Identixweb Ltd

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

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;

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers

B. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company or our Company are debarred from accessing the capital market by SEBI. C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a 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.

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

E. None of Promoters or Directors of our Company are a fugitive economic offender.

F. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.

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

Mr. Priyankkumar Jivrajbhai Savani aged, 34 years is Promoter as well as Chairman and Managing Director of the Company. He holds degree in Bachelor of Computer Application from Bhavnagar University, and degree in Master of Computer Application from Gujarat Technological University. He has experience of more than 7 years in the field of Shopify Application and web development. Originally, he was appointed as Additional Executive Director w.e.f. September 13, 2019, and his designation was changed to Executive Director w.e.f. September 17, 2019. Thereafter, pursuant to approval of Board and Members at their respective meetings held on May 17, 2024 and May 18, 2024, his designation was changed and he was appointed as Chairman and Managing Director of the Company for a period of 5 (five) years w.e.f. May 17, 2024.

Mr. Ankur Jagdishbhai Lakhani aged, 33 years is Promoter as well as Whole Time Director of the Company He holds degree in Bachelor of Computer Application from Bhavnagar University and degree in Master of Computer Application from Gujarat Technological University. He has over 6 years of experience in the field of Information Technology, web and application development. Originally, he was appointed as Additional Executive Director w.e.f. September 13, 2019. Thereafter, pursuant to approval of Board and Members at their respective meetings held on May 17, 2024 and May 18, 2024, respectively, his designation was changed and he was appointed as Whole-Time Director of the Company for a period of 5 (five) years w.e.f. May 17, 2024.

Mrs. Hiral Ankurbhai Lakhani, aged 34 Years is Promoter as well as Non-Executive Director of the Company. She holds Bachelor degree of Arts from Bhavnagar University. She has also done Master of Arts (External) from Maharaja Krishnakumarsinhji Bhavnagar University. She has 3 years of experience in graphic and web design. She also has a background in HR and office administration, with good organizational and problem-solving skills.

She is appointed as Non-Executive Director of the Company with effect from September 30, 2023, liable to retire by rotation.

Mr. Niravkumar Dineshbhai Donda, aged 27 years, is an Independent Director of our Company. He holds degree of Bachelors of Commerce. He is Practicing Chartered Accountant by Profession. He has an experience of 1 year in fields of accounting, business strategy, system & process implementation, finance, audit, corporate laws and taxation etc. Initially, he was appointed as an Additional Independent Director of the Company with effect from May 14, 2024. Thereafter, pursuant to the approval of members in the Extra Ordinary General Meeting held on May 18, 2024, he was regularized and appointed as an Independent Director of the Company for a period of five years w.e.f. May 14, 2024.

Mrs. Archana Madhav Bhayani, aged 30 years, is an Independent Director of our Company. She holds degree of Bachelors of Commerce from Maharaja Krishnakumarsinhji Bhavnagar University. She is Practicing Chartered Accountant. She has overall experience of 3 years in the field of Accountancy & Auditing as well as Taxation field. Initially, she was appointed as an Additional Independent Director of the Company with effect from May 17, 2024. Thereafter, pursuant to the approval of members in the Extra Ordinary General Meeting held on May 18, 2024, she was regularized and appointed as an Independent Director of the Company for a period of five years w.e.f. May 17, 2024.

Excpt as disclosed below, there is no relationship between any of the Directors of our Company as on date of filling of Draft Red Herring Prospectus:

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

None of our directors have entered into any service contracts with our company and no benefits are granted upon their termination from employment other than the statutory benefits provided by our company. However, Executive Directors of our Company are appointed for specific terms 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, are entitled to any benefits upon termination of employment.

Pursuant to a special resolution passed at an Extra Ordinary General Meeting of our Company held on May 18, 2024 and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company are authorized to borrow any sum or sums of money from time to time at its discretion, for the purpose of the business of the Company, from banks, financial institutions, corporates and other body corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose), subject to such aggregate borrowings not exceeding the amount which is Rupees 100.00 Crore (Rupees One hundred crore only).

Our Non-Executive Director and Independent Directors will be entitled to receive sitting fees for attending meetings of the Board and committee meetings pursuant to a resolution passed by the board of directors of our Company dated June 1, 2024 as follows:

Further, our Non-Executive Directors of the Company shall be entitled for reimbursement of expenses incurred by them in connection with attending the Board Meetings, Board Committee Meetings, General Meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out of pocket expenses as permitted under the Companies Act and the SEBI Listing Regulations.

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

All the non-executive directors of the company may be deemed to be interested to the extent of fees, payable to them for attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/or reimbursement of expenses payable to them as per the applicable laws. The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by the issuer company with any company in which they hold directorships or any partnership or proprietorship firm in which they are partners or proprietors as declared in their respective declarations. Executive Directors are interested to the extent of remuneration and rent paid to them for services rendered to the company. Except as stated under "Annexure X -Restated Related Party Transactions" under Chapter titled "Restated Financial

Information" beginning on page 165 of the Draft Red Herring Prospectus, our company has not entered into any contracts, agreements or arrangements during the preceding two years from the date of the Draft Red Herring Prospectus in which our directors are interested directly or indirectly.

In addition to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisions of the SEBI Listing Regulations will be applicable to our Company immediately up on the listing of Equity Shares on the Stock Exchanges. As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, the requirements specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as amended from time to time, are not applicable to our Company, although we require to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and schedules of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavours to comply with the good Corporate Governance and accordingly certain exempted regulations have been compiled by our Company. Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.

Currently our Board is consisting of 5 (Five) Directors on our Board, out of which 2 (Two) are Executive Directors, 1 (One) is Non-Executive Director and 2 (Two) are Independent Directors. Composition of Board of Directors is set forth in the below mentioned table:

Our company has constituted the following Committees of the Board;

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

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

1. Audit Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on June 1, 2024 constituted Audit Committee. The constitution of the Audit Committee is as follows:

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

The Role and Responsibilities of Audit Committee: a) The recommendation for the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company; b) Review and monitor the auditors' independence and performance, and effectiveness of audit process; c) Examination of financial statement and auditors' report thereon including interim financial result before submission to the Board of Directors for approval, particularly with respect to; a. Changes, if any, in accounting policies and practices and reasons for the same, b. Major accounting entries involving estimates based on the exercise of judgment by management, c. Significant adjustments made in the financial statements arising out of audit findings, d. Compliance with listing and other legal requirements relating to financial statements, e. Disclosure of any related party transactions, f. Modified opinion(s) / Qualifications in the draft audit report. d) Approval or any subsequent modification of transactions of the Company with related party, subject following conditions; a. The Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof; b. In case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board; c. In case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee; e) Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus, and making appropriate recommendations to the Board to take up steps in this matter; f) Scrutiny of Inter-corporate loans and investments; g) Reviewing and discussing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; h) To review the functioning of the Whistle Blower mechanism, in case the same is existing; i) Valuation of undertakings or assets of the company, where ever it is necessary; j) Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance of internal auditors, and adequacy of the internal control systems; and k) 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; l) To monitor the end use of fund invested or given by the Company to Subsidiary Companies; and m) Carrying out any other function as assigned by the Board of Directors from time to time. The Audit Committee shall mandatorily review the following information: a) Statement of significant related party transactions (as defined by the audit committee), submitted by management; b) Management letters / letters of internal control weaknesses issued by the statutory auditors; c) Internal audit reports relating to internal control weaknesses; and d) The appointment, removal and terms of remuneration of the Internal Auditor. e) Quarterly / half yearly statement of deviation(s), submitted to stock exchange(s) in terms of Regulation 32(1); f) Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus. The Audit Committee has power; a) To investigate any activity within its terms of reference; b) To seek information from any employees; c) To obtain outside legal or other professional advice; and to secure attendance of outsiders with relevant expertise, if it considers necessary. d) 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. e) To investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the Companies Act, 2013 or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The quorum of Meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting. The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.

2. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on June 1, 2024 constituted Stakeholders Relationship Committee for considering and resolving the grievances of security holders of the Company. The constitution of the Stakeholders Relationship Committee is as follows:

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

Roles and Responsibilities: a) Redressal of all securities holders' and investors' grievances such as complaints related to transfer of shares, including non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of declared dividends, non-receipt of annual reports, etc. and assisting with quarterly reporting of such complaints; b) Giving effect to all transfer/transmission of shares and debentures, dematerialization/ rematerialization of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time; c) Overseeing the performance of the registrars and transfer agents of our Company and to recommend measures for overall improvement in the quality of investor services; and d) Carrying out such other functions as may be specified by the Board from time to time or specified/provided under the Companies Act, 2013 or SEBI Listing Regulations, or by any other regulatory authority.

The quorum of the Stakeholders Relationship Committee shall be one third of total members of the Stakeholders Relationship Committee or Two, whichever is higher, subject to minimum one Independent Director. The Stakeholders Relationship Committee shall meet at least once in a financial year.

3. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on June 1, 2024 constituted Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee is as follows:

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

Roles and Responsibilities: a) To Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees; b) To evaluate the balance of skills, knowledge and experience on the Board for every appointment of an independent director, and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates. c) To formulate criteria for evaluation of performance of independent directors and the board of directors; d) To devise a policy on diversity of board of directors; e) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. f) To determine 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. g) To recommend to the board, all remuneration, in whatever form, payable to senior management. h) any other responsibility as may be assigned by the board from time to time;

The quorum of the Nomination and Remuneration Committee shall be one third of total members of the Nomination and Remuneration Committee or Two, whichever is higher, subject to minimum one Independent Director shall be present at the meeting. The Nomination and Remuneration Committee shall meet at least once in a financial year.

MANAGEMENT ORGANIZATION STRUCTURE

The Management Organization Structure of the company as follows:

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

The Senior Managerial Personnel of our Company are as follows:

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

Except as mentioned below, there are no other changes in the Key Management Personnel other than directors in the last three years preceding the date of filing this Draft Red Herring Prospectus:

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

There is no existing relationship between Key Managerial Personnel and Senior Managerial Personnel of the company as on date of filling Draft Red Herring Prospectus.

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

? All the Key Managerial Personnel & Senior Managerial Personnel mentioned above are on the payrolls of our Company as permanent employees.

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

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

? None of our Key Managerial Personnel & Senior Managerial Personnel has entered into any service contracts with our Company no benefits are granted upon their termination from employment other that statutory benefits provided by our company and further, our Company has appointed certain Key Managerial Personnel & Senior Managerial Personnel i.e. Chief Financial Officer and Company Secretary and Compliance officer for which our company has not executed any formal service contracts; although they are abide by their terms of appointments.

None of the Key Managerial Personnel hold any Equity Shares of our Company as on the date of this Draft Red Herring Prospectus.

None of the Senior Managerial Personnel hold any Equity Shares of our Company as on the date of this Draft Red Herring Prospectus.

Promoters of our Company are

1. Mr. Priyankkumar Jivarajbhai Savani

2. Mr. Ankur Jagdishbhai Lakhani

3. Mrs. Hiral Ankurbhai Lakhani

For details of the Capital build-up of our Promoter in our Company, see chapter titled "Capital Structure" beginning on page no. 55 of this Draft Red Herring Prospectus. The details of our Promoters are as follows:

We declare and confirm that the details of the Permanent Account Numbers, Bank Account Numbers, Passport Numbers, Aadhar Card Numbers and Driving License Numbers of our Promoters are being submitted to the BSE (Stock Exchange) on which the specified securities are proposed to be listed along with filing of this Draft Red Herring Prospectus with the Stock Exchange.

There has been change in control or management of the issuer in last five years.

Further, there has been no change in control or management of the issuer in the last one year.

Except as stated in "Annexure X Related Party Transactions" under section titled "Restated Financial Information" beginning on Page No. 165 of this Draft Red Herring Prospectus and to the extent of compensation, remuneration/sitting fees to be paid, Perquisites to be given, payment of lease rent, reimbursement of expenses to be made in accordance with their respective terms of appointment, Rent Agreement(s) and to the extent of their shareholding and benefits, if any, arise on the shareholding, our Promoters do not have any other interest in our business.

Further, our Promoters may be deemed to be interested to the extent of the payments made by our Company, if any, to the Group Entities. For the payments that are made by our Company to certain Group entities, please refer

"Annexure X Related Party Transactions" under section titled "Restated Financial Information" beginning on Page No. 165 of this Draft Red Herring Prospectus.

Except as disclosed in "Business Overview" under section titled "Details of Immovable Property" beginning on Page No. 165, our Promoters, Directors or Group Companies do not have any interest in any property acquired by our Company in the preceding three years before filing this Draft Red Herring Prospectus. Further, they do not have any interest in any property to be acquired by our Company till the date of this Draft Red Herring Prospectus.

Except as otherwise stated in this Draft Red Herring Prospectus, we have not entered into any contract, agreements or arrangements during the preceding three years from the date of this Draft Red Herring Prospectus in which Promoters is directly or indirectly interested.

Except as stated in the section "Annexure X Related Party Transactions" under section titled "Restated Financial Information" beginning on Page No. 165 of this Draft Red Herring Prospectus, there has been no payment of benefits made to our Promoters in the two years preceding the date of filing of this Draft Red Herring Prospectus. Further, our Company may enter into transaction with or make payment of benefit to the Promoters, Directors or Promoters' Group, towards remunerations as decided by Board of Directors.

Our Company and Promoters confirmed that they have not been declared as wilful defaulters or Fraudulent Borrowers or by the RBI or by any other government authority and there are no violations of securities laws committed by them in the past or are currently pending against them or restraining period are continued. Further, our Promoters, Promoters' Group or Directors have not been directly or indirectly, debarred from accessing the capital market or have not been restrained by any regulatory authority, directly or indirectly from acquiring the securities. Additionally, our Promoters, Promoters' Group or Directors do not have direct or indirect relation with the companies, its Promoters and Whole Time Director, which are compulsorily delisted by any recognized stock exchange or the companies which is debarred from accessing the capital market by the Board. Also, our Promoters or Directors are not a fugitive economic offender. We and our Promoters, Group Entities and Companies promoted by the Promoters confirm that:

No material regulatory or disciplinary action has been taken by a stock exchange or regulatory authority in the past one year against us;

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

The details of outstanding litigation including its nature and status are disclosed in the section titled "Outstanding Litigation and Material Developments" beginning on Page No. 178 of this Draft Red Herring Prospectus.

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

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.

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

For further details on our Group Companies, please refer Chapter titled "Information with respect to Group Companies" beginning on Page No. 187 of this Draft Red Herring Prospectus.