<dhhead-Board Of Directors </dhhead-
OUR MANAGEMENT
In accordance with 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. Our Company currently has 5 (Five) Directors on our Board, which includes 1
(One) Chairman and Managing Director, 1 (One) Executive Director. 1 (One) Non-Executive
Director and 2 (Two) Independent Directors.
1. Mr. Pankaj Bishwanath Agrawal |
- Chairman & Managing Director |
2. Mr. Vikas Tekriwal |
- Executive Director |
3. Mr. Shiv Kumar Mittal |
- Non- Executive Director |
4. Mr. Vipul Ratan |
- Independent Director |
5. Ms. Neha Yogesh Khemka |
- Independent Director |
The following table sets forth the details regarding our Board of Directors of our
Company as on the date of filing of this Draft Red Herring Prospectus:
Sr Details of Director No. |
Other Directorships/Designated Partner |
1. Name |
Pankaj Bishwanath Agrawal |
- Nested Brands Private Limited - Fractal Metal
Industries Limited Liability Partnership |
DIN |
01236376 |
Father's Name |
Bishwanath Prasad Agrawal |
Address |
B-802, Tara Co-op Hsg. Soc., Saki Vihar Road, Opp L and T Gate No. 7,
Powai, Sakinaka, Mumbai-400072, Maharashtra, India. |
Date of Birth |
July 30, 1973 |
Age |
52 Years |
Designation |
Chairman & Managing Director |
Occupation |
Business |
Experience |
He is having an experience of more than twenty-two years in the Supply
Chain Management and Apparel Manufacturing Industry. |
Qualifications |
He has completed Part 1 of Bachelor of Commerce (B.Com.) from Patna
University. |
Nationality |
Indian |
Date of Appointment |
Pursuant to approval of members in the Extraordinary General Meeting
held on April 27, 2023, he was appointed as Executive Director and Manager with effect
from April 27, 2023. Further, he resigned as the Manager of the Company with effect from
April 08, 2025. Thereafter, pursuant to the approval of Board of Directors in the Board
Meeting held on April 8, 2025, his designation was changed from Executive Director to
Chariman & Managing Director with effect from April 25, 2025. Further, pursuant to
approval of members in the Extraordinary General Meeting held on April 25, 2025, his
appointment as Chairman & Managing Director was regularized. |
Term of Appointment and date of expiration of
current term of office. |
He holds office for a period of 5 (Five) years from April
25, 2025 to April 24, 2030. |
|
2. Name |
Vikas Tekriwal |
Nil |
DIN |
11002218 |
Father's Name |
Govind Prasad Tekriwal |
Address |
Opp- Pua Gali, Jhauganj, Nagla, Patna-800008, Bihar, India. |
Date of Birth |
February 09, 1977 |
Age |
48 Years |
Designation |
Executive Director |
Occupation |
Business |
Experience |
He is having an experience of more than 14 years in the Supply Chain
Management and Apparel Manufacturing Industry. |
Qualifications |
He has completed Post Graduate Diploma in Foreign Trade from World
Trade Institute. He has also completed Intermediate Examination held by The Institute of
Chartered Accountants of India and holds Accounting Technician Certificate from The
Institute of Chartered Accountants of India. |
Nationality |
Indian |
Date of Appointment |
Pursuant to approval of Board of Directors in their meeting held on
April 08, 2025 he was appointed as Executive Director, subject to approval of members in
the General meeting. His appointment as an Executive Director was approved by the members
in the Extraordinary General Meeting with effect from April 25, 2025. |
Term of Appointment and date of expiration of current term of
office. |
He holds office with effect from April 25, 2025 and is liable to
retire by rotation. |
3. Name |
Shiv Kumar Mittal |
- HVAX Technologies Limited - Forgex Technologies Limited
- Swift Technoplast Private Limited - Digilife Biz Solutions Private Limited - CFO Desk
Services LLP - Picado Realty LLP |
DIN |
02578461 |
Fathers' Name |
Moti Lal Mittal |
Address |
A-1201 Bhagwati Eleganza, Plot 12, Sec-11, Ghansoli, Opp. Nmmt Bus
Depot, Navi Mumbai, Thane - 400701, Maharasthra, India. |
Date of Birth |
January 01, 1978 |
Age |
47 Years |
Designation |
Non-Executive Director |
Occupation |
Business |
Experience |
He has more than Twelve (12) years of experience in the financial
services industry. |
|
Qualifications |
He is a Fellow member of The Institute of Chartered Accountant of
India. He has also completed Post Qualification Course in Information System Audit (ISA)
from ICAI. |
Nationality |
Indian |
Date of Appointment |
Pursuant to approval of Board of Directors in their meeting held on
April 08, 2025, he was appointed as Non-Executive Director, subject to approval of members
in the General meeting. Further, his appointment as a Non-Executive Director was approved
by the members in the Extraordinary General Meeting with effect from April 25, 2025. |
Term of Appointment and date of expiration of current term of
office. |
He holds office with effect from April 25, 2025 and is liable to
retire by rotation. |
4. Name |
Vipul Ratan |
Nil |
DIN |
01757490 |
Fathers' Name |
Vijay Ratan |
Address |
Choti Bazar, Jhanda Chowk, Kalvan Ganj, Banda - 210001, Uttar Pradesh,
India. |
Date of Birth |
January 01, 1982 |
Age |
43 Years |
Designation |
Non-Executive Independent Director |
Occupation |
Professional |
Experience |
He has fifteen (15) years of experience in the financial services
industry. |
Qualifications |
He is a member of The Institute of Chartered Accountant of India and
holds the degree of Bachelor of Commerce from Awadhesh Pratap Singh Vishwavidyalaya, Rewa,
M.P. |
Nationality |
Indian |
Date of Appointment |
Pursuant to approval of Board of Directors in their meeting held on
April 08, 2025 he was appointed as Non-Executive Independent Director, subject to approval
of members in the General meeting. Further, his appointment as a Non-Executive Independent
Director was approved by the members in the Extraordinary General Meeting with effect from
April 25, 2025. |
Term of Appointment and date of expiration of |
He holds office for a period of 5 (five) years with effect from April
25, 2025 to April 24, 2030 and is not liable to retire by rotation. |
current term of office. |
|
|
5. Name |
Neha Yogesh Khemka |
Nil |
DIN |
11077887 |
Fathers' Name |
Kamalkumar Nathmal Agrawal |
Address |
501, Park Residency Chs Ltd, Upper Govind Nagar, Near Poddar School,
Malad East, Borivali-400097, Mumbai, Maharashtra. |
Date of Birth |
June 12, 1984 |
Age |
41 years |
Designation |
Non-Executive Independent Director |
Occupation |
Professional |
Experience |
No Experience on record. |
Qualifications |
She is a member of The Institute of Chartered Accountant of India and
holds the degree of Bachelor of Commerce from University of Mumbai. |
Nationality |
Indian |
Date of Appointment |
Pursuant to approval of Board of Directors in their meeting held on
May 31, 2025 she was appointed as a Non-Executive Independent Director, subject to
approval of members in the General meeting. Further, her appointment as a Non-Executive
Independent Director was approved by the members in the Extraordinary General Meeting with
effect from June 07, 2025. |
Term of Appointment and date of expiration of current term of
office. |
She holds office for a period of 5 (five) years with effect from June
07, 2025 to June 06, 2030 and is not liable to retire by rotation. |
Pankaj Bishwanath Agrawal
Pankaj Bishwanath Agrawal, aged 52 years, Chairman and Managing Director of our
Company. He has completed Part 1 of Bachelor of Commerce (B.Com.) from Patna University.
He is having an experience of more than 22 (twenty-two) years in Supply Chain Management
and Apparel Manufacturing Industry. He overlooks production, accounts and marketing
department in the Company.
Vikas Tekriwal
Vikas Tekriwal, aged 48 years, is an Executive Director of our Company. He has
completed Post Graduate Diploma in Foreign Trade from World Trade Institute. He has also
completed Intermediate Examination held by The Institute of Chartered Accountants of India
and holds Accounting Technician Certificate from The Institute of Chartered Accountants of
India. He is having an experience of more than 14 (fourteen) years in Apparel
manufacturing industry. He manages Warehouse & Supply Chain Department of the Company.
Shiv Kumar Mittal
Shiv Kumar Mittal, aged 47 years is a Non-Executive Director of our Company. He is a
Fellow member of The Institute of Chartered Accountant of India and has completed Post
Qualification Course in Information System Audit (ISA) from ICAI. He has more than 12
(twelve) years of experience in the financial services industry.
Vipul Ratan
Vipul Ratan, aged 43 years is a Non-Executive Independent Director of our Company. He
is a Chartered Accountant and holds a degree of Bachelor of Commerce from Awadhesh Pratap
Singh Vishwavidyalaya, Rewa, M.P. He is a Practicing Chartered Accountant by profession.
He has an experience of Fifteen (15) years in financial services industry.
Neha Yogesh Khemka
Neha Yogesh Khemka, aged 41 years is a Non-Executive Independent Director of our
Company. She is a Chartered Accountant and holds a degree of Bachelor of Commerce from
University of Mumbai.
As on the date of the 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.
There is no relationship between any of the Directors, Key Managerial Personnel and
Senior Management of our Company.
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.
Our Company has not entered into any service contracts with our Directors, which
provide for benefits upon the termination of their employment.
Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our
Company held on August 19, 2025 and pursuant to provisions of Section 180(1)(c) and other
applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the
Board of Directors of the Company be and are hereby authorized to borrow monies from time
to time, any sum or sums of money on such security and on such terms and conditions as the
Board may deem fit, notwithstanding that the money to be borrowed together with the money
already borrowed by our Company may exceed in the aggregate, its paid up capital and free
reserves and security premium (apart from temporary loans obtained / to be obtained from
bankers in the ordinary course of business), provided that the outstanding principal
amount of such borrowing at any point of time shall not exceed in the aggregate of Rs. 100
Crores.
Name |
Pankaj Bishwanath Agrawal |
Designation |
Chairman and Managing Director |
Name |
Pankaj Bishwanath Agrawal |
|
Pursuant to the approval of Board of Directors in the Board Meeting held
on April 8, 2025, his designation was changed from Executive Director to Chairman &
Managing Director with effect from April 25, 2025. |
Date of Appointment/ Change in Designation |
|
|
Further, pursuant to approval of members in the Extraordinary General
Meeting held on April 25, 2025, his appointment as Chairman & Managing Director was
regularized. |
Period |
5 (Five) years with effect from April 25, 2025. |
Salary |
Upto Rs. 75,00,000/- per annum. |
Bonus |
|
Perquisite/Benefits |
|
Commission |
Nil |
Compensation/ remuneration paid during the F.Y. 2024-25 |
Rs. 36,00,000/- |
Currently, Our Company does not have any bonus or profit-sharing plan for our
Directors.
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred
compensation payable to our Directors which does not form a part of their remuneration.
As on the date of this Draft Red Herring Prospectus, no remuneration is paid or payable
to our directors by our subsidiary or associate Company.
Pursuant to resolution passed by our Board of Directors in their meeting held on August
20, 2025, our Non-Executive and Independent Directors are entitled to receive sitting fees
of Rs. 1,000 for every meeting of the Board of Directors/Committee Meeting attended by
them.
The shareholding of our directors as on the date of this Draft Red Herring Prospectus
are as follows:
Sr. Name of Directors No. |
No. of Equity Shares held |
Designation |
1. Pankaj Bishwanath Agrawal |
52,25,000 |
Chairman & Managing Director |
2. Vikas Tekriwal |
11 |
Executive Director |
3. Shiv Kumar Mittal |
23,650 |
Non-Executive Director |
4. Vipul Ratan |
Nil |
Independent Director |
5. Neha Yogesh Khemka |
Nil |
Independent Director |
All the Executive directors of our 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.
Our Independent Directors may be deemed to be interested to the extent of sitting fees
payable to them for attending meetings of our Board and committees thereof, the
re-imbursement of expenses payable to them, as approved by our Board.
Our Directors may also be deemed to be interested to the extent of Equity Shares held
by them and their immediate relatives in our Company and also to the extent of any
dividend payable to them and other distributions in respect of such shareholding in our
Company. For details regarding the shareholding of our Directors in our Company, please
see "Capital Structure" and "Our Management"
beginning on page 68 and 193 respectively.
Our Directors may be deemed to be interested in the contracts, transactions,
agreements/ arrangements entered into or to be entered into by our Company with any entity
which is promoted by them or in which they are members, or in which they hold
directorships or any partnership firm in which they are partners in the ordinary course of
business. For further details, please see "Annexure 31 - Related Party
Transactions" in the chapter titled "Restated Financial
Statement" beginning on page 215 and "Our Promoter and Promoter
Group" beginning on page 209.
Executive Director is interested to the extent of remuneration paid to them for
services rendered to the company.
Except as stated under "Annexure 31 - Related Party Transactions"
under Chapter titled "Restated Financial Statement" beginning on
page 215 of the 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.
Interest of our Directors in the promotion/formation of our Company
Except for Mr. Pankaj Bishwanath Agrawal, none of our Directors were involved in the
promotion and formation of our Company.
Interest as Creditor of our Company
Our Company has not availed loans from Directors of our Company as on the date of this
Draft Red Herring Prospectus. Interest of our Directors in property
None of our Directors are interested in any property acquired or proposed to be
acquired of our Company.
Other interest
No sum has been paid or agreed to be paid to our Directors or to any firms or companies
in which they may be partners or members respectively, in cash or shares or otherwise by
any person either to induce him / her to become, or to qualify him/ her as, a Director, or
otherwise for services rendered by him/ her or by such firm or company, in connection with
the promotion or formation of our Company.
Except mentioned below, none of our directors have not been associated with any company
that has been struck-off by the registrar of companies or the Ministry of Corporate
Affairs.
Name of the Director |
Designation |
Name of the companies |
Pankaj Bishwanath Agrawal |
Chairman & Managing Director |
Inmos Overseas Private Limited |
Unifying Fashion Conclave Private Limited |
Shiv Kumar Mittal |
Non-Executive Director |
SSTS Processors and Suppliers Private Limited |
CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS
Name of Director |
Date of Event |
Nature of Event |
Reason for the changes in the Board of Director |
| Neha Yogesh Khemka |
June 07, 2025 |
Appointment |
Pursuant to approval of members in the Extra Ordinary General Meeting
held on June 07, 2025, he was appointed as Executive Director with effect from June 07,
2025. |
| Pankaj Bishwanath Agrawal |
April 25, 2025 |
Change in Designation |
Pursuant to approval of members in the Extra Ordinary General Meeting
held on April 25, 2025, his designation was changed from Executive Director to Chairman
and Managing Director with effect from April 25, 2025 for a period of 5 (five) years from
April 25, 2025 to April 24, 2030. |
| Anoop Kumar Agarwal |
April 25, 2025 |
Resignation |
Resignation from the post of Executive Director with effect from April
26, 2025 due to restructuring of Board. |
| Priti Pankaj Agrawal |
April 25, 2025 |
Resignation |
Resignation from the post of Executive Director with effect from April
26, 2025 due to restructuring of Board. |
| Vikas Tekriwal |
April 25, 2025 |
Appointment |
Pursuant to approval of members in the Extra Ordinary General Meeting
held on April 25, 2025, he was appointed as Executive Director with effect from April 25,
2025. |
| Shiv Kumar Mittal |
April 25, 2025 |
Appointment |
Pursuant to approval of members in the Extra Ordinary General Meeting
held on April 25, 2025, he was appointed as Non-Executive Director with effect from April
25, 2025. |
| Vipul Ratan |
April 25, 2025 |
Appointment |
Pursuant to approval of members in the Extra Ordinary General Meeting
held on April 25, 2025, he was appointed as Independent Director with effect from April
25, 2025 for a period of 5 (five) years from April 25, 2025 to April 24, 2030. |
| Pankaj Bishwanath Agrawal |
April 27, 2023 |
Appointment |
Pursuant to approval of members in the Extra Ordinary General Meeting
held on April 27, 2023, he was appointed as Executive Director and Manager with effect
from April 27, 2023. |
| Pratik Pankaj Agrawal |
March 28, 2023 |
Resignation |
Resignation from the post of Executive Director with effect from March
21, 2023 due to inability to devote time for the affairs of the Company. |
| Pratik Pankaj Agrawal |
October 28, 2022 |
Appointment |
Pursuant to approval of members in the Extra Ordinary General Meeting
held on October 28, 2022, he was appointed as Executive Director with effect from October
28, 2022. |
In additions 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 schedules of SEBI (Listing
Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our
Company, our Company endeavours 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.
Composition of Board of Directors
Currently our Board consists of 5 (Five) Directors, which includes 1 (One) Chairman and
Managing Director, 1 (One) Executive Director. 1 (One) Non-Executive Director and 2 (Two)
Independent Directors.
Composition of Board of Directors is set forth in the below mentioned table:
Sr. No. |
Name of Directors |
Designation |
Status |
DIN |
1. |
Pankaj Bishwanath Agrawal |
Chairman and Managing Director |
Executive |
01236376 |
2. |
Vikas Tekriwal |
Executive Director |
Executive |
11002218 |
3. |
S hiv Kumar Mittal |
Non-Executive Director |
Non-Executive |
02578461 |
4. |
Vipul Ratan |
Independent Director |
Non-Executive |
01757490 |
5. |
Neha Yogesh Khemka |
Independent Director |
Non-Executive |
11077887 |
Constitution of Committees
Our company has constituted the following Committees of the Board;
1. Audit Committee
2. Stakeholders Relationship Committee
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 and rules made thereunder, as amended from time to time, read with
SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable,
in its meeting held on August 20, 2025, constituted Audit Committee.
The constitution of the Audit Committee is as follows:
Name of the Directors |
Designation |
Nature of Directorship |
| Neha Yogesh Khemka |
Chairman |
Independent Director |
| Pankaj Bishwanath Agrawal |
Member |
Chairman and Managing Director |
| Vipul Ratan |
Member |
Independent Director |
Terms of Reference
The Role of Audit Committee not limited to but includes:
1. The recommendation for the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor, their remuneration and fixation of terms
of appointment of the Auditors of the Company;
2. Review and monitor the auditors' independence and performance, and effectiveness of
audit process;
3. Examination of financial statement and auditors' report thereon including interim
financial result before submission to the Board of Directors for approval, with particular
reference to;
a. Matters required to be included in the director's responsibility statement to be
included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by
management;
d. Significant adjustments made in the financial statements arising out of audit
findings;
e. Compliance with listing and other legal requirements relating to financial
statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
4. Approval or any subsequent modification of transactions of the Company with related
parties;
Provided that the Audit Committee may make omnibus approval for related party
transactions proposed to be entered in to by the Company subject to such conditions
provided 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,
5. 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/Draft Red Herring Prospectus/Prospectus/ notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this matter;
6. Scrutiny of Inter-corporate loans and investments;
7. consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the histed entity and its shareholders;
8. 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;
9. To review the functioning of the Whistle Blower mechanism, in case the same is
existing;
10. Valuation of undertakings or assets of the company, where ever it is necessary;
11. Evaluation of internal financial controls and risk management systems and
reviewing, with the management, performance of statutory and internal auditors, adequacy
of the internal control systems.
12. 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 and discussion
with internal auditors any significant findings and follow up there on.
13. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as postaudit discussion to ascertain any area of concern;
14. approval of payment to statutory auditors for any other services rendered by the
statutory auditors,
15. 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.
16. 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.
17. Carrying out any other function as assigned by the Board of Directors & 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.
Review of Information
i. Management discussion and analysis of financial condition and results of operations;
ii. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
iii. Internal audit reports relating to internal control weaknesses; and
iv. The appointment, removal and terms of remuneration of the Internal Auditor.
Powers of Committee
1. To investigate any activity within its terms of reference;
ii. To seek information from any employee;
iii. To obtain outside legal or other professional advice; and
iv. To secure attendance of outsiders with relevant expertise, if it considers
necessary.
Quorum
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 be 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 and rules made thereunder, as amended from time to time, read with
SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable,
in its meeting held on August 20, 2025, constituted Stakeholders Relationship Committee.
The constitution of the Stakeholders Relationship Committee is as follows:
Name of the Directors |
Designation |
Nature of Directorship |
Vipul Ratan |
Chairman |
Independent Director |
Pankaj Bishwanath Agrawal |
Member |
Chairman and Managing Director |
Neha Yogesh Khemka |
Member |
Independent Director |
Terms of Reference
Redressal of shareholder's and investors' complaints, including and in respect of:
i. Resolving the grievances of the 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;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the listed entity in
respect of various services being rendered by the Registrar & Share Transfer Agent;
iv. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company;
v. 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.
Quorum and Meetings
The Stakeholders Relationship Committee shall meet atleast once in a year. 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 and rules made thereunder, as amended from time to time, read with
SEBI (Listing Obligations and Disclosures Requirement)
Regulations, 2015, as applicable, in its meeting held on August 20, 2025, constituted
Nomination and Remuneration Committee.
The constitution of the Nomination and Remuneration Committee is as follows:
Name of the Directors |
Designation |
Nature of Directorship |
| Neha Yogesh Khemka |
Chairman |
Independent Director |
| Shiv Kumar Mittal |
Member |
Non-Executive Director |
| Vipul Ratan |
Member |
Independent Director |
Terms of reference
Role of Nomination and Remuneration Committee shall include but not limited to: -
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. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director The person recommended to the Board for appointment an
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:
- use the services of an external agencies, if required;
- consider candidates from a wide range of backgrounds, having due regard to diversity;
and
- Consider the time commitments of the candidates.
iii. Formulation of criteria for evaluation of Independent Directors and the Board;
iv. To ensure that the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
v. 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;
vi. recommend to the board, all remuneration, in whatever form, payable to senior
management;
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.
Quorum and Meetings
The Committee is required to meet at least once in 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.
In addition to Pankaj Bishwanath Agrawal, Chairman and Managing Director, whose details
are provided under the section titled "Brief Profile of our Directors"
in the chapter titled "Our Management" beginning on page 193 the details of our other Key Managerial
Personnel is as follows:
Name, Designati |
Dn and Date of Joining |
Qualification |
Previous Employment |
Remuneration paid in F.Y. 2024-25 (Rs. in Lakhs) |
Name |
Anoop Kumar Agarwal |
He has completed 2nd year of Bachelor of Commerce from
Ravenshaw University, Odisha. |
Fractal Fashion |
5,73,000 |
Designation |
Chief Financial Officer |
|
|
|
Date of Appointment |
April 26, 2025 |
|
|
|
Overall Experience |
He is having an experience of more than 19 years in the field of Accounts
and Finance. |
|
|
|
Name |
Kruti Parshwa Shah |
She holds a degree of Master of Business Administration from Gujarat
University. She is also a Company Secretary from The Institute of Company Secretaries of
India |
EAGLE Amravati Chikhli NH-6 PKG-II Private Limited |
Nil |
Designation |
Company Secretary & Compliance Officer |
|
|
|
Date of Appointment |
July 01, 2025 |
|
|
|
Overall Experience |
She is having an experience of more than 1 year in the secretarial and
compliance matters. |
|
|
|
SENIOR MANAGEMENT IN OUR COMPANY |
|
|
|
The details of our Senior Management Personnel is as
follows: |
|
|
|
Name, Designati |
Dn and Date of Joining |
Qualification |
Previous Employment |
Remuneration paid in F.Y. 2024-25 (Rs. in Lakhs) |
Name |
Arti OmprakashVarma |
Higher Secondary Certificate Examination from Maharashtra State Board of
Secondary and Higher Secondary Education, Pune. |
Fractal Metal Industries LLP |
3.88 |
Designation |
Supply Chain Manager |
|
|
|
Date of Appointment |
April 26, 2025 |
|
|
|
Overall Experience |
She has more than 5 years of experience working in the logistics. |
|
|
|
Name |
Vijay Prabhakar Shinde |
Bachelor of Commerce from Institute of Technology and Management Studies. |
Fractal Fashion |
8.82 |
Designation |
Production Head |
|
|
|
Date of Appointment |
January 01, 2021 |
|
|
|
Overall Experience |
He has over 3 years of experience in apparel manufacturing industry. |
|
|
|
Name |
Saumar Jyoti Sharma |
No Education on record. |
Camaro Jeans |
N.A. |
Designation |
Brand Manager |
|
|
|
Date of Appointment |
June 16, 2025 |
|
|
|
Overall Experience |
He has more than 7 years of experience in marketing. |
|
|
|
CHANGES IN THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Except as mentioned below, there are no other 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:
Name of Key Managerial Personnel/ Senior Managerial Personnel |
Date of Event |
Nature of Event |
Reason for the changes |
| Kruti Parshwa Shah |
July 01, 2025 |
Appointment |
Appointed as a Company Secretary & Compliance Officer of the Company
with effect from July 01, 2025. |
| Anoop Kumar Agarwal |
April 26, 2025 |
Appointment |
Appointed as a Chief Financial Officer of the Company with effect from
April 26, 2025. |
| Pankaj Bishwanath Agrawal |
April 25, 2025 |
Resignation |
Resignation from the post of Manager with effect from April 08, 2025 due
to restructuring of Board. |
| Arti OmprakashVarma |
April 26, 2025 |
Appointment |
Appointed as a Supply Chain Manager of the Company with effect from
April 26, 2025. |
| Saumar Jyoti Sharma |
June 16, 2025 |
Appointment |
Appointed as a Brand Manager of the Company with effect from June 16,
2025. |
BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Currently, our Company does not have any bonus or profit-sharing plan for our Key
Managerial personnel and Senior Management.
PAYMENT OF BENEFIT TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)
No amount or benefit (non-salary related) was paid or given to our Key Managerial
Personnel and Senior Management, within the two (2) preceding years or is intended to be
paid or given to our Key Managerial Personnel and Senior Management, other than in the
ordinary course of employment.
STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
All the Key Managerial Personnel and Senior Management mentioned above are on the
payrolls of our Company as permanent employees.
ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS
There is no arrangement / understanding with major shareholders, customers, suppliers
or others pursuant to which any of the above-mentioned personnel have been recruited.
SERVICE CONTRACTS WITH OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Key Managerial Personnel and Senior Management are governed by the terms of their
respective employment letters / resolutions of our Board on their terms of appointment.
None of our Key Managerial Personnel and Senior Management have entered into a service
contract with our Company, entitling them to any benefits upon termination of employment.
Except for applicable statutory benefits, none of our Key Managerial Personnel and
Senior Management would receive any benefits on their retirement or on termination of
their employment with our Company
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred
compensation payable to our Key Managerial Personnel and Senior Management that does not
form part of their remuneration.
The rate of attrition of our Key Managerial Personnel and Senior Management is not high
in comparison to the industry in which we operate.
As on the date of filing of Draft Red Herring Prospectus, our company does not have any
ESOP Scheme for its employees.
Our Key Managerial Personnel and Senior Management do not have any interest in our
Company other than (i) as stated in "Annexure 31 - Related Party Transations"
in the chapter titled "Restated Financial Statement" beginning on
page 215, respectively; or (ii) to the extent of remuneration or benefits to which they
are entitled to as per their terms of appointment and reimbursement of expenses incurred
by them during the ordinary course of business. The Key Managerial Personnel and Senior
Management may also be deemed to be interested to the extent of dividend payable to them
and other distributions in respect of Equity Shares held by them in our Company.
For details of unsecured loan taken from or given to our Directors/KMPs/SMPs and for
details of transaction entered by them in the past see "Annexure 31 - Related
Party Transactions" in the chapter titled "Restated Financial
Statement" beginning on page 215.
Except as disclosed below, none of the Key Managerial Personnel and Senior Management
hold any Equity Shares of our Company as on the date of this Draft Red Herring Prospectus.
Sr. No. |
Name of Key Management Personnel/ Senior Management |
No. Equity Shares held |
Category/ Status |
1. |
Pankaj Bishwanath Agrawal |
52,25,000 |
Chairman & Managing Director |
OUR PROMOTERS AND PROMOTERS GROUP
Promoters of Our Company are:
1. Mr. Pankaj Bishwanath Agrawal
2. Mrs. Priti Pankaj Agrawal
For details of the Capital build-up of our Promoters in our Company, see chapter titled
"Capital Structure" beginning on page no. 68 of this Draft Red
Herring Prospectus.
The details of our Promoters are as follows:
|
PANKAJ BISHWANATH AGRAWAL |
|
Pankaj Bishwanath Agrawal, aged 52 years, is the Promoter, Chairman and
Managing Director of our Company. He has completed Part 1 of Bachelor of Commerce (B.Com.)
from Patna University. He is having an experience of more than twenty-two (22) years in
the Supply Chain Management and Apparel Manufacturing Industry. He overlooks production,
accounts and marketing department in the Company. |
Date of Birth |
July 30, 1973 |
Age |
52 Years |
PAN |
ABMPA0824F |
Educational Qualification |
He has completed Part 1 of Bachelor of Commerce (B.Com.) from Patna
University. |
Experience in Business/Employment |
He is having an experience of more than twenty-two (22) years in the
Supply Chain Management and Apparel Manufacturing Industry. |
Present Residential Address |
B-802, Tara Co-op Hsg. Soc., Saki Vihar Road, Opp L and T Gate No. 7,
Powai, Sakinaka, Mumbai-400072, Maharashtra, India. |
Position/posts held in the past |
Pursuant to approval of members in the Extraordinary General Meeting held
on April 27, 2023, he was appointed as Executive Director and Manager with effect from
April 27, 2023. Further, he resigned as the Manager of the Company with effect from April
08, 2025. Thereafter, pursuant to the approval of Board of Directors in the Board Meeting
held on April 8, 2025, his designation was changed from Executive Director to Chairman
& Managing Director with effect from April 25, 2025. Further, pursuant to approval of
members in the Extraordinary General Meeting held on April 25, 2025, his appointment as
Chairman & Managing Director was regularized. |
Directorship/ Designated Partnership held |
1. Nested Brands Private Limited 2. Fractal Metal Industries Limited
Liability Partnership |
Other Ventures |
Fractal Fashion Pankaj Agrawal & Sons HUF |
|
MRS. PRITI PANKAJ AGRAWAL |
|
Priti Pankaj Agrawal, aged 51 years, is the Promoter of our Company. She
has completed Intermediate Examination in Science from Bihar Intermediate Education
Council, Patna. She is having an experience of 22 years in the Supply Chain Management and
Apparel Manufacturing Industry. She overlooks HR and Administration Department in the
Company. |
Date of Birth |
August 14, 1974 |
Age |
51 Years |
PAN |
ADTPA5679B |
Educational Qualification |
She has completed Intermediate Examination in Science from Bihar
Intermediate Education Council, Patna. |
Experience in Business/Employment |
She is having an experience of 22 years in the Supply Chain Management
and Apparel Manufacturing Industry. |
Present Residential Address |
B-802, Tara CHS, Saki Vihar Road, Opp L and T Gate No. 7, Powai,
Mumbai-400072, Maharashtra, India. |
Position/posts held in the past |
She was appointed as the First Director of the Company from January 09,
2020. She resigned as the Director of the Company with effect from April 26, 2025. |
Directorship/ Designated Partnership held |
1. Fractal Metal Industries Limited Liability Partnership |
Other Ventures |
- |
We declare and confirm that the details of the permanent account numbers, bank account
numbers, passport numbers, Aadhar card number and driving license numbers of our Promoters
are being submitted along with filing of this Draft Red Herring Prospectus with the Stock
Exchange on which the specified securities are proposed to be listed.
There has been no change in control of our Company since incorporation immediately
preceding the date of this Draft Red Herring Prospectus.
Except as stated in the chapter titled "Statement of Financial
Indebtedness" and "Restated Financial Statements" beginning
on page no. 267 and 215 of this Draft Red Herring Prospectus respectively, our Promoters
has not given any material guarantee to any third party with respect to the Equity Shares
as on the date of this Draft Red Herring Prospectus.
Our Promoters are interested in our Company to the extent of their shareholding and
directorship in our Company and the dividend declared, if any, by our Company. Our
Promoters may also be deemed to be interested to the extent of Equity Shares held by them
and their immediate relatives in our Company and also to the extent of any dividend
payable to them and other distributions in respect of the said Equity Shares in our
Company. For details regarding the shareholding of our Promoters in our Company, see the
chapter titled "Capital Structure" on page 68 of this Draft Red
Herring Prospectus.
None of our Promoters have any interest in our Company except to the extent of
compensation payable paid, and reimbursement of expenses (if applicable) and to the extent
of any equity shares held by them or their relatives and associates or held by the
companies, firms and trusts in which they are interested as director, member, partner, and
/ or trustee, and to the extent of benefits arising out of such shareholding.
For further details please see the chapter titled "Capital Structure",
"Restated Financial Statements" and "Our Management"
beginning on page no. 68, 215 and 193 of this Draft Red Herring Prospectus.
Except as stated otherwise in this Draft Red Herring Prospectus, we have not entered
into any contract, agreements or arrangements in which our Promoters is directly or
indirectly interested and no payments have been made to them in respect of the contracts,
agreements or arrangements which are proposed to be made with them including the
properties purchased by our Company other than in the normal course of business. For
further details, please refer the chapter titled "Restated Financial
Statements" beginning on page no. 215 of this Draft Red Herring Prospectus.
Further, our Promoters may be deemed to be interested to the extent of the payments
made by our Company, if any, to the Group entities and payment to be made by our Company
to the Group Entities. For the payments that are made by our Company to certain Group
entities, please refer "Annexure 31 - Related Party Transations "
under chapter titled "Restated Financial Statement" beginning on
Page No. 215 of this Draft Red Herring Prospectus.
Interest of Promoters in the Promotion of our Company
Our Company is currently promoted by the promoters in order to carry on its present
business. Our Promoters are interested in our Company to the extent of their shareholding
and directorship in our Company and the dividend declared, if any, by our Company.
Interest of Promoters in the Property of our Company
Our Promoters has confirmed that they does not have any interest in any property
acquired by our Company within three years preceding the date of this Draft Red Herring
Prospectus or proposed to be acquired by our Company as on the date of this Draft Red
Herring Prospectus except as mentioned under the chapter titled "Business
Overview" and "Restated Financial Statements"
beginning on page no. 138 and 215 respectively, of this Draft Red Herring Prospectus.
Except as stated in "Annexure 31 - Related Party Transations "
under chapter titled "Restated Financial Statement" beginning on
Page No. 215 of this Draft Red Herring Prospectus, there has been no payment of benefits
to our Promoters in the two years preceding the filing of this Draft Red Herring
Prospectus. Further, our Company may enter into transaction with or make payment of
benefit to the Promoters Directors or Promoters' Group, towards remunerations as decided
by Board of Directors.
Our Company and Promoter 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 Promoter, 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 Promoter, Promoters 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 has not been declared as fugitive economic offenders under the
provisions of Section 12 of the Fugitive Economic Offenders Act, 2018.
We and our Promoter, Group Entities, and Companies promoted by the Promoter confirm
that:
- No material regulatory or disciplinary action has been taken by a stock exchange or
regulatory authority in the past one year against us; and
- 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 "
beginning on Page No. 287 of this Draft Red Herring Prospectus.
Our Promoter has not disassociated himself from any Company or Firm during the
preceding three years.
Our Promoter is not related to any of our Company's directors within the meaning of
Section 2 (77) of the Companies Act, 2013.
In addition to our Promoter named above, the following individuals and entities form a
part of the Promoters' Group: a. Natural persons who are part of our Individual
Promoter Group:
Relationship with Promoter |
Mr. Pankaj Bishwanath Agrawal |
Mrs. Priti Pankaj Agrawal |
| Father |
Late Bishwanath Prasad |
Late Gopal Prasad Agarwal |
| Mother |
Sumitra Devi |
Meena Devi Agrawal |
| Spouse |
Priti Agrawal |
Pankaj Agrawal |
| Brother(s) |
Deepak Agrawal |
Bharat Kumar Sumit Amit Agrawal |
| Sister(s) |
Archana Singhania Sunita Devi Saraf |
Punam Mohanka Neha Agrawal |
| Son(s) |
Pratik Agrawal |
Pratik Agrawal |
| Daughter(s) |
Pranjali Agrawal |
Pranjali Agrawal |
| Father-in-Law |
Late Gopal Prasad Agarwal |
Late Bishwanath Prasad |
| Mother-in-Law |
Meena Devi Agrawal |
Sumitra Devi |
| Brother-in-Law |
Bharat Kumar Sumit Amit Agrawal |
Deepak Agrawal |
| Sister-in-Law |
Punam Mohanka Neha Agrawal |
Archana Singhania Sunita Devi Saraf |
b. Companies related to our Promoter Company: Not Applicable as our Promoters is not
Company.
Nature of Relationship |
Name of Entities |
| Subsidiary or holding company of Promoter Company. |
Not Applicable |
| Any Body corporate in which promoter (Body Corporate) holds 20% or more
of the equity share capital or which holds 20% or more of the equity share capital of the
promoter (Body Corporate). |
Not Applicable |
c. Companies, Proprietary concerns, HUF's related to our Promoters |
|
Nature of Relationship |
Name of Entities |
| Any Body Corporate in which twenty percent or more of the equity share
capital is held by promoters or an immediate relative of the promoters or a firm or HUF in
which promoters or any one or more of his immediate relatives are a member. |
Sociohub Private Limited Fractal Metal Industries LLP Sociocred Private
Limited Beyondedge International Private Limited Dancefit Global Private Limited Stuho
Community Private Limited Glamsham Network Private Limited Dadijee Sales Private Limited |
Nature of Relationship |
Name of Entities |
|
SPD Snacks Industries LLP Pankaj Agrawal and Sons HUF |
| Any Body corporate in which Body Corporate as provided above holds twenty
percent or more of the equity share capital. |
- |
| Any Hindu Undivided Family or Firm in which the aggregate shareholding of
the promoters and his immediate relatives is equal to or more than twenty percent. |
Riddhi Siddhi Enterprises Fractal Fashion Swastik Sales Corporation
Bhagya Laxmi International Global Marketing |
d. Person whose shareholding is aggregated under the heading "Shareholding of the
Promoters Group"
NAME OF ENTITIES / PERSON |
| Mr. Vikas Tekriwal |
For further details on our Group Companies refer Chapter titled "Information
with respect to Group Companies/Entities" beginning on page no. 306 of this
Draft Red Herring Prospectus.
SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY
For details of the shareholding of our Promoters and members of our Promoter Group as
on the date of this Draft Red Herring Prospectus and lock-in of Promoters' shareholding
(including Promoters 'contribution), refer Chapter titled "Capital
Structure" beginning on page no. 68 of this Draft Red Herring Prospectus.
|