In accordance with our Articles of Association, unless otherwise determined in a
general meeting of the Company and subject to the provisions of the Companies Act, 2013
and other applicable rules, the number of Directors of the Company shall not be less than
three (3) and not more than fifteen (15). As on the date of the Draft Red Herring
Prospectus our Board has (5) Directors, out of which (1) is Managing Director, (1) is
Executive Director, and (1) Director is women Director and (3) are Non-Executive
Independent Director.
The following table sets forth details regarding our Board of Directors as on the date
of the Draft Red Herring Prospectus.:
Name, DIN, Date of Birth, Designation, Address, Occupation, Current
Term, Period of Directorship and Nationality |
Age |
Other Directorships |
Name: Nitin Tiwari |
53 years |
Indian Companies: |
DIN: 00852402 |
|
|
Date of Birth: June 17, 1972 |
|
Public Company: Nil |
Designation: Managing Director |
|
|
Address: 2001 BLDG 3 20th FLR Raheja Classique CHS L, Link |
|
Private Company: Nil |
| Road, Mumbai, Andheri, Maharastra-400053 |
|
|
Occupation: Business |
|
LLP: Nil |
Current Term: Re-Appointed as Managing Director for a period of |
|
|
| Five (5) years with effect from January 19, 2026 |
|
|
Period of Directorship: Director Since Incorporation |
|
|
Nationality: Indian |
|
|
Name: Ruchi Tiwari |
46 years |
Indian Companies: |
DIN: 00852457 |
|
|
Date of Birth: September 09, 1979 |
|
Public Company: Nil |
Designation: Executive Director |
|
|
Address: 2001 BLDG 3 20th FLR Raheja Classique CHS L, Link |
|
Private Company: Nil |
| Road, Mumbai, Andheri, Maharashtra-400053 |
|
|
Occupation: Business |
|
LLP: Nil |
Current Term: Liable to be Retire by Rotation. |
|
|
Period of Directorship: Director since incorporation |
|
|
Nationality: Indian |
|
|
Name: Alok Tripathi |
34 years |
Indian Companies |
DIN: 11212906 |
|
|
Date of Birth: July 07, 1991 |
|
Public Company: Nil |
Designation: Non-Executive Independent Director |
|
|
Address 473/4 Adarsh Nagar, Unnao, Uttar Pradesh 209801 |
|
Private Company: Nil |
Occupation: Professional |
|
|
Current Term: For a Period of Five (5) Consecutive Years from |
|
LLP: Nil |
| August 13, 2025 |
|
|
Period of Directorship: Director Since August 13, 2025 |
|
|
Nationality: Indian |
|
|
Name: Imran Mohammad |
41 years |
Indian Companies |
DIN: 11214183 |
|
|
Date of Birth: June 26, 1984 |
|
Public Company: Nil |
Designation: Non-Executive Independent Director |
|
|
Address 105/591, Flat No. 1 and 2 Chaman Ganj, new haleem
market |
|
Private Company: Nil |
| kanpur, Fahimabad, Uttar Pradesh 208001 |
|
|
Occupation: Business |
|
LLP: Nil |
Current term: For a Period of Five (5) Consecutive Years from |
|
|
| August 13, 2025 |
|
|
Period of Directorship: Director Since August 13, 2025 |
|
|
Nationality: Indian |
|
|
Name: Gofran Ahmad Khan |
60 years |
Indian Companies: |
DIN: 11404914 |
|
|
Date of Birth: June 03, 1965 |
|
Public Company: Nil |
Designation: Non-Executive Independent Director |
|
|
Address: 12A-5, Defence Colony, Gaushala, Jajmau, Shiwans, |
|
Private Company: Nil |
| Tenray, Kanpur Nagar, Uttar Pradesh- 208010 |
|
|
Occupation: Professional |
|
LLP: Nil |
Current Term: For a Period of Five (5) Consecutive Years from |
|
|
| January 19, 2026 |
|
|
Period of Directorship: Director Since January 19, 2026 |
|
|
Nationality: Indian |
|
|
BRIEF PROFILES OF OUR DIRECTORS:
Nitin Tiwari, Managing Director
Nitin Tiwari, aged 53 years, is the Promoter and Managing Director of our Company.
He holds a Bachelor's degree in Engineering
(Electronics & Telecommunication) from Jiwaji University, Gwalior obtained in the
year 1994. He has over 30 years of experience in the leather and safety footwear industry.
He commenced his entrepreneurial journey in 1994 with the establishment of M/s ACME Fabrik
Co., a partnership firm engaged in the manufacturing of safety footwear. In 2016, the firm
was converted into ACME Universal Safezone 9 Private Limited (thereafter converted into a
public limited company), continuing its focus on the manufacturing of safety footwear,
thereby marking his long-term commitment to the industry.
Nitin Tiwari was conferred with the Emerging Entrepreneur - Make in India Award
presented by Smt. Nirmala Sitharaman (then Hon'ble Minister of Commerce and Industry) in
the year 2016. He has also been featured in The Dollar Business magazine (2017) for
excellence in exports and innovation, and in Mint newspaper (2017) for his contributions
towards industrial safety and manufacturing excellence.
He is responsible for formulating and overseeing the Company's strategies and policies,
supervising overall business operations with direct oversight in the production activities
ensuring efficient execution across departments. He has been re-appointed serving as the
Managing Director of the Company as on January 19, 2026 and has been associated with the
Company since its incorporation.
Ruchi Tiwari, Executive Women Director
Ruchi Tiwari, aged 46 years, is the Promoter and Director of our Company. She has
done her Higher Secondary Education. She has over 20 years of experience in manufacturing
Industry (Particularly in leather and safety footwear), business administration and
organizational management. She plays an important role in the Company Strategic planning,
policy formation and operational oversight. She contributes towards strengthening
corporate governance practices and improving operational efficiency of the Company. As a
director she provides guidance on organizational development and supports the management
in achieving sustainable growth and maintaining quality standards. She has been associated
with the Company as director since Inception.
Alok Tripathi, Non-Executive Independent Director
Alok Tripathi, aged 34 years is the Non-Executive Independent director of the
company. He holds Master degree in commerce from Chhatrapati Shahu Ji Maharaj University
Kanpur obtained in the year 2012. He is also a member of the Institute of Chartered
Accountants of India (ICAI). He is presently employed as Manager Finance & Taxation at
Superhouse Limited, where he has gained over 7 years of professional experience in finance
and taxation. He has been appointed as an Independent director on the board of the company
effective from August 13, 2025.
Imran Mohammad, Non-Executive Independent Director
Imran Mohammad aged 41 years is the Non-Executive Independent director of the
company. He holds Bachelor degree in commerce from Chhatrapati Shahu Ji Maharaj University
Kanpur obtained in the year 2006. He also holds a certificate in European
& Western Saddle Manufacturing course awarded by International Institute of
Saddlery Technology and Export Management Leather Technology Park, Banthar, Unnao. With
over 15 years of entrepreneurial experience as Managing Partner of Alia Impex (Footwear
Division) and has lead overall operations of business of Alia Industries (as a
Proprietor), he brings valuable industry and business expertise to the Board. He has been
appointed as an Independent director on the board of the company effective from August 13,
2025.
Gofran Ahmad Khan, Non-Executive Independent Director
165
Gofran Ahmad Khan, aged 60 years, is the Non-Executive Independent Director of the
Company. He holds a Bachelor of Science degree from PPN Degree College, Kanpur. He has an
experience of three decades in the leather manufacturing and trading industry. He is
presently associated with Superior International (formerly Superior LC), Kanpur, where he
leads manufacturing, sourcing, and supply operations. He has been appointed as an
Independent Director on the board of the company effective from January 19, 2026.
AS ON THE DATE OF THE DRAFT RED HERRING PROSPECTUS
1. None of the above-mentioned Directors are on the RBI List of Wilful Defaulters or
Fraudulent Borrowers.
2. Neither Promoters nor 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.
3. None of the Promoters, Directors or persons in control of our Company, has been or
is involved as promoters, 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.
4. None of our Directors are/were director of any company whose shares were delisted
from any stock exchange(s) during his/her tenure.
5. None of Promoters or Directors of our Company are a fugitive economic offender.
6. 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.
7. In respect of the track record of the directors, there have been no criminal cases
filed or investigations being undertaken with regard to alleged commission of any offence
by any of our directors and none of our directors have been charge- sheeted with serious
crimes like murder, rape, forgery, economic offence.
DETAILS OF DIRECTORSHIP(S) IN LISTED COMPANIES WHOSE SHARES HAVE BEEN/WERE SUSPENDED
FROM BEING TRADED ON ANY OF THE STOCK EXCHANGES, DURING HIS/HER TENURE:
None of our Directors is or was a director of any listed company, whose shares have
been or were suspended from being traded on any Stock Exchanges, in the last five years
prior to the date of the Draft Red Herring Prospectus, during the term of their
directorship in such company.
Further, none of our directors is or was, a director of any listed company, which has
been or was delisted from any Stock Exchange during the term of their directorship in such
company.
RELATIONSHIP BETWEEN ANY OF THE DIRECTORS OR ANY OF THE DIRECTORS AND KEY MANAGERIAL
PERSONNEL OR SENIOR MANAGEMENT:
Except as stated below, none of the Directors of the Company are related to each other
as per Section 2(77) of the Companies Act, 2013:
S. No Name of Director/ Key Managerial Personnel/ Senior Management |
Nature of Relationship |
| 1. Nitin Tiwari |
Spouse of Ruchi Tiwari |
| 2. Ruchi Tiwari |
Spouse of Nitin Tiwari |
ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS:
None of our Key Managerial Personnel, Senior Management or Directors have been
appointed pursuant to any arrangement or understanding with our major shareholders,
customers, suppliers or others pursuant to which any of the directors was selected as a
director or member of senior management. We confirm that there is no conflict of interest
between the suppliers of raw materials and third-party service providers (crucial for
operations of our Company) and our Company, Key Managerial Personnel, Directors and Senior
Management.
SERVICE CONTRACTS ENTERED INTO BY THE DIRECTORS:
Our Company has entered into agreements dated January 19, 2026 with Nitin Tiwari,
Managing Director for a period of 5 Years. The agreement provides for certain benefits
upon completion of tenure/termination, including gratuity, leave encashment, and provident
fund contributions. Except as stated above, none of our Directors have entered into a
service contract with our Company pursuant to which they are entitled to any benefits upon
termination of their employment.
BORROWING POWERS OF OUR BOARD:
Our Articles of Association, subject to applicable law, authorize our Board to raise or
borrow money or secure the payment of any sum of money for the purposes of our Company.
Pursuant to a resolution passed by our shareholders at their Extra Ordinary General
Meeting held on December 15, 2025 our shareholders have authorized our Board to borrow any
sum of money from time to time notwithstanding that the sum or sums so borrowed together
with the monies, if any, already borrowed by the Company (apart from temporary loans
obtained from the Company's bankers in the ordinary course of business) exceed the paid up
capital and free reserves of the Company provided such amount does not exceed 200 Crore
(Rupees Two Hundred Crore only) over and above the aggregate of the paid up share capital
and free reserves which may have not been set apart for any purpose.
COMPENSATION AND REMUNERATIONS:
Compensation to Managing Director
Nitin Tiwari, Promoter and Managing Director, has been associated with our Company
since the incorporation of the company. He was re-appointed as Managing Director pursuant
to a resolution passed by the Board on January 19, 2026 and a special resolution passed by
the shareholders on January 24, 2026 for a term of five years commencing from January 19,
2026. The table below presents the remuneration payable to managing director duly approved
in accordance with the applicable provisions of the Companies Act 2013:
Particulars |
Remuneration |
| Fixed Salary |
15 Lakh Per month |
| Variable pay |
NIL |
Other Benefits |
-Rent Free accommodation or in case of residence owned by the
director, payment/ reimbursement of monthly society bill; |
|
-Payment/ reimbursement of expenditure of gas, electricity, water,
telephone, furnishing at residence; |
|
-Payment/ reimbursement of medical/ hospital expenses for self and
family members, furnishing, payment of premium on personal accident and health insurance; |
|
-Payment/ reimbursement of expenditure relating to education of children
of director, and |
|
-Such other perquisites as may be approved by the Board or Nomination
and Remuneration Committee of Directors, from time to time; |
|
-Provision of company-maintained car for official use; |
|
-Perquisites shall be valued as per Income Tax Rules. |
Minimum Remuneration |
-In any Financial Year, during the tenure of our Managing Director, if
our Company has no profits or its profits are inadequate, then he will be paid in
accordance with the provisions of Schedule V of the Act. |
|
-He shall be entitled to receive total remuneration including
perquisites, etc., not exceeding the ceiling limits as approved by the Board of Directors
and the members, as minimum remuneration. |
Remuneration to Executive Directors
Ruchi Tiwari, Executive Director has been associated with the Company since
its incorporation and currently serves as an Executive Director. The table below presents
the remuneration payable to Executive Director duly approved in accordance with the
applicable provisions of the Companies Act 2013:
Particulars |
Remuneration |
| Fixed Salary |
6 Lakh Per month |
| Variable pay |
NIL |
| Other Benefits |
- Rent Free accommodation or in case of residence owned by the director,
payment/ reimbursement of monthly society bill; |
|
- Payment/ reimbursement of expenditure of gas, electricity, water,
telephone, furnishing at residence; |
|
- Payment/ reimbursement of medical/ hospital expenses for self and
family members, furnishing, payment of premium on personal accident and health insurance; |
|
- Payment/ reimbursement of expenditure relating to education of children
of director, and |
|
- Such other perquisites as may be approved by the Board or Nomination
and Remuneration Committee of Directors, from time to time; |
|
- Provision of company-maintained car for official use; |
|
- Perquisites shall be valued as per Income Tax Rules. |
| Minimum Remuneration |
- In any Financial Year, during the tenure of our Managing Director, if
our Company has no profits or its profits are inadequate, then he will be paid in
accordance with the provisions of Schedule V of the Act. |
|
- He shall be entitled to receive total remuneration including
perquisites, etc., not exceeding the ceiling limits as approved by the Board of Directors
and the members, as minimum remuneration. |
Sitting fees and commission to Non-Executive Directors and Independent Directors
Our Board appointed Alok Tripathi and Imran Mohammad as an Independent Directors
pursuant to a board resolution dated August 13, 2025 and they were subsequently
regularized by the members pursuant to a Shareholder's resolution dated September 25,
2025. Further, Gofran Ahmad Khan was appointed as an Independent Director pursuant to
board resolution dated January 19, 2026 and was regularized by the members pursuant to a
Shareholder's resolution dated January 24, 2026. Consequently, these Directors are
entitled to receive sitting fees of 25,000/- (Rupees Twenty-Five Thousand Only) per annum
for attending meeting of Board of Directors and the Committees of Board of Directors.
PAYMENT OR BENEFIT TO DIRECTORS OF OUR COMPANY TINGENT AND DEFERRED COMPENSATION
PAYABLE
The details of remuneration paid to the Managing Director and executive Director for
services rendered by them to the Company during the period ended as on March 31, 2025:
Nitin Tiwari:
Particulars |
Remuneration |
| Designation |
Managing Director |
Term |
Has been appointed as Managing director since Incorporation and
reappointed as Managing Director with effect from January 20, 2021 for the period of five
years and further re-appointed as Managing Director with effect from January 19, 2026 for
a period of five (5) years. |
Remuneration paid during the year ended on March 31, 2025 |
1,80,00,000 per annum |
Ruchi Tiwari: |
|
Particulars |
Remuneration |
| Designation |
Executive Director |
Term |
She has been appointed as Executive director since Incorporation and
is liable to be retire by rotation |
Remuneration paid during the year ended on March 31, 2025 |
72,00,000 per annum |
Independent Director
Our Non-Executive Independent Directors were appointed in Fiscal 2026, and accordingly
no sitting fees or commission or remuneration was paid by our Company to our Independent
Directors for Fiscal 2025.
ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS
There is no arrangement or understanding with major shareholders, customers, suppliers
or others, pursuant to which any of our directors have been appointed.
REMUNERATION PAID OR PAYABLE TO OUR DIRECTORS BY OUR SUBSIDIARY
There is no remuneration paid or payable to our directors by any subsidiary, as our
company does not have any subsidiaries
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO THE DIRECTORS:
Our Company as on the date of the Draft Red Herring Prospectus, there is no contingent
or deferred compensation payable to any of our directors.
BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS:
Our Company as on the date of the Draft Red Herring Prospectus does not have any bonus
or profit-sharing plan for our directors.
LOANS TO DIRECTORS
There are no loans that have been availed by the Directors from our Company that are
outstanding as on the date of the Draft Red Herring Prospectus
SHAREHOLDING OF DIRECTORS IN OUR COMPANY:
Except as disclosed below, as on the date of the Draft Red Herring Prospectus, none of
our directors hold any Equity Shares in our Company:
Name of the Director |
No. of Equity Shares |
Percentage of Share Capital (%) |
| Nitin Tiwari |
1,02,23,250 |
72.85% |
| Ruchi Tiwari |
30,60,000 |
21.81% |
* Our Articles of Association do not require our directors to hold any qualification
Equity Shares in the Company.
INTERESTS OF DIRECTORS:
All the Directors may be deemed to be interested to the extent of remuneration and
reimbursement of expenses payable to them under the Articles, and to the extent of
remuneration paid to them for services rendered as an officer or employee of the Company.
For further details, please refer to chapter titled "Our Management" beginning
on page 164 of this Draft Red Herring Prospectus.
Our directors may also be regarded as interested to the extent of their shareholding
and dividend payable thereon, if any, and to the extent of Equity Shares, if any held by
them in our Company or held by their relatives. Further our directors are also interested
to the extent of unsecured loans, if any, given by them to our Company or by their
relatives.
Except as stated otherwise in this Draft Red Herring Prospectus, our Company has not
entered into any Contract, Agreements or Arrangements during the preceding two years from
the date of the Draft Red Herring Prospectus in which the Directors are interested
directly or indirectly and no payments have been made to them in respect of the contracts,
agreements or arrangements which are proposed to be entered into with them.
Except as stated in the chapter titled "Our Management" or the
section titled "Financial information of the Company Annexure
35- Related Party Disclosure" beginning on page 164 and 185
respectively of this Draft Red Herring Prospectus, and except to the extent of
shareholding in our Company, our Directors do not have any other interest in our company.
Except as stated in the chapter titled "Our Promoters"
beginning on page 178 of this Draft Red Herring Prospectus, our Directors do 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 filing, or in any transaction relating to acquisition of land, construction of
buildings, or supply of machinery.
CHANGES IN OUR BOARD IN THE LAST THREE YEARS:
Details of the changes in our Board in the last three years are set forth below:
Name of Director |
Date of Change |
Reason |
| Nitin Tiwari |
January 19, 2026 |
Re-appointed as a Managing Director |
| Satyam Gehlot |
January 19, 2026 |
Resigned under section 168 of the Companies Act, 2013 |
| Gofran Ahmad Khan |
January 19, 2026 |
Appointment as an Additional Director (Independent)^ |
| Vishal Saxena |
January 19, 2026 |
Resigned under section 168 of the Companies Act, 2013 |
| Alok Tripathi |
August 13, 2025 |
Appointment as an Additional Director (Independent)* |
| Imran Mohammad |
August 13, 2025 |
Appointment as an Additional Director (Independent)* |
| Vishal Saxena |
August 13, 2025 |
Appointment as an Additional Director (Independent)* |
*Regularized pursuant to resolution passed by the Shareholders on September 25, 2025 ^
Regularized pursuant to resolution passed by the Shareholders on January 24, 2026
MANAGEMENT ORGANIZATIONAL STRUCTURE
The following chart depicts our Management Organization Structure
CORPORATE GOVERNANCE:
Pursuant to the applicable provision of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 as amended from time to time with respect to corporate governance, will
be applicable to some extent on our Company upon the listing of the Equity Shares with the
Stock Exchange. As on date of the Draft Red Herring Prospectus, as our Company is coming
with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from
time to time, the compliance with corporate governance provisions as specified in
regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to
(i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is
not applicable to our Company, although we require to comply with requirement of the
Companies Act, 2013 and Regulation 23 of SEBI (LODR) wherever applicable.
Our Company stand committed towards the good corporate governance and has complied with
the corporate governance requirement, particularly in relation to appointment of
independent directors including woman director on our Board, and 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.
As on the date of this Draft Red Herring Prospectus, our Board comprises 5 (Five)
Directors (including 1 (one) woman Director), which includes 1 (one) Managing Director, 1
(one) Executive Directors, and 3 (three) Non-Executive Independent Directors. In
compliance with Section 152 of the Companies Act, not less than two thirds of the
Directors (excluding Independent Directors) are liable to retire by rotation.
Our Company undertakes to take all necessary steps to continue to comply with all the
requirements of SEBI Listing Regulations and the Companies Act.
COMMITTEES OF OUR BOARD:
The following committees have been constituted in terms of SEBI (LODR) Regulations,
2015 and the Companies Act, 2013;
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
AUDIT COMMITTEE:
Our Company has formed the Audit Committee vide resolution passed in the meeting of
Board of Directors held on October 28, 2025 as per the applicable provisions of the
Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and the Committee was subsequently reconstituted pursuant
to a resolution passed by the Board of Directors at its meeting held on January 19, 2026.
The Re-constituted Audit Committee comprises following members:
Name of the Director |
Status in Committee |
Nature of Directorship |
| Alok Tripathi |
Chairman |
Non-Executive Independent Director |
| Imran Mohammad |
Member |
Non-Executive Independent Director |
| Gofran Ahmad Khan |
Member |
Non-Executive Independent Director |
The Company Secretary & Compliance Officer of our Company shall act as the
Secretary to the Audit Committee.
Set forth below are the scope, functions and the terms of reference of our Audit
Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18(3)
of SEBI (LODR) Regulation, 2015;
A. Tenure
The Audit Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Audit Committee as
approved by the Board.
B. Quorum and meetings of the Audit Committee
The quorum necessary for a meeting of the Audit Committee shall either be two members
or one third of the members of the Committee, whichever is greater, with at least two
Independent Director. The Audit Committee shall meet at least four times in a financial
year subject to the condition that the gap between two consecutive meetings shall not be
more than one hundred and twenty days.
C. Power of the Committee
The Audit Committee shall have powers, including the following: - to investigate any
activity within its terms of reference; - to seek information from any employee; - to
obtain outside legal or other professional advice;
- to secure attendance of outsiders with relevant expertise, if it considers necessary
as may be prescribed under the Companies Act, 2013 (together with the rules thereunder)
and SEBI Listing Regulations; and
D. Role of the Committee
The Role of Audit Committee shall include the following:
- Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible; - recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity; - approval of payment to statutory auditors for any other
services rendered by the statutory auditors; - reviewing, with the management, the annual
financial statements and auditor's report thereon before submission to the board 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) modified opinion(s) in the draft audit
report; - reviewing, with the management, the quarterly financial statements before
submission to the board for approval; - reviewing, 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 utilisation of proceeds of a [public issue or rights
issue or preferential issue or qualified institutions placement], and making appropriate
recommendations to the board to take up steps in this matter;
- reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
- approval or any subsequent modification of transactions of the listed entity with
related parties; - scrutiny of inter-corporate loans and investments; - valuation of
undertakings or assets of the listed entity, wherever it is necessary; - evaluation of
internal financial controls and risk management systems;
- reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems; - 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; - discussion with internal auditors of any significant
findings and follow up there on; - 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; - discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern; - 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; - to
review the functioning of the whistle blower mechanism; - approval of appointment of chief
financial officer after assessing the qualifications, experience and background, etc. of
the candidate;
- Carrying out any other function as is mentioned in the terms of reference of the
audit committee;
- reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision; - consider and comment on
rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders.
Further, the Audit Committee shall mandatorily review the following:
- Management discussion and analysis of financial condition and results of operations;
- management letters / letters of internal control weaknesses Issued by the statutory
auditors; - internal audit reports relating to internal control weaknesses;
- the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee; and - statement of deviations: 1.
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 (ICDR)
Regulations; C. annual statement of funds utilized for purposes other than those
stated in the Issue document/prospectus/notice in terms of
Regulation 32(7) of the SEBI (ICDR) Regulations.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
Our Company has formed the Stakeholders Relationship Committee as per Section 178 of
the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read
with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board
resolution dated January 31, 2026.
The constituted Stakeholders Relationship Committee comprises of the following members:
Name of the Director |
Status in Committee |
Nature of Directorship |
| Gofran Ahmad Khan |
Chairman |
Non-Executive Independent Director |
| Imran Mohammad |
Member |
Non-Executive Independent Director |
| Alok Tripathi |
Member |
Non-Executive Independent Director |
The Company Secretary & Compliance Officer of our Company shall act as the
Secretary to the Stakeholders' Relationship
Committee.
The Stakeholders Relationship Committee shall oversee all matters pertaining to
investors of our Company. The scope and function of the Stakeholders' Relationship
Committee and its terms of reference shall include the following:
A. Tenure
The Stakeholders Relationship Committee shall continue to be in function as a committee
of the Board until otherwise resolved by the Board, to carry out the functions of the
Stakeholders Relationship Committee as approved by the Board.
B. Meetings of the Stakeholders Relationship Committee
The Stakeholder Relationship Committee shall meet at least once in a financial year and
shall report to the Board on a quarterly basis regarding the status of redressal of
complaints received from the shareholders of the Company.
C. Role of the Committee
The role of the Stakeholders Relationship Committee shall be as under:
-Redressing of shareholder and investor complaints such as non-receipt of declared
dividend, annual report, transfer of Equity Shares and issue of duplicate
/split/consolidated share certificates;
-Monitoring transfers, transmissions, dematerialization, re-materialization, splitting
and consolidation of Equity Shares and other securities issued by our company, including
review of cases for refusal of transfer/transmission of shares and debentures;
-Reference to statutory and regulatory authorities regarding investor grievances;
-To otherwise ensure proper and timely attendance and redressal of investor queries and
grievances;
-And to do all such acts, things or deeds as may be necessary or incidental to the
exercise of the above powers.
NOMINATION AND REMUNERATION COMMITTEE:
Our Company has formed the Nomination and Remuneration Committee as per Section 178 of
the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read
with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board
resolution dated October 28, 2025 and the Committee was subsequently reconstituted
pursuant to a resolution passed by the Board of Directors at its meeting held on January
19, 2026.
The Re-constituted Nomination and Remuneration Committee comprises of the following
members:
Name of the Director |
Status in Committee |
Nature of Directorship |
| Imran Mohammad |
Chairman |
Non-Executive Independent Director |
| Alok Tripathi |
Member |
Non-Executive Independent Director |
| Gofran Ahmad Khan |
Member |
Non-Executive Independent Director |
The Company Secretary & Compliance Officer of our Company shall act as the
Secretary of the Nomination and Remuneration Committee.
The scope and function of the Committee and its terms of reference shall include the
following:
A. Tenure
The Nomination and Remuneration Committee shall continue to be in function as a
committee of the Board until otherwise resolved by the Board.
B. Quorum and meetings of the Nomination and Remuneration Committee
The committee shall meet as and when the need arises, subject to at least once in a
year. The quorum for the meeting shall be one third of the total strength of the committee
or two members, whichever is higher, including at least one independent director in
attendance. The Chairman of the Nomination and Remuneration Committee may be present at
the annual general meeting, to answer the shareholders' queries; however, it shall be up
to the chairman to decide who shall answer the queries.
C. Role of the Committee:
The role of the Nomination and Remuneration Committee shall be as under:
-formulating the criteria for determining qualifications, positive attributes and
independence of a director;
-Recommend to the Board a policy relating to the remuneration of the directors, key
managerial personnel and Senior Management or other employees;
-Formulation of criteria for evaluation of independent director and board;
-Recommendation to the Board, appointment and removal of director, KMP, and Senior
Management;
-To carry out any other functions as mandated by the board from time to time and/or
enforced by any statutory notification, amendment or modification as may be applicable.
-To device a policy on the diversity of the board of directors;
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Our Company has formed the Corporate Social Responsibility Committee in accordance with
the provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 (as amended) vide board resolution
dated August 31, 2019 and the Committee was subsequently reconstituted pursuant to a
resolution passed by the Board of Directors at its meeting held on January 19, 2026. The
Re-constituted CSR Committee comprises of the following members:
Name |
Status in Committee |
Nature of Directorship |
| Nitin Tiwari |
Chairman |
Managing Director |
| Ruchi Tiwari |
Member |
Executive Director |
| Alok Tripathi |
Member |
Non-Executive Independent Director |
The Company Secretary and Chief Financial Officer of the Company shall attend and
participate at the meeting but shall not have the right to vote.
The scope and functions of the corporate social responsibility committee are in
accordance with section 135 of the Companies Act, 2013 and its terms of reference are set
forth below:
-formulate and recommend to the Board, a "Corporate Social Responsibility
Policy" which shall indicate the activities to be undertaken by the Company as
specified in Schedule VII of the Companies Act, 2013, as amended; -recommend the amount of
expenditure to be incurred on the activities referred to in clause (a)of sub-section (3)
of Section 135 of the Companies Act, 2013; -monitor the corporate social responsibility
policy of the Company and its implementation from time to time; -any other matter as the
Corporate Social Responsibility Committee may deem appropriate after approval of the Board
or as may be directed by the Board from time to time and/or as may be required under
applicable law, as and when amended from time to time
The Committee shall consider the permissible CSR activities relating to the following:
1. Eradicating extreme hunger and poverty
2. Promotion of education
3. Promoting gender equality and empowering women
4. Reducing child mortality and improving maternal health
5. Combating human immunodeficiency virus, acquired immune deficiency syndrome, malaria
and other disease
6. Ensuring environmental sustainability
7. Employment enhancing vocational skills
8. Social business projects
9. Contribution to the Prime Minister's National Relief Fund or any other fund set up
by the Central Government or the State
Government for socio-economic development relief and funds for the welfare of the
scheduled casts, the schedules tribes, other backward classes, minorities and women 10.
Such other matters as may be prescribed
COMPLIANCE WITH SME LISTING REGULATIONS
The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will
be applicable to our Company, immediately upon the listing of Equity Shares of our Company
on SME Platform of BSE (BSE SME).
OUR KEY MANAGERIAL PERSONNEL
Brief Profile of KMPs
In addition to our Managing Director, whose details have been provided under paragraph
above titled 'Brief Profile of our Directors', set forth below are the details of
our Key Managerial Personnel as on the date of filing of the Draft Red Herring Prospectus:
Name |
Satyam Gehlot |
Designation |
Chief Financial Officer |
Date of Appointment |
January 19, 2026 |
|
174 |
Age |
50 Years |
Service contracts including termination / |
NA |
retirement benefits |
|
Term of Office |
As per the Company rules |
Expiration of Term |
As per the Company rules |
Qualification |
B. Com, LLB |
Overall Experience |
30 years |
Remuneration paid as on March 31, 2025 |
NIL |
Name |
Priya Darshil Mody |
Designation |
Company Secretary |
Date of Appointment |
January 19, 2026 |
Age |
31 Years |
Service contracts including termination / |
NA |
retirement benefits |
|
Term of Office |
As per the company rules |
Expiration of Term |
As per the company rules |
Qualification |
Company Secretary, BBA, MBA |
Overall Experience |
5 years |
Remuneration paid as on March 31, 2025 |
NIL |
Nitin Tiwari, Managing Director
For details, please refer Brief Profile of Directors mentioned in chapter titled "Our
Management" beginning on page 164 of the Draft Red Herring Prospectus
Satyam Gehlot, Chief Financial Officer
Satyam Gehlot, aged 50 years, is the Chief Financial Officer of the Company and he
holds a Bachelor of Commerce and Bachelor of Laws degree from Jiwaji University, Gwalior.
He has been associated with the organization since 1994 and possesses over 30 years of
experience in finance, accounts, taxation, and statutory compliances. He has played a
pivotal role in the Company's transition from a partnership firm to a private limited
company and subsequently into a public limited company. He oversees financial management,
corporate governance and overall business development of the Organisation. His extensive
knowledge of corporate laws and strong understanding of financial matters significantly
contribute to the Company's growth and compliance framework.
Priya Darshil Mody, Company Secretary and Compliance officer
Priya Mody, aged 31 years, was appointed as the Company Secretary and Compliance
Officer of our Company with effect from January 19, 2026. She is a Qualified Company
Secretary and an Associate Member of the Institute of Company Secretaries of India since
August 2018. She holds a Post Graduate Diploma in Business Administration (Finance) from
Symbiosis Centre for Distance
Learning and a Bachelor's degree in Business Administration from BKIMBA, Ahmedabad
University. She has over 5 Years of post-qualification experience in corporate compliance,
secretarial matters, and regulatory filings. She has worked with practicing company
secretaries' firms and corporates, including Vitrag Engineers Private Limited, Grovalue
Private Limited and Pixon Green Energy Private Limited. She has been actively involved in
handling Companies Act compliances, corporate governance matters, and coordination with
regulatory authorities.
SENIOR MANAGEMENT PERSONNEL (SMP)
In addition to Directors and KMP's whose details have been provided under paragraph
above titled 'Brief Profile of our Directors' and 'Our Key Managerial Personnel', set
forth below are the details of our Senior Management as on the date of filing of the Draft
Red Herring Prospectus
Brief profile of Senior Management
Jeetendra Rajak, aged 35 years, is the Chief Administration Officer of the company.
He holds a Bachelor degree in Commerce from Madhya Pradesh Bhoj (Open) university
completed in the year 2014. With over 16 years of industrial experience, he supervise
administrative systems, compliance-related matters, internal coordination, office
management, and implementation of administrative policies of our company. He has been
serving the company since its incorporation. He received a remuneration of
5.8 lakh from the Company in Financial Year 2025.
Manish Bhardwaj aged 49 years, is the Chief Production and the operations officer
of the company. He holds a Bachelor degree in Commerce from Jiwaji University Gwalior
obtained in the year 1997. He has 27 years of the experience in the production and
operations management. His responsibilities include overseeing production planning,
operational improvements, manpower 175 management, material handling, and ensuring
compliance with quality and statutory norms. He has been associated with the company since
the incorporation of the company. He received a remuneration of 12.9 lakh from the Company
in Financial Year
2025.
Kirti Patel aged 35 years is serving as the Head- Marketing, Sales, Global Branding
& Communication in the company. She holds a Masters's degree in Business
Administration from Savitribai Phule Pune University obtained in the year 2014 and
Bachelor degree in Management studies from University of Mumbai obtained in the year 2012.
With over 7 years of experience, her role in the company pertains to Developing and
implementing marketing and sales strategies, Managing key customer relationships,
enhancing brand visibility, Overseeing sales targets, performance monitoring, and
reporting. She has been serving the organisation from March 26, 2018. She received a
remuneration of 10.89 lakh from the Company in Financial Year 2025.
STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
All Key Managerial Personnel and Senior Management Personnel are permanent employees of
our Company
CHANGES IN OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN THE THREE IMMEDIATELY
PRECEDING YEARS
Except as disclosed below, none of the changes in our Key Managerial Personnel, and
Senior Management in the three immediately preceding years:
Name of KMP and SMP |
Date of change |
Reason for change |
| Priya Darshil Mody |
January 19, 2026 |
Appointment as Company Secretary |
| Satyam Gehlot |
January 19, 2026 |
Appointment as Chief Financial Officer |
| Nitin Tiwari |
January 19, 2026 |
Re-appointment as Managing Director |
EMPLOYEES' STOCK OPTION PLAN
As on date of the Draft Red Herring Prospectus, our Company has not made any employee
stock option plan or purchase schemes for our employees.
INTERESTS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
None of the Key Managerial Personnel or Senior Management of our Company have any
interests in our Company other than to the extent of shareholding in our Company and the
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.
ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS/ CUTOMERS/SUPPLIERS
None of the above mentioned KMP has entered into any kind of arrangement and
understanding with major shareholders, customers and suppliers as on the date of the Draft
Red Herring Prospectus.
COMPENSATION AND BENEFITS TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT INCLUDING
DEFERRED AND CONTINGENT COMPENSATION
None of our KMPs/SMPs has received or is entitled to receive any deferred and
contingent compensation in the financial year ended March 31, 2025
BONUS OR PROFIT-SHARING PLANS FOR OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Our Company does not have any bonus or profit-sharing plan for our Key Managerial
Personnel and Senior Management.
SHAREHOLDING OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN OUR COMPANY
Except as disclosed below, none of our Key Managerial Personnel and Senior Management
hold any Equity Shares.
Name of the KMP/SMP |
No. of Equity Shares |
Percentage of Share Capital (%) |
| Nitin Tiwari |
1,02,23,250 |
72.85% |
ATTRITION RATE OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The Attrition rate of Key Managerial Personnel and Senior Management of our Company is
not higher than the industry attrition rate. 176
EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
Our Company has not granted any option or allotted any Equity shares under any Employee
stock option scheme and Employee stock purchase scheme.
PAYMENT OR BENEFIT TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF OUR COMPANY
Except as disclosed in Draft Red Herring Prospectus, no amounts or benefits in kind
have been paid or given, or are intended to be paid or given, to any of our Company's Key
Managerial Personnel and Senior Management in the two years preceding the date of the
Draft Red Herring Prospectus.
OUR PROMOTERS AND PROMOTER GROUP OUR PROMOTERS The Promoters of our Company are:
S. No. |
Name of the Promoters |
Category |
Number of Equity Shares |
| 1. |
Nitin Tiwari |
Individual Promoter |
1,02,23,250 |
| 2. |
Ruchi Tiwari |
Individual Promoter |
30,60,000 |
|
Total |
|
1,32,83,250 |
For details with respect to build-up of the Promoters Shareholding, please refer to the
Chapter titled "Capital Structure" beginning on page 57 of the Draft Red
Herring Prospectus.
DETAILS OF OUR PROMOTERS |
Nitin Tiwari, aged 53 years, is the Promoter and Managing
Director of our Company. He holds a Bachelor's degree in Engineering (Electronics &
Telecommunication) from Jiwaji University, Gwalior, obtained in the year 1993. He has over
30 years of experience in the leather and safety footwear industry. He commenced his
entrepreneurial journey in 1994 with the establishment of M/s ACME Fabrik Co., a
partnership firm engaged in the manufacturing of safety footwear. In 2016, the firm was
converted into ACME Universal Safezone 9 Limited (initially incorporated as a private
limited company), continuing its focus on the manufacturing of safety footwear, thereby
marking his long-term commitment to the industry. |
|
Nitin Tiwari was conferred with the Emerging Entrepreneur - Make in India
Award presented by Smt. Nirmala Sitharaman (then Hon'ble Minister of Commerce and
Industry) in the year 2016.He has also been featured in The Dollar Business magazine
(2017) for excellence in exports and innovation, and in Mint newspaper (2017) for his
contributions towards industrial safety and manufacturing excellence. |
|
He is responsible for formulating and overseeing the Company's strategies
and policies, supervising overall business operations with direct oversight in the
production activities ensuring efficient execution across departments. He has been
re-appointed as the Managing Director of the Company since January 19,2026 and has been
associated with the Company since its incorporation. |
Name |
Nitin Tiwari |
Date of Birth |
June 17, 1972 |
PAN |
ABDPT2871L |
Age |
53 years |
Educational Qualification |
Bachelor's degree in Engineering (Electronics & Telecommunication). |
Personal Address |
2001 BLDG 3 20th FLR Raheja Classique CHS L, Link Road, Mumbai, Andheri, |
|
Maharasthra-400053 |
Experience |
Over 30 years of experience in the leather and safety footwear industry |
Directorship & Other |
Indian Companies: |
Ventures |
|
|
Public Company: Nil |
|
Private Company: Nil |
|
LLP: Nil |
|
Ruchi Tiwari, aged 46 years, is a Promoter and Director of our
Company. She has done her Higher Secondary education. She has over 20 years of experience
in manufacturing Industry (particularly in leather and safety footwear), business
administration and organizational management. She plays an important role in the Company's
strategic planning, policy formulation and operational oversight. She contributes towards
strengthening corporate governance practices and improving operational efficiency of the
Company. As a director, she provides guidance on organizational development and supports
the management in achieving sustainable growth and maintaining quality standards. She has
been associated with the Company since Inception. |
Name |
Ruchi Tiwari |
Date of Birth |
September 09, 1979 |
PAN |
ADTPT2676H |
Age |
46 years |
Educational Qualification |
Higher Secondary Education |
Personal Address |
2001 BLDG 3 20th FLR Raheja Classique CHS L, Link Road, Mumbai, Andheri, |
|
Maharasthra-400053 |
Experience |
Over 20 years of experience in manufacturing Industry particularly in
leather and safety footwear sector. |
Directorship & Other Ventures |
Indian Companies: |
|
Public Company: Nil |
|
Private Company: Nil |
|
LLP: Nil |
For details pertaining to other ventures of our Promoters, refer chapter titled
"Our Group Companies" beginning on page 183 of the Draft Red Herring
Prospectus.
DECLARATION:
We declare and confirm that the details of the PAN, Bank Account Number(s), Aadhar Card
Number, Driving License Number and Passport Number of our Promoters shall be submitted to
the Stock Exchange i.e. SME Platform of BSE (BSE SME)., where the Equity shares of our
Company are proposed to be listed at the time of filling the Draft Red Herring Prospectus.
CHANGE IN CONTROL OF OUR COMPANY
There has not been any change in the control of our Company in the five years
immediately preceding the date of this Draft Red Herring Prospectus.
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
Our Promoters have adequate experience in line of business, including any proposed line
of business, of our company. For detail in relation of promoters in the business of our
company, please refer to the chapter titled "Our Management" beginning
on page 164 of the Draft Red Herring Prospectus.
RELATIONSHIP OF PROMOTERS WITH OUR DIRECTORS
Except as disclosed herein, none of our Promoter(s) are related to any of our Company's
Directors within the meaning of Section 2 (77) of the Companies Act, 2013.
S. No |
Name of Director |
Name of Promoter |
Nature of Relationship |
| 1. |
Nitin Tiwari |
Ruchi Tiwari |
Spouse of Ruchi Tiwari |
| 2. |
Ruchi Tiwari |
Nitin Tiwari |
Spouse of Nitin Tiwari |
OTHER UNDERTAKING / CONFIRMATIONS
-.
-Our promoters are neither prohibited nor debarred from accessing or operating in the
capital market or restrained from buying, selling or dealing in securities under any order
or direction passed by SEBI or any other authority or
-Our Promoters have confirmed that they have not been identified as wilful defaulters
or fraudulent borrower.
-Refused listing of any of the securities issued by such entity by any stock exchange,
in India or abroad.
-No material regulatory or disciplinary action is taken by any or regulatory authority
in the past one year in respect of our Promoters, Group Company and Company promoted by
the Promoters of our company.
-There are no defaults in respect of payment of interest and principal to the
debenture/ bond/ fixed deposit holders, banks, FIs by our Company, our Promoters, Group
Company and Company promoted by the Promoter during the past three years.
-Our Company or any of our Promoters or Promoter Group or Group Company or Directors
has not been declared as a fugitive economic offender under the provision of section 12 of
the Fugitive Economic Offenders Act, 2018.
-No violations of securities laws have been committed by our Promoters in the past or
are currently pending against them. None of our Promoters are debarred or prohibited from
accessing the capital markets or restrained from buying, selling, or dealing in securities
under any order or directions passed for any reasons by the SEBI or any other authority or
refused listing of any of the securities issued by any such entity by any stock exchange
in India or abroad.
INTERESTS OF OUR PROMOTERS
Interest of our Promoters:
1. Interest in promotion and shareholding of Our Company:
Our Promoters are interested in our Company to the extent that (i) they have promoted
our Company; (ii) of their respective shareholding and the shareholding of their relatives
in our Company (directly or indirectly, as the case may be, including the dividends
payable and any other distributions in respect of their respective shareholding in our
Company); and (iii) involvement in the operations of the Company. For further details of
the interest of our Promoters in our Company, refer chapter titled "Capital
Structure" beginning on page 57, chapter titled "Our
Management" beginning on page 164 and the profiles of our Promoters under
this chapter.
Our Promoters are also interested in our Company to the extent of remuneration and
reimbursement of expenses payable to them in their capacity as Managing Director of our
Company (See chapter titled "Our Management" beginning on page
164). Additionally, our Promoters may be interested in transactions entered into by our
Company with them and with other entities (i) in which our Promoters hold shares; or
(ii)controlled by our Promoters. For further details of interest of our Promoters in our
Company, see
"Restated Financial Statement Note 31-Related Party Transactions" on page 185
-Interest of Promoters in the Property of our Company:
Except as disclosed below, our Promoters do 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 filing of this
Draft Red Herring Prospectus or in any transaction for acquisition of land, construction
of buildings and supply of machinery:
(i) Our Registered Office is situated at Near Twelve Shops Girwai Naka, A. B. Road,
Gwalior, Madhya Pradesh, India, 474001, is currently under the possession and used by our
company pursuant to Rent agreement dated July 01, 2025, executed between our Company and
our Promoter Nitin Tiwari. (ii) Our Factory is situated at 27B/2, Co Operative, Ind.
Estate Dada Nagar, Kanpur, Uttar Pradesh, 208022, is currently under the possession and
use by our company pursuant to Rent agreement date August 25, 2025, executed between our
company and our Promoter Ruchi Tiwari. (iii) Our Corporate office is situated at 1209,
Remi Commercio, Opp. Yash Raj Studios, Off Link Road, Andheri (W), Mumbai
400053, India, is currently under the possession and use by our company pursuant to
Leave & Licence agreement dated July 01, 2025, executed between our company and our
Promoters Nitin Tiwari and Ruchi Tiwari. (iv) Our Factory is situated at 27-B, Co
Operative, Ind. Estate Dada Nagar, Kanpur, Uttar Pradesh, 208022, is currently under the
possession and use by our company pursuant to Rent agreement date December 01, 2025,
executed between our company and our Promoter Nitin Tiwari.
-In Transaction for acquisition of land, constructions, of building and supply of
machinery:
Except as stated in the Draft Red Herring Prospectus, none of our promoters are
interested in any transaction for the acquisition of land, construction of building or
supply of machinery.
-Other Interest in our company:
For transactions in respect of loans and other monetary transactions entered in past
please refer "Note 31" on "Related Party
Transactions" on page 185 forming part of "Financial
Information" of this Draft Red Herring Prospectus.
Further, our promoters may be interested to the extent of personal guarantees given by
them in favour of the Company, for the details of Personal Guarantee given by Promoters
towards Financial facilities of our Company please refer to "Financial
Indebtedness" and "Financial Information" on page
188 and 185 respectively of this Draft Red Herring Prospectus.
OTHER VENTURES OF OUR PROMOTERS
Save and except as disclosed in this section titled "Our Promoters &
Promoter Group" beginning on page 178 and the chapter titled "Our
Management" beginning on page 164 of this Draft Red Herring Prospectus, there
are no other ventures, in which our Promoters have any business interests/ other interests
MATERIAL GUARANTEES
Except as disclosed in section "Financial Information"
on page 185, of the Draft Red Herring Prospectus no Promoters has provided any material
guarantees to third parties with respect to the Equity Shares of our Company as on the
date of the Draft Red Herring Prospectus.
DISASSOCIATION BY PROMOTERS OF OUR COMPANY
Our Promoters have not disassociated themselves from any companies, firms or entities
during the last three years preceding the date of this Draft Red Herring Prospectus.
LITIGATION DETAILS PERTAINING TO OUR PROMOTER:
For details on litigations and disputes pending against the Promoters and defaults made
by the Promoters please refer to the section titled "Outstanding Litigations
and Material Developments" beginning on page 203 of this Draft Red
Herring Prospectus.
RELATED PARTY TRANSACTIONS
For details of related party transactions entered into by our Company, please refer to
"Statement of Related Party Transactions", as Restated
appearing in Note 31 of the section titled "Financial Information"
beginning on page 185 of the Draft Red Herring Prospectus.
PAYMENT OF AMOUNTS OR BENEFITS TO OUR PROMOTERS OR PROMOTER GROUP
Except as disclosed in Section "Financial Information"
on page 185, of the Draft Red Herring Prospectus there has been no payment or benefits by
our Company to our Promoters or any of the members of the Promoter Group during the two
years preceding the date of the Draft Red Herring Prospectus.
OTHER CONFIRMATIONS
As on the date of the Draft Red Herring Prospectus, our Promoters and members of our
Promoter Group have not been prohibited by SEBI or any other regulatory or governmental
authority from accessing capital markets for any reasons. Further, our Promoters were not
and are not promoters or persons in control of any other company that is or has been
debarred from accessing the capital markets under any order or direction made by SEBI or
any other authority. There is no litigation or legal action pending or taken by any
ministry, department of the Government or statutory authority against our Promoters during
the last five (5) years preceding the date of the Draft Red Herring Prospectus, except as
disclosed under chapter titled "Outstanding Litigations and Material Developments"
beginning on page 203 of the Draft Red Herring Prospectus.
Our Promoters and members of our Promoter Group have neither been declared as a wilful
defaulter nor as a fugitive economic offender as defined under the SEBI (ICDR)
Regulations, and there are no violations of securities laws committed by our Promoters in
the past and no proceedings for violation of securities laws are pending against our
Promoters.
INFORMATION OF OUR GROUP COMPANIES
RMATION OF OUR GROUP COMPANIESRMATION OF OUR GROUP COMPANIES
For details related to our group companies please refer "Our Group
Companies" on page 183 of the Draft Red Herring Prospectus
OUR PROMOTER GROUP
Our Promoters Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations
includes the following individuals, body corporates, firms and LLP:
A. Individuals forming part of Promoters Group
Name of the Promoters |
Name of the Immediate relatives |
Relationships |
|
Ruchi Tiwari |
Spouse |
| Nitin Tiwari |
|
|
|
Late Shri Ram Kumar Tiwari |
Father |
Name of the Promoters |
Name of the Immediate relatives |
Relationships |
|
Sushila Tiwari |
Mother |
|
Prashant Tiwari |
Brother |
|
Preeti Mishra, Niti Pande |
Sister |
|
Aryan Tiwari, Rayhan Tiwari |
Son |
|
Shashi Kumar Dixit |
Spouse's Father |
|
Usha Dixit |
Spouse's Mother |
|
Ravi Dixit |
Spouse's Brother |
|
Nitin Tiwari |
Spouse |
|
Shashi Kumar Dixit |
Father |
|
Usha Dixit |
Mother |
|
Ravi Dixit |
Brother |
| Ruchi Tiwari |
Aryan Tiwari, Rayhan Tiwari |
Son |
|
Late Shri Ram Kumar Tiwari |
Spouse's Father |
|
Sushila Tiwari |
Spouse's Mother |
|
Prashant Tiwari |
Spouse Brother |
|
Preeti Mishra, Niti Pande |
Spouse's Sister |
B. Entities forming part of our Promoter Group
As per Regulation 2(1)(pp)(iv) of the SEBI (ICDR) Regulations the following entities
would become the part of our Promoter Group:
Relation |
Name and Details of Entity |
| Any Body Corporate in which twenty percent or more of the equity share
capital is held by promoter or an immediate relative of the promoter or a firm or HUF in
which promoter or any one or more of his immediate relatives are a member. |
1.ACME Protective Solutions Private Limited |
| Any Body corporate in which Body Corporate as provided above holds twenty
percent or more of the equity share capital. |
Nil |
| Any Hindu Undivided Family or Firm in which the |
2. Nitin Tiwari & Sons HUF |
| aggregate shareholding of the promoter and his immediate |
3. Nitin Tiwari (Proprietorship Firm) |
| relatives is equal to or more than twenty percent. |
4. Ruchi Tiwari (Proprietorship Firm) |
C. All persons whose shareholding is aggregated under the heading "shareholding of
the Promoter Group":
None of the other persons forms part of promoter group for the purpose of shareholding
of the Promoter Group under Regulation 2(1) (pp)(v) of SEBI (ICDR) Regulations 2018: Except
Aryan Tiwari
COMMON PURSUITS OF OUR PROMOTERS
The promoter Group entities are having business objects similar to our business.
Further, currently we do not have any non-compete agreement/arrangement with any of our
Group Entities. Such a conflict of interest may have adverse effect on our business and
growth. We shall adopt the necessary procedures and practices as permitted by law to
address any conflict situations, as and when they may arise
|