Premium Plast Ltd

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 three (3) and not more than fifteen (15). As on date of this Draft Red Herring Prospectus, we have five (5) Directors on our Board, which includes one (1) Managing Director, two (2) Non-executive Directors and two (2) Independent Directors. Our Company has two women directors, who are appointed as Non-Executive Director and Independent Directors, respectively.

Set forth below, are details regarding our Board as on the date of this Draft Red Herring Prospectus:

Chetan Nagendra Dave, aged 55 years, is one of the Promoters, Managing Director of our Company. He holds a diploma in plastic engineering from Board of Technical Examination, Maharashtra State. He also attended Indian Society for Technical Education to pursue a course on quality management. He has been associated with our Company since April 30, 2006. Presently, he heads product development, business development and customer relations divisions of our Company and has played an instrumental role in expanding our product portfolio, clientele and market reach. He has vast knowledge and experience in the field of manufacturing and product development for over 18 years.

Dr. Lopa Chetan Dave, aged 53 years, is one of the Promoters and Non-Executive Director of our Company. She holds a bachelor's degree in homoeopathic medicine and surgery from University of Bombay. She also has received a certificate of registration from Maharashtra Council of Homoeopathy, Mumbai certifying that she has been duly registered under the Mumbai Homoepathic Practitioner's Act, 1959. She has more than three decades of years of experience in the field of homeopathy.

Uday Devendra Sanghvi, aged 55 years, is a Non-Executive Director of our Company. He does not hold any formal educational qualification. He has been associated with our Company since March 16, 2021. He is a partner at Daybreak Technologies and has more than a decade of experience in engineering of products.

Keyur Atul Shah, aged 30 years, is an Independent Director of our Company. He holds bachelor's degree in commerce from University of Mumbai. He is a partner at Vyavsayik Consultancy LLP and has more than 5 years of experience in financial consultancy and management consultancy. He has been associated with our Company since April 5, 2024.

Unnati Vishnubhai Zala, aged 25 years, is an Independent Director of our Company. She holds bachelor's degree in commerce from University of Mumbai. Currently, she is associated with Vyavsayik Consultancy LLP in the capacity of Secretarial Compliance Consultant and has more than 5 years of experience in secretarial compliance. She has been associated with our Company since April 5, 2024.

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers. B. Neither Promoters nor 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) during his/her tenure. 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 undertakenwith 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.

Except for Chetan Nagendra Dave, who is the spouse of Dr. Lopa Chetan Dave, none of our Directors are related to each other.

None of our Key Managerial Personnel, Senior Management or Directors have been appointed pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which any of the directors was selected as a director or member of senior management. We confirm that there are no conflict of interest between the suppliers of raw materials and third party service providers (crucial for operations of our Company) and our Company, Key Managerial Personnel and Directors.

Except as stated otherwise in this Draft Red Herring Prospectus and any statutory payments made by our Company, no non-salary amount or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any of our Company's officers except remuneration of services rendered as Directors, officers or employees of our Company.

Other than the statutory benefits that the KMPs are entitled to, upon their retirement, Directors and the Key Managerial Personnel of our Company have not entered into any service contracts pursuant to which they are entitled to any benefits upon termination of employment or retirement.

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. Our Company has, pursuant to special resolution passed at the Extra-ordinary General Meeting held on June 10, 2024 resolved that in accordance with the provisions of the Companies Act, 2013, our Board is authorised to borrow, from time to time, such sum or sums of moneys as the Board which together with the moneys already borrowed by our Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), may exceed at any time the aggregate of the paid-up capital of our Company, its free reserves and securities premium of our Company, that is to say, reserves not set apart for any specific purpose, provided that the total amount of money/moneys borrowed by the Board of Directors and outstanding at one time shall not exceed 20,000 lakhs.

Pursuant to a resolution passed by the Board of Directors at the meeting held on June 30, 2019 and approved by the Shareholders of our Company at an EGM held on September 30, 2019, Chetan Nagendra Dave was designated as the Managing Director of our Company for a period of three (3) years with effect from July 1, 2019. Pursuant to a resolution passed by the Board of Directors at the meeting held on June 8, 2024 and approved by the Shareholders of our Company at the EGM held on June 10, 2024, Chetan Nagendra Dave was re-appointed as the Managing Director of our Company for a further period five (05) years with effect from July 1, 2024 (i.e., end on his present tenure) until June 30, 2029. Further, the said meeting, the terms of remuneration, including his salary, allowances and perquisites were approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder. The terms of remuneration of our Managing Director have been summarized below:

The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2024 is as follows:

Our Board of Directors in their meeting held on June 8, 2024 have fixed 10,000/- as sitting fee for Independent Directors, for attending meetings of the Board of Directors and its committees.

Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years or is intended to be paid or given to any of the Executive Directors except the normal remuneration for services rendered as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to any of our Directors.

1) Chetan Nagendra Dave 1,08,71,582 79.06

2) Dr. Lopa Chetan Dave 21,93,518 15.95

* Our Articles of Association do not require our Directors to hold any qualification Equity Shares in the Company.

Chetan Nagendra Dave and Dr. Lopa Chetan Dave are the Promoters of our Company and therefore are interested in our Company to the extent (i) that they have promoted our Company; (ii) their shareholding in our Company; (iii) the dividends payable thereon; and (iv) any other distributions in respect of their shareholding in our Company.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in which our Promoters hold shares, or (ii) in which our Promoters are partners or directors; or (iii) which are controlled by our Promoters. For further details of interest of our Promoters in our Company, see "Financial Statements- Restated Financial Statements Notes to Restated Financial Statements - Related Party Transactions" on page 190.

Our Directors, Chetan Nagendra Dave and Dr. Lopa Chetan Dave are co-borrowers in certain loans availed by our Company from secured lenders. Further, Chetan Nagendra Dave has extended unsecured loans to our Company, which are presently pending. For details, please see "Financial Statements" and "Financial Indebtedness" on page 190 and 217, respectively in this Draft Red Herring Prospectus,

Our Company has taken on lease its branch office from its Directors, Chetan Nagendra Dave and Dr. Lopa Chetan Dave. Accordingly, our Directors shall be deemed to be interested to the extent of rent payable to them pursuant to such arrangement. For further details, please see "Our Business Land and Property" on page 151 of this Draft Red Herring Prospectus. Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration paid to our see "Terms of appointment and remuneration of our Executive Directors" above. Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners 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 this Issue. Except as disclosed in "Financial Information" and "Our Promoters and Promoter Group" beginning on Page Nos. 190 and 184, respectively of this Draft Red Herring Prospectus, our Directors are not interested in any other company, entity or firm. Except as stated in "Financial Statements- Restated Financial Statements Notes to Restated Financial Statements -

Related Party Transactions" on page 190 of this Draft Red Herring Prospectus, our Directors do not have any other interest in the business of our Company.

Except as mentioned in "Our Business - Land and Property" and "Financial Statements- Restated Financial Statements

Notes to Restated Financial Statements - Related Party Transactions" on page 151 and 190 of this Draft Red Herring Prospectus our Directors do not have any interest in any property acquired or proposed to be acquired by our Company.

None of our Directors are a party to any bonus or profit sharing plan.

Except as disclosed below, there have been no changes in our Board during the last three years.

Management Organization Structure

Set forth is the management organization structure of our Company:

As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time, as on date of this Draft Red Herring Prospectus, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to our Company. In additions to the applicable provisions of the Companies Act, 2013 will be applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. However, our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director o n our Board, constitution of an Audit Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations: a) Audit Committee; b) Stakeholders' Relationship Committee; c) Nomination and Remuneration Committee; and d) Corporate Social Responsibility Committee.

Details of each of these committees are as follows:

The Audit Committee was constituted vide Board resolution dated June 8, 2024 pursuant to Section 177 of the Companies Act, 2013. As on the date of this Draft Red Herring Prospectus, the Audit Committee comprises of:

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

The Audit Committee shall have powers, including the following: 1. to investigate any activity within its terms of reference; 2. to seek information from any employee;

3. to obtain outside legal or other professional advice;

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

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

The role of the Audit Committee shall include the following:

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

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

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

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

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

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

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

b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings;

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

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

(8) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the Issue document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board of directors of the

Company (the "Board" or "Board of Directors") to take up steps in this matter;

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

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

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

(12) valuation of undertakings or assets of the Company, wherever it is necessary;

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

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

(15) 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;

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

(17) 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

(18) 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;

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

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

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

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

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

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

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

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

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

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

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

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;

5. Statement of deviations in terms of the SEBI Listing Regulations: a. 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 b. annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of the SEBI Listing Regulations. 6. review the financial statements, in particular, the investments made by any unlisted subsidiary;

7. Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.

The Audit Committee shall meet at least four times a year with maximum interval of four months between two meetings, and shall have the authority to investigate into any matter in relation to the items specified under the terms of reference or such other matter as may be referred to it by the Board and for this purpose, shall have full access to information contained in the records of the Company and shall have power to seek information from any employee, obtain external professional advice, and secure attendance of outsiders with relevant expertise if necessary.

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on June 8, 2024. As on the date of this Draft Red Herring Prospectus the Nomination and Remuneration Committee comprises of:

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

The Nomination and Remuneration Committee shall be responsible for, among other things, the following, in supersession of the previous terms of reference of the Nomination and Remuneration Committee:

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

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

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

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

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

(4) Devising a policy on Board diversity;

(5) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out evaluation of every director's performance (including independent director);

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

(7) Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

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

(9) Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary;

(10) Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;

(11) Reviewing and approving the Company's compensation strategy from time to time in the context of the then current

Indian market in accordance with applicable laws;

(12) Perform such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if applicable;

(a) To administer the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan ("ESOP Scheme") including the following:

a. determining the eligibility of employees to participate under the ESOP Scheme; b. determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate; c. date of grant; d. determining the exercise price of the option under the ESOP Scheme; e. the conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct; f. the exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period; g. the specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee; h. the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period; i. re-pricing of the options which are not exercised, whether or not they have been vested if stock option rendered unattractive due to fall in the market price of the equity shares; j. the grant, vest and exercise of option in case of employees who are on long leave; k. allow exercise of unvested options on such terms and conditions as it may deem fit; l. the procedure for cashless exercise of options; m. forfeiture/ cancellation of options granted; n. formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration: the number and the price of stock option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action; for this purpose, follow global best practices in this area including the procedures followed by the derivative markets in India and abroad may be considered; and the vesting period and the life of the option shall be left unaltered as far as possible to protect the rights of the employee who is granted such option.

(13) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme.

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

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

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.

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

(16) To consider any other matters as may be requested by the Board; and

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

The committee is authorised by the Board to:

(a) investigate any activity within its terms of reference;

(b) seek any information from any employee of the Company or any associate or subsidiary, joint venture Company in order to perform its duties and all employees are directed by the Board to co-operate with any request made by the Committee; and (c) call any director or other employee to be present at a meeting of the Committee as and when required.

(18) If the Committee considers it necessary so to do it is authorised to obtain appropriate external advice including but not limited to legal and professional advice to assist it in the performance of its duties and to secure the services of outsiders with relevant experience and expertise and to invite those persons to attend at meetings of the Committee. The cost of obtaining any advice or services shall be paid by the Company within the limits as authorised by the Board.

As required under the SEBI (LODR) Regulations, the Nomination and Remuneration Committee shall meet at least once in a year. The quorum of the meeting shall be either two members or one third of the members of the committee whichever is greater, including one independent director in attendance. The Chairperson of the committee shall be present at the annual general meeting to answer queries of security holders.

The Stakeholders‘ Relationship Committee has been formed by the Board of Directors, at the meeting held on June 8, 2024. As on the date of this Draft Red Herring Prospectus the Stakeholders' Relationship Committee comprises of:

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

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of annual report or balance sheet, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

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

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

(4) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time

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

(6) 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;

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

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

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

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

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

The Stakeholders Relationship Committee shall meet at least once in a year.

The Chairperson of the Stakeholders Relationship Committee shall be present at general meetings of the Company, or in the absence of the Chairperson, any other member of the Stakeholders Relationship Committee authorised by the Chairperson in this behalf.

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on June 8, 2024. As on the date of this Draft Red Herring Prospectus the Corporate Social Responsibility Committee of:

The Corporate Social Responsibility Committee be and is hereby authorised to perform the following functions:

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

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

(c) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;

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

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

(f) 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;

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

(i) the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Companies Act; (ii) the manner of execution of such projects or programmes as specified in the rules notified under the Companies Act; (iii) the modalities of utilisation of funds and implementation schedules for the projects or programmes; (iv) monitoring and reporting mechanism for the projects or programmes; and (v) details of need and impact assessment, if any, for the projects undertaken by the Company;

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

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

In addition to our Managing Director whose details have been provided under paragraph above titled ‘Brief Profile of our Directors', set forth below are the details of our Key Managerial Personnel as on the date of filing of this Draft Red Herring Prospectus:

Vijay Kripashankar Vishwakarma, aged 38 years, is the Chief Financial Officer of our Company. He attended

University of Mumbai to pursue bachelor's degree in commerce. In the past, he was associated Arin Infrastructure Private Limited in the capacity of a senior accountant. He has experience of more than 4 years in the field of accounting and finance. He has been associated with our Company since April 1, 2024, and therefore has not received any remuneration in the preceding Fiscal.

Rohit Shyamsunder Sharma, aged 30 years, is the Company Secretary and Compliance Officer of our Company. He holds a bachelor's degree in commerce from University of Mumbai. He is an associate member of the Institute of Company Secretaries of India. In the past, he was associated with Pramod S. Shah & Associates in the capacity of associate, where he gained experience in managing compliance under the SEBI Listing Regulations; with Monedo Financial Services Private Limited in the capacity of manager- secretarial & compliance. He has experience of more than 4 years in the field of secretarial and corporate law compliances. He has been associated with our Company since April 1, 2024, and therefore has not received any remuneration in the preceding Fiscal.

All our Key Managerial Personnel are permanent employees of our Company.

Apart from our Managing Directors, Chief Financial Officer and Company Secretary and Compliance Officer, whose details have been provided under paragraph above titled ‘Brief Profile of our Directors' and ‘Our Key Managerial Personnel', set forth below are the details of our Senior Managerial Personnel as on the date of filing of this Draft Red Herring Prospectus: Aditya Sthapak, aged 32 years, is QA Manager of our Company. He holds diploma in mechanical engineering from

Government Polytechnic College, Harda. He also attended Dr. A P J Abdul Kalam University, Indore to pursue bachelor's degree in engineering. In the past, he was associated with Rotex Automation Limited in the capacity of assistant manager. He was previously associated with our Company as well, during the period January 2013 to April 2018 in the capacity of an assistant manager quality assurance. He re-joined our Company with effect from October 18, 2021. He has experience of more than a decade in quality inspection and technical research. He has received a remuneration of 92.39 lakhs during the Fiscal 2024. Biswabhushan Panda, aged 43 years, is new product development- Manager of our Company. He holds diploma in plastic mould technology and a post diploma in plastic mould technology from Central Institute of Plastic Engineering & Technology. He has been associated with our Company since October 8, 2014. He has experience of more than 9 years in designing and product development. He has received a remuneration of 12.86 lakhs during Fiscal 2024. J Aman D Souza, aged 51 years, is Manager- Operations of our Company. He holds bachelor's diploma degree in mechanical engineering from D. A. V. G. (Government) Polytechnic, Chikmagalur. In the past, he was associated with Service Syndicate in the capacity of plant manager and with Shah Engineering in the capacity of tool room supervisor. He has experience of more than a decade in manufacturing, handling tool room and managing plant. He has been associated with our Company since March 1, 2024 and has received a remuneration of 1.00 lakh during Fiscal 2024.

Neeraj Sharma, aged 52 years, is Chief Operating Officer of our Company. He holds bachelor's degree in science from the Birla Institute of Technology & Science. He also holds master's degree in business administration from Devi Ahilya

Vishwavidyalaya, Indore and polytechnic in mechanical engineering from Madhya Pradesh Takniki Shiksha Mandal. In the past, he was associated with AVTEC Limited in the capacity of Dy. Manager G2; with Bharti Infratel Limited in the capacity of Manager- Opex; with DB Corp Limited in the capacity of Chief General Manager- Finance & Accounts; with Escorts Construction Equipment Limited in the capacity of Manager- Project; with Eicher Motors Limited in the capacity of deputy manager- engineering & projects; with Jio Infocomm Limited in the capacity of Lead (DGM)- Procurement and Contracts; with Sterlite Technologies Limited in the capacity of Associate General Manager -Supply Chain Management. He has vast experience of more than three decades in supply chain management, finance & accounting, engineering and procurement & contracts. He has been associated with our Company since April 1, 2024, and therefore has not received any remuneration in the preceding Fiscal. Rakesh M Lad, aged 50 years, is development manager of our Company. He attended K. B. P. Polytechnic in electronics and tele communications. In the past, he was associated with V.M. Industrial Corporation in the capacity of production in charge. He has been associated with our Company since April 2, 2022. He has experience of more than five years in production, product designing and maintenance. He has received a remuneration of 10.56 lakhs during Fiscal 2024.

In addition to the disclosure made under the heading "Relationship between our Directors", none of our Key Managerial Personnel and Senior Management are related to each other or to any of our Directors.

None of the Key Management Personnel and Senior Management hold shareholding in our Company.

None of our Key Managerial Personnel and Senior Management is a party to any bonus or profit sharing plan.

Except as disclosed in this Draft Red Herring Prospectus, no amount or benefit has been paid or given within two preceding years or is intended to be paid or given to any of the Key Managerial Personnel and Senior Management except the normal remuneration for services rendered by them. Additionally, there is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Management.

Except as disclosed in this Draft Red Herring Prospectus, none of our Key Managerial Personnel and Senior Management have any interest in our Company other than to the extent of the remuneration, equity shares held by them or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Key Managerial Personnel and Senior Management have been appointed.

In addition to the changes specified under "Changes in our Board during the Last Three Years", set forth below, are the changes in our Key Managerial Personnel in the last three years immediately preceding the date of filing of this Draft Red Herring Prospectus:

The attrition of the Key Management Personnel and Senior Management is as per the industry standards.

As on date of this Draft Red Herring Prospectus, our Company does not have any employee stock option plan or purchase schemes for our employees.

Our Company has not granted any loans to the Directors and/or Key Management Personnel and Senior Management as on the date of this Draft Red Herring Prospectus.

OUR PROMOTERS AND PROMOTER GROUP Our Promoters

The Promoters of our Company are Chetan Nagendra Dave and Dr. Lopa Chetan Dave.

The details of the shareholding of our Promoters, as on date of this Draft Red Herring Prospectus has been provided below:

For details, please see "Capital Structure Shareholding of our Promoters" on page 72.

Details of our Promoters are as follows:

Chetan Nagendra Dave, aged 55 years, is one of the Promoters and Managing Director of our Company. He resides at 7^th Floor, 702, Ponam Baug, CHS LTD, A Wing, Plot No 241, Nariman Road, Vile Parle East, Near Jain Mandir, Mumbai - 400 057, Maharashtra, India.

The Permanent Account Number of Chetan Nagendra Dave is AABPD3272G.

For complete profile of Chetan Nagendra Dave, along with details of his date of birth, educational qualifications, professional experience, business and financial activities, positions/ posts held in the past and other directorships and special achievements, please see "Our Management" on page 168.

Dr. Lopa Chetan Dave, aged 54 years, is one of the Promoters and Non-Executive Director of our Company. She resides at 7^th Floor, 702, Ponam Baug, CHS LTD, A Wing, Plot No 241, Nariman Road, Vile Parle East, Near Jain Mandir, Mumbai - 400 057, Maharashtra, India.

The Permanent Account Number of Dr. Lopa Chetan Dave is AICPD5595M.

For complete profile of Dr. Lopa Chetan Dave, along with details of her date of birth, educational qualifications, professional experience, business and financial activities, positions/ posts held in the past and other directorships and special achievements, please see "Our Management" on page 168.

Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhaar card numbers and driving license numbers of our Promoters, shall be submitted to the Stock Exchange at the time of filing of this Draft Red Herring Prospectus.

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

Other ventures of our Promoters

Our Promoters are involved in other ventures and business activities in different capacities as listed below:

Except as stated above and except as disclosed in " Promoter Group" below and in "Our Management" on pages 186 and 168, our Promoters are not involved in any other ventures.

(a) Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; (ii) their shareholding in our Company; (iii) the dividends payable thereon; and (iv) any other distributions in respect of their shareholding in our Company.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in which our Promoters hold shares, or (ii) in which our Promoters are partners or directors; or (iii) which are controlled by our Promoters. For further details of interest of our Promoters in our Company, see "Financial Statements- Restated Financial Statements Related Party Transactions" on page 190.

(b) Further, Chetan Nagendra Dave and Dr. Lopa Chetan Dave, are also interested in our Company in the capacity of Managing Director and Non-Executive Director, respectively, and may be deemed to be interested in the remuneration or sitting fee payable to them and the reimbursement of expenses incurred by them in the said capacity. For further details, see "Our Management" on page 168. For further details of interest of our Promoters in our Company, see

" Financial Statements- Restated Financial Statements Related Party Transactions" on page 190.

(c) Except as disclosed in "Financial Statements" and "Financial Indebtedness" on page 190 and 217, respectively in this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group have (i) not extended any personal guarantees and (ii) have not provided their personal properties, for securing the repayment of the bank loans obtained by our Company.

(d) Except for the interest held by our Promoters in our Promoter Group entities, our Promoters do not have any interest in any venture that is involved in activities similar to those conducted by our Company.

(e) No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested, in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as a director or Promoter or otherwise for services rendered by the Promoters, or by such firm or company, in connection with the promotion or formation of our Company.

(f) Except as disclosed in "Financial Statements- Restated Financial Statements Related Party Transactions" on page 190, there has been no payment or benefits by our Company to our Promoters during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters as on the date of this Draft Red Herring Prospectus.

(g) We confirm that there are no conflict of interest between the suppliers of raw materials and third party service providers (crucial for operations of our Company) and our Promoters and Promoter Group.

Our Promoters do not have any interest in any property acquired by our Company in the three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery.

Except as disclosed above and as stated in "Financial Statements- Restated Financial Statements Related Party

Transactions" on page 190, there has been no payment or benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus.

Our Promoters have not dissociated themselves from any companies or firms in the three years preceding the date of this Draft Red Herring Prospectus.

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

Our Promoters are not Wilful Defaulters or a Fraudulent Borrowers.

Our Promoters are not Fugitive Economic Offenders.

Our Promoters and members of the Promoter Group have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

Our Promoters are not, and have not been in the past, promoters or directors of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI.

In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:

Except as stated below, no other company, firm or HUF are forming part of the promoters' group:

Neither our Promoters nor members of the Promoters' Group have been declared as wilful defaulters by the RBI or any other governmental authority nor there are any violations of securities laws committed by them in the past or are currently pending against them.

Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act, 2018.

Neither Promoters nor entities forming part of our Promoters' Group have been debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoters and members of the Promoters' Group are not and have never been promoter, directors or person in control of any other company, which is debarred or prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority during the last 5 (five) years preceding the date of this Draft Red Herring Prospectus against our Promoters.