Sanstar Ltd

OUR MANAGEMENT

Board of Directors

The Articles of Association of our Company require that our Board shall comprise of not less than three Directors and not more than fifteen Directors, provided that our Shareholders may appoint more than fifteen Directors after passing a special resolution in a general meeting.

As on the date of this Draft Red Herring Prospectus, our Board comprises six Directors, including three Executive Directors, and three Independent Director of whom one is a woman Independent Director.

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

Gouthamchand Sohanlal Chowdhary, aged 66 years, is the Chairman and Managing Director of our Company. He is one of the Promoters of our Company and has been associated with our Company since February 22, 2012. He has completed his schooling from Monfort School Yercaud, Tamil Nadu. He has served on the board of Sanstar Biopolymers Limited (merged with our Company vide order dated November 23, 2023 passed by NCLT, Ahmedabad) for a period of 38 years since September 27, 1985. He supervises the overall functions of our Company and is responsible for overseeing the strategic growth initiatives and expansion plans.

Sambhav Gautam Chowdhary, aged 40 years, is the Joint Managing Director and one of the Promoters of our

Company. He has been associated with the Company since February 22, 2012. He holds a bachelor's degree in engineering from the Gujarat University. He has served on the board of Sanstar Biopolymers Limited (merged with our Company vide order dated November 23, 2023 passed by NCLT, Ahmedabad) for a period of 12 years since March 30, 2011. During the year 2005-06, he was employed with Infosys Technologies Limited. He is responsible for day to day operations and expansion plans of the Company.

Shreyans Gautam Chowdhary, aged 38 years, is the Joint Managing Director and one of the Promoters of our Company. He has been associated with the Company since February 22, 2012. He holds a bachelor's degree in engineering from the Gujarat University and master's degree of Science in Management with a Specialism in Marketing from The City University London Sir John Cass Business School. He has served on the board of Sanstar Biopolymers Limited (merged with our Company vide order dated November 23, 2023 passed by NCLT, Ahmedabad) for a period of 12 years since March 30, 2011. He is responsible for management of commercial and sales related aspects.

Sejal Ronak Agrawal, aged 34 years, is an Independent Director of our Company. She has been associated with our

Company since November 1, 2023. She holds a bachelors and master's degree in commerce from Veer Narmada South

Gujarat University. Further she is a fellow member of the Institute of Chartered Accountants of India and is a practicing chartered accountant since the year 2011.

Atul Agrawal, aged 67 years, is an Independent Director of our Company. He has been associated with our Company since November 1, 2023. He holds a bachelor's degree in commerce from National Degree College, Lucknow. He is a certified associate of the Indian Institute of Bankers. He was appointed as assistant general manager at Central Bank of India in the year 2007. He was associated as the Executive Director with the Indian Overseas Bank, Chennai from the year 2013 to 2016.

Aniket Sunil Talati, aged 38 years, is an Independent Director of our Company. He has been associated with our Company since November 1, 2023. He is also a fellow member of the Institute of Chartered Accountants of India ("ICAI"). He is a partner at M/s. Talati & Talati LLP. Presently, he is the President of the ICAI and holds directorship on the board of few of ICAI's affiliated organisations, i.e., Institute of Social Auditors of India, ICAI Registered Valuers Organisation, ICAI Accounting Research Foundation, Indian Institute of Insolvency Professionals of ICAI.

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

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

None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange, during their tenure as a director in such company.

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

Further, none of our Directors have been identified as Wilful Defaulters or Fraudulent Borrower as defined under the SEBI ICDR Regulations.

Neither our Company nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1)(p) of the SEBI ICDR Regulations, and have not been declared as a ‘fugitive economic offender' under Section 12 of the

Fugitive Economic Offenders Act, 2018.

None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court. Additionally, none of our Directors are or were, associated with any other company which is debarred from accessing the capital market by the Securities and Exchange Board of India.

Except as mentioned in the below table, there is no relationship between our Directors:

1. Gouthamchand Sohanlal Chowdhary

Gouthamchand Sohanlal Chowdhary has been a Director and Chairman on the Board of our Company since February 22, 2012. He was re-appointed as the Managing Director of our Company for a period of 3 years with effect from

September 1, 2023 pursuant to a Shareholder's resolution dated September 1, 2023. The following table sets forth the terms of appointment of Gouthamchand Sohanlal Chowdhary.

2. Sambhav Gautam Chowdhary

Sambhav Gautam Chowdhary has been a Director on the Board of our Company since February 22, 2012. He was reappointed as the Joint Managing Director of our Company for a period of 3 years with effect from September 1, 2023 pursuant to a Shareholders' resolution dated September 1, 2023.The following table sets forth the terms of appointment of Sambhav Gautam Chowdhary.

3. Shreyans Gautam Chowdhary

Shreyans Gautam Chowdhary has been a Director on the Board of our Company since February 22, 2012. He was reappointed as the Joint Managing Director of the Company for a period of 3 years with effect from September 1, 2023 pursuant to a Shareholders' resolution dated September 1, 2023. The following table sets forth the terms of appointment of Shreyans Gautam Chowdhary:

The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2023 is as follows:

Pursuant to the Board resolution dated November 1, 2023, each Independent Director of the Company, is entitled to receive sitting fees of 0.02 million per meeting for attending meetings of the Board, committees of the board and general meetings of the Company each.

All our existing Independent Directors have been appointed in Fiscal 2024, i.e., w.e.f. November 1, 2023. Hence, no sitting fees or commission was paid by our Company to any Independent Directors in Fiscal 2023.

Our Articles of Association do not require our Directors to hold any qualification shares. Except as disclosed below, none of our Directors hold any Equity Shares in our Company:

All our Independent Directors may be deemed to be interested to the extent of sitting fees payable, to them for attending meetings of our Board and committees thereof, and reimbursement of expenses available to them. Our Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses payable to them as stated in "Our Management Terms of appointment of Directors Remuneration to Executive Directors" on page 251.

Further, other than Gouthamchand Sohanlal Chowdhary, the Chairman and Managing Director of the Company, Sambhav Gautam Chowdhary and Shreyans Gautam Chowdhary, the Joint Managing Directors, none of our Directors have any interest in the promotion or formation of our Company.

Except as disclosed below, none of our Directors have any direct or indirect interest in the properties that our Company has taken on lease:

Our Registered Office has been leased to us by Sambhav Starch Products Private Limited, a member of our Promoter Group, and one of our Group Companies, in which our Executive Directors & Promoters, Gouthamchand Sohanlal Chowdhary, Sambhav Gautam Chowdhary and Shreyans Gautam Chowdhary are directors. Our Company

("Licensee") has executed a Leave and License Agreement dated December 30, 2023 with Sambhav Starch Products Private Limited ("Licensor") for the use and occupation of its Registered Office and R&D center.

For further details please refer to the heading "Our Properties" in the chapter titled "Our Business" at page 234 of this Draft Red Herring Prospectus.

The Directors may also be regarded as interested in the Equity Shares held by them or by their relatives, if any, or that may be subscribed by or allotted to them or the companies, firms and trusts, in which they are interested as directors, members, partners, trustees and promoters, pursuant to this Offer. Our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of such Equity Shares. Except as disclosed in "Financial Information" and "Our Promoters and Promoter Group" on page 281 and 271 respectively of this Draft Red Herring Prospectus, our Directors are not interested in any other company, entity or firm.

Gouthamchand Sohanlal Chowdhary, Sambhav Gautam Chowdhary and Shreyans Gautam Chowdhary, the Promoters Managing Director and Joint-Managing Directors of our Company have provided personal guarantees for the working capital and term loan facilities availed by the Company. For further details, please refer to the section titled "Details of guarantees given to third parties by Promoters offering their Equity Shares in the Offer" in the chapter titled

" History and Certain Corporate Matters" on page 241.

Except as stated in "Restated Standalone Financial Statements - Notes to Financial Information- Note 42 Related Party Transactions" on page F-47 of this Draft Red Herring Prospectus, our Directors do not have any other interest in the business of our Company.

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

Except as stated below, there has been no change in the Board in the three preceding years of the date of filing of this Draft Red Herring Prospectus:

In accordance with the Articles of Association and applicable provisions of the Companies Act, 2013, and pursuant to the special resolution dated November 28, 2023 passed by the Shareholders of the Company, the Board may borrow as and when required from any bank and/or other financial institutions and/or foreign lender and/or anybody corporate/entity/ entities and/or authorities either in rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding a sum of

6,000 million notwithstanding that the monies to be borrowed, together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate, for the time being, of the paid up capital of the Company and its free reserves not set apart for any specific purpose.

As on date of this Draft Red Herring Prospectus, our Company does not have any subsidiary.

The corporate governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon the listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, the Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including constitution of the Board and committees thereof, as applicable. The corporate governance framework is based on an effective independent Board and constitution of the Board committees, as required under law.

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

(a) Audit Committee;

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

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

The Audit committee was last reconstituted by a resolution of our Board dated November 1, 2023. The current constitution of the Audit Committee is as follows:

The Company Secretary and Compliance Officer of the Company will act as the Secretary of the Committee.

The constitution, scope and function of the Audit Committee are in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations.

The terms of reference of the Audit Committee include:

The Audit Committee shall have powers, including the following: a) to investigate any activity within its terms of reference; b) to seek information from any employee of the Company; c) to obtain outside legal or other professional advice; and d) to secure attendance of outsiders with relevant expertise, if it considers necessary. e) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

The role of the Audit Committee shall include the following

1. Overseeing the Company's financial reporting process, examination of the financial statement and the auditors' report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company including the internal auditor, cost auditor and statutory auditor of the Company, and fixation of the audit fee;

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 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;

5. Reviewing, with the management, the quarterly 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. Formulating a policy on related party transactions, which shall include materiality of related party transactions;

9. Approval or any subsequent modification of transactions of the Company with related parties; All related party transactions shall be approved by only Independent Directors who are the members of the committee and the other members of the committee shall reuse themselves on the discussions related to related party transactions; Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013. 10. Review, 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; 11. Scrutiny of inter-corporate loans and investments;

12. Valuation of undertakings or assets of the Company, wherever it is necessary; Appointment of Registered Valuer under Section 247 of the Companies Act, 2013. 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 thereon;

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. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders

(in case of non-payment of declared dividends) and creditors;

20. To review the functioning of the whistle blower mechanism;

21. 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; 22. Carrying out any other function as is mentioned in the terms of reference of the audit committee; and

23. 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, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. 24. To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit

Committee from time to time;

25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances; 26. Reviewing the utilization of loans and/or advances from/investment by the Company;

27. the Audit Committee shall review compliance with the provisions of the SEBI Insider Trading Regulations, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; 28. to consider the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc. of the Company and provide comments to the Company's shareholders; and 29. Carrying out any other functions as provided under the provisions of the Companies Act, the SEBI Listing

Regulations and other applicable laws, and carrying out any other functions as may be required / mandated and/or delegated by the Board as per the provisions of the Companies Act, 2013, SEBI Listing Regulations, uniform listing agreements and/or any other applicable laws or by any regulatory authority and performing such other functions as may be necessary or appropriate for the performance of its duties.

The Audit Committee shall mandatorily review the following information: a) Management discussion and analysis of financial position and results of operations; b) Statement of significant related party transactions (as defined by the audit committee), submitted by management; c) Management letters/letters of internal control weaknesses issued by the statutory auditors; d) Internal audit reports relating to internal control weaknesses; and e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee; f) Statement of deviations: • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and • annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations; and g) the financial statements, in particular, the investments made by any unlisted subsidiary; and h) such information as may be prescribed under the Companies Act and SEBI Listing Regulations

The Nomination and Remuneration committee was re-constituted by a resolution of our Board dated November 1, 2023. The current constitution of the Nomination and Remuneration Committee is as follows:

The constitution, scope and function of the Nomination and Remuneration Committee are in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations.

The terms of reference of the Nomination and Remuneration Committee include:

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

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

• consider candidates from a wide range of backgrounds, having due regard to diversity; and

• consider the time commitments of the candidates

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 c. Formulating criteria for evaluation of performance of independent directors and the Board; d. Devising a policy on diversity of Board; e. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of the Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report; f. Extending or continuing the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; g. Recommending to the board, all remuneration, in whatever form, payable to senior management; h. Analyzing, monitoring and reviewing various human resource and compensation matters, including the compensation strategy; i. 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; j. Recommending the remuneration, in whatever form, payable to non-executive directors and the senior management personnel and other staff (as deemed necessary); k. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; l. Administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option Scheme of the Company; m. Framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any securities laws or any other applicable laws in India or overseas, including: • The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; and • The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; n. Carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated by any statutory notification, amendment or modification, as may be applicable; o. Performing such other functions as may be necessary or appropriate for the performance of its duties; and p. Perform such functions as are required to be performed by the Compensation Committee under the SEBI (Share

Based Employee Benefits and Sweat Equity) Regulations, 2022. q. Administering 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:

• Determining the eligibility of employees to participate under the ESOP Scheme;

• Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;

• Date of grant;

• Determining the exercise price of the option under the ESOP Scheme;

• The conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct;

• 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;

• The specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee;

• 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;

• 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;

• The grant, vest and exercise of option in case of employees who are on long leave;

• Allow exercise of unvested options on such terms and conditions as it may deem fit;

• The procedure for cashless exercise of options;

• Forfeiture/ cancellation of options granted; • Formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration: • the number and the price of stock option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action; • for this purpose, global best practices in this area 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.

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

The Stakeholders' Relationship Committee was reconstituted by a resolution of our Board dated November 1, 2023. The current constitution of the Stakeholders Relationship Committee is as follows:

The constitution, scope and function of the Stakeholders' Relationship Committee is in compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations.

The terms of reference of the Stakeholders' Relationship Committee include:

1. Redressal of all security holders' and investors' grievances such as complaints related to transfer of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc., assisting with quarterly reporting of such complaints and formulating procedures in line with statutory guidelines to ensure speedy disposal of various requests received from shareholders;

2. Resolving the grievances of the security holders of the Company including complaints related to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

3. 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;

4. Reviewing the adherence to the service standards by the Company with respect to various services rendered by the registrar and transfer agent of our Company and to recommend measures for overall improvement in the quality of investor services;

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

6. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar & share transfer agent;

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

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

The Corporate Social Responsibility Committee was last re-constituted by our Board at its meeting held on November

1, 2023 in accordance with Section 135 of the Companies Act. The current constitution of the Corporate Social Responsibility Committee is as follows:

The terms of reference of the Corporate Social Responsibility Committee include the following:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others, the guiding principles for selection, implementation and monitoring the activities as well as formulation of the annual action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the Board;

2. To review and recommend the amount of expenditure to be incurred on the activities referred to in (1) and amount to be incurred for such expenditure shall be as per the applicable law;

3. To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;

4. To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;

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

6. To review and monitor the Corporate Social Responsibility Policy of the company and its implementation from time to time, and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;

7. To do such other acts, deeds and things as may be required to comply with the applicable laws; and;

8. To take note of the Compliances made by implementing agency (if any) appointed for the corporate social responsibility of the Company.

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:

• 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; • the manner of execution of such projects or programmes as specified in the rules notified under the Companies Act; • the modalities of utilisation of funds and implementation schedules for the projects or programmes; • monitoring and reporting mechanism for the projects or programmes; and • details of need and impact assessment, if any, for the projects undertaken by the Company;

9. To perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory authority."

IPO Committee

The IPO Committee was constituted by a meeting of our Board held on November 1, 2023. The members of the IPO Committee are:

The terms of reference of the IPO Committee include the following:

1. To decide, negotiate and finalize, in consultation with the book running lead manager appointed in relation to the Offer (the "BRLM"), all matters regarding the Pre-Offer Placement, if any, out of the fresh issue of Equity Shares by the Company in the Offer, decided by the Board, including entering into discussions and execution of all relevant documents with Investors;

2. To amend the terms of participation by the Selling Shareholders in the Offer for Sale;

3. To take all actions as may be necessary and authorised in connection with the offer for sale and to approve and take on record the approval of the selling shareholder(s) for offering their Equity Shares in the offer for sale and the transfer of Equity Shares in the offer for sale;

4. To decide on other matters in connection with or incidental to the Offer, including the pre-Offer placement, timing, pricing and terms of the Equity Shares, the Offer price, the price band, the size and all other terms and conditions of the Offer including the number of Equity Shares to be offered and transferred in the Offer, the bid

/ Offer opening and bid/Offer closing date, discount (if any), reservation, determining the anchor investor portion, issue price for anchor investors and allocating such number of Equity Shares to anchor investors in consultation with the BLRMs and in accordance with the SEBI ICDR Regulations and to do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the Offer including to make any amendments, modifications, variations or alterations in relation to the Offer and to constitute such other committees of the Board, as may be required under Applicable Laws, including as provided in the SEBI Listing Regulations;

5. To make applications, seek clarifications, obtain approvals and seek exemptions from, where necessary, SEBI, the RoC and any other governmental or statutory authorities as may be required in connection with the Offer and accept on behalf of the Company such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may be required and wherever necessary, incorporate such modifications / amendments as may be required in the draft red herring prospectus

(the "DRHP"), the red herring prospectus (the "RHP") and the Prospectus as applicable;

6. To finalize, settle, approve, adopt and file in consultation with the BRLM where applicable, the DRHP, the RHP the Prospectus, the preliminary and final international wrap and any amendments (including dating of such documents), supplements, notices, addenda or corrigenda thereto, and take all such actions as may be necessary for the submission and filing of these documents including incorporating such alterations/corrections/ modifications as may be required by SEBI, the RoC or any other relevant governmental and statutory authorities or in accordance with Applicable Laws;

7. To invite the existing shareholders of the Company to participate in the Offer by offering for sale the Equity Shares held by them at the same price as in the Offer;

8. To approve the relevant Restated Standalone Financial Statements to be issued in connection with the Offer;

9. To appoint and enter into and terminate arrangements with the BRLM, and appoint and enter into and terminate arrangements in consultation with the BRLM with underwriters to the Offer, syndicate members to the Offer, brokers to the Offer, escrow collection bankers to the Offer, refund bankers to the Offer, registrars, public offer account bankers to the Offer, sponsor bank, legal advisors, auditors, independent chartered accountants, advertising agency, registrar to the Offer, depositories, custodians, grading agency, monitoring agency, industry expert, credit rating agencies, printers, and any other agencies or persons or intermediaries whose appointment is required in relation to the Offer including any successors or replacements thereof, and to negotiate, finalise and amend the terms of their appointment, including but not limited to the execution of the mandate letter with the BRLM and negotiation, finalization, execution and, if required, amendment or termination of the Offer agreement with the BRLM;

10. To decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any, and on permitting existing shareholders to sell any Equity Shares held by them;

11. To negotiate, finalise and settle and to execute and deliver or arrange the delivery of the DRHP, the RHP, the

Prospectus, Offer agreement, syndicate agreement, underwriting agreement, share escrow agreement, cash escrow and sponsor bank agreement, ad agency agreement, agreements with the registrar to the issue and all other documents, deeds, agreements and instruments whatsoever with the registrar to the Offer, legal advisors, auditors, stock exchange(s), BRLM and any other agencies/intermediaries in connection with the Offer with the power authorize one or more officers of the Company to execute all or any of the aforesaid documents or any amendments thereto as may be required or desirable in relation to the Offer;

12. To authorise the maintenance of a register of holders of the Equity Shares;

13. To seek, if required, the consent and/or waiver of the lenders of the Company, customers, suppliers, parties with whom the Company has entered into various commercial and other agreements, all concerned government and regulatory authorities in India or outside India, and any other consents and/or waivers that may be required in relation to the Offer or any actions connected therewith;

14. To open and operate bank accounts in terms of the escrow agreement and to authorize one or more officers of the Company to execute all documents/deeds as may be necessary in this regard;

15. To open and operate bank accounts of the Company in terms of Section 40(3) of the Companies Act, 2013, as amended, and to authorize one or more officers of the Company to execute all documents/deeds as may be necessary in this regard;

16. To authorize and approve incurring of expenditure and payment of fees, commissions, brokerage, remuneration and reimbursement of expenses in connection with the Offer;

17. To accept and appropriate the proceeds of the Offer in accordance with the Applicable Laws;

18. To approve code of conduct as may be considered necessary or as required under Applicable Laws, regulations or guidelines for the Board, officers of the Company and other employees of the Company;

19. To implement any corporate governance requirements that may be considered necessary by the Board or the any other committee or as may be required under the Applicable Laws, including the SEBI Listing Regulations and listing agreements to be entered into by the Company with the relevant stock exchanges, to the extent allowed under law;

20. To issue receipts/allotment letters/confirmation of allotment notes either in physical or electronic mode representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more stock exchanges, with power to authorize one or more officers of the Company or the Registrar to the Offer to sign all or any of the aforestated documents;

21. To authorize and approve notices, advertisements in relation to the Offer, in accordance with the SEBI ICDR

Regulations and other Applicable Laws, in consultation with the relevant intermediaries appointed for the Offer;

22. To do all such acts, deeds, matters and things and execute all such other documents, etc., as may be deemed necessary or desirable for such purpose, including without limitation, to finalise the basis of allocation and to allot the shares to the successful allottees as permissible in law, issue of allotment letters/confirmation of allotment notes, share certificates in accordance with the relevant rules, in consultation with the BRLM;

23. To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign and / or modify, as the case maybe, agreements and/or such other documents as may be required with the National Securities Depository Limited, the Central Depository Services (India) Limited, registrar and transfer agents and such other agencies, authorities or bodies as may be required in this connection and to authorize one or more officers of the Company to execute all or any of the afore-stated documents;

24. To make applications for listing of the Equity Shares in one or more stock exchanges for listing of the Equity

Shares and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock exchanges in connection with obtaining such listing including without limitation, entering into listing agreements and affixing the common seal of the Company where necessary;

25. To settle all questions, difficulties or doubts that may arise in regard to the Offer, including such issues or allotment, terms of the Offer, utilisation of the Offer proceeds and matters incidental thereto as it may deem fit;

26. To authorize any concerned person on behalf of the Company to give such declarations, affidavits, undertakings, certificates, consents and authorities as may be required from time to time in relation to the Offer or provide clarifications to the SEBI, the RoC and the relevant stock exchanges where the Equity Shares are to be listed;

27. To negotiate, finalize, settle, execute and deliver any and all other documents or instruments and to do or cause to be done any and all acts or things as the Board or any other committee thereof may deem necessary, appropriate or advisable in order to carry out the purposes and intent of this resolution or in connection with the Offer and any documents or instruments so executed and delivered or acts and things done or caused to be done by the Board or any other committee thereof shall be conclusive evidence of their authority in so doing;

28. To approve suitable policies on insider trading, whistle-blowing, risk management, and any other policies as may be required under the SEBI Listing Regulations or any other Applicable Laws;

29. To approve the list of ‘group companies' of the Company, identified pursuant to the materiality policy adopted by the Board, for the purposes of disclosure in the DRHP, RHP and Prospectus;

30. To withdraw the DRHP or the RHP or to decide to not proceed with the Offer at any stage in accordance with

Applicable Laws and in consultation with the BRLM; and

31. To delegate any of its powers set out under (a) to (ee) hereinabove, as may be deemed necessary and permissible under Applicable Laws to the officials of the Company"

In addition to the Managing Directors of our Company, whose details are provided in "Board of Directors" on page

249, the details of the Key Managerial Personnel of our Company are as follows:

Harishkumar Shisupaldas Maheshwary is the Chief Financial Officer of our Company with effect from March 31,

2015. He holds a bachelor's degree in commerce from the Rajasthan University and has cleared the professional examination of the Institute of Company Secretaries of India. He is a qualified chartered accountant and a member of the Institute of Chartered Accountants of India. He handles the accounting and financial related matters of the Company. He received a remuneration of 1.31 million for the Fiscal 2023.

Fagun Harsh Shah is the Company Secretary and Compliance Officer of our Company. She has been appointed as Company Secretary of our Company with effect from June 15, 2020. She holds bachelors of commerce from Gujarat Universityand is an associate member of the Institute of Company Secretaries of India. Prior to joining our Company, she was associated with Monil S Shah & Associates and Addin Power Limited. She received a remuneration of 0.44 million for the Fiscal 2023. She is currently responsible for secretarial and legal compliance work in the Company.

All our Key Managerial Personnel are permanent employees of our Company

The details of our Senior Management Personnel in terms of the SEBI ICDR Regulations, as of the date of this Draft Red Herring Prospectus are set forth below:

Ruchitbhai Patel heads the Purchase and Procurement department of our Company. He has been associated with our Company since March 30, 2021. He holds a bachelor's degree in Electrical Engineering. Previously he has worked with Torrent Pharmaceuticals Limited. He received a remuneration of 0.64 million for the Fiscal 2023.

Jignesh Oza heads the Research and Development department of our Company. He has been associated with our Company since February 23, 2023. He holds a master's degree in Organic Chemistry from Gujarat University.

Previously he was working with Anil Limited as a Manager in the Research and Development Department. He received remuneration of 0.02 million in the Fiscal 2023 as he was appointed in February 23, 2023.

Ashish Shah is the Senior Finance Manager of our Company. He has been associated with our Company since July 23, 2022 (he has previously worked with erstwhile Sanstar Biopolymers Limited, from August 17, 2009 to September 30, 2021). He holds a bachelor's degree in commerce from the Gujarat University. He received remuneration of 0.60 million for the Fiscal 2023.

Dheeraj Panwar heads the Human Resource and Administration in our Company. He has been associated with our Company since March 1, 2022. He holds a degree in Master of Business Administration and a diploma in Expert Management from the Indian Institute of Export Management, Bangalore. Previously, he has worked with Grainspain

Nutrients Private Limited. He received a remuneration of 0.23 million for the Fiscal 2023.

Bindu Kumar Mehta is the Senior Project Manager in our Company. He has been associated with our Company since

May 11, 2023. He holds a bachelor's degree in Engineering from Jodhpur. Further, he has also pursued post graduate diploma in management. Previously, he has been a director of Riddhi Siddhi Gluco Biols Limited and Siwana Agro Marketing Limited. He has not received remuneration for the Fiscal 2023 as he was appointed in Fiscal 2024.

Lalitshankar Menaria is the Head of Factory and Operations of the Dhule Facility. He has been associated with our Company since October 1, 2013. He received a remuneration of 1.09 million for the Fiscal 2023.

Narpat Singh Ghelot is the Head of Factory & Operations of the Kutch Facility. He has completed his secondary education from the Rajasthan State Board. Previously, he has worked with erstwhile Sanstar Biopolymers Limited as a Purchase Manager from 2005 until 2021. He has also worked with Venus Interlinings Private Limited. He rejoined Sanstar Biopolymers Limited with effect from October 03, 2022. Pursuant to the scheme of amalgamation entered into between our Company and Sanstar Biopolymers Limited his services were continued with Sanstar Limited in terms of Section 232(3)(g) of the Companies Act, 2013. For Fiscal 2023 he has not received a remuneration from our Company as he was associated with erstwhile Sanstar Biopolymers Limited

Nimesh Gandhi is the Head of Factory, Management and Operations of our Company. He holds a bachelor's degree in mechanical engineering from Saurashtra University. Previously, he has worked with Supreme Services Limited. He has been associated with erstwhile Sanstar Biopolymers Limited since October 28, 2014. Pursuant to the merger of erstwhile Sanstar Biopolymers Limited with our Company vide Scheme of Amalgamation his services stand continued with Sanstar Limited in terms of Section 232 (3) (g) of the Companies Act, 2013. For Fiscal 2023 he has not received a remuneration from our Company as he was associated with erstwhile Sanstar Biopolymers Limited.

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

Except as disclosed in "Relationship between our Directors and Key Managerial Personnel and Senior Management Personnel" on page 250, none of our Key Managerial Personnel and Senior Management Personnel are related to each other

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

Except our Managing Director and Joint-Manging Directors, as disclosed in "Shareholding of Directors in our Company" on page 253, none of our Key Managerial Personnel or Senior Management Personnel of our Company hold any Equity Shares in our Company.

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

Our Company has no profit-sharing plan in which the Key Managerial Personnel and Senior Management Personnel participate.

The Key Managerial Personnel and Senior Management Personnel of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service.

The Key Managerial Personnel and Senior Management Personnel may also be deemed to be interested in the Equity Shares, if any, held by them, and dividend payable to them and other distributions in respect of Equity Shares held by them, if any.

Except the details mentioned under "Changes in the Board in the last three years" on page 255, the details of the changes in the Key Managerial Personnel and Senior Management Personnel of our Company in the last three years are as follows:

The rate of attrition of our Key Managerial Personnel and Senior Management Personnel is not high in our Company.

No non-salary amount or benefit has been paid or given or is intended to be paid or given to any of our Company's officers and Key Managerial Personnel and Senior Management Personnel within the two preceding years from the date of filing of this Draft Red Herring Prospectus, other than in the ordinary course of their employment.

Our Company does not have any Employee Stock Option Schemes as on date of this Draft Red Herring Prospectus.