As on: Oct 04, 2026 06:30 AM
BRIEF PROFILES OF OUR DIRECTORS
Rohit Asawa is the Chairman, Managing Director and one of the Promoters of our Company. He has been associated with the Company since October 04, 2022. He holds a degree in technology, electronics and communication engineering from Jawaharlal Nehru Technological University, Hyderabad and a master's degree in science in electrical engineering from San Jose State University, USA. He is currently associated with Raghuveer Enterprises in the capacity of a partner and was previously associated with Sai Parenterals Private Limited, Sree Kartikeya Kameswari Industries, Ericsson India Global Services Private Limited, Ericsson Inc., San Jose, USA and San Jose State University Cisco Lab, USA. He has over 12 years of experience in technology and nutraceutical and ayurvedic industry. He is responsible for management of affairs of the Company and shall work on whole-time basis for the Company.
Divya Asawa is a Non-Executive Director and one of the Promoters of our Company. She has been associated with the Company since April 30, 2025. She holds a provisional degree in commerce from the Faculty of Commerce, Osmania University and has passed the Integrated Professional Competence Examination conducted by the Institute of Chartered Accountants of India. She is currently associated with Raghuveer Enterprises in the capacity of a partner and was previously associated with Sree Kartikeya Kameswari Industries. She has over 7 years of experience in financial management, cost control and operational accuracy.
Abhisheak Dhoot is an Independent Director of our Company. He has been associated with the Company since November 28, 2025. He attended BRB College of Commerce, Gulbarga University to pursue bachelors of commerce and is also an associate member of the Institute of Chartered Accountants of India. He is currently associated with Abhisheak Dhoot & Co. in the capacity of a partner and was previously associated with Deloitte Haskins & Sells LLP, Bengaluru and A.K. Channamallikarjunagouda & Co., Raichur. He has over 8 years of experience in taxation, auditing and financial advisory.
Ramya Inala is an Independent Director of our Company. She has been associated with the Company since November 28, 2025. She holds a bachelor of arts and bachelor of laws (B.A., LL.B) degree from PG College of Law, Osmania University and is a Company Secretary. She is currently associated with SRIM & Associates in the capacity of a partner and is on the board of Corpedia Business Solutions Private Limited and Mespace Global Private Limited. She was previously associated with Oil Country Tubular Limited, KSK Water Infrastructure Private Limited and Objectone Information Systems Limited. She has over 7 years of experience in legal, corporate secretarial and advisory matters, including areas relating to corporate law, regulatory compliance and governance practices.
RELATIONSHIP AMONGST OUR DIRECTORS, KEY MANAGERIAL PERSONNEL
Except as disclosed below, none of our Directors, Key Managerial Personnel, are related to each other:
Name of Director
ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS
There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our directors have been appointed on the Board.
SERVICE CONTRACTS WITH DIRECTORS
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, our directors has not entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.
BORROWING POWERS OF OUR BOARD OF DIRECTORS
Pursuant to a resolution passed by our Board in its meeting dated January 17, 2026 and our shareholders in their extra-ordinary general meeting held on January 20,2026, our Board is authorised to borrow such sum or sums of moneys and for availing all kinds and types of loans, advances and credit/financing/debt facilities including issuance of all kinds of debentures/bonds and other debt instruments, from time to time, up to a sum of 100 Crores (Rupees One Hundred Crores) at any point of time on account of principal, for and on behalf of our Company, from its bankers, other banks, non-banking financial companies, financial institutions, companies, firms, bodies corporate, cooperative banks, investment institutions and their subsidiaries, mutual funds, trusts, or from any other person as may be permitted under applicable laws, whether unsecured or secured.
OTHER CONFIRMATIONS
None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on any of the stock exchange during their directorship in such companies.
None of our Directors have been declared as Wilful Defaulters nor as Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters or a fraudulent borrower issued by the RBI. None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange during the term of their directorship in such company. None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic Offenders Act, 2018.
None of our Directors have been debarred from accessing capital markets by the Securities and Exchange Board of India. 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.
TERMS OF APPOINTMENT AND COMPENSATION OF CHAIRMAN AND MANAGING DIRECTOR Rohit Asawa
Our Board at their meeting held on January 17, 2026 approved the appointment of Rohit Asawa as the Chairman & Managing Director of our Company for a period of 3 (three) consecutive years with effect from January 20, 2026 till January 20, 2029. Our Shareholders authorised such appointment at their extra ordinary general meeting held on January 20, 2026 setting out the terms and conditions and details of the appointment, remuneration and other terms of his employment as provided below: The details of remuneration of the Managing Director, as approved by Board and the Shareholders are as stated below:
Salary
Perquisites
Explanation: Family means, the spouse, the dependent children and dependent parents.
Minimum Remuneration
SITTING FEES OF OUR INDEPENDENT DIRECTORS AND NON-EXECUTIVE DIRECTOR
Pursuant to the board resolution dated January 17, 2026, our Non Executive Director and Independent Directors are entitled to receive a sitting fee of 5,000/- per meeting of the Board and 1,000/- per meeting of the committees of the Board.
REMUNERATION OR BENEFIT TO DIRECTORS OF OUR COMPANY
Details of the remuneration and sitting or other remuneration paid to our Directors in Fiscal 2026 are set forth below:-
( in lakhs)
Sr. No. Name of Director
The remuneration and/or sitting fees payable to the Directors have not been paid as on the date of this Draft Red Herring Prospectus.
BONUS OR PROFIT-SHARING PLAN OF OUR DIRECTORS
None of our Directors is entitled to any bonus or profit-sharing plans of our Company.
REMUNERATION PAID TO OUR DIRECTORS BY OUR SUBSIDIARIES AND ASSOCIATES
As on the date of this Draft Red Herring Prospectus, our Company has no Subsidiary or Associate Company.
CONTINGENT OR DEFERRED COMPENSATION PAID TO DIRECTORS BY OUR COMPANY
There is no contingent or deferred compensation payable to our directors which does not form part of their remuneration.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
As per our Articles of Association, our directors are not required to hold any qualification shares.
Except as disclosed below, none of our Directors hold any Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus:
S. Name No.
Total
INTERESTS OF DIRECTORS
All our Executive Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if any, payable to each of them, by our Company. Our Non-Executive Independent Directors may be deemed to be interested to the extent the sitting fees and commission, if any, payable to them for attending meetings of our Board and / or committees thereof as approved by our Board and, or, Shareholders, and the reimbursement of expenses payable to them, as approved by our Board.
Further, except as disclosed under "Management - Shareholding of Directors in our Company" above, none of our directors hold any Equity Shares or any other form of securities in our Company. Further, our directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares held by them in the Company. Our Directors may also be interested to the extent of Equity Shares and to the extent of any dividend payable to them, if any, held by the entities in which they are associated as promoters, directors, partners, proprietors, kartas or trustees or held by their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Issue. 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. Our Director are also interested to the extent of unsecured loans, if any, given by them to our Company or by their relatives or by the companies/ firms in which they are interested as directors/ Members/ Partners. Further our Directors are also interested to the extent of loans, if any, taken by them or their relatives or taken by the companies/ firms in which they are interested as Directors/ Members/ Partners and for the details of Personal Guarantee given by Directors towards Financial facilities of our Company please refer to the chapter titled
" Statement of Financial Indebtedness" beginning on page 234 of this Draft Red Herring Prospectus.
Our directors may be deemed to be interested to the extent of certain related party transactions that were undertaken with them by our Company. Our Directors may also be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company in the normal course of business with any company in which they hold directorships or any partnership firm in which they are partners. For further details, please refer to the chapter titled "Restated Financial Statement" beginning on page 231 of this Draft Red Herring Prospectus. None of our Directors have any other interest in our Company or in any transaction by our Company including, for acquisition of land, construction of buildings or supply of machinery.
INTEREST IN THE PROMOTION/FORMATION OF OUR COMPANY
Except for Rohit Asawa and Divya Asawa who are Directors and are also the promoters of the Company, none of our directors have any interest in the promotion of our Company.
INTEREST AS TO PROPERTY
None of our Directors are interested in any property acquired or proposed to be acquired of our Company.
LOANS TO DIRECTORS
Our directors have not availed any loans from the Company.
OTHER INTERESTS
No sum has been paid or agreed to be paid to our Directors or to any firms or companies in which they may be partners or members respective.
CHANGES IN OUR BOARD IN THE LAST THREE YEARS
Except for the following, there has been no change in the Board of Directors of the Company, in the last three financial years.
Name
Reason
CORPORATE GOVERNANCE
The corporate governance provisions of the SEBI Listing Regulations will be applicable to us immediately upon the listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations and the Companies Act, 2013 in respect of corporate governance pertaining to the constitution of our Board and committees thereof and formulation of policies. Our Board has been constituted in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Our Board functions either as a full board or through various committees constituted to oversee specific operational areas. Our Company has complied with the corporate governance requirements, particularly in relation to appointment of independent directors including that of a woman director on our Board, constitution of an Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas. As on the date of this Draft Red Herring Prospectus, our Board comprises 04 Directors (including one women Directors), which includes 01 Managing Director, 01 Non-Executive women Director and 02 Independent Directors. In compliance with Section 152 of the Companies Act, not less than two thirds of the Directors (excluding Independent Directors) are liable to retire by rotation. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of SEBI Listing Regulations and the Companies Act.
COMMITTEES OF THE BOARD
Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee; and
4. Corporate Social Responsibility Committee.
Audit Committee
The Audit Committee of our Board was constituted by a resolution of our Board at their meeting held on January 17, 2026. The members of the Audit Committee are:
S. No. Name of Director
The Company Secretary will act as the Secretary of the Committee.
The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations and its terms of reference are as follows:
Terms of Reference for the Audit Committee:
The Audit Committee shall be responsible for, among other things, from time to time, the following:
A. Powers of the Audit Committee
The powers of the Audit Committee shall include 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
Role of the Audit Committee
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 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 reference to:
- Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
- Changes, if any, in accounting policies and practices and reasons for the same;
- Major accounting entries involving estimates based on the exercise of judgment by management;
- Significant adjustments made in the financial statements arising out of audit findings;
- Compliance with listing and other legal requirements relating to financial statements;
- Disclosure of any related party transactions; and
- Modified opinion(s) in the draft audit report.
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 offer (public offer, rights offer, preferential offer, etc.), the statement of funds utilized for purposes other than those stated in the Offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights offer, and making appropriate recommendations to the Board to take up steps in this matter;
9. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
10. Approval 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;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
11. 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. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors;
21. Reviewing the functioning of the whistle blower mechanism;
22. Monitoring the end use of funds raised through public offers and related matters;
23. 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;
24. 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;
25. Reviewing the utilization of loans and/or advances from / investment by the holding company in the subsidiary exceeding 100,00,00,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing;
26. Carrying out any other functions required to be carried out as per the terms of reference of the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time;
27. Consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its members; and
28. To review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall verify that the systems for internal control under the said regulations are adequate and are operating effectively; and
29. Such roles as may be prescribed under the Companies Act, SEBI Listing Regulations and other applicable provisions;
30. Approve all related party transactions and subsequent material modifications The Audit Committee shall mandatorily review the following information:
a) Management discussion and analysis of financial condition and results of operations; b) Management letters / letters of internal control weaknesses offered by the statutory auditors; c) Internal audit reports relating to internal control weaknesses; d) The appointment, removal and terms of remuneration of the chief internal auditor; e) Statement of deviations in terms of the SEBI Listing Regulations:
- quarterly statement of deviations) including report of monitoring agency, if applicable, submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of Regulation 32(1) of the SEBI Listing Regulations; and - annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations. f) review the financial statements, particularly the investments made by any unlisted subsidiary.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of our Board was constituted by a resolution of our Board at their meeting held on January 17, 2026. The members of the Nomination and Remuneration Committee are:
The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations and its terms of reference are as follows:
Terms of Reference for the Nomination and Remuneration Committee:
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
1. Formulation of the criteria for determining qualifications, positive 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:
- 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; - relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and - remuneration to directors, Key managerial personnel and senior management involves a balance between fixed, and incentive pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals.
2. Formulation of criteria for evaluation of performance of independent directors and the Board.
3. Devising a policy on Board diversity.
4. Identifying persons who are qualified to become directors and who may be appointed as senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out effective evaluation of performance of Board, its committees and individual directors (including independent directors) to be carried out either by independent external agency and review its implementation and compliance.
5. Analysing, monitoring and reviewing various human resource and compensation matters.
6. 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.
7. 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.
8. Recommending to the board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary.
9. 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 law.
10. 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.
11. Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended from time to time, including: - the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and - the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.
12. Administering monitoring and formulating detailed terms and conditions the employee stock option scheme/ plan approved by the Board and the members of the Company in accordance with the terms of such scheme/ plan ("ESOP Scheme"), if any.
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. 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.
15. 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 based on 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 agency, if required; - consider candidates from a wide range of backgrounds, having due regard to diversity; and - consider the time commitments of the candidates.
16. 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.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee of our Board was constituted by a resolution of our Board at their meeting held on January 17, 2026. The members of the Stakeholders' Relationship Committee are:
Terms of Reference for the Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee shall be responsible for, among other things, as may be required by the under applicable law, the following:
1 Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders;
2 Resolving the grievances of the security holders of the listed entity including complaints related to transfer / transmission 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, non-receipt of declared dividends, offer of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;
3 Review of measures taken for effective exercise of voting rights by members;
4 Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities;
5 Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-materialisation of shares, split and offer of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time;
6 Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the registrar and share transfer agent of the Company and to recommend measures for overall improvement in the quality of investor services;
7 Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the members of the company; and
8 Carrying out such other functions as may be specified by the Board from time to time or specified / provided under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of our Board was last reconstituted by a resolution of our Board at their meeting held on January 17, 2026. The constitution of the Corporate Social Responsibility Committee is as follows:
The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act. The terms and reference of the Corporate Social Responsibility Committee include the following:
1 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.
2 Identity corporate social responsibility policy partners and corporate social responsibility policy programmes;
3 Review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company.
4 Delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities.
5 Review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes.
6 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.
7 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.
KEY MANAGERIAL PERSONNEL
In addition to our Managing Director and our Non-Executive Director, whose details are provided in
"Management - Brief Profiles of our Directors" beginning on page 208 of this Draft Red Herring Prospectus, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set forth below. As on the date of this Draft Red Herring Prospectus, our Company does not have any senior management.
Key Managerial Personnel
Name of the KMP
Designati on
Educationa l Qualificatio ns
Term of office
Ag e
Year of Joinin g
Compensati on paid for F.Y. ended 2026 ( in Lakhs)
Overall experie nce
Previous employment
BRIEF PROFILE OF KEY MANAGERIAL PERSONNEL Key Managerial Personnel of our Company
Krishna Kanth Sarda, is the Chief Financial Officer of our Company. He has been associated with our Company since January 08, 2026. He holds a bachelor's degree in commerce from Osmania University, Hyderabad and a diploma in management from Aurora's Business School, Hyderabad. He was previously associated with Berkadia India Financial Solutions, Kotak Mahindra Bank, Yes Bank Limited and HDFC Bank Limited. He has an experience of over 5 years in accounting and finance industry. He is responsible for managing the financial affairs, including accounting, treasury operations, fundraising and ensuring compliance with applicable financial and statutory requirements.
Pooja Biyani, is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company since January 08, 2026. She holds a provisional degree in bachelor's of commerce from Osmania University, Hyderabad and has attended Marwadi Shiksha Samithi Law College, Osmania University, Hyderabad to pursue bachelor's degree in law. She is an associate member of the Institute of Company Secretaries of India. She was previously associated with Manjeet Bucha and Associates and Indian Immunologicals Limited. She has an experience of over 3 years in secretarial industry. She is responsible for ensuring compliance with the provisions of the Companies Act, 2013 and applicable rules, maintaining statutory and non-statutory registers, books, records and documents, and undertaking filings with the Registrar of Companies from time to time.
ARRANGEMENTS OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS
None of our Key Managerial Personnel have been selected pursuant to any arrangement or understanding with any Shareholders, customers or suppliers or others. CHANGES IN THE KEY MANAGERIAL PERSONNEL
Set forth below are changes in our Key Managerial Personnel in the previous three years from the date of filing of this Draft Red Herring Prospectus:
Reasons
ATTRITION OF KEY MANAGERIAL PERSONNEL AND VIS-?-VIS INDUSTRY
The rate of attrition of our Key Managerial Personnel is not high in comparison to the industry in which we operate. SHAREHOLDING OF KEY MANAGERIAL PERSONNEL IN OUR COMPANY
Except as disclosed below, none of our Key Managerial Personnel hold any Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus:
S. No.
INTERESTS OF KEY MANAGERIAL PERSONNEL
Our Key Managerial Personnel 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, reimbursement of expenses incurred by them during the ordinary course of business and statutory benefits such as gratuity, provident fund and pension entitled to our Key Managerial Personnel. The Key Managerial Personnel may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of Equity Shares, if any, held by them in the Company.
For further details, please refer to the chapter titled "Restated Financial Statement" beginning on page 231 of this Draft Red Herring Prospectus.
SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no Key Managerial Personnel has entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.
LOANS GIVEN OR AVAILED BY OUR DIRECTORS OR KEY MANAGERIAL PERSONNEL
As on the date of this Draft Red Herring Prospectus, none of our Director or Key Managerial Personnel has availed any loan or given any loan to the Company.
EMPLOYEE STOCK OPTION AND STOCK PURCHASE SCHEMES
The Company does not have any Employee Stock Option Scheme and Employee Stock Purchase Scheme.
PAYMENT OR BENEFIT TO KEY MANAGERIAL PERSONNEL OF OUR COMPANY
None of our Key Managerial Personnel has any interest in our Company except to the extent of their remuneration, benefits, reimbursement of expenses incurred by them in the ordinary course of business. Our Key Managerial Personnel may also be deemed to be interest to the extent of any dividend payable to them and other distributions in respect of Equity Shares.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL
There is no contingent or deferred compensation payable to our Key Managerial Personnel which does not form part of their remuneration.
STATUS OF KEY MANAGERIAL PERSONNEL
All Key Managerial Personnel are permanent employees of our Company.
BONUS OR PROFIT-SHARING PLAN OF KEY MANAGERIAL PERSONNEL
None of our Key Managerial Personnel are party to any bonus or profit-sharing plan of our Company other than performance based discretionary incentives given to the Key Managerial Personnel.
PROMOTERS AND PROMOTER GROUP
PROMOTERS
As on the date of this Draft Red Herring Prospectus, the Promoters of our Company are Rohit Asawa, Divya Asawa, Chanda Asawa and Rama Raju Penmatsa
As on the date of this Draft Red Herring Prospectus, our Promoters, collectively, holds 55,12,500 Equity Shares, representing 87.38% of the pre-Issued, subscribed and paid-up Equity Share capital of our Company. For details of the build-up of our Promoters' shareholding in our Company, please refer to the chapter titled "Capital Structure" beginning on page 80 of this Draft Red Herring Prospectus.
DETAILS OF THE PROMOTERS
Name: Rohit Asawa
Date of Birth: May 23, 1989
Age: 36 years
Designation: Chairman & Managing Director
Personal Address: 3-3-179 and 180 flat no. 402, Asawa
PAN: AKXPA6243L
Nationality: Indian
Name: Divya Asawa
Date of Birth: May 27, 1992
Age: 33 years
Designation: Non-Executive Director
Personal Address: 3-3-179/180, Flat No. 402, Asawa
PAN: BNAPM1008E
Name: Chanda Asawa
Date of Birth: May 26, 1966
Age: 59 years
Designation: Promoter
Educational Qualifications: She does not hold any professional
Experience: Over 07 years
PAN: AEUPA6212J
Name: Rama Raju Penmatsa
Date of Birth: November 19, 1960
Age: 65 years
Personal Address: 1-73, Bhadrayamma complex street,
Educational Qualification: He does not hold any professional
Experience: Over 0.4 year
PAN: AJBPP0524E
For a brief profile, please refer to the chapter titled "Management" beginning on page 207 of this Draft Red Herring Prospectus.
Note:
We confirm that the Permanent Account Number (PAN), Bank Account Number(s), Aadhaar Card Number, Driving License Number and Passport Number of our Promoter will be submitted to BSE on whose SME Platform the Equity Shares are proposed to be listed, at the time of filing this Draft Red Herring Prospectus.
CHANGE IN CONTROL OF OUR COMPANY
There has been no change in the control of our Company during the five years immediately preceding the date of this Draft Red Herring Prospectus. For further details on acquisition of Equity Shares by our Promoters, please refer to the chapter titled "Capital Structure" beginning on page 80 of this Draft Red Herring Prospectus.
INTEREST OF PROMOTERS
A. Interest of Promoters in our Company other than as a Promoter
Our Promoters, Rohit Asawa and Divya Asawa are the directors of our Company therefore, may deemed to be interested to the extent of remuneration and/or reimbursement of expenses payable to him for services rendered to our Company as the director and KMP, in accordance with the provisions of the Companies Act and in terms of the agreements entered into with our Company, if any, and AOA of our Company. For further details refer to the chapters titled "Management", and "Restated Financial Statement - Related Party Transactions" beginning on page 207 and 231 respectively, our Promoter holds no other interest in our Company beyond his role as a Promoter.
No sum has been paid or agreed to be paid to our Promoter or to the firms or companies in which our Promoter is interested as members in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as directors or promoters or otherwise for services rendered by our Promoters or by such firms or companies in connection with the promotion of our Company.
B. Interest in Promotion and Shareholding of our Company
Our Promoters are interested in our Company to the extent the Promoters have (i) promoted our Company, (ii) to the extent of their shareholding in our Company (iii) their directorship in our Company (iv) other distribution in respect of their shareholding in our Company, from time to time. For further details of the shareholding of our Promoters in our Company, see "Capital Structure Details of shareholding of our Promoters and the members of our Promoter Group in the Company" beginning on page 87 of this Draft Red Herring Prospectus.
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) controlled by our Promoters. For further details of the interest of our Promoters in our Company, see "Restated Financial Statement- Annexure 29 Related Party Transactions" beginning on page 231 of this Draft Red Herring Prospectus.
C. Interest of our Promoters in our Company arising out of being a member of a firm or company
Our Promoters are not interested as a member of a firm or company, and no sum has been paid, or agreed to be paid to our Promoters or to any firm or company, in cash or shares or otherwise by any person either to induce him to become, or to qualify him as a director, promoter or otherwise for services rendered by such Promoters or by such firm or company, in connection with the promotion or formation of our Company.
D. Interest in the property of our Company
Our Promoters have no interest, whether direct or indirect, in any property acquired by our Company within the preceding three years from the date of this Draft Red Herring Prospectus or proposed to be acquired by the Company, or in any transaction with respect to the acquisition of land, construction of building and supply of machinery.
Our Promoters are not interested in any other entity that holds any intellectual property rights that are used by our Company.
E. Interest in any transaction in acquisition of land, construction of building and supply of machinery etc.
None of the Promoter have any interest in any transaction in acquisition of land, construction of building and supply of machinery etc, as on date of this Draft Red Herring Prospectus.
F. Other Interests in our Company
Except as otherwise disclosed in the part "Financial information of the Company" beginning on page no. 231 of this Draft Red Herring Prospectus, our Promoters hold no interest in our Company.
For transactions in respect of loans and other monetary transactions entered in past please refer "Related Party Transactions" forming part of "Financial Information of the Company" beginning on page no. 231 of this Draft Red Herring Prospectus.
Further, our Promoters are interested to the extent of personal guarantees given by them in favor of the Company, for the details of Personal Guarantee given by Promoters towards financial facilities of our Company please refer to "Statement of Financial Indebtedness" and "Financial Information of the Company" on pages 234 and 231 respectively, of this Draft Red Herring Prospectus.
PAYMENT OR BENEFITS TO OUR PROMOTERS OR PROMOTER GROUP DURING THE LAST TWO YEARS
Except as stated in the chapter titled "Restated Financial Statement" beginning on page 231 of this Draft Red Herring Prospectus, there has been no payment of benefits to our Promoters or 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 amount or benefit to our Promoter or members of our Promoter Group.
MATERIAL GUARANTEES
Except as stated in the chapter titled, "Statement of Financial Indebtedness" beginning on page 234 of this Draft Red Herring Prospectus, our Promoters have not given any material guarantees to any third party with respect to the Equity Shares.
COMPANIES/ FIRMS WITH WHICH THE PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE YEARS
Our Promoters have not disassociated from any companies or firms during the preceding three years from the date of filing of this Draft Red Herring Prospectus, except as disclosed below:
Sr. No.
OTHER VENTURES OF OUR PROMOTERS
Save and except as disclosed in the chapter titled "Management" beginning on page 2 0 7 of this Draft Red Herring Prospectus, there are no other ventures, in which our Promoter has any business interests/ other interests.
OUTSTANDING LITIGATIONS DETAILS PERTAINING TO OUR PROMOTERS
Except as otherwise may be disclosed in the section titled "Risk Factors" and chapter titled "Outstanding Litigations and Material Developments" beginning on pages 26 and 246 respectively, of this Draft Red Herring Prospectus, there are no material litigations or disciplinary actions taken against our promoters by a regulatory authority or stock exchange past year
EXPERIENCE OF PROMOTERS IN THE LINE OF BUSINESS OF OUR COMPANY
For further details in relation to experience of our Promoters in the business of our Company, please refer the chapter "Management" beginning on page 207 of this Draft Red Herring Prospectus.
RELATED PARTY TRANSACTIONS
Except as stated in "Restated Financial Statement - Related Party Transactions" beginning on page 231 of this Draft Red Herring Prospectus, and as stated therein, our Promoters or any of the Promoter Group Entities do not have any other interest in our business.
CONFIRMATIONS
a) Our Promoters have not been declared as fraudulent borrowers by any bank, financial institution, or consortium, in accordance with the RBI Master Circular dated July 1, 2016.
b) Our Promoters have not defaulted on any payment or repayment obligations to their lenders, and no show-cause notice for willful default has been issued against them in the past three years, as per the RBI Master Circular dated July 1, 2014.
c) Our Promoter has not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act 2018.
d) Our Promoter and members of the Promoter Group have not been prohibited or debarred from accessing the capital markets under any order or direction passed by SEBI. e) Our Promoter is not, and has not been in the past, a promoter or a director of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI.
PROMOTER GROUP
Apart from our Promoters, as per Regulation 2(1) (pp) of the SEBI ICDR Regulations, the following individuals and entities shall form part of our Promoter Group:
A. Natural Persons who are Part of the Promoter Group
As per Regulation 2(1) (pp)(ii) of the SEBI ICDR Regulations, the following individuals form part of our Promoter Group:
Name of Promoter
Name of member of Promoter Group
Relationship with Promoter
B. Entities forming part of the Promoter Group
As per Regulation 2 (1) (pp)(iv) of the SEBI ICDR Regulations, the following entities would form part of our Promoter Group:
S. No. Nature of Relationship
Name of Entities
C. Other persons included in Promoter Group
None of the other persons form a part of the promoter group, whose shareholding is aggregated under the heading "shareholding of the promoter group" under Regulation 2(1) (pp)(v) of SEBI ICDR Regulation.
Click here to visit SEBI Scores