The Company refilled key posts after a nine-month secretary gap

The Company refilled its two key posts on June 20, 2025, appointing Mohan Mishra as Chief Financial Officer (CFO) and CS Chanchal Khandelwal as company secretary and compliance officer. The CFO succession followed a one-day transition, while Khandelwal’s appointment ended a company secretary vacancy lasting from September 30, 2024 to June 20, 2025.

Why did The Company refill key posts on June 20, 2025?

The Company refilled key posts on June 20, 2025 after the previous CFO ceased a day earlier and the previous company secretary had ceased nearly nine months earlier. Ravishankar Brijikishor Kushvah ceased as CFO on June 19, 2025, and Mishra was appointed the following day. The disclosed record identifies the events as a cessation and an appointment, but does not give a separate reason for Kushvah’s departure.

The Company appointed Khandelwal as company secretary and compliance officer on June 20, 2025, after Himani Goel ceased as company secretary on September 30, 2024. The gap was about eight months and 20 days. The two appointments therefore addressed different timelines: the finance-function change occurred across consecutive dates, while the secretarial role was vacant from September 2024 until June 2025.

The Company identifies Mishra and Khandelwal as key managerial personnel, or KMP, alongside Managing Director Sanjay Gupta and Whole-time Director Sooraj Gupta. The prospectus confirms that all named KMP are permanent employees and that, other than Sanjay Gupta and Sooraj Gupta, they are not directors. This separates the June 2025 finance and secretarial appointments from board membership.

What experience do The Company’s new officers have?

The Company says Mishra has more than 15 years of experience in accounts, taxation, goods and services tax, cash flow and general accounting. He holds a Bachelor of Commerce degree from Kanpur University and a Master of Commerce degree from Agra University. As CFO from June 20, 2025, Mishra heads the accounts department and oversees compliance and day-to-day accounting functions.

Before joining The Company, Mishra was associated with Yugal Air Conditioners and Yugal Trading as branch accounts and human-resources manager, M Square as an accountant, and Bemco Contracting Private Limited as branch accounts and human-resources manager. The prospectus does not state his employment start date apart from his June 20, 2025 CFO appointment. It also says Mishra received no remuneration from The Company in financial year 2024-25 because he was appointed during financial year 2025-26.

The Company says Khandelwal has seven years of post-qualification experience in secretarial, legal and compliance management. She holds a Bachelor of Commerce degree from Delhi University and qualified as a company secretary in 2016 through the Institute of Company Secretaries of India. Her earlier associations included Everenviro Resource Management Private Limited, AJSH & Co. LLP, International Business Advisors and Janmejay Singh Rajput & Associates.

Khandelwal also received no remuneration from The Company in financial year 2024-25 because her June 20, 2025 appointment fell in financial year 2025-26. The Company states that its KMP have no bonus or profit-sharing plan and no contingent or deferred compensation outside remuneration. Those statements describe the disclosed employment and compensation arrangements as of the draft prospectus date.

How does the company secretary role connect to committee oversight?

The Company assigns its company secretary the role of secretary to the Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee. Khandelwal’s June 20, 2025 appointment therefore supplied a named company secretary and compliance officer for all three committees. The prospectus does not state how secretarial duties were handled between Goel’s September 30, 2024 cessation and Khandelwal’s appointment.

The Audit Committee’s terms include oversight of financial reporting, statutory auditor independence, internal financial controls and risk-management systems. The committee also approves the appointment of a CFO after assessing the candidate’s qualifications, experience and background. The prospectus does not disclose a specific Audit Committee meeting, recommendation or resolution relating to Mishra’s June 20, 2025 appointment.

The Nomination and Remuneration Committee was constituted on August 6, 2024 and comprises Tannu Shangle as chairperson, Archana Jain as member and Sanyogita Gupta as member. Its stated responsibilities include identifying qualified management candidates and recommending their appointment or removal to the board. The Stakeholders’ Relationship Committee, also constituted on August 6, 2024, comprises Sanjay Gupta as chairman, Sooraj Gupta as member and Tannu Shangle as member.

The Stakeholders’ Relationship Committee must meet at least once annually and report quarterly to the board on shareholder-complaint redressal. Its responsibilities include transfers, transmissions, dematerialisation and rematerialisation of equity shares. The company secretary’s specified role is therefore connected to financial oversight, management appointment processes and shareholder-facing securities administration, although the prospectus provides no activity measure for the vacancy period.

What Form DIR-12 date errors did The Company disclose?

The Company disclosed three incorrect dates in Form DIR-12 filings involving two appointments and one cessation from July 2024 to September 2024. For Kushvah’s CFO appointment, the form stated August 5, 2024, while The Company says the actual appointment date was July 20, 2024. The July 20 date was approved by a board resolution attached to the form, according to the prospectus.

For Sanjay Gupta’s appointment as managing director, The Company says Form DIR-12 recorded July 20, 2024, while the actual appointment date was July 21, 2024. The associated board resolution was dated July 20, 2024. The discrepancy was one day, compared with the 16-day difference between the recorded and corrected dates for Kushvah’s CFO appointment.

The third error concerned Goel’s cessation as company secretary. Form DIR-12 stated July 20, 2024, but The Company says the correct cessation date was September 30, 2024, supported by a resignation acceptance letter dated September 2, 2024. The corrected September 30 date establishes the nearly nine-month vacancy before Khandelwal’s June 20, 2025 appointment.

The Company directs readers to a risk factor concerning delays and inconsistencies in forms required under Companies Act reporting requirements. The disclosure calls the entries inadvertent or incorrect and identifies the dates it considers correct. It does not quantify any filing delays, disclose regulatory action, or set out a revised filing-control process after the identified inconsistencies.

How concentrated is ownership during The Company’s key-post refresh?

The Company’s promoters, Sanjay Gupta and Sooraj Gupta, together held 38,04,570 equity shares, representing 92.91% of pre-issue paid-up equity share capital as of the draft prospectus date. Sanjay Gupta held 21,76,524 shares, or 53.15%, and Sooraj Gupta held 16,28,046 shares, or 39.76%. The two promoter-directors are the only KMP disclosed as holding shares.

The Company says no KMP other than Sanjay Gupta and Sooraj Gupta had acquired, held or transferred its shares as of the draft prospectus date. It also says no KMP was appointed or selected under an arrangement or understanding with major shareholders, customers, suppliers or others. The June 2025 appointments were therefore disclosed separately from the 92.91% promoter shareholding held by the two promoter-directors.

The Company was incorporated on March 6, 2024 and says there had been no change in control during the two years preceding the draft prospectus date. Its KMP changes include the July 20, 2024 appointments of Goel and Kushvah, the September 30, 2024 cessation of Goel, the June 19, 2025 cessation of Kushvah, and the June 20, 2025 appointments of Mishra and Khandelwal. The disclosed succession record shows changes in finance and secretarial posts while promoter ownership remained concentrated.

Conclusion

The Company’s June 20, 2025 appointments restored both the CFO and company secretary positions, but on different succession schedules. Mishra replaced the previous CFO one day after his cessation, while Khandelwal filled a company secretary vacancy that began on September 30, 2024. The same disclosure also identifies three incorrect Form DIR-12 dates, including the cessation date that determines the secretarial vacancy period.

The next disclosed governance matter to watch is the risk factor on delays and inconsistencies in Companies Act reporting forms. The Company provides corrected dates and cites supporting board resolutions or a resignation acceptance letter, but does not disclose regulatory outcomes, additional corrective action or a revised filing-control process. Future disclosure would be needed to show whether the identified filing inconsistencies led to further action.