In accordance with our Articles of Association, unless otherwise determined in a General Meeting of the Company and subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3 and not more than 15, at least two thirds of whom shall be liable to retire by rotation other than Independent Directors. Our Company currently has 5 (Five) Directors on our Board out of which 2 (Two) are Executive Directors, 1 (One) is Non-Executive & Non-Independent Director and 2 (Two) Independent Directors.

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

As on the date of this Draft Red Herring Prospectus;

A. None of the above-mentioned Directors are on the RBI list of Wilful Defaulters or Fraudulent Borrowers.

B. 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 from accessing the Capital Market by SEBI.

C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a Promoter,

Director or Person in control of any other Company, which is debarred from accessing the Capital Market under any order or directions made by SEBI or any other regulatory authority.

D. None of our Directors are/ were director of any Company whose shares were delisted from any stock exchange(s) up to the date of filling of this Draft Red Herring Prospectus.

E. None of Promoters or Directors of our Company are a Fugitive Economic Offender.

F. None of our Directors are/ were director of any Company whose shares were suspended from trading by Stock

Exchange(s) or under any order or directions issued by the Stock Exchange(s)/ SEBI/ other regulatory authority in the last five years.

G. In respect of the track record of the Directors, there have been no criminal cases filed or investigations being undertaken with regard to alleged commission of any offence by any of our Directors and none of our Directors have been charge-sheeted with serious crimes like murder, rape, forgery, economic offence.

There is no relationship between any of the Directors of our Company except the following relationship: -

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above-mentioned Directors was selected as director or member of senior management.

The Managing Director of our Company had entered into service contract with our Company vide agreement dated 29^th July, 2024.

The Company shall pay to the Managing Director during the continuance of this agreement in consideration of the performance of his duties.

a salary upto Rs. 5,00,000/- per month; b. the actual travelling expenses incurred by the Managing Dlrector in or about the business of the Company; c. the actual entertainment expenses and approved club membership fees reasonably incurred by the Managing Di rector in or about the business of the Company; d. the actual hospital and medical expenses which have been incurred by the Managing Director for himself, his wife, dependent parents and his minor children, provided that such expenses during the three consecutive financial years shall not Rs. Nil/- per annum. e. The Managing Director shall be entitled to use the Company's car, all the expenses for maintenance and running of the same including salary of the driver to be borne by the Company; The Company shall provide the Managing Director with rent free furnished accommodation and will pay electricity and water charges; g. He shall also be entitled to use the Company's telephone at his residence, the charges whereof shall be borne by the Company; h. The Managing Director shall be entitled to participate in any provident fund and gratuity fund or scheme for the employees which the Company may establish; i. The Managing Director shall be entitled to such increments from time to time as the Board may in the discretion determine; ? j. The Managing Director shall be entitled to privilege annual leave on full salary for a period of one month, such leave to be taken at such time to be previously approved by the Board; Provided that the Board shall be entitled, at its sole and uncontrolled discretion, to permit the Managing Director to accumulate such leave for not more than three months; provided further that any leave not availed of by the Managing Director shall be encashable.

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any sum of money for the purposes of our Company. Pursuant to a resolution passed by the members at the EGM of the Company held on 16^th July, 2024, pursuant to Section 180(1)(c) and other applicable provisions of the Companies Act and rules made there under, our Board has been authorized to borrow any sum of money from time to time notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid up share capital and free reserves of our Company, provided that the total outstanding amount so borrowed shall not any time exceed the limit of 1,000 Crores.

Mr. Dibyendu Deepak, aged 49 years is a Promoter and Managing Director of our Company. He was appointed as an Executive Director of the Company w.e.f. 12^th September, 2017. Subsequently, his designation was changed from Executive Director to Managing Director w.e.f. 1^st August, 2024 for the period of 5 (Five) years, not liable to retire by rotation. He has completed Bachelor of Engineering from Nagpur University in the Year 1997 and Post Graduate Diploma in Marketing Management from Lal Bahadur Shastri Institute of Management & Development Studies, Lucknow in the Year of 2001.

He has over 27 years of experience in the petrochemicals and chemicals/ petroleum industry, including more than 20 years in senior management roles focused on business strategy, development, sales, and marketing. In 2017, he transitioned from a successful corporate career to entrepreneurship. With over seven years of experience at the CEO/COO level, he has demonstrated a strong track record of driving revenue, profit, and business growth, particularly in startup, turnaround, and high-change environments. He plays a vital role in the business development, setting up the operations policies, successful implementation of various policies and procedure in the Company.

Mr. Sankalpa Bhattacherjee, aged 51 years, is a Promoter and Executive Director cum Chairman of our Company. He was appointed as an Executive Director of the Company w.e.f. 6^th February, 2017. Subsequently, he was appointed as the Chairman of the Company w.e.f. 29^th July, 2024, liable to retire by rotation. He has completed Bachelor of Engineering (Mechanical) from Assam Engineering College, Gauhati University in the Year 1995 and Master of Business Administration (Financial Management) from Sikkim Manipal University in the Year of 2011.

He is the Chairman and Executive Director at Repono Limited, bringing 27 years of extensive experience in the Oil & Gas industry. He specializes in project management and business development, with expertise in areas such as estimations, proposals, planning, control, procurement, contracts management, construction site management, and general administration, particularly in the EPC of petroleum storage terminals and refineries. In his role as Chairman and Executive Director at Repono Private Limited, Mr. Bhattacherjee oversees day-to-day operations and strategic business development. He leads engineering and project management efforts, ensuring project execution aligns with Company goals.

Mr. S Gopalakrishnan, aged 55 years, is a Non-Executive and Non-Independent Director of our Company. He was appointed as an Additional Non-Executive and Non-Independent Director of our Company w.e.f. 2^nd July, 2024. Subsequently, he was regularized as a Non-Executive and Non-Independent Director of our Company w.e.f. 20^th August, 2024, liable to retire by rotation. He has passed Senior School Certificate Examination from Central Board of Secondary Education in 1985. He is a Director in M/s. Portrucks Equipments Private Limited since 05/10/2000. He has been instrumental in building up the Company to one of the leading supplies of port material handling equipment in India. He is taking care of overall management, technology tie ups and business development activities of the Company.

Mr. Lajpat Rai Gupta, aged 69 years, is a Non-Executive and Independent Director of our Company. He was appointed as an Additional Non-Executive and Independent Director of our Company w.e.f. 2^nd July, 2024. Subsequently, he was regularized as a Non-Executive and Independent Director in our Company for the period of 5 (Five) years w.e.f. 2^nd July, 2024 in the EGM held on 20^th August, 2024, not liable to retire by rotation. He had obtained the degree of Bachelor of Commerce from Kurukshetra University in the Year 1975 and had been admitted as a member of the Institute of Chartered Accountants of India in the year 1997. He has around 46 years of experience in the field of Finance and Accounts and is currently working as Chief Finance Officer in SKN-Haryana City Gas Distribution Private Limited since 2016.

Ms. Dipti Taparia, aged 45 years, is a Women Non-Executive and Independent Director of our Company. She was appointed as an Additional Non-Executive and Independent Director of our Company w.e.f. 2^nd July, 2024. Subsequently, she was regularized as a Non-Executive and Independent Director in our Company for the period of 5 (Five) years w.e.f. 2^nd July, 2024 in the EGM held on 20^th August, 2024, not liable to retire by rotation. She had obtained the degree of Bachelor of Commerce from University of Mumbai in the year 1999 and the degree of Master of Commerce from University of Mumbai in the year 2004. She had been admitted as a fellow of the Institute of Chartered Accountants of India in the year 2016. She is a Fellow Chartered Accountant with more than 20 years of post-qualification experience in Audit, Financial Management, Taxation and Corporate advisory.

The Articles of Association of our Company provides that payment of sitting fees to Directors (other than Managing Director & Whole-time Directors) for attending a meeting of the Board or a Committee thereof shall be decided by the Board of Directors from time to time within the applicable maximum limits. Our Board of Directors has resolved in their meeting dated September 24, 2024 approve upto Rs. 20,000 for payment to all Non-Executive and Independent Directors for attending each such meeting of the Board or Committee thereof.

The shareholding of our directors as on the date of this Draft Red Herring Prospectus is as follows:

All the Non-executive Directors of the Company may be deemed to be interested to the extent of fees, payable to them for attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/ or reimbursement of expenses payable to them as per the applicable laws.

The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/ transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/ arrangements to be entered into by the Issuer Company with any Company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations.

Executive Director is interested to the extent of remuneration paid to them for services rendered to the Company. Except as stated under "Annexure IX - Related Party Transaction" in the chapter titled ‘Restated Financial Information' on page no. 191 of this Draft Red Herring Prospectus, our Company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which our directors are interested directly or indirectly.

CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our Company immediately up on the listing of Equity Shares on the Stock Exchanges.

As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedule of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavors to comply with the good Corporate Governance and accordingly certain exempted regulations have been compiled by our Company.

Our Company has complied with the corporate governance requirement, particularly in relation to appointment of Independent Directors including Woman Director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Currently the Board has 5 (Five) directors on our Board out of which 2 (Two) are Executive Directors, 1 (One) is Non-Executive & Non-Independent Director and 2 (Two) Independent Directors.

Composition of Board of Directors is set forth in the below mentioned table:

Our Company has constituted the following Committees of the Board;

1. Audit Committee;

2. Stakeholders Relationship Committee; and

3. Nomination and Remuneration Committee.

Details of composition, terms of reference etc. of each of the above committees are provided hereunder;

1. Audit Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its meeting held on September 24, 2024 constituted Audit Committee.

The constitution of the Audit Committee is as follows:

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

The Role of Audit Committee not limited to but includes: -

i. The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

ii. Review and monitor the auditors' independence and performance, and effectiveness of audit process;

iii. Examination of financial statement and auditors' report thereon including interim financial result before submission to the Board of Directors for approval;

a. Changes, if any, in accounting policies and practices and reasons for the same; b. Major accounting entries involving estimates based on the exercise of judgment by management; c. Significant adjustments made in the financial statements arising out of audit findings; d. Compliance with listing and other legal requirements relating to financial statements; e. Disclosure of any related party transactions; and f. Qualifications in the draft audit report.

iv. Approval or any subsequent modification of transactions of the Company with related party;

Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof;

Provided further that in case of transaction, other than transactions referred to in section 188 of Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board;

Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the Company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee;

v. Reviewing, with the management, and monitoring the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vi. Scrutiny of Inter-corporate loans and investments;

vii. Reviewing and discussing 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;

viii. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

ix. Valuation of undertakings or assets of the company, where ever it is necessary;

x. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance of internal auditors, and adequacy of the internal control systems; and

xi. 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; xii. 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; and

xiii. Carrying out any other function as assigned by the Board of Directors from time to time.

i. Management discussion and analysis of financial condition and results of operations; ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management; iii. Management letters / letters of internal control weaknesses issued by the statutory auditors; iv. Internal audit reports relating to internal control weaknesses; and v. The appointment, removal and terms of remuneration of the Internal Auditor.

i. To investigate any activity within its terms of reference; ii. To seek information from any employees; iii. To obtain outside legal or other professional advice; and iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The audit committee shall meet as and when required to discuss and approve the items included in its role. The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to minimum two Independent Director shall present at the Meeting.

2. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on September 24, 2024, constituted Stakeholders Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

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

To supervise and ensure:

i. Efficient transfer of shares; including review of cases for refusal of transfer/ transmission of shares; ii. Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of balance sheet, non-receipt of declared dividends etc.; iii. Issue duplicate/ split/ consolidated share certificates; iv. Dematerialization/ Rematerialization of Share; v. Review of cases for refusal of transfer/ transmission of shares and debentures; vi. Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper and timely attendance and redressal of investor queries and grievances; Provided that inability to resolve or consider any grievance by the Stakeholders Relationship Committee in good faith shall not constitute a contravention of Section 178 of Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof. vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

The Stakeholders Relationship Committee shall meet as and when require to discuss and approve the items included in its role. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is higher.

3. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on September 24, 2024, constituted Nomination and Remuneration Committee.

The constitution of the Nomination and Remuneration Committee is as follows:

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

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; ii. Formulation of criteria for evaluation of Independent Directors and the Board; iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and iv. 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 of Directors their appointment and removal and shall carry out evaluation of every Directors performance.

The Committee is required to meet at least once a year. The quorum necessary for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members, whichever is higher.

The Key Managerial Personnels of our Company other than our Executive Directors are as follows: -

The Senior Management Personnels (SMPs) of our Company are as follows: -

Currently, our Company does not have any Bonus or Profit-sharing plan for our Key Managerial Personnels and Senior Management Personnel. In future, discretionary Bonus may be paid as may be decided by Nomination and Remuneration Committee/ Board of Directors, depending upon the performance of the Key Managerial Personnels, working of the Company and other relevant factors subject to Maximum of annual salary within the limits laid down under Para A of Section II of Part II of Schedule V of the Companies Act, 2013.

The following are the changes in the Key Managerial Personnel and Senior Management Personnel in the last three years preceding the date of filing this Draft Red Herring Prospectus, otherwise than by way of retirement in due course.

As on the date of filing of Draft Red Herring Prospectus, our Company does not have any ESOP Scheme for its employees.

Except the statutory payments made by our Company, in the last two years, our Company has not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-salary amount or benefit to any of its officers.

All the Key Managerial Personnels and Senior Management Personnel mentioned above are on the payrolls of our Company as permanent employees.

There is no arrangement/ understanding with major shareholders, customers, suppliers or others pursuant to which any of the above-mentioned personnel(s) have been recruited.

None of our Key Managerial Personnels and Senior Management Personnel has been granted any benefits in kind from our Company, other than their remuneration.

None of our Key Managerial Personnels and Senior Management Personnel has entered into any service contracts with our Company except acting in their Individual Capacity as Managing Director or Whole-time Directors and no benefits are granted upon their termination from employment other that statutory benefits provided by our Company. Further, our Company has appointed certain Key Managerial Personnels i.e. Chief Financial Officer and Company Secretary and Compliance Officer for which our Company has not executed any formal service contracts; although they are abide by their terms of appointments.

Except as disclosed below, none of the Key Managerial Personnel hold any Equity Shares of our Company as on the date of this Draft Red Herring Prospectus.

The Promoters of our Company is Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee .

As on date of this Draft Red Herring Prospectus, our Promoters hold in aggregate 74,11,500 Equity Shares having face value of Rs. 10.00/- each, representing 98.82% of the pre-issued, subscribed and paid-up equity share capital of our Company. For details of the build-up of our Promoter's shareholding in our Company, please see "Capital Structure-

Shareholding of our Promoters" beginning on page no 67 of this Draft Red Herring Prospectus.

For details of the build-up of our Promoter's shareholding in our Company, please see "Capital Structure Shareholding of our Promoters" on page no 67 of this Draft Red Herring Prospectus.

Our Company confirms that the Permanent Account Number (PAN), Aadhaar Card Number, Driving License Number, Bank Account Number(s) and Passport Number(s) of our Promoters shall be submitted to the Stock Exchange at the time of filing this Draft Red Herring Prospectus.

Other than as disclosed in this chapter "Our Promoters and Promoter Group" and "Our Group Companies" on page nos. 173 and 181 of this Draft Red Herring Prospectus, our Promoters are not involved in any other ventures.

Our Promoters are the original Promoter of our Company and there has been no change in the Promoters, management or control of our Company in the five years immediately preceding the date of this Draft Prospectus.

Except above, there has been no change in the control or management of our Company.

Our Company is promoted by Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee who holds 36,98,250 Equity shares and 37,13,250 Equity shares respectively of our Company as on the date of this Draft Red Herring Prospectus.

Our Promoters are interested in our Company to the extent of the promotion of our Company & to the extent of their shareholdings in our Company & the shareholding of their relatives in our Company (if any) and employment related benefits paid by our Company i.e., remuneration and reimbursement of expenses payable to them in such capacities. For further details, please see chapter titled "Capital Structure" and "Our Management" on page nos. 67 and 156 respectively of this Draft Red Herring Prospectus.

Our Promoters are also interested in our Company to the extent of being Directors of our Company and the remuneration and reimbursement of expenses payable to them in such capacities.

Our Promoters are not be interested to the extent of providing personal guarantees for some of the loans taken by our Company and also to the extent of unsecured loans.

No sum has been paid or agreed to be paid to our Promoters and our Promoters are not interested as members of any firm or any Company and hence no sum has been paid or agreed to be paid to such firm or Company in cash or shares or otherwise by any person for services rendered by our Promoters or by such firm or Company in connection with the promotion or formation of our Company.

Further, our Promoters are also Directors on the Board, or are shareholders, members or partners, of certain entities forming part of the Promoter Group, Group Company and other entities with which our Company has related party transactions and may be deemed to be interested to the extent of the payments made by our Company, if any, to such entities forming part of the Promoter Group, Group Company and such other entities. For the payments that are made by our Company to certain entities forming part of the Promoter Group, Group Company and other related parties, see

"Issue Document Summary Summary of Related Party Transactions" and "Our Group Companies" on page nos. 22 & 181 respectively of this Draft Red Herring Prospectus.

For further details regarding the payments made by our Company to the entities mentioned above, please see chapter titled "Issue Document Summary Summary of Related Party Transactions" on page no. 22 of this Draft Red Herring Prospectus.

For further details, please see chapter titled "Capital Structure", "Restated Financial Information" and "Our Management" on page nos. 67, 191 and 156, respectively of this Draft Red Herring Prospectus.

Except as disclosed in the chapters titled "Business Overview" on page no. 119 and ‘Annexure IX: Statement of Related Parties' Transactions' in the chapter titled ‘Restated Financial Information' on page no. 191 of this Draft Red Herring Prospectus, none of our Promoters and Members of Promoter Group have any interest in any property acquired by or proposed to be acquired by our Company during a period of 3 (Three) years prior to filing of this Draft Red Herring Prospectus.

Except as mentioned in the chapter titled "Restated Financial Information", and "Business Overview" on page nos. 191 and 119 respectively of this Draft Red Herring Prospectus, our Promoters are not interested in any transaction for supply of services or any other contract, agreement or arrangement entered into by the Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Further, our Promoters and some members of Promoter Group are on the Board of the Company and may be deemed to be interested to the extent of the payments made by our Company, if any, to these Promoters, Members of Promoter Group and Group Companies.

Storeflex Private Limited and Enerjaa Infra Private Limited are engaged in the business of dealing in similar line of business as of our Company. Our Company will ensure necessary procedures and practices as permitted by laws and regulatory guidelines to address situations of conflict of interest as and when they arise. For further details, see "Risk Factor" on page 31 of this Draft Red Herring Prospectus.

Except in the ordinary course of business and as stated in chapter "Annexure IX - Related Party Transactions of Restated Financial Information" on page no. 191 of this Draft Red Herring Prospectus, there has been no payment or benefits to our Promoters during the 2 (Two) years preceding the date of filing of this Draft Red Herring Prospectus, nor there is any intention to pay or give any benefit to our Promoters and Promoter Group as on the date of this Draft

Red Herring Prospectus.

Our Company and Promoters confirm that they have not been declared as Wilful Defaulters or Fraudulent Borrowers by the RBI or by any other government authority and there are no violations of securities laws committed by them in the past or are currently pending against them or restraining period are continued.

Further, our Promoters, Promoters Group or Directors have not been directly or indirectly, debarred from accessing the capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities.

Additionally, our Promoters, Promoter Group or Directors do not have direct or indirect relation with the Companies, its Promoters and Whole-time Director, which are compulsorily delisted by any recognized stock exchange or the Companies which is debarred from accessing the capital market by the Board.

Also, our Promoters or Directors are not a Fugitive Economic Offender.

We and our Promoters, Group Entities, and Companies promoted by the Promoters confirm that:

There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters, Directors, Group Companies and Promoter Group members during the last 5 financial years including outstanding actions.

There are no defaults in respect of payment of interest and/ or principal to the debenture/ bond/ fixed deposit holders, banks, FIs during the past three years.

The details of outstanding litigation including its nature and status are disclosed in the section titled "Outstanding Litigation and Material Developments" on page no. 205 of this Draft Red Herring Prospectus.

Except as disclosed below, none of our Promoters have disassociated themselves from any of the Company, Firms or other entities during the last three years preceding the date of this Draft Red Herring Prospectus.

For details, in relation to experience of our Promoters in the business of our Company, please see chapter titled "Business Overview" and "Our Management" on page nos. 119 and 156 respectively of this Draft Red Herring Prospectus.

For the transactions with our Promoters, please refer to chapter titled "Annexure IX - Related Party Transactions" in the chapter titled ‘Restated Financial Information' on page no. 191 of this Draft Red Herring Prospectus.

None of our Promoter(s) are related to any of our Company's directors within the meaning of Section 2 (77) of the Companies Act, 2013.

In addition to our Promoters, the following individuals and entities form a part of the Promoters' Group:

For further details on our Group Companies refer Chapter titled "Information with respect to Group Companies/ Entities" on page no. 181 of this Draft Red Herring Prospectus.

For details of the shareholding of our Promoters and Promoter Group as on the date of this Draft Red Herring Prospectus, please refer chapter titled "Capital Structure" on page no. 67 of this Draft Red Herring Prospectus.

For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled "Outstanding Litigation and Material Developments" on page no. 205 of this Draft Red Herring Prospectus.

Our Promoter(s) have given personal guarantees, respectively, towards financial facilities availed from Bankers of our Company; therefore, they are interested to the extent of the said guarantees. For details, please refer to ‘Statement of Financial indebtedness' on page no. 203 of the chapter titled Related Financial Information beginning on page no. 191 of this Draft Red Herring Prospectus.

Except as stated in the ‘Statement of Financial Indebtedness' on page no. 203 of the chapter titled Restated Financial Information beginning on page no. 191 of this Draft Red Herring Prospectus., respectively, there are no material guarantees given by the Promoters to third parties with respect to specified securities of the Company as on the date of this Draft Red Herring Prospectus.

As per the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group Companies, our Company has considered those companies as our Group Companies with which there were related party transactions as per the Restated Financial Information of our Company in any of the last three financial years and stub period (if any) and other Companies as considered material by our Board.

Further, pursuant to a resolution of our Board dated September 24, 2024 for the purpose of disclosure in relation to Group Companies in connection with the Issue, a Company shall be considered material and disclosed as a Group Companies if such Company fulfil both the below mentioned conditions: -

i. Such Company that forms part of the Promoter Group of our Company in terms of Regulation 2(1)(pp) of the SEBI (ICDR) Regulations; and

ii. Our Company has entered into one or more transactions with such Company in preceding fiscal or audit period as the case may be exceeding 10.00% of total revenue of the Company as per Restated Financial Information.

Based on the above, the following Companies are identified as our Group Companies: -

1. Repono Green Private Limited (RGPL)

2. Storeflex Private Limited (SPL)

3. Enerjaa Infra Private Limited (EIPL)

4. Eway Consultancy Services LLP

1. Repono Green Private Limited (RGPL)

Repono Green Private Limited (RGPL) was originally incorporated as ‘Repono Greens Private Limited' on 24^th September, 2021 under the Companies Act, 2013 pursuant to certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Further, the name of the Company was changed from ‘Repono Greens Private Limited' to ‘Repono Green Private Limited' in the Extra-Ordinary General Meeting held on 20^th November, 2023 and certificate of incorporation pursuant to change name issued by Registrar of Companies dated 1^st December, 2023.

The CIN of the Company is U40106MH2021PTC368114. The Registered Office of the Company is situated at Flat No 903 Plot No 16 Blue Bay Sector 40, Thane, Navi Mumbai, Maharashtra, India, 400705.

To carry on business of manufacturing, producing, processing, generating, accumulating, distributing, transferring, preserving, mixing, supplying contracting, as consultants, importers, exporters, buyers, sellers, assemblers, hirers, repairers, dealers, distributors, stockists, wholesalers, retailers, jobbers, traders, agents, brokers, representatives, collaborators, of merchandising, marketing, managing, leasing, renting, utilising of electricity, steam, power, solar energy, wind energy, biomass energy, geothermal energy, hydel energy, tidal and wave energy, fuel cell energy, and other conventional, non-conventional and renewable energy sources, waste treatment plants of all kinds, agro-product, logistics, EV vehicles and equipment thereof in India and outside India.

Repono Green Private Limited (RGPL) is focus on recycling multilayered plastic waste and transforming it into high-quality Plats Ply plastic boards.

As on date of this Draft Red Herring Prospectus, the following are the Directors of Repono Green Private Limited:

As on the date of this Draft Red Herring Prospectus, the authorised share capital of Repono Green Private Limited is 1,00,000/- divided into 10,000 Equity Shares of 10/- each. The issued, subscribed and paid-up Equity share capital of the Company is 1,00,000/- divided into 10,000 Equity Shares of 10/- each

The shareholding pattern of Repono Green Private Limited as on the date of this Draft Red Herring Prospectus is mentioned below:

The face value of Equity Shares is 10/- each.

Our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee hold 100.00 % shareholding in Repono Green Private Limited (RGPL). Further, our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee also hold directorship in Repono Green Private Limited (RGPL).

The brief financial details of Repono Green Private Limited (RGPL) derived from its Audited Financial Statements for Fiscal Years 2024 and 2023 are set forth below:

2. Storeflex Private Limited (SPL)

Storeflex Private Limited (SPL) was originally incorporated as ‘Repono Assets Private Limited' on 29^th December, 2021 under the Companies Act, 2013 pursuant to certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Further, the name of the Company was changed from ‘Repono Assets Private Limited' to ‘Storeflex Private Limited' in the Extra-Ordinary General Meeting held on 28^th November, 2022 and certificate of incorporation pursuant to change of name issued by Registrar of Companies, Mumbai dated 26^th December, 2022.

The CIN of the Company is U74999MH2021PTC374091. The Registered Office of the Company is situated at Flat No 903 Plot No 16 Blue Bay Sector 40, Thane, Navi Mumbai, Maharashtra, India, 400705.

To carry on the business in India or abroad to take on lease, rent, hire and to construct, build, establish, erect, promote, undertake, acquire, own operate, equip, manage, renovate, recondition, turn to account, maintain and to run warehouses, godowns, open platforms, refrigeration houses, stores and other similar establishments to provide facilities for storage of commodities, goods, Liquid, articles and things, and for the purpose to act as C & F agent, custodian, warehouseman, transportation and distribution agent, stockist, financier, auctioneer, importer, exporter, or otherwise to deal in all sorts of solid, Liquid, commodities, vegetables, fruits, edibles and similar goods or things.

Storeflex Private Limited (SPL) is provide a technology-driven platform to bridge the gap between logistics service providers and clients. The platform recognizes the significant potential in connecting logistics infrastructures and services directly to end-users.

As on date of this Draft Red Herring Prospectus, the following are the Directors of Storeflex Private Limited (SPL):

As on the date of this Draft Red Herring Prospectus, the authorised share capital of Storeflex Private Limited (SPL) is 1,00,000/- divided into 10,000 Equity Shares of 10/- each. The issued, subscribed and paid-up Equity share capital of the Company is Rs. 10,000/- divided into 1,000 Equity Shares of 10/- each.

The shareholding pattern of Storeflex Private Limited (SPL) as on the date of this Draft Red Herring Prospectus is mentioned below:

The face value of Equity Shares is 10/- each.

Our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee hold 100.00 % shareholding in Storeflex Private Limited (SPL). Further, our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee also hold directorship in Storeflex Private Limited (SPL).

The brief financial details of Storeflex Private Limited (SPL) derived from its Audited Financial Statements for Fiscal Years 2024 and 2023 are set forth below:

3. Enerjaa Infra Private Limited (EIPL)

Enerjaa Infra Private Limited (EIPL) was incorporated on 1^st December, 2020 under the Companies Act, 2013 pursuant to fresh certificate of incorporation issued by Registrar of Companies, Central Registration Centre.

The CIN of the Company is U74999MH2020PTC351027. The Registered Office of the Company is situated at Flat No 804, A Wing, Plot-18/27, Sect-7 Kharghar, Crystal Court, Raigarh, Navi Mumbai, Maharashtra, India, 410210.

(1) To carry on the business in India or outside India of owning, developing, operating and/or maintaining facilities including engineering, procurement and/or construction of such facilities for storage, treatment, handling, packing, carriage, transport, despatch, supply and to provide services of storage, handling, packing, transportation, distribution agent, stockist, financier, auctioneer, warehouseman, custodian, C&F agent, advisor or consultant for petrochemicals, chemicals, polymers, speciality chemicals in solid form and any other bulk commodities, articles, goods, products in solid form.

(2) To carry on the Business in India or outside India of consultancy, designing, engineering, erection and construction of warehouses, oil terminal and gas terminal and associated packages, operations and maintenance of crude oil, white oil, LPG, naphtha, ATF, bunker fuel and chemical products, trading of polymers, chemicals, crude oil derivates, transportation of products (Polymers and oil products).

(3) To act as commission agent, distributors, agents and distributors indentors, consultancy, construction and run petrol pump of any company/firm (whether Indian or Foreign) in the matter of buying, selling, importing, exporting of fuels, Bio fuels, CNG, LNG, LPG, petrol, diesel, automobiles, oil, lubricant oil, and petroleum product and oil distillering including wholesale, retail, distribution of the same and Operating Outlets of the same. For providing consultancy, PMC and construction of Oil, Petroleum products (Liquid fuels, Gas) storage terminal and warehouses.

Enerjaa Infra Private Limited (EIPL) is currently engaged in the business of developing an oil terminal and setting up Compressed Biogas (CBG) plants in India

As on date of this Draft Red Herring Prospectus, the following are the Directors of Enerjaa Infra Private Limited (EIPL):

As on the date of this Draft Red Herring Prospectus, the authorised share capital of Enerjaa Infra Private Limited (EIPL) is 1,00,000/- divided into 10,000 Equity Shares of 10/- each. The issued, subscribed and paid-up Equity share capital of the Company is 1,00,000/- divided into 10,000 Equity Shares of 10/- each.

The shareholding pattern of Enerjaa Infra Private Limited (EIPL) as on the date of this Draft Red Herring Prospectus is mentioned below:

The face value of Equity Shares is 10/- each.

Our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee hold 50.00 % shareholding in Enerjaa Infra Private Limited (EIPL). Further, interest of our promoters Mr. Dibyendu Deepak and Mr. Sankalpa Bhattacherjee in Enerjaa Infra Private Limited (EIPL) is extended to only shareholding of the Company.

The brief financial details of Enerjaa Infra Private Limited EIPL) derived from its Audited Financial Statements for Fiscal Years 2024 and 2023 are set forth below:

4. Eway Consultancy Services LLP

Eway Consultancy Services LLP was incorporated on 24^th November, 2016 under the Limited Liability Partnership Act, 2008 pursuant to fresh certificate of incorporation issued by Registrar, Mumbai.

The LLPIN of the LLP is AAH-8765. The Registered Office of the LLP is situated at A-804, Crystal Court, Hiranandani Sector-07, Kharghar, Raigarh, Navi Mumbai, Maharashtra, India, 410210.

Eway Consultancy Services LLP is currently engaged in the business of carry out engineering Procurement Construction consultancy operation and maintenance work in Oil Gas, Energy & Infrastructure Sector.

As on date of this Draft Red Herring Prospectus, the following are the Designated Partners of Eway Consultancy Services LLP:

As on the date of this Draft Red Herring Prospectus, the Total obligation of contribution of partners of Eway Consultancy Services LLP is 15,000/-.

Our promoter's group Ms. Taruna Deepak and Ms. Sanghamitra Bhattacherjee hold 100.00 % contributions in Eway Consultancy Services LLP. Further, our member of promoter's group Ms. Taruna Deepak and Ms. Sanghamitra Bhattacherjee are also Designated Partner in Eway Consultancy Services LLP.

The brief financial details of Eway Consultancy Services LLP for Fiscal Years 2024 and 2023 are set forth below:

Our Group Companies does not have any pending litigation which can have a material impact on our Company.

Repono Green Private Limited (RGPL), Storeflex Private Limited (SPL), Eway Consultancy Services LLP and Enerjaa Infra Private Limited (EIPL) are engaged in the business of dealing with plastics recycling, online warehousing, and Fuel Stations which is not similar line of business as of our Company. We cannot assure that our Promoters, Promoter Group/ Group Companies will not promote any new entity in the similar line of business and will not favour the interests of the said entities over our interest or that the said entities will not expand their businesses which may increase our chances of facing competition. This may adversely affect our business operations and financial condition of our Company.

We shall adopt the necessary procedures and practices as permitted by law to address any conflicting situations, as and when they may arise.

For further details, see "Risk Factor" on page 31 of this Draft Red Herring Prospectus.

None of our Group Companies has interest in the promotion of our Company.

Our Group Companies does not have any interest in the properties acquired or proposed to be acquired by our Company in the past two years before filing the Draft Red Herring Prospectus with Stock Exchange.

None of our Group Companies have any interest in any transactions for the acquisition of land, construction of building or supply of machinery.

Other than the transactions disclosed in the section "Restated Financial Information - Related Party Transactions" on page no. 191 of this Draft Red Herring Prospectus, there are no related business transactions between the Group Companies and our Company.

Except as disclosed in the section "Other Financial Information Related Party Transactions" and

"History and Certain Corporate Structure" on page nos. 153 and 150 of this Draft Red Herring Prospectus, our Group Companies have no business interests in our Company.

None of the above-mentioned Group Companies has made any public and/ or rights issue of securities in the preceding three years.

None of the above-mentioned Group Companies are in defaults in meeting any Statutory/ Bank/ Institutional dues and no proceedings have been initiated for economic offences against any of our Group Companies.

Our Group Companies has not been debarred from accessing the capital market for any reasons by the SEBI or any other authorities.

None of our Promoters or Promoter Group or Group companies or person in control of our Company has been:

i. Prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other authority; or

ii. Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.

None of our Promoters or person in control of our Company have ever been a Promoter, Director or person in control of any other Company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or any other authority.

Further, neither our Promoters, the relatives of our Individual Promoters (as defined under the Companies Act) nor our Group Companies/ Promoter Group entities have been declared as a wilful defaulter or economic offender by the RBI or any other government authority and there are no violations of securities laws committed by them or any entities they are connected with in the past and no proceedings for violation of securities laws are pending against them.

The information as required by the SEBI ICDR Regulations with regards to the Group companies, are also available on the website of our Company i.e., https://repono.in/