In accordance with the Companies Act and our Articles of Association, our Company is required to have not less than three Directors and not more than 15 Directors. As of the date of this Red Herring Prospectus, our Board comprises 6 Directors, of which three are Whole-time Directors and 3 are Independent Directors (including our Chairman and one independent woman director).

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

Mr. Rana Som is the Chairman and Independent Director of our Company. He holds a bachelor's degree in arts(economics) from the University of Calcutta and has passed the examination for a master's degree in arts (economics) from the University of Calcutta. He also holds a post-graduate diploma in personnel management from the National Institute of Personnel Management. Prior to joining our Company, Mr. Rana Som was associated with Hindustan Copper Limited, NMDC Limited (as its chairman-cum-managing director), ArcelorMittal Nippon Steel India and Essar Steel Minnesota LLC.

Mr. Kollareddy Ramachandra is the Whole-time Director and Chief Executive Officer of our Company. He has been a Director since April 1, 2004. He has more than two decades of experience in the mining industry and leads the execution for our Company on various fronts including liaising with government authorities, identifying cost reduction measures, resource optimization strategies, developing marketing strategies and customer management. During his tenure, the profit after tax of our Company has increased by 97.5% between Fiscals 2023 and 2025. He has completed an advanced diploma course in computer science and engineering from Priyadarshini College of Computer Sciences. He has also served as a director on the Board of NSPIRA Management Services Private Limited (Narayana Group of educational institutions).

Mrs. Kukreti Soumya is Whole-time Director of our Company. She has been a Director since November 1, 2012.She holds a bachelor's degree in commerce from Osmania University. She has been with our Company since 2012 and has over 12 years of experience in the mining industry. She develops and executes technology/ research initiatives in our Company. She was also instrumental in establishing our then diamond tools manufacturing operations in Sri Lanka and facilitating its backward integration with our mining operations.

Mrs. Uma Priyadarshini Kollareddy is a Whole-time Director of our Company. She has been a Director since December 1, 2022. She began her career as an investment banker in the credit syndication group of Banc of America Securities LLC, in its fixed income derivatives, structuring and trading division in New York in 2006. She joined our Company in 2009 and has been handling business strategy and management, joint venture negotiations, team building and deal structuring. She also spearheads our fund-raising initiatives to raise capital to fund our Company's diversification efforts. She currently serves on the Investment Committee of T-Hub, the Government of Telangana's Startup Fund, and as an independent director on the board of directors of Awaze Limited. She was also a speaker at the MIT Global Startup Workshop 2016. She holds a bachelor's degree in Electronics and Communications

Engineering from the Jawaharlal Nehru Technological University, Hyderabad, a master's degree of science in financial engineering from the Columbia School of Engineering and Applied Sciences and a master's in business administration from the Columbia Business School.

Mr. Duvva Pavan Kumar is an Independent Director of our Company. He has been a director since September 19, 2024 He holds a bachelor's degree in law from NALSAR University of Law, Hyderabad, where he was awarded two gold medals as the ‘best all round student in the final year' and the ‘best student in corporate law'. He has over 20 years of experience in the legal industry. He has been a practising advocate for 21 years and has been associated with Amarchand, Mangaldas & Suresh A Shroff & Co., Mumbai and Trilegal after which he founded The Law Chambers in 2017.

Mrs. Smita Amol Lahoti is an Independent Director of our Company. She has been a director since September 19, 2024 She holds a bachelor's degree in commerce from University of Pune and a master's degree in commerce from University of Pune, where she stood first in order of merit and secured, among others, the ‘Institute of Chartered Accountants of India' prize, the ‘Late Shri Mohan Moreshwar Walkalkar' prize and the ‘Anant Rangnath Kanade Memorial' prize for the highest marks in advanced accountancy'. She is a fellow of the Institute of Chartered Accountants of India and has been a practising chartered accountant since 2004. She has been associated as a partner at M/s. Muttha & Lahoti, Chartered Accountants since 2005, and has an experience of over 25 years in accounting.

Except as disclosed below, none of our Directors are related to each other or to any of our Key Managerial Personnel or Senior Management.

None of our Directors have been presently appointed or selected as a director or member of senior management pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.

Except the statutory benefits upon termination of their employment in our Company or superannuation, none of the Directors are entitled to any other benefit upon retirement or termination of employment or superannuation. There are no service contracts entered into with any Directors, which provide for benefits upon retirement or termination of employment.

Pursuant to Section 180(1)(c) and other applicable provisions of the Companies Act 2013 and in accordance with our Articles of Association and pursuant to a special resolution dated September 19, 2024 passed by the Shareholders, our Board has been authorized to borrow any sum or sums of money from time to time whether in Indian rupees or foreign currency (including external commercial borrowings in foreign denominated currencies from any foreign source/countries as prescribed by guidelines, if any in this respect), from any one or more Company's banker and/or from any one or more persons, firms, bodies corporate, financial institutions, banks or other acceptable source whether by way of advances, deposits, loans, non-convertible debentures, bonds or otherwise and whether unsecured or secured notwithstanding that moneys to be borrowed together with moneys already borrowed by the Company (apart from the temporary loans obtained from the Company's bankers in the ordinary course of business) will or may exceed the aggregate paid-up capital of the Company and its free reserves, that is to say, the reserves not set apart for any specific purpose but, so however, that the total amount up to which the moneys may be borrowed by the Board and outstanding shall not exceed the sum of Rs.5,000.00 million at any one time.

Mr. Rana Som was appointed as the Chairman and an Independent Director of our Company pursuant to a Board resolution dated September 19, 2024 and Shareholders' resolution dated September 19, 2024. He has been a Director since September 19, 2024. Except for a sitting fee of Rs.0.25 million, he was not paid any remuneration during Fiscal 2025. Pursuant to a resolution of our Board dated September 19, 2024, he is entitled to receive sitting fees of Rs.100,000 for attending each meeting of the Board and Rs.25,000 for attending each meeting of the Audit Committee.

Mr Kollareddy Ramachandra is the Whole-time Director and Chief Executive Officer of our Company. He was appointed as the Whole-time Director and Chief Executive Officer of our Company pursuant to a Board resolution dated September 27, 2024 and Shareholders' resolution dated September 27, 2024. He was paid: (i) a remuneration of Rs. 3.19 million by our Company during Fiscal 2025; and (ii) remuneration of Rs. 27.75 million (including contingent or deferred compensation accrued for the year) along with a commission of Rs.9.43 million by Andhra Pradesh Granite (Midwest) Private Limited during Fiscal 2025.

With effect from September 27, 2024, Mr. Kollareddy Ramachandra is not entitled to any remuneration from our Company. However, he receives remuneration from APGM, our Material Subsidiary, in his capacity as the managing director of APGM.

Details of the remuneration that Mr. Kollareddy Ramachandra is entitled to receive from APGM, and the other terms of his appointment, are enumerated below:

In addition to the fixed remuneration and remuneration based on Net Profits, Mr. Kollareddy Ramachandra is entitled to the following allowances and perquisites:

1. Leave travel allowance/ concession for anywhere in India and abroad for self and family

2. Mediclaim insurance for self and family in accordance with the policies of APGM

3. Personal accident insurance and term insurance in accordance with the policies of APGM

4. Contribution to provident fund, superannuation fund or annuity fund.

5. Gratuity

6. Encashment of leave in accordance with the rules of APGM

7. Bonus in accordance with the policies of APGM

8. Annual merit-based increment in accordance with the policies of APGM

9. Rent-free furnished accommodation or house rent allowance in lieu thereof

10. Membership in two clubs

11. Provision of a company car for official use

12. Provision of telephones for official use

Mrs.Kukreti Soumya is a Whole-time Director of our Company. She was last appointed as a Whole-time Director of our Company pursuant to a Board resolution dated September 27, 2024 and Shareholders' resolution dated September 27, 2024. She was paid a remuneration of Rs. 25.66 million along with a commission of Rs. 37.16 million by the Company during Fiscal 2025.

Details of the remuneration that Mrs. Kukreti Soumya is entitled to, and the other terms of her appointment are enumerated below:

In addition to the fixed remuneration and remuneration based on Net Profits, Mrs. Kukreti Soumya is entitled to the following allowances and perquisites:

1. Leave Travel Allowance/ Concession for anywhere in India/Abroad for self and family.

2. Mediclaim Insurance Cover for self and family as per the policies of the Company.

3. Personal Accident Insurance & Term Insurance as per the policies of the Company.

4. Contribution to provident fund, superannuation fund or annuity fund.

5. Gratuity.

6. Encashment of leave as per Company's rules.

7. Bonus as per the policies of the Company

8. Annual merit-based increment as per the policies of the Company

9. Rent free furnished accommodation or house rent allowance in lieu thereof

Mrs. Kukreti Soumya is also entitled to other official facilities for the purpose of business of our Company, in addition to remuneration, which does not form part of the remuneration:

1. provision of a company car for official use

2. provision of telephones (landline and mobile) for official use

3. club fees: membership fees in any two clubs.

Mrs.Uma Priyadarshini Kollareddy is a Whole-time Director of our Company. She was last appointed as a Wholetime Director of our Company pursuant to a Board resolution dated September 27, 2024 and Shareholders' resolution dated September 27, 2024. The terms of remuneration were approved with effect from September 27, 2024. She was paid a remuneration of Rs. 27.56 million along with a commission of Rs. 35.40 by the Company during Fiscal 2025.

Details of the remuneration that Mrs. Uma Priyadarshini Kollareddy is entitled to, and the other terms of her appointment are enumerated below:

In addition to the fixed remuneration and remuneration based on Net Profits, Mrs. Uma Priyadarshini Kollareddy is entitled to the following allowances and perquisites:

1. Leave Travel Allowance/ Concession for anywhere in India/Abroad for self and family.

2. Mediclaim Insurance Cover for self and family as per the policies of the Company.

3. Personal Accident Insurance & Term Insurance as per the policies of the Company.

4. Contribution to provident fund, superannuation fund or annuity fund.

5. Gratuity.

6. Encashment of leave as per Company's rules.

7. Bonus as per the policies of the Company

8. Annual merit-based increment as per the policies of the Company

9. Rent free furnished accommodation or house rent allowance in lieu thereof

Mrs. Uma Priyadarshini Kollareddy is also entitled to other official facilities for the purpose of business of our Company, in addition to remuneration, which does not form part of the remuneration:

1. provision of a company car for official use

2. provision of telephones (landline and mobile) for official use

3. club fees: membership fees in any two clubs.

Pursuant to resolution dated September 19, 2024 passed by our Board, each Independent Director is entitled to receive sitting fees of Rs.100,000 for attending each meeting of the Board and Rs.25,000 for attending each meeting of the audit committee of the Board. Our Company paid a sitting fees of Rs.0.70 million to the Independent Directors in Fiscal 2025.

Except as disclosed below, none of our Directors have been paid any remuneration by our Subsidiaries or any associate, including contingent or deferred compensation accrued for the year during Fiscal 2025.

Except as disclosed in this section under "—'Terms of appointment of Directors'" on page 317, there is no contingent or deferred compensation payable by our Company or Subsidiaries, as the case may be to our Directors.

Other than as described in "-Terms of Appointment of Directors" above, our Company does not have any performance linked bonus or a profit-sharing plan for our Directors.

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

Details of our Directors who hold Equity Shares in our Company as on the date of this Red Herring Prospectus are as

follows:

All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration, bonus and reimbursement of expenses, if any, payable to them.

Certain Directors may be deemed to be interested to the extent of Equity Shares, held by them in our Company and its Subsidiaries, and any dividend and other distributions payable in respect of such Equity Shares.

Except for Kollareddy Ramachandra, Kukreti Soumya and Uma Priyadarshini Kollareddy who are among the Promoters of our Company, none of our Directors have any interest in the promotion or formation of our Company or its Subsidiaries as of the date of this Red Herring Prospectus.

Except as stated in "Other Financial Information—Related Party Transactions' on page 413, none of our Directors are interested in any property acquired by our Company or proposed to be acquired by it.

Other than as disclosed in " Other Financial Information—Related Party Transactions " and "Financial Information— Restated Consolidated Financial Statements" on pages 413 and 340, respectively, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Red Herring Prospectus in which our Directors are directly or indirectly interested and no payments have been made to our Directors in respect of the contracts, agreements or arrangements which are proposed to be made with our Directors other than in the normal course of business.

None of our Directors have been identified as a Wilful Defaulter or Fraudulent Borrower.

None of our Directors are prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court.

Our Directors are not, and have not, during the five years preceding the date of this Red Herring Prospectus, been on the board of any listed company whose shares have been or were suspended from being traded on any stock exchange(s) during their tenure as a director of such company.

None of our Directors have been or are directors on the board of any listed companies which have been or were delisted from any stock exchange(s) during their tenure as a director of such company.

None of our Directors are interested as a member of a firm or company, and no sum has been paid or agreed to be paid to our Directors or to such firm or company in cash or shares or otherwise by any person either to induce him/her to become, or to help him/her qualify as a Director, or otherwise for services rendered by him/her or by the firm or company in which he/she is interested, in connection with the promotion or formation of our Company.

There is no conflict of interests between the suppliers of raw materials of our Company (crucial for operations of the Company) and our Directors, Key Managerial Personnel and members of Senior Management.

There is no conflict of interests between the third party service providers of our Company (crucial for operations of the Company) and our Directors and Key Managerial Personnel.

There is no conflict of interests between the lessors of immovable properties of our Company (crucial for operations of the Company) and our Directors, Key Managerial Personnel and members of Senior Management.

The changes in our Board during the three years immediately preceding the date of this Red Herring Prospectus are as follows:

In addition to the Companies Act, 2013, the provisions of the SEBI Listing Regulations will also be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of corporate governance with respect to composition of Board and constitution of the committees of the Board, including the audit committee, nomination and remuneration committee, stakeholder's relationship committee, and risk management committee by our Company and formulation and adoption of policies, as prescribed under the SEBI Listing Regulations.

As on the date of filing of this Red Herring Prospectus, our Company has six Directors comprising three Whole-time Directors and three Independent Directors, one of whom is an independent woman director.

Our Company undertakes to take all necessary steps to continue to comply with all the requirements under SEBI Listing Regulations and the Companies Act, 2013, to the extent applicable. The Board of Directors function either as a full board, or through various committees constituted to oversee specific operational areas.

In addition to the committees of our Board described below, our Board has constituted (i) a corporate social responsibility and environmental, social & governance committee in accordance with the Companies Act; (ii) an IPO Committee; and may constitute committees for various functions from time to time in terms of the SEBI Listing Regulations and the provisions of the Companies Act.

The members of our Audit Committee are:

a. Smita Amol Lahoti (Independent Director) - Chairperson;

b. Rana Som (Independent Director) - Member; and

c. Mr. Duvva Pavan Kumar( Independent Director) - Member.

Our Audit Committee was re-constituted by our Board pursuant to resolution dated September 30, 2025, and the terms of reference were approved by our Board pursuant to resolutions dated September 19, 2024.

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 disclosed below:

(a) overseeing the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

(b) recommending to the Board the appointment, re-appointment, removal and replacement, remuneration and the terms of appointment of the auditors of the Company, including fixing the audit fees;

(c) reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

(d) approving payments to the statutory auditors for any other services rendered by statutory auditors;

(e) reviewing, with the management, the annual financial statements and the auditors report thereon before submission to the Board for approval, with particular reference to:

(i) matters required to be stated in the Directors' responsibility statement to be included in the Board's report in terms of Section 134(3)(c) of the Companies Act;

(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) qualifications and modified opinions in the draft audit report.

(f) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

(g) scrutinizing of inter-corporate loans and investments;

(h) undertaking or supervising valuation of undertakings or assets of the Company, wherever it is necessary;

(i) evaluation of internal financial controls and risk management systems, the Company's cash, debt, debt covenants and other financial readiness measures;

(j) formulating a policy on related party transactions, which shall include materiality of related party transactions;

(k) approving transactions of the Company with related parties, or any subsequent modification thereof and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

(l) reviewing, 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;

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

(n) establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

(o) reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

(p) 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;

(q) discussing with internal auditors any significant findings and follow up thereon;

(r) 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;

(s) 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;

(t) 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;

(u) 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;

(v) reviewing the functioning of the whistle blower mechanism;

(w) ensuring that an information system audit of the internal systems and process is conducted at least once in two years to assess operational risks faced by the Company;

(x) formulating, reviewing and making recommendations to the Board to amend the Audit Committee charter from time to time;

(y) reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding Rs.1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

(z) considering and commenting on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and

(aa) investigating any activity within its terms of reference, seeking information from any employee, obtaining outside legal or other professional advice and securing attendance of outsiders with relevant expertise, if it considers necessary;

(bb) reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider T rading) Regulations, 2015, as may be amended from time to time at least once in a financial year and verify that systems for internal control are adequate and are operating effectively;

(cc) Reviewing:

(i) Any show cause, demand, prosecution and penalty notices against the Company or its Directors which are materially important including any correspondence with regulators or government agencies and any published reports which raise material issues regarding the Company's financial statements or

accounting policies;

(ii) Any material default in financial obligations by the Company;

(iii) Any significant or important matters affecting the business of the Company.

(dd) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act or other applicable law

The Audit Committee shall have powers, including the following:

(a) to investigate any activity within its terms of reference;

(b) to seek information from any employees;

(c) to obtain outside legal or other professional advice;

(d) to secure attendance of outsiders with relevant expertise, if it considers necessary; and

(e) to have such powers as may be prescribed under the Companies Act and the SEBI Listing Regulations.

The Audit Committee shall mandatorily review the following information:

(a) management's discussion and analysis of financial condition and result of operations;

(b) management letters/letters of internal control weaknesses issued by the statutory auditors;

(c) internal audit reports relating to internal control weaknesses;

(d) the appointment, removal and terms of remuneration of the chief internal auditor;

(e) the examination of the financial statements and the auditors' report thereon; and

(f) statement of deviations, including:

(i) quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and

(ii) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

(g) the financial statements, in particular, the investments made by any unlisted subsidiary.

The Audit Committee is required to meet at least four times in a year with a maximum interval of 120 days between two meetings in accordance with the SEBI Listing Regulations. The Audit Committee has the authority to investigate into any matter in relation to the items specified under the terms of reference or such other matter as may be referred to it by our Board for such purpose.

The members of our Nomination and Remuneration Committee are:

a. Duvva Pavan Kumar (Independent Director) - Chairperson;

b. Rana Som (Independent Director) - Member; and

c. Smita Amol Lahoti (Independent Director) - Member

The Nomination and Remuneration Committee was constituted by our Board, and the terms of reference were approved by our Board pursuant to resolutions dated September 19, 2024.

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of the

Companies Act, 2013, and Regulation 19 of the SEBI Listing Regulations and other applicable law and its terms of

reference include the following:

(a) identifying and nominating, for the approval of the Board and ultimately the shareholders, candidates to fill Board vacancies as and when they arise as well as putting in place plans for succession, in particular with respect to the Chairperson of the Board and the Chief Executive Officer;

(b) formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board, a policy relating to the remuneration of the directors, key managerial personnel and other employees;

(c) while formulating the above policy, ensuring that:

(i) the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(iii) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

(d) formulating criteria for evaluation of performance of independent directors and the Board;

(e) 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, for every appointment of an independent director. Ensuring that the person recommended to the Board for appointment as an independent director has the capabilities identified in such description. Further, for the purpose of identifying suitable candidates, the Nomination and Remuneration 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;

(f) devising a policy on diversity of the Board;

(g) identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every director's performance and specifying the manner for effective evaluation of performance of 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 reviewing its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

(h) determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

(i) recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of the Company;

(j) recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

(k) recommending to the Board, all remuneration, in whatever form, payable to senior management;

(l) performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

(m) administering the employee stock option scheme/plan approved by the Board and shareholders of the Company in accordance with the terms of such scheme/plan ("ESOP Scheme") including the following:

(i) determining the eligibility criteria and selection of employees to participate under the ESOP Scheme;

(ii) determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;

(iii) date of grant;

(iv) determining the exercise price of the option under the ESOP Scheme;

(v) the conditions under which option may vest in employee and may lapse in case of termination of employment for misconduct;

(vi) the exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;

(vii) the specified time period within which the employee shall exercise the vested option in the event of termination or resignation of an employee;

(viii) the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;

(ix) re-pricing of the options which are not exercised, whether or not they have been vested if stock option are rendered unattractive due to fall in the market price of the equity shares;

(x) the grant, vesting and exercise of option in case of employees who are on long leave;

(xi) the vesting and exercise of option in case of grantee who has been transferred or whose services have been seconded to any other entity within the group at the instance of the Company;

(xii) allowing exercise of unvested options on such terms and conditions as it may deem fit;

(xiii) the procedure for cashless exercise of options;

(xiv) forfeiture/ cancellation of options granted;

(xv) arranging to get the shares issued under the ESOP Scheme listed on the stock exchanges on which the equity shares of the Company are listed or maybe listed in future.

(xvi) formulating and implementing the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others. In this regard following shall be taken into consideration:

a. the number and the price of the option shall be adjusted in a manner such that total value of the option to the employee remains the same after the corporate action;

b. for this purpose, global best practices in this area including the procedures followed by the derivative markets in India and abroad may be considered; and

c. the vesting period and the life of the option shall be left unaltered as far as possible to protect the rights of the employee who is granted such option.

(n) construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Scheme;

(o) engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

(p) analyzing, monitoring and reviewing various human resource and compensation matters;

(q) reviewing and approving compensation strategy from time to time in the context of the then current Indian

market in accordance with applicable laws;

(r) framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

(i) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; or

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

(s) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, the Companies Act, or other applicable law.

The members of our Stakeholders' Relationship Committee are:

a. Rana Som (Independent Director) - Chairperson;

b. Kukreti Soumya (Whole-time Director) - Member; and

c. Uma Priyadarshini Kollareddy (Whole-time Director) - Member.

The Stakeholders' Relationship Committee was constituted and the terms of reference of the Stakeholders'

Relationship Committee were approved by our Board pursuant to a resolution dated September 19, 2024.

The scope and functions of the Stakeholders' Relationship Committee are in accordance with Section 178 of the

Companies Act, 2013, and Regulation 20 of the SEBI Listing Regulations and other applicable law and its terms of

reference include the following:

(i) redressal of grievances of the shareholders, debenture holders and other security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of such complaints;

(ii) reviewing measures taken for effective exercise of voting rights by the shareholders;

(iii) investigating complaints relating to allotment of shares, approving transfer or transmission of shares, debentures or any other securities; reviewing adherence to the service standards adopted by the Company in respect of various services being rendered by the registrar and share transfer agent and recommending measures for overall improvement in the quality of investor services;

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

(v) formulating procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

(vi) approving, registering, refusing to register transfer or transmission of shares and other securities;

(vii) giving effect to dematerialisation of shares and re-materialisation of shares, sub-dividing, consolidating and/or replacing any share or other securities certificate(s) of the Company, compliance with all the requirements related to shares, debentures and other securities from time to time;

(viii) issuing duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company; and

(ix) performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations and the Companies Act or other applicable law.

327

The members of the Risk Management Committee are:

a. Duvva Pavan Kumar (Independent Director) - Chairperson;

b. Kollareddy Ramachandra (Whole-time Director and Chief Executive Officer) - Member;

c. Rana Som (Independent Director) - Member; and

d. Smita Amol Lahoti (Independent Director) - Member.

The Risk Management Committee was constituted by our Board, and the terms of reference were approved by our Board pursuant to resolutions dated September 19, 2024. The scope and functions of the Risk Management Committee are in accordance with Regulation 21 of the SEBI Listing Regulations and its terms of reference include the following:

(a) To formulate a detailed risk management policy which shall include:

(i) A framework for identification of internal and external risks specifically faced by the Company, 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 risk management committee;

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

(iii) Business continuity plan.

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

(c) To monitor and oversee implementation of the risk management policy of the Company, including evaluating the adequacy of risk management systems;

(d) To periodically review the risk management policy of the Company, at least once in two years, including by considering the changing industry dynamics and evolving complexity;

(e) To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;

(f) To set out risk assessment and minimization procedures and the procedures to inform the Board of the same;

(g) To frame, implement, review and monitor the risk management policy for the Company and such other functions, including cyber security;

(h) To review the status of the compliance, regulatory reviews and business practice reviews;

(i) To review and recommend the Company's potential risk involved in any new business plans and processes;

(j) To review the appointment, removal and terms of remuneration of the chief risk officer, if any; and

(k) To perform such other activities as may be delegated by the Board and/or prescribed under any law to be attended to by the Risk Management Committee.

The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board.

In addition to our Whole-time Director and Chief Executive Officer, Mr. Kollareddy Ramachandra and our Whole-time Directors, Mrs. Kukreti Soumya and Mrs. Uma Priyadarshini Kollareddy whose details are provided in "—Brief Biographies of our Directors''' on page 315, the details of our other Key Managerial Personnel as of the date of this Red Herring Prospectus are set out below:

Mr. Dilip Kumar Chalasani is the Chief Financial Officer of our Company and has been associated with our Company since 2024. He was appointed as the Chief Financial Officer of our Company on May 15, 2024. He is responsible for developing finance organisational strategies by contribution financial and accounting information and establishes finance operational strategies by evaluating trends in the Company. He is a fellow member of the Institute of Chartered Accountants of India with more than two decades of experience and was granted certificate on ‘International Financial Reporting Standards' by Institute of Chartered Accountants of India. Prior to joining our Company, he worked with Power Mech Projects Limited and Aster Infratek Private Limited. In Fiscal 2025, he was paid a total remuneration of approximately Rs. 7.37 million.

Mr. Rohit Tibrewal is the Company Secretary and Compliance Officer of our Company. He was appointed as Company Secretary on January 29, 2024 and was appointed as the Compliance Officer of our Company on September 19, 2024. He is responsible for secretarial and legal compliance and corporate governance at our Company. He is an associate member of the Institute of Company Secretaries of India. He holds a bachelor's degree in commerce from the Government City College, Hyderabad, Osmania University. He has been with our Company since January 2024. Prior to joining our Company, he worked with Karvy Insurance Repository Private Limited, Power Mech Projects Limited and Tanla Platforms Limited. In Fiscal 2025, he was paid a total remuneration of approximately Rs. 2.40 million.

In addition to Mr. Dilip Kumar Chalasani, the Chief Financial Officer of our Company and Mr. Rohit Tibrewal, the Company Secretary and Compliance Officer of our Company whose details are provided in "—Key Managerial Personnel of our Company" on page 330, the details of other members of our Senior Management in terms of SEBI ICDR Regulations, as on the date of this Red Herring Prospectus are set out below:

Mr. Kollareddy Rama Raghava Reddy is the Founder and President of our Company. For a complete profile of Mr. Kollareddy Rama Raghava Reddy, ie, his age, date of birth, residential address, educational qualifications, professional experience, positions/posts held in the past, see "Our Promoters and Promoter Group" beginning on page 333. In Fiscal 2025, he was paid a compensation of approximately Rs. 9.22 million by our Company.

Mr. Mallikarjuna Rao Kommana is the Chief Operating Officer (Mines) of our Company and has been associated with our Company since 2018. In his current role, he heads all mining operations carried out at the natural stone mines of our Company and our international activities, including exploration, extraction, production, safety, environmental compliance and strategic planning for our mining operations. He has been awarded a diploma of licentiate in mining engineering from the State Board of Technical Education and Training, Government of Andhra Pradesh. He was granted ‘Manager's Fist Class Certificate of Competency to manage a coal mine' under the Mines Act, 1952. Prior to joining our Company, he was associated with Singareni Collieries Company Limited, Maytas Infra Limited, Lanco Infratech Limited and Dangote Industries Limited. In Fiscal 2025, he was paid a compensation of approximately Rs. 8.99 million by our Company.

Mr. Peddibhotia Venkata Shiva Prasad is the Chief General Manager (Mechanical) of our Company and has been associated with our Company since 2018. In his current role, he is responsible for equipment maintenance at all our sites and overseas teams of mechanical managers at each site and also oversees equipment maintenance activities. He has completed academic requirements for a diploma in Automobile Engineering from Andhra Polytechnic, Kakinada. Prior to joining our Company, he was associated with Sri Krishna Motor & Engineering Works, Apple Granites Limited, Deccan Cements Limited, Gold Fields, Vijaya Traders, MFAR Constructions Private Limited, Auto Pradeep, B. Seshagiri Rao & Sons Industries Private Limited, MGB Motor and Auto Agencies Private Limited, Goldfields and Maytas Infra Limited. In Fiscal 2025, he was paid a compensation of approximately Rs. 3.62 million by our Company.

Mr. Kummetha Damodara Reddy is the Chief General Manager (Mines) of our Subsidiary, Andhra Pradesh Granite (Midwest) Private Limited and has been associated with our Company since 2006. In his current role, he acts as the mine manager at Mines operated by APGM and is responsible for regulatory compliance, occupational safety and executing production targets for such Mines. He has completed a diploma course in Mining Engineering from Y.S. Raja Reddy Polytechnic Pulivendia. He was granted ‘First Class Manager's Certificate of Competency' to manage metalliferous mines having opencast workings only under the Mines Act, 1952. Prior to joining our Company, he was associated with Tungabhadra Minerals Limited, Nagri Mining Limited and Rajashree Cements (a unit of Grasim Industries Limited). In Fiscal 2025, he was paid a compensation of approximately Rs. 8.41 million by our Company.

Mr. Srikanth Suri is the Chief Human Resources Officer of our Company and has been associated with our Company since 2025. In his current role, he provides leadership and is involved in coordination of the Company's human resource functions. He holds a bachelor's degree in arts from Osmania University, a diploma in business management from the Institute of Chartered Financial Analysts of India University, Tripura and a post graduate diploma in industrial relations and personnel management from Bhartiya Vidya Bhavan, Hyderabad. Prior to joining our Company, he was associated with Future Retail Ltd, Levi Strauss (India) Private Limited, Arvind Limited, U4iC International Private Limited, Shoe Mart LLC, Dubai and Mahindra Retail Private Limited. In Fiscal 2025, he was not paid any compensation by our Company.

Except for Kummetha Damodar Reddy who is an employee of APGM, our Subsidiary, all our Key Managerial Personnel and Senior Management are permanent employees of our Company.

Except as provided under "Our Management—Shareholding of our Directors in our Company" on page 319, none of our Key Managerial Personnel and Senior Management hold any Equity Shares in our Company.

Our Key Managerial Personnel and Senior Management are interested in our Company to the extent of the remuneration or benefits to which they are entitled to as part their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. For details see "—Interest of our Directors'" on page 320.

Further, some of our Key Managerial Personnel are interested to the extent of Equity Shares held by them. For details, see

"—Shareholding of Key Managerial Personnel and Senior Management in our Company" on page 331.

Other than as described in "-Terms of Appointment of Directors'" above, none of our Key Managerial Personnel or Senior Management are entitled to any bonus (excluding performance linked incentive which is part of their remuneration) or profit-sharing plans of our Company.

Except as disclosed in "—Relationship between our Directors and Key Managerial Personnel and Senior Management" on page 316, none of our Key Managerial Personnel and Senior Management are related to each other.

There is no contingent or deferred compensation accrued for Fiscal 2025 and payable to our Key Managerial Personnel and Senior Management.

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

Except for statutory benefits upon termination of their employment in our Company or retirement, no Key Managerial Personnel and Senior Management has entered into a service contract with our Company pursuant to which they are entitled to any benefits upon termination of employment.

For details on changes in our Key Managerial Personnel who are also Directors, see "—Changes in our Board of Directors during last three years'" on page 321. The changes in other Key Managerial Personnel and Senior Management in the preceding three years are as follows:

Except the compensation paid by our Company to Mr. Kollareddy Rama Raghava Reddy in the transactions disclosed below, no non-salary amount or benefit has been paid or given to any Key Managerial Personnel or Senior Management, within the two years preceding the date of this Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course of their employment, for services rendered as officers of our Company, dividend that may be payable in their capacity as Shareholders.

*The agreement of sale dated January 31, 2024 has been executed between our Company and Kollareddy Rama Raghava Reddy, however, sale deeds in this regard are yet to be executed. See "Our Company has not executed sale deeds with one of our Promoters for the acquisition of land and failure to timely execute the sale deed for such transactions or a failure in mutation of the land records in favour of our Company could adversely affect our financial condition and results of operations " on page 46.

As of the date of this Red Herring Prospectus, the Company does not have an employee stock option scheme.

Mr. Kollareddy Rama Raghava Reddy, Mr. Kollareddy Ramachandra, Mrs. Kukreti Soumya and Mrs. Uma Priyadarshini Kollareddy are the Promoters of our Company. The Promoters collectively hold an aggregate of 28,598,670 Equity Shares, aggregating to 84.58% of the pre-Offer issued, subscribed and paid-up share capital of our Company. For further details,see "Capital Structure—Details of Build-up, Contribution and Lock-in of Promoters ' Shareholding and Lock-in of other Equity Shares''" on page 105.

Our Company confirms that the permanent account number, bank account number, passport number, Aadhaar card number and driving license number of the Promoters have been submitted to the Stock Exchanges at the time of filing of the Draft Red Herring Prospectus.

There has been no change in the management or control of our Company in the last five years preceding the date of the Draft Red Herring Prospectus. However, pursuant to a resolution dated September 19, 2024 adopted by the Board of Directors, Kollareddy Rama Raghava Reddy, Kollareddy Ramachandra, Kukreti Soumya and Uma Priyadarshini Kollareddy have been identified as Promoters with effect from September 19, 2024.

The Promoters have not disassociated themselves from any company in the three years immediately preceding the date of this Red Herring Prospectus, except as disclosed below:

i. Pursuant to a share purchase and share subscription agreement dated November 7, 2024 entered into by and among

Mr. Rama Raghava Reddy Kollareddy, Midwest Gold Limited and Midwest Energy Private Limited dated November 7, 2024, Mr. Rama Raghava Reddy Kollareddy sold 47,159,690 equity shares, ie, 97.4% of his stake in Midwest Energy Private Limited, to Midwest Gold Limited, for a consideration of 4,621,770 equity shares in Midwest Gold Limited;

ii. Pursuant to a share transfer agreement between Mr. Rama Raghava Reddy Kollareddy and Midwest Gold Limited dated May 31, 2025, Mr. Rama Raghava Reddy Kollareddy sold 1,260,000 equity shares, representing his remaining 2.60% stake in Midwest Energy Private Limited to Midwest Gold Limited for a total consideration of Rs.9.20 million; and

iii. Pursuant to the share purchase agreement dated May 31, 2025 between Soumya Kukreti and Midwest Gold Limited, Soumya Kukreti sold 10 equity shares, i.e., her entire stake in Midwest Energy Private Limited to Midwest Gold Limited for a total consideration of Rs.73.00.

The Promoters are interested in our Company to the extent (i) that they have promoted our Company, (ii) of the Equity Shares, if any, held by them in our Company and dividend payable, if any, and other distributions in respect of the Equity Shares held by them, (iii) that they are appointed as Directors on the Board of the Company and the remuneration, sitting fees or reimbursement of expenses payable by our Company to them (iv) of any transactions or business arrangements undertaken by our Company with the Promoters, or their relatives or entities in which the Promoters hold shares or entities in which the Promoters are members of the board of directors or firms in which relatives of the Promoters hold interest. For details regarding the shareholding of the Promoters and the Promoter Group in our Company, see "Capital Structure— Details of Build-up, Contribution and Lock-in of Promoters ' Shareholding and Lock-in of other Equity Shares'' on page 105. For details of remuneration payable to the Promoters and Promoter Group, see "Our Management—Terms of Appointment of Directors" on page 317.

Except as stated below and in "Other Financial Information—Related Party Transactions" on page 413, none of the Promoters have any interest in any property acquired within the three years immediately preceding the date of this Red Herring Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery.

* The agreements of sale dated August 28, 2023 and January 31, 2024 have been executed between the Company and Kollareddy Rama Raghava Reddy, however, sale deeds in this regard are yet to be executed. For further details, please see "Risk Factors—Our Company has not executed sale deeds with one of our Promoters for the acquisition of land and failure to timely execute the sale deed for such transactions or a failure in mutation of the land records in favour of our Company could adversely affect our financial condition and results of operations " on page 46.

None of the Promoters are interested as a member of a firm or company, and no sum has been paid or agreed to be paid to the Promoters or to such firm or company in cash or shares or otherwise by any person either to induce them to become, or to qualify them as a director, or otherwise for services rendered by our Promoters or by such firm or company in connection with the promotion or formation of our Company.

Except as disclosed in Interest of Promoters in property of our Company" above, none of the Promoters have any interest in any transaction in acquisition of land, construction of building and supply of machinery.

For details of related party transactions entered into by our Company with our Promoters during the financial year immediately preceding the date of this Red Herring Prospectus, see "Restated Consolidated Financial Statements" on page 392.

Our Promoters have not given any material guarantee to any third party, in respect of the Equity Shares, as of the date of this Red Herring Prospectus.

The natural persons who form part of the Promoter Group are set forth below:

The entities and firms forming part of the Promoter Group (other than our Subsidiaries and Joint Ventures) are set forth below:

Hindu Undivided Family (i) Deepak Kukreti (HUF).

In addition, Guntaka Ravindra Reddy, who holds 3,185,000 Equity Shares and is the brother-in-law of Kollareddy Rama Raghava Reddy, is a member of the promoter group as a person whose shareholding is aggregated under the heading "shareholding of the promoter group" in accordance with Regulation 2(1)(pp)(v) of the SEBI ICDR Regulations.

Other than as disclosed in "Restated Consolidated Financial Statements—Related Party Disclosures'" on page 392, there has been no payment of benefits to the Promoters or the Promoter Group during the two years immediately preceding the date of filing of this Red Herring Prospectus, nor is there any intention to pay or give any benefit to the Promoters or any members of the Promoter Group by the Company.

Our Company has not entered into any contract, agreement or arrangements during the two years immediately preceding the date of this Red Herring Prospectus and does not propose to enter into any such contract in which our Promoters or the Promoter Group are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made other than as disclosed in "History and Certain Corporate Matters—Material Agreements " and "Restated Consolidated Financial Statements—Related Party Disclosures" on pages 301 and 392, respectively.

Our Promoters and members of the Promoter Group have not been debarred from accessing the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority/court.

Our Promoters are not a promoter of any other Company which is debarred from accessing capital markets by the SEBI.

Our Promoters have not been declared as wilful defaulters or fraudulent borrowers as defined under the SEBI ICDR Regulations.

None of our Promoters have been declared as a fugitive economic offender in accordance with Section 12 of the Fugitive Economic Offenders Act, 2018.

There is no conflict of interest between the suppliers of our Company (crucial for operations of the Company) and our Promoters and Promoter Group.

There is no conflict of interest between the third party service providers of our Company (crucial for operations of the Company) and our Promoters and Promoter Group.

There is no conflict of interest between the lessors of immovable properties of our Company (crucial for operations of the Company) and our Promoters and Promoter Group.