Crizac Ltd

  • BSE Code : 544439
  • NSE Symbol : CRIZAC
  • ISIN : INE0S4R01014
  • Industry :MISCELLANEOUS

up-arrow 352.84 14.40(4.25%)

Open Price ()

341.80

Prev. Close ()

338.44

Volume (No’s)

22,861,799

Market Cap ()

6,174.08

Low Price ()

335.86

High Price ()

366.70

 

Directors Reports

OUR MANAGEMENT

Companies Act and our Articles of Association, require that our Board shall comprise of not less than 3 and not more than 15 Directors. However, our Shareholders may appoint more than 15 Directors after passing a special resolution in a general meeting. As on the date of filing of this Red Herring Prospectus, our Board comprises 6 Directors, of whom 2 are Executive Directors, 1 Non-Executive Director and 3 are Independent Directors including 1 Independent women director. Our Company is in compliance with the laws prescribed under the SEBI Listing Regulations and the Companies Act in relation to the composition of our Board and constitution of committees thereof.

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

Sr. No.

Name, designation, term, period of directorship, address, occupation, date of birth and DIN

Age

Other Directorship

1.

Dr. Vikash Agarwal

47 years

Indian Companies

Designation: Chairman and Managing Director

Nil

Current Term: From February 14, 2024 for a period of 5 years

Foreign Companies

Period of Directorship: Chairman and Managing

1. Crizac Ltd
Director since February 14, 2024 2. ACG Technologies Ltd.

Address: Urbana Appt No 1604, 16th Floor, Tower No

3. UCOL FZE
1, 783 Anandpur, E.K.T, Kolkata, West Bengal, 700107

Occupation: Business

Date of Birth: December 28, 1977

DIN: 03346531

2.

Manish Agarwal

44 years

Indian Companies

Designation: Whole Time Director and Chief Financial Officer

1. Crizac Technologies Private Limited

Current Term: From February 15, 2024 for a period of 5 years

2. Crizac Informatics Private Limited

Period of Directorship: Director since January 3, 2011

3. UCOL Services Private Limited

Address: Flat No 1704, Tower - 1, Urbana Complex, 783

Anandapur, E.K.T. Kolkata 700107

Foreign Companies

Occupation: Business

1. UCOL FZE

Date of Birth: August 23, 1980

DIN: 03043680

3.

Pinky Agarwal

42 years

Indian Companies

Designation: Non- Executive Director

UCOL Services Private Limited

Current Term: From February 14, 2024, liable to retire by rotation

Foreign Companies

Nil

Period of Directorship: Director since January 3, 2011

Sr.

Name, designation, term, period of directorship,

Age

Other Directorship

No.

address, occupation, date of birth and DIN Address: Urbana Appt No 1604, 16th Floor, Tower No 1, 783 Anandpur, E.K.T, Kolkata, West Bengal, 700107

Occupation: Business

Date of Birth: July 25, 1982

DIN: 03043682

4.

Rakesh Kumar Agrawal

46 years

Indian Companies

Designation: Independent Director

1. Impact Infra Solutions Private Limited

Current Term: From February 14, 2024 for a period of 5 years

2. Aash Trading Company Private Limited

Period of Directorship: Independent Director since February 14, 2024

Foreign Companies

Address: House No. 60, Ground Floor, Pocket A-1, Sector 8 Rohini, Sector 8, North West Delhi, 110085

1. Crizac Ltd

Occupation: Business

2. UCOL FZE

Date of Birth: July 29, 1978.

DIN: 02312091

5.

Anuj Saraswat

38 years

Indian Companies

Designation: Independent Director

1. Nek Karam Charitable Foundation

Current Term: From February 14, 2024 for a period of

3 years 2. SSMD Agrotech India Limited

Period of Directorship: Independent Director since

February 14, 2024

Foreign Companies

Address: 17/1, Rampuria Bhawan, Flat-3, Mukhram Kanoria Road, Howrah Railway Station, West Bengal 711101

Nil

Occupation: Professional

Date of Birth: July 21, 1986

DIN: 08697386

6.

Payal Bafna

35

Indian Companies

years

Designation: Independent Director

1. Vijay Textiles Limited

Current Term: From March 21, 2024 for a period of 3 years

2. Purv Flexipack Limited

Period of Directorship: Independent Director since

3. Godavari Commodities Limited
March 21, 2024
4. Premier Auto Finance Ltd.

Address: 50 Joy Narayan Santra Lane, Haora (M.Corp), Howrah, West Bengal 711101.

Foreign Companies

Occupation: Professional

Nil

Date of Birth: October 28, 1989

DIN: 09075302

Brief Profile of our Directors

Dr. Vikash Agarwal aged 47 years is the Chairman and Managing Director and Promoter of our Company. He holds a degree of Bachelor of Technology (Textile Technology) from Maharshi Dayanand University Rohtak and a Doctor of Philosophy from Heriot-Watt University. He was a director of Gateway Abroad Ltd. in 2005. He is also a director of Crizac Ltd. He has a total 20 years of experience in education consultancy industry.

Manish Agarwal aged 44 years is the Whole Time Director and Chief Financial Officer and Promoter of our Company. He holds a certificate of membership from Institute of Chartered Accountants of India. He has been associated with our Company since 2011 and has a total 14 years of experience in education consultancy industry.

Pinky Agarwal aged 42 years is a Non-Executive Director and Promoter of our Company. She has passed Bachelor of Commerce (Honours) from Sambalpur University. She is currently a director on the board of UCOL Services Private Limited (formerly known as Web Stylio Private Limited and UCOL Education Services Private Limited) and has been associated with our Company since 2011. She has a total 14 years of experience in education consultancy sector.

Rakesh Kumar Agrawal aged 46 years an Independent Director of our Company. He is a member of the Institute of Chartered Accountants in India. He has a sole proprietorship i.e., R Agrawal and Associates since July 1, 2013 and has over 11 years of experience in financial services.

Anuj Saraswat aged 38 years an Independent Director of our Company. He holds a degree of Bachelor of Commerce from Calcutta University and a Master of Commerce in Business Policy and Corporate Governance from Indira Gandhi National Open University. He also holds a Diploma for Bachelor of Law from Fakir Mohan University. He was admitted as an Associate Member of the ICSI on July 10, 2024 and as a Fellow of the ICSI on October 15, 2019. He is a proprietor of A Saraswat & Associates, a Practicing Company Secretary firm which has been in operation since March 2015. He has been elected as Vice Chairman of Eastern India Regional Council of ICSI and was previously elected as Chairman of Managing Committee of ICSI, Hooghly Chapter. He has over 10 years of experience in secretarial services.

Payal Bafna aged 35 years is an Independent Directors of our Company. She holds a degree in Bachelor of Commerce with Honours from University of Calcutta. She has passed her Bachelor of Law from Fakir Mohan University, Balasor and is an Associate of Institute of Company Secretaries of India. She has over 8 years of experience in secretarial service and has her own CS Firm, P B & Associates.

Advisory Board

Our Company has constituted an advisory board comprising Maximus Armani, Christopher Mark Bustin, Maire Caitlin Gallen, and David John Caine. Maximus Armani is associated with the international finance industry. Christopher Mark Bustin, Maire Caitlin Gallen, and David John Caine have been associated with global education industry. Each member of our Advisory Board will help us in being prepared to take advantage of opportunities in our business and react swiftly to any changes in our key geographies. As on the date of this Red Herring Prospectus, the members of our Advisory Board are engaged with us on an honorary basis and are not entitled to any remuneration or honorarium.

Confirmations

None of our Directors were or are directors of listed companies during the preceding 5 years of this Red Herring Prospectus whose shares have been or were suspended from being traded on any stock exchange during his / her tenure as a director of such listed company.

None of our Directors were or are directors in listed companies which were delisted from the stock exchanges during his / her tenure.

Except as disclosed in this Red Herring Prospectus, none of our Directors are interested as a member in any firm or company which has any interest in our Company.

Except as disclosed in ‘Restated Financial Information Note 47 Related Party Disclosures pursuant to Indian Accounting Standard 24' on page 308 and ‘Proforma Consolidated Financial Information - Note 43 - Related Party Disclosures pursuant to Indian Accounting Standard - 24' on page 349 our Directors do not have a conflict of interest with the suppliers of raw materials and third party service providers (crucial for operations of the Company) or with lessors of our immovable property (crucial for operations of the Company).

Except as stated below, none of our Directors are related to each other:

1. Dr. Vikash Agarwal, our Chairman and Managing Director, and Manish Agarwal, our Whole Time Director and Chief Financial Officer are brothers;

2. Pinky Agarwal, our Non Executive Director, is wife of Dr. Vikash Agarwal, our Chairman and Managing Director

Further, except for the relationship set out above, our Directors are not related to any of the Key Managerial Personnel and Senior Management of our Company.

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

Further:

None of our Directors has been identified as a Wilful Defaulter or Fraudulent Borrower as defined under the SEBI ICDR Regulations; and

None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic Offenders Act, 2018.

Arrangement or understanding with major shareholders, customers, suppliers or others

None of our Directors were selected / appointed as Directors of our Company pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others.

Service contracts with Directors

None of our Directors have entered into service contracts with our Company which provide benefits upon termination of employment.

Borrowing Powers of our Board

In accordance with the Articles of Association of our Company, and Section 180(1)(c) of the Companies Act, 2013, our Shareholders have pursuant to a special resolution dated February 14, 2024, authorised our Board to borrow any sum or sums of money for the purpose of business of the Company, notwithstanding that the monies to be borrowed together with the money already borrowed by the Company must not exceed 3,000.00 million over and above the aggregate paid-up share capital, free reserves and securities premium of our Company.

Terms of Appointment of the Executive Directors of our Company

Chairman and Managing Director

Dr. Vikash Agarwal was appointed as the Chairman and Managing Director of our Company with effect from February 14, 2024 until February 13, 2029 pursuant to the shareholders resolution dated February 14, 2024. He is entitled to the following remuneration and perquisites with effect from February 14, 2024:

Date of appointment

February 14, 2024

Term of appointment

5 years

Remuneration

1.00 million per month*

Other Terms and Conditions / Perquisites and allowances of expenses

Rent free accommodation# or house rent allowance, medical and leave travel reimbursement, provision of car and other benefits as per applicable laws and Company's rules.

* Pursuant to the resolution passed by the shareholders of our Company dated February 14, 2024, the basic salary will increase by 10% every year subject to Schedule V of the Companies Act, 2013.

#As a part of terms of appointment, our Company provides rent free accommodation to Dr. Vikash Agarwal at flat no. 3901, Tower 3, 783, Anandapur, East Kolkata Township, Kolkata, West Bengal 700 107 which our Company has taken on lease.

Whole Time Director and Chief Financial Officer

Manish Agarwal was appointed as the Whole Time Director and Chief Financial Officer of our Company with effect from February 15, 2024 until February 14, 2029 pursuant to the shareholders resolution dated February 14, 2024. He is entitled to the following remuneration and perquisites with effect from February 15, 2024:

Date of appointment

February 15, 2024

Term of appointment

5 years

Remuneration

1.00 million per month*

Other Terms and Conditions / Perquisites and allowances of expenses

Medical and leave travel reimbursement, provision of car and other benefits as per applicable laws and Company's rules.

* Pursuant to the resolution passed by the shareholders of our Company dated February 14, 2024, the basic salary will increase by 10% every year subject to Schedule V of the Companies Act, 2013.

Terms of appointment of our Non-Executive Directors and Independent Directors

Pursuant to a resolution passed by our Board at its meeting held on February 14, 2024, our Non-Executive Director i.e., Pinky Agarwal and each of our Independent Directors is entitled to receive sitting fees of 25,000 for attending meetings of our Board and, or Committees of our Board. Our Independent Directors are also entitled to travelling and accommodation expenses, based on actuals.

Neither our Company nor our Subsidiary has paid any compensation or granted any benefit on an individual basis to any of our Directors (including contingent or deferred compensation) other than the remuneration paid to them for Fiscal 2024.

Payment or benefits to Directors

The details of payments and benefits made to our Directors by our Company, in Fiscal 2025 are as follows:

Executive Directors

(in million)

Sr. No.

Name of the Executive Director Amount
1. Dr. Vikash Agarwal 19.50*
2. Manish Agarwal 19.50*

*Includes 7.5 million paid on May 27, 2024 as performance based bonus

Non-Executive Directors and Independent Directors

(in million)

Sr. No.

Name of Non-Executive and

Designation

Amount

Independent Director

1. Pinky Agarwal Non-Executive Director 0.23
2. Rakesh Kumar Agrawal Independent Director 0.35
3. Anuj Saraswat Independent Director 0.35
4. Payal Bafna Independent Director 0.20

Remuneration paid by our Subsidiaries

None of our Directors have received any remuneration from the Subsidiaries of our Company.

Bonus or Profit-Sharing Plans

None of our Directors are party to any bonus or profit-sharing plan of our Company other than performance based discretionary incentives given to Dr. Vikash Agarwal and Manish Agarwal.

Contingent or Deferred Compensation to our Directors

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

The Articles of Association of our Company do not require our Directors to hold any qualification shares.

The shareholding of our Directors in our Company as of the date of this Red Herring Prospectus is set forth below:

Sr. No. Name of Director

Number of Equity Shares Percentage shareholding (%)
1. Pinky Agarwal 82,118,336 46.93
2. Manish Agarwal 53,482,885 30.56
3. Dr. Vikash Agarwal 5,223,484 2.99

Total

140,824,705 80.48

Interest of our 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 Director or 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 ‘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 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, see ‘Restated Financial Information' and' Proforma Consolidated Financial Information' on pages 251 and 324 respectively.

Interest of our Directors in the promotion/formation of our Company

Except for Dr. Vikash Agarwal, our Chairman and Managing Director, Pinky Agarwal, our Non-Executive Director, and Manish Agarwal, our Whole Time Director and Chief Financial Officer, none of our Directors were involved in the promotion and formation of our Company.

Interest of our Directors in property

None of our Directors are interested in any property acquired or proposed to be acquired of our Company.

Other interest

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 respectively, in cash or shares or otherwise by any person either to induce him / her to become, or to qualify him/ her as, a Director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the promotion or formation of our Company.

None of our Directors have not been associated with any company that has been struck-off by the registrar of companies or the Ministry of Corporate Affairs.

Changes in our Board in the last 3 years

Except for the following, there has been no change in the Board of Directors of the Company, in the last 3 years.

Sr. No. Name

Date of Appointment/ Change in Designation/Cessation

Reasons

1. Payal Bafna March 21, 2024 Appointment as Independent Director
2. Khusboo Sethia March 14, 2024 Resignation due to personal reasons
3. Manish Agarwal February 15, 2024 Appointed as Whole Time Director and
Chief Financial Officer
4. Manish Agarwal February 14, 2024 Resignation for subsequent appointment
as Whole Time Director
5. Dr. Vikash Agarwal February 14, 2024 Appointed as Chairman and Managing
Director
6. Pinky Agarwal February 14, 2024 Appointed as Non-Executive Director
7. Rakesh Kumar Agrawal February 14, 2024 Appointment as Independent Director
8. Khusboo Sethia February 14, 2024 Appointment as Independent Director
9. Anuj Saraswat February 14, 2024 Appointment as Independent Director
10. Shakuntala Devi February 14, 2024 Resignation due to personal reasons

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 and the SEBI Listing Regulations. Our Board functions either as a full board or through various committees constituted to oversee specific operational areas.

As on the date of this Red Herring Prospectus, our Board comprises 6 of whom 2 are Executive Directors, 1 Non-Executive Director, 3 are Independent Directors, including 1 independent women director.

Committees of our Board

Our Board has constituted the following committees of the Board in terms of the SEBI Listing Regulations and the Companies Act:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee; and

6. IPO Committee.

In addition to the above, our Board may, from time to time, constitute committees to delegate certain powers for various functions, in accordance with applicable laws.

Audit Committee

The Audit Committee of our Board was constituted by a resolution of our Board at their meeting held on February 14, 2024. The constitution of the Audit Committee is as follows:

Sr. No.

Name of the Member

Designation

Position in the Committee

1. Rakesh Kumar Agrawal Independent Director Chairperson
2. Anuj Saraswat Independent Director Member
3. Manish Agarwal Whole Time Director and Chief Member
Financial Officer

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

The role of the Audit Committee shall include the following:

1. To oversee the financial reporting process;

2. To review financial results and related information and disclosure of financial information relating to the Company to ensure that the financial statements are correct, sufficient and credible;

3. To approve or modify any related party transactions, to review internal financial controls and risk management system;

4. To formulate policy on related party transactions, which shall include materiality of related party transactions;

5. To 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;

6. To recommend appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the Company and the fixation of the audit fee;

7. To review and evaluate with the management performance of statutory and internal auditors, effectiveness of audit process and adequacy of the internal control systems;

8. To review and monitor the statutory auditor's independence and performance, and effectiveness of audit process;

9. Approval of payment to statutory auditors for any other services rendered by the statutory auditors of the Company;

10. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

i. 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 as amended from time to time; ii. Changes, if any, in accounting policies and practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by management; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; and vii. Modified opinion(s) in the draft audit report.

11. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

12. Approval or any subsequent modifications 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;

13. To set out criteria for granting omnibus approval in line with the Company's policy on related party transactions and such approval shall be applicable in respect of transactions which are repetitive in nature;

14. Scrutinising of inter-corporate loans and investments;

15. Valuation of undertakings or assets of the Company, wherever it is necessary;

16. Evaluation of internal financial controls and risk management systems;

17. 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;

18. 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;

19. Discussing with internal auditors on any significant findings and follow up thereon;

20. 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;

21. Discussing 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;

22. Looking 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;

23. Reviewing the functioning of the whistle blower mechanism;

24. Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate; and

25. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, the SEBI Listing Regulations, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or by any other regulatory authority.

26. Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary

exceeding 1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as per applicable law.

27. Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

28. To ensure that an Information System Audit of the internal systems and processes is conducted at least once in two years to assess operational risks faced by the Company.

29. 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.

B. 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, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C. Reviewing Powers

The Audit Committee shall mandatorily review the following information:

1. management's discussion and analysis of financial condition and results of operations; 2. statement of significant related party transactions submitted by the management; 3. management letters / letters of internal control weaknesses issued by the statutory auditors; 4. internal audit reports relating to internal control weaknesses; 5. the appointment, removal and terms of remuneration of the chief internal auditor; 6. examination of the financial statements and the auditors' report thereon;

7. review the financial statements, in particular, the investments made by any unlisted subsidiary; and

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 February 14, 2024. The constitution of the Nomination and Remuneration Committee is as follows:

Sr. No.

Name of the Director Designation Position in the Committee
1. Rakesh Kumar Agrawal Independent Director Chairperson
2. Pinky Agarwal Non-Executive Director Member
3. Anuj Saraswat Independent Director Member

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 attributes and independence of a director and recommend to the board of directors of the Company (Board or Board of Directors) a policy relating to the remuneration of the directors, key managerial personnel and other employees (Remuneration Policy);

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

a. 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;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. 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.

3. formulation of criteria for evaluation of performance of independent directors and the Board;

4. devising a policy on Board diversity;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and 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;

6. reviewing and recommending to the Board, manpower plan/ budget and sanction of new senior management positions from time to time in the future;

7. 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:

i. use the services of an external agencies, if required; ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and iii. consider the time commitments of the candidates,

8. extending or continuing the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

9. evaluation and recommendation of termination of appointment of directors in accordance with the Board's governance principles for cause or for other appropriate reasons;

10. making recommendations to the Board in relation to the appointment, promotion and removal of the senior management personnel;

11. recommending to the board, all remuneration, in whatever form, payable to senior management, including revisions thereto;

12. administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option Scheme of the Company;

13. 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:

i. the SEBI Insider Trading Regulations; and

ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended.

14. 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;

15. performing such other functions as may be necessary or appropriate for the performance of its duties;

16. periodically reviewing and re-examining the terms of reference and making recommendations to our Board for any proposed changes;

17. authorization to obtain advice, reports or opinions from internal or external counsel and expert advisors;

18. ensuring proper induction program for new directors, key managerial personnel and senior management and reviewing its effectiveness along-with ensuring that on appointment, they receive a formal letter of appointment in accordance with guidelines provided under the Companies Act, 2013;

19. developing a succession plan for our Board and senior management and regularly reviewing the plan;

20. ensuring that it proactively maintains a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company;

21. consideration and determination of the nomination and remuneration policy based on performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate; and

22. 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.

Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee of our Board was constituted by a resolution of our Board at their meeting held on February 14, 2024. The constitution of the Stakeholders' Relationship Committee is as follows:

Sr. No.

Name of the Director

Designation

Position in the Committee

1. Rakesh Kumar Agrawal Independent Director Chairperson
2. Dr. Vikash Agarwal Chairman and Managing Director Member

3.

Manish Agarwal

Whole-Time Director and Chief Financial Officer

Member

The scope and functions of the Stakeholders' Relationship Committee are in accordance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations and its terms of reference are as follows:

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 interests of shareholders, debenture holders and other security holders;

2. resolving the grievances of the security holders of the listed entity including complaints related to allotment of shares, transfer of shares or debentures, including non-receipt of share or debenture certificates and review of cases for refusal of transfer / transmission of shares and debentures, depository receipt, non-receipt of annual report , balance sheet or profit and loss account, non-receipt of declared dividends, issue 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 shareholders;

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 issue 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 shareholders 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 re-constituted by a resolution of our Board at their meeting held on March 21, 2024. The constitution of the Corporate Social Responsibility Committee is as follows:

Sr. No.

Name of the Director

Designation

Position in the Committee
1. Dr. Vikash Agarwal Chairman and Managing Director Chairperson

2.

Manish Agarwal

Whole Time Director and Chief

Member
Financial Officer
3. Payal Bafna Independent Director Member

The scope and functions of the Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act and have been set out below:

Terms of Reference for the Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is authorized to perform the following functions:

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. identify 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 (a) 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. assistance to the Board to ensure that our Company spends towards the corporate social responsibility activities in every Fiscal, such percentage of average net profit/ amount as may be prescribed in the Companies Act, 2013 and/ or rules made thereunder;

7. providing explanation to the Board if the Company fails to spend the prescribed amount within the financial year;

8. providing updates to our Board at regular intervals of six months on the corporate social responsibility activities;

9. 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; and

10. 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.

Risk Management Committee

The Risk Management Committee was constituted by a resolution of our Board at their meeting held on February 14, 2024. The members of the Risk Management Committee are:

Sr. No.

Name of the Director

Director

Position in the Committee
1. Pinky Agarwal Non-Executive Director Chairperson
2. Dr. Vikash Agarwal Chairman and Managing Director Member
3. Anuj Saraswat Independent Director Member

The scope and functions of the Risk Management Committee are in accordance with Section 178 of the Companies Act and the Regulation 21 of the SEBI Listing Regulations.

Terms of Reference for the Risk Management Committee

1. To review and assess the risk management system and policy of the Company from time to time and recommend for amendment or modification thereof. The risk management policy shall include the following:

i. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee;

ii. Measures for risk mitigation including systems and processes for internal control of identified risks; and

iii. Business continuity plan.

2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;

3. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

4. To keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;

5. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee;

6. To implement and monitor policies and/or processes for ensuring cyber security;

7. To frame, devise and monitor risk management plan and policy of the Company, including evaluating the adequacy of risk management systems;

8. To review and recommend potential risk involved in any new business plans and processes;

9. To review the Company's risk-reward performance to align with the Company's overall policy objectives; 10. Monitor and review regular updates on business continuity;

11. Advise the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy; and

12. Performing 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 of our Board was re-constituted by a resolution of our Board at their meeting held on April 28, 2025. The constitution of the IPO Committee is as follows:

Sr. No.

Name of the Director

Designation

Position in the Committee
1. Dr. Vikash Agarwal Chairman and Managing Director Chairperson
2. Rakesh Kumar Agrawal Independent Director Member
3. Priya Fulfagar Chief Operating Officer Member

The terms of reference of our IPO Committee are as follows:

Terms of Reference for the IPO Committee

(1) to decide in consultation with the BRLMs the actual size of the Offer and taking on record the number of equity shares, having face value of 2 per equity share (Equity Shares), and/or reservation on a competitive basis and all the terms and conditions of the Offer, including without limitation timing, opening and closing dates of the Offer, price band, allocation/allotment to eligible persons pursuant to the Offer, including any anchor investors, and to accept any amendments, modifications, variations or alterations thereto;

(2) to appoint, instruct and enter into agreements with the BRLMs, and in consultation with BRLMs appoint and enter into agreements with intermediaries, co-managers, underwriters, syndicate members, brokers, escrow collection bankers, auditors, independent chartered accountants, refund bankers, registrar, grading agency, monitoring agency, industry expert, legal counsels, depositories, custodians, credit rating agencies, printers, advertising agency(ies), and any other agencies or persons (including any successors or replacements thereof) whose appointment is required in relation to the Offer and to negotiate and finalize the terms of their appointment, including but not limited to execution of the mandate letters and offer agreement with the BRLMs, and the underwriting agreement with the underwriters, and to terminate agreements or arrangements with such intermediaries;

(3) to make any alteration, addition or variation in relation to the Offer, in consultation with the BRLMs or SEBI or such other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the exact Offer structure and the exact component of issue of Equity Shares;

(4) to finalise, settle, approve, adopt and arrange for submission of the draft red herring prospectus (DRHP), the red herring prospectus (RHP), the Prospectus (Prospectus), the preliminary and final international wrap and any amendments, supplements, notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate government and regulatory authorities, respective stock exchanges where the Equity Shares are proposed to be listed (Stock Exchanges), the Registrar of Companies, West Bengal at Kolkata (Registrar of Companies), institutions or bodies and take all such actions in consultation with the book running lead managers (BRLMs) as may be necessary for the submission and filing of the documents mentioned above, including incorporating such alterations/corrections/modifications as may be required by the SEBI, the RoC or any other relevant governmental and statutory authorities or otherwise under applicable laws;

(5) to invite the existing shareholders of the Company to participate in the Offer to offer for sale the Equity Shares held by them at the same price as in the Offer;

(6) to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation with the relevant intermediaries appointed for the Offer in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (SEBI ICDR

Regulations), Companies Act, 2013, as amended and other applicable laws;

(7) 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;

(8) to open separate escrow accounts as the escrow account to receive application monies from anchor investors/underwriters in respect of the bid amounts and a bank account as the refund account for handling refunds in relation to the Offer and in respect of which a refund, if any will be made;

(9) to open account with the bankers to the Offer to receive application monies in relation to the Offer in terms of Section 40(3) of the Companies Act, 2013, as amended;

(10) to do all such deeds and acts as may be required to dematerialise the Equity Shares and to sign and/or modify, as the case may be, agreements and/or such other documents as may be required with the Central Depository Services (India) Limited, registrar and transfer agents and such other agencies, as may be required in this connection, with power to authorise one or more officers of the Company to execute all or any such documents;

(11) to take all actions as may be necessary or authorized, in connection with the Offer for Sale, including taking on record the approval of the Selling Shareholder(s) for offering their Equity Shares including the quantum in terms of number of Equity Shares/amount offered by the Selling Shareholder(s) in the Offer for Sale, allow revision of the Offer for Sale portion in case any Selling Shareholder(s) decides to revise it, in accordance with the Applicable Laws;

(12) to negotiate, finalise, sign, execute and deliver or arrange the delivery of the offer agreement, syndicate agreement, cash escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar to the Offer, monitoring agency and the advertising agency(ies) and all other agreements, documents, deeds, memorandum of understanding and other instruments whatsoever with the registrar to the Offer, monitoring agency, legal counsel, auditors, Stock Exchanges, BRLMs and other agencies/ intermediaries in connection with Offer with the power to authorize one or more officers of the Company to execute all or any of the aforesaid documents;

(13) to make any applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the Stock Exchange, the Securities and Exchange Board of India (SEBI), the Reserve Bank of India (RBI), Registrar of Companies, West Bengal at Kolkata and such other statutory and governmental authorities in connection with the Offer, as required by applicable law, and to accept, on behalf of the Board, such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, exemptions, permissions and sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and the Prospectus;

(14) to make in-principle and final applications for listing and trading of the Equity Shares on one or more Stock Exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or equivalent documentation to the Stock Exchanges and to take all such other actions as may be necessary in connection with obtaining such listing

(15) to determine and finalize, in consultation with the BRLMs, the price band for the Offer and minimum bid lot for the purpose of bidding, any revision to the price band and the final Offer price after bid closure, and to finalize the basis of allocation and to allot the Equity Shares to the successful allottees and credit Equity Shares to the demat accounts of the successful allottees in accordance with applicable laws and undertake other matters in connection with or incidental to the Offer, including determining the anchor investor portion, in accordance with the SEBI ICDR Regulations;

(16) to issue receipts/allotment advice/confirmation of allocation 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 exchange(s), with power to authorise one or more officers of the Company to sign all or any of the aforementioned documents;

(17) to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy, risk management policy and other corporate governance requirements considered necessary by the Board or the IPO Committee or as required under applicable law or the uniform listing agreement to be entered into by the Company with the relevant stock exchanges;

(18) to seek, if required, the consent and waivers of the parties with whom the Company has entered into various commercial and other agreements such as Company's lenders, joint venture partners, all concerned governmental and regulatory authorities in India or outside India, and any other consents that may be required in connection with the Offer in accordance with the applicable laws;

(19) to negotiate, finalise, sign, execute, deliver and complete any and all notices, offer documents (including DRHP, RHP and Prospectus) agreements, letters, applications, other documents, papers or instruments (including any amendments, changes, variations, alterations or modifications thereto) on behalf of the Selling Shareholders (as maybe applicable), as the case may be, in relation to the Offer;

(20) to determine the price at which the Equity Shares are offered, allocated, and/or transferred to investors in the Offer in accordance with applicable regulations in consultation with the BRLMs and/or any other advisors, and determine the discount, if any, proposed to be offered to eligible categories of investors;

(21) to settle all questions, difficulties or doubts that may arise in relation to the Offer, as it may in its absolute discretion deem fit;

(22) to do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters and instruments as may be necessary for the purpose of or in connection with the Offer;

(23) to authorize and approve the incurring of expenditure and payment of fees, commissions, brokerage and remuneration in connection with the Offer;

(24) to withdraw the DRHP or RHP or to decide not to proceed with the Offer at any stage, in consultation with the BRLMs and in accordance with the SEBI ICDR Regulations and applicable laws;

(25) to authorize any concerned person on behalf of the Company to give such declarations, affidavits, certificates, consents and authorities as may be required from time to time in relation to the Offer or provide clarifications to the SEBI, Registrar of Companies, West Bengal at Kolkata and the relevant Stock Exchange(s) where the Equity Shares are to be listed;

(26) all actions as may be necessary in connection with the Offer, including extending the bid/Offer period, revision of the price band, allow revision of the Offer for Sale portion in case any Selling Shareholder decides to revise it in accordance with the applicable laws;

(27) to authorize the affixation of the common seal of the Company on such documents in this connection as may be required in accordance with the provisions of the Articles of Association of the Company and Applicable Law; and

(28) to authorize and empower officers of the Company (each, an Authorized Officer(s)), for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer(s) consider necessary, appropriate or advisable, in connection with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the listing agreement(s) with the Stock Exchange(s), the registrar's agreement and memorandum of understanding, the depositories' agreements, the offer agreement with the BRLMs (and other entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLMs and syndicate members, the cash escrow and sponsor bank agreement, confirmation of allocation notes, allotment advice, placement agents, registrar to the Offer, bankers to the Company, managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate members, brokers, escrow collection bankers, auditors, grading agency, monitoring agency and all such persons or agencies as may be involved in or concerned with the Offer, if any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Offer by the BRLMs and to do or cause to be done any and all such acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or documents so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing.

   

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