Interarch Building Products Ltd

OUR MANAGEMENT

In terms of the Companies Act, 2013 and our Articles of Association, our Company is authorised to have a minimum of three Directors and a maximum of 15 Directors, provided that our Company may appoint more than

15 Directors after passing a special resolution. As on the date of this Red Herring Prospectus, we have eight Directors on our Board, comprising one Managing Director, one Whole time Director, three Non-Executive Directors, and three Independent Directors of which one is a woman Independent Director. The present composition of our Board and its committees is in accordance with the corporate governance requirements provided under the Companies Act, 2013 and the SEBI Listing Regulations.

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

" History and Certain Corporate Matters Summary of key agreements and shareholders agreements" on page 279.

Sonali Bhagwati Dalal is the Chairperson and an Independent Director of our Company. She has been associated with our Company since January 15, 2024. She holds a diploma in architecture from The Centre for Environmental Planning and Technology, Ahmedabad, Gujarat, India. She is registered with the Council of Architecture, India. She is currently associated with Designplus Architecture, Shared Workspace Solutions Private Limited, Fade to Black Design and Media Private Limited, Spazzio Projects & Interiors Private Limited and Designplus Associates Services Private Limited. She has experience in the architecture and design sector.

Arvind Nanda is the Managing Director of our Company. He has been associated with our Company since its incorporation. He is responsible for overall business decision-making and financial oversight of operational management in our Company. He holds a bachelor's degree in commerce (honours) from the University of Delhi,

New Delhi, India. He has been admitted as an associate of the Institute of Chartered Accountants in England and Wales and is entitled to practise as a Chartered Accountant by the ICAI. He has nearly 30 years of experience in the pre-engineered steel buildings industry with our Company.

Gautam Suri is the Whole-time Director of our Company. He has been associated with our Company since its incorporation. He is responsible for critical technical business decisions in our Company. He holds a bachelor's degree in technology in mechanical engineering from the Indian Institute of Technology Delhi, New Delhi, India. He has nearly 30 years of experience in the pre-engineered steel buildings industry with our Company.

Viraj Nanda is a Non-Executive Director of our Company. He has been associated with our Company since February 14, 2017 and was previously employed by our Company as Manager-Marketing. He holds a bachelors' degree in tourism and hospitality management from William Angliss Institute, Melbourne, Australia and a diploma in CAD from CADD Centre Training Services, New Delhi, India. He has experience in the pre-engineered steel building industry with our Company.

Ishaan Suri is a Non-Executive Director of our Company. He has been associated with our Company since

September 26, 2011. He holds a bachelor's degree in science from the London School of Economics and Political

Science, University of London, London, United Kingdom. He has experience in the pre-engineered steel building industry with our Company.

Dhanpal Arvind Jhaveri is a Nominee Director of our Company who has been nominated on our Board of Directors by OIH Mauritius. He has been associated with our Company since March 28, 2016. He holds a bachelor's degree in commerce from Jai Hind College, University of Bombay, Mumbai, Maharashtra, India and a master's degree in business administration from Babson College, Wellesley, Massachusetts, United States. He is currently the managing director of Eversource Capital Private Limited. He was previously associated with Sterlite Industries (India) Limited, Everstone Investment Advisors Private Limited, ICICI Securities and Finance Company Limited and KPMG India Private Limited. He has experience in the financial services sector.

Mohit Gujral is an Independent Director of our Company. He has been associated with our Company since January 15, 2024. He holds a diploma in architecture from the Centre for Environmental Planning and Technology, Ahmedabad, Gujarat, India and has been elected as an associate of the Indian Institute of Architects. He is registered with the Council of Architecture, India. He was previously associated with DLF Limited as a whole-time director and subsequently as a chief executive officer. He has experience in the real estate and construction sector.

Sanjiv Bhasin is an Independent Director of our Company. He has been associated with our Company since

January 15, 2024. He holds a bachelor's degree in commerce from the University of Delhi, New Delhi, India. He was previously associated with AfraAsia Bank Limited, DBS Bank Limited and the Hongkong and Shanghai Banking Corporation Limited. He has experience in the banking sector.

Relationship between Directors

Except, Viraj Nanda, who is the son of Arvind Nanda, and Ishaan Suri, who is the son of Gautam Suri, none of our Directors are related to each other as on the date of this Red Herring Prospectus. Each of Viraj Nanda, Arvind Nanda, Ishaan Suri and Gautam Suri are our Promoters. Shobhna Suri, who is one of our Selling Shareholders, is the wife of Gautam Suri and mother of Ishaan Suri.

Our Managing Director, Whole-time-Director and our Non-Executive Directors who are also our Promoters are related to the members of the Promoter Group.

Except as stated above and as stated under "- Arrangement or understanding with major Shareholders, customers, suppliers or others for appointment of Directors" on page 285 none of our Directors or Key Managerial Personnel are related to our Promoters or Shareholders.

Except for Dhanpal Arvind Jhaveri, who has been nominated to our Board by OIH Mauritius pursuant to the Shareholders' Agreement, none of our Directors have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or others. Further, our Promoters Arvind Nanda and Gautam Suri, who are also our Directors together with Taipan and IGS, have the right to nominate four directors to our Board pursuant to the Shareholders' Agreement. For further details, see "History and Certain Corporate Matters Summary of key agreements and shareholders agreements" on page 279.

Pursuant to the resolutions passed by our Board on August 7, 2021 and by our Shareholders on August 7, 2021, Arvind Nanda is entitled to the following remuneration and benefits:

Additionally, our Board is authorised to alter the terms and conditions of the remuneration as fixed by our Board of Directors to a maximum annual increment of 10.00 million plus perquisites per annum and subject to same not exceeding the limit as specified under the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force).

During Financial Year 2024, Arvind Nanda was paid an aggregate compensation (including remuneration and benefits) of 3.12 million. Additionally, we have paid an aggregate lease rental of 4.20 million to Aries for his residence.

Pursuant to the resolutions passed by our Board on January 15, 2024 and by our Shareholders on January 17, 2024, Gautam Suri is entitled to the following remuneration and benefits:

Additionally, our Board is authorised to alter the terms and conditions of the remuneration as fixed by our Board of Directors to a maximum annual increment of 10.00 million plus perquisites per annum and subject to same not exceeding the limit as specified under the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force).

During Financial Year 2024, Gautam Suri was paid an aggregate compensation (including remuneration and benefits) of 4.65 million. Additionally, we have paid an aggregate lease rental of 0.90 million to Signu Real Estate LLP for his residence.

Pursuant to a resolution passed by our Board on January 15, 2024, our Independent Directors are entitled to receive a sitting fee of 100,000 for attending each meeting of our Board and 25,000 for attending each meeting of the committees of our Board.

Our Independent Directors were paid the following compensation in Financial Year 2024:

Other than our Independent Directors, none of our Non-Executive Directors are entitled to receive any remuneration or compensation (including sitting fees or commission) from our Company. Accordingly, during Financial Year 2024, except for Viraj Nanda who was paid an aggregate compensation (including remuneration and benefits) of 1.54 million (in his capacity as Manager-Marketing), none of our Non-Executive Directors were paid any remuneration or compensation by our Company.

Remuneration paid or payable to our Directors from by any subsidiary or associate company

As on the date of this Red Herring Prospectus, our Company does not have any subsidiary or an associate company.

Our Company has not entered into any contract appointing or fixing the remuneration of a Director during the two years preceding the date of this Red Herring Prospectus.

Our Company does not have any bonus or profit-sharing plan for our Directors.

Other than as disclosed under "Capital Structure Notes to Capital Structure Shareholding of our Directors, Key Managerial Personnel and members of Senior Management in our Company" on page 111, none of our Directors hold any Equity Shares as on the date of this Red Herring Prospectus.

As per our Articles of Association, our Directors are not required to hold any qualification shares.

No contingent or deferred compensation is payable to our Directors for Financial Year 2024, which does not form part of their remuneration.

All our Directors except for our Non-Executive Directors may be deemed to be interested to the extent of remuneration or sitting fees, if any, payable to them for attending meetings of our Board or a committee thereof, as well as to the extent of other remuneration and all our Directors except Non-Executive Directors may be deemed to be interested to the extent of reimbursement of expenses, if any, payable to them and as disclosed in "Our Promoters and Promoter Group Interests of Promoters" and "Other Financial Information Related party transactions" on pages 303 and 391, respectively.

No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be members, 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.

Our Directors may also be interested to the extent of Equity Shares and to the extent of any dividend payable to them, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Offer.

No loans have been availed by our Directors from our Company.

Except as disclosed in "Our Promoters and Promoter Group Interests of Promoters" and "Other Financial Information Related party transactions" on pages 304 and 391, respectively, our Directors have no interest in any property acquired of or by our Company during the three years preceding the date of this Red Herring Prospectus, or proposed to be acquired of or by our Company as on the date of this Red Herring Prospectus, or in any transaction entered into by our Company for acquisition of land, construction of building or supply of machinery etc.

Except for Arvind Nanda, Gautam Suri, Viraj Nanda and Ishaan Suri, who are our Promoters, none of our Directors have an interest in the promotion of our Company, as on the date of this Red Herring Prospectus. Further, except for Arvind Nanda and Gautam Suri, none of our Directors had an interest in the formation of our Company.

Except as stated in (i) "Other Financial Information Related party transactions " on page 391; (ii) disclosed under "Our Promoter and Promoter Group Interests of Promoters" on page 304 and (iii) "History and Certain Corporate Matters Guarantees provided to third parties by our Promoters offering their Equity Shares in the Offer for Sale" on page 281; or as otherwise disclosed in this section, our Directors do not have any other business interest in our Company.

None of our Directors are, or during the five years prior to the date of this Red Herring Prospectus, have been on the board of directors of any listed company whose shares have been/were suspended from being traded on any of the stock exchanges, during their tenure.

None of our Directors have been or are a director on the board of directors of any listed company which has been or was delisted from any stock exchange(s), during their tenure.

Changes in our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Red Herring Prospectus are set forth below:

Pursuant to our Articles of Association, subject to applicable laws and pursuant to our Board resolution dated January 15, 2024 and the special resolution passed by our Shareholders on January 17, 2024, our Board is authorised to borrow any sum or sums of money from time to time at its discretion for the purpose of the business of the Company, from one or more banks, financial institutions, mutual funds and other persons, firms, bodies corporate or by way of loans or credit facilities (fund based or non-fund based) or by issue of bonds on such terms and conditions and with or without security as our Board may think fit, which, together with the monies already borrowed by our Company (apart from temporary loans obtained from the bankers of the Company in the ordinary course of business) and being borrowed by the Board at any time shall not exceed in the aggregate at any time

5,000 million irrespective of the fact that such aggregate amount of borrowings outstanding at any one time may exceed the aggregate for the time being of the paid-up share capital of our Company and its free reserves, that is reserves not set apart for any specific purpose.

As on the date of this Red Herring Prospectus, there are eight Directors on our Board, comprising one Managing Director, one Whole-time Director, three Non-Executive Directors, and three Independent Directors of which one is a woman Independent Director. In compliance with Section 152 of the Companies Act, 2013, not less than two thirds of the Directors (excluding Independent Directors) are liable to retire by rotation. 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.

Our Company undertakes to take all necessary steps to continue to comply with all the applicable requirements of SEBI Listing Regulations and the Companies Act, 2013.

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the

Companies Act, 2013:

(a) Audit Committee;

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

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

The Audit Committee was constituted pursuant to a resolution passed by our Board on January 15, 2024. The Audit Committee is in compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises:

The Company Secretary shall act as the secretary to the Audit Committee.

Scope and terms of reference:

The Audit Committee shall be responsible for, among other things, as may be required by the Stock Exchange(s) from time to time, the following:

The Audit Committee shall have powers, including the following:

? to investigate any activity within its terms of reference; ? to seek information from any employee; ? to obtain outside legal or other professional advice;

? to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under the Companies Act, 2013 (together with the rules notified thereunder) and SEBI Listing Regulations; and

? to have full access to information contained in records of Company; and

? such other powers as may be prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

The role of the Audit Committee shall include the following:

? oversight of financial reporting process and the disclosure of financial information relating to Interarch Building Products Limited (the "Company") to ensure that the financial statements are correct, sufficient and credible;

? recommendation to the board of directors of the Company (the "Board" or "Board of Directors") for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;

? approval of payment to statutory auditors for any other services rendered by the statutory auditors;

? 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:

? matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause I of sub-section 3 of section 134 of the Companies Act, 2013;

? changes, if any, in accounting policies and practices and reasons for the same;

? major accounting entries involving estimates based on the exercise of judgment by management;

? significant adjustments made in the financial statements arising out of audit findings; ? compliance with listing and other legal requirements relating to financial statements; ? disclosure of any related party transactions; and ? modified opinion(s) in the draft audit report.

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

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

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

? 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;

(i) recommend criteria for omnibus approval or any changes to the criteria for approval of the Board;

(ii) make omnibus approval for related party transactions proposed to be entered into by the Company for every financial year as per the criteria approved;

(iii) review of transactions pursuant to omnibus approval; and

(iv) make recommendation to the Board, where Audit Committee does not approve transactions other than the transactions falling under Section 188 of the Companies Act, 2013.

? scrutiny of inter-corporate loans and investments;

? valuation of undertakings or assets of the Company and appointing a registered valuer in terms of Section 247 of the Companies Act, 2013 wherever it is necessary;

? evaluation of internal financial controls and risk management systems;

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

? 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;

? discussion with internal auditors of any significant findings and follow-up thereon;

? reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

? discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

? 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;

? reviewing the functioning of the whistle blower mechanism;

? monitoring the end use of funds through public offers and related matters;

? 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;

? 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;

? 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; and

? considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders;

? formulating, reviewing and making recommendations to the Board to amend the terms of reference of Audit Committee from time to time;

? approving the key performance indicators for disclosure in the offer document;

? 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; and

? carrying out any other functions required to be carried out by the Audit Committee as may be decided by the Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations and/or any other applicable laws, as and when amended from time to time, or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties.

The Audit Committee shall mandatorily review the following information:

? management discussion and analysis of financial condition and results of operations;

? management letters / letters of internal control weaknesses issued by the statutory auditors of the Company;

? internal audit reports relating to internal control weaknesses;

? the appointment, removal and terms of remuneration of the chief internal auditor; and ? statement of deviations in terms of the SEBI Listing Regulations:

? quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of the SEBI Listing Regulations; and

? annual statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice in terms of the SEBI Listing Regulations.

? Such information as may be prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

The Nomination and Remuneration Committee was constituted pursuant to a resolution passed by our Board on January 15, 2024. The composition and terms of reference of the Nomination and Remuneration Committee are in compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee currently comprises:

Scope and terms of reference:

The responsibility of the Nomination and Remuneration Committee shall include the following:

? 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");

? 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 Committee may:

? use the services of an external agencies, if required;

? consider candidates from a wide range of backgrounds, having due regard to diversity; and ? consider the time commitments of the candidates.

? formulation of criteria for evaluation of independent directors and the Board; ? devising a policy on Board diversity;

? 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), 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. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

? 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;

? recommend to the board, all remuneration, in whatever form, payable to senior management;

? the Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that:

? the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

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

? 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.

? perform such functions as are required to be performed by the Nomination and Remuneration Committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, including the following:

? administering the employee stock option plans of the Company, as may be required;

? determining the eligibility of employees to participate under the employee stock option plans of the Company;

? granting options to eligible employees and determining the date of grant; ? determining the number of options to be granted to an employee;

? determining the exercise price under the employee stock option plans of the Company; and ? construing and interpreting the employee stock option plans of the Company and any agreements defining the rights and obligations of the Company and eligible employees under the employee stock option plans of the Company, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the employee stock option plans of the Company.

? frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including:

? the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

? 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; and

? carrying out any other activities as may be delegated by the Board of Directors of the Company functions required to be carried out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.

The Stakeholders' Relationship Committee was constituted pursuant to a resolution passed by our Board at its meeting dated January 15, 2024. The scope and functions of the Stakeholders' Relationship Committee are in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.

The Stakeholders' Relationship Committee currently comprises:

The role of the Stakeholders' Relationship Committee shall include the following:

? considering and looking into various aspects of interest of shareholders, debenture holders and other security holders

? resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.;

? formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

? giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other securities;

? issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; ? review of measures taken for effective exercise of voting rights by shareholders;

? review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

? approve requests for transposition, deletion, consolidation, sub-division, change of name etc. of shares, debentures and other securities;

? to dematerialize or rematerialize the issued shares;

? 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; and

? carrying out any other functions required to be carried out by the Stakeholders' Relationship Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time."

The Corporate Social Responsibility Committee was last reconstituted by a resolution of our Board dated January 15, 2024 and its composition and terms of reference are in compliance with Section 135 of the Companies Act, 2013. The Corporate Social Responsibility Committee currently comprises:

The role of the Corporate Social Responsibility Committee shall include the following:

? formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan which shall indicate the activities to be undertaken by the

Company as specified in Schedule VII of the Companies Act, 2013, as amended and the rules made thereunder and make any revisions therein as and when decided by the Board;

? review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and amount to be incurred for such expenditure shall be as per the applicable law;

? monitor the corporate social responsibility policy of the Company and its implementation from time to time and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programme; and

? 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/or as may be required under applicable law, as and when amended from time to time.

The Risk Management Committee was constituted pursuant to a resolution passed by our Board at its meeting dated January 15, 2024. The scope and functions of the Risk Management Committee is in compliance with the Regulation 21 of the SEBI Listing Regulations. The Risk Management Committee currently comprises:

The role of the Risk Management Committee shall include the following:

? review, assess and formulate the risk management system and policy of the Company from time to time and recommend for amendment or modification thereof, which shall include: (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;

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

? monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;

? periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity, and recommend for any amendment or modification thereof, as necessary;

? approve the process for risk identification and mitigation;

? decide on risk tolerance and appetite levels, recognizing contingent risks, inherent and residual risks including for cyber security;

? monitor the Company's compliance with the risk structure.

? assess whether current exposure to the risks it faces is acceptable and that there is an effective remediation of non-compliance on an on-going basis;

? approve major decisions affecting the risk profile or exposure and give appropriate directions; ? consider the effectiveness of decision making process in crisis and emergency situations;

? generally, assist the Board in the execution of its responsibility for the governance of risk;

? keep the Board of directors of the Company informed about the nature and content of its discussions, recommendations and actions to be taken;

? to review the appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the Risk Management Committee;

? implement and monitor policies and/or processes for ensuring cyber security;

? to review and recommend potential risk involved in any new business plans and processes;

? to 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; and

? monitor and review regular updates on business continuity; and

? any other similar or other functions as may be laid down by Board from time to time and/or as may be required under applicable law, as and when amended from time to time, including the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

In addition to our Managing Director, Arvind Nanda and our Whole-time Director, Gautam Suri who are our Key

Managerial Personnel and whose details are provided in " Brief Profiles of our Directors" on page 284, the details of our other Key Managerial Personnel and members of Senior Management are set forth below:

Manish Kumar Garg was appointed as the Chief Executive Officer of our Company with effect from August 9, 2021. He is responsible for the overall management of our Company. He holds a diploma in civil engineering from the Board of Technical Education, Delhi, India and had been elected as a senior technician by the Institution of Engineers (India), Kolkata, West Bengal, India. He has also completed the senior executive leadership program from Harvard Business School, Boston, Massachusetts, United States and has participated in the executive education programme titled ‘Reinvention through Entrepreneurial/Intrapreneurial Leadership' conducted by the Indian Institute of Management Bangalore, Karnataka, India. He was previously associated with our Company as general manager-marketing from August 8, 1994 until April 19, 2007, subsequent to which he joined Everest Industries Limited and Safal Building System Limited as the president and chief executive steel building business, where he managed the entire steel building business of the company, and then re-joined our Company on August, 9, 2021. During Financial Year 2024, he received a total compensation of 17.19 million from our Company.

Pushpendra Kumar Bansal was appointed as the Chief Financial Officer of our Company on February 12, 2024 and has been associated with our Company since then. He is responsible for spearheading the finance and accounts functions including plant accounts of our Company. He holds a bachelor's degree in commerce from Ajmer University, Ajmer, Rajasthan, India. He has also been admitted as a fellow of the ICAI. He has also received a

‘recognition of excellence' from the CFO100 awards in March 2018. He was previously associated with Action Construction Equipment Limited, Omax Autos Limited, Jakson Limited and Microtek International Private Limited. During the Financial Year 2024, he received a total compensation of 1.19 million from our Company.

Nidhi Goel was appointed as the Company Secretary on April 24, 2006 and as the Compliance Officer of our Company on January 15, 2024. She has been associated with our Company since April 24, 2006. She is responsible for compliance with company law, regulatory requirements, and corporate governance functions. She holds a bachelor's degree in commerce (honours) from the University of Delhi, New Delhi, India. She was also admitted as an associate of the Institute of Company Secretaries of India, New Delhi, India. During Financial Year 2024, she received a total compensation of 1.82 million from our Company.

Anil Kumar Chandani was designated as the President Corporate Finance and Strategy of our Company on

February 12, 2024 and has been associated with our Company since April 19, 2021. He is responsible for handling banking relations, fund raising, and managing the financial strategy of our Company. He has passed his final year examinations for a bachelor's degree in commerce (honours), in the first division from Shri Ram College of Commerce, University of Delhi, New Delhi, India and also holds a diploma in business finance from the Institute of Chartered Financial Analysts of India. He was admitted as a fellow of the ICAI and the Institute of Company Secretaries of India, New Delhi, India. He was also admitted as an associate of the Institute of Cost and Works Accountants of India. He was previously associated with Hindustan Construction Company Limited. During Financial Year 2024, he received a total compensation of 7.51 million from our Company.

Mahesh Verma was re-designated as the President Operations of our Company on July 1, 2016 and has been associated with our Company since November 19, 1985. He is responsible for co-ordinating and overseeing project execution and administration in our Company. He holds a bachelor's degree in science (honours) from the

University of Delhi, New Delhi, India and has also completed post graduate programmes in management for senior executives from the Indian School of Business, Hyderabad, Telangana, India and the Kellogg School of Management, Evanston, Illinois, USA. He has also passed the intermediate examination held by ICAI. During Financial Year 2024, he received a total compensation of 5.93 million from our Company.

Navaz Cheriya Malikakkal was appointed as the Chief Operating Officer of our Company on November 28, 2022 and has been associated with our Company since then. He is responsible for managing the day-to-day operations, the engineering and sales and marketing departments of our Company. He holds a master's degree in science (civil engineering) from King Fahd University of Petroleum and Minerals, Saudi Arabia. He was previously associated with Kirby Building Systems, Kuwait. During Financial Year 2024, he received a total compensation of 7.78 million from our Company.

Subodh Kumar Sharma was re-designated as the Vice President (Works) Tamil Nadu of our Company on July 1, 2021 and has been associated with our Company since April 9, 2001. He is responsible for supervising the day-to-day operations of the Tamil Nadu Manufacturing Facilities. He is also responsible for managing production schedules, overseeing plant safety compliance, people management, and optimizing plant processes for the Tamil Nadu Manufacturing Facilities. He has passed the eighth semester examination for his bachelors' of technology (mechanical engineering) from Karnataka State Open University, Mysuru, Karnataka, India. He was previously associated with D.S. Diesel Private Limited, Bharat Erectors, Ashoka General Industries, and Nuclear Power Corporation. During Financial Year 2024, he received a total compensation of 3.04 million from our Company.

Manoj Kumar Rohilla was re-designated as the Assistant Vice President (Works) Uttarakhand of our Company on July 1, 2021 and has been associated with our Company since February 29, 2004. He is responsible for overseeing the day-to-day operations of the Pantnagar Manufacturing Facility and Kichha Manufacturing Facility. He is also responsible for managing production schedules, overseeing plant safety compliance, personnel management, and optimizing plant processes for the Pantnagar Manufacturing Facility and Kichha Manufacturing Facility. He holds a bachelor's degree in engineering (mechanical) from Chaudhary Charan Singh University, Meerut, Uttar Pradesh, India and a post graduate diploma in business administration from Symbiosis Centre for Distance Learning, Pune, Maharashtra, India. During Financial Year 2024, he received a total compensation of 2.46 million from our Company.

Yashpal Soni was appointed as the Senior General Manager Purchase of our Company on July 1, 2022 and has been associated with our Company since then. He is responsible for overseeing procurement and managing relations with suppliers for timely availability of materials meeting quality standards for our Company. He holds a bachelor's degree in engineering from the Regional Engineering College (presently, the National Institute of Technology), Silchar, Assam, India and a master's degree in business administration from the Maharshi Dayanand University, Rohtak, Haryana, India. He was previously associated with GLS Polyfilms Private Limited, Lakshmi Precision Screws Limited, Jindal Strips Limited, SPL Limited, Flex Industries Limited, C&C Construction Limited, Orient Bell Limited and Bhageria Industries Limited. During Financial Year 2024, he received a total compensation of 3.14 million from our Company.

Subhransu Mohanty was appointed as the Vice President Human Resources of our Company on October 6, 2022 and has been associated with our Company since then. He is responsible for recruitment, talent management, employee relations, performance management, training, and development of employees in our Company. He holds a bachelor's degree in laws and post graduate diploma in labour laws and personnel management, each from Sambalpur University, Burla, Odisha, India. He was previously associated with Everest Industries Limited. During Financial Year 2024, he received a total compensation of 2.74 million from our Company.

Shekhar Bhatnagar was re-designated as the Vice President Tax and Logistics of our Company on July 1, 2016 and has been associated with our Company since March 15, 1997. He is responsible for managing the end-to-end supply chain of our Company, including transportation, warehousing, and distribution. He holds a bachelor's degree in commerce from the Meerut University, Meerut, Uttar Pradesh, India. He was previously associated with

Gurind India Private Limited and SRP Industries Limited. During Financial Year 2024, he received a total compensation of 3.44 million from our Company.

Naveen Kumar was re-designated as the Assistant Vice President Quality Control of our Company on July 1, 2023 and has been associated with our Company since December 10, 2001. He is responsible for overseeing the quality assurance in our Company including developing and implementing quality assessment processes, establishing quality standards, conducting audits, managing our quality assessment personnel, addressing issues affecting product quality, and working towards continuous improvement in our quality assurance practices. He holds a diploma in mechanical engineering from Dayalbagh Educational Institute, Agra, Uttar Pradesh, India and has passed the examination for mechanical engineering from the Institution of Engineers (India), Kolkata, West Bengal, India. During Financial Year 2024, he received a total compensation of 2.81 million from our Company.

Pradipta Kumar Nandi was appointed as the Corporate Environment, Health and Safety Head Safety of our Company on July 3, 2023 and has been associated with our Company since then. He is responsible for overseeing and implementing safety programs of our Company. His duties include developing and enforcing safety policies, conducting risk assessments, investigation of incidents, safety training and ensuring compliance with safety regulations in our Company. He holds a master's degree in business administration from the Indian Institute of

Technology, Kharagpur, West Bengal, India. He was previously associated with Kalpataru Power Transmission Limited. During Financial Year 2024, he received a total compensation of 2.24 million from our Company.

Sonam Mallik was appointed as the Head Information Technology of our Company on February 20, 2023 and has been associated with our Company since then. He is responsible for managing the IT infrastructure and applications of our Company, cybersecurity, and ensuring the efficient use of technology towards meeting business objectives of our Company. He holds bachelor's a degree in technology from the University of Calcutta, Kolkata, West Bengal, India and a post graduate diploma in business management from the Indian Institute of Social Welfare and Business Management, Kolkata, West Bengal, India. He was previously associated with Jindal Stainless Limited. During Financial Year 2024, he received a total compensation of 4.09 million from our Company.

Jay Singh Katiyar was re-designated as the Vice President Planning of our Company on August 19, 2022 and has been associated with us since January 2, 2003. He is responsible for long-term planning (including strategic objectives), resource allocation, and alignment with overall business strategy of our Company. He has passed two sections of the examinations in mechanical engineering of the Institution of Engineers (India) and also holds a master's degree in technology from Kakatiya University, Warangal, Telangana, India and was elected as a member of the Institution of Engineers (India), Kolkata, West Bengal, India. He was previously associated with Vardhman Precision Profiles and Tubes Private Limited. During Financial Year 2024, he received a total compensation of 3.53 million from our Company.

Vikas Kaushal was appointed as the President Sales and Marketing of our Company on March 26, 2024 and has been associated with our Company since then. He is responsible for managing the sales and marketing department in our Company. He holds a bachelor's degree in engineering (civil) from the North Maharashtra University, Jalgaon, Maharashtra, India and has completed an advanced certificate in marketing from the Indian Institute of Management Kozhikode, Kerala, India. He was previously associated with Maxroof Corporation Private Limited. During Financial Year 2024, he received a total compensation of 0.15 million from our Company

Sumesh Sehgal was appointed as the DGM Safety department of our Company on May 8, 2024 and has been associated with our Company since then. He is responsible for overseeing and implementing safety programmes (for North and West region) including safety training and ensuring compliance with safety regulations in our Company. He has passed the bachelor's in engineering degree examination from from the M.S. Ramaiah Institute of Technology, Bangalore, Karnataka, India. He was previously associated with Siemens Limited. Since he was appointed on May 8, 2024, he did not receive any remuneration from our Company during the Financial Year 2024.

No contingent or deferred compensation was paid to any of our Key Managerial Personnel and members of Senior Management for Financial Year 2024, by our Company.

Status of Key Managerial Personnel and members of Senior Management

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

Relationship among Key Managerial Personnel and members of Senior Management

Other than as disclosed under "- Relationship between Directors" on page 285, none of our Key Managerial Personnel and members of Senior Management are related to each other or to any other Directors.

Bonus or profit sharing plan for the Key Managerial Personnel and members of Senior Management

There is no profit sharing plan for the Key Managerial Personnel and members of Senior Management offered by our Company.

Other than as provided under "Capital Structure Shareholding of our Directors, Key Managerial Personnel and members of Senior Management" on page 111, none of our Key Managerial Personnel or members of Senior Management hold any Equity Shares as on the date of this Red Herring Prospectus .

Our Directors, Key Managerial Personnel and members of Senior Management are governed by the respective terms of their appointment letters and have not entered into any other service contracts with our Company. No Director, Key Managerial Personnel or members of Senior Management of our Company is entitled to any benefit upon termination of employment or superannuation, other than statutory benefits.

Other than for our Managing Director, Whole-time Director, and two members of our Senior Management, namely Subodh Kumar Sharma and Manoj Kumar Rohilla, none of our Key Managerial Personnel and members of Senior Management have any interest in our Company except to the extent of their remuneration, benefits and reimbursement of expenses incurred by them in the ordinary course of business. For details of the interest of our Managing Director and Whole-time Director, see " Interest of Directors" on page 287. Further, for details of the interest of Subodh Kumar Sharma and Manoj Kumar Rohilla see " Payment of non-salary related benefits to officers of our Company" on page 301.

Our Key Managerial Personnel and members of Senior Management may be interested to the extent of the employee stock options that may be granted to them from time to time under the ESOP 2023 and other employee stock option schemes formulated by our Company from time to time.

Except as disclosed in "- Arrangements and understanding with major Shareholders, customers, suppliers or others for appointment of Directors" on page 285, none of our Key Managerial Personnel and members of Senior Management have been appointed pursuant to any arrangement or understanding with our major Shareholders, customers, suppliers or any other person.

The changes in our Key Managerial Personnel and members of Senior Management during the three years immediately preceding the date of this Red Herring Prospectus are set forth below, other than changes to our Managing Director and Whole-time Director, which is disclosed under "Changes in our Board during the last three years" on page 288.

For details of the employee stock option scheme of our Company, see "Capital Structure Employee Stock Option Scheme" on page 112.

Except (i) as disclosed under Other Financial Information Related party transactions on page 391; and (ii) an amount of 4.78 million provided as a loan to one of the members of our Senior Management, Subodh Kumar

Sharma, Vice President (Works) Tamil Nadu in Fiscal 2024; and (iii) an amount of 0.53 million provided as a loan to one of the members of our Senior Management, Manoj Kumar Rohilla, Assistant Vice President (Works)

Uttarakhand, in Fiscal 2024, there is no other non-salary related amount or benefit paid or given to any officer of our Company including any Key Managerial Personnel and member of the Senior Management within the two years preceding the date of this Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.

OUR PROMOTERS AND PROMOTER GROUP

Arvind Nanda, Gautam Suri, Ishaan Suri, and Viraj Nanda are the Promoters of our Company.

As on the date of this Red Herring Prospectus, our Promoters, collectively hold 10,913,092 Equity Shares, which constitutes 75.71 % of the issued, subscribed and paid-up share capital of our Company.

For details of the build-up shareholding of our Promoters in our Company, see ‘Capital Structure History of build-up of Promoters' shareholding in our Company' on page 104.

Arvind Nanda, born on October 16, 1954, aged 69 years, is one of our Promoters. He is also the Managing Director of our Company. Arvind Nanda is a resident of House No. 8, Dera Mandi Road, Mandi Mehrauli, Delhi, 110 047, India. For the complete profile of Arvind Nanda, along with the details of his educational qualifications, experience in the business, positions/posts held in past and directorship in other entities of our Promoter, his special achievements, his business and financial activities, see

‘Our Management Brief Profiles of our Directors' on page 284.

The permanent account number of Arvind Nanda is AAAPN2641L.

Gautam Suri, born on September 30, 1952, aged 71 years, is one of our Promoters. He is also the Whole-time Director of our Company. He is a resident of F-36, Radhe Mohan Drive, Gadaipur Bandh Road, Gadai Pur, Mehrauli, South Delhi 110 030, Delhi, India. For the complete profile of Gautam Suri along with the details of his educational qualifications, experience in the business, positions/posts held in past and directorship in other entities of our Promoter, his special achievements, his business and financial activities, see ‘Our Management Brief profiles of our Directors' on page 284.

The permanent account number of Gautam Suri is AAJPS9920L.

Ishaan Suri, born on August 4, 1981, aged 43 years, is one of our Promoters. He is also a Non-Executive Director of our Company. Ishaan Suri is a resident of F-36, Radhe Mohan Drive, Gadaipur Bandh Road, Gadai Pur, Haus Khas, South Delhi 110 030, Delhi, India. For the complete profile of Ishaan Suri, along with the details of his educational qualifications, experience in the business, positions/posts held in past and directorship in other entities of our Promoter, his special achievements, his business and financial activities, see ‘Our Management Brief Profiles of our Directors' on page 284.

The permanent account number of Ishaan Suri is ATWPS6366G.

Viraj Nanda, born on February 9, 1996, aged 28 years, is one of our Promoters. He is also a Non-Executive Director of our Company. Viraj Nanda is a resident of House No. 8, Dera mandi Road, Mandi Mehrauli Delhi 110 047, India. For the complete profile of Viraj Nanda, along with the details of his educational qualifications, experience in the business, positions/posts held in past, directorship in other entities of our Promoter, his special achievements, his business and financial activities, see ‘Our Management Brief Profiles of our Directors' on page 284.

The permanent account number of Viraj Nanda is AVVPN3341H.

Our Company confirms that the permanent account number, bank account number(s), passport number, Aadhar card number and driving licence number, as applicable, of each of our Promoters has been submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.

Other than as disclosed in the sections ‘Our Management Our Board Other directorships' and " Entities forming part of the Promoter Group" on pages 282 and 306 respectively. our Promoters are not involved in any other ventures.

Change in the control of our Company

There has been no change in the control of our Company in the last five years preceding the date of this Red Herring Prospectus.

Our Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of their directorships in our Company; (iii) of their shareholding and shareholding of their relatives in our Company; (iv) dividends payable thereon; and (v) other distributions in respect of the Equity Shares held by them. See "Capital Structure History of build-up of Promoters' shareholding in our Company" on page 104. Our Promoters, who are also our Directors and Key Managerial Personnel, as applicable, may be deemed to be interested to the extent of their remuneration/fees, benefits and reimbursement of expenses, payable to them, if any. See "Our Management - Interest of Directors" and "Other Financial Information Related party transactions"on pages 287 and 391, respectively.

Certain of our Promoters have provided personal guarantees in favour of consortium of banks (State Bank of India, ICICI Bank Limited, HDFC Bank Limited, Yes Bank Limited, IDFC First Bank Limited, Bank of Baroda and IndusInd Bank Limited) for certain borrowings availed by our Company. See "History and Certain Corporate

Guarantees provided to third parties by our Promoters offering their Equity Shares in the Offer for Sale" on page 281.

Further, our Company has entered into agreements with entities forming part of the Promoter Group, where our Promoters are interested, the details of which, are set out below.

(a) Our Company has entered into a lease agreement dated February 22, 2024, with Aries, where our Promoter and Managing Director, Arvind Nanda is a partner. Pursuant to such agreement, our Company has taken the premise of our Registered Office on lease for a term of 11 months with effect from March 1, 2024 and pays a monthly rent of 25,000 to Aries.

(b) Our Company has entered into a lease agreement dated February 22, 2024, with Aries, where our Promoter and Managing Director, Arvind Nanda is a partner. Pursuant to such agreement, our Company provides accommodation facilities to Arvind Nanda. This property has been taken on lease for a term of 11 months with effect from March 1, 2024. Our Company pays a monthly rent of 325,000 to Aries.

(c) Our Company pursuant to a deed of transfer cum sale dated June 20, 2024 has acquired the property situated at B 33, Sector 57, Noida 201 301, Uttar Pradesh, India from M/s Intertec, member of the Promoter Group where one of our Promoters, Arvind Nanda is a partner for a consideration of 120.00 million.

(d) Our Company has entered into a lease agreement dated February 22, 2024, with M/s Intertec, where our Promoter and our Managing Director, Arvind Nanda is a partner. Pursuant to such agreement, our Company has taken the premise situated at 28-A Udyog Vihar, Greater Noida, 201 306, Uttar Pradesh, India for one of our godowns on lease for a term of 11 months with effect from March 1, 2024. Our

Company pays a monthly rent of 25,000 to M/s Intertec.

(e) Our Company has entered into a lease agreement dated February 22, 2024, with Signu Real Estate LLP, where our Promoter and Whole-time Director Gautam Suri is a partner. Pursuant to such agreement, our Company provides accommodation facilities to Gautam Suri. The property has been taken on lease for a term of 11 months with effect from March 1, 2024 from Signu Real Estate LLP by our Company. our

Company pays a monthly rent of 75,000 to Signu Real Estate LLP.

(f) Our Company had entered into a visual production and creative management agreement dated April 19, 2024, with Artfoto Advertising LLP (formerly known as Artfoto Studios), where our Promoter and Non-Executive Director, Ishaan Suri is a partner. Pursuant to such agreement, Artfoto Advertising LLP provided advertisement services to our Company for a term of four months with effect from April 1,

2024 for a consideration of 0.11 million per month to Artfoto Advertising LLP.

For details of amounts paid by our Company for Financial Years 2022, 2023 and 2024 to the members of the Promoter Group pursuant to the above mentioned agreements, see "Other Financial Information Related party transactions" on page 391. Except as disclosed above and in "Risk Factors - Our Company has acquired a property from M/s Intertec which is a member of the Promoter Group" on page 68,none of our Promoters have interest in any property acquired by our Company during the three years preceding the date of this Red Herring Prospectus, or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery, etc. Our Promoters are not interested as a member in any firm or company which has any interest in our Company except for (A) their interests in (i) Aries; (ii) Signu Real Estate LLP; (iii) M/s Intertec; and (iv) Artfoto Advertising LLP. See " Interests of Promoters" on page 304and (B) Taipan and IGS certain of where our Promoters, namely, Arvind Nanda and Gautam Suri are directors. Taipan and IGS are shareholders of our Company and holds 580,000 Equity Shares and 525,000 Equity Shares, respectively. See "Capital Structure Shareholding of our Promoters and members of our Promoter Group" on page 104. No sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which any of our Promoters are interested as a member, in cash or shares or otherwise by any person either to induce any of our Promoters to become, or qualify them as a director, or otherwise for services rendered by any our Promoters or by such firm or company in connection with the promotion or formation of our Company.

Except in the ordinary course of business and as disclosed in, "Our Management", "Other Financial Information

Related party transactions" and " Interests of Promoters" on pages 282, 391 and 304, respectively, no amount or benefit has been paid or given to our Promoters or members of the Promoter Group during the two years preceding the date of this Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoter or members of the Promoter Group.

Confirmations

Our Promoters and members of the Promoter Group are not prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI any securities market regulator in any other jurisdiction or any other authority/court.

Our Promoters are not a promoter, director or person in control of any other company which is prohibited from accessing the capital markets under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court.

Our Promoters have not been declared as Wilful Defaulters or Fraudulent Borrowers.

Our Promoters have not been declared a fugitive economic offender under Section 12 of the Fugitive Economic

Offenders Act, 2018.

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

Our Promoters have not disassociated themselves from any company or firm during the three years preceding the date of this Red Herring Prospectus.

The following individuals and entities constitute the Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations.

The natural persons who are part of the Promoter Group are as follows:

The entities forming part of the Promoter Group are as follows:

1. Aries;

2. Arhaan trust;

3. Artfoto Advertising LLP (formerly known as Artfoto Studios);

4. Gautam Suri and Sons HUF;

5. IGS;

6. Libra Buildwell LLP;

7. M/s Intertec;

8. M/s Signu Real Estate LLP;

9. Signu Homes Private Limited;

10. Suri family trust Imaan;

11. Suri family trust Inaya;

12. Taipan;

13. Viraj Nanda Enterprises LLP; and

14. Viraj trust