Arkade Developers Ltd

In accordance with the Companies Act and our Articles of Association, our Company must have not less than 3 Directors and not more than 15 Directors. As on the date of this Draft Red Herring Prospectus, our Board comprises 6 Directors (including 1 woman director), of whom 3 are Executive Directors and 3 are Independent Directors.

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

Brief Profile of our Directors

Amit Mangilal Jain is the Promoter and the Managing Director and Chairman of our Company. He has been associated with our Company as a director since December 27, 1995. He holds a bachelors' of science degree from the University of Mumbai. He is involved in the formulation of corporate strategy and implementation of the strategies. He is responsible for the planning and overall execution and management of our Company. He also looks after public relations and brand image of our Company. He is also a member of National Real Estate Development Council since 2019.

Sandeep Ummedmal Jain is the Whole Time Director of our Company since June 1, 2023. He has been associated with our Company as a director since July 25, 2016. He holds a Post Graduate Diploma in Business Administration from Hyderabad (Sind) National Collegiate Board, Mumbai and K.C. College of Management Studies. He has been heading the Business Development, Purchase, Contracts, Liaisoning and Legal departments of our Company. He also looks after the execution and quality control for all our projects.

Arpit Vikram Jain is the Whole Time Director of our Company since June 1, 2023. He has been associated with our

Company as a director since February 26, 2016. He holds a bachelors' of commerce degree from the University of Mumbai. He has passed the final exam of Chartered Accountant. He has been heading the Accounts, Finance, Taxation, Sales, Marketing, CRM, HR and Administration departments of our Company.

Neha Huddar is the Independent Director of our Company since August 1, 2023. She holds a Bachelor of Commerce degree from the University of Mumbai. She is a Chartered Accountant and holds a membership from the Institute of Chartered Accountants of India. She was associated with Thirumalai Chemicals from the year 1983 to 2012 where at the time of leaving she held the position of Chief Financial Officer at the Company. She was also associated with Reliance Industries Limited from the year 2012 to 2019 as the Assistant Vice President Finance.

Hiren Mohanlal Tanna is the Independent Director of our Company since August 1, 2023. He holds a Bachelor of Engineering from the University of Bombay. He was associated with Satish C Dhupelia, a consulting structural and civil engineer from 1990 to 1995. He also has his sole proprietorship under trade name ‘Hiren M Tanna'.

Chaitya Ajay Mehta is the Independent Director of our Company since August 1, 2023. He holds a Bachelor of Commerce degree from Deakin University, Australia. He was associated as a director with Optimo Constructions

Private Limited and Elance trading Private Limited from 2013 to 2019. He also has his sole proprietorship under trade name ‘Chaitya Ajay Mehta'.

None of our Directors were or are directors of listed companies during the preceding 5 years of this Draft Red Herring Prospectus whose shares have been / were suspended from being traded on any stock exchange during his / her tenure as a director of such listed company.

Save and except for below, none of our Directors were or are directors in listed companies which were delisted from the stock exchanges during his / her tenure as a director of such listed company.

Sandeep Ummedmal Jain was a director of Rajesh Solvex Limited from July 15, 2005 to July 4, 2022. The equity shares of Rajesh Solvex Limited were delisted from the BSE Limited from July 4, 2017.

None of our Directors are related to each other.

Further, our Directors are not related to any of the Key Managerial Personnel and Senior Management of 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, or companies in which they have an interest in, by any person, either to induce any of our Directors to become or to help any of them 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.

Further:

1. None of our Directors have been identified as a Wilful Defaulter or Fraudulent Borrower as defined under the SEBI ICDR Regulations; and

2. None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic Offenders Act, 2018.

None of our Directors were selected / appointed as Directors of our Company pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others.

None of our Directors have entered into service contracts with our Company which provide benefits upon termination of employment.

In accordance with the Articles of Association of our Company, and Section 180(1)(c) of the Companies Act, our Shareholders have, pursuant to a special resolution passed at their meeting dated July 31, 2023, authorised our Board with the borrowing power, to borrow any sum or sums of money not exceeding 5,000.00 million.

Amit Mangilal Jain was appointed as the Managing Director and Chairman of our Company with effect from June 1, 2023 for a period of 5 years until May 31, 2028 pursuant to the resolution passed by our Board pursuant to its meeting held on June 1, 2023. Further, pursuant to the resolution passed by our Board at its meeting dated June 1, 2023 and by our Shareholders pursuant to their meeting dated June 5, 2023, he is entitled to the following remuneration and perquisites with effect from June 1, 2023:

Sandeep Ummedmal Jain was appointed as the Whole Time Director of our Company with effect from June 1, 2023 for a period of 5 years until May 31, 2028 pursuant to the resolution passed by our Board pursuant to its meeting held on June 1, 2023. Further, pursuant to the resolution passed by our Board at its meeting dated June 1, 2023 and by our Shareholders pursuant to their meeting dated June 5, 2023, he is entitled to the following remuneration and perquisites with effect from June 1, 2023:

Arpit Vikram Jain was appointed as the Whole Time Director of our Company with effect from June 1, 2023 for a period of 5 years until May 31, 2028 pursuant to the resolution passed by our Board pursuant to its meeting held on June 1, 2023. Further, pursuant to the resolution passed by our Board at its meeting dated June 1, 2023 and by our Shareholders pursuant to their meeting dated June 5, 2023, he is entitled to the following remuneration and perquisites with effect from June 1, 2023:

The sitting fees to be paid to our Independent Directors has been approved by our Shareholders' in an August 18, 2023 general meeting dated August 18, 2023. Neha Huddar, Independent Director and Chairperson of Audit Committee of our Board is entitled to receive 0.03 million for attending the meetings of the Audit Committee of our Board. All our Independent Directors are entitled to receive 0.05 million for attending meetings of our Board and 0.02 million for attending meeting of the Committees of our Board as a member of such committees.

Neither our Company nor our Subsidiaries have paid any compensation or granted any benefit on an individual basis to any of our Directors (including contingent or deferred compensation) other than the remuneration, sitting fees and/or commission paid to them for such period.

The details of payments and benefits made to our Directors by our Company, in Fiscal 2023 are as follows:

Executive Directors

*Includes amount paid of 39.07 million paid to Sandeep Jain and 40.03 million paid to Arpit Jain as bonus in

Fiscal 2023

All the Non-Executive and Independent Directors have been appointed during Fiscal 2024. Accordingly, no remuneration was paid to the Non-Executive and Independent Directors during Fiscal 2023.

None of our Directors have received any remuneration from the Subsidiaries of our Company.

Except for Sandeep Ummedmal Jain and Arpit Vikram Jain, Whole Time Directors of our Company, none of our Directors are party to any bonus or profit-sharing plan of our Company.

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

The Articles of Association of our Company do not require our Directors to hold any qualification shares.

The shareholding of our Directors in our Company as of the date of this Draft Red Herring Prospectus is set forth below:

All our Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to each of them, by our Company. Our Independent Directors may be deemed to be interested to the extent the sitting fees and commission, if any, payable to them for attending meetings of our Board and / or committees thereof as approved by our Board and, or, Shareholders, and the reimbursement of expenses payable to them, as approved by our Board.

Except as disclosed under ‘Shareholding of Directors in our Company' above, none of our Directors hold any Equity Shares or any other form of securities in our Company. Further, our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares held by them in our Company.

Our Directors may be deemed to be interested to the extent of certain related party transactions that were undertaken with them by our Company. Our Directors may also be deemed to be interested in the contract agreement agreements/arrangements entered into or to be entered into by our Company in the normal course of business with any company in which they hold directorships or any partnership firm in which they are partners. For further details, see ‘Restated Consolidated Financial Information' on page 261.

Except for Amit Mangilal Jain, none of our Directors are involved in the promotion or formation of our Company.

None of our Directors are interested in any property acquired or proposed to be acquired by our Company.

Our Directors have not availed any loans from our Company.

No sum has been paid or agreed to be paid to our Directors or to any firms or companies in which they may be partners or members respectively, in cash or shares or otherwise by any person either to induce him / her to become, or to qualify him/ her as, a Director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the promotion or formation of our Company.

Except for the following, there has been no change in our Board, in the last 3 years.

The corporate governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon the listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations and the Companies Act in respect of corporate governance pertaining to the constitution of our Board and committees thereof and formulation of policies.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. Our Board functions either as a full board or through various committees constituted to oversee specific operational areas.

As on the date of this Draft Red Herring Prospectus, our Board comprises 6 Directors (including 1 woman director), of whom 3 are Executive Directors, 3 are Independent Directors.

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

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee; and

6. IPO Committee.

In addition to the above, our Board may, from time to time, constitute committees to delegate certain powers for various functions, in accordance with the applicable laws.

The Audit Committee of our Board was constituted by a resolution of our Board at their meeting held on December 05, 2023. The constitution of the Audit Committee is as follows:

The Company Secretary of our Company will act as the Secretary of the Committee.

The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations and its terms of reference are as follows:

The Audit Committee shall be responsible for, among other things, from time to time, the following:

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;

3. to obtain outside legal or other professional advice;

4. management discussion and analysis of financial condition and results of operations;

5. to secure attendance of outsiders with relevant expertise, if it considers necessary; and

6. 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 our 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 of our 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 our 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;

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, and making appropriate recommendations to the Board to take up steps in this matter;

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

10. approval or any subsequent modification of transactions of our Company with related parties and omnibus approval for related party transactions proposed to be entered into by our Company, subject to the conditions as may be prescribed;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013

11. laying down the criteria for granting omnibus approval in line with our Company's policy on related party transactions and such approval shall be applicable in respect of transactions which are repetitive in nature;

12. scrutiny of inter-corporate loans and investments;

13. valuation of undertakings or assets of our Company, wherever it is necessary;

14. evaluation of internal financial controls and risk management systems;

15. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

16. 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;

17. discussion with internal auditors of any significant findings and follow up there on;

18. 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;

19. 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;

20. 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;

21. 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;

22. reviewing the functioning of the whistle blower mechanism;

23. monitoring the end use of funds raised through public offers and related matters;

24. overseeing the vigil mechanism established by our Company, with the chairman 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;

25. 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;

26. 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;

27. to consider and comment on the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc. of the Company and provide comments to our Company's shareholders;

28. to review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of

Insider Trading) Regulations, 2015, 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; and

29. carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI

Listing Regulations or any other applicable law, as and when amended from time to time.

The Nomination and Remuneration Committee of our Board was constituted by a resolution of our Board at their meeting held on August 1, 2023. The constitution of the Nomination and Remuneration Committee is as follows:

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations and its terms of reference are as follows:

The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

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

2. The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that:

a. 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;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. 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 our Company and its goals.

3. formulation of criteria for evaluation of performance 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 shall specify the manner for effective evaluation of performance of the Board, its committees, and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. Our Company shall disclose the Remuneration Policy and the evaluation criteria in its annual report;

6. reviewing and recommending to the Board, manpower plan/ budget and sanction of new senior management positions from time to time in the future;

7. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge, and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the 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.

8. extending or continuing the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

9. evaluation and recommendation of termination of appointment of directors in accordance with the Board's governance principles for cause or for other appropriate reasons;

10. making recommendations to the Board in relation to the appointment, promotion and removal of the senior management personnel;

11. recommending to the Board, all remuneration, in whatever form, payable to senior management, including revisions thereto;

12. administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option

Scheme of our Company;

13. framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any securities laws or any other applicable laws in India or overseas, including:

a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and

b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended.

14. carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated by any statutory notification, amendment or modification, as may be applicable;

15. performing such other functions as may be necessary or appropriate for the performance of its duties;

16. periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any proposed changes;

17. authorization to obtain advice, reports or opinions from internal or external counsel and expert advisors;

18. ensuring proper induction program for new directors, key managerial personnel and senior management and reviewing its effectiveness along-with ensuring that on appointment, they receive a formal letter of appointment in accordance with guidelines provided under the Companies Act;

19. developing a succession plan for our Board and senior management and regularly reviewing the plan;

20. ensuring that it proactively maintains a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of our Company;

21. consideration and determination of the Remuneration Policy based on performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Nomination and Remuneration Committee shall deem appropriate; and

22. perform such other activities as may be delegated by the Board or specified/ provided under the Companies

Act to the extent notified and effective, as amended or by the SEBI Listing Regulations or by any other applicable law or regulatory authority.

The Stakeholders' Relationship Committee of our Board was constituted by a resolution of our Board at their meeting held on August 1, 2023. The constitution of the Stakeholders' Relationship Committee is as follows:

The scope and functions of the Stakeholders' Relationship Committee are in accordance with Section 178 of the

Companies Act and Regulation 20 of the SEBI Listing Regulations and its terms of reference are as follows:

The Stakeholders' Relationship Committee shall be responsible for, among other things, as may be required by the under applicable law, the following:

1. considering and specifically looking into various aspects of interests of shareholders, debenture holders and other security holders;

2. resolving the grievances of the security holders of the listed entity including complaints related to allotment of shares, transfer 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, depository receipt, non-receipt of annual report, balance sheet or profit and loss account, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc., and assisting with quarterly reporting of such complaints;

3. review of measures taken for effective exercise of voting rights by shareholders;

4. investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;

5. giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures, and other securities from time to time;

6. 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 our Company and to recommend measures for overall improvement in the quality of investor services;

7. 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 our Company; and

8. 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.

The Corporate Social Responsibility Committee of our Board was reconstituted by a resolution of our Board at their meeting held on August 1, 2023. The constitution of the Corporate Social Responsibility Committee is as follows:

The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act.

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

2. identify corporate social responsibility policy partners and corporate social responsibility policy programs;

3. 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 our Company;

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

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

6. assistance to the Board to ensure that our Company spends towards the corporate social responsibility activities in every Fiscal, such percentage of average net profit/ amount as may be prescribed in the Companies Act;

7. providing explanation to the Board if our Company fails to spend the prescribed amount within the financial year;

8. providing updates to our Board at regular intervals of six months on the corporate social responsibility activities;

9. 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

10. 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 a resolution of our Board at their meeting held on August 1, 2023. The members of the Risk Management Committee are:

The scope and functions of the Risk Management Committee are in accordance with Section 178 of the Companies Act and the Regulation 21 of the SEBI Listing Regulations.

1. To review and assess the risk management system and policy of our Company from time to time and recommend for amendment or modification thereof. The risk management policy shall include the following:

a. A framework for identification of internal and external risks specifically faced by the listed entity, 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; and

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 our Company;

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

4. To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;

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

6. To implement and monitor policies and/or processes for ensuring cyber security;

7. To frame, devise and monitor risk management plan and policy of our Company, including evaluating the adequacy of risk management systems;

8. To review and recommend potential risk involved in any new business plans and processes;

9. To review our Company's risk-reward performance to align with our Company's overall policy objectives; 10. Monitor and review regular updates on business continuity;

11. Advise the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy; and

12. Performing such other activities as may be delegated by the Board or specified/ provided under the

Companies Act, 2013, as amended, or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority.

The IPO Committee was constituted by a resolution of our Board at their meeting held on December 5, 2022. The members of the IPO Committee are:

1. to decide, negotiate and finalise the pricing, the terms of the issue of the Equity Shares and all other related matters regarding the Pre-IPO Placement, if any, including the execution of the relevant documents with the investors, in consultation with the Book Running Lead Manager appointed in relation to the Issue (BRLM);

2. to decide in consultation with the BRLM the actual size of the Issue and taking on record the number of

Equity Shares, and/or reservation on a competitive basis, and/or any rounding off in the event of any oversubscription and/or any discount to be offered to retail individual bidders or eligible employees participating in the Issue and all the terms and conditions of the Issue, including without limitation, timing, opening and closing dates of the Issue, price band, allocation/allotment to eligible persons pursuant to the Issue, including any anchor investors, and to accept any amendments, modifications, variations or alterations thereto;

3. to appoint, instruct and enter into agreements with the BRLM, and in consultation with BRLM appoint and enter into agreements with intermediaries, co-managers, underwriters, syndicate members, brokers, sponsor banks, escrow collection bankers, auditors, independent chartered accountants, refund bankers, registrar, grading agency, monitoring agency, industry expert, legal counsels, depositories, custodians, credit rating agencies, printers, advertising agency(ies ), and any other agencies or persons (including any successors or replacements thereof) whose appointment is required in relation to the Issue and to negotiate and finalize the terms of their appointment, including but not limited to execution of the mandate letters and issue agreement with the BRLM, and the underwriting agreement with the underwriters, and to terminate agreements or arrangements with such intermediaries;

4. to make any alteration, addition or variation in relation to the Issue, in consultation with the BRLM or SEBI or such other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the exact Issue structure and the exact component of issue of Equity Shares;

5. to finalise, settle, approve, adopt and arrange for submission of the draft red herring prospectus (DRHP), the red herring prospectus (RHP), the prospectus (Prospectus), the preliminary and final international wrap and any amendments, supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate government and regulatory authorities, respective stock exchanges where the Equity Shares are proposed to be listed (Stock Exchanges), the Registrar of Companies, Maharashtra at Mumbai (RoC), and take all such actions in consultation with the book running lead manager (BRLM) as may be necessary for the submission and filing of the documents mentioned above, including incorporating such alterations/corrections/modifications as may be required by the SEBI, the RoC or any other relevant governmental and statutory authorities or otherwise under applicable laws;

6. to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation with the relevant intermediaries appointed for the Issue in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (SEBI ICDR Regulations), Companies Act, 2013, as amended and other applicable laws;

7. to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any,;

8. to open separate escrow accounts as the escrow account to receive application monies from anchor investors/underwriters in respect of the bid amounts and a bank account as the refund account for handling refunds in relation to the Issue and in respect of which a refund, if any will be made;

9. to open account with the bankers to the Issue to receive application monies in relation to the Issue in terms of Section 40(3) of the Companies Act, 2013, as amended;

10. to do all such deeds and acts as may be required to dematerialise the Equity Shares and to sign and/or modify, as the case may be, agreements and/or such other documents as may be required with the Central Depository Services (India) Limited and the National Securities Depository Limited, registrar and transfer agents and such other agencies, as may be required in this connection, with power to authorise one or more officers of the Company to execute all or any such documents;

11. to negotiate, finalise, sign, execute and deliver or arrange the delivery of the issue agreement, syndicate agreement, cash escrow and sponsor bank agreement, share escrow agreement, underwriting agreement, agreements with the registrar to the Issue, monitoring agency, advertising agency(ies) and all other agreements, documents, deeds, memorandum of understanding and other instruments whatsoever with the registrar to the Issue, monitoring agency, legal counsel, auditors, Stock Exchanges, BRLM and other agencies/ intermediaries in connection with Issue with the power to authorize one or more officers of the Company to execute all or any of the aforesaid documents;

12. to make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the

Stock Exchange, the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), Registrar of Companies, Maharashtra at Mumbai, and such other statutory and governmental authorities in connection with the Issue, as required by applicable law, and to accept, on behalf of the Board, such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, exemptions, permissions and sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and the Prospectus;

13. to make in-principle and final applications for listing and trading of the Equity Shares on one or more Stock

Exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection with obtaining such listing;

14. to determine and finalize, in consultation with the BRLM, the price band for the Issue and minimum bid lot for the purpose of bidding, any revision to the price band and the final Issue price after bid closure, and to finalize the basis of allocation and to allot the Equity Shares to the successful allottees and credit Equity Shares to the demat accounts of the successful allottees in accordance with applicable laws and undertake other matters in connection with or incidental to the Issue, including determining the anchor investor portion, in accordance with the SEBI ICDR Regulations;

15. to issue receipts/allotment advice/confirmation of allocation notes either in physical or electronic mode representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more stock exchange(s), with power to authorise one or more officers of the Company to sign all or any of the aforementioned documents;

16. to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy, risk management policy and other corporate governance requirements considered necessary by the Board or the IPO Committee or as required under applicable law or the uniform listing agreement to be entered into by the Company with the relevant stock exchanges;

17. to seek, if required, the consent and waivers of the parties with whom the Company has entered into various commercial and other agreements such as Company's lenders, joint venture partners, all concerned governmental and regulatory authorities in India or outside India, and any other consents that may be required in connection with the Issue in accordance with the applicable laws;

18. to determine the price at which the Equity Shares are offered, issued, allocated, transferred and/or allotted to investors in the Issue in accordance with applicable regulations in consultation with the BRLM and/or any other advisors, and determine the discount, if any, proposed to be offered to eligible categories of investors;

19. to settle all questions, difficulties or doubts that may arise in relation to the Issue, as it may in its absolute discretion deem fit;

20. to do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and instruments as may be necessary for the purpose of or in connection with the Issue;

21. to authorize and approve the incurring of expenditure and payment of fees, commissions, brokerage and remuneration in connection with the Issue;

22. to withdraw the DRHP or RHP or to decide not to proceed with the Issue at any stage, in consultation with the BRLM and in accordance with the SEBI ICDR Regulations and applicable laws;

23. to determine the utilization of proceeds of the fresh issue, if applicable and accept and appropriate proceeds of such fresh issue in accordance with the Applicable Laws;

24. to authorize any concerned person on behalf of the Company to give such declarations, affidavits, certificates, consents and authorities as may be required from time to time in relation to the Issue or provide clarifications to the SEBI, Registrar of Companies, Maharashtra at Mumbai and the relevant Stock Exchange(s) where the Equity Shares are to be listed;

25. to authorize the affixation of the common seal of the Company on such documents in this connection as may be required in accordance with the provisions of the Articles of Association of the Company and Applicable Law; and

26. to authorize and empower officers of the Company (each, an Authorized Officer

(s)), for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer

(s) consider necessary, appropriate or advisable, in connection with the Issue, including, without limitation, engagement letter

(s), memoranda of understanding, the listing agreement

(s) with the Stock Exchange

(s), the registrar's agreement and memorandum of understanding, the depositories' agreements, the issue agreement with the BRLM (and other entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLM and syndicate members, the cash escrow and sponsor bank agreement, confirmation of allocation notes, allotment advice, placement agents, registrar to the Issue, bankers to the Company, managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate members, brokers, escrow collection bankers, auditors, grading agency, monitoring agency and all such persons or agencies as may be involved in or concerned with the Issue, if any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Issue by the BRLM and to do or cause to be done any and all such acts or things that the Authorized Officer

(s) may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Issue; and any such agreements or documents so executed and delivered and acts and things done by any such Authorized Officer

(s) shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing.

In addition to Amit Mangilal Jain, Our Managing Director and Chairman, and Sandeep Ummedmal Jain and Arpit Vikram Jain, our Whole Time Directors, whose details have been provided under the paragraph ‘Brief profile of our Directors' on page 234, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus, are as follows:

1. Sheetal Haresh Solani, Company Secretary and Compliance Officer; and

2. Samshet B Shetye, Chief Financial Officer.

Brief Profiles of the KMPs of our Company

The details of our Senior Management as on the date of this Draft Red Herring Prospectus, are as follows:

1. Jignesh M. Patel, Assistant General Manager Contracts;

2. Krunal R. Bhuta, Manager of Business Development;

3. Shreyas Prakash Oke, Assistant General Manager HR and ODT;

4. Amol Vasudev Desai, Assistant General Manager - Accounts and Finance; and

5. Ruben Chheda H, General Manager Sales and Marketing.

Jignesh M. Patel is the Assistant General Manager - Contracts of our Company. He had joined our Company as Senior Engineer cum Project Manager in March 2010. He holds a diploma in Civil Engineering from Government Polytechnic, Mumbai and a bachelor's degree in Engineering (Civil Branch) from University of Pune. He has previously worked with Evershine Builders Private Limited as a Site Engineer from 2001 to 2002 and Romell Real Estate Private Limited as a Site Engineer from 2002 to 2003 and Urmila Enterprise from 2003 to 2010. He has approximately 22 years of work experience. The gross remuneration paid to him during Fiscal 2023 was 2.31 million.

Krunal R. Bhuta is the Manager of Business Development of the Company. He joined our Company in February 2019. He holds a bachelor's degree in Commerce from University of Mumbai. He has passed the final examination for Master's in

Business Administration in Management Studies from University of Mumbai. He has previously worked at Raycon Infrastructure Private Limited as a Manager Business Development, Basar Constructions Private Limited as the Deputy Manager in Business Development Department, Mayfair Housing Private Limited in Business Development Department and Dhanshree Developers Private Limited as an Executive Projects (Redevelopment & SRA). The gross remuneration paid to him during Fiscal 2023 was 1.57 million.

Shreyas Prakash Oke is the Assistant General Manager HR and ODT of the company. He joined our Company in January 2023. He holds a Masters in Business Administration from Karunya University, Tamil Nadu. He has previously worked in Amtrust Mobile Solutions Private Limited as Manager of Human Resources, MAN Global Limited as Assistant Manager of HR Department, Mayfair Housing Private Limited as Senior Executive of Human Development, Xylem Resource Management Private Limited as Senior Executive, Purecotz Eco Life Styles Private Limited as HR Executive, Planman Consulting India Private Limited as Assistant Manager Client Servicing and MHIIT Private Limited as Manager of HR and Marketing. The gross remuneration paid to him during Fiscal 2023 was 0.34 million.

Amol Vasudev Desai is the Assistant General Manager - Accounts and Finance of the Company and is responsible for accounting and finance matters of our Company. He had joined our Company in January 2010. He has approximately 12 years of work experience. The gross remuneration paid to him during Fiscal 2023 was 1.29 million.

Ruben Chheda H is the General Manager Sales and Marketing of the Company. He joined our Company in May 2016. He holds a bachelor's degree in Commerce from G. E. Society's Bhausaheb Vartak Arts, Science and Commerce College, University of Bombay. He has previously worked at Mayfair Housing Private Limited as a DGM - Sales and Marketing from 2005 to 2016 and Nucleus Securities Limited as a Senior Manager from 1995 to 2004. He has approximately 27 years of work experience. The gross remuneration paid to him during Fiscal 2023 was 4.52 million.

None of our Key Managerial Personnel and Senior Management are related to each other.

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

Except for applicable statutory benefits, none of our Key Managerial Personnel and Senior Management would receive any benefits on their retirement or on termination of their employment with our Company.

None of our Key Managerial Personnel and Senior Management have entered into any service contract with our Company.

There is no contingent or deferred compensation payable to our Key Managerial Personnel and Senior Management which does not form part of their remuneration:

All our Key Managerial Personnel and Senior Management are permanent employees of our Company.

Except for Amit Mangilal Jain, Managing Director and Chairman, Sandeep Ummedmal Jain, Whole Time Director and Arpit Vikram Jain, Whole Time Director, none of the Key Managerial Personnel or Senior Management personnel are holding any shares in the Company.

Except for bonus paid to Sandeep Ummedmal Jain, Whole Time Director and Arpit Vikram Jain, Whole Time Director as disclosed at ‘Bonus or Profit-Sharing Plans of Directors' above, none of our Key Managerial Personnel and Senior Management are party to any bonus or profit-sharing plan of our Company other than performance based discretionary incentives given to the Key Managerial Personnel and Senior Management.

The changes in our Key Managerial Personnel and our Senior Management during the 3 years immediately preceding the date of this Draft Red Herring Prospectus, are set forth below:

Except as disclosed under ‘Our Management - Interest of Directors', and ‘Restated Consolidated Financial Information - Related Party Transactions' on pages 239 and 261, our Directors, Key Managerial Personnel, and Senior Management do not have any interest in our Company other than to the extent of remuneration, or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred to them in the ordinary course of business.

As on the date of this Draft Red Herring Prospectus, the attrition rate of key managerial personnel and senior management is not high as compared to the industry.

Except as disclosed above under ‘Interest of our Directors' on page 239, ‘Interest of Key Managerial Personnel and Senior Management' on page 255 and as stated in see ‘Restated Consolidated Financial Information Related Party Transactions' on page 261, no amount or benefit has been paid or given within the 2 years preceding the date of filing of this Draft Red Herring Prospectus or intended to be paid or given to any officer of our Company, including our Directors, Key Management Personnel and Senior Management.

Our Company has formulated an ESOP Plan. For further details of the ESOP Plan of our Company and employee stock options granted under ESOP Plan, see ‘Capital Structure - Employee Stock Option Plan' on page 90.