structure ESOP Schemes Employee and Director Stock Option Plan 2015" on page 106.

None of our Key Managerial Personnel or Senior Management have been paid any consideration of any nature from our Company, other than their remuneration.

Except as disclosed below, there are no other loans and advances which have been made by the Company to any of its Key Managerial Personnel or Senior Management, or person/entity related to them:

For details about the EDSOP 2015 Scheme, see "Capital Structure ESOP Schemes" on page 106.

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer of our Company, including our Directors, Key Managerial Personnel, Senior Management, is entitled to any benefits upon termination of employment under any service contract entered into with our Company.

Except as stated in " Interests of Directors" on page 242, " Interest of Key Managerial Personnel and Senior Management" on page 255 and as stated in "Other Financial Information Related Party Transactions" on page 347, no amount or benefit in kind has been paid or given within the two years preceding the date of this Draft Red Herring Prospectus or is intended to be paid or given to any officer of our Company, including our Directors, Key Managerial Personnel and Senior Management except remuneration and re-imbursements for services rendered as Directors, officers or employees of our Company.