Note: For further details on their qualification, experience etc., please see their respective biographies under the heading "Brief Profile of the Directors of our Company" as mentioned on page no. 119 of this Draft Prospectus.

1. None of the above-mentioned Directors are on the RBI List of willful defaulters as on date of this Draft prospectus.

2. None of the above-mentioned Directors have been and/or are being declared as fugitive economic offenders as on date of this Draft prospectus.

3. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or Our Company are debarred by SEBI from accessing the capital market.

4. None of the Promoters, Directors or persons in control of our Company, have been or are involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory authority.

5. Further, none of our directors are or were directors of any company whose shares were (a) suspended from trading by stock exchange(s) during the (5) five years prior to the date of filing the Draft Prospectus or (b) delisted from the stock exchanges.

6. There are no arrangements or understandings with major shareholders, customers, suppliers or any other entity, pursuant to which any of the Directors or Key Managerial Personnel were selected as a director or member of the senior management.

7. The Directors of our Company have not entered into any service contracts with our Company which provide for benefits upon termination of employment.

8. No proceedings/ investigations have been initiated by SEBI against any Company, the board of directors of which also comprises any of the Directors of our 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 of Companies in which they are interested by any person either to induce him to become or to help him qualify as a director, or otherwise for services rendered by him or by the firm or Company in which he is interested, in connection with the promotion or formation of our Company.

Relationship between Directors

Except as mentioned below, none of the other Directors are related to each other and have any family relationships as per section 2(77) of the Companies Act, 2013:

Mr. Mukesh Kumar Gupta and Mr. Alok Mukesh Gupta being Father and Son to each other.

Mr. Mukesh Kumar Gupta- Chairman-Cum-Managing Director

Mr. Mukesh Kumar Gupta, aged 61 years, is Chairman- Cum -Managing Director of the Company. He possesses degree of Commerce from University of Delhi. He is with the Company for more than 26 years now, He looks after all the business affairs, business strategy & policy of the Company from the top. He has vast experience in advertising and Outdoor Business. Apart from his accomplishment in Advertising, Mr. Mukesh Kumar Gupta, is, General Secretary (North) Indian Outdoor Advertising Association, Chairman of Media, Entertainment and Art Industry and also cultural committee member of PHD Chambers of Commerce and Industry.

Mr. Alok Mukesh Gupta aged 37 years, is Executive Director of our Company. He holds a degree of Bachelor of Commerce (Honours) from University of Birmingham, United Kingdom. He possesses post graduate programme in business management from SP Jain Institute of Management & Research, Mumbai. He is with the Company since more than 17 years. He looks after all the business projects planning and execution, business development, strategic planning and Finance at director level.

Mr. Deepak Jagdish Bahuguna, aged 59 years, is Non Executive Director of our Company. He holds degree of Bachelor in Commerce from University of Delhi. He has an experience of more than 20 years in handling the accounting aspects. He is with the Company since 1997 and is currently looking after accounting function in the Company. He is handling daily budgeting and payment scheduling activities.

Mr. Varun Narendra Kohli - Non-Executive Independent Director

Mr. Varun Narendra Kohli, aged 52 years, is Non-Executive Director of our Company. He possesses post graduate diploma in management from Shiva Institute of Management Studies and Post Graduate Diploma in

Marketing and Sales Management from Institute of Management Studies, New Delhi YMCA. He is enriched with experience of over 25 years in Sales, Marketing, Advertisement and Business Management.

Mrs. Sudha Sarthak Maheshwari, aged about 48 Years, is Non Executive Independent Director of our Company. She holds a degree of Bachelor of Arts from University of Mumbai. She possesses Master of Science in Economics from University of Warwik, United Kingdom and Master of Business Administration from University of Warwik, United Kingdom Mrs. Sudha comes with 15 years of rich experience in business strategy, marketing and communications and has worked at MNCs including Citibank, Deloitte and Philip Morris International. She is a communications expert and the Founder & CEO of words work (a unit of B.R.M Management & Consultancy Pvt. Ltd) that provides marketing advisory, content and social media marketing solutions to companies in India and abroad.

Mr. Vaibhav Parmanand Tapdia, aged 47 years, is the Non-Executive Independent Director of our Company. He holds a degree of Bachelor of Commerce. He possesses post-graduation degree of Master in Business Administration from the American University. He is a fellow member of Institute of Chartered Accountants of India. He has a rich experience in accounts, finance, fund raising, Market research, Project Conceptualization and branding of real estate projects. He is the founder of ‘Keystone' a customer centric real estate Investment, Development and management brand.

Mr. Harish Bansi Dhar Sharma, aged 60 years, is the Non-Executive Independent Director of Our Company. He is Journalist, PR Expert, Author and Film Director. He graduated from Bareilly College. Mr. Harish Sharma made his distinguished contributions to publications such as 'Aaj' and 'Dainik Jagran,' as well as working with India's largest news agency, PTI, worked as an independent journalist for a few years, including stints at 'Jain TV' and 'IN TV' of the Hinduja Group. His main achievements have been the promotion of Tips Music and Vashu Bhagnani production 'Bade Miyan Chote Miyan,' featuring Amitabh Bachchan and Govinda, production of short film 'Akhiri Munadi' and direction film '2 Nights in Soul Valley, a documentary titled 'A Soldier Becomes a Monk, finalized his upcoming books, including 'Spot Fixing - No Ball 2 Crore,' which has already been released on Amazon's Kindle.

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum or sums of money for the purposes of our Company.

Pursuant to a special resolution passed on March 27, 2023 our shareholders in their Extra Ordinary General Meeting authorized our Board to borrow from time to time such sums of money as may be required under Section 180(1)(c) of the Companies Act, 2013, provided that such amount shall not exceed Rs. 100 Crores.

For further details of the provisions of our Articles of Association regarding borrowing powers, please refer to the section titled 'Main Provisions of the Articles of Association' beginning on page no 260 of this Draft Prospectus.

Mr. Mukesh Kumar Gupta, was designated as the Managing Director of the Company w.e.f. 06-03-2023 vide Board of Directors resolution dated 06-03-2023. Subsequently his remuneration was decided vide Agreement dated march 06, 2023 and passed by EGM resolution dated August 09, 2023. The significant terms of the agreement are as below:

Mr. Alok Mukesh Gupta, was as designated Executive Director vide Board Resolution w.e.f. 05-11-2009 Subsequently his remuneration was decided and passed by the Board resolution dated October 27, 2022 on following terms and conditions:

Our Non-Executive Independent Directors are entitled to sitting fees for attending meetings of the Board, or of any committee of the Board and as may be decided by our Board in accordance with the provisions of the Articles of Association, the Companies Act, 2013 and other applicable laws and regulations. No remunerations and/ or sitting fees is paid/ payable to any of our Non-Executive and Independent Director. The only Non-Executive Director is Mr. Deepak Bahuguna. We have not paid any sitting fees to him during the FY 2022-23. All the Independent Directors were appointed during FY 2023-24 itself.

Our Articles of Association do not require our directors to hold qualification shares. As on date of filing of this draft Prospectus, except the following, none of our other Directors hold any Equity Shares of our Company:

Interest of Directors

The Non-Executive Independent Director may be deemed to be interested to the extent of sitting fees payable to them (if any) for attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable to him for his services as Executive Director of our Company and reimbursement of expenses as well as to the extent of commission and other remuneration, if any, payable to them under our Articles of Association. Some of the Directors may be deemed to be interested to the extent of consideration received/ paid or any loans or advances provided to anybody corporate including companies and firms, and trusts, in which they are interested as directors, members, partners or trustees.

All our Directors may also be deemed to be interested to the extent of equity shares, if any, already held by them or their relatives in our Company, or that may be subscribed for and allotted to our Non-Promoter Directors, out of the Issue and also to the extent of any dividend payable to them and other distribution in respect of the said equity shares.

Our Directors, Non-Executive Independent Director may also be regarded as interested in the equity shares, if any, held or that may be subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as directors, members, partners, and/ or trustees.

Our Directors may also be regarded interested to the extent of dividend payable to them and other distribution in respect of the equity shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which they are interested as directors, members, partners and promoters, pursuant to the Issue.

Our Directors may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered into by the Company with either the Director himself or other company in which they hold directorship or any partnership firm in which they are partners, as declared in their respective declarations.

Except as stated in this chapter titled "Our Management" and the chapter titled "Financial Statement- Annexure 42- Related Party Transactions" beginning on page nos. 117 and 174 of this Draft Prospectus respectively and to the extent to remuneration received/ to be received by our directors, none of our directors have any interest in the promotion of our Company.

Save and except as stated otherwise in "Our Properties" within the chapter titled "Our Business" on page no. 102 and in ‘Annexure 42: Statement of Related Parties' Transactions' in the chapter titled ‘Restated Financial Statement' beginning on page no. 140 of this Draft Prospectus:

- Our Directors have no interest in any property acquired or proposed to be acquired by our Company in the preceding two years from the date of this Draft Prospectus;

- Our Directors do not have any interest in any transaction regarding the acquisition of land, construction of buildings and supply of machinery, etc. with respect to our Company as on the date of this Draft Prospectus;

- Our Directors have not entered into any contract, agreement or arrangements in relation to acquisition of property, since incorporation in which the Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them as on the date of this Draft Prospectus.

Save and except as stated otherwise in ‘Annexure 42: Statement of Related Parties' Transactions' in the chapter titled ‘Restated Financial Statement' beginning on page no. 140 of this Draft Prospectus:

- Our Directors do not have any other interests in our Company and/or our business as on the date of Draft Prospectus except to the extent of their shareholding in our Company and/ or their relative shareholding in our Company and/ or any dividends paid/ payable to them and/ or their relatives and/or any other distributions in respect of the Equity Shares of our Company;

- Our Directors are not interested in the appointment of Underwriters, Market Markers, Registrar and Bankers to the Issue or any such intermediaries registered with SEBI as required to be appointed for the process of listing;

- There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the directors was selected as a director or member of senior management;

- Our company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Prospectus in which the Directors are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company.

Except as stated in the ‘Annexure 42: Statement of Related Parties' Transactions' on 174 and chapter titled "Statement of Financial Indebtedness" on page no.190 in the chapter titled ‘Restated Financial Statement' beginning on page no. 140 of this Draft Prospectus:

- Our Company has not availed any loans from our Directors of our Company as on the date of this Draft Prospectus;

- None of our sundry debtors or beneficiaries of loans and advances are related to our directors.

Except as stated in the chapter titled ‘Our Management, ‘Capital Structure' and ‘Annexure 42: Statement of

Related Parties' Transactions' beginning on page no. 117, 52 and 174 of this Draft Prospectus, our Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to them for services rendered to us in accordance with the provisions of the Companies Act and in terms of agreements entered into with our Company, if any and in terms of our AOA.

Except as stated in this Chapter, none of the key managerial personnel 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.

Our key managerial personnel may also be deemed to be interested to the extent of Equity Shares that may be subscribed for and allotted to them, pursuant to this Issue. Such 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 the said Equity Shares.

None of our key managerial personnel has been paid any consideration of any nature, other than their remuneration except as stated in the chapter titled ‘

Related Parties' Transactions' beginning on page no.117, 52 and 174 of this Draft Prospectus.

Except as stated in the ‘Annexure 42: Statement of Related Parties' Transactions' on page no. 174 and in the Chapter titled "Statement of Financial Indebtedness" of our Company on page no. 190 of this Draft Prospectus, there is no service contracts entered into with any Directors for payments of any benefits or amount upon termination of employment.

Except as stated in the ‘Annexure 42: Statement of Related Parties' Transactions' on page no. 174, there is no there is no bonus or profit-sharing plan for the Directors of our Company

No Director has received or is entitled to any contingent or deferred compensation as on the date of filing this Draft Prospectus. Further, there is no contingent or deferred compensation accrued for the year, which is payable to our Directors as on the date of filing this Draft Prospectus.

There has been no change in the Board of Directors, except as stated below during the last three (3) years preceding the date of Draft Prospectus:

Applicable provision of the Companies Act, 2013 with respect to corporate governance and the provisions of the SEBI (LODR) Regulations, 2015, as amended from time to time, will be applicable to our Company upon the listing of the Equity Shares with the Stock Exchanges in India.

Our Company is in compliance with the corporate governance code in accordance with Companies Act, 2013, SEBI (LODR) Regulations, 2015 and SEBI Regulations, as amended from time to time, particularly those relating to composition of Board of Directors and constitution of committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board's supervisory role from the executive management team and constitution of the Board Committees, as required under law.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. The Board functions either as a full board, or through various committees constituted to oversee specific operational areas.

Composition of Board of Directors

Currently, the Board of Directors of our Company has an optimum combination of executive and non-executive Directors as envisaged in accordance with Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Our Board has 6 Directors, comprising of 2 Executive Directors and 1 Non-Executive - Non Independent Director and Three Non-Executive Independent Directors.

Our Company has constituted the following Committees in compliance with the corporate governance norms:

1) Audit Committee;

2) Nomination and Remuneration Committee; and

3) Stakeholders Relationship Committee.

Audit Committee

The Audit Committee was constituted vide Board resolution dated May 15, 2023 pursuant to section 177 of the Companies, Act, 2013. As on the date of this Draft Prospectus the Audit Committee consists of the following Directors:

Our Company Secretary and Compliance Officer of the Company would act as the secretary of the Audit Committee.

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

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

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

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; i. Changes, if any, in accounting policies and practices and reasons for the same; ii. Major accounting entries involving estimates based on the exercise of judgment by management; iii. Significant adjustments made in the financial statements arising out of audit findings; iv. Compliance with listing and other legal requirements relating to financial statements; v. Disclosure of any related party transactions; vi. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly 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, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ Draft Prospectus/ 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. Review and monitor the auditor's independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

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

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

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 17. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board. 18. 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.

19. To review the functioning of the Whistle Blower mechanism.

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India. Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act, the said audit committee shall have such additional functions / features as is contained in this clause.

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.

5. The audit committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee.

The Audit Committee shall mandatorily review the following information: a) Management discussion and analysis of financial condition 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. The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders.

The audit committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two independent members at each meeting.

Stakeholder`s Relationship Committee

The Shareholders and Investors Grievance Committee have been formed by the Board of Directors pursuant to section 178 (5) of the Companies Act, 2013 at the meeting held on May 15, 2023

As on the date of this Draft Prospectus the Shareholders and Investors Grievance Committee consists of the following:

Our Company Secretary and Compliance Officer of the Company would act as the secretary of the Shareholders/ Investors Grievance Committee.

This Committee will address all grievances of Shareholders and Investors in compliance of the provisions of section 178 (5) of the Companies Act, 2013 and its terms of reference include the following:

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

3. Review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of improving the system of redressal of Shareholders' /Investors' grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

The Stakeholders Relationship Committee is required to meet at least once a year and report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

Nomination and Remuneration Committee

The re-constitution of the Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors pursuant to section 178 of the Companies Act, 2013 held on May 15, 2023.

As on the date of this Draft Prospectus the Remuneration Committee consists of the following Directors:

Our Company Secretary and Compliance Officer of the Company would act as the secretary of the Nomination and Remuneration Committee.

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

1. Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

2. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

3. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. Devising a policy on diversity of board of directors;

5. 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;

6. Determine our Company's policy on specific remuneration package for the Managing Director / Executive

Director including pension rights;

7. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

9. Decide the amount of Commission payable to the Whole Time Directors; a) Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and b) To formulate and administer the Employee Stock Option Scheme.

The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

Policy on Disclosures and Internal Procedure for Prevention of Insider Trading

Our Company undertakes to comply with the provisions of Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, after listing of our Company's equity shares on the Stock Exchange in India. Further, Board of Directors have approved and adopted the policy on insider trading in view of the proposed public issue.

Our Company Secretary and Compliance Officer is responsible for setting forth policies, procedures, monitoring and adhering to the rules for the prevention of price sensitive information and in the implementation of the code of conduct under the overall supervision of the Board.

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are permanent employees of our Company. Below are the details of the Key Managerial Personnel of our Company:

Other than the Managing Director of our Company whose details are provided hereinabove, the details of our Key Managerial Personnel, as on the date of this Draft Prospectus are set forth below.

Mr. Anil Kumar Rustagi is the Chief Financial Officer of our Company since March 10, 2023. He holds a degree of Master of Commerce from Bareli University. He oversees the day-to-day financial activities in the Company. He is a financial wizard and his capabilities to find solution and constantly evolve himself are legendary; and the reason of presiding Agency's toughest job as the head of its Finance and Accounts Department. He began his professional journey 40 years ago. In the modern ecosystem, his experience adds great value. Committed, focused, and upright, his expertise keeps company's finances healthy. He is associated with our Company since 1997.

Mr. Shobharam Dhama is the Company Secretary and Compliance Officer of our Company since March 10, 2023. He possesses Provisional Certificate of B.A. External from Kakatiga University. He is an associate member of Institute of Company Secretaries of India. He oversees secretarial compliance in our Company. He has served Indian Air Force from November 1988 to November 2008. He was admitted as member of ICSI on 30 May 2009 and since then he had been practicing as S Dhama & Associates. He surrendered his CoP and joined the Graphisads Limited as Company Secretary & Compliance officer on March 10, 2023.

Except as mentioned below, none of the other Directors are related to each other and have any family relationships as per section 2(77) of the Companies Act, 2013:

Mr. Mukesh Kumar Gupta and Mr. Alok Mukesh Gupta being father and son to each other. Mrs. Padma Mukesh Gupta being spouse to Mr. Mukesh Kumar Gupta and mother to Mr. Alok Mukesh Gupta.

Arrangement / Understanding with Major Shareholders / Customers / Suppliers.

As on the date of this Draft Prospectus, Our Company has no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any of the Directors or Key Managerial Personnel was selected as a director or member of senior management.

Shareholding of the Key Managerial Personnel other than the Directors

Changes in Key Managerial Personnel during the last three years

Following have been the changes in the Key Managerial Personnel during the last three years:

Interest of Key Managerial Personnel

Except as disclosed in "Interest of Directors" in "Our Management" on page no. 121 of this Draft Prospectus in respect of our directors, none of our other key managerial personnel 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.

Our key managerial personnel may also be deemed to be interested to the extent of Equity Shares that may be subscribed for and allotted to them, pursuant to this Issue. Such 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 the said Equity Shares.

Except as disclosed in the chapter "Our Management" beginning on page 117 of this Draft Prospectus, none of our key managerial personnel has been paid any consideration of any nature, other than their remuneration.

As on the date of this Draft Prospectus our Company does not have any performance linked bonus or profit-sharing plan with any of our key managerial personnel and any bonus and/ or profit-sharing plan for the Key Managerial Personnel, except the normal bonus payment as a part of remuneration except as disclosed in ‘Annexure 42: Statement of Related Parties' Transactions' under the chapter ‘Financial Statement' beginning on page no. 140 of this Draft Prospectus.

Contingent and Deferred Compensation payable to Key Managerial Personnel

None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation.

Scheme of Employee Stock Options or Employee Stock Purchase (ESOP/ESPS SCHEME)

Our Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme or any other similar scheme giving options in our Equity Shares to our employees.

Loans to Key Managerial Personnel

Except as disclosed in chapter ‘Financial Statement' beginning on page no. 140, there are no loans outstanding against the Key Managerial Personnel as on the date of this Draft Prospectus.

Except for the payment of salaries, perquisites and reimbursement of expenses incurred in the ordinary course of business and as disclosed in ‘Annexure 42: Statement of Related Parties' Transactions' under the chapter

‘Financial Statement' beginning on page no. 174, we do not have any performance linked bonus or profit-sharing plan with any of our Key Managerial Personnel. Further, we have not paid/ given any other benefit to the officers of our Company, within the two preceding years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft Prospectus.

As on the date of this Draft Prospectus, our Company has not entered into any service contracts with the Key

Managerial Personnel's