Anya Polytech & Fertilizers Ltd

OUR MANAGEMENT

In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 and not more than 15. Our Company currently has 4 (Four) directors on our Board, of which 1 (One) Director is Executive Director, 1 (One) Director is Non-Executive Director and rest of the 2 (Two) Directors are Non-Executive Independent Director.

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

As on the date of the Red Herring Prospectus:-

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers. B. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI. C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up to the date of filling of this Red Herring Prospectus.

E. None of Promoters or Directors of our Company are a fugitive economic offender.

F. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

G. In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

There is no relationship between any of the Directors of our Company as on date of filling of Red Herring Prospectus.

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above-mentioned Directors was selected as director or member of senior management.

Except as Discussed below, none of our directors have entered into any service contracts with our company and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company. However, Executive Directors of our Company are appointed for specific terms and conditions for which no formal agreements are executed, however their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company. Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon termination of employment.

Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on July 17, 2024 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in the aggregate of 75 Crores (Rupees Seventy Five Crores only).

Mr. Yashpal Singh Yadav aged 40 years is Promoter of the company as well as Managing Director of the Company. He has successfully attained several academic and professional qualifications namely Bachelor of Engineering from Delhi University in year 2008, Export Management program from Indian Institute of Management & Foreign Trade in year 2009, Post-Graduation in Management from European School of Management in year 2012. He is having more than 12 years of experience in the business of Plastic Packaging Industry and fertilizer Industry. He was appointed as an Executive Director since incorporation of the company i.e. September 27, 2011. Thereafter he was designated as Managing Director in the board meeting held on August 21, 2015 for period of 5 years, w.e.f. September 01, 2015. After that he was re-appointed as Managing Director in the Board Meeting held on August 21, 2020 for period of 5 years, w.e.f. September 01, 2020 to August 31, 2025.

Mr. Tej Pal Singh aged 29 years is Non-Executive Director of the company. He is graduate in (B.Com) from Bundelkhand University, Jhansi (UP) in the year 2014 and having more than 10 years of experience in construction and Real Estate Industry. He was appointed as an Additional Director (Executive Director) of the Company on January 04, 2021. Thereafter he was re-designated as Non-Executive Director on October 20, 2021, liable to retire by rotation.

Ms. Liza Sahni aged 37 years is a Non-Executive Independent Director of the company. She is a fellow member of Institute of Company Secretaries of India and she is having more than 13 years of experience in the field of Corporate Compliances and management. She was appointed as an Additional Director of the Company with effect from April 19, 2023. Later on, her designation was changed to Non-Executive Independent Director for a period of 5 year w.e.f. September 30, 2023.

Mr. Vineet Bhatia aged 56 years is a Non-Executive Independent Director of the company. He is an Advocate since 1992. He has more than 32 years of experience in handling legal matters and has been practising as an Advocate in Delhi. He was appointed as an additional Non-Executive Independent Director of the Company with effect from November 24, 2023. Later on, his designation was changed to Non-Executive Independent Director for a period of 5-year w.e.f. November 24, 2023 to November 23, 2028 in Extra Ordinary General Meeting held on April 25, 2024.

The Board of Directors has decided to pay sitting fees to Ms. Liza Sahni, Non-Executive Independent Directors of 15000/- for every Board and 15000/- for every committee meeting attended vide board resolution dated April 19, 2023.

The shareholding of our directors as on the date of this Red Herring Prospectus is as follows:

The Executive director of the company may be deemed to be interested to the extent of fees, payable to them for attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws.

The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by the issuer company with any company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations. Executive Director is interested to the extent of remuneration paid to them for services rendered to the company and also payment of interest on unsecured loan and lease rent.

Except as stated under "Annexure V Note 19: Related Party Disclosure" under Chapter titled "Restated Financial Information" beginning on page 199 of the Red Herring Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Red Herring Prospectus in which our directors are interested directly or indirectly.

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges.

As on date of this Red Herring Prospectus , as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedules of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavours to comply with the good corporate governance and accordingly certain exempted regulations have been compiled by our Company.

Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Currently our Board is consisting of 4 (Four) directors including 1 (one) Executive Director, 1 (one) non-executive & 2 (two) Independent Directors.

Composition of Board of Directors is set forth in the below mentioned table:

Our company has constituted the following Committees of the Board:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee:

Details of composition, terms of reference etc. of each of the above committees are provided hereunder:

1. Audit Committee:

The Audit Committee was constituted by way of resolution passed by our Board on December 07, 2023, pursuant to section 177 of the Companies Act, 2013.

The constitution of the Audit Committee is as follows:

Further, our Company Secretary and Compliance Officer of our Company shall act as a secretary to the Audit Committee.

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

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

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

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to: a. Matters required being included in the Directors Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management;

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

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

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

7. Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process.

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

9. Scrutiny of inter-corporate loans and investments.

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

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

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors. 18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 20. To overview the Vigil Mechanism of the Company and took appropriate actions in case of repeated frivolous complaints against any Director or Employee.

21. Implementation of Indian Accounting Standards as and when they become(s) applicable to the Company. 22. Monitoring the end use of funds raised through public offers and related matters 23. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders.

24. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary if any, whichever is lower including existing loans / advances / investments. The Audit Committee shall mandatorily review the following information:

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

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

3. Internal audit reports relating to internal control weaknesses.

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. Statement of deviations: a) Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32 (7).

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

? To secure attendance of outsiders with relevant expertise, if it considers necessary.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Audit Committee, reasons for disagreement shall have to be minuted in the Board Meeting and the same has to be communicated to the shareholders. The chairman of the committee has to attend the Annual General Meetings of our Company to provide clarifications on matters relating to the audit. The audit committee shall meet as often as necessary subject to minimum 2 times in financial years. The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to minimum two Independent Director shall present at the Meeting.

2. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted by way of resolution passed by our Board on December 07, 2023 in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. The constitution of the Nomination and Remuneration Committee is as follows:

Further, our Company Secretary and Compliance Officer of our Company shall act as a secretary to the Nomination and Remuneration Committee.

The terms of reference of the Nomination and Remuneration Committee not limited to but includes:-

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. 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: a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) Consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board; 4. devising a policy on diversity of board of directors;

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 of directors their appointment and removal; 6. 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. 7. recommend to the board, all remuneration, in whatever form, payable to senior management;

8. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time. The Committee is required to meet at least once in financial year. The quorum necessary for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members, whichever is higher.

3. Stakeholders Relationship Committee:

Our Company at its Board Meeting held on December 07, 2023 has approved the constitution of the Stakeholders Relationship Committee in compliance with the provisions of the Section 178(5) and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.

The constitution of the Stakeholders Relationship Committee is as follows:

Further, our Company Secretary and Compliance Officer of our Company shall act as a secretary to the Stakeholders Relationship Committee.

The terms of reference of the Stakeholders Relationship Committee shall be as under:

1. Resolving the grievances of the security holders of the company 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;

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

3. 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;

4. 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;

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

The Stakeholders Relationship Committee shall meet as and when require to discuss and approve the items included in its role. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is higher.

4. Corporate Social Responsibility Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 135 of the Companies Act, 2013, as applicable, in its meeting held on April 02, 2024 constituted Corporate Social Responsibility Committee. The constitution of the Corporate Social Responsibility Committee is as follows:

Our Company Secretary and Compliance officer shall act as the secretary of the Committee.

The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act, and its terms of reference are as disclosed below:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII of the Companies Act, 2013 and rules made thereunder;

2. To recommend the amount of expenditure to be incurred on the CSR activities.

3. To monitor the Corporate Social Responsibility Policy of the company from time to time and implementation of framework of CSR Policy.

4. To carry out any other function as mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.

5. The CSR Committee shall arrange to provide all required inputs to undertake CSR activities and shall review all Social initiatives. The CSR committee shall update the Board of Directors on periodically. The quorum necessary for a meeting of the Corporate Social Responsibility Committee is one third of total members of the Corporate Social Responsibility Committee or 2 members, whichever is higher.

1. Any members of this Committee may be removed or replaced by the Board of Directors at any time, by giving reasons thereof.

2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this Committee.

The Management Organization Structure of the company is depicted from the following chart:

The Key Managerial Personnel of our Company other than our Executive Director are as follows:

The Senior Managerial Personnel of our Company other than our Executive Director and Key Managerial Personnel are as follows:

Currently, Our Company does not have any bonus or profit-sharing plan for our Key Managerial personnel. In future, Discretionary bonus may be paid as may be decided by Nomination and Remuneration Committee/Board of Directors, depending upon the performance of the Key Managerial Personnel, working of the Company and other relevant factors subject to Maximum of annual salary within the limits laid down under Para A of Section II of Part II of Schedule V of the Companies Act, 2013.

The following are the changes in the Key Management Personnel in the last three years preceding the date of filing this Red Herring Prospectus, otherwise than by way of retirement in due course.

As on the date of filing of Red Herring Prospectus, our company does not have any ESOP Scheme for its employees.

There is no any existing relationship between Key Management Personnel as on date of filing Red Herring Prospectus.

Except the statutory payments made by our Company, in the last two years, our company has not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-salary amount or benefit to any of its officers. Notes:? All the key managerial personnel mentioned above are on the payrolls of our Company as permanent employees.

? There is no arrangement / understanding with major shareholders, customers, suppliers or others pursuant to which any of the above-mentioned personnel have been recruited.

? None of our Key Managerial Personnel has been granted any benefits in kind from our Company, other than their remuneration.

? Except as disclosed below, None of our Key Managerial Personnel has entered into any service contracts with our no benefits are granted upon their termination from employment other that statutory benefits provided by our company and further, our Company has appointed certain Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary and Compliance officer for which our company has not executed any formal service contracts; although they are abide by their terms of appointments.

Except as disclosed below, none of the Key Managerial Personnel hold any Equity Shares of our Company as on the date of this Red Herring Prospectus.

Promoter of Our Company are Mr. Yashpal Singh Yadav and M/s. Anya Agro & Fertilizers Private Limited. For details of the Capital build-up of our Promoter, see chapter titled "Capital Structure" beginning on page no. 63 of this Red Herring Prospectus. The details of our Promoter are as follows:

Anya Agro & Fertilizers Private Limited (AGFPL) was incorporated as a Private Limited company on February 24, 2010 under the erstwhile Companies Act, 1956 bearing CIN U01122DL2010PTC199492. The registered office of AGFPL is situated at S-2, Level, Upper Ground Floor, Block E, International Trade Tower, Nehru Place, New Delhi, Delhi-110019. b) Main Object of the AGFPL:

1. To do all activities related to floriculture, horticulture, food processing and poultry products & to set up mixing plaints. Farms, agriculture houses, orchards, gardens, nurseries and to deal in, purchase, manufacture, import and export fertilizers, plants, all kinds of agricultural products & commodities etc.

2. To carry on the business of farming, floriculture, horticulture, sericulture, diaries, cultivator of all types of food grains seeds, fruits, traders, exporters, importers and dealers in products of farming, dairy, horticulture, floriculture, sericulture and pisciculture and fishing. To provide consultancy in the field of floriculture, horticulture, food processing, fertilizers and poultry products.

3. To cultivate any commercial crops like tea, coffee, cinchona, rubber and other forest produce or any other cereal or grains and for that purpose, to purchase, to purchase take on lease or otherwise acquire ay land or plantation or estates and to work, develop and to maintain the same and render marketable any such produce and to sell dispose of and deal in such produce either in its prepared, manufactured or raw state.

4. To carry on an or any of the trades and business of armers, grazlers, marks gardeners, arboriculturists, horticultural, fruits, vegetables, herbs, medicines, flowers and other fresh and preservable products and to extract by products and derivatives and to manufacture, buy, sell, import, export and to deal in organic and inorganic chemicals, fertilizers, chemical compounds, chemical products, acids, alkalis, petro chemicals, chemical medicines, drugs, pharmaceutical, antibiotics, tanning, tanning extracts, essences, solvents of all types, dyes dyestuffs, intermediaries, disinfectants, insecticides, fungicides, deodorants, bio chemicals and sizing and bleaching.

5. To acquire by purchase, lease, exchange, hire or otherwise, lands, fields, tracks, sites and properties of any tenure of any interest in the same for cultivation, farming, plantation, transplantation, growing, promoting, nursing, grafting and budding and to bring up, cultivate, lend, manage, rear, care, manipulates, nurse, protect, save, preserve, watchfully, skill fully and economically all sorts of crops, plants, trees, grass, leaves, medicinal herbs, setting into grounds for growth and vegetation and all other cultivable products

6. To cultivate, grow or deal in ant farming, foresteries, nurseries, trees, orchards, agricultural cash crops, fruit products, vegetables, bee keeping, horticulture gardening and to produce, manufacture, process, prepare, refine, extract manipulate, hydrolize, deodorize, grind, bleach, hydrogenate, seasoning, buy, sell or otherwise deal in all kinds of agricultural, seed men, nursery men and to buy, sell and trade in any of the above business or any other business inclusive of staple foods or any substitute for any of them and also preparation of any naturae and description associates with the farming interests. c) AGFPL is promoted by Mr. Yashpal Singh Yadav and Sinisa Saksarut. d) There has been no change in the business of AGFPL since its incorporation. As on the date of this Red Herring Prospectus AGFPL holds 2,70,55,435 equity shares, representing 30.74% of the pre-issued, subscribed and paid-up equity share capital of our company. e) Board of Directors:

As on the date of this Red Herring Prospectus, the board of directors of AGFPL is as follows:

As on the date of this Red Herring Prospectus, the shareholding of AGFPL is as follows:

g) Change in control of AGFPL: There has been no change in the control of AGFPL during the last 3 years preceding the date of this red herring prospectus.

We declare and confirm that the details of the permanent account numbers, bank account numbers, passport numbers, Aadhar card number and Driving Licence number of our Promoter are being submitted to the NSE, stock exchange on which the specified securities are proposed to be listed along with filing of this Red Herring Prospectus with the Stock Exchange.

There has been no change in control or management of the issuer in last five years.

Except as stated in "Annexure V Note 19: Related Party Disclosure" under section "Restated Financial Information" beginning from page no. 199 of this Red Herring Prospectus and to the extent of compensation, remuneration/ sitting fees to be paid, Perquisites to be given, reimbursement of expenses to be made in accordance with their respective terms of appointment, rent paid to him and to the extent of their shareholding and benefits, if any, arise on the shareholding, our Promoter do not have any other interest in our business.

Further, our Promoter may be deemed to be interested to the extent of the payments made by our Company, if any, to the Group entities and payment to be made by our Company to the Group Entities. For the payments that are made by our Company to certain Group entities, please refer "Annexure V Note 19: Related Party Disclosure" under section "Restated Financial Information" beginning from page no. 199 of this Red Herring Prospectus.

Our Promoter, Directors or Group Companies do not have any interest in any property acquired by our Company in the preceding three years before filing this Red Herring Prospectus. Further, they do not have any interest in any property to be acquired by our Company till the date of this Red Herring Prospectus.

Excepted as otherwise as stated in this Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding three years from the date of this Red Herring Prospectus in which Promoter is directly or indirectly interested.

Except as stated in the section "Annexure V Note 19: Related Party Disclosure" under section "Restated Financial Information" beginning from page no. 199 of this Red Herring Prospectus, there has been no payment of benefits made to our Promoter in the two years preceding the filing of this Red Herring Prospectus. Further, our Company may enter into transaction with or make payment of benefit to the Promoter Directors or Promoters' Group, towards remunerations as decided by Board of Directors.

Our Company and Promoter confirmed that they have not been declared as wilful defaulters or Fraudulent Borrowers or by the RBI or by any other government authority and there are no violations of securities laws committed by them in the past or are currently pending against them or restraining period are continued. Further, our Promoter, Promoter group or directors have not been directly or indirectly, debarred from accessing the capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities. Additionally, our Promoter, Promoter group or directors do not have direct or indirect relation with the companies, its Promoter and whole-time director, which are compulsorily delisted by any recognized stock exchange or the companies which is debarred from accessing the capital market by the Board. Also, our Promoter or directors are not a fugitive economic offender. We and Our Promoter, Group Entities, and Companies promoted by the Promoter confirm that:

No material regulatory or disciplinary action has been taken by a stock exchange or regulatory authority in the past one year against us;

There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs during the past three years.

The details of outstanding litigation including its nature and status are disclosed in the section title

"Outstanding Litigation and Material Developments" appearing on page no. 217 of this Red Herring Prospectus.

Our Promoter have not disassociated himself from any Company or Firm during the preceding three years.

Mr. Yashpal Singh Yadav, our Promoter does not have any relationship with any Director of the Company within the meaning of Section 2 (77) of the Companies Act, 2013.

In addition to our Promoter named above, the following individuals and entities form a part of the Promoter' Group: a. Natural persons who are part of our Individual Promoter Group:

For further details on our Group Companies refer Chapter titled "Information with respect to Group Companies/Entities" beginning on page no. 232 of this Red Herring Prospectus.

Our Company has 2 (Two) Subsidiaries as on date of this Red Herring Prospectus. Following are the details in this regard:

1. Arawali Phosphate Limited 2. Yara Green Energy Private Limited

Detailed disclosure of financial and other relevant information of our subsidiary are as follows:

1. Arawali Phosphate Limited ("APL") Corporate Information

Arawali Phosphate Limited was originally incorporated as Penguin Plastics Private Limited as a Private Limited Company under the provision of Companies Act, 1956 vide Certificate of Incorporation dated March 01, 1996 bearing registration No. 17- 011667 issued by the Registrar of Companies, Rajasthan, Jaipur. The name of our Company was changed to Arawali Phosphate Private Limited pursuant to a Fresh Certificate of Incorporation consequent on change of name, dated December 28, 1998, issued by the Registrar of Companies, Rajasthan, Jaipur. Subsequently, our Company was converted into a Public Limited Company pursuant to shareholders resolution passed at Extraordinary General Meeting of our Company held on April 17, 1999 and the name of our Company was changed to Arawali Phosphate Limited and a Fresh Certificate of Incorporation consequent upon conversion of company to Public Limited dated April 23, 1999 was issued by Registrar of Companies, Rajasthan, Jaipur. The Corporate Identification number of our Company is U14212RJ1996PLC011667. Arawali Phosphate Limited is a manufacturer of Single Super Phosphate (SSP) Fertilizer, having an annual production existing capacity of 66,000 MT and it has manufactured and supplied Lac of MT fertilizers in the market since year 2000 and a well-established supplier of SSP in the Indian market. Our Company has acquired 9,08,206 fully paid-up equity shares of APL representing 52.57% of the total issued and paid-up equity share capital of APL on a fully diluted basis at price of 25.70 per equity share from Mr. Rajendra Kumar Siyal, Ms. Mansi Jain, Ms. Alisha Siyal, Mr. Shambu Lal Hinger, Ms. Meenakshi Hinger, Ms. Kusum Lata Siyal, and Ms. Sumitra Nenawati, former shareholders of APL on June 10, 2022. Further, APL has issued and allotted to our Company 30,00,000 equity shares against our outstanding unsecured loan of 3,00,00,000 on September 27, 2023. After this allotment, our Company holds 39,08,206 equity shares representing 82.67% of the total issued and paid-up equity share capital of APL on a fully diluted basis.

1. To carry on in India or elsewhere the business of manufacture, produce, process, convert, Single Super Phosphates Fertilizers, TSP Fertilizers and NPK Fertilizers and all type of other Fertilizers, commercialize, control, compound, develop, distribute, derive, discover, pule, handle, release, manipulate, prepare. Promote, supply, import, export, buy, sell, turn to account or to act as agent, broker, concessionaires, consultant, collaborator, job worker or otherwise to deal in all descriptions, characteristics and applications of phosphates, insecticides, pesticides, intermediates including seeds and fertilizers and white phosphorous mercuric chloride, mercurous chloride, phos-phorous sulfochloride, ethylene diamine, ortho phenylene diamine, phosphorous trichloride, trim ethyl phosphate, phosphorous penta sulphide, monotmethylamine, monochloro acetic acid, methyl dibromide, peranitrometa-cregol, tetra hydro phthalic anhydride, metaphenoxy benzaldehyde, butene diol, methyl chloroformate, cumene, mono-methyl-chloro acetoacetamide, chloromethy butyle ether, di-ethyl chloroacetanilide, dimethylamine, parachlorobenzyl cyanide, dimnethyl phosphorochloridothioate and all kinds of other chemical based work and other allied goods, materials and substances.

2. To carry on in, India or abroad the business of searching, inspecting, prospecting, examining, exploring mining, excavating, quarrying, grading, mixing, manipulating, breaking, commercialising, preparing, producing, buying, selling, Importing, exporting, handling, loading, unloading, trafficking, liasioning, stocking, distributing and to take on lease, acquire, purchase, transfer, own and hold mines, mining products, lands or any interest therein and to act as contractor, agent, broker, C and F agent, transporter, consignor, collaborator or otherwise to deal in all types of mining products, minerals, substances and elements like coal, coke, mineral goods, dolomite, bantonite, lignite, soils, clay, sand, ore, stone, powder and other allied products.

As on date of this Red Herring Prospectus, the following are the Directors of Arawali Phosphate Limited:

The shareholding pattern of Arawali Phosphate as on the date of this Red Herring Prospectus is mentioned below:

The brief financial details of Arawali Phosphate Limited derived from its audited financial statements for the period ended June 30, 2024 and Financial Year ended March 31, 2024, 2023 and 2022 are set forth below:

( in lakhs)

Yara Green Energy Private Limited was incorporated under the provision of Companies Act, 2013 vide Certificate of Incorporation dated April 18, 2023 bearing registration No. 180308 issued by the Registrar of Companies, Kanpur. The Corporate Identification Number of our Company is U35105UP2023PTC180308.

1. To carry on all or any of the businesses of storage, suppliers, distributors, sellers and dealers in natural gas and its derivatives including BIO CNG, LPG, CNG, Propane, Fertilizer, Bio. Fertilizer, Liquid Fertilizer Solid Briquettes and any conventional and nonconventional type of energy, to design, fabricate construct, lay, install, operate, use, lease, hire, inspect maintain, improve, enlarge, alter, protect, repair, replace, remove and to carry out works in respect of pipelines and equipment's and facilities related to the operation or use of pipelines and to install in any premises or place and to operate, use, inspect, maintain, repair, replace and remove meters or other devices for assessing the quantity or quality of supplies of gas and for other purposes connected with such suppliers related to gas supplies and distribution project in cities, for use in residential, commercial and automotive sectors and to install terminal points at Retrail Outlets of Oil Companies for supply of CNG and also to set up separate Outlets for exclusive CNG dispensing to automobiles.

2. To purchase, manufacture, process, produce, boil, propane, brew, import, export, buy, sell and generally to deal in all varieties of sugar candy, jaggery, khandasari sugar, sugar beet, sugar cane, molasses, syrups, melada, alcohol, spirits and all products and by-products, thereof such as confectionery, glucose, bagasse boards, paper, paper pulp, alcohol, acetone, carbon-dioxide, hydrogen, potash, cane wax, fertilizers, cattle feed and food products generally.

3. To plant, cultivate, produce and raise and/or get cultivated through others or purchase sugar cane, sorghum, sugar beet sago, palmyra juice and crops or raw materials used in the production of sugar and its products and by-products.

4. To carry on the business of process, produce, Mix, pack, preserve, freeze, extract refine, manufacture, import, export, buy, sell, trade and deal in processed foods, health foods, protein foods, food products, agro foods, fast foods, packed foods, poultry products, sea foods, milk foods, health and diet drinks, extruded foods, frozen foods, dehydrated foods, precooked foods, canned foods, preserved foods, bakery products and confectionery items such as breads, biscuits, sweets, cakes, pastries, cookies, wafers, condoles, lemon drops, chocolate, toffees, tinned fruits, chewing gur& bubble gurn, detergents, tea and coffee, vegetables, fruits, jams, jelly, pickles, squashes, sausages, nutrient, health and diet foods / drinks, extruded foods, confectionery items, sweets, cereals products and any other food products in and outside India.

5. To carry in India or elsewhere the business to process., prepare, disinfect, fennentate, compound, mix, clean wash, concentrate, crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate, boil, sterilize, improve, extract refine, buy, sell, resale, import, export, barter, transport, store, forward, distribute, dispose, develop, handle, manipulate, consultant, collaborator, adatia, stockists, liasioner, middleman, export house, job worker or otherwise to deal in all types, descriptions, tastes, uses and packs of consumer food items, there by products, ingredients, derivatives, residues, including foods and vegetables, packed foods, powders, pastes, liquids, drinks, beverages, juices, jams, jelly, squashes, pickles, sausages, concentrates, extracts, essences, flavors, syrups, sarbats, flavoured drinks, cream, cheese, butter, biscuits, breads, cakes, pastries, confectionery, sweets, chocolates, toffees, fun foods, breakfast foods, dietic products, strained baby foods, instant foods, cereal products, table delicacies and all other items whether natural, artificial or synthetic.

6. To carry on the business of processing, farming, manufacturing, distributorship, agency, broker, factors, stockiest, importer and otherwise deal in all kinds of organic and inorganic foods products and drinking products, mineral water, soft drinks, aerated mineral water, fruit drinks, artificial flavoured drinks, condensed milk and drinking products of all kinds and other consumable provision of every description for human consumption.

7. To carry on the business of hotel, restaurant, and snack bars and catering; and

8. To import and export of all kinds and types of food products and drinks.

As on date of this Red Herring Prospectus, the following are the Directors of Yara Green Energy Private Limited:

The shareholding pattern of Yara Green Energy Private Limited as on the date of this Red Herring Prospectus is mentioned below:

Yara Green Energy Private Limited was incorporated under the provision of Companies Act, 2013 vide Certificate of Incorporation dated April 18, 2023. The brief financial details of Yara Green Energy Private Limited derived from its Audited financial statements for period ended June 30, 2024 and financial year ended March 31, 2024 are set forth below:

( in lakhs)

Our Subsidiaries are not a sick company nor is under winding up/insolvency proceedings.

Our Subsidiaries has not become defunct under the Companies Act and applicable Act and no application has been made to any regulatory bodies for striking off their name during the five years preceding the date of filing of this Red Herring Prospectus.

Subsidiaries are engaged in business activities similar to that of our Company. We shall adopt the necessary procedures and practices as permitted by law to address any conflict situation as and when they arise.

There are no accumulated profits or losses of our Subsidiaries, not accounted for, by our Company as on the date of the Red Herring Prospectus.