OUR MANAGEMENT

As per the 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, our Company is required to have not less than Three (3) Directors and not more than Fifteen (15) Directors. Currently, our Company has Six (6) directors comprising, Two (2) Executive Directors, Two (2) Non-Executive Directors and Two (2) Independent Directors. There is one woman Director on our Board. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of committees thereof.

The present composition of our Board is as follows:

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:

As on the date of the Draft Red Herring Prospectus:

- None of our Directors is or was a director of any listed company during the last five years preceding the date of this Draft Red Herring Prospectus, whose shares have been or were suspended from being traded on the BSE or the NSE, during the term of their directorship in such company; - 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 tenure of their directorship in such company; - None of the above-mentioned Directors are on the RBI list of willful defaulters or fraudulent borrower as on the date of filling of this Draft Red Herring Prospectus; - Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors and person in control of our Company has/ have not been not debarred from accessing the capital market by SEBI or any other Regulatory Authority; - There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one year in respect of Directors and promoters of our company; - None of Promoter or Directors of our Company are a fugitive economic offender as defined in Regulation 2(1)(p) of the SEBI

ICDR Regulations, nor have been declared as a 'fugitive economic offender' under Section 12 of the Fugitive Economic Offenders Act, 2018; - Except as disclosed in chapter titled "Outstanding Litigations and Material Developments" beginning on page 214 of this Draft Red Herring Prospectus, there is no criminal cases filed or being undertaken with regard to alleged commission of any offence by any of our directors which also effected the business of our company and none of directors of our Company have or has been charge-sheeted with serious crimes like murder, rape, forgery, economic offences etc.

Except as given below none of the Directors of the Company are related to each other as per Sec 2(77) of Companies Act, 2013.

We have not entered into any arrangement or understanding with our major shareholders, customers, suppliers or others, pursuant to which any of our directors were selected as Directors or members of the senior management.

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The Directors of our Company have not entered into any service contracts with our company which provides for benefits upon termination of their employment other than the statutory benefits provided by our Company. However, Executive Directors of our Company are appointed for specific term and conditions for which no formal agreements are executed, however their terms and conditions of appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including the Directors and Key Managerial Personnel/Senior Management, are entitled to any benefits upon termination of employment.

Our Company has passed a Special Resolution in the Extra Ordinary General Meeting of the members held on January 17, 2025 authorizing the Board of Directors of the Company under Section 180(1)(c) of the Companies Act, 2013 to borrow from time to time all such money as they may deem necessary for the purpose of business of our Company notwithstanding that money borrowed by the Company together with the monies already borrowed by our Company may exceed the aggregate of the paid up share capital and free reserves provided that the total amount borrowed by the Board of Directors shall not exceed the sum of 100 Crore (Rupees One hundred Crores only).

Nirav Bharatbhai Patel, aged 40 years is Chairman and Managing Director and also the Promoter of our Company. He was appointed on the Board on August 05, 2024 as Director and further designated as Chairman and Managing Director for a period of 5 years w.e.f. January 17, 2025, not liable to be retire by rotation. He was the Designated Partner in Vivekanand Cotspin LLP since incorporation and was actively involved in the affairs of the LLP prior to the conversion. He holds degree of Bachelor of Accounting/ Bachelor of Business (Management) from Central Queensland University and has experience of 15 years in cotton ginning and spinning industry.

Jasmin Visnubhai Patel, aged 33 years is Whole Time Director and Promoter our Company. He was appointed on the Board on November 15, 2024 as an Additional Director and further designated as Whole Time director for a period of 5 years w.e.f. January 17, 2025, liable to be retire by rotation. He holds degree of Bachelor of Engineering (Textile Technology). He has 6 years of rich experience in cotton ginning and spinning industry. He is a dynamic entrepreneur and was actively involved with in the affairs of the Vivekanand Cotspin LLP as a partner since 2015 prior to the conversion into Vivekanand Cotspin Limited. During his tenure he has demonstrated expertise in operational management, quality assurance, and technical innovation to enhance production processes and achieve business objectives. Currently, he oversees the operations of Company, ensuring that the plant runs efficiently and meets the standards of quality and productivity.

Bharatbhai Prahaladbhai Patel, aged 63 years is Non-Executive Director and Promoter our Company. He was appointed on the Board on January 17, 2025 as a Director. He holds degree of Secondary Education. He has 15 years of rich experience in cotton ginning and spinning industry. He was actively involved with in the affairs of the Vivekanand Cotspin LLP as a partner since 2015 prior to the conversion into Vivekanand Cotspin Limited. He has been instrumental in shaping the company's growth, implementing advanced manufacturing processes, and ensuring high standards in cotton production. He possesses expertise in quality production, manpower management, machine processes, and machine-making. Known for solving complex machine issues and ensuring efficient operations, Bharatbhai Patel is committed to driving excellence in every aspect of business operations.

Vishnubhai Prahaladdas Patel, aged 57 years is Non-Executive Director and Promoter our Company. He was appointed on the Board on August 05, 2024 as an Executive Director and resigned from the post of Executive Director on January 17, 2025 and reappointed as a Non-Executive Director on the same day. He was the designated partner in Vivekanand Cotspin LLP since incorporation and was actively involved in the affairs of the LLP prior to the conversion. He holds degree of Secondary Education. He has 15 years of rich experience in cotton ginning and spinning industry. With years of experience in the textile sector, he has been instrumental in driving the company's strategic direction and overseeing its growth in the highly competitive cotton industry.

His expertise lies in quality control, production optimization, and process management, which has enabled Vivekanand Cotspin to maintain high standards in its operations.

Rohit Khandelwal, aged 36 years is Non-Executive and Independent Director of our Company. He was appointed on the Board as Independent Director w.e.f. April 16, 2026 for a period of 5 years and shall not be liable to retire by rotation. He is a commerce graduate and a multi-qualified professional with experience of more than 6 years in finance, valuation, and corporate advisory. He is a Fellow Member of the Institute of Chartered Accountants of India (ICAI), an Associate Member of the Institute of Company Secretaries of India (ICSI), and a Registered Valuer under the Securities or Financial Assets category with the Insolvency and Bankruptcy Board of India (IBBI). He is also a regular speaker at various professional forums for members and students of Chartered Accountants and Company Secretaries. He is currently practicing as a Chartered Accountant and Registered Valuer and serves as a Working Partner at SPARK & Associates Chartered Accountants LLP, where he leads the Corporate Consultancy division. His professional experience combines strong legal expertise and corporate governance knowledge, making him an invaluable asset to the company's board.

Bhavika Sanghani, aged 34 years is Non-Executive and Independent Director of our Company. She was appointed on the Board as Independent Director w.e.f. April 16, 2026 for a period of 5 years and shall not be liable to retire by rotation. She holds a degree of Bachelor of Business Administration (BBA) and Associate Member of the Institute of Company Secretaries of India (ICSI). She has more than 6 years of experience in the secretarial functions and corporate governance. Possesses deep expertise in the Companies Act, 2013, listing regulations and allied legal compliances and agreements. Demonstrated track record of ensuring regulatory compliance while effectively supporting board-level decision-making and governance processes. In her role as an independent director, she is responsible for ensuring that the Company adheres to high standards of corporate governance, transparency, and regulatory compliance. Her contributions include providing unbiased opinions on the company's strategic decisions, risk management policies, and financial oversight.

The compensation payable to our Managing Director and Whole-time Directors will be governed as per the terms of their appointment and shall be subject to the provisions of Sections 2(54), 2(94), 188, 196, 197, 198 and 203 and any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 1956, for the time being in force).

The following compensation has been approved for Managing Director and Whole Time Director:

We have no bonus or profit-sharing plan for our Directors.

The Articles of Association of our Company provides that payment of sitting fees to Directors (other than Managing Director & Whole-Time Directors) for attending a meeting of the Board or a Committee thereof shall be decided by the Board of Directors from time to time within the applicable maximum limits. Our Board of Directors has resolved in their meeting dated April 16, 2026 for payment to all Non-Executive Independent Directors for attending each such meeting of the Board or Committee thereof.

There are no contingent or deferred compensation payable to our Directors which does not form part of his remuneration.

Our Articles of Association do not require our directors to hold any qualification Equity Shares in the Company.

All the Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board of Directors or a Committee thereof as well as to the extent of other 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- "Compensation of our Managing Director a Whole Time Directors" above, under chapter titled

"Our Management" beginning on page 174 of this Draft Red Herring Prospectus.

Our directors may also be regarded as interested to their shareholding and dividend payable thereon, if any, Our Directors are also interested to the extent of Equity Shares, if any held by them in our Company or held by their relatives.

Further our director may also be interested to the extent of unsecured loans, if any, given by them to our Company or by their relatives or by the companies/ firms in which they are interested as Directors/Members/Partners. Further our directors may also be interested to the extent of loans, if any, taken by them or their relatives or taken by the companies/ firms in which they are interested as Directors/Members/Partners.

All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any Company in which they hold Directorships or any partnership firm in which they are partners.

Except as stated in this section "Our Management" or the section titled "Restated Financial Statement - Related Party Transactions" beginning on page 174 and 199 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 business.

Except as disclosed above and in the chapters titled "Business Overview" and "Restated Financial Statements Related Party Transactions" and "History and Corporate Structure" on pages 140, 199 and 170 respectively of this Draft Red Herring Prospectus, our Directors do not have any interest in any property acquired two years prior to the date of this Draft Red Herring Prospectus.

Except as stated in the chapter of "Statement of Financial Indebtedness" of this Draft Red Herring Prospectus beginning on page 202, our company has not availed loans from Directors of our Company as on the date of this Draft Red Herring Prospectus.

Further, Our Directors i.e. Nirav Bharatbhai Patel, Jasmin Visnubhai Patel, Bharatbhai Prahaladbhai Patel and Vishnubhai Prahladdas Patel have provided personal guarantees to secure our existing borrowings from our lenders.

Further, save and except as stated otherwise in "Statement of Related Parties' Transactions" in the chapter titled "Restated Financial Statements" of this Draft Red Herring Prospectus, our directors do not have any other interests in our Company as on the date of this Draft Red Herring Prospectus. Our directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Issue, or any such intermediaries registered with SEBI.

Except as stated under "Restated Related Party Transactions" under Chapter titled "Restated Financial Statements" on page 199 of this Draft Red Herring Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which our directors are interested.

Except as stated above, none of the beneficiaries of loans, advances and sundry debtors are related to the Directors of our Company. No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our directors or to the firms or companies in which they are interested as a member by any person either to induce him to become, or to help him qualify as a Director, or otherwise for services rendered by him or by the firm or Company in which he is interested, in connection with the promotion or formation of our Company.

The following chart depicts our Management Organization Structure:

In addition to the applicable provisions of the Companies Act, 2013, provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and SEBI (ICDR) Regulations, 2018 in respect of corporate governance will be applicable to our Company immediately upon the listing of our Company's Equity Shares on the SME Platform of BSE Limited. The requirements pertaining to constitution of the committees such as the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committees have been complied with.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations and in accordance with the best practices in corporate governance. Our Board functions either as a full board or through various committees constituted to oversee specific operational areas. The executive management provides our Board detailed reports on its performance periodically.

Our Board of Directors consist of Six (6) directors of which two (2) are Independent Directors (as defined under Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Our Company has constituted the following committees:

1. Audit Committee:

Our Company has constituted an Audit Committee ("Audit Committee"), vide Board Resolution dated April 16, 2026 as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing

Regulations, 2015 applicable upon listing of the Company's Equity shares on SME platform of Bombay Stock Exchange Limited, the constituted Audit Committee comprises following members:

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and function of the Audit Committee and its terms of reference shall include the following:

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. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two independent members at each meeting.

C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 as amended and Companies Act, 2013 shall be as under:

1. 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;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

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

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

? 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; ? changes, if any, in accounting policies and practices and reasons for the same; ? major accounting entries involving estimates based on the exercise of judgment by management; ? significant adjustments made in the financial statements arising out of audit findings; ? compliance with listing and other legal requirements relating to financial statements; ? disclosure of any related party transactions; ? modified opinion(s) in the draft audit report;

6. 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 utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. 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; 14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company. 16. Discussing with the 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; 17. 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; 18. 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; 19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board. 20. 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; 21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and; 23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI

Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations; b) Statement of significant related party transactions (as defined by the audit committee), submitted by management; c) Management letters / letters of internal control weaknesses issued by the statutory auditors; d) Internal audit reports relating to internal control weaknesses; and e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. f) Statement of deviations: ? Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). ? Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulations, 2015 as amended vide Resolution dated April 16, 2026. The constituted Stakeholders Relationship Committee comprises the following:

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. 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: The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

C. Terms of Reference: Redressal of shareholders' and investors' complaints, including and in respect of:

? Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized. ? Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

? Review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of improving the system of redressal of Shareholders' /Investors' grievances.

? Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties. ? Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them. ? Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time. ? Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and ? Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Our Company has formed the Nomination and Remuneration Committee as per Regulation 19 of SEBI Listing Regulations, 2015 as amended vide Resolution dated April 16, 2026. The Nomination and Remuneration Committee comprise the following:

The Company Secretary of our Company shall act as a Secretary to 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. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson 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 chairperson to decide who shall answer the queries.

? Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

? Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees; ? Formulation of criteria for evaluation of performance of independent directors and the board of directors; ? Devising a policy on diversity of board of directors; ? Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

? Determine our Company's policy on specific remuneration package for the Managing Director / Executive Director including pension rights; ? Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors; ? Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose. ? Decide the amount of Commission payable to the Whole Time Directors; ? Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and ? To formulate and administer the Employee Stock Option Scheme.

The provisions of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 will be applicable to our Company immediately upon the listing of its Equity Shares on the SME platform of BSE Limited. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing of Equity Shares on stock exchanges.

The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under the overall supervision of the Board.

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be applicable to our Company immediately upon the listing of Equity Shares of our Company on SME Platform of BSE Limited. We shall comply with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on listing of Equity Shares on the SME platform of BSE Limited. The Board of Directors at their meeting held on January 18, 2025 have approved and adopted the policy for determination of materiality and determination of materiality of related party transactions and on dealing with related party transactions.

Our Company is supported by a well-laid team having good exposure to various operational aspects of our line of business. A brief about the Key Managerial Personnel of our Company is given below:

Other than Nirav Bharatbhai Patel, Chairman & Managing Director and Jasmin Visnubhai Patel, Whole-Time Director whose details are provided above, the details of our Key Managerial Personnel of our Company are as follows:

The Senior Management of the Company are as follows:

Irfan Abdulbhai Mansuri, aged 38 Years, is the Chief Financial Officer of our Company. He is the member of The Chartered Accountant of India. He was appointed as Chief Financial Officer of our Company on January 17, 2025. He has experience of 13 years in the field of accounting and finance related work. He is responsible for overseeing all finance-related functions within the company, ensuring effective financial management and reporting. His role encompasses managing financial operations, budgeting, and compliance, contributing to the company's financial stability and strategic planning.

Komal Vijaybhai Chauhan

Komal Vijaybhai Chauhan, aged 31 Years is the Company Secretary and Compliance Officer of our Company. She is a qualified Company Secretary and also holds degree of LL.B. She was appointed as Company Secretary and Compliance Officer of our Company on January 17, 2025. She has experience of 3 years in the field of secretarial and corporate law compliances. She plays a critical role in overseeing the company's corporate governance and ensuring adherence to regulatory requirements. She is responsible for managing all aspects of secretarial compliance and corporate governance, contributing to the company's adherence to legal and regulatory standards.

Anish Koundanya, aged 43 years is the Vice President-Global Markets of our Company. He holds a post graduate diploma in Finance & Marketing and Bachelors of Commerce degree. He was appointed as Vice President-Global Markets of our Company on July 01, 2024. He has experience of around 18 years across the IT and textile industries, also having global exposure and has played a pivotal role in expanding Indian cotton yarn exports to emerging markets. He leads sourcing, marketing, and consulting services for textile raw materials, including raw cotton fiber and cotton yarn. He will be instrumental in driving the Company's raw material sourcing strategy, strengthening global supplier relationships, ensuring quality standards, and expanding international market presence.

None of the KMP of the Company are related to each other as per Sec 2 (77) of Companies Act, 2013.

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

There have been no changes in the Key Managerial Personnel of our Company during the last three years except as stated below:

Nirav Bharatbhai Chairman and Appointed as Chairman and Managing To ensure better 1. Patel Managing Director Director w.e.f. January 17, 2025 Corporate Governance Jasmin Visnubhai Whole Time Appointed as Whole Time Director To ensure better 2.

Patel Director w.e.f. January 17, 2025 Corporate Governance Irfan Abdulbhai Chief Financial Appointed as Chief Financial Officer To ensure better 3. Mansuri Officer w.e.f., January 17, 2025 Corporate Governance Company Secretary Appointed as Company Secretary & To ensure better Komal Vijaybhai

4. & Compliance Compliance Officer w.e.f January 17, Corporate Governance Chauhan Officer 2025

The Promoters of our Company are Nirav Bharatbhai Patel, Jasmin Vishnubhai Patel, Bharatbhai Prahaladbhai Patel, Vishnubhai Prahaladdas Patel, Gautam Bharatkumar Patel, B P Patel Family Trust and V P Patel Family Trust are the promoters of our Company.

As on the date of this Draft Red Herring Prospectus, Our Promoters, collectively holding 1,62,49,784 Equity Shares which constitute 100% of the issued and paid-up Equity Share capital of our Company. For details see "Capital Structure", on page 74 of this Draft Red Herring Prospectus.

2. V P Patel Family Trust

Our Company confirm that the Permanent Account Number, Bank Account Number, Aadhar Card Number, Passport Number and Driving License of the Promoters which are available have been submitted to BSE at the time of filing of Draft Red Herring Prospectus with them.

Save and except as disclosed in this section titled "Body corporates, partnership firms forming part of the Promoter Group" under the chapter titled "Our Promoters & Promoter Group" and the chapter titled "Our Management", on page 188 and 174 of this Draft Red Herring Prospectus, there are no ventures promoted by our Promoters in which they have any business interests/ other interests.

Except as stated in the chapter titled "Our Management" on page 174 of this Draft Red Herring Prospectus, 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.

Our Promoters are interested in the promotion of our Company to the extent (i) that they have promoted our Company; (ii) their shareholding and the shareholding of their relatives in our Company; (iii) the dividends payable thereon; and (iv) any other distributions in respect of their shareholding in our Company. For further details, please refer to the chapter titled "Capital Structure" on page 74.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in which our

Promoters hold shares, or (ii) controlled by our Promoters. For details of the Promoters' shareholding in our Company, see "Capital Structure" on page 74.

Our Promoters have majority shareholdings in the entities form part of our Promoter Group of our Company. For risks relating to the same, please refer to "Risk Factors" at page 19 and "Restated Financial Statements" on page 199.

Except as stated in the section "Business Overview" and "Restated Financial Statements", on pages 140 and 199, respectively, our Promoters do not have any interest in any property acquired by our Company in the three years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to the acquisition of land, construction of building or supply of machinery, other than in the normal course of business.

Our Promoters are not interested as a member of a firm or a company, and no sum has been paid or agreed to be paid to our Promoters or to such firm or company in cash or shares or otherwise by any person either to induce any of our Promoters to become, or qualify them as a directors, or otherwise for services rendered by any of our Promoters or by such firm or company in connection with the promotion or formation of our Company.

The Promoters of our Company are also interested in our Company to the extent of directorship and managerial position held by them and may be deemed to be interested in the remuneration payable to them, where applicable, and the reimbursement of expenses incurred by them in their capacity as the Director. For further details, see "Our Management" on page 174.

For transactions in respect of loans and other monetary transactions entered in past please refer forming part of "Restated Financial Statements" on page 199 of this Draft Red Herring Prospectus.

Further, our Promoters have given personal guarantees respectively, towards financial facilities availed from the Bankers of our Company, therefore, they are interested to the extent of the said guarantees. Further, they have also extended unsecured loans and are therefore also interested in the extent of the said loans. For further information, see "Statement Financial Indebtedness" on page 193 and "Restated Financial Statements" on page 199.

Except as disclosed herein and as stated in "Restated Financial Statements" on page 199 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 this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus.

The remuneration to the Promoters is being paid in accordance with the respective terms of appointment, for further details see

" Our Management" on page 174.

Our promoters have not disassociated themselves from any of the Company, Firms or other entities during the last three years preceding the date of this Draft Red Herring Prospectus.

Our Promoters are experienced in the line of business in which our Company operates. For details in relation to experience of our Promoters in the business of our Company, see "Our Management" and "Our Promoters & Promoters Group" on page 174 and 188, respectively.

Our Promoters have 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.

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" on page 214 of this Draft Red Herring Prospectus.

Our Promoters and members of our Promoter Group have not been declared Willful Defaulters or Fraudulent Borrowers by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters or fraudulent borrowers issued by Reserve Bank of India or any other government authority. Further, there are no violations of securities laws committed by our Promoters and members of the Promoter Group in the past, and no proceedings for violation of securities laws are pending against them.

Our Promoters and members of our Promoter Group have not been prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters are not and have never been promoter, director or person in control of any other company which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters and members of our Promoter Group have not been declared Fugitive Economic Offenders under section 12 of the Fugitive Economic Offender Act, 2018.

Except as mentioned below, none of our Promoters or individuals forming part of our Promoter Group are appearing in the list of directors of struck-off (Voluntary) companies by the ROC or the MCA under Section 248 of the Companies Act.

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 and Company promoted by the promoters during the past three years.

In addition to the Promoters named above, the following natural persons are part of our Promoter Group:

As per Regulation 2(1)(pp) of the SEBI (ICDR) Regulations, 2018, the Natural persons who are part of the Promoter Group (due to their relationship with the Promoters), other than the Promoters, are as follows:

Body corporates, partnership firms forming part of the Promoter Group (other than our Promoter):

Other persons included in Promoters Group:

None of other persons forms part of promoters group for the purpose of shareholding of the Promoters Group under Regulation 2(1)(pp)(v) of SEBI (ICDR) Regulations 2018.

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

Further, pursuant to a resolution of our Board dated April 20, 2026 for the purpose of disclosure in relation to Group companies in connection with the Issue, a company shall be considered material and disclosed as a Group company if such company fulfills both the below mentioned conditions:

a) the companies with which there were related party transactions (in accordance with AS-18), as disclosed in the Restated Financial Statements ("Restated Financial Statements"); and

b) if such company fulfils both the below mentioned conditions:

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

Regulations, 2018; and ii. The Company has entered into one or more transactions with such company in preceding fiscal or audit period as the case may be exceeding 10% of total revenue of the Company as per Restated Financial Statements.

Except as stated below, there are no companies/entities falling under definition of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 which are to be identified as group companies/entities:

1. Ambica Cotseeds Limited;

2. Ambica Cotseeds Pte Limited;

3. Truepay Finance Private Limited (Earlier known as Jain Finscap Private Limited);

DETAILS OF OUR GROUP COMPANIES

In terms of the SEBI ICDR Regulations, the following information based on the audited financial statements, in respect of Group Companies, for the last three years shall be hosted on the website of our Company - www.vcottonexport.com.

- Reserves (excluding revaluation reserve); - Sales; - Profit after tax; - Basic earnings per share; - Diluted earnings per share and; - Net asset value.

1. Ambica Cotseeds Limited:

Ambica Cotseeds Limited, was incorporated on April 28, 2011 under the Companies Act, 1956 pursuant to certificate of incorporation issued by Registrar of Companies, Ahmedabad Gujarat.

2. Ambica Cotseeds PTE Limited:

Ambica Cotseeds PTE Limited, was incorporated on September 12, 2023 under the Companies Act, 1967 (Incorporated in the Republic of Singapore under the Companies Act Cap. 50) pursuant to certificate of incorporation issued by Accounting and Corporate Regulatory Authority.

3. Truepay Finance Private Limited (Earlier known as Jain Finscap Private Limited):

Truepay Finance Private Limited (Earlier known as Jain Finscap Private Limited), was incorporated on June 22, 1995 under the Companies Act, 1956 pursuant to certificate of incorporation issued by Registrar of Companies, Ahmedabad Gujarat.

a) Our Group Companies are not listed on any stock exchange nor the Group Company has made any public and/or rights issue of securities in the preceding three years; b) Our Group Companies are not in defaults in meeting any Statutory/bank/institutional dues and no proceedings have been initiated for economic offences against the Group company; c) Our Group Companies have not been debarred from accessing the capital market for any reasons by the SEBI or any other authorities; d) Our Group Companies have not been identified as a Wilful Defaulter or fraudulent borrower; e) Our Group Companies do not hold any Equity Shares, warrants/convertible securities in our Company as of the date of this Draft Red Herring Prospectus.

LITIGATIONS

Except as disclosed in the chapter titled "Outstanding Litigations and Material developments" on page 214 of this Draft Red Herring Prospectus, there is no other pending litigations against our Group Companies which can have a material impact on our Company.

COMMON PURSUITS

Our Group Companies are engaged in similar line of business as that our Company. As on the date of this Draft Red Herring Prospectus, our company has entered into non-compete agreement with our Group Company for risks relating to the same, please see "Risk Factors" on page 19.

Except as disclosed in the Related Party Transactions in the chapter titled "Restated Financial Statements" on page 199 of this Draft Red Herring Prospectus, there are no other related business transactions between Group Companies and our company.

BUSINESS INTEREST

Except as disclosed in the Related Party Transactions in the chapter titled "Restated Financial Statements" on page 199 of this Draft Red Herring prospectus, our Group Companies do not have any business interest in our company.

Our Group Companies does not have any interest in the promotion of our Company.

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

Our Group Companies are not interested in any transactions for the acquisition of land, construction of building or supply of machinery.

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

i. Prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other authority; or ii. Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.

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

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