Prospectus
Dated: February 14, 2022
Please read Section 26 of The Companies Act, 2013

Fixed Price Issue
Keren 4
sAekennis
<' m

EKENNIS SOFTWARE SERVICE LIMITED
CIN: U72900KA2019PLC122003

 

 

 

 

 

 

 

 

 

Registered Office Corporate Office Contact Person Email and Telephone Website

2nd Floor, Concord Anthuriams, | N.A. Ms. Sonali, info@ekennis.com www.ekennis.com

Neeladri Road No. 49,50,51, Company Secretary | 080 — 4114 5095

Dodathogur Vill, Electronic City, and Compliance

Bangalore — 560 100, Karnataka, Officer

India

THE PROMOTER OF OUR COMPANY IS MS. MANISHA SHARMA
DETAILS OF OFFER TO PUBLIC, PROMOTERS/SELLING SHAREHOLDERS

Type Fresh Issue Size | OFS Size Total Issue Size Eligibility 229(1) / 229(2) & share reservation
among NII & RII

Fresh Issue | 288.00 Lakhs N.A. 288.00 Lakhs The Issue is being made pursuant to Regulation
229(1) of SEBI ICDR Regulations. As the
Company’s post issue face value capital does not
exceed 210.00 Crores.

 

 

 

 

 

OFS: Offer for sale
DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS
NAME NO OF SHARES WACA PER EQUITY SHARE (IN 2)
OFFERRED
N.A.

 

 

 

 

 

 

WACA: Weighted Average Cost of Acquisition

RISKS IN RELATION TO THE FIRST ISSUE ~ This being the first public issue of our Company, there has been no formal market
for the Equity Shares. The face value of the Equity Shares is 210/- each and the Issue Price is 7.2 times of the face value of the Equity
Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in “Basis for Issue
Price” on page 67 of this Prospectus) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares
are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the
Equity Shares will be traded after listing.

 

 

GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless
they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an
investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and
the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and
Exchange Board of India (““SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific
attention of the investors is invited to “Risk Factors” on page 20 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information
with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus
is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein
are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect.
LISTING

The Equity Shares offered through the Prospectus are proposed to be listed on the SME Platform of BSE i.e., BSE SME. Our Company
has received ‘in-principle’ approval from the BSE for using its name in the offer document for the listing of the Equity Shares, pursuant
to letter dated February 04, 2022. For the purpose of the Issue, the Designated Stock Exchange shall be BSE.

LEAD MANAGER TO THE ISSUE

Contact Person

Ms. Kritika Rupda

 

 

 

 

 

 

 

Name and Logo

v
SHRENI

SHARES PVT. LTD.

Email & Telephone
E-mail: shrenishares@gmail.com

 

Telephone: 022 — 2808 8456

 

REGISTRAR TO THE ISSUE
Contact Person

 

Skyline

Name and Logo

Email & Telephone

 

wily

 

 

Mr. Alok Gautam

E-mail: compliances@skylinerta.com

Telephone: 011 — 4045 0193/97

 

 

ISSUE PROGRAMME

 

 

ISSUE OPENS ON: MONDAY, FEBRUARY 21, 2022

 

ISSUE CLOSES ON: THURSDAY, FEBRUARY 24, 2022

 

 
Table of Contents

SECTION I - GENERAL ..

 

DEFINITIONS AND ABBREVIATIONS..

 

PRESENTATION OF FINANCIAL INDUSTRY AND MARKET DATA ..

 

FORWARD LOOKING STATEMENTS,

 

SECTION II - SUMMARY OF OFFER DOCUMENT.

 

SECTION III - RISK FACTORS...

 

SECTION IV - INTRODUCTION ...

 

THE ISSUE...

 

SUMMARY OF FINANCIAL INFORMATION...

 

GENERAL INFORMATION...

 

CAPITAL STRUCTURE...

 

SECTION V - PARTICULARS OF THE ISSUE

 

OBECTS OF THE ISSUE.

 

BASIS FOR ISSUE PRICE...

 

STATEMENT OF POSSIBLE TAX BENEFITS...

 

SECTION VI - ABOUT THE COMPANY

 

INDUSTRY OVERVIEW.

 

OUR BUSINESS...

 

KEY INDUSTRY REGULATIONS AND POLICIES

 

HISTORY AND CERTAIN CORPORATE MATTERS

 

OUR MANAGEMENT...

 

OUR PROMOTER AND PROMOTER GROUP...

 

OUR GROUP COMPANY...

 

DIVIDEND POLICY .

 

SECTION VII - FINANCIAL INFORMATION.
RESTATED FINANCIAL STATEMENTS.

 

 

OTHER FINANCIAL INFORMATION...

 

CAPITALISATION STATEMENT...

 

FINANCIAL INDEBTEDNESS .

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SECTION VIII - LEGAL AND OTHER INFORMATION ..

 

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS...

 

GOVERNMENT AND OTHER STATUTORY APPROVALS

 

OTHER REGULATORY AND STATUTORY DISCLOSURES

 

SECTION IX - ISSUE INFORMATION ...
TERMS OF THE ISSUE.

 

 

ISSUE STRUCTURE.

 

ISSUE PROCEDURE.

 

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..

 

SECTION X - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

  

SECTION XI - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..

 

DECLARATION ..

 
Prospectus

Dated: February 14, 2022
Please read Section 26 of The Companies Act, 2013

 

EKENNIS SOFTWARE SERVICE LIMITED
Our company was originally incorporated as a One Person Company under the name “Ekennis Software Service (OPC) Private Limited” under the provisions of
the Companies Act, 2013 and certificate of incorporation was issued by the Registrar of Companies, Central Registration Centre, Manesar on February 28, 2019.
The status of our Company was changed to public limited and the name of our Company was changed to “Ekennis Software Service Limited” vide Special Resolution
passed by the shareholders at the Annual General Meeting of our Company held on November 05, 2021. The fresh certificate of incorporation consequent to
conversion was issued on January 04, 2022 by the Registrar of Companies, Bangalore. The Corporate Identification Number of our Company is
U72900KA2019PLC122003. For further details on incorporation and registered office of our Company, see “History and Certain Corporate Matters” beginning

Fixed Price Issue

on page 116 of this Prospectus.
Registered Office: 2" Floor, Concord Anthuriams, Neeladri Road No. 49,50,51, Dodathogur Vill, Electronic City,
Bangalore — 560 100, Karnataka, India; Tel: 080 — 4114 5095; E-mail: info@ekennis.com; Website: www.ekennis.com
Contact Person: Ms. Sonali, Company Secretary and Compliance Officer

 

 

 

OUR PROMOTER: MS. MANISHA SHARMA

 

INITIAL PUBLIC OFFERING OF 4,00,000 EQUITY SHARES OF FACE VALUE OF 210/- EACH (“EQUITY SHARES”) OF EKENNIS SOFTWARE
SERVICE LIMITED (“EKENNIS” OR “OUR COMPANY” OR “THE ISSUER”) FOR CASH AT A PRICE OF 272/- PER EQUITY SHARE
(INCLUDING A PREMIUM OF 262/- PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO 2288.00 LAKHS (“THE ISSUE”) OF WHICH
22,400 EQUITY SHARES AGGREGATING TO 216.13 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET
MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION LE. ISSUE OF 3,77,600 EQUITY
SHARES OF FACE VALUE OF 2 10/- EACH AT AN ISSUE PRICE OF 272/- PER EQUITY SHARE AGGREGATING TO @ 271.87 LAKHS (“NET
ISSUE”). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 28.57% AND 26.97% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL
OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO CHAPTER TITLED “TERMS OF THE ISSUE” BEGINNING ON PAGE 168 OF
THIS PROSPECTUS.

 

THE FACE VALUE OF THE EQUITY SHARES IS %10/- EACH AND THE ISSUE PRICE IS 7.2 TIMES OF THE FACE VALUE

 

In terms of Rule 19(2)(b)(i) of the SCRR this Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. This Issue
is being made through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein
a minimum 50% of the Net Issue is allocated for Retail Individual Investors and the balance shall be offered to individual applicants other than Retail
Individual Investors and other investors including corporate bodies or institutions, QIBs and Non-Institutional Investors. However, if the aggregate demand
from the Retail Individual Investors is less than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the
remaining investors including QIBs and NIls and vice-versa subject to valid applications being received from them at or above the Issue Price. Additionally,
if the Retail Individual Investors category is entitled to more than 50% on proportionate basis, the Retail Individual Investors shall be allocated that higher
percentage. All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process including
through UPI mode (as applicable) by providing details of the respective bank accounts and / or UPI IDs, in case of RIls, if applicable, which will be blocked
by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to “Issue Procedure” beginning on page
175 of this Prospectus. A copy will be filed with the Registrar of Companies as required under Section 26 of the Companies Act, 2013.

 

RISK IN RELATION TO THE FIRST ISSUE

 

This being the first public issue of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares of
our Company is 210/- each and the Issue Price is 7.2 times of face value per Equity Share. The Issue Price (has been determined and justified by our Company
in consultation with the Lead Manager, as stated under chapter titled “Basis for Issue Price” beginning on page 67 of this Prospectus should not be taken to
be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading
in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

 

 

GENERAL RISKS.

 

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to
take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an
investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue
have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the
contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 20 of this Prospectus.

 

ISSUER’S ABSOLUTE RESPONSIBILITY

 

‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our
Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects
and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission
of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

 

LISTING

 

The Equity Shares offered through the Prospectus are proposed to be listed on the SME Platform of BSE i.e., BSE SME. Our Company has received ‘in-
principle’ approval from the BSE for using its name in the offer document for the listing of the Equity Shares, pursuant to letter dated February 04, 2022. For
the purpose of the Issue, the Designated Stock Exchange shall be BSE.

 

 

 

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
vr —_
SHRENI
SHARES PVT. LTD. Skyline

 

SHRENI SHARES PRIVATE LIMITED

Office No. 102, 1st Floor, Sea Lord CHS, Ram Nagar,
Borivali (West), Mumbai — 400 092, Maharashtra, India
Telephone: 022 — 2808 8456

E-mail: shrenishares@gmail.com
Investors Grievance e-mail: info@shreni.in

 
 

: Ms. Kritika Rupda
SEBI Registration Number: INM000012759

SKYLINE FINANCIAL SERVICES PRIVATE LIMITED
D - 153A, First Floor, Okhla Industrial Area, Phase - 1,

New Delhi — 110 020, India

Telephone: 011 — 4045 0193/97

E-mail: compliances@skylinerta.com

Investor Grievance e-mail: grievances@skylinerta.com

Website: www.skylinerta.com
Contact Person: Mr. Alok Gautam
SEBI Registration Number: INR000003241

 

ISSUE PROGRAMME

 

 

ISSUE OPENS ON: MONDAY, FEBRUARY 21, 2022

 

ISSUE CLOSES ON: THURSDAY, FEBRUARY 24, 2022

 

 
SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless
otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulations, rules,
guidelines or policies shall be to such legislation, act, regulations, rules, guidelines or policies as amended, supplemented,
or re-enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made
from time to time under that provision.

The words and expressions used in this Prospectus, but not defined herein shall have, to the extent applicable, the meaning
ascribed to such terms under SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act, and the rules
and regulations made thereunder.

Notwithstanding the foregoing, the terms not defined but used in the chapters titled “Statement of Possible Tax Benefits”,
“Restated Financial Statements”, “Outstanding Litigations and Material Developments”, “Key Industry Regulations and
Policies” and section titled “Main Provisions of the Articles of Association” on page 70, 137, 151, 108 and 196 respectively
of this prospectus, shall have the meanings ascribed to such terms in the respective sections.

GENERAL TERMS

 

Term

Description

 

EKENNIS / The Company
/ Our Company / The
Issuer / Ekennis Software
Service Limited

Ekennis Software Service Limited, a company incorporated under the Companies Act,
2013 having its Registered Office at 2"! Floor, Concord Anthuriams, Neeladri Rd No
49,50,51, Dodathogur Vill, Electronic City, Bangalore — 560 100, Karnataka, India

 

We /us / our

Unless the context otherwise indicates or implies, refers to our Company

 

you / your / yours

Prospective Investors in this Issue

 

COMPANY RELATED TE!

RMS

 

Term

Description

 

AoA / Articles / Articles of
Association

The articles of association of our Company, as amended from time to time

 

Audit Committee

The audit committee of our Company, constituted on January 22, 2022 in accordance with
Section 177 of the Companies Act, 2013, as described in “Our Management” beginning
on page 119 of this Prospectus

 

Auditors / — Statutory
Auditors /Peer Reviewed
Auditors:

The statutory auditors of our Company, currently being M/s A Y & Company, Chartered
Accountants, having their office at 404, Fourth Floor, ARG Corporate Park, Ajmer Road,
Gopal Bari, Jaipur — 302 006, Rajasthan, India

 

Bankers to our company

HDEC Bank Limited

 

Board of Directors / Board
/ Directors (s)

The Board of Directors of Ekennis Software Service Limited, including all duly constituted
Committees thereof as the context may refer to

 

Chairman / Chairperson

The Chairman / Chairperson of Board of Directors of our Company being Ms. Manisha
Sharma

 

Chief Financial Officer /
CFO

The Chief Financial Officer of our Company is Mr. Tenneti Viswanadham

 

Company Secretary and
Compliance Officer

The Company Secretary and Compliance officer of our Company is Ms. Sonali

 

Corporate —_ Identification

 

 

Number / CIN U72900KA2019PLC122003

Equity Shares Equity Shares of our Company of Face Value of 210/- each fully paid-up
Equity Shareholders / ayy 2 ‘i

Shareholders Persons / entities holding Equity Share of our Company

 

Executive Directors

Executive Directors are the Managing Director & Whole Time Directors of our Company

 

Group Companies

 

In terms of SEBI ICDR Regulations, the term “Group Companies” includes companies
(other than our Promoter and Subsidiaries) with which there were related party transactions
as disclosed in the Restated Financial Statements as covered under the applicable
accounting standards, any other companies as considered material by our Board, in
accordance with the Materiality Policy and as disclosed in chapter titled “Our Group
Company” beginning on page 135 of this Prospectus

 

 

 
 

Term

Description

 

Independent Director(s)

Independent directors on the Board, and eligible to be appointed as an independent
director under the provisions of Companies Act and SEBI LODR Regulations. For details
of the Independent Directors, please refer to chapter titled “Our Management” beginning
on page 119 of this Prospectus

 

 

 

ISIN International Securities Identification Number. In this case being INEOKCM01010

Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Key Management | ICDR Regulations, together with the Key Managerial Personnel of our Company in terms
Personnel / KMP of Section 2(51) of the Companies Act, 2013 and as disclosed in the chapter titled “Our

Management” beginning on page 119 of this Prospectus

The policy adopted by our Board on January 22, 2022 for identification of Group
Materiality Policy Companies, material outstanding litigation and outstanding dues to material creditors, in

accordance with the disclosure requirements under the SEBI ICDR Regulations

 

Managing Director

The Managing Director of our Company being Ms. Manisha Sharma

 

MOA / Memorandum /

 

Remuneration Committee

Memorandum of | The Memorandum of Association of our Company, as amended from time to time
Association

ae The Nomination and Remuneration Committee of our Company, constituted on January
Nomination and

22, 2022 in accordance with Section 178 of the Companies Act, 2013, the details of which
are provided in “Our Management” beginning on page 119 of this Prospectus

 

Non-Executive Director

A Director not being an Executive Director or is an Independent Director

 

Promoter

The Promoter of our Company is Ms. Manisha Sharma

 

Promoter Group

Such persons, entities and companies constituting our promoter group pursuant to
Regulation 2(1) (pp) of the SEBI ICDR Regulations as disclosed in the Chapter titled “Our
Promoter and Promoter Group” beginning on page 131 of this Prospectus

 

Registered Office

The Registered Office of our Company situated at 24 Floor, Concord Anthuriams,
Neeladri Rd No 49, 50, 51, Dodathogur Vill, Electronic City, Bangalore — 560 100,
Karnataka, India

 

Registrar of Companies /
RoC

Registrar of Companies, Bangalore situated at “E” Wing, 2nd Floor, Kendriya Sadana,
Kormangala, Bangalore — 560 034, Karnataka, India

 

Restated
Statements

Financial

Restated Financial Statements of our Company as at and for the period ended January 15,
2022 and financial years ended on 2021 and 2020 (prepared in accordance with the Indian
GAAP read with Section 133 of the Companies Act, 2013 and restated in accordance with
the SEBI ICDR Regulations) which comprises the restated summary statement of assets &
liabilities, the restated summary statement of profit and loss and restated summary
statement of cash flows along with all the schedules and notes thereto

 

Stakeholders’ Relationship
Committee

The Stakeholders’ Relationship Committee of our Company, constituted on January 22,
2022 in accordance with Section 178 of the Companies Act, 2013, the details of which are
provided in “Our Management” beginning on page 119 of this Prospectus

 

ISSUE RELATED TERMS

 

Term

Description

 

Abridged Prospectus

Abridged Prospectus to be issued under SEBI ICDR Regulations and appended to the
Application Forms

 

Acknowledgement Slip

The slip or document issued by the Designated Intermediary to an Applicant as proof of
registration of the Application Form

 

Allot / Allotment /
Allotted / Allotment of
Equity shares

Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
Issue to the successful applicants, including transfer of the Equity Shares pursuant to the
Issue to the successful applicants

 

A note or advice or intimation of Allotment sent to the Applicants who have been or are to

 

 

Allotment Advice be Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange

Allotment Date Date on which the Allotment is made

Allottees The successful applicant to whom the Equity Shares are being / have been allotted

 

Applicant / Investor

Any prospective investor who makes an application pursuant to the terms of the Prospectus.
All the applicants should make application through ASBA only

 

Application lot

1600 Equity Shares and in multiples thereof

 

Application Amount

 

 

The amount at which the prospective investors shall apply for Equity Shares of our
Company in terms of this Prospectus

 

 
 

Term

Description

 

Application Supported by

An application, whether physical or electronic, used by ASBA Applicant to make an
application authorizing an SCSB to block the Application Amount in the specified Bank
Account maintained with such SCSB and will include applications made by RIIs using the

 

 

Blocked -Airigunt/-ASBA UPI Mechanism, where the Application Amount shall be blocked upon acceptance of UPI
Mandate Request by RIIs using UPI Mechanism
Account maintained with an SCSB which may be blocked by such SCSB or the account of

ASBA Account the RII blocked upon acceptance of UPI Mandate Request by RIlIs using the UPI
Mechanism to the extent of the Application Amount of the Applicant

ASBA Applicant(s) Any prospective investors in the Issue who intend to submit the Application through the

ASBA process

 

ASBA Application = /
Application

An application form, whether physical or electronic, used by ASBA Applicants which will
be considered as the application for Allotment in terms of the Prospectus

 

ASBA Form

An application form (with and without the use of UPI, as may be applicable), whether
physical or electronic, used by the ASBA Applicants and which will be considered as an
application for Allotment in terms of the Prospectus

 

Banker(s) to the Company

Such banks which are disclosed as Banker(s) to our Company in the chapter titled “General
Information” beginning on page 44 of this Prospectus

 

Banker(s) to the Issue

The banks which are Clearing Members and registered with SEBI as Banker to an Issue
with whom the Escrow Agreement is entered and in this case being Kotak Mahindra Bank
Limited

 

Banker(s) to the Issue and
Sponsor Bank Agreement

Agreement dated February 10, 2022, entered into between our Company, Lead Manager,
the Registrar to the Issue, Banker to the Issue and Sponsor Bank for collection of the
Application Amount on the terms and conditions thereof

 

Basis of Allotment

The basis on which the Equity Shares will be Allotted to successful Applicants under the
Issue and which is described in the chapter titled “Issue Procedure” beginning on page 175
of this Prospectus

 

Broker Centres

Broker centres notified by the Stock Exchanges where Applicants can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names
and contact details of the Registered Broker are available on the respective websites of the
Stock Exchange

 

BSE SME

SME Platform of BSE for listing of equity shares offered under Chapter IX of the SEBI
ICDR Regulations

 

CAN / Confirmation of
Allocation Note

The note or advice or intimation sent to each successful Applicant indicating the Equity
Shares which will be Allotted, after approval of Basis of Allotment by the Designated
Stock Exchange

 

Client ID

Client identification number maintained with one of the Depositories in relation to Demat
account

 

Collecting Depository
Participant(s) or CDP(s)

A depository participant as defined under the Depositories Act, 1996, registered with SEBI
and who is eligible to procure Applications at the Designated CDP Locations in terms of
circular No. GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

 

Controlling Branches

Such branches of the SCSBs which coordinate with the Lead Manage, the Registrar to the
Issue and the Stock Exchange and a list of which is available at www.sebi.gov.in or at such
other website as may be prescribed by SEBI from time to time

 

Collection Centres

Centres at which the Designated intermediaries shall accept the Application Forms, being
the Designated SCSB Branch for SCSBs, specified locations for syndicate, broker centre
for registered brokers, designated RTA Locations for RTAs and designated CDP locations
for CDPs

 

Demographic Details

The demographic details of the Applicants such as their Address, PAN, Occupation, Bank
Account details and UPI ID (if applicable)

 

Designated CDP

Locations

Such locations of the CDPs where Applicants can submit the ASBA Forms and in case of
RIIs only ASBA Forms with UPI. The details of such Designated CDP Locations, along
with names and contact details of the Collecting Depository Participants eligible to accept
ASBA Forms are available on the website of the Stock Exchange

 

 

Designated Date

 

The date on which relevant amounts are transferred from the ASBA Accounts to the Public
Issue Account or the Refund Account, as the case may be, and the instructions are issued
to the SCSBs (in case of RIIs using UPI Mechanism, instruction issued through the Sponsor
Bank) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the
Public Issue Account or the Refund Account, as the case may be, in terms of the Prospectus
following which Equity Shares will be Allotted in the Issue

 

 
 

Term

Description

 

Designated Intermediaries
/ Collecting Agent

In relation to ASBA Forms submitted by RIIs authorising an SCSB to block the
Application Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by RIIs where the Application Amount will be
blocked upon acceptance of UPI Mandate Request by such RII using the UPI Mechanism,
Designated Intermediaries shall mean syndicate members, sub-syndicate members,
Registered Brokers, CDPs and RTAs

In relation to ASBA Forms submitted by QIBs and NIBs, Designated Intermediaries shall
mean SCSBs, syndicate members, sub-syndicate members, Registered Brokers, CDPs and
RTAs

 

Designated Market Maker

Shreni Shares Private Limited will act as the Market Maker and has agreed to receive or
deliver the specified securities in the market making process for a period of three years
from the date of listing of our Equity Shares or for a period as may be notified by
amendment to SEBI ICDR Regulations

 

Designated RTA

Locations

Such locations of the RTAs where Applicants can submit the Application Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept Application Forms are available on the websites of the Stock
Exchange

 

Designated SCSB

Branches

Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA Forms
submitted by RIIs where the Application Amount will be blocked upon acceptance of UPI
Mandate Request by such RII using the UPI Mechanism), a list of which is available on
the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes Intermediaries or at
such other website as may be prescribed by SEBI from time to time

 

 

Designated Stock

Exchange

BSE SME

 

Draft Prospectus

The Draft Prospectus dated January 30, 2022 issued in accordance with the SEBI ICDR
Regulations

 

Eligible NRI(s)

NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation
under the Issue and in relation to whom the ASBA Form and the Prospectus will constitute
an invitation to subscribe to or to purchase the Equity Shares and who have opened
dematerialized accounts with SEBI registered qualified depository participants

 

Eligible QFIs

Qualified Foreign Investors from such jurisdictions outside India where it is not unlawful
to make an offer or invitation to participate in the Issue and in relation to whom the
Prospectus constitutes an invitation to subscribe to Equity Shares issued thereby, and who
have opened dematerialized accounts with SEBI registered qualified depository
participants, and are deemed as FPIs under SEBI FP! Regulations

 

First Applicant

Applicant whose name shall be mentioned in the Application Form or the Revision Form
and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary
account held in joint names

 

Foreign Institutional

Investors/ FIT

Foreign Institutional Investor (as defined under SEBI FII Regulations) registered with
SEBI under applicable laws in India

 

Foreign Portfolio Investor
/ FPIs

Foreign Portfolio Investor as defined under the Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2019

 

General Information
Document or GID

The General Information Document for investing in public issues prepared and issued in
accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by
SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated
November 10, 2015, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016 and

(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, circular

(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019 and circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, issued by SEBI. The
General Information Document is available on the websites of the Stock Exchanges and
the LM.

 

 

Issue

 

The Initial Public Issue of 4,00,000 Equity Shares of face value of 10/- each for cash at a
price of %72/- per Equity shares (including premium of %62/- per Equity Share) aggregating
to = 288.00 Lakhs

 

 
 

Term

Description

 

Issue Agreement

The agreement dated January 25, 2022, and addendum to Issue Agreement dated February
07, 2022 entered amongst our Company and the Lead Manager, pursuant to which certain
arrangements are agreed to in relation to the Issue

 

Issue Closing date

The date on which the Issue closes for subscription being February 21, 2022

 

Issue Opening date

The date on which the Issue opens for subscription being February 24, 2022

 

Issue Period

The period between the Issue Opening Date and the Issue Closing Date inclusive of both
days and during which prospective Applicants can submit their applications inclusive of
any revision thereof. Provided however that the applications shall be kept open for a
minimum of three (3) Working Days for all categories of bidders. Our Company, in
consultation with the Lead Manager, may decide to close applications by QIBs one (1) day
prior to the Issue Closing Date which shall also be notified in an advertisement in same
newspapers in which the Issue Opening Date was published

 

Issue Price

The price at which the Equity Shares are being issued by our Company and in consultation
with the Lead Manager under this Prospectus being %72/- per Equity share.

 

Issue Proceeds

The gross proceeds of the Issue which shall be available to our Company, based on the
total number of Equity Shares Allotted at the Issue Price. For further information about use
of the Issue Proceeds, see “Objects of the Issue” beginning on page 61 of this Prospectus

 

LM / Lead Manager

Lead Manager to the Issue, in this case being Shreni Shares Private Limited

 

Unless the context specifies otherwise, this means the Equity Listing Agreement to be

 

Listing Agreement signed between our Company and BSE
The Market lot and Trading lot for the Equity Share is 1,600 and in multiples of 1,600
Lot Size thereafter; subject to a minimum allotment of 1,600 Equity Shares to the successful

applicants,

 

Market Maker Reservation
Portion

The Reserved portion of 22,400 Equity shares of 210/- each at an Issue Price of %72/-
aggregating to 716.13 Lakhs for Designated Market Maker in the Public Issue of our
Company

 

 

Market Making | The Agreement among the Market Maker, the Lead Manager and our Company dated
Agreement January 25, 2022 and addendum to Market Maker Agreement dated February 07, 2022
The mobile applications listed on the website of SEBI at
z =a : a oe - iG
Mobile App(s) https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=4

 

© or such other website as may be updated from time to time, which may be used by RIIs
to submit Applications using the UPI Mechanism

 

Mutual Fund

A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996,
as amended

 

Net Issue

The Net Issue (excluding Market maker portion) of 3,77,600 Equity Shares of 210/- each
at price of %72/- per Equity Shares aggregating to 271.87 Lakhs

 

Net Proceeds

The Issue Proceeds less the Issue related expenses. For further details regarding the use of
the Net Proceeds and the Issue expenses, see “Objects of the Issue” beginning on page 61
of this Prospectus

 

Non - Institutional Investor

All Investors including FPIs that are not Qualified Institutional Buyers or Retail Individual
Investors and who have Applied for Equity Shares for a cumulative amount more than 2
200,000 (but not including NRIs other than Eligible NRIs)

 

Non-Resident / NR

A person resident outside India, as defined under FEMA and includes Eligible NRIs, FIIs
registered with SEBI and FVCIs registered with SEBI

 

OCB / Overseas Corporate
Body

Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation
2 of the Foreign Exchange Management (Withdrawal of General Permission to Overseas
Corporate Bodies (OCB’s) Regulations 2003 and which was in existence on the date of the
commencement of these Regulations and immediately prior to such commencement was
eligible to undertake transactions pursuant to the general permission granted under the
Regulations. OCBs are not allowed to invest in this Issue

 

Person / Persons

Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, Company, partnership, limited liability
Company, joint venture, or trust or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and operates, as the context
requires

 

Prospectus

The Prospectus to be filed with the RoC in accordance with Section 26 of the Companies
Act, 2013 containing, inter alia, the Issue opening and closing dates and other information

 

 

Public Issue Account

 

Account opened with Bankers to the Issue under section 40(3) of the Companies Act, 2013
for the purpose of transfer of monies from the SCSBs from the bank accounts of the ASBA.
Applicants on the Designated Date

 

 
 

 

Term Description
Qualified Institutional | Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers / QIBs Regulations

 

Refund Account

The account to be opened with the Refund Bank, from which refunds, if any, of the whole
or part of the Application Amount to the Applicants shall be made. Refunds through NECS,
NEFT, direct credit, NACH or RTGS, as applicable

 

Refund Bank(s)

The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in this case
being Kotak Mahindra Bank Limited

 

Registered Brokers

Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, other than the Members of the Syndicate eligible to procure Bids in
terms of Circular No. CIR/CFD/14/2012 dated October 04, 2012 issued by SEBI

 

Registrar / Registrar to the
Issue

Registrar to the Issue being Skyline Financial Services Private Limited

 

Registrar Agreement

The agreement dated January 25, 2022 among our Company and the Registrar to the Issue
in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to
the Issue

 

Registrar and Share
Transfer Agents/RTAs

Registrar and Share Transfer Agents registered with SEBI and eligible to procure
Applications at the Designated RTA Locations in terms of circular No.
CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 issued by SEBI

 

Retail Individual Investors
/RIs

Individual Applicants or minors applying through their natural guardians (including HUFs,
in the name of Karta and Eligible NRIs) who apply for the Equity Shares of a value of not
more than %2,00,000 in this Issue

 

Revision Form

Form used by the Applicants to modify the quantity of the Equity Shares or the Applicant
Amount in any of their ASBA Form(s) or any previous Revision Form(s). QIB Applicants
and Non-Institutional Investors are not allowed to withdraw or lower their applications (in
terms of quantity of Equity Shares or the Application Amount) at any stage. Retail
Individual Investors can revise their Application during the Issue Period or withdraw their
Applications until Issue Closing Date

 

Self-Certified
Bank(s) / SCSBs

Syndicate

The banks registered with SEBI, offering services,

in relation to ASBA where the Application Amount will be blocked by authorising an
SCSB, a list of which is available on the website of SEBI at
www-.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=34 — or
such other website as updated from time to time, and

in relation to RIBs using the UPI Mechanism, a list of which is available on the website of
SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or
such other website as updated from time to time.

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
Retail Individual Investors using the UPI Mechanism may apply through the SCSBs and

 

 

 

mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=
40) and

(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=
43 ) respectively, as updated from time to time

 

 

 

Specified Locations

Centres where the Syndicate shall accept ASBA Forms from Applicants and in case of RIIs
only ASBA Forms with UPI

 

A Banker to the Issue which is registered with SEBI and is eligible to act as a Sponsor
Bank in a public issue in terms of applicable SEBI requirements and has been appointed

 

 

 

Sponsor Bank by the Company, in consultation with the LM to act as a conduit between the Stock
Exchanges and NPCI to push the UPI Mandate Request in respect of RIIs as per the UPI
Mechanism, in this case being Kotak Mahindra Bank Limited

Systemically Important Systemically important non-banking financial company as defined under Regulation

Non-Banking’ ‘Finarictal aati) of the SEB ICDR Se atlations pany 5

Company

TRS / Transaction | The slip or document issued by a member of the Syndicate or an SCSB (only on demand),

Registration Slip as the case may be, to the Applicant, as proof of registration of the Application

Underwriters The Underwriters in this case are Shreni Shares Private Limited

 

 

Underwriting Agreement

 

The Agreement among the Underwriters and our Company dated January 25, 2022 and
addendum to Underwriting Agreement dated February 07, 2022

 

 
 

Term

Description

 

Unified
Interface / UPI

Payments

The instant payment system developed by the National Payments Corporation of India

 

UPI Circulars

The bidding mechanism that may be used by an RII to make an Application in the Issue in
accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November
01,2018 read with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3,
2019,SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019 and SEBI
Circular(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 08, 2019, the circular
no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 and any subsequent circulars
or notifications issued by SEBI in this regard

 

UPIID

ID created on Unified Payment Interface (UPI) for single-window mobile payment system
developed by the National Payments Corporation of India (NPCI)

 

UPI Mandate Request

A request (intimating the RII by way of a notification on the UPI application and by way
of a SMS directing the RII to such UPI application) to the RII initiated by the Sponsor
Bank to authorise blocking of funds on the UPI application equivalent to Application
Amount and subsequent debit of funds in case of Allotment. In accordance with SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 da ted July 26, 2019, Retail Individual Investors,
using the UPI Mechanism may apply through the SCSBs and mobile applications whose

names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mid=40 and

(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=
43) respectively, as updated from time to time

 

 

UPI mechanism

The Application mechanism that may be used by an RII to make an Application in the
Issue in accordance the UPI Circulars to make an ASBA Applicant in the Issue

 

UPI PIN

Password to authenticate UPI transaction

 

U.S. Securities Act

U.S. Securities Act of 1933, as amended

 

Working Day

 

Any day, other than the second and fourth Saturdays of each calendar month, Sundays and
public holidays, on which commercial banks in Mumbai are open for business; provided
however, with reference to (i) announcement of Price Band; and (ii) Offer Period,
“Working Day” shall mean any day, excluding all Saturdays, Sundays and public holidays,
on which commercial banks in Mumbai are open for business; and with reference to (iii)
the time period between the Offer Closing Date and the listing of the Equity Shares on the
Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges,
excluding Sundays and bank holidays, as per the SEBI circular number
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, including the UPI
Circulars

 

 

INDUSTRY RELATED TERMS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description

3D Three Dimensional

Al Artificial Intelligence

BCG Boston Consulting Group

BFSI Banking, Financial Services and Insurance

CIL Confederation of Indian Industry

CPG Consumer Packaged Goods

D2cs Delivery to Customer Satisfaction

DRDO Defence Research and Development Organisation

DPIT Department for Promotion of Industry and Internal Trade
E20 Enquiry to Order

EATS Ekennis Application Tracking System

E-mail Electronic Mail

ERP Enterprise Resource Planning

HCI hyper-converged infrastructure

IPAMA Indian Printing Packaging and Allied Machinery Manufacturers’ Association
Gn Gram

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description
GSM Grams per Square Meter
GVA Gross Value Added
GW Gigawatt
HR-internal Human Resources ~ Internal
HR-vendor Human Resources - Vendor
IT Information Technology
IT BM IT Business Management
Kg Kilogram
L Litre
LMS Learning Management Solutions
MI Milliliter
MM Millimetre
MPP Myperfectpack
MSME Micro, Small & Medium Enterprises
NLP/AI/ML Natural Language Processing / Artificial Intelligence / and Machine Learning
02C Order to Cash
Oz Ounce
PPP Purchasing Power Parit
PPUS Pay Per User Staff
PLI Production Linked Incentive
RA Resource Augmentation
REP Request for Proposal
RPO Robotic Process Orchestration
SaaS Software as a service
SEZ Special Economic Zone
SLA Service-Level Agreement
STPI Software Technology Parks of India
Sq ft Square Foot
UI/ UX User Interface (UI)/ User Experience (UX)
UV. Ultraviolet
QMS Quality Management System
YoY Year on Year
CONVENTIONAL TERMS / ABBREVIATIONS
Term Description
Alc Account
ACS Associate Company Secretary
AGM Annual General Meeting
AIF Alternative Investment Fund as defined in and registered with SEBI under the SEBI AIF
Regulations
oF te Accounting, Accounting Standards as issued by the Institute of Chartered Accountants of India
ASBA Applications Supported by Blocked Amount
AY Assessment Year

 

Banking Regulation Act

Banking Regulation Act, 1949

 

BN

Billion

 

 

 

 

 

 

 

BSE BSE Limited

CAGR Compound Annual Growth Rate

CARO Companies (Auditor’s Report) Order, 2016, as amended

Category ‘ ( foreign FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
portfolio investor(s) / Rewulations

Category I FPIs 8

Category ¥ i foreign FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI
portfolio investor(s) / Rasiilations

Category II FPIs 8

Category III foreign sarap arate en a ree

portfolio investor(s) / FPIs who are registered as “Category III foreign portfolio investors” under the SEBI FPI

 

Category III FPIs

Regulations

 

 
 

 

 

 

 

 

 

 

 

Term Description

CDSL Central Depository Services (India) Limited

CEPI Consumer Food Price Index

CFO Chief Financial Officer

CGST Act Central Goods and Services Tax Act, 2017

CIBIL Credit Information Bureau (India) Limited

CIN Company Identification Number

cit Commissioner of Income Tax

Client ID Client identification number of the Applicant’s beneficiary account

 

Companies Act

Unless specified otherwise, this would imply to the provisions of the Companies Act, 2013
(to the extent notified) and /or Provisions of Companies Act, 1956 w.r.t. the sections which
have not yet been replaced by the Companies Act, 2013 through any official notification

 

Companies Act, 1956

The Companies Act, 1956, as amended from time to time

 

Companies Act, 2013

The Companies Act, 2013 published on August 29, 2013 and applicable to the extent
notified by MCA till date

 

 

 

 

 

 

 

CSR Corporate Social Responsibility

CST Central Sales Tax

COVID — 19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020

CPI Consumer Price Index

cy Calendar Year

Depositories A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996, CDSL and NSDL

DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and

Industry, Government of India

 

Depositories Act

Depositories Act, 1996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIN Director Identification Number

DP Depository Participant, as defined under the Depositories Act 1996

DP ID Depository Participant’s identification

EBITDA Earnings before Interest, Taxes, Depreciation and Amortization

ECS Electronic Clearing System

EGM/ EoGM Extra-ordinary General Meeting

EMDEs Emerging Markets and Developing Economies

EPS Earnings Per Share

EPFO Employees’ Provident Fund Organization

EPF Act The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
ESIC Employee State Insurance Corporation

ESOP Employee Stock Option Plan

ESPS Employee Stock Purchase Scheme

FCNR Account Foreign Currency Non-Resident Account

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

 

FEMA Regulations

Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2017

 

Foreign Institutional Investors (as defined under Foreign Exchange Management (Transfer

 

 

 

 

 

FIIs or Issue of Security by a Person Resident outside India) Regulations, 2017) registered with
SEBI under applicable laws in India

FIPB Foreign Investment Promotion Board

FPIs Foreign Portfolio Investors as defined under the SEBI FPI Regulations

FTP Foreign Trade Policy

Fugitive Economic | An individual who is declared a fugitive economic offender under Section 12 of the Fugitive

Offender Economic Offenders Act, 2018

FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI

Regulations

 

FY / Fiscal / Financial
Year

Period of twelve months ended March 31 of that particular year, unless otherwise stated

 

 

 

 

 

 

GDP Gross Domestic Product
Gol / Government Government of India

GST Goods & Services Tax
HNIs High Net worth Individuals

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description

HUF Hindu Undivided Family

LT. Act Income Tax Act, 1961, as amended from time to time

JAS Rules Indian Accounting Standards, Rules 2015

ICAI The Institute of Chartered Accountants of India

ICSI Institute of Company Secretaries of India

IFRS International Financial Reporting Standards

IGST Act Integrated Goods and Services Tax Act, 2017

IMF International Monetary Fund

Indian GAAP Generally Accepted Accounting Principles in India

Ind AS Indian Accounting Standards prescribed under section 133 of the Companies Act, 2013, as
notified under the Companies (Indian Accounting Standard) Rules, 2015

IPO Initial Public Offering

IRDAI Investment Insurance Regulatory and Development Authority (Investment) Regulations, 2016

Regulations ”

Iso International Organization for Standardization

IST Indian Standard Time

KM/Km/km Kilo Meter

KMP Key Managerial Personnel

Ltd Limited

MCA Ministry of Corporate Affairs, Government of India

 

Merchant Banker

Merchant Banker as defined under the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992, as amended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MoF Ministry of Finance, Government of India

MICR Magnetic Ink Character Recognition

MOU Memorandum of Understanding

NA/N.A. Not Applicable

NACH National Automated Clearing House

NAV Net Asset Value

NBFC Non-Banking Financial Company

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

NOC No Objection Certificate

NPCI National Payments Corporation of India

NRE Account Non-Resident External Account

NRO Account Non-Resident Ordinary Account

NECS National Electronic Clearing Service

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OPC One Person Company as defined under section 2(62) of The Companies Act, 2013
p.a. per annum

P/E Ratio Price/Earnings Ratio

PAC Persons Acting in Concert

PAN Permanent Account Number

PAT Profit After Tax

PLR Prime Lending Rate

PMI Purchasing Managers’ Index

PPP Purchasing power parity

RBI Reserve Bank of India

Regulation S Regulation S under the U.S. Securities Act

RoC Registrar of Companies

ROE Return on Equity

RONW, Return on Net Worth

Rupees / Rs. / Rupees, the official currency of the Republic of India
RTGS Real Time Gross Settlement

SCRA. Securities Contract (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992

 

10

 
 

Term

Description

 

SEBI AIF Regulations

Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012,
as amended

 

SEBI FII Regulations

Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995

 

SEBI FPI Regulations

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as
amended

 

SEBI FVCI Regulations

Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000, as amended

 

SEBI ICDR Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended

 

SEBI LODR Regulations

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended

 

SEBI MB Regulations

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended

 

SEBI PIT Regulations

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended

 

SEBI SAST Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended

 

SEBI VCF Regulations

Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
repealed by the SEBI AIF Regulations, as amended

 

 

 

 

 

Sec. Section

Securities Act U.S. Securities Act of 1933, as amended

SGST Act State Goods and Services Tax Act, 2017

SICA. Sick Industrial Companies (Special Provisions) Act, 1985
sTT Securities Transaction Tax

 

Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended

 

 

 

 

TIN Taxpayers Identification Number
TDS Tax Deducted at Source
UGST Act Union Territory Goods and Services Tax Act, 2017
Unified Payments Interface, a payment mechanism that allows instant transfer of money
UPI between any two persons bank account using a payment address which uniquely identifies

a person’s bank account.

 

US/United States

United States of America

 

 

 

USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
VAT Value Added Tax
VC Venture Capital

 

‘VCF / Venture Capital
Fund

Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of
India (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable
laws in India.

 

WIP

Work in process

 

Wilful Defaulter(s) or a
Fraudulent Borrower

Wilful defaulter or a Fraudulent Borrower as defined under Regulation 2(1)(IIl) of the SEBI
ICDR Regulations

 

 

 

 

 

WHO World Health Organization
WEO World Economic Outlook
YoY Year on Year

 

11

 
For definitions, please refer the chapter titled “Definitions and Abbreviations” beginning on page 1 of this Prospectus. In
the section titled “Main Provisions of the Articles of Association” beginning on page 196 of this Prospectus, defined terms
have the meaning given to such terms in the Articles of Association.

INDUSTRY AND MARKET DATA

Unless stated otherwise, the industry and market data and forecasts used throughout this Prospectus has been obtained from
industry sources as well as Government Publications. Industry sources as well as Government Publications generally state
that the information contained in those publications has been obtained from sources believed to be reliable but that their
accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

Further, the extent to which the industry and market data presented in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are standard data gathering
methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely
among different industry sources.

13
PRESENTATION OF FINANCIAL INDUSTRY AND MARKET DATA
CERTAIN CONVENTIONS

All references in this Prospectus to ‘India’ are to the Republic of India and its territories and possessions and all references
herein to the ‘Government’, ‘Indian Government’, ‘Gol’, ‘Central Government’ or the ‘State Government’ are to the Gol,
central or state, as applicable.

Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”).
Unless indicated otherwise, all references to a year in this Prospectus are to a calendar year.

Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus. In
this Prospectus, our Company has presented numerical information in “lakhs” units. One lakh represents 1,00,000.

FINANCIAL DATA

Unless stated otherwise, the financial statements in this Prospectus are derived from our Financial Statements. The Restated
Financial Statements included in this Prospectus is as at and for the period ended January 15, 2022 and for the financial
years ended March 31, 2021 and March 31, 2020 has been prepared in accordance with Indian GAAP and the Companies
Act, and has been restated in accordance with the SEBI ICDR Regulations. For further information, see please refer section
titled “Restated Financial Statements” beginning on page 137 of this Prospectus.

In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding
off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded off
to two decimal places.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references
to a particular financial year, unless stated otherwise, are to the 12-month period ended on March 31 of that year. Unless
stated otherwise, or the context requires otherwise, all references to a “year” in this Prospectus are to a calendar year.

There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not attempted to quantify
their impact on the financial data included herein and urges you to consult your own advisors regarding such differences
and their impact on the Company’s financial data. Accordingly, to what extent, the Restated Financial Statements included
in this Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting practices / Indian GAAP. Any reliance by persons not familiar with Indian Accounting Practices on the financial
disclosures presented in this Prospectus should accordingly be limited.

Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and
“Management's Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 20, 89 and
140 respectively, of this Prospectus, and elsewhere in this Prospectus have been calculated on the basis of the “Restated
Financial statements” of our Company as beginning on page 137 of this Prospectus.

CURRENCY AND UNITS OF PRESENTATION

All references to “Rupees”, “Rs.” or “%” are to Indian Rupees, the official currency of the Republic of India. All references
to “US$” or “US Dollars” or “USD” are to United States Dollars, the official currency of the United States of America,
EURO or "€" are Euro currency.

All references to the word ‘Lakh’ or ‘Lac’, means ‘One hundred thousand’ and the word ‘Million’ means ‘Ten Lakhs’ and
the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means “One thousand Million’.

In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding
off. All figures derived from our Restated Financial Statements in decimals have been rounded off to the second decimal
and all percentage figures have been rounded off to two decimal places.

This Prospectus may contain conversions of certain US Dollar and other currency amounts into Indian Rupees that have
been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be
construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into
Indian Rupees, at any particular rate.

DEFINITIONS

12
FORWARD LOOKING STATEMENTS

All statements contained in this Prospectus that are not statements of historical fact constitute forward-looking statements.
All statements regarding our expected financial condition and results of operations, business, plans and prospects are
forward-looking statements. These forward-looking statements include statements with respect to our business strategy, our
revenue and profitability, our projects and other matters discussed in this Prospectus regarding matters that are not historical
facts. Investors can generally identify forward-looking statements by the use of terminology such as “aim”, “anticipate”,
“believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will continue”, “will pursue”,
“contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or other words or phrases of similar import.
All forward looking statements (whether made by us or any third party) are predictions and are subject to risks, uncertainties
and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant

forward-looking statement.

 

Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future
performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on
currently available information. Although we believe the assumptions upon which these forward-looking statements are
based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on
these assumptions could be incorrect.
Further the actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the
industries in India in which our Company operates and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political
conditions in India and overseas which have an impact on our business activities or investments, the monetary and fiscal
policies of India and other jurisdictions in which we operate, inflation, deflation, unanticipated volatility in interest rates,
foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally,
changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence of any natural
calamities and/or acts of violence. Other important factors that could cause actual results to differ materially from our
expectations include, but are not limited to, the following:

Changes in laws and regulations relating to the sectors/areas in which we operate;

e Inability to identify the new premises may adversely affect the operations, finances and profitability of the Company;

e Inability to identify or effectively respond to customer needs, expectations or trends in a timely manner;

¢ Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch and
implement various projects;

e Our failure to keep pace with rapid changes in technology;

e Our ability to meet our further capital expenditure requirements;

e — Fluctuations in operating costs;

¢ Our ability to attract and retain qualified personnel;

© Conflict of Interest with affiliated companies, the promoter group and other related parties;

e Changes in political and social conditions in India, the monetary and interest rate policies of India and other
countries;

e Volatility of loan interest rates and inflation;

General economic and business conditions in the markets in which we operate and in the local, regional, national
and international economies;

Changes in government policies and regulatory actions that apply to or affect our business;

¢ Our inability to maintain or enhance our brand recognition;

14
e — Inability to protect our IP or any third-party claims in relation to infringement of our existing intellectual property
rights or in future;

e Inability to cater to the evolving consumer preferences, in India and abroad, in the information technology industry;
¢ Failure to anticipate or successfully adopt and incorporate new technologies in our offerings;
e The occurrence of natural disasters or calamities; and
e — Failure to successfully upgrade our service portfolio, from time to time.
For further discussions of factors that could cause our actual results to differ, please refer the section titled “Risk Factors”

and chapter titled “Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 20, 89, and of this Draft 140 Prospectus, respectively.

 

By their nature, certain market risk disclosures are only estimating and could be materially different from what actually
occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated.

Forward-looking statements reflect the current views as of the date of this Prospectus and are not a guarantee of future
performance.

Neither our Company, our Directors, our Promoter, the Lead Manager nor any of their respective affiliates have any
obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect
the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI
requirements, our Company will ensure that investors in India are informed of material developments from the date of this
Prospectus until the time of the grant of listing and trading permission by the Stock Exchange.

15
SECTION II - SUMMARY OF OFFER DOCUMENT
SUMMARY OF OUR BUSINESS
Our Company is in the business of Software IT Solution and Consulting Services, IT Product / Software Development and
Software Training, Enterprise Resource Planning Solution, Learning Management Solution, 3D Printing, Digital Printing
and Packaging Design Management consultancy. We have leveraged our domain expertise, processes and infrastructure to
diversify our offering of services to cater to a variety of business sectors.
For more details, please refer chapter titled “Our Business” beginning on page 89 of this Prospectus.

SUMMARY OF OUR INDUSTRY

We operate in IT and Printing Industry. For more details, please refer chapter titled “Industry Overview” beginning on page
73 of this Prospectus.

OUR PROMOTER

The promoter of our company is Ms. Manisha Sharma.

 

 

SIZE OF ISSUE
Issue 4,00,000 Equity shares of %10/- each for cash at a price of 272/- per Equity
shares aggregating to 7288.00 Lakhs
Of which:

 

Market Maker Reservation Portion | 22,400 Equity shares of 210/- each for cash at a price of %72/- per Equity shares
aggregating to 316.13 Lakhs

Net Issue 3,77,600 Equity shares of 210/- e
shares aggregating to 2271.87 Lakhs

 

 

h for cash at a price of %72/- per Equity

 

 

 

 

For further details, please refer to chapter titled “Terms of the Issue” beginning on page 168 of this Prospectus.
OBJECTS OF THE ISSUE

Our Company intends to utilize the Net Proceeds for the following objects (“Objects of the Issue”):
(@ in Lakhs)

 

 

 

 

 

 

SrNo_| Particulars Amount

al To purchase Plant and Machiner 31.10

2. Working Capital Requirements 113.00

2. General Corporate Purpose 64.40
Total 208.50

 

 

 

 

For further details, please refer to chapter titled “Objects of the Issue” beginning on page 61 of this Prospectus.

PRE-ISSUE SHAREHOLDING OF OUR PROMOTER, PROMOTER GROUP AS A PERCENTAGE OF THE
PAID-UP SHARE CAPITAL OF THE COMPANY

Set forth is the Pre-Issue shareholding of our Promoter, Promoter Group as a percentage of the paid-up share capital of the
Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particular Pre-Issue

Number of Shares Percentage (%) holding
Promoter
Ms. Manisha Sharma 9,99,880 99.99%
Promoter Group
Mr. Aatmik Sharma 20 Negligible
Mr. Harsh Wardhan Sharma 20 Negligible
Ms. Megha 20 Negligible
Ms. Pratima Sharma 20 Negligible
Mr. Rithik Sharma 20 Negligible
Mr. Vikas Sharma 20 Negligible

 

 

16
 

 

 

 

 

 

Particular Pre-Issue
Number of Shares Percentage (%) holding
Total 10,00,000 100.00

 

 

SUMMARY OF RESTATED FINANCIAL STATEMENTS

(% in lakhs other than share data)

 

 

 

 

 

 

 

 

 

 

 

 

Particulars For the period ended | For the year ended March 31
January 15, 2022 2021 2020
Share Capital 5.00 5.00 5.00
Net worth 192.72 122.51 27.60
Total Revenue 367.18 468.67 485.78
Profit after Tax 70.20 94.92 22.60
Earnings per share (Basic & diluted) (2) 140.41 189.83 45.19
Net Asset Value per Equity Share (2)* 385.43 245.02 55.19
Total borrowings 3.87 13.16 36.64

 

 

*Net Asset Value per Equity Share = Share Capital plus Reserves and Surplus / Outstanding Number of Equity Shares

QUALIFICATIONS OF AUDITORS

The Restated Financial Statements do not contain any qualifications which have not been given effect in the restated

financial statements.

SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPMENTS

A summary of pending legal proceedings and other material litigations involving our Company is provided below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of the Cases Number of cases Total amount involved (% in Lakhs)
Against our Company

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
Others Nil 1.06
By our Company

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
Against our Promoter

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
By our Promoter

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
Against our directors

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
By our directors

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil

 

 

 

For further details, please refer chapter titled “Outstanding Litigations and Material Developments” beginning on page 151

of this Prospectus.

RISK FACTORS

For details relating to risk factors, please refer section titled “Risk Factors” beginning on page 20 of this Prospectus.

17
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Prospectus till the
listing of the Equity Shares.

ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE (1) YEAR

Except for the Bonus Issue of 9,50,000 Equity Shares, our company has not issued Equity Shares for consideration other
than cash in the one (1) year preceding the date of this Prospectus.

SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR

Our Company has not undertaken a split or consolidation of the Equity Shares in the one (1) year preceding the date of this
Prospectus.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI

Our company has not applied or received any exemption from complying with any provisions of securities laws
by SEBI.

19
SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY

As per Restated Financial Statements, no contingent liability exists for the period ended on January 15, 2022 and financial
year ended on March 31, 2021 and 2020.

For details, please refer to Section titled “Restated Financial Statements” beginning on page 137 of this Prospectus.
SUMMARY OF RELATED PARTY TRANSACTIONS
As required under Accounting Standard 18 “Related Party Disclosures” as notified pursuant to Company (Accounting
Standard) Rules 2006, following are details of transactions during the year with related parties of the company as defined

in AS 18.

i. List of Related Parties and Nature of Relationship:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Name of Related Parties
a) Key Management Personnel’s Manisha Sharma
Transactions carried out with related parties referred to in (i) above, in ordinary course of business:
: , As at January | As at March 31
Nature of Transactions Name of Related Parties 15, 2022 2021 2020
1. Directors Remuneration Manisha Sharma 8.16 7.80 :
Total | 8.16 7.80 -
2. Interest on Unsecured Loan Manisha Sharma - 2.64 0.26
Total | - 2.64 0.26
Manisha Sharma
3. Loan Recived (Paid) during the Opening eee = aoa eee =
Year to Related Parties Loan Received during the year | - 5.69 162.68
Loan Paid during the year 13.16 29.17 126.04
Closing Balance - 13.16 36.64

 

 

 

 

 

 

For details, please refer to chapter titled “Restated Financial Statements” beginning on page 137 of this Prospectus.
FINANCING ARRANGEMENTS

There have been no financing arrangements whereby our Promoter, members of the Promoter Group, our directors and their
relatives have financed the purchase by any other person of securities of our Company during a period of six (6) months
immediately preceding the date of this Prospectus.

WEIGHTED AVERAGE PRICE OF EQUITY SHARES ACQUIRED BY OUR PROMOTER

Our promoter has acquired 9,49,886 Equity Shares in the last one (1) year preceding the date of this Prospectus, under the
bonus issue, thus the weighted average price of equity share is Nil.

AVERAGE COST OF ACQUISITION OF PROMOTER

The average cost of acquisition of Equity Shares by our Promoter is set forth in the table below:

 

 

 

S.No. | Name of the Promoter No of Equity Shares held | Average cost of
Acquisition (in Rs.)*
a. Manisha Sharma 9,99,880 0.50

 

 

 

 

 

*As certified by M/s A Y & Company, Chartered Accountants, by way of their certificate dated January 29, 2022.

DETAILS OF PRE-IPO PLACEMENT

18
SECTION III - RISK FACTORS

An investment in Equity Shares involves a high degree of financial risk. Investors should carefully consider all information
in this Prospectus, including the risks described below, before making an investment in our Equity Shares. If any of the
following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business,
results of operations, cash flows and financial condition could suffer, the price of the Equity Shares could decline, and you
may lose all or part of your investment. In making an investment decision, prospective investors must rely on their own
examination of us and the terms of the Issue including the merits and risks involved. Investors should consult their tax,
financial and legal advisors about particular consequences to them of an investment in the Issue. The risk factors set forth
below do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our
business or any decision to purchase, own or dispose of the Equity Shares. This section addresses general risks associated
with the industry in which we operate and specific risks associated with our Company. However, there are certain risk
factors where the financial impact is not quantifiable and, therefore, such financial impact cannot be disclosed in such risk
factors. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implications of any of the risks described in this section. Any of the following risks, as well as the other risks and
uncertainties discussed in this Prospectus, could have a material adverse effect on our business and could cause the trading
price of our Equity Shares to decline and you may lose all or part of your investment.

This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Prospectus. See chapter titled “Forward Looking Statements”
beginning on page 14 of this Prospectus.

To obtain a better understanding of our business, you should read this chapter in conjunction with other chapters of this
Prospectus, including the chapters titled “Our Business”, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”, “Industry Overview” and “Restated Financial Statements” on page 89, 140, 73 and 137
respectively of this Prospectus, together with all other Restated Financial Statements contained in this Prospectus. Our
actual results could differ materially from those anticipated in these forward looking statements as a result of certain
factors, including the considerations described below and elsewhere in this Prospectus.

Unless otherwise stated, the financial data in this chapter is derived from our Restated Financial Statements for the period
ended January 15, 2022 and financial years ended March 31, 2021 and 2020 as included in “Restated Financial
Statements” beginning on 137 of this Prospectus.

MATERIALITY

The Risk factors have been determined on the basis of their materiality. The following factors have been considered for
determining the materiality.

* Some events may have material impact quantitatively;

Some events may have material impact qualitatively instead of quantitatively.

¢ Some events may not be material individually but may be found material collectively.

e Some events may not be material at present but may be having material impact in future.
BUSINESS RELATED RISKS
Our business is dependent on developing and maintaining continuing relationships with our clients and customers. The
loss of any significant client or customer could have a material adverse effect on our business, financial condition and
results of operations.
Although, we generally do not enter into long-term supply contracts with our customers, our business is dependent on
developing and maintaining a continuing relationship with our key clients and customers. In the event of a significant
decline in the demand for our products or services by our key clients, our business, results of operations and financial
condition may be materially and adversely affected. There can be no assurance that we will be able to maintain the historic
levels of business from these clients and customers or that we will be able to replace these clients in case we lose any of
them.
If we fail to innovate in response to changing customer needs and adopt and develop new technologies, or adapt to

evolving industry standards, our business, financial condition, and results of operations could be adversely affected.

20
We are engaged in an industry characterized by rapid technological innovation, evolving industry standards, frequent new
service introductions, shifting distribution channels and changing customer demands. We believe that the pace of innovation
will continue to accelerate as customers increasingly base their business on cloud platforms. Our future success depends on
our ability to continue to innovate and increase customer adoption of our platform in other areas. We need to continue to
invest in technologies, services, and partnerships that increase the types of data processed on our platform and the ease with
which customers can ingest data into our platform.

Further, our software solution infrastructure may become obsolete due to the development of new systems to deliver power
to or eliminate heat from the servers or as a result of the development of new server technology.

If we are unable to enhance our platform to keep pace with these rapidly evolving customer requirements, or if new
technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or
more securely than our platform, our business, financial condition, and results of operations could be adversely affected.

The length of our sales cycle may fluctuate significantly and depends on several external factors which may result in
significant fluctuations in our revenues.

A customer's decision to purchase our services or products often involves a comprehensive implementation process across
the customer’s network(s) which includes customer education, evaluation by a number of employees in our customers’
organization and, often, a significant strategic or operational decision by our customers. Our sales efforts involve educating
our customers about the use and benefits of our products and solutions, including any potential cost savings achievable by
organization that partner with us.

Customers typically undertake a significantly long evaluation process which also involves evaluation of our competitors’
services and can result in a lengthy sales cycle. Moreover, a purchase decision by a potential customer typically requires
extended evaluation, testing and the approval of senior decision makers, including the boards of directors of our customers.
We spend substantial time, effort and money on our sales efforts without any assurance that our efforts will produce any
sales. Additionally, implementing our products and any related services may entail a significant commitment of resources
by prospective customers, accompanied by the risks and delays frequently associated with significant technology
implementation projects. Such delays and fluctuations could cause our revenues and results of operation to fluctuate
significantly across time periods, and we may not be able to adjust our costs quickly enough to offset such lower revenues,
potentially adversely impacting our business, operating results and financial condition.

The continuing effect of the COVID-19 pandemic on our business, results of operations, operations and financial
condition is highly uncertain and cannot be predicted.

An outbreak of COVID-19 was recognized as a pandemic by the WHO on March 11, 2020. In response to the COVID-19
outbreak, the governments of many countries, including India, have taken preventive or protective actions such as imposing
country-wide lockdowns, as well as restrictions on travel and business operations. Since May 2020 many of these measures
have been lifted. We proactively engaged with our clients to reassure them and to demonstrate our commitment to restart
our operations and to build confidence in the safety protocols deployed at our office. If we do not respond appropriately to
the pandemic, or if customers do not perceive our response to be adequate, we could suffer damage to our reputation and
our brand, which could adversely affect our business in the future.

Further, the lockdown was again imposed by the government in some parts of India during April 2021, which was partially
relaxed in June 2021, during this lockdown although we have continued with our business, the execution of our business
operations was delayed by few weeks. We cannot predict the degree to, or the time period over, which our business will be
affected by the COVID-19 outbreak. For example, this pandemic could necessitate further lockdowns, resulting in
significant additional effects on our revenue, financial condition and results of operations. There are numerous uncertainties
associated with the COVID-19 outbreak, including the number of individuals who will become infected, availability of a
vaccine or a cure that mitigates the effect of the virus, the extent of the protective and preventative measures imposed by
governments and whether the virus’ impact will be seasonal, among others. Consequently, there may be adverse effects of
this pandemic on our short-term business operations and our financial results may be impacted.

Outstanding Litigations involving our Company, Promoter, Directors.

 

 

 

 

 

 

Name of the Cases Number of cases Total amount involved (% in Lakhs)
Against our Company

Tax Nil Nil

Civil Nil Nil

Criminal Nil Nil

Others Nil 1.06

 

 

 

 

 

21
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of the Cases Number of cases Total amount involved (% in Lakhs)
By our Company

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
Against our Promoter

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
By our Promoter

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
Against our directors

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil
By our directors

Tax Nil Nil
Civil Nil Nil
Criminal Nil Nil

 

 

 

 

For further details, please refer chapter titled “Outstanding Litigations and Material Developments” beginning on page 151
of this Prospectus.

Substantial portion of our revenues has been dependent upon ona single customer and we do not have firm commitment
supply agreements with our customers. If our customers choose not to source their requirements from us, our business
and results of operations may be adversely affected.

Our revenue for the period ended January 15, 2022 and for the financial years ended on March 31, 2021 and 2020 is majorly
dependent on a single customer. The revenue constituted of more than 95% of our revenue from operations for the period
ended January 15, 2022 and for the financial years ended on March 31, 2021 and 2020. The loss of such significant client
would have a material effect on our financial results. We cannot assure you that we can maintain the historical levels of
business from these clients or that we will be able to replace these clients in case we lose any of them. While we are
constantly striving to increase our customer base and reduce dependence on any particular customer, there is no assurance
that we will be able to broaden our customer base in any future periods or that our business or results of operations will not
be adversely affected by a reduction in demand or cessation of our relationship with any of our major customer. The Orders
received may be amended or cancelled prior to finalisation, and should such an amendment or cancellation take place, we
may be unable to seek compensation for any surplus unpurchased service that we provide. In cases where we have
agreements with our customers, they are general terms contracts which do not bind customers to any specific products or
specification or purchase volumes. Further, such general terms contracts provide flexibility to our customers to place order
for a lesser quantity of products in the purchase orders in spite of a higher number being specified in the contract. Customers
may also place order for products with specifications that are in variance to those mentioned in the contract. There is no
commitment on the part of the customer to continue to pass on new orders to us and as a result, our sales from period to
period may fluctuate significantly as a result of changes in our customers’ vendor preferences. Any failure to meet our
customers’ expectations could result in the cancellation of orders. There are also a number of factors other than our
performance that are beyond our control and that could cause the loss of a customer. Customers may demand price
reductions, set-off any payment obligations, require indemnification for themselves or their affiliates, change their
outsourcing strategy by moving more work in-house, or replace their existing products with alternative products, any of
which may have an adverse effect on our business, results of operations and financial condition.

We may become liable to our customers and lose customers if we have defects or disruptions in our service or if we
provide poor service. We may also be liable in the event of misuse of our services or platforms.

We deliver technology as a service, and errors or defects in the software applications underlying our services, or a failure
of our hosting infrastructure, may make our services unavailable to our customers. Majority of our contracts or service
agreements involve projects that are critical to the operations of our clients’ businesses. Any direct damages, expenses,
costs, obligations could result in a claim for substantial damages against us, regardless of our responsibility for such failure.
Any errors, defects, disruptions in service or other performance problems with our services, whether in connection with the
day-to-day operation of our services, upgrades or otherwise, could damage our customers’ businesses.

 

22
10.

If we have any errors, defects, disruptions in service or other performance problems with our services, our customers could
elect not to renew our contract, or delay or withhold payments to us and we could lose future sales. Further, our customers
may make claims against us, which could result in an increase in our provision for doubtful accounts, an increase in
collection cycles for accounts receivable or litigation costs. We may in the future, experience, misuse of our services or
platforms. The occurrence of any such events in the future could lead to user dissatisfaction and discourage the use of our
products and services. Such events may also give rise to complaints and actions against us. All these factors could adversely
affect our business and results of operation.

We may not be able to correctly assess the demand for our products, which may adversely affect our business, financial
condition and results of operations.

Manufacturing and distribution processes of our printed packages and software products require us to anticipate the demand
for our products based on the received from our own marketing personnel, distributors and partners. Accurate assessment
of market demand requires significant investment in our sales and marketing network and training of marketing personnel.
There is no guarantee that our estimate of market demand in India or foreign countries in which we sell our products will
be accurate. In the event that we overestimate the demand for our products, we may have expended resources in
manufacturing excess products and paid taxes, insurance costs, distribution expenses, storage and warehousing and other
related expenditures. In the event of excess production, we might have to bear the cost of destruction of these goods. In the
event that we underestimate the market demand or fail to order a sufficient volume of supplies and input materials from our
third-party vendors, we may be unable to meet customer demand and lose out on sales opportunities that our competitors
may capitalise on. Similarly, if we fail to manage investment levels appropriately, we may be unable to meet demand,
which could lead to a loss of interest and sales in our products. Failure to meet customer demand may also occur because
constant supply from our third-party manufacturers in time bound manner, or we have an inaccurate level of inventory
holding. Accordingly, any incorrect assessment of the demand for our products may adversely affect our business, financial
condition and results of operations.

Our Promoter plays key role in our functioning and we heavily rely on her knowledge and experience in operating our
business and therefore, it is critical for our business that our Promoter remain associated with us.

Our success also depends on our key managerial personnel and our ability to attract and retain them. Any loss of our key
person could adversely affect our business, operations and financial condition. The success of our business operations is
attributable to our Promoter, Directors and the technical team. We believe that our relation with our Promoter, who have
rich experience in markets, managing customers and handling overall businesses, has enabled us to experience growth and
profitability. Our Promoter has been actively involved in the day-to-day operations and management since the incorporation
of the Company. Further, our Promoter have also promoted other companies/ firms/ ventures and may continue to do so. If
they divert their attention to the other companies, we may not be able to function as efficiently and profitably as before. We
may have to incur additional costs to replace the services of our promoter or we may not be able to do so at all, which could
adversely affect our business operations and affect our ability to continue to manage and expand our business.

We also depend significantly on the expertise, experience and continued efforts of our technical team; hence, our
performance and success substantially depend on the ability to attract and retain our key employees, including our
management team and experienced personnel. There can be no assurance that any member of our senior management or
other experienced personnel will not leave us in the future. The lack of or loss of the services of such key persons in the
organization could seriously impair our ability to continue to manage and expand our business. Our success is also
dependent on our continuous ability to identify, hire, train retain and motivate R&D team, technical team, servicing team
and sales and marketing personnel. Competition for personnel in our industry is intense, and the availability of suitable and
qualified candidates is limited. If we fail to hire and retain our employees, the loss of their services could harm our business
operations and financial condition could be adversely affected.

We have a limited operating and financial history, which makes it difficult to accurately assess our future growth
prospects.

Our Company was incorporated on February 28, 2019 and commenced operations in the Fiscal year 2019. For further
information, see “History and Certain Corporate Matters” beginning on page 116 of this Prospectus. Consequently, our
financial statements, including the details of our profit and loss account, as set out in the chapter titled “Restated Financial
Statements” beginning on 137 of this Prospectus, are prepared for thirteen months ending on March 31, 2020. As such, we
have a very limited operating history, and our success is dependent on our ability to effectively implement our businesses.
Our limited financial and operating history may not provide an accurate basis for investors to understand our business and
financial history for comparative analysis and evaluate our future business and financial prospects. Assessing the future
prospects of our business is challenging in light of both known and unknown risks and difficulties we may encounter, and
could place significant demands on the management team and our other resources. We will be subject to all the business

23
11.

12.

13.

risks and uncertainties associated with setting up any new business venture, which may adversely affect our business,
prospects, results of operations and financial condition.

We have a limited experience and operating history particularly in 3D printing, which makes it difficult to accurately
assess our future growth prospects and may negatively affect our business, financial condition, cash flows and results
of operations,

We have commenced operations in 3D printing vertical of our business in 2021 and we have limited or no experience in
this field and we face competition from our competitors who may have a longer operating history and more experience as
compared to us in these businesses. In order to maintain and grow our business and to effectively compete with our
competitors in potential markets, we will need to establish new arrangements with the prospective in our existing markets
and in new markets. There can be no assurance that we will enjoy the same brand recognition as in our other more
established businesses or be able to identify appropriate clients or build successful relationships with these service providers
on favourable terms, or at all. Further, these operations may be accompanied by operating and marketing challenges that
may be different from those we currently encounter. In addition, if we fail to successfully offer our new products and
services in an increasingly competitive market, we may not be able to capture the growth opportunities associated with
them or recover the development and marketing costs, and our future results of operations and growth strategies could be
adversely affected. Assessing the future prospects of our business is challenging in light of both known and unknown risks
and difficulties we may encounter, and could place significant demands on the management team and our other resources.
We will also be subject to all the business risks and uncertainties associated with setting up any new business venture or
any acquisitions which we may undertake in the future, which may adversely affect our business, prospects, results of
operations, cash flows and financial condition. If we fail to successfully develop and operate these new services in an
increasingly competitive market, we may not be able to capture the growth opportunities associated with these new services
or recover the developing and marketing costs, and our future results of operations and growth strategies could be materially
and adversely affected.

CKexennie

The Company logo “°"""* has been registered under the name of our Promoter. Any failure to protect our
intellectual property could have a material adverse effect on our business. We are, and may also in the future be, subject
to intellectual property infringement claims, which may be expensive to defend and may disrupt our business.

@
As on date of this Prospectus, the Company logo Keroons has been registered under Class 9 of the Trade Mark Act, 1999
which does not belong to us. The said trademark belongs to our promoter, Ms. Manisha Sharma and we make use of it
through an NOC issued by our promoter. If Ms. Manish Sharma withdraws it or terminates this arrangement, we will not
be able to make use of the said trademark, name or logo in connection with our business and consequently, we may be
required to invest significant resources in changing our logo which may adversely affect our reputation and business. We
have been conducting our business using our logo and our customers associate our logo with our Company and its operations

Our ability to compete effectively depends in part upon our ability to protect our rights in trademarks and other intellectual
property that we have been registered. We seek to protect our logos, brand names and websites’ domain names by relying
on trademarks and domain name registrations. However, our efforts to protect our intellectual property may not be adequate.
The use of our name and logo is vital to our competitiveness and success and for us to attract and retain our customers and
business partners. Further, we cannot assure you that the measures we have taken will be sufficient to prevent any
misappropriation or infringement of our intellectual property.

ee

 

Our brand name “myperfectpack” and logo is not registered with Registrar of Trademark; any infringement
of our brand name or failure to get it registered may adversely affect our 3D Printing business. Further, any kind of
negative publicity or misuse of our brand name could hamper our brand building efforts and our future growth strategy
could be adversely affected.

Our Company has not made any application for registration with the Registrar of Trademark for registration of brand name
“myperfectpack” and logo under which we conduct the business of 3D printing. If we are unable to register the intellectual
property in the future in our name or any objection on the same may require us to change our logo and hence may loose on
the goodwill created so far. Further, the same may involve costly litigations and penal provisions if some legal consequences
arise if someone from outside use our name and logo of the Company. We believe that our future growth and
competitiveness would depend on our ability to establish and strengthen our brand. We cannot guarantee that we will be
able to make a lasting brand image with our clients and other people in the absence of a logo. Although, we believe that
that our present systems are adequate to protect our confidential information and intellectual property, there can be no
assurance that our intellectual property data, trade secrets or proprietary technology will not be copied, infringed or obtained
by third parties. Further, our efforts to protect our intellectual property may not be adequate and may lead to erosion of our

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business value and our operations could be adversely affected. This may lead to litigations and any such litigations could
be time consuming and costly and their outcome cannot be guaranteed. Our Company may not be able to detect any
unauthorized use or take appropriate and timely steps to enforce or protect our intellectual property, which may adversely
affect our business, financial condition and results of operations.

Our inability to cater to the evolving consumer preferences, in India and abroad, software and printing industry may
affect our business operations, cash flows and results of operations.

Consumer preferences are usually cyclical and difficult to predict, and even successful titles remain popular for only limited
periods of time, unless refreshed with new application or otherwise enhanced. In order to remain competitive, we must
continuously aggregate new applications for our clients or introduce enhancements to our existing applications. The
systems, infrastructure and technologies we currently employ may become obsolete or be unable to support our increased
size and scale. Even if we are able to maintain, upgrade or replace our existing systems or innovate or customize and
develop new technologies and systems, we may not be as quick or efficient as our competitors in upgrading or replacing
our systems. We may be unable to devote adequate financial resources or obtain sufficient financing on commercially
acceptable terms in time, or at all, which may have a material adverse effect on our business, prospects, results of operation
and financial condition.

Our new systems, infrastructure and technologies may not perform satisfactorily, or be used effectively and we may also
fail to adapt our products and services to our increased size and scale, customer requirements or emerging trends and
industry standards. Further, there is no assurance that we will be able to downsize and scale back our systems and platforms
quickly and efficiently enough to reduce unnecessary costs and expenses in the event that user demand falls below our
expectations. In addition, to effectively manage our growth, we will also need to continue to improve our operational,
financial and management controls, and our reporting systems and procedures.

Continued growth increases the challenges involved in, amongst others, continuous training and development of skilled
and competent personnel and employees and developing and improving internal administrative infrastructure. These
systems, enhancements and improvements will require significant capital expenditures and management resources. Failure
to implement these improvements could adversely affect our ability to manage our growth. Our business and results of
operations and cash flows could be negatively impacted if we do not correctly assess consumer preferences in which our
products and applications are available.

Failure or malfunction of our equipment could adversely affect our ability to conduct our operations.

Our operations are subject to risks inherent in the use of printing equipment. We may experience failures or there could be
injury to our employees or others either because of defects, faulty maintenance or repair, or improper use or lack of timely
servicing of our equipment. Any significant malfunction or breakdown of our machineries for printing segment may entail
significant repair and maintenance costs and cause disruptions and delays in our operations. Any injury caused by our
equipment due to equipment defects, improper maintenance or improper operation could subject us to liability claims. We
cannot assure you that we would be able to effectively respond to any such events, in a timely manner and at an acceptable
cost, which could lead to an inability to effectively provide our services and, therefore, affect our business and reputation.

Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely affect
our ability to operate our business and implement our growth plans, thereby affecting our financial condition.

As per our Restated Financial Information, our cash flows from operating, investing and financing activities are as set out
below:

 

 

 

 

 

 

 

 

(Rs. in Lakhs
Particulars For the period ending | For the Financial Year ended on
on January 15, 2022 2021 2020
Net Cash Generated from Operating Activities 3.19 127.97 35.31
Net Cash Generated from Investing Activities (40.12) (30.53) (21.86)
Net Cash Generated from Financing Activities (9.87) (26.41) 41.35

 

 

 

 

For details, please see chapter titled “Management's Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 140 of this Prospectus.

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital expenditure,
pay dividends, repay loans and make new investments without raising finance from external resources.

If our Company is not able to generate sufficient cash flows, it may adversely affect our business and financial operations.

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17. Significant challenges or delays in our Company’s innovation and development of new products, technologies and
indications could have an adverse impact on the Company’s long-term success.

Our Company’s continued growth and success depends on its ability to innovate and develop new and differentiated
products and services that address the evolving technology needs of companies, providers and consumers. Development of
successful products and technologies is also necessary to offset revenue losses when the Company’s existing products lose
market share due to various factors such as competition and loss of intellectual property rights. Our Company cannot be
certain when or whether it will be able to develop, license or otherwise acquire companies, products and technologies,
whether particular product candidates will be granted regulatory approval, and, if approved, whether the products will be
commercially successful. In all of these contexts, developing new products and health care devices, requires significant
investment of resources over many years. The process depends on many factors including the ability to discern patients’
and health care providers’ future needs; develop promising new compounds, strategies and technologies; achieve successful
clinical trial results; secure effective intellectual property protection; obtain regulatory approvals on a timely basis; and, if
and when they reach the market, successfully differentiate the Company’s products from competing products and to
treatment. New products or enhancements to existing products may not be accepted quickly or significantly in the
marketplace due to product and price competition, changes in customer preferences or purchasing patterns, resistance by
healthcare providers or uncertainty over third-party reimbursement. Even following initial regulatory approval, the success
of a product can be adversely impacted by safety and efficacy findings in larger real world patient populations, as well as
market entry of competitive products.

18. Our Company is yet to place orders for plant and machineries for expansion at our branch offices situated at “Chitra
Meadows”, Site Number 39, Khata Number 74/2, Mylasandra Village, Begur Hobli, Bangalore — 560 100, Karnataka,
India and 5“ Floor, Flat No. TA-512, Block Topaz-A, Urbana Jewels, Gram Mudrampura, Sanganer, Jaipur,
Rajasthan, India. Any delay in placing orders or procurement of such plant and machineries may delay the schedule of
implementation and possibly increase the cost of commencing operations.

 

Our Company has received third party quotations for plant and machineries proposed to be installed at our branch offices
situated at “Chitra Meadows”, Site Number 39, Khata Number 74/2, Mylasandra Village, Begur Hobli, Bangalore — 560
100, Karnataka, India and Sth Floor, Flat No. TA-512, Block Topaz-A, Urbana Jewels, Gram Mudrampura, Sanganer,
Jaipur, Rajasthan, India. Although, we have identified the type of equipment, plant and machinery proposed to be purchased
from Net Proceeds, we are yet to place orders for the proposed plant and machinery amounting to approximately %25.50
Lakhs. The cost of the proposed capital expenditure is based on the quotations received from third party vendors and
contractors and such quotations are subject to change due to various factors such as, change in supplier of equipment,
change in the government regulation and policies, change in management’s view of desirability of the current plans, possible
cost overruns, etc. We cannot assure that we will be able to procure the equipment, plant and machinery in a timely manner
and at the same price at which the quotations have been received. Delay in procurement of the same can cause time and
cost overrun in the implementation of our proposed expansion of the printing units and can also compel us to buy such
machineries at a higher price, thus causing the budgeted cost to vary. As a result, our business, financial condition, results
of operations and prospects could be materially and adversely affected.

19. We face competition in our business from organized and unorganized players, which may adversely affect our business
operation and financial condition.

Growing competition may result in a decline in our market share and may affect our margins which may adversely affect
our business operations and our financial condition. We operate in an industry, which faces intense competition from
established as well as unorganized players. Our competition depends on several factors, which include quality, price and
our pace in keeping up with the changing trends. Competition emerges from both organized as well as unorganized sector.
If we are unable to effectively compete our revenues and reputation may be adversely affected and we not be able to achieve
our long-term strategies.

20. We may need to change our pricing models to compete successfully.

The competition we face in the sales of our products and services and general economic and business conditions as well as
changes in the IT industry standards and landscape, can put pressure on us to change our pricing models. If our competitors
offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we
may need to lower prices or offer other favourable terms in order to compete successfully. Any such changes may reduce
our sales or margins and could adversely affect our business and operating results. The increased availability and adoption
of open-source software may also cause us to change our pricing models in the short term as we transition to increase our
presence in the cloud platform.

Some of our competitors may bundle products for promotional purposes or as a long-term pricing strategy or provide
guarantees of prices and product implementations. These practices could, over time, significantly constrain the prices that

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we can charge for some of our products. If we do not adapt our pricing models to reflect changes in customer use of our
products or changes in customer demand, our revenues could decrease.

  

We utilize the services of certain consultants for some of our operations. Any defi:
could adversely affect our business operations and reputation.

iency or interruption in their services

We engage third party consultants from time-to-time for certain of our services and development of our products. Our
ability to control the manner in which services are provided by third party consultants is limited and we may be liable
legally or suffer reputational damage on account of any deficiency of services on part of such consultants. We cannot assure
you that we will be successful in continuing to receive uninterrupted and quality services from our third-party consultants.
Any disruption or inefficiency in the services provided by our third-party consultants could interrupt our business operations
and damage our reputation.

Our Registered Office and one of our branch offices is not owned by us. In the event we lose such rights, our business,
financial condition and results of operations and cash flows could be adversely affected.

Our registered office situated at 2" Floor, Concord Anthuriams, Neeladri Rd No 49,50,51 Doddathogur Vill, Electronic
City, PO Begur Hobli, Bangalore — 560 100, Karnataka, India is not owned by us and is taken lease basis from Ms. M
Ammaiah for a period of eleven months. Further, one of our branch offices situated at “Chitra Meadows”, Site Number 39,
Khata Number 74/2, Mylasandra Village, Begur Hobli, Bangalore — 560 100, Karnataka, India, is owned by our Promoter,
Ms. Manisha Sharma for which NOC has been provided to our Company. Our Company has not entered into an agreement
with the Promoter to use the premises as our branch office. Our Promoter Ms. Manisha Sharma has given premise on rent
free basis. In the event our promoter revokes the NOC, we may be required to vacate our office and identify alternative
premises. Further, we cannot assure you that we will be able to continue the above arrangement on commercially acceptable
/ favourable terms in future. For further details, see section “Our Business” beginning on page 89 of this Prospectus. If we
are required to vacate the current premises, we would be required to make alternative arrangements for new offices and
other infrastructure, and we cannot assure that the new arrangements will be on commercially acceptable/favourable terms.
If we are required to relocate our business operations during this period, we may suffer a disruption in our operations or
have to pay higher charges, which could have an adverse effect on our business, prospects, results of operations and
financial condition.

Our Industry is labour intensive and our business operations may be materially adversely affected by strikes, work
stoppages or increased wage demands by our employees or those of our suppliers.

Our industry being labour intensive is dependent on labour force for carrying out its manufacturing operations and software
development and staffing services. Shortage of skilled/unskilled personnel or work stoppages caused by disagreements with
employees could have an adverse effect on our business and results of operations. Though we have not experienced any
major disruptions in our business operations due to disputes or other problems with our work force in the past; however,
there can be no assurance that we will not experience such disruptions in the future. Such disruptions may adversely affect
our business and results of operations and may also divert the management’s attention and result in increased costs.

India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed
procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes certain
financial obligations on employers upon retrenchment. We are also subject to laws and regulations governing relationships
with employees, in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and
terminating of employees and work permits. Although our employees are not currently unionized, there can be no assurance
that they will not unionize in the future. If our employees unionize, it may become difficult for us to maintain, flexible
labour policies, and we may face the threat of labour unrest, work stoppages and diversion of our management’s attention
due to union intervention, which may have a material adverse impact on our business, results of operations and financial
condition.

We require working capital for our smooth day-to-day operations of business and any discontinuance or our inability to
acquire adequate working capital timely and on favourable terms may have an adverse effect on our operations,
profitability and growth prospects.

Our business demands working capital requirements. In case there are insufficient cash flows to meet our working capital
requirement or we are unable to arrange the same from other sources or there are delays in disbursement of arranged funds,
or we are unable to procure funds on favourable terms, it may result into our inability to finance our working capital needs
ona timely basis which may have an adverse effect on our operations, profitability and growth prospects.

Our Company has entered into related party transactions in the past and may continue to enter into related party
transactions in the future, which may potentially involve conflicts of interest with the equity shareholders.

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Our Company have entered into certain related party transactions with our Promoter and Directors in the past. For details,
please see “Annexure J (ii) of Restated Financial Statements” under the chapter titled “Restated Financial Statements”
beginning on page 137 of this Prospectus. While our Company believes that all such transactions have been conducted on
the arm’s length basis, there can be no assurance that it could not have been achieved on more favourable terms had such
transactions not been entered into with unrelated parties. Further, it is likely that we may enter into related party transactions
in the future and such transactions may potentially involve conflicts of interest. In terms of the Companies Act, 2013 and
SEBI LODR Regulations, we are required to adhere to various compliance requirements such as obtaining prior approvals
from our Audit Committee, Board and Shareholders for certain party transactions and our undertakes that such related party
transactions shall not be done against the interests of the Company and its shareholders as prescribed in the SEBI LODR
Regulations. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse
effect on our financial condition and results of operations.

The shortage or non-availability of power facilities may adversely affect our software and printing process and may have
an adverse impact on our results of operations and financial condition.

Our software and printing process requires substantial amount of power. Currently our power requirement is fulfilled by
the supply from Bangalore Electricity Supply Company Limited in addition to the. Further, our company has also installed
inverter of 7500/720V and 12V-100AH at our registered office. However, we can’t assure that our facility will be
operational during the power failure. Any disruption/non availability of power or any failure on our part to arrange alternate
source of electricity supply, in a timely manner and at acceptable cost shall directly affect our process which in turn shall
have an impact on our operations and results of our company.

There may have been instances of delays/ non-filing/ non-compliance in the past with certain statutory authorities with
certain provision of statutory regulations applicable to us. If the authorities impose monetary penalties on us or take
certain punitive actions against our Company in relation to the same, our business, financial condition and results of
operations could be adversely affected.

 

In the past, there may have been some instances of delays/ non-filing/ non-compliance in the past with certain statutory
authorities with certain provision of statutory regulations applicable to us, such as our company had amended its main
object clause of the MOA to reflect addition of the clauses vide shareholders’ resolution dated March 15, 2021, however
Form MGT-14 for the same was filed on October 26, 2021 along with additional fees. Further, our company had appointed
its First Auditors in Board Meeting dated March 04, 2019 but has filed Form ADT-1 on November 11, 2021 along with
additional fees. It was inadvertently mentioned in the form for 5 years instead of 1 year. However, the auditor has resigned
as the auditor of the company and new auditors have been appointed in place.

While no legal proceedings or regulatory action has been initiated against our Company in relation to such non-compliance
or instances of non-filings or incorrect filings or delays in filing statutory forms with the RoC as of the date of this
Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be initiated against our Company
in future and we cannot assure you that we will not be subject to penalties imposed by regulatory authorities in this respect.
Therefore, if the authorities impose monetary penalties on us or take certain punitive actions against our Company in
relation to the same or in case any claim for gratuity matures, our business, financial condition and results of operations
could be adversely affected.

Our inability to obtain, renew or maintain our statutory and regulatory permits and approvals required to operate our
business may have a material adverse effect on our business, financial condition and results of operations.

We will be required to renew permits and approvals in relation to our existing operations and obtain new permits and
approvals for any proposed operations as may be required under the applicable laws of the sector or region that we are
operating in. There can be no that will or any of permits or approvals in the time-frame anticipated by us or at all. Our
failure to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and
may have a material adverse effect on our business, financial condition and results of operations. Compliance with many
of the regulations applicable to our operations may involve incurring costs and otherwise may impose restrictions on our
operations. Previously, we were a Private Limited Company (OPC) in the name of “Ekennis Software Service Private
(OPC) Limited” after complying with the relevant provisions and procedures of Companies Act 2013, the firm was
converted into public limited company followed by the name change of the company to “Ekennis Software Service
Limited”. There are some of the approvals which are in the previous name, we are taking necessary steps for transferring
the same in the new name of our company. In case we fail to transfer/obtain the same in the name of our company same
may adversely affect our business or we may not be able to carry our business. We cannot assure you that we will not be
subject to any adverse regulatory action in the future. If the interpretation of the regulators and authorities varies from our
interpretation, we may be subject to penalties and the business of our Company could be adversely affected. If we fail to
obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our business may be

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adversely affected. If we fail to comply, or a regulator claims we have not complied, with any of the terms and conditions
stipulated under any of our licenses or permits, one or several of our licenses and certificates may be suspended or cancelled
and we shall not be able to carry on the activities permitted thereunder. For further information, see “Government and Other
Statutory Approvals” beginning on page 154 of this Prospectus.

Interruptions or performance problems associated with our technology and infrastructure may harm our business and
results of operations.

Our continued growth depends in part on the ability of our existing and potential customers to access our solutions at any
time. Although there have not been instances in the past where interruptions or problems with our technology and
infrastructure have caused performance issues, we may in future experience disruptions, data loss, outages and other
performance problems with our technology infrastructure due to a variety of factors, including infrastructure changes,
introductions of new functionality, human or software errors, capacity constraints, denial of service attacks or other security-
related incidents. In some instances, we may not be able to identify the cause or causes of these performance problems
within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance,
especially during peak usage times and as our products and websites of our customers become more complex and user
traffic increases. If our products and websites of our customers are unavailable or if users of such products and websites
are unable to access products and websites within a reasonable amount of time, or at all, our business would also be harmed.
Any disruptions in these services, including as a result of actions outside of our control, would significantly impact the
continued performance of our products. Any loss of the right to use any of these services could result in decreased
functionality of our products until equivalent technology is either developed by us or, if available from another provider, is
identified, obtained and integrated into our infrastructure. To the extent that we do not effectively address capacity
constraints, upgrade our systems as needed, and continually develop our technology and network architecture to
accommodate actual and anticipated changes in technology, our business, results of operations and financial condition could
be harmed.

We continue to explore the diversification of our business and the implementation of new models and services. These
diversifications and our other strategic initiatives may not be successful, which may adversely affect our business and
results of operations.

In order to achieve our goal, we are constantly evaluating the possibilities of expanding our business through new models,
innovations and/or starting new services. Although we believe that there are synergies between our current business and
our expansion plans, we do have experience or expertise in these new areas. These new businesses and modes of delivery
and the implementation of our strategic initiatives may pose significant challenges to our administrative, financial and
operational resources, and additional risks, including some of which we are not aware of. The early stages and evolving
nature of some of our businesses also make it difficult to predict competition and consumer demand therein. Our strategic
initiatives require capital and other resources, as well as management attention, which could place a burden on our
resources and abilities. In addition, we cannot assure you that we will be successful in implementing any or all of our key
strategic initiatives. If we are unable to successfully implement some or all of our key strategic initiatives in an effective
and timely manner, or at all, our ability to maintain and improve our leading market position may be negatively impacted,
which may have an adverse effect on our business market position, brand name, financial condition and results of
operations.

Significant disruptions in our information technology systems or breaches of data security could adversely affect our
business and reputation.

We may also face cyber threats such as: (i) Phishing and Trojans - targeting our customers, wherein fraudsters send
unsolicited codes or mails to our customers seeking account sensitive information or to infect customer machines to search
and attempt ex-filtration of account sensitive information; (ii) Hacking — wherein attackers seek to hack into our
infrastructure with the primary intention of causing reputational damage to us by disrupting services; (iii) Data theft — This
can be internal i.e. by someone who has access to data of our Company or external wherein unconnected cyber criminals
may attempt to intrude into our network with the intention of stealing our data or information; and (iv) Advanced persistent
threat — a network attack in which an unauthorized person gains access to our network and remains undetected for a long
period of time In the event of a significant decline in the demand for our products, our business, results of operations and
financial condition may be materially and adversely affected.

Our systems are potentially vulnerable to data security breaches, whether by our employees, or our service providers or
others that may expose sensitive data to unauthorized persons. We process and transfer data, including personal
information, financial information and other confidential data provided to us by our clients. Although we maintain systems
and procedures to prevent unauthorized access and other security breaches, it is possible that unauthorized individuals
could improperly access our systems, or improperly obtain or disclose sensitive data that we process or handle. Data
security breaches could lead to the loss of intellectual property or could lead to the public exposure of personal information

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(including sensitive financial and personal information) of our clients’ investors or our employees. Any such security
breaches or compromises of technology systems could result in institution of legal proceedings and penalties, which may
have an adverse effect on our business and reputation.

If we are unable to source business opportunities effectively, we may not achieve our financial objectives.

Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and accomplish business
opportunities. To grow our business, we will need to hire, train, supervise and manage new employees and to implement
systems capable of effectively accommodating our growth. However, we cannot assure you that any such employees will
contribute to the success of our business or that we will implement such systems effectively. Our failure to source business
opportunities effectively could have a material adverse effect on our business, financial condition and results of operations.
It is also possible that the strategies used by us in the future may be different from those presently in use. No assurance can
be given that our analyses of market and other data or the strategies we use or plans in future to use will be successful under
various market conditions.

We are dependent on a number of key managerial personnel, including our senior management, and the loss of or our
inability to attract or retain such persons with specialized technical know-how could adversely affect our business,
results of operations, cash flows and financial condition.

Our performance depends largely on the efforts and abilities of our senior management and other key managerial personnel,
including our present officers who have specialized technical know-how. The inputs and experience of our senior
management and key managerial personnel are valuable for the development of our business and operations strategy. We
cannot assure you that we will be able to retain these employees or find adequate replacements in a timely manner, or at
all. Our Company does not maintain any director’s and officer’s insurance policy. The loss of the services of such persons
could have an adverse effect on our business, results of operations, cash flows and financial condition. For further details
on the senior management and key managerial personnel of our Company, please refer to the chapter titled “Our
Management” beginning on page 119 of this Prospectus.

We have not entered into any long-term contracts with any of our customers and typically operate on the basis of work
orders, which could adversely impact our revenue and profitability.

We generally do not have any long-term contracts with our customers and we provide services on basis of regular work
order with our customers which could adversely affect the business of our company. We cater our services on an order-
to-order basis. Our customers can terminate their relationship with us by giving notice and as such terms and conditions
as mutually agreed upon, which could materially and adversely impact our business. Although we believe that we have
satisfactory business relation with our customers and have received business from them in the past there can be no
assurance that we will receive business in future from them and may affect our profitability.

Our Promoter and Promoter Group will continue to retain significant control in our Company, which will allow them
to influence the outcome of matters submitted to shareholders for approval.

As of the date of this Prospectus, our Promoter and Promoter Group hold 100% of pre-Issue share capital of our Company.
Furthermore, after the completion of this Issue, our Promoter and Promoter Group will control, directly or indirectly our
Company and continue to hold substantial percentage of the issued and paid-up equity share capital of our Company. As
a result, our Promoter and Promoter Group will continue to exercise significant control over us, including being able to
control the composition of our Board and determine decisions requiring simple or special majority voting of shareholders,
and our other shareholders may be unable to affect the outcome of such voting. Our Promoter and Promoter Group may
take or block actions with respect to our business which may conflict with the best interests of our Company or that of
minority shareholders. We cannot assure you that our Promoter and Promoter Group will exercise their rights as
shareholders to the benefit and best interest of our Company.

In addition to normal remuneration, other benefits and reimbursement of expenses some of our directors (including our
Promoter) are interested in our Company to the extent of their shareholding and dividend entitlement in our Company.

Some of our directors (including our Promoter) are interested in our Company to the extent of their shareholding and
dividend entitlement in our Company, in addition to normal remuneration or benefits and reimbursement of expenses. We
cannot assure you that our directors would always exercise their rights as shareholders to the benefit and best interest of
our Company. For further information, see the chapters titled “Our Management” and “Our Promoter and Promoter Group”
beginning on page 119 and 131 respectively of this Prospectus and the section titled “Financial Information” beginning on
page 137 of this Prospectus.

Our actual results could differ from the estimates and projections used to prepare our financial statements.

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The estimates and projections are based on and reflect our current expectations, assumptions and/ or projections as well as
our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and
reasonable under the circumstances. There can be no assurance that our expectations, estimates, assumptions and/or
projections, including with respect to the future earnings and performance will prove to be correct or that any of our
expectations, estimates or projections will be achieved.

Certain agreements may be inadequately stamped or may not have been registered as a result of which our operations
may be adversely affected.

Few of our agreements may not be stamped adequately or registered. The effect of inadequate stamping is that the document
is not admissible as evidence in legal proceedings and parties to that agreement may not be able to legally enforce the same,
except after paying a penalty for inadequate stamping. The effect of nonregistration, in certain cases, is to make the
document inadmissible in legal proceedings. Any potential dispute due to non-compliance of local laws relating to stamp
duty and registration may adversely impact the operations of our Company.

Our Company’s insurance coverage may not be adequate to protect us against all material hazards which may result in
disruptions of operations/monetary loss on account of stoppage of work.

Our operations are subject to various risks inherent in manufacturing and distribution of software and printing and
packaging industry as well as theft, earthquake, flood, acts of terrorism and other events beyond our control. We maintain
insurance policies customary for our industry to cover certain risks, including employees’ health insurance, standard fire
and special perils, burglary. Our Company’s insurance cover as on the date of January 15, 2022 is approximately 88 Lakhs
in respect of its total assets which stood at = 74.25 Lakhs as of January 15, 2022. Consequently, our Company’s insurance
cover as a percentage of total assets as of January 15, 2022 was approximately 118.52%. For further information, see “Our
Business” beginning on page 89 of this Prospectus. Notwithstanding the insurance coverage that we carry, the occurrence
of an event that causes losses in excess of the limits specified in our policies, or losses from not by insurance policies, could
harm our financial condition, business and future results of operations. We cannot provide any assurance that our insurance
will be sufficient or effective under all circumstances and against all risks to which we may be subject. However, in some
cases, we may not have obtained the required insurance coverage or such insurance policies may have lapsed. For instance,
we currently do not maintain any insurance against cyber-crime, corporate general liability or key-man insurance. In
addition, our insurance policies may not continue to be available on reasonable terms, at economically acceptable premiums,
or at all. There can be no assurance that any claims filed will be honoured fully or timely under our insurance policies.
Also, our financial condition may be affected to the extent we suffer any loss or damage that is not covered by insurance
or which exceeds our insurance coverage.

If we fail to maintain an effective system of internal controls, we may not be able to successfully manage, or accurately
report, our financial risks.

Effective internal controls are necessary for us to prepare reliable and avoid fraud. Moreover, any internal controls that we
may implement, or our level of compliance with such controls, may deteriorate over time, due to evolving business
conditions. We cannot assure you that deficiencies in our internal controls will not arise in the future, or that we will be
able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal
controls. Any inability on our part to adequately detect, rectify or mitigate any such deficiencies in our internal controls
may affect ability to accurately report, or successfully manage, our financial risks, and to avoid fraud, which may in turn
adversely affect our business, financial condition or results of operations.

Our Company has considered different financial year in Income Tax and ROC.

Our Company has filed the income tax return for the one-month period from February 28, 2019 to March 31, 2019 under
Income Tax Act, 1961. Further the first financial year of our company was from the date of incorporation i.e., February 28,
2019 to March 31, 2020 as per the section 2(41) of The Companies Act, 2013 and our company has filed the Annual Forms
with RoC accordingly. Any discrepancies in the reporting, may adversely affect the business of our Company.

Our Company does not have a listed peer which is engaged in a similar line of business or whose business is comparable
with our and therefore, investors must rely on their own examination of accounting ratios of our Company for the
purposes of investment in the Issue.

As on the date of this Prospectus, there are no companies which are involved exclusively is a business similar to ours, which

are listed on the Indian stock exchanges and accordingly, we are not in a position to provide comparative analysis of our
performance with any listed company. Therefore, investors must rely on their own examination of accounting ratios of our

31
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44,

Company for the purposes of investment in the Issue. For further information, see “Basis for Issue Price” beginning on
page 67 of this Prospectus.

Product development is a long, expensive and uncertain process and our current expenditure in product development
may not provide a sufficient or timely return.

The development of our products is a costly, complex and time-consuming process, and the investment in their development
often involves a long wait until a return is achieved on such an investment. We have made, and will continue to make,
significant investments in product development and related product opportunities. Investments in new technology and
processes are inherently speculative. Commercial success depends on many factors, including the degree of innovation of
the software products and services developed and effective distribution and marketing. Such expenditure may adversely
affect our operating results if they are not offset by corresponding and timely revenue increases. We must continue to
dedicate a significant number of resources to our research and development efforts in order to maintain our competitive
position. However, significant revenues from new software product and service investments may not be achieved for a
number of years, or at all. Moreover, new software products and services may not be profitable, and even if they are
profitable, operating margins for new software products and services may not be in line with the margins we have
experienced for our existing or historical software products and services.

Moreover, we may determine that certain products or services do not have sufficient potential to warrant the continued
allocation of resources and accordingly, we may elect to terminate the development of such products. If we terminate a
product in development in which we have invested significant resources, our prospects may suffer, as we will have
expended resources on a project that will not provide any return on our investment and also may have missed the opportunity
to have allocated those resources to potentially more productive uses. In turn, this may adversely impact our business,
operating results and financial condition.

If security measures implemented by us are compromised or if our products and services are perceived as vulnerable,
our operations could be materially adversely affected.

Our products and services store, retrieve and manage our customers’ information and data, external data, as well as our
own data. Third parties may identify and exploit product and service vulnerabilities, penetrate or bypass our security
measures, and gain unauthorized access to our or our customers’, partners’ and suppliers’ software and cloud offerings,
networks and systems, any of which could lead to the compromise of personal information or the confidential information
or our data or that of our customers. Data may be accessed or modified improperly as a result of customer, partner, employee
or supplier error or misconduct and third parties may attempt to fraudulently induce customers, partners, employees or
suppliers into disclosing sensitive information such as user names, passwords or other information in order to gain access
to our data, our customers’, suppliers’ or partners’ data or our IT systems, customers, suppliers or partners.

High-profile security breaches at companies have increased in recent years, and security industry experts and government
officials have warned about the risks of hackers and cyber-attacks targeting IT products and businesses. These risks will
increase as we continue to grow our offerings and store and process increasingly large amounts of data, including personal
information and our customers’ confidential information and data and other external data, especially in customer sectors
involving particularly sensitive data such as healthcare, financial services and the government.

Further, as privacy and data protection become more sensitive issues in India, we may also become exposed to potential
liabilities. For instance, under the Information Technology Act, 2000, as amended, we are subject to civil liability for
wrongful loss or gain arising from any negligence by us in implementing and maintaining reasonable security practices and
procedures with respect to sensitive personal data or information on our computer systems, networks, databases and
software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices
and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the
collection, use and disclosure of personal information. Any systems failure or security breach or lapse on our part or on the
part of our employees that results in the release of user data could harm our reputation and brand and, consequently, our
business, in addition to exposing us to potential legal liability.

We could suffer significant damage to our brand and reputation if a cyber-attack or other security incident were to allow
unauthorized access to or modification of our customers’ or suppliers’ data, other external data, or our own data or our IT
systems or if the services we provide to our customers were disrupted, or if our products or services are perceived as having
security vulnerabilities. Customers could lose confidence in the security and reliability of our products and services, and
this could lead to fewer customers using our products and services and result in reduced revenue and earnings. The costs
we may incur to address and fix these security incidents would increase our expenses. These types of security incidents
could also lead to breach of contracts with customers, lawsuits, regulatory investigations and claims and increased legal
liability, including contractual costs related to customer notification and fraud monitoring, all of which could materially
adversely affect us.

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45,

46.

47,

48.

49,

The proper functioning of our solutions may be impaired by fraudulent or malicious activity, including non-human
traffic.

It is possible that fraudulent or malicious activity, including non-human traffic, could impair the proper functioning of our
solutions. For instance, the use of bots or other automated or manual mechanisms could adversely affect the performance
of our services and solutions. It may be difficult to detect fraudulent or malicious activity, particularly because the
perpetrators of such activity may have significant resources at their disposal, may frequently change their tactics and may
become more sophisticated, requiring us to update, upgrade and improve our processes for detecting and controlling such
activity. Such fraudulent or malicious activity could result in negative publicity and reputational harm and require
significant additional management time and attention. Further, if we fail to detect or prevent fraudulent or malicious activity
in a timely manner, or at all, our customers may experience or perceive a reduced return on their investment or heightened
risk associated with the use of our products and services, resulting in refusals to pay, demands for refunds, loss of
confidence, withdrawal of future business and potential legal claims.

Our client’s proprietary rights may be misappropriated by our employees in violation of applicable confidentiality and
non-disclosure agreements and as a result, cause us to breach our contractual obligations in relation to such proprietary
rights.

We can give no assurance that the steps taken by us will be adequate to enforce our client’s intellectual property rights or
to adequately prevent the disclosure of confidential information by an employee or subcontractor or a subcontractor’s
employee. If our client’s proprietary rights are misappropriated by our employees in violation of any applicable
confidentiality agreements or otherwise, our clients may consider us liable for that act and seek damages and compensation
from us. In addition, our client contracts may require us to comply with certain security obligations including maintenance
of network security, back-up of data, ensuring our network is virus free and ensuring the credentials of our people that work
with our clients. We cannot assure you that the existing security measures shall be adequate or we will be able to comply
with all such obligations and that we will not incur liability nor have a claim for substantial damages against us.

Increases in wages for IT professionals could reduce our cash flows and profit margins.

Historically, wage costs in the Indian IT services industry have been significantly lower than wage costs in developed
countries for comparable skilled technical personnel, which has been one of India’s competitive strengths. However, wage
increases in India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins.
In the long term, wage increases may make us less competitive unless we are able to continue increasing the efficiency and
productivity of our professionals and the quality of our services and the prices we can charge for our products and services.
Increases in wages, including an increase in the cash component of our compensation expenses, may reduce our cash flows
and our profit margins and have a material adverse effect on our business, financial conditions and results of operations.

We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business strategies effectively. Even
though we have successfully executed our business strategies in the past, there is no guarantee that we can implement the
same on time and within the estimated budget going forward, or that we will be able to meet the expectations of our targeted
clients. Changes in regulations applicable to us may also make it difficult to implement our business strategies. Failure to
implement our business strategies would have a material adverse effect on our business and results of operations.

Industry information included in this Prospectus has been derived from industry reports. There can be no assurance
that such third-party statistical, financial and other industry information is either complete or accurate.

We have relied on the reports of certain independent third party for purposes of inclusion of such information in this
Prospectus. These reports are subject to various limitations and based upon certain assumptions that are subjective in nature.
We have not independently verified data from such industry reports and other sources. Although we believe that the data
may be considered to be reliable, their accuracy, completeness and underlying assumptions are not guaranteed and their
dependability cannot be assured. While we have taken reasonable care in the reproduction of the information, the
information has not been prepared or independently verified by us or any of our respective affiliates or advisors and,
therefore, we make no representation or warranty, express or implied, as to the accuracy or completeness of such facts and
statistics. Due to possibly flawed or ineffective collection methods or discrepancies between published information and
market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced
for other economies and should not be unduly relied upon. Further, there is no assurance that they are stated or compiled
on the same basis or with the same degree of accuracy as may be the case elsewhere. Statements from third parties that
involve estimates are subject to change, and actual amounts may differ materially from those included in this Prospectus.

33
50.

51.

52.

53.

54,

55.

Within the parameters as mentioned in the chapter titled “Objects of the Issue” beginning on page 61 of this Prospectus,
our Company’s management will have flexibility in applying the proceeds of this Issue. The fund requirement and
deployment mentioned in the Objects of this Issue have not been appraised by any bank or financial institution.

We intend to use entire Issue Proceeds towards purchasing of plant and machinery for our branch offices, meeting the
working capital requirement and general corporate purpose. We intend to deploy the Net Issue Proceeds in financial year
2021-22 and next years and such deployment is based on certain assumptions and strategy which our Company believes to
implement in future. The funds raised from the Issue may remain idle on account of change in assumptions, market
conditions, strategy of our Company, etc., For further details on the use of the Issue Proceeds, please refer chapter titled
“Objects of the Issue” beginning on page 61 of this Prospectus.

The deployment of funds for the purposes described above is at the discretion of our Company’s Board of Directors. The
fund requirement and deployment are based on internal management estimates and has not been appraised by any bank or
financial institution. Accordingly, within the parameters as mentioned in the chapter titled “Objects of the Issue” beginning
on page 61 of this Prospectus, the Management will have significant flexibility in applying the proceeds received by our
Company from the Issue. Our Board of Directors will monitor the proceeds of this Issue.

The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be purely
dependent on the discretion of the management of our Company.

Since the issue size is less than 710,000 Lakhs, there is no mandatory requirement of appointing an Independent Monitoring
Agency for overseeing the deployment of utilization of funds raised through this Issue. The deployment of these funds
raised through this Issue, is hence, at the discretion of the management and the Board of Directors of our Company and will
not be subject to monitoring by any independent agency. Any inability on our part to effectively utilize the Issue proceeds
could adversely affect our financials.

Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working
capital requirements, capital expenditure and restrictive covenants in our financing arrangements.

We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may
not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends
will be at the discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant,
including among others, our results of operations, financial condition, cash requirements, business prospects and any other
financing arrangements. Accordingly, realization of a gain on shareholders investments may largely depend upon the
appreciation of the price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate in value.
For details of our dividend history, see “Dividend Policy” beginning on page 136 of this Prospectus.

Managing employee benefit pressures in India may prevent us from sustaining our competitive advantage which could
adversely affect our business prospects and future financial performance.

Employee benefits represent a major expense for us and our ability to maintain or reduce such costs is critical for our
business operations. We may be required to increase employee compensation levels to remain competitive and manage
attrition, and consequently we may need to increase the prices of our products and services. An increase in wages/ salaries
paid to our employees may result in a material adverse effect on our profits in the event that we are unable to pass on such
increased expenditure to our users or customers without losing their business to our competitors. Likewise, if we are unable
to sustain or increase the number of employees as necessary to meet growing demand, our business, financial condition and
results of operations could be adversely affected.

In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of
the objects / schedule of implementation of this Issue which would in turn affect our revenues and results of operations.

The funds that we receive would be utilized for the Objects of the Issue as has been stated in the Chapter “Objects of the
Issue” beginning on page 61 of this Prospectus. The proposed schedule of implementation of the objects of the Issue is
based on our management's estimates. If the schedule of implementation is delayed for any other reason whatsoever,
including any delay in the completion of the Issue, we may have to revise our business and development plans resulting in
unprecedented financial mismatch and this may adversely affect our revenues and results of operations.

We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Issue. Further

we have not identified any alternate source of financing the Objects of the Issue. Any shortfall in raising / meeting the
same could adversely affect our growth plans, business operations and financial condition

34
56.

57.

58.

59.

60.

61.

As on date of this Prospectus, we have not made any alternate arrangements for meeting our capital requirements for some
of the objects of the issue. We meet our capital requirements through, owned funds and internal accruals. Any shortfall in
our net owned funds, internal accruals and our inability to raise debt in future would result in us being unable to meet our
capital requirements, which in turn will negatively affect our financial condition and results of operations. Further we have
not identified any alternate source of funding and hence any failure or delay on our part to raise money from this offer or
any shortfall in the issue proceeds may delay the implementation schedule and could adversely affect our growth plans. For
further details, please refer to the chapter titled “Objects of the Issue” beginning on page 61 of this Prospectus.

We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could
adversely affect our financial condition, results of operations and reputation.

Employee misconduct or errors could expose us to business risks or losses, including termination of our contracts,
regulatory sanctions and serious harm to our reputation. There can be no assurance that we will be able to detect or deter
such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases.
Our employees and other professionals, agents and / or technicians may also commit errors that could subject us to claims
and proceedings for alleged negligence, as well as regulatory actions on account of which our business, financial condition,
results of operations and goodwill could be adversely affected.

ISSUE RELATED RISKS
An investment in the Equity Shares is subject to general risk related to investments in Indian Companies.

Our Company is incorporated in India and all of our assets and employees are located in India. Consequently, our business,
results of operations, financial condition and the market price of the Equity Shares will be affected by changes in interest
rates in India, policies of the Government of India, including taxation policies along with policies relating to industry,
political, social and economic developments affecting India.

Any variation in the utilization of the Net Proceeds of the Issue as disclosed in this Prospectus shall be subject to certain
compliance requirements, including prior Shareholders’ approval.

We propose to utilize the Net Proceeds for funding working capital requirements and general corporate purposes. For further
details of the proposed objects of the Issue, please see chapter titled “Objects of the Issue” beginning on page 61 of this
Prospectus. In accordance with Section 27 of the Companies Act, 2013, we cannot undertake any variation in the utilization
of the Net Proceeds from the Issue as disclosed in this Prospectus without obtaining the shareholders’ approval through a
special resolution. In the event of any such circumstances that requires us to undertake variation in the disclosed utilisation
of the Net Proceeds, we may not be able to obtain the Shareholders’ approval in a timely manner, or at all. Any delay or
inability in obtaining such Shareholders’ approval may adversely affect our business or operations. Further, our Promoter
or controlling shareholders would be required to provide an exit opportunity to the shareholders who do not agree with our
proposal to modify the objects of the Issue as prescribed in the SEBI ICDR Regulations. If our shareholders exercise such
exit option, our business and financial condition could be adversely affected. Therefore, we may not be able to undertake
variation of objects of the Issue to use any unutilized proceeds of the Issue, if any, even if such variation is in the interest
of our Company, which may restrict our ability to respond to any change in our business or financial condition, and may
adversely affect our business and results of operations.

We have issued Equity Shares during the last one year at a price below the Issue Price.

During the last one year we have issued Equity Shares at a price lower than the Issue Price. For further details, see “Capital
Structure” on page 52 of this Prospectus. The prices at which Equity Shares have been issued by us in last one year should
not be taken to be indicative of the Issue Price and the trading price of our Equity Shares after listing.

The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue.

The Issue Price of the Equity Shares will be determined by our Company in consultation with the and the Lead Manager,
and through Fixed Price Process. This price will be based on numerous factors, as described under “Basis for Issue Price”
beginning on page 67 of this Prospectus and may not be indicative of the market price for the Equity Shares after the Issue.
The market price of the Equity Shares could be subject to significant fluctuations after the Issue, and may decline below
the Issue Price. We cannot assure you that the investor will be able to resell their Equity Shares at or above the Issue Price.

The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and

volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the
Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.

35
62.

63.

64.

65.

Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for the
Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Issue Price of the Equity
Shares is proposed to be determined through a fixed price process in accordance with the SEBI ICDR Regulations and may
not be indicative of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares or
at any time thereafter. The market price of the Equity Shares may be subject to significant fluctuations in response to,
among other factors, variations in our operating results of our Company, market conditions specific to the industry we
operate in, developments relating to India, volatility in securities markets in jurisdictions other than India, variations in the
growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in
economic, legal and other regulatory factors.

There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the BSE SME ina timely
manner or at all.

In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to the
Issue will not be granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will
require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay
in listing the Equity Shares on the BSE SME. Any failure or delay in obtaining the approval would restrict your ability to
dispose of your Equity Shares.

Any future issuance of Equity Shares may dilute your shareholding and sale of our Equity Shares by our Promoter or
other shareholders may adversely affect the trading price of the Equity Shares.

Any future equity issuances by us, including in a primary offering, may lead to the dilution of investors’ shareholdings in
our Company. Any future equity issuances by us or sales of our Equity Shares by our Promoter or other major shareholders
may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances or
sales might occur could also affect the trading price of our Equity Shares.

There are restrictions on daily weekly monthly movement in the price of the equity shares, which may adversely affect
the shareholder’ ability to sell for the price at which it can sell, equity shares at a particular point in time.

Once listed, we would be subject to circuit breakers imposed by the stock exchange, which does not allow transactions
beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of the
index- based market-wide circuit breakers generally imposed by SEBI. The percentage limit on circuit breakers is said by
the stock exchange based on the historical volatility in the price and trading volume of the Equity Shares. The stock
exchange does not inform us of the percentage limit of the circuit breaker in effect from time to time, and may change it
without our knowledge. This circuit breaker limits the upward and downward movements in the price of the Equity Shares.
As a result of the circuit breaker, no assurance may be given regarding your ability to sell your Equity Shares or the price
at which you may be able to sell your Equity Shares at any particular time.

You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under the Income-tax Act, 1961, capital gains arising from the sale of equity shares in an Indian Company are generally
taxable in India except any gain realized on the sale of shares on a Stock Exchange held for more than 12 months will not
be subject to capital gains tax in India if the Securities Transaction Tax (“STT”) has been paid on the transaction. The STT
will be levied on and collected by an Indian Stock Exchange on which equity shares are sold. Any gain realized on the sale
of shares held for more than 12 months to an Indian resident, which are sold other than on a recognized Stock Exchange
and as a result of which no STT has been paid, will be subject to long term capital gains tax in India. Further, any gain
realized on the sale of shares on a Stock Exchange held for a period of 12 months or less will be subject to short term capital
gains tax. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less which are sold
other than on a recognized stock exchange and on which no STT has been paid, will be subject to short term capital gains
tax at a relatively higher rate as compared to the transaction where STT has been paid in India.

In Finance Bill 2017, Section 10(38) was amended to provide that exemption under this section for income arising on
transfer of equity share acquired on or after 1st day of October, 2004 shall be available only if the acquisition of share is
chargeable to STT under Chapter VII of the Finance (No 2) Act, 2004. In this case, this provision becomes effective, sale
shares acquired on or after 1st day of October, 2004 on which STT was not charged will attract tax under provisions of
Long-Term Capital Gains.

As per Finance Bill 2018, exemption under section 10(38) for income arising from long term gains on transfer of equity
share shall not be available on or after 1st day of April, 2018 if the long-term capital gains exceed 21,00,000/- p.a. Such

36
66.

67.

68.

income arising from long term gains on transfer of equity share on or after 1st day of April, 2018 in excess of %1,00,000/-
p.a. shall be chargeable at the rate of 10%.

Capital gains arising from the sale of shares will be exempt from taxation in India in cases where an exemption is provided
under a tax treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not limit
India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well
as in their own jurisdictions on gains arising from a sale of the shares subject to relief available under the applicable tax
treaty or under the laws of their own jurisdiction.

The price of our Equity Shares may be volatile, or an active trading market for our Equity Shares may not develop.

Prior to this Issue, there has been no public market for our Equity Shares. Our Company and the Lead Manager have
appointed Market Maker for the equity shares of our Company. However, the trading price of our Equity Shares may
fluctuate after this Issue due to a variety of factors, including our results of operations and the performance of our business,
competitive conditions, general economic, political and social factors, the performance of the Indian and global economy
and significant developments in India’s fiscal regime, volatility in the Indian and global securities market, performance of
our competitors, the Indian Capital Markets and Finance industry, changes in the estimates of our performance or
recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic
partnership, joint ventures, or capital commitments.

Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which
may be material to investors assessments of Our Company's financial condition. Our failure to successfully adopt IFRS
may have an adverse effect on the price of our Equity Shares. The proposed adoption of IFRS could result in our
financial condition and results of operations appearing materially different than under Indian GAAP.

Our restated financial statements, including the financial statements provided in this Prospectus, are prepared in accordance
with Indian GAAP. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in
this Prospectus, nor do we provide a reconciliation of our financial statements to those of U.S. GAAP or IFRS. U.S. GAAP
and IFRS differ in significant respects from Indian GAAP. For details, refer chapter titled “Presentation of Financial
Industry and Market Data” beginning on Page 12 of this Prospectus.

Accordingly, the degree to which the Indian GAAP financial statements included in this Prospectus will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting practices. Any reliance by
persons not familiar with Indian accounting practices on the financial disclosures presented in this Prospectus should
accordingly be limited. India has decided to adopt the “Convergence of its existing standards with IFRS” and not the
“International Financial Reporting Standards” (“IFRS”), which was announced by the MCA, through the press note dated
January 22, 2010. These “IFRS based / synchronized Accounting Standards” are referred to in India as IND (AS). Public
companies in India, including our Company, may be required to prepare annual and interim financial statements under IND
(AS). The MCA, through a press release dated February 25, 2011, announced that it will implement the converged
accounting standards in a phased manner after various issues, including tax related issues, are resolved. Further, MCA
Notification dated February 16, 2015, has provided an exemption to the Companies proposing to list their shares on the
SME Exchange as per Chapter IX of the SEBI ICDR Regulations and hence the adoption of IND (AS) by a SME exchange
listed Company is voluntary. Accordingly, we have made no attempt to quantify or identify the impact of the differences
between Indian GAAP and IFRS or to quantify the impact of the difference between Indian GAAP and IFRS as applied to
its financial statements. There can be no assurance that the adoption of IND-AS will not affect our reported results of
operations or financial condition. Any failure to successfully adopt IND-AS may have an adverse effect on the trading price
of our Equity Shares. Currently, it is not possible to quantify whether our financial results will vary significantly due to the
convergence to IND (AS), given that the accounting principles laid down in the IND (AS) are to be applied to transactions
and balances carried in books of accounts as on the date of the applicability of the converged standards (i.e., IND (AS)) and
for future periods.

Moreover, if we volunteer for transition to IND (AS) reporting, the same may be hampered by increasing competition and
increased costs for the relatively small number of IND (AS)-experienced accounting personnel available as more Indian
companies begin to prepare IND (AS) financial statements. Any of these factors relating to the use of converged Indian
Accounting Standards may adversely affect our financial condition.

Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract foreign
investors, which may adversely impact the market price of the Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents

are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements
specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing

37
69.

70.

71.

guidelines or reporting requirements or fall under any of the exceptions referred to above, then the prior approval of the
RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from
the income tax authority. There can be no assurance that any approval required from the RBI or any other government
agency can be obtained on any particular terms or at all.

EXTERNAL RISKS
Natural calamities could have a negative impact on the Indian economy and cause our Company’s business to suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods etc. In recent years, the extent and severity
of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal rainfall or other
natural calamities could have a negative impact on the Indian economy, which could adversely affect our business,
prospects, financial condition and results of operations as well as the price of the Equity Shares.

Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could adversely affect
the financial markets, our business, financial condition and the price of our Equity Shares.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond our
control, could have a material adverse effect on India’s economy and our business. Incidents such as the terrorist attacks,
other incidents such as those in US, Indonesia, Madrid and London, and other acts of violence may adversely affect the
Indian stock markets where our Equity Shares will trade as well the global equity markets generally. Such acts could
negatively impact business sentiment as well as trade between countries, which could adversely affect our Company’s
business and profitability. Additionally, such events could have a material adverse effect on the market for securities of
Indian companies, including the Equity Shares.

If there is any change in tax laws or regulations, or their interpretation, such changes may significantly affect our
financial statements for the current and future years, which may have a material adverse effect on our financial position,
business and results of operations.

Having our business operations in multiple jurisdictions, we are subject to varying central and state tax regimes. The
applicable categories of taxes and tax rates also vary significantly from jurisdiction to jurisdiction, which may be amended
from time to time. The final determination of our tax liabilities involves the interpretation of local tax laws and related
regulations in each country as well as the significant use of estimates and assumptions regarding the scope of future
operations and results achieved and the timing and nature of income earned, and expenditure incurred. Our business and
financial performance may be adversely affected by unfavourable changes in or interpretations of existing, or the
promulgation of new laws, rules and regulations applicable to us and our business or the regulator enforcing them in any
one of those countries may adversely affect our results of operations.

To the extent that we are entitled to certain tax benefits in India which are available for a limited period of time, our
profitability will be affected if such benefits will no longer be available, or are reduced or withdrawn prematurely or if we
are subject to any dispute with the tax authorities in relation to these benefits or in the event, we are unable to comply with
the conditions required to be complied with in order to avail ourselves of each of these benefits. Please see “Statement of
Possible Tax Benefits” beginning on page 70 of this Prospectus for details in relation to possible tax benefits available to
our Company. In the event that any adverse development in the law or the manner of its implementation affects our ability
to benefit from these tax incentives, our business, results of operations, financial condition and prospects may be adversely
affected.

Changes in the operating environment, including changes in tax law, could impact the determination of our tax liabilities
for any given tax year. Taxes and other levies imposed by the Government of India that affect our industry include income
tax, goods and services tax and other taxes, duties or surcharges introduced from time to time. The tax scheme in India is
extensive and subject to change from time to time and any adverse changes in any of the taxes levied by the Government
of India may adversely affect our competitive position and profitability. We cannot assure you that the Government of India
may not implement new regulations and policies which will require us to obtain approvals and licenses from the
Government of India and other regulatory bodies or impose onerous requirements and conditions on our operations. Any
such changes and the related uncertainties with respect to the applicability, interpretation and implementation of any
amendment to, or change to governing laws, regulation or policy in the countries in which we operate may materially and
adversely affect our business, results of operations and financial condition. In addition, we may have to incur expenditure
to comply with the requirements of any new regulations, which may also materially harm our results of operations. We are
also subject to these risks in all our overseas operations depending on each specific country. Any unfavourable changes to
the laws and regulations applicable to us could also subject us to additional liabilities. As a result, any such changes or

38
72.

73.

74.

75.

interpretations may adversely affect our business, financial condition and financial performance. Further, changes in capital
gains tax or tax on capital market transactions or sale of shares may affect investor returns.

Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively
affect our stock price.

Global economic and political factors that are beyond our control, influence forecasts and directly affect performance.
These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation,
deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets, consumer debt
levels, unemployment trends and other matters that influence consumer confidence, spending and tourism. Increasing
volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude, which
may negatively affect our stock prices.

Political instability or a change in economic liberalization and deregulation policies could seriously harm business and
economic conditions in India generally and our business in particular.

The Government of India has traditionally exercised and continues to exercise influence over many aspects of the economy.
Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes in
Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting
India. The rate of economic liberalization could change, and specific laws and policies affecting the information technology
sector, foreign investment and other matters affecting investment in our securities could change as well. Any significant
change in such liberalization and deregulation policies could adversely affect business and economic conditions in India,
generally, and our business, prospects, financial condition and results of operations, in particular.

Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such
additional financing may be available. This could have an adverse effect on our business and future financial performance,
our ability to obtain financing for capital expenditures and the trading price of our Equity Shares.

The ability of Indian companies to raise foreign capital may be constrained by Indian law.

As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those
specified under FEMA. Such regulatory restrictions limit our financing sources for our projects under development and
hence could constrain our ability to obtain financing on competitive terms and refinance existing indebtedness. In addition,
we cannot assure you that the required approvals will be granted to us without onerous conditions, or at all. Limitations on
foreign debt may adversely affect our business growth, results of operations and financial condition.

39
SECTION IV - INTRODUCTION

THE ISSUE

 

4,00,000 Equity Shares of face value of 210/- each fully paid for
cash at a price of %72/- per Equity Share aggregating 2288.00
Lakhs

Equity Shares Issued“:
Present Issue of Equity Shares by our Company @)

Of which:

Issue Reserved for the Market Maker

 

 

22,400 Equity Shares of face value of %10/- each fully-paid up for
cash at a price of %72/- per Equity Share aggregating %16.13 Lakhs
3,77,600 Equity Shares of face value of 210/- each fully paid for
cash at a price of = 72/- per Equity Share aggregating = 271.87
Lakhs

Of which ®:

1,88,800 Equity Shares of having face value of %10/- each fully

 

 

 

 

 

 

 

ee Sue EDLG paid-up for cash at a price of %72/- per Equity Share will be
available for allocation for Investors of up to 2.00 Lakhs
1,88,800 Equity Shares of having face value of 210/- each fully
paid-up for cash at a price of %72/- per Equity Share will be
available for allocation for Investors of above 32.00 Lakhs
Equity shares outstanding prior to the Issue 10,00,000 Equity Shares of face value of 210/- each fully paid-up
Equity shares outstanding after the Issue 14,00,000 Equity Shares of face value of 210/- each fully paid-up
U Please refer to the chapter titled “Objects of the Issue” beginning
Ise of Net Proceeds

 

 

on page 61 of this Prospectus.

 

 

© This Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations, as amended from time to time.

© The present Issue has been authorized pursuant to a resolution of our Board dated January 04, 2022 and by Special
Resolution passed under Section 62(1)(c) of the Companies Act, 2013 at an Extra-Ordinary General Meeting of our
shareholders held on January 05, 2022.

© The allocation in the net Issue to the public category shall be made as per the requirements of Regulation 253(2) of SEBI
ICDR Regulations, as amended from time to time, which reads as follows:

(a) minimum fifty per cent to Retail Individual Investors; and
(b) remaining to:
i. individual applicants other than Retail Individual Investors; and
ii. other investors including corporate bodies or institutions, irrespective of the number of specified securities applied
for;

Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to
applicants in the other category.

Explanation - For the purpose of Regulation 253 (2), if the Retail Individual Investors category is entitled to more than fifty
per cent of the issue size on a proportionate basis, the Retail Individual Investors shall be allocated that higher percentage.

For further details please refer to the chapter titled “Issue Structure” beginning on page 173 of this Prospectus.

40
SUMMARY OF FINANCIAL INFORMATION

ANNEXURE - A: RESTATED STATEMENT OF ASSETS AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs. in Lakhs)
Sr. | Particulars Note | As at January | As at 31st March
No. No. | 15, 2022 2021 2020
A. _| Equity and Liabilities
1 Shareholders’ Funds
Share Capital Al 5.00 5.00 5.00
Reserves & Surplus A.2 187.72 117.51 22.60
Share application money pending - - -
allotment
2 Non-Current Liabilities
Long-Term Borrowings : - -
Other Non-Current Liabilities
Long-Term Provisions A3 14.19 8.88 -
Deferred Tax Liabilities (Net) - - -
3__| Current Liabilities
Short Term Borrowings AA 3.87 13.16 36.64
Trade Payables: AS
(A) total outstanding dues of micro - -
enterprises and small enterprises; and
(B) total outstanding dues of creditors other 7.09 26.61 4.79
than micro enterprises and small enterprises
Other Current Liabilities AG 58.42 49.84 87.67
Short Term Provisions A7 24.78 40.53 7.18
Total 301.07 261.53 163.87
B._| Assets
1 Non-Current Assets
Property, Plant and Equipment
Tangible Assets AB 74.07 38.47 13.78
Intangible Assets 0.18 - -
Non-Current Investments = = 2
Deferred Tax Assets ASI 4.27 9.39 0.50
Long Term Loans & Advances : - :
Other Non-Current Assets A.10 5.08 5.06 5.03
2 Current Assets
Current Investments = = =
Inventories All 3.11 3.11 =
Trade Receivables A.12 100.98 37.14 43.67
Cash and Cash Equivalents A.13 79.03 125.83 54.80
Short-Term Loans and Advances A.14 1.01 2.00 0.05
Other Current Assets A15 33.33 40.53 46.05
Total 301.07 261.53 163.87

 

 

 

 

 

 

Note: The above statements should be read with the significant accounting policies and notes to restated summary,
profits and losses and cash flows appearing in Annexure D, B & C

41

 
ANNEXURE - B: RESTATED STATEMENT OF PROFIT AND LOSS

(Rs. in Lakhs)

 

For the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr.No | Particulars Nore ended January Bor Vie Wear boded ait Marck
"| 15, 2022 2021 2020
A. Revenue:
Revenue from Operations BA 361.66 465.89 485.78
Other income B.2 5.52 2.78 0.00
Total revenue 367.18 468.67 485.78
B. Expenses:
Cost of Material Consumed B3 0.98 0.00 0.00
Change in Inventories of WIP, Finished
Goods & Stock in Trade 2 = =
Employees Benefit Expenses BA 219.28 312.94 416.24
Finance costs BS 0.59 2.93 0.29
Depreciation and Amortization B6 5.92 5.81 3.05
Other expenses B7 39.62 19.84 36.92
Total Expenses 266.38 341.52 456.50
Profit before exceptional and 100.79 127.14 29.28
extraordinary items and tax
Exceptional Items - - -
Profit before extraordinary items and 100.79 127.14 29.28
tax
Extraordinary items = = a
Profit before tax 100.79 127.14 29.28
Tax expense:
Current tax 25.47 41.12 7.18
Deferred Tax BB 5.12 (8.90) (0.50)
Profit (Loss) for the period from
continuing operations 70.20 94.92 22.60
Earning per equity share in Rs.:
(1) Basic 140.41 189.83 45.19
(2) Diluted 140.41 189.83 45.19

 

 

 

 

 

 

Note: The above statements should be read with the significant accounting policies and notes to restated summary,
profits and losses and cash flows appearing in Annexure D, A & C.

42

 
ANNEXURE - C: RESTATED STATEMENT OF CASH FLOWS

(Rs. in Lakhs)

 

For the period

For The Year Ended 31st

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ended January | March
15, 2022 2021 2020

A. CASH FLOW FROM OPERATING ACTIVITIES
Profit/ (Loss) before tax 100.79 127.14 29.28
Adjustments for:
Depreciation 5.92 5.81 3.05
Finance Cost 0.59 2.93 0.29
Gratuity/Leave Encashment Expenses BBL 8.89
Interest Income (1.62) - -
Operating profit before working capital changes 111.00 144.77 32.62
Movements in working capital:
(Increase)/Decrease in Inventories - (3.11) -
(Increase)/Decrease in Trade Receivables (63.84) 6.53 (43.67)
(Increase)/Decrease in Loans & Advances 0.99 (1.95) (0.05)
(Increase)/Decrease in Other Current Assets/ Non-Current Assets 7.21 5.52 (46.05)
Increase/(Decrease) in Trade Payables (19.52) 21.82 4.79
Increase/(Decrease) in Other Current Liabilities 8.58 (37.82) 87.67
Cash generated from operations 44.41 135.75 35.31
Income tax paid during the year 41.22 7.78 :
Net cash from operating activities (A) 3.19 127.97 35.31
B. CASH FLOW FROM INVESTING ACTIVITIES
Interest Income 1.62 - -
Purchase of Fixed Assets (41.71) (30.50) (16.83)
Increase in Other Non-Current Assets (0.03) (0.03) (5.03)
Net cash from investing activities (B) (40.12) (30.53) (21.86)
C. CASH FLOW FROM FINANCING ACTIVITIES
Interest paid on borrowings (0.59) (2.93) (0.29)
Proceeds from Share Capital - - 5.00
Proceeds/(Repayment) of Borrowings (9.29) (23.48) 36.64
Net cash from financing activities (C) (9.87) (26.41) 41.35
Net increase in cash and cash equivalents (A+B+C) (46.79) 71.03 54.80
Cash and cash equivalents at the beginning of the year 125.83 54.80 7
Cash and cash equivalents at the end of the year 79.03 125.83 54.80

 

Note: The above statements should be read with the significant accounting policies and notes to restated summary,

profits and losses and cash flows appearing in Annexure C, A & B.

43

 
GENERAL INFORMATION

Our company was originally incorporated as a One Person Company under the name “Ekennis Software Service (OPC)
Private Limited” under the provisions of the Companies Act, 2013 and certificate of incorporation was issued by the
Registrar of Companies, Central Registration Centre, Manesar on February 28, 2019. The status of our Company was
changed to public limited and the name of our Company was changed to “Ekennis Software Service Limited” vide Special
Resolution passed by the shareholders at the Annual General Meeting of our Company held on November 05, 2021. The
fresh certificate of incorporation consequent to conversion was issued on January 04, 2022 by the Registrar of Companies,
Bangalore. The Corporate Identification Number of our Company is U72900KA2019PLC122003.

For further details and details of changes in the registered office of our company, please refer to the chapter titled “History
and Certain Corporate Matters” beginning on page 116 of this Prospectus.

REGISTERED OFFICE

2" Floor, Concord Anthuriams,
Neeladri Rd No. 49,50,51
Dodathogur Vill, Electronic City,
Bangalore — 560 100,

Karnataka, India

Tel No: 080 — 4114 5095
Email: info@ekennis.com

Website: www.ekennis.com

 

REGISTRAR OF COMPANIES

ROC Bangalore

‘E’ Wing, 2" Floor, Kendriya Sadana,
Kormangala, Bangalore — 560 034,

Karnataka, India

Tel No.: 080 — 2563 3105/ 2553 7449/ 2563 3104
Fax No.: 080 — 2553 8531

Email id: roc.banglore@mca.gov.in
DESIGNATED STOCK EXCHANGE

BSE SME

25" Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai — 400 001,
Maharashtra, India

Tel No: 022 — 2272 1233/4

Website: www.bsesme.com

BOARD OF DIRECTORS

As on the date of this Prospectus, the Board of Directors of our Company comprises of the following:

 

 

 

 

 

 

 

 

 

 

Name Designation DIN Residential Address
Ghatinar & K-804, Concord Manhattan, Oppo. Wipro Gate-16,
Ms. Manisha Sharma . . 08377458 | Electronic City Phase-1, Bengaluru — 560 100,
Managing Director :
Karnataka, India
NaKRxeautive Fortune SY No. 43/1 Flat No 401, 3" Floor, B Block,
Ms. Ruchita Joshi . 09366575 | Godarapaiya Village, Hobli, Bengaluru — 560 091,
Director i
Karnataka, India
aye Non-Executive 553, Ganesh Nagar, Anandpura, At Phoota Talab, P.I.P,
Ms. Shilpi Sharma Independent Director 09370029 Kota — 324 005, Rajasthan, India
Ms. Urvashi | Non-Executive 09366633 76 A, Laxmi Nagar, Paota C Road, Jodhpur — 342 006,
Upadhyay Independent Director Rajasthan, India
Ms. Uma Non-Executive 1-91, Krishna Bhuvan, 3rd Road, Hindu Colony, Near
Chidambaram ‘ 08824361 | Bhagini Samaj, Dadar East, Mumbai — 400 014,
. Independent Director :
Krishnan Maharashtra, India

 

44

 
For detailed profile of our Board of Directors, please see chapter titled “Our Management” beginning on page 119 of this
Prospectus.

CHIEF FINANCIAL OFFICER

Mr. Tenneti Viswanadham

2" Floor, Concord Anthuriams,

Neeladri Rd No 49,50,51, Dodathogur Vill,
Electronic City, Bangalore — 560 100
Karnataka, India

Tel No: 080 — 4114 5095

Email: info@ekennis.com

COMPANY SECRETARY AND COMPLIANCE OFFICER

Ms. Sonali

2" Floor, Concord Anthuriams,

Neeladri Rd No 49,50,51, Dodathogur Vill,
Electronic City, Bangalore — 560 100
Karnataka, India

Tel No: 080 — 4114 5095

Email: info@ekennis.com

INVESTOR GRIEVANCES

Investors may contact the Company Secretary and Compliance Officer and /or the Registrar to the Issue and/or Lead
Manager in case of any pre-Issue or post-Issue related problems, such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders, non-receipt of funds by electronic
mode etc.

All grievances may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary with
whom the Application Form was submitted, giving full details such as name of the sole or First Applicant, Application
Form number, Applicant’s DP ID, Client ID, PAN, address of Applicant, number of Equity Shares applied for, ASBA
Account number in which the amount equivalent to the Application Amount was blocked or the UPI ID (for Retail
Individual Investors who make the payment of Application Amount through the UPI Mechanism), date of Application
Form and the name and address of the relevant Designated Intermediary where the Application was submitted. Further,
the Applicant shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary in
addition to the documents or information mentioned hereinabove

LEAD MANAGER TO THE ISSUE

Shreni Shares Private Limited

A-102, Sea Lord CHS, Above Axis Bank,
Ram Nagar, Borivali (West),

Mumbai - 400 092, Maharashtra, India

Tel: 022 - 2808 8456

Email: shrenishares@gmail.com

Website: www.shre!

Investor Grievance E-mail: info@shreni.in
Contact Person: Ms. Kritika Rupda

SEBI Registration No.: INM000012759

 

REGISTRAR TO THE ISSUE

Skyline Financial Services Private Limited

D-153A, 1* Floor, Okhla Industrial Area,

Phase -I, New Delhi - 110 020, India

Tel: 011 - 4045 0193/97

Fax: 011- 2681 2683

Email: compliances@skylinerta.com

Website: www.skylinerta.com

Investor Grievance Email: grievances@skylinerta.com

45
Contact Person: Mr. Alok Gautam
SEBI Registration No.: INR000003241

LEGAL ADVISOR TO THE ISSUE

Asha Agarwal & Associates

30/24/08, Varun Path, Mansorvar

Jaipur — 302 020, Rajasthan, India

Tel No.: 99509 33137

Email: ashaagarwalassociates@gmail.com

Contact Person: Ms. Nisha Agarwal
BANKERS TO THE ISSUE / REFUND BANK / SPONSOR BANK

Kotak Mahindra Bank Limited

Kotak Infiniti, 6th Floor, Building No. 21,
Infinity Park, Off Western Express Highway,
General AK Vaidya Marg, Malad (East),
Mumbai — 400 097, Maharashtra, India
Tel No: 022 — 6605 6588

Fax No: 022 — 6713 2416

Contact Person: Mr. Kushal Patankar
Email: cmsipo@kotak.com

Website: www.kotak.com

SEBI Registration No.: INB00000927

BANKERS TO THE COMPANY

HDFC Bank Limited

HDFC Bank Ltd, Electronic City Main Branch
Skyward Tech Park no. 47/11, 1* Floor,

Opp Velanki Gate No. 4, Bangalore — 560 100
Karnatka, India

Tel No: +91 88842 88092

Fax No: NA

Contact Person: Mr. Rahul Patel

Email: rahul.patel2@hdfcbank.com

Website: www.hdfcbank.com
STATUTORY AUDITORS OF OUR COMPANY

M/s A Y & Company

Chartered Accountants

404, Fourth Floor, ARG Corporate Park
Ajmer Road, Gopal Bari, Jaipur — 302 006,
Rajasthan, India

Tel No.: 0141 — 403 7257; 96496 87300
Email: info@aycompany.co.in

Contact Person: Mr. Arpit Gupta

Firm Registration No.: 020829C

Peer Review Registration No.: 013225

STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES
Shreni Shares Private Limited is the sole Lead Manager to this Issue and all the responsibilities relating to co-ordination
and other activities in relation to the Issue shall be performed by them and hence a statement of inter-se allocation of

responsibilities is not required.

SELF-CERTIFIED SYNDICATE BANKS (“SCSBS”)

46
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35 . Details relating to designated
branches of SCSBs collecting the ASBA application forms are available at the above-mentioned link.

 

The list of banks that have been notified by SEBI to act as SCSBs for the UPI process provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 . The list of Branches of the
SCSBs named by the respective SCSBs to receive deposits of the application forms from the designated intermediaries will
be available on the website of the SEBI (www.sebi.gov.in) and it’s updated from time to time.

 

INVESTORS BANKS OR ISSUER BANKS FOR UPI

The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank for UPI
mechanism are provide on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yesandintmld=40. For details on Designated
Branches of SCSBs collecting the Bid Cum Application Forms, please refer to the above-mentioned SEBI link.

 

REGISTERED BROKERS

In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Applicant can submit Application Form for the
Issue using the stock brokers network of the Stock Exchanges, i.e., through the Registered Brokers at the Brokers Centres.

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is
provided on the website of the SEBI (www.sebi.gov.in), and updated from time to time. For details on Registered Brokers,
please refer http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.

 

REGISTRAR TO THE ISSUE AND SHARE TRANSFER AGENTS (“RTA”)

In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the RTAs eligible to
accept Applications forms at the Designated RTA Locations, including details such as address, telephone number and e-
mail address, are provided on the website of the SEBI (www.sebi.gov.in), and updated from time to time. For details on
RTA, please refer http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.

 

COLLECTING DEPOSITORY PARTICIPANTS (“CDP”)

In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the CDPs eligible to
accept Application Forms at the Designated CDP Locations, including details such as name and contact details, are provided
on the website of Stock Exchange. The list of branches of the SCSBs named by the respective SCSBs to receive deposits
of the Application Forms from the Designated Intermediaries will be available on the website of the SEBI
(www.sebi.gov.in) and updated from time to time.

CREDIT RATING
This being an Issue of Equity Shares, credit rating is not required.
IPO GRADING

Since the Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations, there is no requirement of appointing
an IPO Grading agency.

DEBENTURE TRUSTEES

Since this is not a debenture issue, appointment of debenture trustee in not required.

MONITORING AGENCY

Since our issue size does not exceeds one hundred crore rupees, we are not required to appoint monitoring agency for
monitoring the utilization of Net Proceeds in accordance with Regulation 262(1) of SEBI ICDR Regulations. Our Company
has not appointed any monitoring agency for this Issue. However, as per Section 177 of the Companies Act, 2013, the Audit

Committee of our Company, would be monitoring the utilization of the proceeds of the Issue.

FILING OF THE DRAFT PROSPECTUS/ PROSPECTUS

47
The Draft Prospectus and Prospectus is filed on BSE SME situated at 25" Floor, Phiroze Jeejeebhoy Towers, Dalal Street,
Fort, Mumbai — 400 001, Maharashtra, India.

Pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment)
Regulations, 2022, Draft Prospectus has not been submitted to SEBI, however, soft copy of Prospectus shall be submitted
to SEBI pursuant to SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, through SEBI
Intermediary Portal at https://siportal.sebi.gov.in, SEBI will not issue any observation on the offer document in term of
Regulation 246(2) of the SEBI ICDR Regulations.

A copy of the Prospectus along with the material contracts and documents referred elsewhere in the Prospectus required to
be filed under Section 26 of the Companies Act, 2013 will be delivered to the Registrar of Companies, Bangalore, situated
at ‘E’ Wing, 2" Floor, Kendriya Sadana, Kormangala, Bangalore — 560 034, Karnataka, India at least (3) three working
days prior from the date of opening of the Issue.

APPRAISING ENTITY

No appraising entity has been appointed in respect of any objects of this Issue.

TYPE OF ISSUE

The present issue is considered to be 100% Fixed Price Issue.

GREEN SHOE OPTION

No green shoe option is contemplated under the Issue.

EXPERT OPINION

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent from the Statutory Auditor & Peer Reviewed Auditor namely, M/s A Y &
Company, Chartered Accountants, to include their name in respect of the reports on the Restated Financial Statements dated
January 21, 2022 and the Statement of Possible Tax Benefits dated January 21, 2022 issued by them and included in this
Prospectus, as required under section 26(1)(a)(v) of the Companies Act, 2013 in this Prospectus and as “Expert” as defined
under section 2(38) of the Companies Act, 2013 and such consent has not been withdrawn as on the date of this Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

CHANGES IN AUDITORS

Except as disclosed below, there has been no change in the statutory auditors during the three years immediately preceding
the date of this Prospectus:

 

 

Details of Previous Auditor Details of New Auditor Date of | Reason
Change

Ashish Koppa M/s AY & Company November 05, | Resignation

Chartered Accountants Chartered Accountants 2021

No. 16, Skyline Towers, 7" Cross, | 404, Fourth Floor, ARG Corporate Park
Sampige Road, Malleshwaram, | Ajmer Road, Gopal Bari, Jaipur — 302 006,
Bangalore - 560 003, Karnataka, India | Rajasthan, India

Email id: ashish@ahnca.in Tel No.: 0141 — 403 7257 / 96496 87300
Contact Person: Ashish Koppa Email: info@aycompany.co.in
Membership No: 229857 Contact Person: Mr. Arpit Gupta

Firm Registration No.: 020829C
Peer Review No.: 013225

 

 

 

 

 

 

UNDERWRITING AGREEMENT
This Issue is 100% Underwritten by Shreni Shares Private Limited in the capacity of Underwriter to the Issue. The

Underwriting agreement is dated January 25, 2022 and addendum agreement dated February 07, 2022. Pursuant to the
terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions

48
specified therein. The Underwriters have indicated their intention to underwrite the following number of specified securities
being offered through this Issue:

 

 

Fy . No. of Equity Shares | Amount % of total Issue size
Cal Underwritten Underwritten underwritten
Shreni Shares Private Limited
Address: A-102, Sea Lord CHS, Above Axis
Bank, Ram Nagar, Borivali West, Mumbai —

00,002, Maharashtra, India 4,00,000* 2288.00 Lakhs | 10.00%

Tel: 022 - 2808 8456
E-mail: shrenishares@gmail.com
SEBI Registration No: INM000012759
Contact Person: Mr. Parth Shah
Total 4,00,000* %288.00 Lakhs 100.00%
*Includes 22,400 Equity Shares of the Market Maker Reservation Portion which are to be subscribed by the Market Maker
in order to claim compliance with the requirements of Regulation 261 of the SEBI ICDR Regulations, as amended.

 

 

 

 

 

 

 

In accordance with Regulation 260(2) of the SEBI ICDR Regulations, this Issue has been 100% underwritten and shall not
restrict to the minimum subscription level. Our Company shall ensure that the Lead Manager to the Issue have underwritten
at least 15% of the total Issue Size.

In the opinion of the Board of our Directors of our company, the resources of the Underwriters are sufficient to enable them
to discharge their respective underwriting obligations in full. The Underwriter is registered with SEBI under Section 12(1)
of the SEBI Act or registered as brokers with the Stock Exchange(s).

MARKET MAKER

Shreni Shares Private Limited

A-102, Sea Lord CHS, Above Axis bank, Ram Nagar,
Borivali (West), Mumbai - 400 092, Maharashtra, India
Tel: 022 - 2808 8456

Email: shrenisharespvtltd@yahoo.in

Website: www.shreni.in

Contact Person: Mr. Hitesh Punjani

SEBI Registration No.: INZ000268538

BSE Clearing No.: 6219

MM BSE Registration No.: SME MM0621909112018

 

DETAILS OF THE MARKET MAKING AGREEMENT

In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an agreement with the Lead
Manager and the Market Maker (duly registered with BSE to fulfil the obligations of Market Making) dated January 25,
2022 and addendum agreement dated February 07, 2022 to ensure compulsory Market Making for a minimum period of
three years from the date of listing of equity shares offered in this Issue.

Shreni Shares Private Limited, registered with BSE SME Platform will act as the Market Maker and has agreed to receive
or deliver of the specified securities in the market making process for a period of three years from the date of listing of our
Equity Shares or for a period as may be notified by any amendment to SEBI ICDR Regulations.

The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI ICDR Regulations, as
amended from time to time and the circulars issued by BSE and SEBI in this matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be monitored
by the Stock Exchange. The spread (difference between the sell and buy quote) shall not be more than 10% or as specified
by the Stock Exchange from time to time Further, the Market Maker shall inform the exchange in advance for each and

every black out period when the quotes are not being offered by the Market Maker.

The prices quoted by the Market Maker shall be in compliance with the Market Maker Spread requirements and other
particulars as specified or as per the requirements of BSE SME and SEBI from time to time.

49
10.

11.

12.

13.

14.

15.

16.

17.

The minimum depth of the quote shall be 21,00,000. However, the investors with holdings of value less than 21,00,000
shall be allowed to issue their holding to the Market Maker in that scrip provided that he sells his entire holding in that scrip
in one lot along with a declaration to the effect to the selling broker. Based on the IPO price of 2 72/- per share the minimum
bid lot size is 1,600 Equity Shares thus minimum depth of the quote shall be 1,600 until the same, would be revised by
BSE.

After a period of three (3) months from the market making period, the market maker would be exempted to provide quote
if the Equity Shares of market maker in our Company reaches to 25%. Or upper limit (Including the 5% of Equity Shares
ought to be allotted under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above 25%
equity shares would not be taken into consideration of computing the threshold of 25%. As soon as the Shares of market
maker in our Company reduce to 24%, the market maker will resume providing 2-way quotes.

There shall be no exemption/threshold on downside. However, in the event the market maker exhausts his inventory through
market making process, the concerned stock exchange may intimate the same to SEBI after due verification.

On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as per
the equity market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open
call auction. The securities of the company will be placed in Special Pre-Open Session (SPOS) and would remain in Trade
for Trade settlement for 10 days from the date of listing of Equity shares on the Stock Exchange.

There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the
market for instance due to system problems, any other problems. All controllable reasons require prior approval from the
Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for deciding
controllable and non- controllable reasons would be final.

The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars issued
by SEBI and BSE SME from time to time.

Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes given by
him.

There would not be more than five Market Makers for the Company’s Equity Shares at any point of time and the Market
Makers may compete with other Market Makers for better quotes to the investors.

The shares of the company will be traded in continuous trading session from the time and day the company gets listed on
BSE SME and market maker will remain present as per the guidelines mentioned under BSE and SEBI circulars.

There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily / fully from
the market — for instance due to system problems, any other problems. All controllable reasons require prior approval from
the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for
deciding controllable and non-controllable reasons would be final.

The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be within
10% or as intimated by Exchange from time to time.

The Market Maker shall have the right to terminate said arrangement by giving one month notice or on mutually acceptable
terms to the Company, who shall then be responsible to appoint a replacement Market Maker.

In case of termination of the abovementioned Market Making agreement prior to the completion of the compulsory Market
Making period, it shall be the responsibility of the Company to arrange for another Market Maker(s) in replacement during
the term of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker
from its duties in order to ensure compliance with the requirements of Regulation 261 of the SEBI ICDR Regulations.
Further the Company reserve the right to appoint other Market Maker(s) either as a replacement of the current Market
Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed 5 (five)
or as specified by the relevant laws and regulations applicable at that particular point of time.

Risk containment measures and monitoring for Market Maker: BSE SME will have all margins which are applicable
on the Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base
Minimum Capital etc. BSE can impose any other margins as deemed necessary from time-to-time.

Punitive Action in case of default by Market Maker: BSE SME will monitor the obligations on a real time basis and
punitive action will be initiated for any exceptions and / or non-compliances. Penalties / fines may be imposed by the

50
18.

19.

20.

21.

22.

23.

24,

Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the
specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a
penalty on the Market Maker in case he is not present in the market (offering two-way quotes) for at least 75% of the time.
The nature of the penalty will be monetary as well as suspension in market making activities / trading membership.

The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension
for any type of misconduct / manipulation / other irregularities by the Market Maker from time to time.

Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid
down that for Issue size up to 2250 Crores, the applicable price bands for the first day shall be:

e Incase equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5%
of the equilibrium price.

« — Incase equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be
5% of the Issue price.

Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The price band
shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be within 10% or as
intimated by Exchange from time to time.

The following spread will be applicable on the BSE SME:

 

 

 

 

 

Sr. No. Market Price Slab (in 2) Proposed spread (in % to sale price)
Al Up to 50 9
2: 50 to 75 8
3 75 to 100 TE
4. Above 100 6

 

 

 

 

 

Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for Market
Maker during market making process has been made applicable, based on the issue size and as follows:

 

 

 

 

 

 

 

Buy quote exemption threshold Re-Entry threshold for buy quote

Issue Size (Including mandatory initial | (Including mandatory initial inventory of
inventory of 5% of the Issue Size) 5% of the Issue Size)

Up to 820 Crore 25% 24%

220 Crore to 350 Crore 20% 19%

350 Crore to 380 Crore 15% 14%

Above 280 Crore 12% 11%

 

 

 

The Market Making arrangement, trading and other related aspects including all those specified above shall be subject to
the applicable provisions of law and / or norms issued by SEBI/ BSE from time to time.

All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based
on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.

On the first day of listing, there will be a pre-open session (call auction) and there after trading will happen as per the equity
market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call
auction. The securities of the Company will be placed in SPOS and would remain in Trade for Trade settlement for 10 days
from the date of listing of Equity Shares on the Stock Exchange.

51
CAPITAL STRUCTURE

The Equity Share capital of our Company, as on the date of this Prospectus and after giving effect to this Issue, is set forth
below:

(@ in lakhs except share data)

 

 

 

 

 

 

 

 

 

sr Aggregate Aggregate
No. Particulars Value at Face | Value at Issue
: Value Price®
A. __| Authorized Share Capital
15,00,000 Equity Shares of face value of 210/- each 150.00 -
B. Issued, Subscribed and Paid-Up Equity Capital before the Issue
10,00,000 Equity Shares of face value of 210/- each 100.00 -
C.__| Present Issue in Terms of this Prospectus
Issue of 4,00,000 Equity Shares of face value of 710/- each 40.00 288.00

 

 

Which Comprises:
22,400 Equity Shares of face value of 210/- each at a price of = 72/- per

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Share reserved as Market Maker Portion 2a) tps
Net Issue to Public of 3,77,600 Equity Shares of %10/- each at a price of =
72/- per Equity Share to the Public 8248 2U18F
Of which®
Allocation to Retail Individual Investors of 1,88,800 Equity Shares 18.88 135.936
Allocation to other than Retail Individual Investors of 1,88,800 Equity 18.88 135,936
Shares

D.__| Paid-up Equity Capital after the Issue
14,00,000 Equity Shares of face value of 210/- each 140.00 -

E. Securities Premium Account
Before the Issue Nil
After the Issue 248.00

 

© The present Issue has been authorized by our Board pursuant to a resolution passed at its meeting held on January 04,
2022 and by our Shareholders pursuant to a Special Resolution passed at the Extra-Ordinary General meeting held on
January 05, 2022.

© Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above
the Issue Size. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of
the other categories or a combination of categories at the discretion of our Company in consultation with the Lead Manager
and Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws,
rules, regulations and guidelines.

CLASS OF SHARES

As on the date of Prospectus, our Company has only one class of share capital i.e., Equity Shares of %10/- each. All Equity
Shares issued are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Prospectus.

NOTES TO THE CAPITAL STRUCTURE

Changes in Authorized Share Capital

Since incorporation, the capital structure of our Company has been altered in the following manner:
(a) The initial authorized share capital of %8,00,000 divided into 80,000 Equity Shares of %10/- each.

(b) The Authorized Capital was further increased from %8,00,000 divided into 80,000 Equity Shares of %10/- each to
%1,50,00,000 divided into 15,00,000 Equity Shares of 210/- each vide shareholders’ resolution dated January 05, 2022.

Equity Share Capital History of our Company

52
The following table sets forth details of the history of the Equity Share capital of our Company:

 

 

 

No. of Nature Cumulative See Cumulative
, Face Issue Paid-Up

Date of | Equity Value | Price of Nature of | No. of Equit Share
Allotment Shares Consid | Allotment | Equity a Premium

allotted ® ® eration Shares Snare @

Capital (%)
Upon Subscriptio
p . 50,000 10/- 10/- Cash n to MOA | 50,000 5,00,000 Nil
Incorporation @
Other

January 22, 950,000 | 10- | - than | Bonus 10,00,000 | 1,00,00,000 | Nil
2022 cash Issue“)

 

 

 

 

 

 

 

 

 

*The Bonus Issue has been approved by our shareholders vide Extra- Ordinary General meeting held on January 05, 2022.

(i) Initial Subscribers to the Memorandum of Association of our company

 

 

 

 

Sr No Name No of Equity Shares
a Ms. Manisha Sharma 50,000
Total 50,000

 

 

 

 

(ii) Bonus Issue of 9,50,000 Equity Shares of face value of ¢10/- each in the ratio of 19:1 i.e., 19 Bonus Equity Shares for
1 equity share held

 

 

 

 

 

 

 

 

 

 

 

Sr No Name No of Equity Shares
1 Ms. Manisha Sharma 9,49,886
2 Mr. Aatmik Sharma 19
3. Mr. Harsh Wardhan Sharma 19
4. Ms. Megha 19
5. Ms. Pratima Sharma 19
6. Mr. Rithik Sharma 19
L Mr. Vikas Sharma 19
Total 9,50,000

 

Except as disclosed below, we have not issued any Equity Shares for consideration other than cash, at any point of time
since Incorporation:

 

 

 

 

 

 

 

 

Date of | No. of | Face Issue | Reasons of | Benefits Allottees No. of
Allotment Equity | Value | Price | Allotment accrued to Shares
Shares _| (Rs.) (Rs.) company Allotted
Ms. Manisha Sharma 9,49,886

Mr. Aatmik Sharma 19

tal Mr. Harsh Wardhan Sharma _| 19

January 22, | 950,000 | 10/- | - Bonus Issue ee Ms. Megha 19

Ms. Pratima Sharma 19

Mr. Rithik Sharma 19

Mr. Vikas Sharma 19

 

 

 

 

 

 

 

 

 

 

No equity shares have been allotted in terms of any scheme approved under sections 230-234 of the Companies Act, 2013.

Our Company has not issued any shares pursuant to an Employee Stock Option Scheme/ Employee Stock Purchase Scheme
for our employees.

We have not re-valued our assets since inception and have not issued any equity shares (including bonus shares) by
capitalizing any revaluation reserves.

Except as disclosed below, we have not issued any Equity Shares at price below issue price within last one year from the
date of this Prospectus:

53
 

(AIX)
WHO} pazyeleyeurep ul pyey sareys Amba jo zaquinyy

 

 

of

Shares
19
19
19
19
19

9,49,886
19

No.
Allotted

 

(@) Pea
(TITX) pezaquinoua asimazayjo | SETBYS [P}0} Jo % PSV

10,00
000
10,00
000

 

40 paspajd sareyg jo zaquinyy ©
(@) ON

 

(q) prey
(IX) | sazeys ye10) Jo % & sy
saxeys Ul payoo'y jo zaquinyy

 

(e) oN

 

 

(ZO+d+W) Jo % PSY
(x)+(IA) =(1x) (fe11deo areys paynpp jo a8ejuad.ad e se)
SaNLNdas a[qn-aaauod [Ny Surunsse % e se Suspoyareys

 

Mr. Harsh Wardhan Sharma

Ms. Megha

Ms. Manisha Sharma
Mr. Aatmik Sharma
Ms. Pratima Sharma
Mr. Rithik Sharma
Mr. Vikas Sharma

Allottees

 

 

 

 

 

 

 

(&) (Suerre M Sulphur)
SaHLINIS IqUAAUOD SuIpue}sINO sUIAj1epuy jo “ON

 

to

accrued
company
Capitalization
of Surplus

 

of | Benefits

Reasons
Allotment
Bonus Issue

(O+a+W)
jo % ke se [Rw]

100.00
100.00

100.
00
100.
00

 

10,00
000
10,00
000

 

54

 

110],
(Xd) sapimdas jo ssep ypora ur
PPY Yysry uno, Jo zaquiny | SSPE
suno, ssetD,
jo ON
Aymby-sse[

 

 

 

 

Issue
Price
(Rs.)

(ZO+E+V) 5° % & SW (IITA) (LS6T “UNOS ed
SB pajepNd[ed) sazeys Jo “OU Je}0} Jo % e se SUIPjoyareysS

 

 

(1A) +(A)+(AD = (IIA)
Play sezeys ‘sou [e230],

 

Value
(Rs.)

10/-

 

(JA) sidiasay Artoysodag SurAjzapun sa.reys Jo “oN,

 

of | Face

(A) prey saxeys Amba dn-pred Apieg jo “oN

 

Equity
Shares
9,50,000

 

of | No.

(AD Prey sezeys mba dn-pred Aqny yo “on,

 

(IID stapjoyaaeys Jo ‘son

 

Shareholding Pattern of our Company
as on the date of this Prospectus.

January 22,

Allotment
2022

Date

 

 

 

The table below presents the current shareholding pattern of our Company as per Regulation 31 of SEB] LODR Regulations

 

8.

(11) zapjoys.zeys yo A108a}e>D

 

 

(D) A10Za3e5

 

10,00
000
10,00
3,000

100.
00
100.
00

10,00
000
10,00
000

10,00
000
10,00
000

7
7

Group
Public
Promot
er Non
- Public
Shares
underly
ing
DRs
Shares
held by
Employ
ee
Trusts

Promot
Non

Promot
er

er
Total

A
B
Cc

 

 

 

 

 

 

 
10.

11.

12.

13.

14.

15.

Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as on the date of

this Prospectus:

 

 

 

 

 

F Percentage of the pre-Issue
Sr. No. Name of the Shareholder Number of Equity shares Equity Share Capital (%)
i Ms. Manisha Sharma 9,99,880 99.99%
Total 9,99,880 99.99%

 

 

 

 

to this Prospectus:

Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company two years prior

 

Percentage of the then Equity

 

 

 

 

 

 

Sr. No. Name of the Shareholder Number of Equity shares Share Capital (%)
‘A, Ms. Manisha Sharma 50,000 100.00%
Total 50,000 100.00%

 

 

prior to the date of this Prospectus:

Set forth below is a list of Shareholders holding 1% or m

ore of the paid-up Share Capital of our Company as of one year

 

Percentage of the then Equity

 

 

 

 

 

Sr. No. Name of the Shareholder Number of Equity shares Share Capital (%)
i Ms. Manisha Sharma 50,000. 100.00%
Total 50,000 100.00%

 

 

prior to the date of this Prospectus:

Set forth below is a list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as of 10 days

 

Percentage of the pre-Issue

 

 

 

 

 

 

Sr. No. Name of the Shareholder Number of Equity shares Equity Share Capital (%)
‘A, Ms. Manisha Sharma 9,99,880 99.99%
Total 9,99,880 99.99%

 

 

Our Company has not made any public issue (including any rights issue to the public) since its incorporation.

Our Company does not have any intention or proposal to alter our capital structure within a period of six (6) months from
the date of opening of the Issue by way of split/consolidation of the denomination of Equity Shares or further issue of
Equity Shares (including issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares)
whether preferential or bonus, rights, further public issue or qualified institutions placement or otherwise., except that if
our Company may further issue Equity Shares (including issue of securities convertible into Equity Shares) whether
preferential or otherwise after the date of the listing of equity shares to finance an acquisition, merger or joint venture or
for regulatory compliance or such other scheme of arrangement or any other purpose as the Board may deem fit, if an

opportunity of such nature is determined by its Board of Directors to be in the interest of our Company.

Shareholding of our Promoter

As on the date of this Prospectus, our Promoter holds 99.99% of the pre-issued, subscribed and paid-up Equity Share capital

of our Company.

Build-up of the shareholding of our Promoter in our Company since incorporation:

 

 

 

 

 

 

Date of | Nature of | Natureof| No. of | FV Acquisiti | % of Pre- | % of | Lock- | Pledg
Allotment / | Issue / | Consider | Equity ®@ on / | Issue Post in- e
Transfer Transaction ation Shares Transfer | Equity Issue | Perio
Price Share Equity | d
Capital Share

Capita

1
Upon Subscription to
Incorporatio MOA Cash 50,000 10/- 10/- 5.00% 3.57% | lyear | No
n

 

 

 

 

 

 

 

 

55
16.

17.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of | Nature of | Natureof | No. of | FV Acquisiti | % of Pre- | % of | Lock- | Pledg
Allotment / | Issue / | Consider | Equity @ on / | Issue Post in- e
Transfer Transaction ation Shares Transfer | Equity Issue | Perio
Price Share Equity | d
Capital Share
Capita
1
Transfer to Mr. Neali
Aatmik Cash (1) 10/- | 10/- Negligible | \°8"8 | N.A | No
ible
Sharma
Transfer to Mr.
Harsh eee Neglig
Wardhan Cash () 10/- 10/- Negligible ible NA No
Sharma
October 30, | Transfer to Ms. ss Neglig
2021 Megha Cash () 10/- 10/- Negligible ible NA No
Transfer to Ms. Nesli
Pratima Cash (1) 1o/- | 10/- Negligible | \°8"8 | N.A | No
ible
Sharma
Transfer to Mr. 5 Neglig
Rithik Sharma Cash () 10/- 10/- Negligible ible NA No
Transfer to Mr. 7 Neglig
Vikas Sharma Cash qd) 10/- 10/- Negligible ible NA No
47.85
January 22, Other 6,69,886 66.99 % 1 year
2022 Bonus Issue | than cash 10- - 20.00 | 3 No
2,80,000 28.00 a
% years
Total 9,99,880 99.99% one
fo
Pre-Issue and Post-Issue Shareholding of our Promoter and Promoter Group
Pre-Issue Post-Issue
y e Y¥ ez
Category of Promoter No. of Shares % of Pre-Issue Nov of Shares % of Post- Issue
Capital Capital
Promoter
Ms. Manisha Sharma 9,99,880 99.99% 9,99,880 71.42%
Promoter Group
Mr. Aatmik Sharma 20 Negligible 20 Negligible
Mr. Harsh Wardhan Sharma 20 Negligible 20 Negligible
Ms. Megha 20 Negligible 20 Negligible
Ms. Pratima Sharma 20 Negligible 20 Negligible
Mr. Rithik Sharma 20 Negligible 20 Negligible
Mr. Vikas Sharma 20 Negligible 20 Negligible
Total 10,00,000 100.00% 10,00,000 71.42%

 

Except as disclosed below, no subscription
preceding the date of filing of the Prospectus by our Promoter or Directors or Promoter Group which in aggregate equals
to or is greater than 1% of the pre- issue share capital of our Company.

to or sale or purchase of the securities of our Company within three years

 

 

 

 

 

 

 

 

 

 

 

S. | Name of Shareholder | Date of | Promoter/ Number of | Number | Subscribed/
No. Transaction Promoter Group/ | Equity of Equity | Acquired/
Director Shares Shares Transferred
Subscribed | Sold
to/
Acquired
1. Ms. Manisha Sharma Incorporation | Promoter 50,000 5 Sebsarlbed 2
. October 30, | Promoter and Transfer to Mr.
2. Ms. Manisha Sharma 2021 Managing Director 1 Aatmik Sharma

 

56
18.

19.

20.

 

S. | Name of Shareholder | Date of | Promoter/ Number of | Number | Subscribed/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No. Transaction | Promoter Group/ | Equity of Equity | Acquired/
Director Shares Shares Transferred
Subscribed | Sold
to/
Acquired
; BRGRIBtE ana Transfer to Mr.
3. Ms. Manisha Sharma . - 1 Harsh Wardhan
Managing Director Sharma
‘i Promoter and Transfer to Ms.
4. Ms. Manisha Sharma Managing Director | 7 1 Megha
« Promoter and Transfer to Ms.
o Ms, Manisha Sharma Managing Director | ~ 7 Pratima Sharma
, Promoter and Transfer to Mr.
B: Ms, Manisha Sharma Managing Director | ~ a Rithik Sharma
r Promoter and Transfer to Mr.
ee Ms. Manisha Sharma Managing Director | ~ 4 Vikas Sharma
8. Mr. Aatmik Sharma Promoter Group 1 :
9 Mr. Harsh Wardhan Promoter Group 1 .

: Sharma Transfer from
10. | Ms. Megha Promoter Group 1 - Ms. Manisha
11._| Ms. Pratima Sharma Promoter Group 1 - Sharma
12. | Mr. Rithik Sharma Promoter Group 1 :

13. _| Mr. Vikas Sharma Promoter Group 1 :
14. | Ms. Manisha Sharma Promoter . and | 9,49,886 -
Managing Director
15. | Mr. Aatmik Sharma Promoter Group 19 :
16. oe Harsh Wardhan January 22, Promoter Group 19 .
arma 2022 Bonus Issue
17._| Ms. Megha Promoter Group 19 :
18. | Ms. Pratima Sharma Promoter Group 19 :
19. | Mr. Rithik Sharma Promoter Group 19 -
20. | Mr. Vikas Sharma Promoter Group 19 :

 

None of our Directors or Key Managerial Personnel hold any Equity Shares other than as set out below:

 

Name Designation No. of Equity Shares held
Ms. Manisha Sharma Chairman and Managing Director 9,99,880

 

 

 

 

 

 

None of our Promoter, Promoter Group, Directors and their relatives has entered into any financing arrangement or financed
the purchase of the Equity Shares of our Company by any other person during the period of six months immediately
preceding the date of filing of the Prospectus.

Promoter’s Contribution and Lock-in details

Details of Promoter’s Contribution locked-in for three (3) years

Pursuant to the Regulation 236 and 238 of SEBI ICDR Regulations, an aggregate of at least 20% of the post Issue Equity
Share capital of our Company held by our Promoter shall be locked-in for a period of three years from the date of Allotment
in this Issue. As on date of this Prospectus, our Promoter holds 9,99,880 Equity Shares constituting 71.42% of the Post
Issued, Subscribed and Paid-up Equity Share Capital of our Company, which are eligible for Promoter’s Contribution.

Our Promoter has granted consent to include such number of Equity Shares held by her as may constitute of the post issue
Equity Share capital of our Company as Promoter’s Contribution and have agreed not to sell or transfer or pledge or
otherwise dispose of in any manner, the Promoter’s Contribution from the date of filing of this Prospectus until the

commencement of the lock-in period specified below.

Details of the Equity Shares forming part of Promoter’s Contribution and their lock-in details are as follows:

57
 

 

 

Name of | Date of | No of | No of Face | Issue | Nature of | % Of | Lock-
Promoter Allotment/Acquisition | Equity | Equity | Value | Price | Allotment | Post- in
& when made fully | shares shares (nd | (ind Issue Period
paid up locked Paid-
in up
Capital
Ms. Manisha January 22, 2022 2,80,000 | 2,80,000 | = 10/- - Bonus 20.00% | 3 years
Sharma allotment

 

 

 

 

 

 

 

 

 

 

The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoter’s Contribution
under Regulation 237 of the SEBI ICDR Regulations. In this computation, as per Regulation 237 of the SEBI ICDR
Regulations, our Company confirms that the Equity Shares locked-in do not, and shall not, consist of:

« Equity Shares acquired three years preceding the date of this Prospectus for consideration other than cash and out of
revaluation of assets or capitalization of intangible assets or bonus shares out of revaluation reserves or reserves
without accrual of cash resources or unrealized profits or against equity shares which are otherwise ineligible for
computation of Promoter’s Contribution.

« The Equity Shares acquired during the year preceding the date of this Prospectus, at a price lower than the price at
which the Equity Shares are being offered to the public in the Issue is not part of the minimum promoter’s contribution;

e The Equity Shares held by the Promoter and offered for minimum 20% Promoter’s Contribution are not subject to
any pledge or any other form of encumbrances.

¢ — Specific written consent has been obtained from the Promoter for inclusion of 2,80,000 Equity Shares for ensuring
lock-in of three years to the extent of minimum 20.00 % of post issue Paid-up Equity Share Capital from the date of
allotment in the public Issue.

e¢ The minimum Promoter’s Contribution has been brought to the extent of not less than the specified minimum lot and
from the persons defined as Promoter under the SEBI ICDR Regulations.

e We further confirm that our Promoter’s Contribution of minimum 20% of the Post Issue Equity does not include any
contribution from Alternative Investment Funds or FVCI or Scheduled Commercial Banks or Public Financial
Institutions or Insurance Companies.

Equity Shares locked-in for one year other than Minimum Promoter’s Contribution

Pursuant to Regulation 238(b) and 239 of the SEBI ICDR Regulations, other than the Equity Shares held by our Promoter,
which will be locked-in as minimum Promoter’s contribution for three years, all pre-Issue 7,20,000 Equity Shares shall be
subject to lock-in for a period of one year from the date of Allotment in this Issue.

Inscription or recording of non-transferability

In terms of Regulation 241 of the SEBI ICDR Regulations, our Company confirms that certificates of Equity Shares which
are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock - in period and in case such
equity shares are dematerialized, the Company shall ensure that the lock - in is recorded by the Depository.
Pledge of Locked in Equity Shares

Pursuant to Regulation 242 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoter can be
pledged with any scheduled commercial bank or public financial institution or systematically important non-banking
finance company or a housing finance company as collateral security for loans granted by them, provided that:

(a) if the equity shares are locked-in in terms of clause (a) of Regulation 238, the loan has been granted to the company

or its subsidiary(ies) for the purpose of financing one or more of the objects of the issue and pledge of equity shares

is one of the terms of sanction of the loan;

(b) if the specified securities are locked-in in terms of clause (b) of Regulation 238 and the pledge of specified securities
is one of the terms of sanction of the loan.

58
. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made either by us
or by our Promoter to the persons who receive allotments, if any, in this Issue.

. Our Company shall ensure that transactions in the Equity Shares by our Promoter and our Promoter Group between the
date of this Prospectus and the Issue Closing Date shall be reported to the Stock Exchange within 24 hours of such
transaction.

. Our Promoter and Promoter Group will not participate in the Issue.

. There are no safety net arrangements for this Public Issue.

60
21.

22.

23.

24,

25.

26.

27.

28.

29.

30.

31.

32.

Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible
to transfer the equity shares till the lock-in period stipulated in these regulations has expired.

Transferability of Locked in Equity Shares

(a) Pursuant to Regulation 243 of the SEBI ICDR Regulations, Equity Shares held by our Promoter, which are locked in
as per Regulation 238 of the SEBI ICDR Regulations, may be transferred to and amongst our Promoter/ Promoter
Group or to a new promoter or persons in control of our Company subject to continuation of the lock-in in the hands
of the transferees for the remaining period and compliance with SEBI SAST Regulations as applicable.

(b) Pursuant to Regulation 243 of the SEBI ICDR Regulations, Equity Shares held by shareholders other than our
Promoter, which are locked-in as per Regulation 239 of the SEBI ICDR Regulations, may be transferred to any other
person holding shares, subject to continuation of the lock-in in the hands of the transferees for the remaining period
and compliance with SEBI SAST Regulations as applicable.

Neither the Company, nor it’s Promoter, Directors or the Lead Manager have entered into any buyback and/or standby
arrangements for purchase of Equity Shares of the Company from any person.

All Equity Shares issued pursuant to the Issue shall be fully paid-up at the time of Allotment and there are no partly paid-
up Equity Shares as on the date of this Prospectus. Further, since the entire money in respect of the Issue is being called on
application, all the successful Applicants will be issued fully paid-up Equity Shares.

As on the date of this Prospectus, the Lead Manager and their respective associates (as defined under the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company. The Lead
Manager and their affiliates may engage in the transactions with and perform services for our Company in the ordinary
course of business or may in the future engage in commercial banking and investment banking transactions with our
Company for which they may in the future receive customary compensation.

As on date of this Prospectus, there are no outstanding ESOP’s, warrants, options or rights to convert debentures, loans or
other instruments convertible into the Equity Shares, nor has the company ever allotted any equity shares pursuant to
conversion of ESOPs till date. As and when, options are granted to our employees under the Employee Stock Option
Scheme, our Company shall comply with the SEBI Share Based Employee Benefits Regulations, 2014.

Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed under “Basis of
Allotment” in the chapter titled “Issue Procedure” beginning on page 175 of this Prospectus. In case of over-subscription
in all categories the allocation in the Issue shall be as per the requirements of Regulation 253 (2) of SEBI ICDR Regulations,
as amended from time to time.

An over-subscription to the extent of 10% of the Net Issue can be retained for the purpose of rounding off to the nearest
integer during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Offer.
Consequently, the actual allotment may go up by a maximum of 10% of the Net Issue, as a result of which, the post Issue
paid up capital after the Issue would also increase by the excess amount of allotment so made. In such an event, the Equity
Shares held by the Promoter and subject to lock-in shall be suitably increased; so as to ensure that 20% of the post Issue
paid-up capital is locked in.

Subject to valid applications being received at or above the Issue Price, under subscription, if any, in any of the categories,
would be allowed to be met with spill-over from any of the other categories or a combination of categories at the discretion
of our Company in consultation with the Lead Manager and Designated Stock Exchange. Such inter-se spill over, if any,
would be affected in accordance with applicable laws, rules, regulations and guidelines.

Prior to this Initial Public Offer, our Company has not made any public issue or right issue to public at large.

We have 7 (Seven) Shareholders as on the date of filing of the Prospectus.

As per RBI regulations, OCBs are not allowed to participate in this Issue.

Our Company has not raised any bridge loans.

There shall be only one denomination of Equity Shares of our Company unless otherwise permitted by law. Our Company
shall comply with disclosure and accounting norms as may be specified by SEBI from time to time.

59
SECTION V —- PARTICULARS OF THE ISSUE
OBECTS OF THE ISSUE

REQUIREMENT OF FUNDS
The Issue comprises of fresh issue of 4,00,000 Equity Share by our Company aggregating to = 288.00 Lakhs.
Our Company proposes to utilize the Net Proceeds from the Issue towards funding the following objects:
1. Purchase of Plant and Machinery;
2. Funding working capital requirements; and
3. General corporate purposes.
(Collectively, referred to herein as the “Objects of the Issue”)
The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of Association,
enable our Company to undertake our existing business activities and the activities for which funds are being raised by us
through the Issue. In addition, our Company expects to receive the benefits of listing of Equity Shares on the BSE SME
including enhancing our visibility and our brand image among our existing and potential customers and creating a public
market for our Equity Shares in India.

ISSUE PROCEEDS

The details of the proceeds of the Issue are set forth in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

(@ in Lakhs)
Particulars Amount
Gross Proceeds of the Issue 288.00
Less: Issue related Expenses‘) 79.50
Net Proceeds of the Issue 208.50
(1) The Issue related expenses are estimated expenses and subject to change.
UTILISATION OF NET PROCEEDS
The Net Proceeds are proposed to be utilised in the manner set out in the following table:
S.No | Particulars Estimated Amt % Of Gross|% Of Net
(% in Lakhs) Proceeds Proceeds
1, Purchase of Plant and Machinery 31.10 10.80% 14.92%
2. Funding working capital requirements 113.00 39.24% 54.20%
3 General Corporate Purpose” 64.40 22.36% 30.89%

 

 

 

 

 

 

 

#The amount utilized for general corporate purpose does not exceed 25% of the gross proceeds of the Issue.
PROPOSED SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF THE NET PROCEEDS
The Net Proceeds of the Issue (“Net Proceeds”) are currently expected to be deployed in accordance with the schedule as

stated below:
(@ in lakhs)

 

 

 

 

 

 

 

 

 

 

 

Amount to be SS tated
Sr. Object financed from Net Utilization: of Net | Utilization of Net
No. Proceeds Proceeds in F. Y. | Proceeds in F. Y.
2021-22 2022-23
1.__| Purchase of Plant and Machinery 31.10 15.55. 15.55
2. _| Funding working capital requirements 113.00 15.00 98.00
3 General Corporate Purpose® 64.40 30.00 34.40
Total 208.50 60.55 147.95

 

#The amount utilized for general corporate purpose does not exceed 25% of the gross proceeds of the Issue.
MEANS OF FINANCE

We intend to finance our Objects of Issue through Net Issue Proceeds which is as follows:

61
 

Particulars Amt. (% in Lakhs)
Net Issue Proceeds 208.50
Total 208.50

 

 

 

 

 

 

The fund requirements mentioned above are based on the internal management estimates of our Company and have not
been verified or appraised by any bank, financial institution or any other external agency. They are based on current
circumstances of our business and our Company may have to revise its estimates from time to time on account of various
factors beyond its control, such as market conditions, competitive environment, costs of commodities and interest or
exchange rate fluctuations. Consequently, the fund requirements of our Company are subject to revisions in the future at
the discretion of the management. In the event of any shortfall of funds for the activities proposed to be financed out of the
Net Proceeds as stated above, our Company may re-allocate the Net Proceeds to the activities where such shortfall has
arisen, subject to compliance with applicable laws. Further, in case of a shortfall in the Net Proceeds or cost overruns, our
management may explore a range of options including utilising our internal accruals or seeking debt financing.

The fund requirements set out for the aforesaid objects of the Issue are proposed to be met entirely from the Net Proceeds.
Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance through verifiable
means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Issue as required
under the SEBI ICDR Regulations.

For further details on the risks involved in our proposed fund utilization as well as executing our business strategies, please
refer the section titled “Risk Factors” on page 20 of this Prospectus.

DETAILS OF THE OBJECTS OF THE ISSUE
1. Purchase of Plant and Machinery

We currently have two branch offices and one registered office in India. Our company is engaged in the business of IT
products and Digital printing services. We intend to purchase new plant and machinery to commence our Digital printing
Segment in two branch offices situated at 5th Floor, Flat No. TA-512, Block Topaz-A, Urbana Jewels, Gram Mudrampura,
Sanganer, Jaipur — 302 029, Rajasthan, India and at “Chitra Meadows”, Site No.39, Katha No. 74/2, Mylasandra Village,
Begur Hobli, Bangalore — 560 100, Karnataka, India. We propose to utilize an aggregate of 731.10 Lakhs from the net
proceeds of the issue towards purchase of new plant and machinery in FY 2021-22 and FY 2022-23.

Estimated Cost
The total estimated cost of new Plant and Machinery is 731.10 lakhs, as estimated by our management in accordance with
our business plan approved by the Board dated February 14, 2022. However, such fund requirements have not been

appraised by any bank or financial institution. The detailed break-down of estimated cost is set forth below.

The detailed list of plant and machinery to be acquired by the company is:

 

 

 

 

aa Particulars Quantity | Installation Location Pei ca Supplier ristatioa a
Le Lanier LP] 1 5" Floor, Flat No. TA-512, | 8.80 Ashwin February 14,
8002 Digital Block Topaz-A, Urbana Enterprises 2022
Pouch Printer Jewels, Gram Mudrampura,
Pouch, Sanganer, Jaipur, Rajasthan,
Printing India
Solutions — for
Short Run Jobs
2 Colour Foil | 1 5" Floor, Flat No. TA-512,
Lamination Block Topaz-A, Urbana
SMFM375F Jewels, Gram Mudrampura,
with Foil Sanganer, Jaipur, Rajasthan,
Rewinding India
3. Vulcan FC- | 1 5" Floor, Flat No. TA-512, | 6.75 Ashwin February 14,
700 VC Block Topaz-A, Urbana Enterprises 2022
Flatbed Jewels, Gram Mudrampura,
Cutting Plotter Sanganer, Jaipur, Rajasthan,
India

 

 

 

 

 

 

 

 

 

62
 

 

 

 

 

 

 

 

 

ae Particulars Quantity | Installation Location ‘ate iy Supplier eee of
4, Lanier LP] 1 “Chitra Meadows”, Site | 8.80 Ashwin February 14,
8002 Digital Number 39, Khata Number Enterprises 2022
Pouch Printer 74/2, Mylasandra Village,
Pouch, Begur Hobli, Bangalore — 560
Printing 100, Karnataka, India
Solutions for
Short Run Jobs
5. Colour Foil | 1 “Chitra Meadows”, — Site
Lamination Number 39, Khata Number
SMFM375F 74/2, Mylasandra Village,
with Foil Begur Hobli, Bangalore — 560
Rewinding 100, Karnataka, India
6. Vulcan FC- | 1 “Chitra. Meadows”, Site | 6.75 Ashwin February 14,
700 VC Number 39, Khata Number Enterprises 2022
Flatbed 74/2, Mylasandra Village,
Cutting Plotter Begur Hobli, Bangalore — 560
100, Karnataka, India

 

 

 

 

*Plus, applicable taxes

#The Quotation for Vulcan FC-700 VC Flatbed Cutting Plotter to be installed at our Bangalore Branch Office is valid till
20 days and Quotation for other machineries is valid till 60 days from date of the Quotation. However, our management
are confident enough that such products will be available at quotation price only at the time of purchasing such asset

No second-hand machinery or material is proposed to be purchased out of the aforesaid objects. The above-mentioned Plant
and Machinery is proposed to be acquired in a ready-to use condition. We have not entered into any definitive agreements
with the suppliers and there can be no assurance that the same suppliers would be engaged to eventually supply the
machinery at the same costs. The quantity of the machinery is based on the estimates of our management. Our Company
shall have the flexibility to deploy the machinery and material at additional manufacturing facility, according to the business
requirements of such facility, which are dynamic, which may evolve with the passage of time and based on the estimates
of our management.

Our Promoter, Directors and Key Managerial Personnel do not have any interest in the proposed acquisition of the plant
and machinery or in the entity from whom we have obtained quotations in relation to such proposed acquisition of the plant
and machinery.

2. Funding working capital requirements

Our business is working capital intensive. We fund a majority of our working capital requirements in the ordinary course
of business from internal accruals. We propose to utilise = 113.00 lakhs from the Net Proceeds to fund the working capital
requirements of our Company in Fiscal Year 2022 and 2023.

Basis of estimation of long-term working capital requirement and estimated working capital requirement:

The details of our Company’s working capital derived from Restated Financial Statements, source of funding of the same

and the projected working capital requirements (as approved by the Board through their resolution dated February 10, 2022)
for Fiscal Year 2022 and 2023 are provided in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

(In Lakhs)

Sr. | Particulars Actual Actual Estimated Projected
No. Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023
I Current Assets

Inventories 7 3.11 25.60 39.20

Trade receivables 43.67 37.14 55.38 80.79

Cash and cash equivalents 54.80 125.83 130.17 149.36

Short Term Loans and Advances _| 0.05 2.00 18.50 63.00

Other Current Assets 46.05 40.53 30.97 45.52

Total (A) 144.57 208.62 260.62 377.87
I__| Current Liabilities

Short Term Borrowings 36.64 13.16 25.00 20.00

Trade payables 4.79 26.61 35.90 46.40

Other Current Liabilities 87.67 49.84 55.30 63.70

 

 

 

 

 

 

 

 

63
 

 

 

 

 

 

 

 

Sr. | Particulars Actual Actual Estimated Projected
No. Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023
Short Term Provisions 7.18 40.53 43.50 65.00

Total (B) 136.28 130.14 159.70 195.10
Ill | Total Working Capital Gap (A- | 8.29 78.48 100.92 182.77
B)
IV_| Funding Pattern
Internal Accruals 8.29 78.48 85.92 84.77
IPO Proceeds - - 15.00 98.00

 

 

 

 

 

 

Key assumptions for working capital projections made by our Company:

 

 

 

 

 

 

 

 

 

 

 

Particul Actual Actual Estimated Projected
Soca FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23
Debtor Holding Days 33 29 35 41
Creditor Payment Days 4 29 34 39
Justification:
S.No. Particulars
Trade We expect Debtors holding days to be at 35 Days approx. for FY 2021-22 and 41 Days approx. for
Receivables FY 2022-23 based on increased sales of services and better credit management policies ensuring

timely recovery of dues.
Trade Payables | We expect creditor payment days to be at 34 Days approx. for FY 2021-22 and 39 Days approx. for
FY 2022-23 based on increased purchase and better credit period allowed by suppliers.

 

 

 

 

 

3. General Corporate Purpose

Our management will have flexibility to deploy the balance Net Proceeds of the Issue towards general corporate purposes,
to be deployed towards including but not restricted to strategic initiatives, partnerships, joint ventures and acquisitions,
meeting exigencies which our Company may face in the ordinary course of business, to renovate and refurbish certain of
our existing Company owned/leased and operated facilities or premises, towards brand promotion activities or repayment
of liabilities (on demand) if any or any other purposes as may be approved by our Board, subject to compliance with the
necessary provisions of the Companies Act.

The quantum of utilization of funds towards any of the above purposes will be determined based on the amount actually
available under this head and the business requirements of our Company, from time to time. This may also include
rescheduling the proposed utilization of Net Proceeds. Our management, in accordance with the policies of our Board, will
have flexibility in utilizing the proceeds earmarked for general corporate purposes. In the event that we are unable to utilize
the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such unutilized
amount in the subsequent Fiscals.

We further confirm that in terms of the SEBI ICDR Regulations, the extent of the Net Proceeds proposed to be utilized for
general corporate purposes does not exceed 25.00% of the gross proceeds of the issue

ESTIMATED ISSUE RELATED EXPENSES

The details of the estimated issue related expenses are tabulated below:

 

 

 

 

 

 

 

 

 

. |As a % of
Activity a ao Estimates Issue asa wet
Expenses

Lead manager(s) fees including underwriting commission 31.23 39.28% 10.84%
Brokerage, selling commission and upload fees 0.10 0.13% 0.03%
Registrar to the issue 0.55 0.69% 0.19%
Legal Advisors 0.40 0.50% 0.14%
Advertising and marketing expenses 37.12 46.69% 12.89%
Regulators including stock exchanges 2.00 2.52% 0.69%
Printing and distribution of issue stationary 0.70 0.88% 0.24%

 

 

 

 

 

64
 

As a % of

 

 

Activity rae ae Estimates Issue asa ae
Expenses

Others, if any (market making, depositories, marketing fees, | 7.40 9.31% 2.57%

secretarial, peer review auditors, etc.)

Total 79.50 100.00% 27.60%

 

 

 

 

 

 

The fund deployed out of internal accruals up to February 08, 2022 is ¢ 3.82 Lakhs towards issue expenses vide certificate
dated February 09, 2022 having UDIN: 22421544ABIGYX5630 received from M/s A Y & Company, Chartered Accountants
and the same will be recouped out of issue expenses.

Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs:

(1) SCSBs will be entitled to a processing fee of = 10/- per Application Form for processing of the Application Forms
procured by other Application Collecting Intermediary and submitted to them.

(2) Selling commission payable to Registered broker, SCSBs, RTAs, CDPs on the portion directly procured from Retail
Individual Investors and Non-Institutional Investors, would be 0.01 % on the Allotment Amount.

(3) No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by
them.

(4) The commissions and processing fees shall be payable within 30 Working days post the date of receipt of final invoices
of the respective intermediaries.

(5) Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.

BRIDGE LOANS

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Prospectus, which
are proposed to be repaid from the Net Proceeds of the Issue.

APPRAISING ENTITY
The objects of the Issue for which the Net Proceeds will be utilised have not been appraised.
MONITORING OF UTILIZATION OF FUNDS

As this is a Fresh Issue for less than 210,000 lakhs, we are not required to appoint a monitoring agency for the purpose of
the Issue in terms of the SEBI ICDR Regulations.

Our Board and Audit committee shall monitor the utilization of the net proceeds of the Issue. Our Company will disclose
the utilization of the Net Proceeds under a separate head in our balance sheet along with the relevant details, for all such
amounts that have not been utilized. Our Company will indicate investments, if any, of unutilized Net Proceeds in the
balance sheet of our Company for the relevant financial years subsequent to the completion of the Issue.

Pursuant to SEBI LODR Regulations, our Company shall disclose to the Audit Committee of the Board of Directors the
uses and applications of the Net Proceeds. Our Company shall prepare a statement of funds utilized for purposes other than
those stated in this Prospectus and place it before the Audit Committee of the Board of Directors, as required under
applicable law. Such disclosure shall be made only until such time that all the Net Proceeds have been utilized in full. The
statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with the Regulation 32 of
the SEBI LODR Regulations, our Company shall furnish to the Stock Exchange on a half yearly basis, a statement indicating
(i) deviations, if any, in the utilization of the proceeds of the Issue from the Objects; and (ii) details of category wise
variations in the utilization of the proceeds from the Issue from the Objects. This information will also be published in
newspapers simultaneously with the interim or annual financial results, after placing the same before the Audit Committee
of the Board of Directors.

INTERIM USE OF FUNDS
Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net Proceeds only

with scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended,
as may be approved by our Board.

65
Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other
listed company or for any investment in the equity markets or investing in any real estate product or real estate linked
products.

VARIATION IN OBJECTS

In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the
Objects without our Company being authorized to do so by the Shareholders by way of a special resolution through a postal
ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the “Postal
Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal
Ballot Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of
the jurisdiction where our Registered Office is situated. Our Promoter or controlling Shareholders will be required to
provide an exit opportunity to such shareholders who do not agree to the above stated proposal, at a price as may be
prescribed by SEBI, in this regard.

OTHER CONFIRMATIONS / PAYMENT TO PROMOTER AND PROMOTER’S GROUP FROM THE IPO
PROCEEDS

There is no proposal whereby any portion of the Net Proceeds will be paid to our Promoter, Promoter Group, Directors and
Key Managerial Personnel, Group Companies, except in the ordinary course of business. Further, there are no existing or
anticipated transactions in relation to the utilisation of the Net Proceeds entered into or to be entered into by our Company
with our Promoter, Promoter Group, Directors Group Companies, and/or Key Managerial Personnel.

66
BASIS FOR ISSUE PRICE

  

Investors should read the following basis with the section titled “Risk Factors” and chapters titled “Restated Financial
Statements”, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Our
Business” beginning on page 20, 137, 140 and 89 respectively, of this Prospectus to get a more informed view before
making any investment decisions. The trading price of the Equity Shares of our Company could decline due to these risk
factors and you may lose all or part of your investments.

    

 

 

 

QUALITATIVE FACTORS

Some of the qualitative factors and our strengths which form the basis for the issue price are:

Vv

Experienced Promoter and a well-trained employee base;

Comprehensive and integrated range of offerings that provide a “one stop shop” for managed business solutions to a
diversified clientele;

E-Learning & Mobile Learning Solutions;

EATS (Ekennis Application Tracking System) for Staffing Solutions;

One Stop Packaging Provider;

Digitized Printing with modern-day technology;

Strengthen human capital;

Cost Advantage and Differentiation Strategy;

Quality Policy;

Vv

VVVVVVV

For further details regarding some of the qualitative factors, which form the basis for computing the Issue Price, please see
chapter titled “Our Business” beginning on page 89 of this Prospectus.

QUANTITATIVE FACTORS

The information presented in this chapter is derived from company’s Restated Financial Statements for the period ended
January 15, 2022 and financial years ended on March 31, 2021 and 2020 prepared in accordance with Indian GAAP. For
more details on financial information, investors please refer the chapter titled “Restated Financial Statements” beginning
on page 137 of this Prospectus.

Investors should evaluate our Company taking into consideration its niche business segment and other qualitative factors
in addition to the quantitative factors. Some of the quantitative factors which may form the basis for computing the price
are as follows:

1. Basic and Diluted Earnings / (Loss) Per Share (“EPS”) as per AS 20

As per Restated Financial Statements — Pre-Bonus

 

 

 

 

 

 

Particulars Basic & Diluted | Weights
EPS (in 2)

March 31, 2021 189.83 2

March 31, 2020 45.19 1

Weighted Average 141.62

For the Period from April 01, 2021 to January 15, 2022 (Not annualised) 141.67

 

As per Restated Financial Statements — Post Bonus

 

 

 

 

 

 

 

 

 

Particulars Basic & Diluted | Weights
EPS (in 2)

March 31, 2021 9.49 2

March 31, 2020 2.26 1

Weighted Average 7.08

For the Period from April 01, 2021 to January 15, 2022 (Not annualised) 7.02

 

Note: Our Company had issued bonus equity shares post the balance sheet date of January 15, 2022. The earnings per
share have been calculated by dividing the net profit as restated, attributable to equity shareholders by restated weighted
average number of Equity Shares outstanding during the period. Restated weighted average number of equity shares has
been computed as per AS 20. The face value of each Equity Share is €10/-.

67
2. Price Earnings Ratio (“P/E”) in relation to the Issue Price of %72/- per share of 210/- each fully paid-up — Post

 

 

 

 

 

 

Bonus
Particulars P/E (number of times) *
Based on Restated Financial Statements
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2020-21 7.59
P/E ratio based on the Weighted Average Basic & Diluted EPS 10.17

 

 

3. Return on Net worth (RoNW)

 

 

 

 

 

 

 

 

 

Particulars RONW (%) Weights
March 31, 2021 77.48 2

March 31, 2020 81.88 1
Weighted Average 78.94

For the Period from April 01, 2021 to January 15, 2022 (Not annualized) 36.43

 

Note: The RONW has been computed by dividing net profit after tax (as restated), by Net worth (as restated) as at the end
of the year.

4. Net Asset Value (NAV) — Pre-Bonus

 

 

 

 

Financial Year NAV (@)
March 31, 2021 245.02
March 31, 2020 55.19
For the Period from April 01, 2021 to January 15, 2022 385.43

 

Net Asset Value (NAV) — Post-Bonus

 

 

 

 

 

 

 

 

 

Financial Year NAV (@)
March 31, 2021 12.25
March 31, 2020 2.76

For the Period from April 01, 2021 to January 15, 2022 19.27
Net Asset Value per Equity Share after the Issue at Issue Price 28.66
Issue Price 72.00

 

Note: NAV has been calculated as net worth divided by number of Equity Shares at the end of the year.

5. Comparison with Industry Peers

 

 

 

 

 

 

 

 

 

 

 

 

 

Face
. . RoNW NAV per

Name of Company CMP a Basic EPS (2) PE Ratio (%) Share (2)

Ekennis Software Service Limited | 72.00 10.00__| 9.49 7.59 77.48% 12.25

Peer Group

Mindpool Technologies Limited 22.20 10.00 | 3.52 4.75 8.51% 41.37
Source: www.nseindia.com
Notes:
(1) The figures for our company are based on restated financial statements for the year ended March 31, 2021 (Post

Bonus)

(2) The figures for the Peer Group are based on the Annual Report filed for the financial year ended March 31, 2021.

(3) CMP is the closing prices or the last traded price of respective scripts as on February 14, 2022.

(4) The Issue Price determined by our Company in consultation with the Lead Manager is justified by our Company in
consultation with the Lead Manager on the basis of the above parameters.

The face value of our share is 710/- per share and the Issue Price is of 72/- per share are 7.2 times of the face value.

Our Company in consultation with the Lead Manager believes that the Issue Price of %72/- per share for the Public Issue is
justified in view of the above parameters. Investor should read the above-mentioned information along with the section

68
titled “Risk Factors” beginning on page 20 of this Prospectus and the financials of our Company including important
profitability and return ratios, as set out in the chapter titled “Restated Financial Statements” beginning on page 137 of this
Prospectus.

69
STATEMENT OF POSSIBLE TAX BENEFITS

To,
The Board of Directors

Ekennis Software Service Limited
2nd Floor, Concord Anthuriams,
Neeladri Road No. 49,50,51,
Dodathogur Vill, Electronic City,
Bangalore, Karnataka — 560100

Dear Sir,
Subject - Statement of possible tax benefits (“the statement”) available to EKENNIS SOFTWARE SERVICE LIMITED (“the
company”) and its shareholder prepared in accordance with the requirement in Point No. 9 (L) of Part A of Schedule VI to the

Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018

Reference - Initial Public Offer of Equity Shares by Ekennis Software Service Limited

 

We hereby confirm that the enclosed Annexure | and 2 (together “the Annexures”), prepared by Ekennis Software Service Limited (‘the
Company’), provides the possible tax benefits available to the Company and to the shareholders of the Company under the Income-tax
Act, 1961 (‘the Act’) as amended by the Finance Act 2021, circular and notifications issued from time to time, i.e. applicable for the
Financial Year 2021-22 relevant to the assessment year 2022-23, the Central Goods and Services Tax Act, 2017 / the Integrated Goods
and Services Tax Act, 2017 (“GST Act”), as amended by the Finance Act 2021, circular and notifications issued from time to time, ie.,
applicable for the Financial Year 2021-22 relevant to the assessment year 2022-23, presently in force in India (together, the “Tax Laws”).
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant
provisions of the Tax Laws. Hence, the ability of the Company and / or its shareholders to derive the tax benefits is dependent upon their
fulfilling such conditions which, based on business imperatives the Company faces in the future, the Company or its shareholders may
or may not choose to fulfil.

The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the responsibility of the
Company’s management. We are informed that these Annexures are only intended to provide information to the investors and are neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the
changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising
out of their participation in the proposed initial public offering.

We do not express any opinion or provide any assurance as to whether:

i) the Company or its shareholders will continue to obtain these benefits in future;

ii) the conditions prescribed for availing the benefits have been / would be met with; and
iii) the revenue authorities/courts will concur with the views expressed herein.

The contents of the enclosed Annexures are based on information, explanations and representations obtained from the Company and on
the basis of their understanding of the business activities and operations of the Company.

No assurance is given that the revenue authorities/ Courts will concur with the view expressed herein. Our views are based on existing
provisions of law and its implementation, which are subject to change from time to time. We do not assume any responsibility to updates
the views consequent to such changes.

We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to
any other person in respect of this statement.

This certificate is provided solely for the purpose of assisting the addressee Company in discharging its responsibility under the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for inclusion in the Draft Prospectus/
Prospectus in connection with the proposed issue of equity shares and is not be used, referred to or distributed for any other purpose
without our written consent.

For M/s A Y & Company
Chartered Accountants
FRN: 020829C

CA Arpit Gupta

Partner

M. No. 421544

UDIN: 22421544AAAABQ4178

Place: Bengaluru
Date: 21.01.2022

70
ANNEXURE 1 TO THE STATEMENT OF TAX BENEFITS
The information provided below sets out the possible special tax benefits available to the Company and the Equity
Shareholders under the Act presently in force in India. It is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax
implications of an investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation
may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS
AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR
PARTICULAR SITUATION
A. SPECIAL TAX BENEFITS TO THE COMPANY
The Company is not entitled to any special tax benefits under the Act.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER
The Shareholders of the Company are not entitled to any special tax benefits under the Act

Note:

1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where
the shares are held by joint holders.

2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits
or benefit under any other law.

We hereby give our consent to include our above referred opinion regarding the tax benefits available to the Company and
to its shareholders in the Draft Prospectus/Prospectus.

71
ANNEXURE 2 TO THE STATEMENT OF TAX BENEFITS
The information provided below sets out the possible special tax benefits available to the Company and the Equity
Shareholders under the GST Act presently in force in India. It is not exhaustive or comprehensive and is not intended to be
a substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax
implications of an investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation
may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS
AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR
PARTICULAR SITUATION
A. SPECIAL TAX BENEFITS TO THE COMPANY
The Company is not entitled to any special tax benefits under the GST Act.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER
The Shareholders of the Company are not entitled to any special tax benefits under the GST Act

Note:

1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where
the shares are held by joint holders.

2. The above statement covers only certain relevant indirect tax law benefits and does not cover any direct tax law benefits
or benefit under any other law.

We hereby give our consent to include our above referred opinion regarding the tax benefits available to the Company and
to its shareholders in the Draft Prospectus/Prospectus.

72
SECTION VI- ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this chapter has been extracted from the websites of and publicly available documents from various
sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person
connected with this Issue has independently verified the information provided in this chapter. Industry sources and
publications, referred to in this chapter, generally state that the information contained therein has been obtained from
sources generally believed to be reliable but their accuracy, completeness and underlying assumptions are not guaranteed
and their reliability cannot be assured, and, accordingly, investment decisions should not be based on such information.

GLOBAL ECONOMIC OVERVIEW

The global economy enters 2022 in a weaker position than previously expected. As the new Omicron COVID-19 variant
spreads, countries have reimposed mobility restrictions. Rising energy prices and supply disruptions have resulted in higher
and more broad-based inflation than anticipated, notably in the United States and many emerging market and developing
economies. The ongoing retrenchment of China’s real estate sector and slower-than-expected recovery of private
consumption also have limited growth prospects.

Global growth is expected to moderate from 5.9 in 2021 to 4.4 percent in 2022—half a percentage point lower for 2022
than in the October World Economic Outlook (WEO), largely reflecting forecast markdowns in the two largest economies.
A revised assumption removing the Build Back Better fiscal policy package from the baseline, earlier withdrawal of
monetary accommodation, and continued supply shortages produced a downward 1.2 percentage-points revision for the
United States. In China, pandemic-induced disruptions related to the zero-tolerance COVID-19 policy and protracted
financial stress among property developers have induced a 0.8 percentage-point downgrade. Global growth is expected to
slow to 3.8 percent in 2023. Although this is 0.2 percentage point higher than in the previous forecast, the upgrade largely
reflects a mechanical pickup after current drags on growth dissipate in the second half of 2022. The forecast is conditional
on adverse health outcomes declining to low levels in most countries by end-2022, assuming vaccination rates improve
worldwide and therapies become more effective.

Elevated inflation is expected to persist for longer than envisioned in the October WEO, with ongoing supply chain

disruptions and high energy prices continuing in 2022. Assuming inflation expectations stay well anchored, inflation should
gradually decrease as supply-demand imbalances wane in 2022 and monetary policy in major economies responds.

WORLD ECONOMIC OUTLOOK UPDATE JANUARY
GROWTH PROJ Mery Ts

GLOBAL ADVANCED PT toil ce NL ded
LtoCo) Tod bg ECONOMIES DEVELOPING ECONOMIES

a) 6.5
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Sey Ee uaa

Pua PLP Ply} 2021 PAPA VL} PLAT PAU Ply}

INTERNATIONAL MONETARY FUND IMF.org #WEO

 

Risks to the global baseline are tilted to the downside. The emergence of new COVID-19 variants could prolong the
pandemic and induce renewed economic disruptions. Moreover, supply chain disruptions, energy price volatility, and

73
localized wage pressures mean uncertainty around inflation and policy paths is high. As advanced economies lift policy
rates, risks to financial stability and emerging market and developing economies’ capital flows, currencies, and fiscal
positions—especially with debt levels having increased significantly in the past two years—may emerge. Other global risks
may crystallize as geopolitical tensions remain high, and the ongoing climate emergency means that the probability of
major natural disasters remains elevated.

With the pandemic continuing to maintain its grip, the emphasis on an effective global health strategy is more salient than
ever. Worldwide access to vaccines, tests, and treatments is essential to reduce the risk of further dangerous COVID-19
variants. This requires increased production of supplies, as well as better in-country delivery systems and fairer international
distribution. Monetary policy in many countries will need to continue on a tightening path to curb inflation pressures, while
fiscal policy—operating with more limited space than earlier in the pandemic—will need to prioritize health and social
spending while focusing support on the worst affected. In this context, international cooperation will be essential to preserve
access to liquidity and expedite orderly debt restructurings where needed. Investing in climate policies remains imperative
to reduce the risk of catastrophic climate change.

(Source: https://www.imf.org/en/Publications/WEO/Mssues/2022/01/25/world-economic-outlook-update-january-2022)

 

INDIAN ECONOMIC OVERVIEW

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic
powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. India’s gross
domestic product (GDP) at current prices stood at Rs. 51.23 lakh crore (US$ 694.93 billion) in the first quarter of FY 22, as
per the provisional estimates of gross domestic product for the first quarter of 2021-22.

India is the fourth-largest unicorn base in the world with over 21 unicorns collectively valued at US$ 73.2 billion, as per
the Hurun Global Unicorn List. By 2025, India is expected to have 100 unicorns by 2025 and will create 1.1 million direct
jobs according to the Nasscom-Zinnov report ‘Indian Tech Start-up’.

India needs to increase its rate of employment growth and create 90 million non-farm jobs between 2023 and 2030’s, for
productivity and economic growth according to McKinsey Global Institute. Net employment rate needs to grow by 1.5%
per year from 2023 to 2030 to achieve 8-8.5% GDP growth between 2023 and 2030. According to data from the Department
of Economic Affairs, as of August 27, 2021, foreign exchange reserves in India reached US$ 633.5 billion mark.

Recent Developments

With an improvement in the economic scenario, there have been investments across various sectors of the economy. The
private equity - venture capital (PE-VC) sector recorded investments worth US$ 10.7 billion across 137 deals in August
2021, registering a 5x YoY growth. Some of the important recent developments in Indian economy are as follows:

e India’s merchandise exports between April 2021 and August 2021 were estimated at US$ 164.10 billion (a 67.33%
YoY increase). Merchandise imports between April 2021 and August 2021 were estimated at US$ 219.63 billion (an
80.89% YoY growth).

¢ In August 2021, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 52.3.

« The gross GST (Goods and Services Tax) revenue collection stood at Rs. 112,020 crore (US$ 15.21 billion) in August
2021.

« According to the Department for Promotion of Industry and Internal Trade (DPIIT), FDI equity inflow in India stood

at US$ 547.2 billion between April 2000 and June 2021.

India’s Index of Industrial Production (IIP) for July 2021 stood at 131.4 against 122.6 for June 2021.

Consumer Food Price Index (CFP) — Combined inflation was 3.11 in August 2021 against 3.96 in July 2021.

Consumer Price Index (CPI) — Combined inflation was 5.30 in August 2021 against 5.59 in July 2021.

Foreign portfolio investors (FPIs) invested US$ 2.5 billion in India in August 2021.

Government Initiatives

The first Union Budget of the third decade of 21st century was presented by Minister for Finance & Corporate Affairs, Ms.
Nirmala Sitharaman in the Parliament on February 1, 2020. The budget aimed at energising the Indian economy through a
combination of short-term, medium-term and long-term measures.

In the Union Budget 2021-22, capital expenditure for FY22 is likely to increase to increase by 34.5% at Rs. 5.5 lakh crore
(US$ 75.81 billion) over FY21 (BE) to boost the economy.

74
Increased government expenditure is expected to attract private investments, with production-linked incentive scheme
providing excellent opportunities. Consistently proactive, graded and measured policy support is anticipated to boost the
Indian economy.

In September 2021, Prime Minister Mr. Narendra Modi approved the production-linked incentive (PLI) scheme in the
textiles sector—for man-made fibre (MMF) apparel, MMF fabrics and 10 segments/products of technical textiles—at an
estimated outlay of Rs. 10,683 crore (US$ 1.45 billion).

In September 2021, the government approved a production-linked incentive (PLI) scheme for automobile and drone
industries with an outlay of Rs. 26,058 crore (US$ 3.54 billion) to boost the country’s manufacturing capabilities.

In September 2021, Union Cabinet approved major reforms in the telecom sector, which is expected to boost employment,
growth, competition and consumer interests. Key reforms include rationalisation of adjusted gross revenue, rationalisation
of bank guarantees (BGs) and encouragement to spectrum sharing.

In September 2021, the government announced plans to release Rs. 56,027 crore (US$ 7.62 billion) under various export
promotion schemes to boost exports.

In August 2021, the Indian government approved Deep Ocean Mission (DOM) with a budget outlay of Rs. 4,077 crore
(US$ 553.82 million) over the next five years.

In May 2021, the government approved the production linked incentive (PLI) scheme for manufacturing advanced
chemistry cell (ACC) batteries at an estimated outlay of Rs. 18,100 crore (US$ 2.44 billion); this move is expected to attract
domestic and foreign investments worth Rs. 45,000 crore (US$ 6.07 billion).

The Union Cabinet approved the production linked incentive (PLI) scheme for white goods (air conditioners and LED
lights) with a budgetary outlay of Rs. 6,238 crore (US$ 848.96 million) and the 'National Programme on High Efficiency
Solar PV (Photo Voltic) Modules' with an outlay of Rs. 4,500 crore US$ 612.43 million).

In June 2021, the RBI (Reserve Bank of India) announced that the investment limit for FPI (foreign portfolio investors) in
the State Development Loans (SDLs) and government securities (G-secs) would persist unaffected at 2% and 6%,
respectively, in FY22.

To boost the overall audit quality, transparency and add value to businesses, in April 2021, the RBI issued a notice on new
norms to appoint statutory and central auditors for commercial banks, large urban co-operatives and large non-banks and
housing finance firms.

In May 2021, the Government of India has allocated Rs. 2,250 crore (US$ 306.80 million) for development of the
horticulture sector in 2021-22.

In November 2020, the Government of India announced Rs. 2.65 lakh crore (US$ 36 billion) stimulus package to generate
job opportunities and provide liquidity support to various sectors such as tourism, aviation, construction and housing. Also,
India's cabinet approved the production-linked incentives (PLI) scheme to provide ~Rs. 2 trillion (US$ 27 billion) over five
years to create jobs and boost production in the country.

Numerous foreign companies are setting up their facilities in India on account of various Government initiatives like Make
in India and Digital India. Mr. Narendra Modi, Prime Minister of India, launched Make in India initiative with an aim to
boost country’s manufacturing sector and increase purchasing power of an average Indian consumer, which would further
drive demand and spur development, thus benefiting investors. The Government of India, under its Make in India initiative,
is trying to boost the contribution made by the manufacturing sector with an aim to take it to 25% of the GDP from the
current 17%. Besides, the Government has also come up with Digital India initiative, which focuses on three core
components: creation of digital infrastructure, delivering services digitally and to increase the digital literacy.

Some of the recent initiatives and developments undertaken by the Government are listed below:

e¢ By November 1, 2021, India and the United Kingdom hope to begin negotiations on a free trade agreement. The
proposed FTA between these two countries is likely to unlock business opportunities and generate jobs. Both sides
have renewed their commitment to boost trade in a manner that benefits all.

e In August 2021, NITI Aayog and Cisco collaborated to encourage women's entrepreneurship in India.

e In August 2021, Prime Minister Mr. Narendra Modi announced an initiative to start a national mission to reach the
US$ 400 billion merchandise export target by FY22.

75
e In August 2021, Prime Minister Mr. Narendra Modi launched digital payment solution, e-RUPI, a contactless and
cashless instrument for digital payments.

e In June 2021, RBI Governor, Mr. Shaktikanta Das announced the policy repo rate unchanged at 4%. He also
announced various measures including Rs. 15,000 crore (US$ 2.05 billion) liquidity support to contact-intensive
sectors such as tourism and hospitality.

e In June 2021, Finance Ministers of G-7 countries, including the US, the UK, Japan, Italy, Germany, France and
Canada, attained a historic contract on taxing multinational firms as per which the minimum global tax rate would be
at least 15%. The move is expected to benefit India to increase foreign direct investments in the country.

¢ — InJune 2021, the Indian government signed a US$ 32 million loan with World Bank for improving healthcare services
in Mizoram.

e In May 2021, the Government of India (Gol) and European Investment Bank (EIB) signed the finance contract for
second tranche of EUR 150 million (US$ 182.30 million) for Pune Metro Rail project.

e According to an official source, as of September 15, 2021, 52 companies have filed applications under the Rs. 5,866
crore (US$ 796.19 million) production-linked incentive scheme for the white goods (air conditioners and LED lights)
sector.

e In May 2021, Union Cabinet has approved the signing of memorandum of understanding (MoU) on migration and
mobility partnership between the Government of India, the United Kingdom of Great Britain and Northern Ireland.

e In April 2021, Minister for Railways and Commerce & Industry and Consumer Affairs, Food & Public Distribution,
Mr. Piyush Goyal, launched ‘DGFT Trade Facilitation’ app to provide instant access to exporters/importers anytime
and anywhere.

e In April 2021, Dr. Ahmed Abdul Rahman AlBanna, Ambassador of the UAE to India and Founding Patron of IFIICC,
stated that trilateral trade between India, the UAE and Israel is expected to reach US$ 110 billion by 2030.

¢ — India is expected to attract investment of around US$ 100 billion in developing the oil and gas infrastructure during
2019-23.

© The Government of India is going to increase public health spending to 2.5% of the GDP by 2025.

¢ For implementation of Agriculture Export Policy, Government approved an outlay Rs. 2.068 billion (US$ 29.59
million) for 2019, aimed at doubling farmers income by 2022.

Road Ahead

As per the data published in a Department of Economic Affairs report, in the first quarter of FY22, India’s output recorded
a 20.1% YoY growth, recovering >90% of the pre-pandemic output in the first quarter of FY20. India’s real gross value
added (GVA) also recorded an 18.8% YoY increase in the first quarter of FY22, posting a recovery of >92% of its
corresponding pre-pandemic level (in the first quarter of FY20). Also, in FY21, India recorded a current account surplus at
0.9% of the GDP. The growth in the economic recovery is due to the government’s continued efforts to accelerate
vaccination coverage among citizens. This also provided an optimistic outlook to further revive industrial activities.

As per RBI’s revised estimates of July 2021, the real GDP growth of the country is estimated at 21.4% for the first quarter
of FY22. The increase in the tax collection, along with government’s budget support to states, strengthened the overall
growth of the Indian economy.

India is focusing on renewable sources to generate energy. It is planning to achieve 40% of its energy from non-fossil
sources by 2030, which is currently 30% and have plans to increase its renewable energy capacity from to 175 gigawatts
(GW) by 2022. In line with this, in May 2021, India, along with the UK, jointly launched a ‘Roadmap 2030’ to collaborate
and combat climate change by 2030.

India is expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025, owing
to shift in consumer behaviour and expenditure pattern, according to a Boston Consulting Group (BCG) report. It is

estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by 2040 as per
a report by PricewaterhouseCoopers.

(Source: https://www.ibef.org/economy/indian-economy-overview,
STARTUP INDIA - EMPOWERING STARTUPS FOR GROWTH
Start-up India is a Government of India flagship initiative to build Start-ups and nurture innovation. Through this initiative,

the Government plans to empower Start-up ventures to boost entrepreneurship, economic growth and employment across
India.

76
The Government’s Action Plan will help accelerate the growth of Start-ups throughout India, across all important sectors —
in Tier 1, 2 and 3 cities, including semi-urban and rural areas — and includes promoting entrepreneurship among SCs/STs
and women communities.
The 19-point Action Plan, organized by the Department of Industrial Policy & Promotion (DIPP) now Department for
Promotion of Industry and Internal Trade (DPIIT), focuses both on restricting hindrances and promoting faster growth by
way of:

* — Simplification and Handholding

e Funding Support and Incentives

e — Industry-Academia Partnership and Incubation
Why Start-up India
Start-up India is about creating prosperity in India. Many enterprising people who dream of starting their own business lack
the resources to do so. As a result, their ideas, talent and capabilities remain untapped — and the country loses out on wealth

creation, economic growth and employment.

Start-up India will help boost entrepreneurship and economic development — by ensuring that people who have the potential
to innovate and start their own business are encouraged — with proactive support and incentives at multiple levels.

In the words of Prime Minister, Narendra Modi:

“Start-up India is a revolutionary scheme that has been started to help the people who wish to start their own business.
These people have ideas and capability, so the government will give them support to make sure they can implement their
ideas and grow. Success of this scheme will eventually make India, a better economy and a strong nation.”

Start-up India’s 19-Point Action Plan

1. Self-certification Compliance

2. Single Point of Contact via Start-up India Hub

3. Simplifying Processes with Mobile App and Portal
(For registration, filing compliances & obtaining information)

4. Legal Support, Fast Tracking & 80% reduction in patent registration fee
5. Relaxed Norms of Public Procurement

6. Easier & Faster Exit

7. Funding Support via a Fund of Funds corpus of INR 10,000 crore

8. Credit Guarantee Funding

9. Tax Exemption on Capital gains

10. 3-Year Income Tax Exemption

11. Tax Exemption on Investments above Fair Market Value (FMV)

12. Annual Start-up Fests (national & international)

13. Launch of World-class Innovation Hubs under Atal Innovation Mission (AIM)
14. Set up of country-wide Incubator Network

15. Innovation Centres to augment Incubation and R&D

77
16. Research Parks to propel innovation

17. Promote Entrepreneurship in Biotechnology

18. Innovation Focused Programs for Students

19. Annual Incubator Grand Challenge
Launch of Start-up India Action Plan
The Start-up India Action Plan was unveiled by Prime Minister Narendra Modi on 16th January, 2016 to highlight several
initiatives and schemes proposed by the Government of India to build a strong eco-system to nurture innovation and

empower Start-ups across India.

The 19-point Action Plan envisages several incubation centres, easier patent filing, tax exemptions, ease of setting-up of
business, a INR 10,000 crore corpus fund, a faster exit mechanism, among others.

Over 1500 CEOs, Start-up founders and investors who attended the Start-up India launch included:

«Mr. Masayoshi Son, CEO of SoftBank

e Mr. Travis Kalanick, founder of Uber

e Mr. Adam Nuemann, CEO of WeWork

«Mr. Sachin Bansal, founder of Flipkart

«Mr. Kunal Bahl, founder of Snapdeal

e Mr. Bhavish Aggarwal, founder of Ola

¢ = Mr. Vijay Shekhar Sharma, founder of Paytm

Support for Start-up India

Startup India campaign has received worldwide support for its attempt to bring Startups to the forefront of India's growth
story. It allows entrepreneurs to focus on their core business (instead of time-delaying regulatory compliances) — while
empowering them with a strong eco-system to support their creativity and growth.

(Source: https://www.ibef.org/economy/startup-india,

GLOBAL IT INDUSTRY
The global information technology market is expected to grow from $7850.57 billion in 2020 to $8370.95 billion in 2021
at a compound annual growth rate (CAGR) of 6.6%. The market is expected to reach $11866.34 billion in 2025 at a CAGR.

of 9%.

Major companies in the information technology (IT) market include AT&T; Apple; Verizon Communications Inc.; China
Mobile Ltd and Microsoft.

The information technology (IT) market consists of sales of information technology (IT) services and related goods by
entities (organizations, sole traders and partnerships) that apply computers, computer peripherals and telecommunications
equipment to store, retrieve, transmit and manoeuvre data.

The IT market involves services such as computer networking, broadcasting, systems design services and information
distribution technologies like television and telephones and other equipment used during the process. The IT market also
includes sales of goods such as computers, computer peripherals and telecommunications equipment which are used in
providing IT services. The IT market is segmented into IT services; computer hardware; telecom and software products.

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North America was the largest region in the global information technology market, accounting for 34% of the market in
2020. Asia Pacific was the second largest region accounting for 32% of the global information technology market. Africa
was the smallest region in the global information technology market.

Over the past five years there has been an increasing prevalence of low-cost open-source alternatives. Open source has
become a preferred platform for developing new technology. In the past, software publishers would open-source software
that was not making money, but now companies are open sourcing software to increase its presence and share in the market.
According to Allison Randal, President, Open-Source Initiative, 78% of companies use open-source solutions and 64%
participate in open-source projects indicating an increase in open-source software platforms to build applications in 2015.

The demand for cloud computing services is expected to drive the demand for IT services during the forecast period. In the
cloud computing model, data is stored on the internet by a cloud computing provider, who manages and operates data
storage as a service. Many companies are now choosing applications hosted in the cloud for their day-to-day operations.
Companies are also opting for cloud-based data storage; thus, boosting the demand for IT services.

(Source: https://www.businesswire.com/news/home/20210909006056/en/Information-Technology-Global-Market-Report-
2021-IT-Services-Computer-Hardware-Telecom-Software-Products---Forecast-to-2025-2030---esearchAndMarkets.com)

INDIAN IT INDUSTRY

Introduction

The global sourcing market in India continues to grow at a higher pace compared to the IT-BPM industry. India is the
leading sourcing destination across the world, accounting for approximately 55% market share of the US$ 200-250 billion
global services sourcing business in 2019-20.

The IT industry accounted for 8% of India’s GDP in 2020. According to STPI (Software Technology Park of India),
software exports by the IT companies connected to it, stood at Rs. 1.20 lakh crore (US$ 16.29 billion) in the first quarter of
FY22.

Evolution of the Indian IT Sector

Pre.1995 1995-2000 2000-05 2005-2016 aut
onwards
* By early 90s, US-based + With increased + Firms in India grew in * Firms in India became The US$ 167 billion Indian
companies began to investment in R&D, terms of their size and multinational IT industry employs nearly
outsource work on low- India became a product scope of services offered companies with four million people.
cost and skilled talent development destination as more and more westem delivery centres across * India ranks third among
pool in India companies! setup their the globe global start-up ecosystems
bases in the country * India’s IT sector is at with more than 5,300 tech

an inflection point, _— start-ups.
moving from enterprise * Indian IT & BPM industry is
servicing to enterprise expected to grow to USS
solutions 350 billion by 2025
* India jumped four places to
rank at 48th position at the
2020 edition of the Global
Innovation Index (Gil).

Segments of India’s IT Sector

79
* Market Size: US$ 97 billion
inFY20.

Over 81% revenue comes
from the export market.

BFSI continues to be the key
vertical for the IT sector.

IT services accounted for
about 50.50% of the IT &

Ue lad rok
Pe aac od Software products and

Market size: US$ 38 billion in
FY20. Market size of BPM
industry to reach US$ 54
billion by FY25.

About 87% revenue comes
from the export market.

BPM had a 19.79% share of
the IT & BPM market
revenue in India in FY20.

= Market size’ US$ 34.39
billion during FY19.

= Over 83.9% of
comes from export.

revenue

= It had around 19% revenue
share in the Indian IT space
in FY19.

Market size’ US$ 14.48
billion in FY19.
The domestic =— market

accounts for a_ significant
share.

Hardware exports from India
was estimated to grow at 7-
8% in FY19.*

BPM market revenue in India
in FY20.

Market Size

The IT & business service industry’s revenue was estimated at ~US$ 6.96 billion in the first half of 2021, an increase of
6.4% YoY. The export revenue of the IT industry is estimated at US$ 150 billion in FY21. According to Gartner estimates,
IT spending in India is estimated to reach US$ 93 billion in 2021 (7.3% YoY growth) and further increase to US$ 98.5
billion in 2022. The BPM sector in India currently employs >1.4 million people, while IT and BPM together have >4.5
million workers, as of FY21.

India's software services exports (excluding exports through commercial presence) increased by 4% in FY21 compared
with FY20 and are estimated at USD 133.7 billion during 2020-21.

Indian software product industry is expected to reach US$ 100 billion by 2025. Indian companies are focusing to invest
internationally to expand global footprint and enhance their global delivery centres. In line with this, in February 2021,
Tata Consultancy Services announced to recruit 1,500 technology employees across the UK over the next year. The
development would build capabilities for TCS to deliver efficiently to the UK customers.

As of FY21, the IT industry employed 4.5 million people.

The data annotation market in India stood at US$ 250 million in FY20, of which the US market contributed ~ 60% to the
overall value. The market is expected to reach US$ 7 billion by 2030 due to accelerated domestic demand for AI.

80
Ela r ee MU el tem mee met Mellie)

 

250 + *CAGR 7.50% >

200

150

100

50

 

FY16 FY17 FY18 FY19 FY20E FY21E

=Domestic* mExport

 

 

 

Strong growth in IT & BPM exports

The export sector crossed US$ 147 billion in revenue in FY20, growing at 8.1%.
Exports rose at a CAGR of 8.05% during FY16 - FY19.

Export of IT services has been the major contributor, accounting for 54% of total IT export (including hardware)
during FY19.

BPM and Engineering and R&D (ER&D) and software products export accounted for 23% each to total IT exports
during FY19. ER&D market is expected to grow to US$ 42 billion by 2022 from US$ 28 billion currently.

According to STPI (Software Technology Park of India), software exports by the IT companies connected to it, stood
at Rs. 1.20 lakh crore (US$ 16.29 billion) in the first quarter of FY22.

In August 2021, the Union Minister of State for Electronics and Information Technology, Mr. Rajeev Chandrasekhar,

announced that the IT export target is set at US$ 400 billion for March 2022. In addition, the central government plans
to focus in areas, such as cybersecurity, hyper-scale computing, artificial intelligence and blockchain.

81
Growth in export revenue (US$ billion) Sector-wise breakup of export revenue (FY19)

 

1600 > CAGR 6.05%

140.0
120.0
100.0
60.0
600
40.0
200
00

IT Services

BPM

E R&D and software
Products

 

© R 2 o
¥ > > >
i i i i

miTservices =BPM © Software Products and Engg. Services

 

Investments/ Developments

Indian IT's core competencies and strengths have attracted significant investment from major countries. The computer
software and hardware sector in India attracted cumulative foreign direct investment (FDI) inflows worth US$ 74.12 billion
between April 2000 and June 2021. The sector ranked 2nd in FDI inflows as per the data released by Department for
Promotion of Industry and Internal Trade (DPIIT). Japanese investments in the Indian IT sector grew 4X between 2016 and
2020. Investments stood at US$ 9.2 billion in the review period.

Leading Indian IT firms like Infosys, Wipro, TCS and Tech Mahindra are diversifying their offerings and showcasing
leading ideas in blockchain and artificial intelligence to clients using innovation hubs and research and development centres
to create differentiated offerings.

Some of the major developments in the Indian IT and ITeS sector are as follows:

¢ In November 2021, Wipro partnered with TEOCO to build solutions for communication service providers (CSPs) to
improve network automation, efficiency, flexibility and reliability.

e In August 2021, Tata Consultancy Services was adjudged a leader in the NelsonHall NEAT for CX Services in
Banking, Financial Services and Insurance (BFSI).

e In August 2021, SAP India and Microsoft announced the introduction of TechSaksham, a collaborative skilling
initiative aimed at enabling young women (from underprivileged regions) to pursue careers in technology. 62,000
women students will be trained in artificial intelligence (AI), cloud computing, web design and digital marketing as a
result of this collaboration.

e In August 2021, Startek, a business process management company, announced a plan to increase its minority stake in
CSS Corp to reach a wider market. It also announced a plan to recruit >2,000 employees in India, in FY22.

¢ In July 2021, Wipro announced plans to invest US$ 1 billion over the next three years to expand its cloud technology
capabilities through acquisitions and collaborations.

e In July 2021, Infosys announced that it has set up an Automotive Digital Technology and Innovation Centre in
Stuttgart, Germany. Automotive IT infrastructure professionals stationed in Germany will transfer from Daimler AG
to the new Digital Technology and Innovation Centre as part of Infosys' relationship with Daimler.

e In July 2021, TCS expanded its strategic partnership with Royal London, the largest mutual life insurance, pensions

and investment company in the UK, to help the latter transform its pension platform estate and deliver market-leading
services to members and customers.

82
In July 2021, Tata Technologies partnered with Stratasys, a 3D printing technology company, to provide advanced
additive manufacturing technologies to the Indian manufacturing ecosystem.

In July 2021, Tech Mahindra Foundation and Wipro GE Healthcare have joined forced to offer skilling and upskilling
courses to students and healthcare technicians.

In July 2021, HCL announced a multi-year agreement with Fiskars Group, consisting of a family of lifestyle brands
including Fiskars, Gerber, littala, Royal Copenhagen, Waterford and Wedgwood for digital transformation.

In July 2021, TCS launched Jile 5.0, a key release of its Enterprise Agile, on-the-cloud services, planning and delivery
tool that enables enterprises to meet the large-scale development needs of multiple distributed teams.

Government Initiatives

Some of the major initiatives taken by the Government to promote IT and ITeS sector in India are as follows:

In November 2021, the government launched Internet Exchange in Uttarakhand to enhance the quality of internet
services in the state.

The Karnataka government has signed three MoUs worth US$ 13.4 million (Rs. 100.52 crore) to help the state's
emerging technology sector.

In August 2021, the Union Minister of State for Electronics and Information Technology, Mr. Rajeev Chandrasekhar,
announced that the IT export target is set at US$ 400 billion for March 2022. In addition, the central government plans
to focus in areas, such as cybersecurity, hyper-scale computing, artificial intelligence and blockchain.

In September 2021, the Indian government announced a plan to build a cyber lab for the “Online Capacity Building
Programme on Crime Investigation, Cyber Law and Digital Forensics’ to strengthen cyber security capabilities.

In September 2021, the Ministry of Electronics and Information Technology (MeitY) organised a workshop under the
theme of ‘Connecting all Indians’, to promote public and private stakeholders’ interest in the country and expand
internet access to remote areas.

In September 2021, the Indian government launched the Meghalaya Enterprise Architecture Project (MeghEA), to
boost service delivery and governance in the state by leveraging digital technologies, to make Meghalaya a high-
income state by 2030.

In September 2021, the Indian government launched Phase II of Visvesvaraya PhD Scheme to encourage research in
42 emerging technologies in Information Technology (IT), Electronics System Design & Manufacturing (ESDM) and
Information Technology Enabled Services (ITES).

In September 2021, the Indian government inaugurated five National Institute of Electronics & Information
Technology (NIELIT) Centres, in three North Eastern states to boost availability of training centres and employment
opportunities.

In August 2021, the India Internet Governance Forum (IGF) — 2021 was launched at Electronics Niketan in New
Delhi by the National Internet Exchange of India (NIXI), the Ministry of Electronics and Information Technology
(MeitY) and the Chairman of the Coordination Committee of the IIGF-2021. The event will take place over three days
beginning October 20, 2021. The meeting's topic this year is Inclusive Internet for Digital India.

On July 2, 2021, the Ministry of Heavy Industries and Public Enterprises launched six technology innovation platforms
to develop technologies for globally competitive manufacturing in India. The six technology platforms have been
developed by IIT Madras,Central Manufacturing Technology Institute (CMTI), International Centre for Automotive
Technology(iCAT), Automotive Research Association of India(ARAI), BHEL and HMT in association with
I[ScBanglore.

In Budget 2021, the government has allocated Rs. 53,108 crore (US$ 7.31 billion) to the IT and telecom sector.
Department of Telecom, Government of India and Ministry of Communications, Government of Japan signed a MoU

to enhance cooperation in areas of 5G technologies, telecom security and submarine optical fibre cable system.

83
Road Ahead

India is the topmost offshoring destination for IT companies across the world. Having proven its capabilities in delivering
both on-shore and off-shore services to global clients, emerging technologies now offer an entire new gamut of
opportunities for top IT firms in India. Indian IT & business services industry is expected to grow to US$ 19.93 billion by
2025.

In November 2021, Mr. Piyush Goyal, Minister of Commerce and Industry, Consumer Affairs, Food and Public
Distribution and Textiles, lauded the Indian IT sector for excelling its competitive strength with zero government
interference. He further added that service exports from India have the potential to reach US$ 1 trillion by 2030.

Note: Conversion rate used for November 2021 is Rs. 1 = US$ 0.013

Notes: * - As per Gartner, ‘ - Artificial Intelligence

(Source: https://www.ibef.org/industry/information-technology-india.aspx)

 

GLOBAL PRINTING INDUSTRY

Digital printing is a method of printing digital-based images directly onto a variety of media materials in the Global Digital
Printing Market. In contrast, to offset printing, digital printing does not require a printing plate. Printing on paper, art paper,
canvas, and fabrics, plastic, cardboard, and other materials is possible with digital files such as PDFs and desktop publishing
files delivered directly to Digital Press. Digital printing equipment does not require a printing plate, which makes it different
from traditional analogue printing processes such as offset printing. Instead of using a metal plate to transfer the image, the
digital press prints directly on the media substrate which caused growth in the Global Digital Printing Market.

Research Methodology: - Request Free Sample Report 2020 is considered as a base year to forecast the market from 2021
to 2027. 2020’s market size is estimated on real numbers and outputs of the key players and major players across the globe.
Past five years’ trends are considered while forecasting the market through 2027. 2020 is a year of exception and analysed
especially with the impact of lockdown by region.

Global Digital Printing Market Dynamics:

Digital printing effortlessly changes graphics and messages utilizing Variable Data Printing. Digital printing's earlier
drawbacks are gradually dissipating as print superiority and speed improve, and digital printing equipment is closing the
gap on offset output. This boosts the remarkable growth of the Global Digital Printing Market. The cutting-edge technology
in comparison to old-fashioned printing methods like offset printing and solid ink printing, digital printing uses minor
solvents and fewer contaminated chemicals, hence result of the increased emphasis on green printing and cost-effective
production, demand for digital printing solutions in the printed electronics sector is increasing. Packaging can define the
standard of the products; thus, producers spend the majority on lucrative packaging on the product to be more presentable.
Digital Printer is being used in the high-quality graphic on plastic outer, textile, and release liners which are done by UV
cured printing with top-notch details, clarity, and quality. Digital printing is well established in textile and packaging and
label production with electrophotography and inkjet have potential growth in the global digital printing market. The Digital
Textile Printing market is booming with high growth in the United States expected to cross 31 billion in the current year.
Revolution in digital fabric printing machines and equipment with brands like Epson, Mutoh, and Roland provide high-
quality machinery enable to produce the accurate and quality textile print.

Restraints: Primary investments for digital printers are on the expensive side with installation and maintenance occurs
higher costs which is difficult for small players to invest such costs. The need for toner and inkjet technology usage required
overall high cost which reduces the small players in the global digital printing market with current technological equipment.
The rising digital era bringing eBooks, digital advertisement, online signage, billboards, and other digital platforms reduces
the demand for printing tools. Growth in digital signage and indoor signage is booming as the majority population uses
mobile devices and online content consumption makes the digital platform more suitable to advertise instead of investing
in physical ads methods like brochures, pamphlets, and other printed mediums.

Global Digital Printing Market Segment Analysis:
By Type, the Inkjet printer is dominating segment in the global digital printing market as it is used most commonly in all
regions due to availability and easy installation, and cost-effectiveness. Inkjet is used as an alternative to a laser printer for

the print copy, scan, colour print and fabric, and flex prints. Laser printing is an expensive type due to high machinery costs,
maintenance, and printing cost.

84
Global Digital Printing Market,
by Type 2020-2027 (USD Miillion)

2020 2024 2022 2023 2024 2025 2026 2027

mm Laser m inkjet

By Ink Type, the aqueous link type is dominating the global digital printing market with a market share of xx%. Aqueous
is the most common type of ink which is used in all common printers. Aqueous ink is used in pigment, dye, or combination
as the colorant and has common features such as evaporation, open time, and nozzle wetting. Other links like solvent and
dye sublimation held the market share accordingly to market demand and analysis provided in the report.

Global Digital Printing Market,
by Ink Type (%) in 2020

 

= Aqueous’ ®& Solvent = Dye Sublimation #& Latex = Other

By Application, Plastic Films and foils are the dominating segments with a total market share of xx% due to increased
usage in the packaging and advertising sector. Plastic films and foils are generally used in packaging the product with a
plastic cover or package with a digital printed design of information, styling, and attractive packaging. Paper and books are
the second highest in the application of digital printing. The most general use of digital printing is in paper and books.
Recently fabric printing is the new trend in the market as new printing machinery allows the manufacturer to print on fabric
with high detailed work.

Global Digital Printing Market,
by Application (%) in 2020

 

= Plastic Films and foils ™Paperand books Fabric ™ Glass m™ Ceramic

Global Digital Printing Market Regional Insights:
North America is dominating region in the Global Digital Printing Market with 10.9 billion in 2021 expected to increase to
1.7%. As the number of services conducted online increases, more houses are expected to use digital printing companies
for large document orders. The rise in computer use translates to greater use of digital technologies that require printing
services. The percentage of services conducted online is expected to increase in 2020, representing a potential opportunity
for the industry. Asia Pacific is expected to grow at a CAGR of 5.5% and emerge as a potential region due to many
developing countries like India, Pakistan, the Philippines, and other Southeast Asian countries are ramping up the
infrastructure in textile printing and exporting. Hardcopy printer sales stood at a total of 94.23 million units worldwide.

Global Digital Printing Market Regional Insights

   

PVT. LTD.

The objective of the report is to present a comprehensive analysis of the Global Digital Printing market to the stakeholders
in the industry. The past and current status of the industry with the forecasted market size and trends are presented in the
report with the analysis of complicated data in simple language. The report covers all the aspects of the industry with a
dedicated study of key players that include market leaders, followers, and new entrants. PORTER, PESTEL analysis with
the potential impact of micro-economic factors of the market have been presented in the report. External as well as internal
factors that are supposed to affect the business positively or negatively have been analysed, which will give a clear futuristic
view of the industry to the decision-makers. The report also helps in understanding the Global Digital Printing market
dynamics, structure by analysing the market segments and projecting the Global Digital Printing market size. Clear
representation of competitive analysis of key players by product, price, financial position, product portfolio, growth
strategies, and regional presence in the Global Digital Printing market make the report investor’s guide.

(Source: Digital Printing Market: Global Industry Analysis and Forecast 2021-2027( www.maximizemarketresearch.com)
INDIAN PRINTING INDUSTRY

Print and packaging is the first thing that attracts consumers. These two play an important role especially in the consumer
goods industry. In 2009, an American multinational company producing fruit-based beverages learnt a hard lesson when
its consumers discarded its products due to new packaging. The company replaced its best-selling orange juice packaging
for the North American market, but the new packaging failed miserably. A few days later, sales dropped by 20 per cent as
consumers started to criticise the new design on social media.

Taking these two instances into consideration, we can say that packaging has turned out to be a necessary step for any

product-launching strategy irrespective of industry sectors. Visually graphic and appealing packaging draws the consumers
to buy stuff whether offline or online. Consumers mostly translate an attractive packaging for high quality, thus premium

86
products are often seen in more consumer-friendly and attractive packaging. A study states that 60 per cent of consumers
use social media sites to talk about products and recommend them, which can impact the sales drastically.

Thus, the print and packaging sectors have been translated into a new business vertical which includes thousands of
packaging companies, including from raw material supplies and processing to from designing and printing. In India, too,
the sector has been seeing constant growth with an increase in packaged food consumption, awareness and desire for quality
products.

As per industry insights, the Indian packaging industry was about US$ 31.7 billion in 2015. However, the industry is
expected to reach an outstanding growth till 2021, anticipated to grow by US$ 72.6 billion by FY20, growing at a CAGR
of 18 per cent, according to an ASSOCHAM-EY joint study. “The growth is driven by key factors such as rising population,
increase in income levels and changing lifestyles. Increasing media penetration through the means of the Internet and
television are fuelling the demand for packaged products in rural India as well,” noted the joint study.

Print and packaging on the rise

The print industry constitutes around four per cent of the global market, while per capita packaging consumption in India
is quite low at 8.7 kilograms as compared to countries like Germany and Taiwan where it is 42 kilograms and 19 kilograms,
respectively. But the study suggests, and experts too claim that the growth in the packaging industry in India is mainly
driven by the food and pharmaceutical packaging sectors. The large and growing Indian middle class along with the growth
in organised retailing in the country are fuelling the growth in the packaging industry.

Another factor that has provided substantial stimulus to the packaging machinery industry is the rapid growth of exports,
which requires superior packaging standards for the international market. With this, the need for adopting better packaging
methods, materials and machinery to ensure quality has become very important for Indian businesses.

There are more than 36 printing institutes and some of these are giving even post-graduate education. Printing, especially
packaging printing, is now one of the fastest growing sectors in India. It is said that since 1989, the growth of printing
coupled with packaging printing industry is above 14 per cent” According to Chopra, there are two main reasons for why
India is one of the few markets in the world that offers high prospects for growth and earning potential in the printing and
packaging industries: first, the spread of education is making people aware, and second, India has an abundance of raw
material for processing and packaging products.

E-commerce and organised retail are also pushing the sector. Online shopping and widespread retail across the country has
thrust the demand for quality packaging of products. “The packaging industry, which employs about 5 million people
directly and three times more indirectly, will continue to grow due to rapid changes being undertaken by the industry
players. Organised retail and e-commerce boom, which offer huge potential for future growth of retailing, will continue to
support the packaging industry.” says S. Dayaker Reddy, President of Indian Printing, Packaging and Allied Machinery
Manufacturers’ Association (IPAMA).

Typically, there is a predominance of paper and paper boards, but globally, plastic is being used as the packaging material
in industries including FMCG and pharmaceuticals. As per IBEF data, at 49 per cent, plastics are the largest single material
used for packaging in India. Also, consumerism going towards ready-to-eat products is driving the usage of flexible
packaging, with 38 per cent of packaging involving food products. These products have also made changes in the packaging
sector with great emphasis on quality of packaging material, while maintaining the hygiene and quality of food.

Similarly, for products like apparel, which do not require rigid boxes for protection, e-commerce offers possibilities for
flexible packaging with such advantages as lightweight, energy saving due to less energy consumption of package
production, possibilities to adjust it for different products, small pack size, and ease of storage and disposal as compared to
rigid packaging. According to PackPlus insights, a global event for packaging stakeholders, the demand for flexible
packaging in 2017 was estimated at US$ 5.6 billion, which is expected to grow at around 10 per cent annually over the next
five years.

However, e-commerce has also boosted the demand for rigid packaging, such as for cartons or corrugated boxes. As per
the study, rigid packaging accounts for 80 per cent of the Indian packaging market. These are especially used in the
packaging of electronics, glassware and products that require firm packaging for protection.

Technology and trends

With the advent of exponential technologies, the print and packaging sectors have revolutionised the way things work,
while digital printing has changed the game. According to AIFMP data, the industry is growing rapidly at the rate of 12 per
cent per year and consists of more than 250,000 MSMEs and big printers. The data also suggests that the packaged printing

87
industry is growing at an annual rate of 17 per cent, commercial printing at an annual rate of around 10 per cent and digital
printing at a robust growth rate of 30 per cent.

With this, the print-packaging sector has already moved from heavy machinery to more software-based businesses. Digital,
also known as quick printing, is considered as the industry’s second largest segment, mostly used by small businesses where
printing solutions have quick turnaround times.

Another trend experts are noticing is of UV digital printing and inkjet technology, which are on the rise in India. Whereas,
offset and digital are co-existing in printing operations.

Experts are of the opinion that, with the use of newer technologies, digital printers and other packaging platforms are
together making a synapse to bring out the best packaging solutions to the market. “Here, the key thing is that digital
packaging today is enhancing the ‘unboxing experience’ that attracts the consumers beyond the brand reach,” says Varun
Rao, Director of Leo Design Packaging. The demand for packaging products for promotions, launches and similar events
have put an emphasis on packaging and it is now much more imperative t han ever. “People now want to print on everything,
from company products to giveaways, and packaging too matters along with bags and boxes. Packaging has become the
product extension and part of branding,” he adds.

Another trend that is transcending is of smart packaging, which embeds every pack with a unique identity, allowing
interaction between manufacturers, brand owners and consumers throughout the lifecycle of the pack. Last year, packaging
and processing solution provider Tetra Pak introduced smart packaging with dynamic QR codes for liquid food packaging.
Out of three Tetra Pak markets globally, India is now one to have the unique PICCO printing technology for printing
dynamic QR codes. The company is piloting with two F&B brands, which are being produced at Tetra Pak’s India
manufacturing facility near Pune.

The print and packaging sectors are a mix of organised to very small players with localised presence. In addition to this,
factors such as the booming Indian economy, increasing consumerism, entry of global brands in the country and opening
of the sector to foreign investors are bound to offer growth opportunities to the industry. With this, the domestic and
overseas demand for packaging is to grow rapidly within the next few years. Companies like Uflex, Essel Propack, TCPL
and others are coming up with innovative packaging solutions and hosts of other sophisticated material for the market to
bring up the growth graph. For instance, Uflex has already crossed the one billion-mark in 2017-18 by registering a total
consolidated income of 26,808.53 crores (around US$ 1.01 billion). The company has ventured into aseptic liquid
packaging with its brand Asepto last fiscal, and has high expectations from this segment in the coming years. Considering
these figures, companies like Essel Propack and Uflex are some of the stocks where investors can seek to invest for the
long term.

As per the Confederation of Indian Industry (CII), by 2025, India is expected to become the fifth largest consumer market
in the world. A steep rise in the demand for personal care products as a result of changing lifestyles, urbanisation and
increased personal health awareness has boosted the growth of the rigid packaging market, especially in regions such as the
Asia-Pacific.

The hiking food and beverage sector growth in countries such as India is also supposed to bring growth opportunities for
the very market. However, increasing implementation of flexible packaging materials, fluctuating raw material prices and
stringent government regulations in different countries regarding usage of plastic packaging and its disposal might act as
restraining factors for market growth. Nevertheless, with all the technologies interventions and growing capabilities in the
last decade, the Indian print and packaging sectors have advanced significantly and are becoming one of the most trending
businesses at this time. “Both small and medium enterprises in print and packaging sector have considerable growth
opportunities. As far as Government initiatives are concerned, these two sectors are getting encouragement, as far as product
promotion is concerned. These sub-sectors are also getting subsidies and financial assistance through Government agencies
like NSIC, Export Promotion Councils, DC, MSME, Ministry of MSME etc.” concludes Reddy of IPAMA.

(Source: The print and packaging sectors seeing growth with technology interventions (yesbank.in))

 

88
OUR BUSINESS

This chapter should be read in conjunction with, and is qualified in its entirety by, the more detailed information about our
Company and its financial statements, including the notes thereto, in the section titled “Risk Factors” and chapters titled
“Restated Financial Statements” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 20, 137 and 140 respectively, of this Prospectus.

Unless otherwise indicated, the Restated Financial Statements included herein is based on our Restated Financial
Statements for period ended January 15, 2022 and Financial Years ended on March 31, 2021 and 2020 included in this
Prospectus. For further information, see “Restated Financial Statements” beginning on page 137 of this Prospectus.

OVERVIEW

Our company was originally incorporated as a One Person Company under the name “Ekennis Software Service (OPC)
Private Limited” under the provisions of the Companies Act, 2013 and Certificate of Incorporation was issued by the
Registrar of Companies, Central Registration Centre, Manesar on February 28, 2019. The status of the Company was
changed to public limited and the name of our Company was changed to “Ekennis Software Service Limited” vide Special
Resolution passed by the shareholders at the Annual General Meeting of our Company held on November 05, 2021. The
fresh certificate of incorporation consequent to conversion was issued on January 04, 2022 by the Registrar of Companies,
Bangalore. The Corporate Identification Number of our Company is U72900KA2019PLC122003. For further details and
details of changes in the registered office of our company, please refer to the chapter titled “History and Certain Corporate
Matters” beginning on page 116 of this Prospectus.

Our Company is in the business of Software IT Solution and Consulting Services, IT Product / Software Development and
Software Training, Enterprise Resource Planning Solution, Learning Management Solution, 3D Printing, Digital Printing
and Packaging Design Management consultancy. We have leveraged our domain expertise, processes and infrastructure to
diversify our offering of services to cater to a variety of business sectors.

We consult, develop solutions around ERP systems that optimize business processes and leverage corporate knowledge
leading to competitive advantage. We also provide business process analysis and system design, technical expertise,
implementation, training and support services. We have expertise in SAP ERP (Technical & Functional). Our major focus
areas for implementation are discrete Manufacturing, Automotive, Food Processing, Chemicals, Telecom sectors. We have
a team of SAP Professionals who have the credentials and capabilities to support service and consult our customers. Our
consultants are trained and qualified on SAP, Microsoft and Oracle.

Our company has been incorporated by combining the expertise & resources with 4.5 years of service experience in
delivering Training, fill-stack web development, project handling, outsourcing & recruitment. We have a successful track
record of outsourcing manpower with multiple clients across India, delivering ERP Support services with our clients, having
built-in software application packages to support various operations.

Our growth is further driven by our ability to make available an assortment of quality services in the following areas:

IT Solutions: Our company is an Enterprise Resource Planning solution providing organization and a Solution
Implementation Company in SAP, Microsoft and Oracle. We provide services to our customers services that include
tailored solutions by comprehending clients’ requirements and technology enabled services that meet business objectives.
3D and Digital Printing: Our Company provides 3D printing and packaging services, a range of innovative packaging
products for the retail, food, fashion, entertainment, sports, baby care, personal & hygiene, industrial & agriculture
industries.

REVENUE FROM OPERATIONS

Based on our Restated Financial Information, our revenue from operations, total income and profit after tax for the period
ended January 15, 2022 and Financial Years 2021 and 2020 were as follows:

 

 

 

 

 

For the period ended For the Financial Year ended
5 January 15, 2022 2020 - 2021 2019 - 2020
Particulars 1
‘Amount % of Total ‘Amount % of Total "Amount % of Total
Income Income Income
Revenue from operations 361.66 98.50 465.89 99.41 485.78 100.00
Other income 5.52 1.50 2.78 0.59 - =

 

 

 

 

 

 

 

 

 

89
 

 

 

 

 

 

 

 

 

 

 

 

For the period ended For the Financial Year ended
. January 15, 2022 2020 - 2021 2019 - 2020
Particulars 1
% %
Amount % of Total amount % of Total JAmourit % of Total
Income Income Income
Total Income 237.35 100.00 468.67 100.00 485.78 100.00
Profit after Tax 70.20 19.12 94.92 20.25 22.60 4.65
OUR LOCATIONS

 

Registered Office 2™4 Floor, Concord Anthuriams, Neeladri Rd No. 49,50,51, Dodathogur Vill, Electronic City,
Bangalore — 560 100, Karnataka, India

 

 

Branch Office 5" Floor, Flat No. TA-512, Block Topaz-A, Urbana Jewels, Gram Mudrampura, Sanganer, Jaipur,
Rajasthan, India
Branch Office “Chitra Meadows”, Site Number 39, Khata Number 74/2, Mylasandra Village, Begur Hobli,

 

 

 

Bangalore — 560 100, Karnataka, India

 

OUR COMPETITIVE STRENGTHS
1. Experienced Promoter and a well-trained employee base.

Our Promoter is experienced in our line of business. We benefit from the vision and strategic guidance of our Promoter.
Our Promoter, Ms. Manisha Sharma has received “Certificate of Achievement” award in the “Entrepreneurial Success
Stories” hosted by the Ministry of Skill Development and Entrepreneurship at National Entrepreneurship Awards, 2019,
New Delhi. Our management and employee team combines and experience to outline plans for the future development of
the company. Industry knowledge and understanding also gives us the key competitive advantage enabling us to expand
our geographical and customer presence in existing as well as target markets, while exploring new growth avenues. Our
Promoter is supported by a team with several years of experience in their respective domains.

2. Comprehensive and integrated range of offerings that provide a “one stop shop” for managed business solutions
to a diversified clientele.

Our business offerings provide a comprehensive range of solutions, which we believe provide a “one stop shop” for our
customer’s adoption, and is an important factor in customer acquisition, retention and sets us apart. Due to our
comprehensive and integrated product range, we are able to provide services to our customers across initiation,
implementation and post-delivery stages. We have a customer satisfaction score and we meet 100% of our support via
agreed SLA, KPI, KRA and provide round the clock support from excellent backend team.

3. E-Learning & Mobile Learning Solutions.

Our innovative, interactive, immersive learning content combined with effective pedagogy is a powerful tool for knowledge
and skill enhancement. Our e-learning & mobile learning solutions are aimed at helping organizations ensure that their
people deliver sustained business benefits and return on investment. Our web-based learning management system helps in
making learning easier by offering a large number of collaboration features such as messaging, groups, forums, blogs,
discussions, tagging, rating, comments, etc. It also enhances peer to peer learning experience along with actively engaging
people on an individual level. Progress is tracked and analyzed accurately using graphs, pie charts, histograms, spider
charts, etc. Our SaaS-based platform eliminates costly installations and investments in hardware as it is web based. We
provide end-to-end solutions starting from hosting, content management, updates to support.

4. EATS (Ekennis Application Tracking System) for Staffing Solutions.

EATS is an enterprise-friendly software built by us which is highly modular without runaway costs. It is a software
application built to automate hiring process in an organized approach, enhance efficiency in organization’s recruiting and
staffing operations - by addressing multi-layer entity structure to bridge and interconnect each other as per operational
requirements (company, vendor, Admin, HR-internal & HR-vendor). The application is enabled with career page hosting
platform and keeps track of job posting, candidate information, interview process, vendor operation and hiring reports.
Designed to creating complex hiring operation into a most simplified tool to manage and operate.

5. One Stop Packaging Provider.

Our digital printing under “myperfectpack” brand, supplies a range of innovative packaging products for the Food, Baby
Care, Personal & Hygiene, Industrial & Agriculture industries. “myperfectpack’s wide range of products meet international

90
quality standards and are produced to satisfy customers’ requirements in the ever-changing food and packaging industry.
The business leaders have trusted us to solve their strategic and creative challenges: from branding, business design, UI/UX
design, product design, packaging design to communication design, across industries and regions. Guided by our systematic
approach and methodologies such as Design Thinking, we help SMEs build brands that matter. Our team is committed to
continuously improve and excel in our capabilities to make the world a more creative place and empower each entrepreneur.
This is one kind of unique printing capability which gives customer flexibility to choose design, quantity, and quality of
printing products under one roof.

6. Digitized Printing with modern-day technology.

We have latest machineries installed for our Digital Printing Segment. Currently, we have installed Vulcan Flatbed Cutter
Model Number FC-500VC (“VFC”), NRG 5100 Digital Printer (“NRG”) and SMFM - 375 E - Lamination Machine with
Foil Rewinding (“SMFM”) at our registered office for our 3D Printing and Digital Printing Business.

The VFC Machine is a digital system used to cut & creasing the paper sheet. This is primarily used to create a Paper /
Plastic Box up to 400 GSM. In this, we can have perforation cut, die cut, kiss cut and creasing, any kind and shape of box
be cut and prepared easily in a minute, comes with camera system, user friendly touch screen, advanced contour cutting,
network interface, u-disk function and QR code system and can store customer design.

The NRG Printer is used to take printout up to 400 GSM paper or plastic sheet. This helps to print on semi-finished product
and later convert as per customer requirement. It has high speed printer, copier and scanner in one single machine which
helps to solve many multiple requirements, can print up to 80 pages per minute and 1,50,000 pages a month, has 4 drum
dry electrostatic transfer system with internal transfer belt with oil-less belt fusing method with fiery E-22B colour
controller specifications for better control over output of colour. It has Vertical Cavity Surface Emitting Laser and high-
quality toner to provide more vivid colours and smooth gradations for micro type, fine lines, graphics and photographic
reproductions. It provides advantage to print on different media like Hard Paper, Sticker Sheet, Transparent sheet, Glossy
sheet, waterproof sheet, plastic pouch. The machine has wide digital applications like Non Tear able Sticker, Non Tear able
Album, Non Tear able Boards, PVC., Brochure, Leaflets, Posters, Flyers, Visiting Cards, Id Cards , Tags, Business Cards,
Stickers, Catalogues, Photo Books, Manuals, Letter Pads, Posters, Print full-colour or black-and-white documents at speeds
of 65 or 80 ppm, Deliver impressive colour with image resolution up to 1200 x 4800 dpi, Produce documents in sizes up to
13" x 19.2", Advanced scanning capabilities, Paper capacity up to 8,100 sheets, Comprehensive inline finishing options,
and Protect document integrity.

The SMFM Machine is hot cold lamination and foil transfer machine which gives metallic foils, lamination and holographic
effects to printed sheets. It is a dual laminator and foil-flaring device, designed to offer an in-house decorative effects
solution for short-run, on demand digital applications, as well as lamination for traditional lithographic offset output too. It
delivers superb foiling, lamination and HOLO graphics, makes any existing sheet more durable, glossy and shiny, and
makes existing raw material as water proof also.

7. Quality Policy.

Our company is constantly focused on building quality into the culture of the organization. We continuously assess and
improve our operations, methods and dealings with people, both inside and outside the organization, while deploying
effective tools and techniques of quality management. We have established, documented, implemented and is maintaining
a Quality Management System and continually improving the effectiveness of our services. Our QMS scope covers
provision of software solutions encompassing project management, consultancy, analysis, design, development, testing and
validation, installation, maintenance, technical support and re-engineering services in the areas of systems and applications
software as applicable to client-server computing, internet-based applications, object-oriented technology, multimedia and
embedded systems. Moreover, our products under Digital Printing Segment, are approved by GS1 India. GS1 standards
facilitate unique and universal identification, capture and share of information on products and services, from point-of-
origin to point-of-sale or dispensation. Most commonly, their standards are used in barcoding of consumer items and they
enable important applications such as product authentication, track & trace, product recall, real-time stocks monitoring,
online selling and more. When the industries use GS1 standards, consumers benefit from enhanced product availability,
safety & security and making better purchasing decisions whether shopping online or offline.

8. Strengthen human capital.
Our employees and management team are our most valuable asset. Investing in human capital by training, and retaining
our key people has been and will remain critical to our success. To achieve this, we intend to remain committed to provide

our personnel with opportunities to expand our business within their areas of expertise. We will also continue to provide
our personnel with personal and professional growth opportunities, including training and performance-based incentives.

91
9. Cost Advantage and Differentiation Strategy.

Our company attempts to be the lowest cost producer. In the professional services, this usually means lowering the cost of
talent by either using professionals from countries or regions with lower wages or employing more automation in the firm’s
business process. In many industries, high capital costs limit competitors. This is not true in professional services.
Consequently, cost advantage strategies are challenging to maintain over time. We are cheaper than our competitors like
HCL, Datamatics, Team lease, Quess, Adacco etc. Our company attempts to establish and maintain meaningful differences
between “Ekennis” and its competitors. We provide certified, qualified and trained resources to our customers.

OUR BUSINESS STRATEGIES
1. Increase our existing installed capacities.

We propose to set up a new printing facility which shall expand our existing installed capacities for Digital Printing. We
have already procured a land in Bangalore situated at “Chitra Meadows”, Site Number 39, Khata Number 74/2, Mylasandra
Village, Begur Hobli, Bangalore — 560 100, Karnataka, India, from our Promoter on leave and license basis (rent free) for
the proposed expansion. We have also purchased a property at 5'" Floor, Flat No. TA-512, Block Topaz-A, Urbana Jewels,
Gram Mudrampura, Sanganer, Jaipur, Rajasthan, India to set up another printing facility at Jaipur. This shall help us cater
to expand our customer base and increase our revenue from operations. We believe with our knowledge and experience in
our industry segment, we are well poised to leverage the opportunity this industry offers. We shall continue to strive to
offer qualitative and diverse products to meet evolving preferences of customers.

2. Increase Brand awareness.

We believe that it’s critical for success to have strong brand recognition and recall value. We intend to enhance the brand
recognition of our services through our presence in major cities. We also intend to focus on use of targeted marketing
initiatives such as digital and print advertisements, as well as marketing through traditional channels such as outdoor
advertising. Our marketing and advertising initiatives shall be directed to increase brand awareness, acquire new customers,
drive customer traffic across our retail channels and strengthen our brand recall value.

3. Build capabilities and functional expertise with a focus on the Education, Food, Entertainment, Healthcare,
Manufacturing, Hospitality & Retail Vertical.

We intend to adopt an industry-wise focus to further develop our business. We are in the process of implementing several
initiatives, including structuring our organization by way of industry verticals to accumulate relevant industry experience.
These verticals include Education, Food, Entertainment, Healthcare, Manufacturing, Hospitality & Retail Vertical. Across
industries, software service has become a valuable source of competitive differentiation among companies. We have also
made strategic hires to strengthen our sales and delivery channels to acquire potential clients engaged in the industry. We
intend to continue to strengthen our understanding of verticals where we are already present and verticals with strong
growth opportunities that are under-penetrated in terms of digital transformation.

4. We provide a diverse range of software products across varied customer segments.

We provide an extensive range of Software IT Solution and Consulting Services, IT Product / Software Development and
Software Training, Enterprise Resource Planning Solution, Learning Management Solution and Print Design Management.
Our Company was founded on the ideology of serving the needs of the companies with our expertise in software
technologies, we have developed a diverse range of software products. Since our inception, we have expanded our range
of offerings and achieved economies of scale in product development and maintenance and in our product portfolio which
has enabled us to service new markets and explore new product offerings to our customers. We have also developed
customized products to suit specific requirements of our customers. We believe that our broad range of products and our
ability to customize products allows our end customers to source most of their product categories from a single brand and
enables us to expand our business from existing customers, as well as address a larger base of potential customers.

5. Continue to Focus on Providing Customer Centric Services and Offerings.

We plan to increase the breadth of our software services by offering additional services throughs software maintenance and
staffing facilities for the new product range, as we believe this will expand our scope of our business and further enhance
the reputation of our brand. We also intend to enhance our existing product range by creating customized packages to our
customers, based on customers’ needs. We expect that these packages will increase revenue per customer. Our dedicated
sales and marketing team will continue to promote our business profiles and grow our corporate customer base by marketing
our software solutions to human resource departments and other corporate decision makers.

92
6. Building-up as a Professional Organization.

We believe for a business to grow beyond a certain size, it needs to be run as a professional organization. No organization
runs in a promoter-centric or an unorganized manner can become a large business. We believe in transparency, commitment
and coordination in our work, with all our stakeholders. We have the right blend of experienced and dynamic team and staff
which takes care of our day to-day operations. We also consult with external agencies on a case-to-case basis on technical
and financial aspects of our business.

7. Continue to attract and retain talent.

As part of our business strategy, we are focused on attracting and retaining high quality talent as we continue to expand our
service offering. We have recruited and retained talented employees. We expect to continue to attract talented employees
through our retention initiatives. We intend to invest adequate time and resources for training our employees, which we
believe would foster mutual trust, improve the quality of our customer service and place further emphasis on our continued
retention. We have maintained a gender diversity.

8. Strategic Acquisition and Alliance Opportunities.

We intend to explore and evaluate strategic acquisition and technology alliance opportunities to gain access to new clients
and sectors, add new technology capabilities to our offerings that drive synergies with our existing business ventures.

OUR PRODUCTS AND SERVICES

OUR
SERVICES

 

 

      
      
   
       
   

 
      

  

DIGITAL

IT (Ekennis PRINTING
Brand) (myperfectpack
Brand)

Digitital Cutting

   
 

 
  
 
 

 
     
 

Learning . Box, Label
Managment Staffing IT Solutions ty Conawuns Printing, Digital
Solutions Br) Plastic Pouch

Printing

 

IT (EKENNIS BRAND)

Our Company was initially incorporated with providing software solutions such as Consultancy, develop solutions around
ERP systems that optimize business processes and leverage corporate knowledge leading to competitive advantage. Our
Company specializes in providing business process analysis and system design, technical expertise, implementation,
training and support services. We have expertise in SAP ERP (Technical & Functional), etc. We provide a one-stop business
solution to our clients by providing IT Solutions including provision of software products and ancillary services, Learning
Management Solutions and Staffing. Major focus areas for implementation are Manufacturing, Automotive, Food
Processing, Chemicals, Telecom Industries etc.

Our IT Business is further divided into:

Learning Management Solutions (LMS)
Staffing

IT Solutions

IT Consulting

ON p

1. Learning Management Solutions (LMS): Our LMS enables organisations to create, manage, and deliver eLearning
courses the same way word processors help you write documents and email servers help the clients to manage their

93
email. It is an online training hub that provides a large and indispensable set of features to support e-learning activities
such as creating and delivering training, tracking employee performance, and selling online courses. It uses the LMS
system to train internal employees and once training is completed respective employee is deploy to end client.

 

ee Caeas

Learning
Management

Calendar ata)

ior ba ele
ry &

Files
fore cenee Soa

 

 

Below is framework which show details of LMS end to end. This application is available via mobile framework for
organisation via INTRANET so their internal team can develop their content confidentially.

 

Client situation with an LMS

Ls Yeas) MANAGE P1333 Roadmap
Learning ata ate AND dedicated to the
Management CONTENT CONTENT U3 learner:
System User experience,
social, mobile,

eae ar at ey talent, content...

T™s aaa 7 the
Training TRAINING CORPORATE EXTENDED rare
organization:
Management bata Sing Made Help
System administrators

optimize training
ee eta] OCT cele} processes

 

 

 

 

94
baea ne)

ead

LMS Admin

Review
Budget

Offline
Supervisor ;

 

Training Manager

 

Here are the main LMS benefits for companies and customer pay us based on number of users trained:

Our

(a)

(b)

Boosts employee productivity and performance
Instructors save time in their daily training tasks
Tracks learner progress easily at each learning stage
Enables learners to learn at their own pace

Reduces costs for training facilities, licenses, and more

LMS service includes:

Business Process Learning: Business Processes, business method or business function is a collection of related,
structured activities or tasks by people or equipment in which a specific sequence produces a service or product for a
particular customer or customers are recorded one time and reviewed time to time in LMS. Based on budget
availability and training need of organisation, training can be provided to end users. Normally following business
process are address by organisations:

- Sales & Marketing

- Quality & Product/Service Delivery

- Product Development

- Accounting & Technology

- Administrative (Management, HR & Finance)

ERP Specialized Training to User & Developer: These trainings are designed only for consultant, developer,
software profession on work on ERP software like SAP, Oracle and Microsoft. We provide a test system, training
environment so that employees can enhance competency and do hands-on on the new technology.

2. Staffing Solutions: We provide staffing solutions by following the below mentioned steps:

Resource Identification: We identify resources/ talent from open market and undertake background verification of
each candidate. Our Technical and HR team conduct online exam for each candidate and check detail competency of
each candidate. This includes hiring from College Campus, Lateral, Social Network Connect, Marketing / Job
publishing on Govt Portal and other Job Portal. For each candidate, technical checklist is filled and records are
maintained on our Company’s Server.

Pre-Selection: Pre-assessed candidate with technical evaluation shared with customer (IT ERP Based organisation in

Automotive, Manufacturing domains, IT Education, Electronic / Embedded Industry etc.). This information provided
by secure access server with privacy protected of everyone.

95
- Training: Based on customer feedback and area of improvement, an investment is made by our Company to train
pre-selected candidate via virtual training, classroom training, special course, Test Lab, Server (for testing) is
provided.

- Placement: Post training, candidate with technical evaluation with behaviour aspects are shared with customer. Post
confirmation, we release an offer to candidate.

 

Resource Identification Cy

= End-to-End Sourcing across
© Placement locations and sourcing channels
= Final Placements and ~ plea] reassess for
Offers for Selected Candidates one

    
   
  

Pre-Selection <<

- lent Pre-selection and Assessments
= Letter of Intent

oa Training

= Customized Curriculum with
Regular Touchpoints

 

 

 

This staffing done in various ways and demand of customer for example:

RA (Resource Augmentation): Hiring as well as retaining skilled IT talent has always been a challenge for companies.
Resource Augmentation is a flexible, cost-effective outsourcing / staffing strategy to our customers. The Resource
Augmentation model is a customer hiring tech talent globally from our Company on a contractual basis for a concrete
project or projects. It provides the most adequate resources at the right moment for immediate working with start-ups, mid-
tier, and large enterprises and meeting all your project objectives. It presents organizations with a scope of getting qualified
employees on time without any hassle of engaging in a long, cumbersome recruitment process, thus saving a lot of time
and money.

Work Package / Managed Service: Managed services is the practice of outsourcing the responsibility for maintaining, and
anticipating need for, a range of processes and functions to improve operations and reduce expenses. We take responsibility
to deliver end to end solution as per RFP / Proposal submission to customer. In this way, we get flexibility to manage
resource and complete activity as per scope agreed with customer for ERP Software Development.

Pay Per User Staff (PPUS): This is unique concept developed by our company for our customers. This model does not
come with minimum order. Any customer can order any resource for Min 1 day to any days and charges will be asper actual
consumption of service or daily rates agreed. With this, customer does not have liability to have IT Talent on their Payroll,
or if someone is absent in their project, they can take help from our company based on demand.

3. IT Solutions: Our company offers development of powerful and customized software solutions catering to the diverse
business needs of its clients. Our trained specialists deeply understand your business processes and deliver tailor-made
solutions aligning with your business requirements - meeting the time frame and budget. Apart from a complete cycle
of developing the software, we also provide platform-based customization and software maintenance to the enterprises.
We ensure the seamless integration of our customized software with your current IT environment and also offer
redesigning and refactoring services, review of the technical architecture, and migration to the new platforms. As an
integral part of our business strategy, our solutions allow your IT infrastructure to seamlessly interact with clients,
employees, suppliers, media and management. Our consulting services help enterprises in effective business
transformation and our ultimate goal is to employ our deep expertise in making your business, management and
employees utilize IT efficiently and effectively aligned to your business needs and challenges

4. IT Consulting (ERP): IT consulting services are advisory services that help clients assess different technology strategies

and, in doing so, align their technology strategies with their business or process strategies. This is normally done by
Senior Architect, Project Managers to handle complex ERP issue. Our consultant visits to customer premises and do

96
changes / customize ERP software as per functional specification provided by end customer. Customer get charges
based on effort spent on daily basis and experience of each individual consultant.

DIGITAL PRINTING (myperfectpack Brand)

Our Company under the brand name “Myperfectpack (MPP)” representing the Packaging segment, supplies a range of
innovative packaging products for the food, baby care, personal & hygiene, industrial & agriculture industries.
Myperfectpack’s wide range of products meet international quality standards and are produced to satisfy customers’
requirements in the ever-changing food and packaging industry.

We provide all types of printing services varying from branding, business design, UI/UX design, product design, packaging
design to communication design, across industries and regions. Guided by our systematic approach and methodologies such
as Design Thinking, we help SMEs build brands that matter.

Our departments are fully automated to ease and efficiently complete the task, thereby ensuring maximum efficiency in our
services so that the production would be carried effectively. We are well supported by a team of highly skilled professional
printers, graphic designers, layout designers etc providing utmost level and services would be delivered promptly.

Digital printing is a unique concept in India where the customers can take advantage such as:

Reduced initial setup cost like Plates

Reduced initial buying & stock of a raw material

Reduced Initial designing cost / graphic designing charges

No need of order minimum quality

Full HD Prints. In addition to the standard color prints, the UV printers allow glossy finish, texture print, and embossed
effects which adds more value to the printed materials.

Support any kind of digital cut of paper

Same day delivery and all designed stored in central system (CANVA)

Customer can design or can take support from Graphic designers

Customized each printing and no further investment required by end customer for batch printing or dates to mention
on packaging

One unique place for all kind of packaging like: Paper pouch, Plastic pouch, label, Box, Bags, Sublimation cup, etc.

« With digital printing, there is no use of printing plates, thus the time that could otherwise be used during offset printing
is considerably reduced.

OUR PRODUCTS UNDER “MYPERFECTPACK” BRAND

We provide raw material and directly print on top of these via digital printers:

 

Products Description
Both Side Kraft Paper

 

Size (Inch), Volume (Gms), Seal-able Zip-lock and Paper
(150GSM)

3.5°x6x0.9"~50Gm, 4°x7"x1.2”~100Gm, 5”x8”x1.4~250Gm,
6°x9"°x1.6~400Gm, 7°x10"x1.8"~750Gm,
8"x12”x2”~1000Gm, 9”x13.5"x2.4”~2000G

 

Kraft Paper with Window

Size (Inch), Volume (Gms), Seal-able Zip-lock and Paper
(150GSM)

3.5°x6x0.9"~50Gm, 4°x7"x1.2”~100Gm, 5°x8"x1.4~250Gm,
6°x9"°x1.6~400Gm, 7°x10"x1.8"~750Gm,
8°x12"x2”~1000Gm, 9”x13.5"x2.4”~2000G

 

 

 

 

 

97
 

Products

Description

 

Kraft Paper with Transparent

Size (Inch), Volume (Gms), Seal-able Zip-lock and Paper
(150GSM)

3.5°x6x0.9"~50Gm, 4°x7"x1.2”~100Gm, 5”x8”x1.4~250Gm,
6°x9"°x1.6~400Gm, 7°x10"x1.8"~750Gm,
8°x12"x2”,~1000Gm, 9°x13.5"x2.4"~2000G

 

Kraft Paper with Spout

Size (Inch), Volume (Gms), Seal-able Zip-lock and Paper
(150GSM), Spout with 10MM & 21MM

3.5°x5x1"~100ml, 4.3°x7"x1.4"~250ml, 5.3°x8"x1.4~500ml,
; 7°x10°x1.8"~1000m1

 

Resealable Ziplock Foil Stand-up Pouch

Sealable- Zip Lock with High gloss finish - Constructed of high
barrier foil and/or clear laminates, these stand-up pouches
protect product from oxygen and moisture. Our Coloured
Stand-up Pouch range gives you wide options to pick the one
that complements your branding. A coloured Stand-Up
Pouches with or without Zipper is available. These are suitable
for coffee, nuts, flavoured teas, and other products that need
higher protection against oxygen and moisture.

Thickness of the Laminated Pouch is 100-120 Microns

Raw materials used are 100% Food Grade and our pouches are
100% recyclable

Used for packaging FMCG products like Spices, Pulses,
Millets, Rice, Dry Fruits, Pet foods, cosmetics masks etc.

A coloured Sticker or Label can be applied for personalized
branding. Custom printing is also possible. Available in many
colours

Multiple sizes pouch available from 50 gm to 5 kg

 

 

 

 

Resealable Ziplock Foil Standup Pouch with Window —

Crafted with v-notch for easy to tear, Made from the best
quality food-grade material

With these pouches, material can be visible easily.
Multiple sizes pouch available from 50 gm to 5 kg

A window allows contents to be partly visible and adds to the
shelf appeal. The rectangle window is provided in various color
options — BLUE, RED, GREEN, WHITE, BLACK,
YELLOW, GOLDEN, SILVER in Glossy and Matte finish.

Multi-layer structure combinations of PET, PE & BOPP Used.

 

98

 
 

Products

Description

 

Sealable Ziplock Pouch both Side Transparent

A Clear/Transparent Pouches is a pouch that is transparent (see
through) from both sides. One can see the product packed
inside clearly as it stands beautifully on a shelf.

Comes with and without zipper options. Used to pack Pulses,
Dry fruits, Tea, Super Foods, Nuts and Seeds, Herbs and
Spices, Chocolates, Baby Food, Candies, Supplements, Salt,
Sugar, Bath Salts.

Multiple sizes pouch available from 50 gm to 5 kg

 

Sealable Ziplock Pouch one side transparent, one side foil

 

These pouches are combination of transparent and foil which
are used to pack snacks item to keep shelf life longer and look
attractive.

Fully transparent from one side allowing full display of
contents packed inside.

Multi-layer pouches with combination of METPET, PET & PE
Have a glossy finish on the metallized side

Multiple sizes pouch available from 50 gm to 5 kg

 

Sealable Ziplock Pouch Both side Foil/ Metallized

Metallized pouches are coated with a fine layer of metallised
Polyester, giving them a glossy metallic effect. These pouches
provide durable packaging that retains the product’s freshness.
for long. These are light weight and relatively cost-effective.
Used to pack Herbs and Spices, Snack food, Namkeen, Pet
food, Pet Food, Supplements, Tea, Coffee. Pouches are
Lightweight with enhanced barrier properties. Multi-layer
pouches with combination of METPET, PET & PE.

Multiple sizes pouch available from 50 gm to 5 kg

 

 

 

 

Animism Collection Vacuum Pouch
Multiple sizes vacuum pouch available from 10 ml to 1 L
PA/PE vacuum pouches for dates, cheese, meat etc. packaging.

What makes them stand apart is that the NYLON/EVOH based
barrier liners can be hermetically sealed.

 

99

 
 

Products

Description

 

Both side Transparent Non-Zip Lock Pouch

Our Transparent Standup pouches are made of high-quality
food grade material, which increases their strength and retain
the freshness of your products for long time. These pouches are
transparent from both sides, so we get clear visibility of the
products. The product can be filled from the top open and seal
it using either hand sealing or band sealer. These pouches
ensure safe packaging and keep the item in its original
condition for long, which makes them widely demanded in
food & chemical industries. It is specially designed with V-
notch at top of the pouch for easy to tear.

Multiple sizes pouch available from 10 ml to 1 L.

 

Print Your Design,
Logo, Text,
Photo

Sublimation Mug and T-shirt

Sublimation mug is available in the size: 11 Oz, 325 ML, 8cm
DIA. Customer can order online to print anything as per their
choice on any sublimation mug. These mugs are coated with
sublimation and printed with special sublimation ink and
heating machine.

T-Shirt size is available from 6 months baby to adult and
sublimation Print can be executed directly on T-shirt. These t-
shirts are used for branding/ promotions / gifting etc.

 

 

 

 

Designer Box — Animal Shape Paper Box
Multiple sizes box available from 50 gm to 5 kg
Paper Quality: GSM 250 — 350

These Eco-friendly boxes are made from durable, high-quality
Paper upto 350 GSM

* Boxes are designed to carry Sweets, chocolates, apparel,
electronics, candle, Diya and more.

* Given the specification we will customized and design the
right box as per your requirement-We can make logo printing
for branding purpose.

* Perfect for any occasion such as Birthdays, New year, Easter,
Raksha-Bandhan and all kinds of festivals.

* These boxes are super sturdy, easy to open and deliver even.

 

100

 
 

Description

 

Designer Box — Unique Shaped Box

Having creative expertise, we have been offering a range of
durable range of Premium Gift, Packaging unique shape
Boxes. The products are known for premium finish and
attractive designs. Our high affinity range is widely
acknowledged for their smooth and highly resolute designs.
Presented product is fabricated by making use of top-notch
grade material and futuristic techniques in tandem to set
industry principles.

Team of MPP ensure that customer get exactly what they need
to pack their unique products.

 

Paper Bags and Label
Paper Quality: GSM 100 ~ 400

For any eco-friendly, lightweight product, these are premium
paper bags with customized logo of customer brand. These are
widely used to take goodies, party gifts, birthday presents and
more in these Beautiful Paper Bags. It has lots of room and its
flat bottom makes it easy to fill. Colourful Designs on a Plain
Background for eye-catching looks. Satin ribbon handles make
it easy to carry. Made from eco-friendly material, it is 100%
recyclable and biodegradable and a great alternative to plastic.
It makes a great gift for weddings, birthdays and ceremonies or
any customer goods.

 

 

HQ Label, Sticker and Tags

We provide High quality, Glossy, waterproof Labels and
Customize white and clear premium labels

¢ Available in different sizes

¢ Circle, Square, Rectangle, Oval, Rounded corner and
Custom shapes

¢ White colour in your design will be transparent in
clear labels

¢ Choose from label sheets or rolls

e Digital or Multicolour printing

 

SER CL,
Soy
° oO” |
Her GS

DY fore

 

 

REALLY FEARLESS BOY?

BIKER
BIKER SMOTOS~

<FTLOVE ONLY mvBIKE

 

 

Decals

Decal is design prepared on special paper for transfer onto
another surface such as glass, porcelain, or metal.

With help of digital flatbed cutter, we provide very attractive
designs with high quality precise cut .

 

KEY BUSINESS PROCESSES

IT (EKENNIS BRAND)

Staffing / Outsourcing Business Process — Resource Augmentation

101

 
Cem ontom eet eat]
eta rRer een m a UU ECT

Internal Candidate Available

 

 

 

 

 

 

 

 

      
 

    

 

 

 

 

 

 

 

 

 

Deliveries

° f=
is Ee » (IR
latch Requ round:
‘Match | caenet _Backare

Project
‘Check Approval “Deliverables

Customer Acknowledge Monthly Rates

Customer Provide Email Confirmation

BA aa\yonia me oan Employee Submit Timesheet
and send to HR

 

HR Collect all Timesheet and Approval

Account Team Raise the Invoice to Customer

Customer Team acknowledge and Release Payment

102
Staffing / Outsourcing Business Process — Work Package

Customer Requires
External Capacity /
IT Talent (SAP,
Microsoft, Oracle)

Aye ee eta
Tet)

Bure) erro
Understand Scope

LOMiitlaa iutog
Masta
Clarifiction

Email will be
shared by
Customer for
Pla eo tat

ba powcr at tt)
goin)

Make a Team
& Submit
bed ai) oduyrel |

   

PEO eng
Input Identify
Ure Coca

DIGITAL PRINTING (myperfectpack Brand)

Ceiieec angle
be Discussed

Evins
Ee ennai

Pe R settee

New Project Team
Mobilize (Mix of
New and Old
Employee)

PONTO pests

Payee rateee test
Monthly based on real
Pon ee ctrl

Customer Approve
Deliverables

Ronscrancsancoy

 

 

et

 

-—

 

 

103
E20 (Enquiry to Order) Process: This process is applicable when we get order via email, WhatsApp, or via call and
customer still did not confirm the order:

pos Ei Lad Ne Opi | Hl Y
|

| eee

'

a hwo Fp} Fm 7

+ CONFIRM ORDER via emall/whatsapp/SMS.
Finance Manager

O2C - (Order to Cash - website) Process: This process is applicable when we get confirm order (not enquiry) via website
of our Company

Once we get CONFIRM ORDER ( Not Enquiry) via myperfectpack.com
O2C Process + Email with details of order will be available via email/WhatsApp/SMS
Lead time to act on any order is max 30- 60 Minutes ( Process or action should be started with in 30 min.)

 

Quality and Order Check
) PresInspection Before final agg Shipping Inventory Update
Packing 7 and Reorder
re es Raw Material
Material from Store 8

 

 

 

104
O2C - (Order to Cash - Ecommerce) Process: This process is applicable when we get confirm order (not enquiry) via E-
Commerce websites

Once we get CONFIRM ORDER ( Not Enquiry)
O2C Process ~ Email with details of order will be available via email SMS to admin
Lead time to act on any order is max 30- 60 Minutes ( Process or action should be started with in 30 min.)
- -

4 -
J

 

| Order Delfvery Manager
Quality and Order Check

Pe 3 a @ & 4

Pre-Inspection Before final Packaging Shipping Inventory Update|
Packing and Reorder

7 Raw Material
Material from Store 8

D2CS - (Delivery to Customer Satisfaction Process: This process is applicable when order is delivered to any kind of
customer

 

 

 

Delivery to Customer
Satisfaction Process ’
Sales Team ( Digital) + Incase of Issue - i ay
Sales Team ( Market) 2 Gasicanes lie Create ticket or — Update wv Ship again corect
Ticket online MPO case Boods = material
PLANT & MACHINERY

The below mentioned plant and machineries are installed at our registered office for our Printing Segment:

 

 

 

 

 

 

 

 

 

Sr.No. | Plant & Machinery Process
1, Flatbed Cutter Model No FC-500VC Use to Cut & Creasing the paper sheet. Primary use to create
a Paper / Plastic Box up to 400 GSM
2. NRG 5100 Digital Printing Use to print up to 400 GSM paper or plastic sheet
3. SMFM-375E Lamination Machine with Foil | To add metallic foils, lamination and holographic effects to
Rewinding printed sheets
COLLABORATIONS

We have not entered into any technical or other collaboration.

105
INFRASTRUCTURE FACILITIES FOR UTILITIES

Our registered office is situated at Bangalore and a branch office in Jaipur and Bangalore. The offices are equipped with
computer systems, internet connectivity, other communication equipment, security and other facilities which are required
for our business operations to function smoothly. Our offices are well equipped with requisite utilities and facilities
including the following:

Power

Our Company meets its power requirements in our offices from the local electricity supplier and the same is sufficient for
our day-to-day functioning. Additionally, the Company has set up an inverter with the capacity of 7500/ 72V and 12V —
100AH set up at the registered office of our Company.

Water

Our registered office and branch offices have adequate water supply arrangements for human consumption purpose. The
requirements are fully met at the existing premises.

EXPORT AND EXPORT OBLIGATIONS
As on date of this Prospectus, our Company does not have any export and export obligations.

INTELLECTUAL PROPERTY RIGHTS

 

 

 

 

 

 

 

 

 

 

 

S. | Trademark Tradem | Class | Applicant | Applicati | Date of | Validity/ | Registrati
No ark on No. Applicati | Renewed | on Status
5 Type on up to
1. eo © Device | 9 Ms. 3718100 January January Registered
: Manisha 01, 2018 | 01, 2028
Kerennis Shanna

 

 

CAPACITY AND CAPACITY UTILIZATION

Capacity and capacity utilization is not applicable to our Company since our business is not in the nature of a manufacturing
concern with specified installed capacity.

HUMAN RESOURCE

Human resource is the key element for developing a company’s growth strategy and handling the day-to-day activities
within the organization. We focus on attracting and retaining the best possible talent. Our team is a blend of experienced,
professional and a strategically organized group of personnel. Our Company does not have any Employee Unions. Our
skilled resource together with our strong management team has enabled us to successfully implement our growth plans.

As on December 31, 2021, we have 54 employees on our rolls, which look after the day-to-day business operations,
administrative, secretarial, legal and accounting functions in accordance with their respective designated duties.

MARKETING STRATEGY

Our Sales and Marketing strategy focuses on enhancing revenue streams by leveraging established relationships and
building competitive advantage through a wide range of product offerings. We regularly participate in trade fairs and
exhibitions in India and overseas to gain recognition in the industry and to build relationships. Further, our marketing
strategy is structured around a customer-centric approach wherein our business decisions revolve around the needs of the
customer and takes advantage of regular interactions with customers by utilizing their feedback and guidance to assess the
product’s lifecycle and anticipate future applications for our current technologies.

INSURANCE
Our Company generally maintains insurance covering our employees and assets at such levels that we believe to be
appropriate. We have taken insurance for healthcare which provides insurance cover against loss or damage by fire,

earthquake, terrorism etc. and also, which we believe, is in accordance with customary industry practices.
The details of insurance policies obtained by the company are as follows:

106
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sum A
Sr. DeSean ' Validity A Insured ween
Insurance Type of Policy 5 Policy No. ~ | pea. (@ in
No. cone Period gz in Lakhs)
Lakhs)
a ICICI Policy for Group | February 13, | 4016 X 194090029 01 000 | 94.00* 1.07
Lombard Health (Floater) | 2021 to
General Insurance February 12,
Insurance 2022"
Company
Limited
2 HDFC ERGO | Private Car Policy July 28, | 2311 2034 71505700001 | 13.73 0.42
General Honda City 2020 to July
Insurance 27, 2023
Company
Limited
2 HDFC ERGO | Material Damage | March 11, | 2949204077250800000 47.00 0.08
General (Fire), Terrorism, | 2021 to
Insurance Earthquake March 10,
Company Burglary and | 2022 40.00
Limited Housebreaking, Theft
Plate Glass 1.00
3 Universal Private Car Policy July 28, | 2367/64188709/S0/000 11.66 0.13
Sompo Honda City 2021 to July
General 27, 2022
Insurance
Company Ltd
* Sum insured per employee is % 2.00 Lakhs
#Our company has made payment for the renewal of the policy
PROPERTIES
Following Properties are taken on lease / license by our company:
Date of the | Name of | Area of the | Address of the Property Period of | Rent Purpose
Agreement | Owner Property (in Agreement | (Amount
square feet) in?)
June = 24, | Ms. M | 3,400 2nd Floor, Concord | 11 months | 86,000/- | Registered
2021 Ammaiah Anthuriams, Neeladri Rd No Office
49,50,51 Doddathogur Vill,
Electronic City, PO Begur
Hobli, Bangalore — 560 100,
Karnataka, India
NA Ms. Manisha | 1,200 “Chitra Meadows”, Site | NA. Rent Setting up of
Sharma and Number 39, Khata Number Free Branch
Mr. Vikas 74/2, Mylasandra Village, Office
Sharma Begur Hobli, Bangalore — 560
100, Karnataka, India
Following Properties are owned by our company:
Date of the | Name of Seller Area of the | Address of the Property Purpose
Agreement Property (in

square feet)

 

 

August 13, 2021 | Ms. Uma Danwar

 

 

1,496.30 (built up) 5" Floor, Flat No. TA-512, Block

Topaz-A, Urbana Jewels,
Mudrampura, Sanganer,
Rajasthan, India

 

Setting up of

Gram | Branch Office

Jaipur,

 

 

107

 

 
KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Gol and other
regulatory bodies that are applicable to our business. The information detailed below has been obtained from various
legislations, including rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local
authorities that are available in the public domain. The regulations set out below may not be exhaustive and are merely
intended to provide general information to the shareholders and neither designed, nor intended to substitute for
professional legal advice. For details of government approvals obtained by us, see the section titled “Government and
Other Statutory Approvals” on page 154 of this Prospectus.

THE COMPANIES ACT

The consolidation and amendment in the law relating to the Companies Act, 1956 made way to the enactment of the
Companies Act, 2013 and rules made thereunder.

The Companies Act primarily regulates the formation, financing, functioning and restructuring of Companies as separate
legal entities. The Act provides regulatory and compliance mechanism regarding all relevant aspects including
organizational, financial and managerial aspects of companies. The provisions of the Act state the eligibility, procedure and
execution for various functions of the company, the relation and action of the management and that of the shareholders.
The law laid down transparency, corporate governance and protection of shareholders & creditors. The Companies Act
plays the balancing role between these two competing factors, namely, management autonomy and investor protection.

SEBI REGULATIONS

Securities And Exchange Board of India is the regulatory body for securities market transactions including regulation of
listing and delisting of securities. It forms various rules and regulations for the regulation of listed entities, transactions of
securities, exchange platforms, securities market and intermediaries thereto. Apart from the SEBI Act, 1992, SCRA 1956,
SCRR 1957 and other rules and regulations, listed entities are mainly regulated by SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations,
2015.

TAX RELATED LAWS
Income Tax Act, 1961

Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions
of this Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1)
every Company is required to file its Income tax return for every Previous Year by 30th September of the Assessment Year.
Other compliances like those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like are
also required to be complied by every Company.

Goods and Service Tax Act, 2017

The Central Goods and Services Tax Act, 2017 is an Act to make a provision for levy and collection of tax on intra-State
supply of goods or services or both by the Central Government and for matters connected therewith or incidental thereto.
In line with CGST Act, each state Governments has enacted State Goods and Service Tax Act for respective states.

Goods and Services Tax (GST) is a comprehensive indirect tax on manufacture, sale and consumption of goods and services
throughout India to replace taxes levied by the central and state governments. This method allows GST-registered
businesses to claim tax credit to the value of GST they paid on purchase of goods or services or both as part of their normal
commercial activity. The mechanism provides for two level taxation of interstate and intra state transactions. When the
supply of goods or services happens within a state called as intra-state transactions, then both the CGST and SGST will be
collected. Whereas if the supply of goods or services happens between the states called as inter-state transactions and IGST
will be collected. Exports are considered as zero-rated supply and imports are levied the same taxes as domestic goods and
services adhering to the destination principle in addition to the Customs Duty which has not been subsumed in the GST.

Customs Act, 1962
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e.,
bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside

India. Any Company requiring to import or export any goods is first required to get it registered and obtain an IEC (Importer

108
Exporter Code). Imported goods in India attract basic customs duty, additional customs duty and education cess. The rates
of basic customs duty are specified under the Customs Tariff Act 1975. Customs duty is calculated on the transaction value
of the goods. Customs duties are administrated by Central Board of Excise and Customs under the Ministry of Finance

OTHER GENERAL LAWS
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”)

MSME Act was enacted to provide for facilitating the promotion and development and enhancing the competitiveness of
micro, small and medium enterprises. Any person who intends to establish (a) a micro or small enterprise, at its discretion;
(b) a medium enterprise engaged in providing or rendering of services may, at its discretion; or (c) a medium enterprise
engaged in manufacture or production of goods pertaining to any industry specified in the First Schedule to the Industries
(Development and Regulation) Act, 1951 is required to file a memorandum before such authority as specified by the State
Government or the Central Government. The form of the memorandum, the procedure of its filing and other matters
incidental thereto shall be such as may be specified by the Central Government, based on the recommendations of the
advisory committee. Accordingly, in exercise of this power under the MSME Act, the Ministry of Micro, Small and Medium
Enterprises notification dated September 18, 2015 specified that every micro, small and medium enterprises is required to
file a Udyog Adhaar Memorandum in the form and manner specified in the notification.

The Indian Contract Act, 1872

The Contract Act is the legislation which lays down the general principles relating to formation, performance and
enforceability of contracts. The rights and duties of parties and the specific terms of agreement are decided by the
contracting parties themselves, under the general principles set forth in the Contract Act. The Contract Act also provides
for circumstances under which contracts will be considered as ‘void’ or ‘voidable’. The Contract Act contains provisions
governing certain special contracts, including indemnity, guarantee, bailment, pledge, and agency.

The Sale of Goods Act, 1930 (Sale of Goods Act)

The law relating to the sale of goods is codified in the Sale of Goods Act, 1930. It defines sale and agreement to sell as a
contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price and provides that
there may be a contract of sale between part owner and another and that the contract of sale may be absolute or conditional.

RoDTEP Scheme

The Scheme for Remission of Duties and Taxes on Exported Products (“RoDTEP Scheme”), as approved by the Cabinet
Committee on Economic Affairs on March 13, 2020, would act as the successor to the Merchandise Exports from India
Scheme. Certain taxes/duties/levies which are outside GST, and are not refunded for exports, such as, VAT on fuel used in
transportation, Mandi tax, duty on electricity used during manufacturing etc. would be covered for reimbursement under
the RoDTEP Scheme. The rates under the RODTEP Scheme are yet to be notified.

The Foreign Trade (Development & Regulation) Act, 1992

The Foreign Trade (Development and Regulation) Act, 1992 read along with relevant rules inter-alia provides for the
development and regulation of foreign trade by facilitating imports into, and augmenting exports from, India and for matters
connected therewith or incidental thereto. As per the provisions of the FTA, the Government: (i) may make provisions for
facilitating and controlling foreign trade; (ii) may prohibit, restrict and regulate exports and imports, in all or specified cases
as well as subject them to exemptions; (iii) is authorized to formulate and announce an export and import policy and also
amend the same from time to time, by notification in the Official Gazette; (iv) is also authorized to appoint a ‘Director
General of Foreign Trade’ for the purpose of the Act, including formulation and implementation of the Export-Import
Policy. FTA read with the Indian Foreign Trade Policy inter-alia provides that no export or import can be made by a
company without an Importer-Exporter Code number unless such company is specifically exempt. An application for an
Importer-Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade, Ministry of
Commerce.

Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder.

Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by
the RBI and the rules, regulations and notifications there under, and the policy prescribed by the Department of Industrial
Policy and Promotion, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA Regulations
no prior consents and approvals are required from the Reserve Bank of India, for Foreign Direct Investment under the
‘automatic route’ within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic

109
route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be
required from the FIPB and/or the RBI. The RBI, in exercise of its power under the FEMA, has notified the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 ("FEMA
Regulations") to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India and Foreign
Exchange Management (Export of Goods and Services) Regulations, 2000 for regulation on exports of goods and services.
100 % FDI is permitted in under the automatic route in the IT sector.

BUSINESS / TRADE RELATED LAWS / REGULATIONS
The Information Technology Act, 2000 (IT Act)

The Information Technology Act, 2000 (also known as “ITA-2000”, or the “IT Act”) is an Act of the Indian Parliament
(No 21 of 2000) notified on 17 October 2000. It is the primary law in India dealing with cybercrime and electronic
commerce. The Act provides legal recognition for transactions carried out by means of electronic data interchange and
other means of electronic communication, commonly referred to as "electronic commerce", which involve the use of
alternatives to paper-based methods of communication and storage of information, to facilitate electronic filing of
documents with the Government agencies and further to amend the Indian Penal Code, the Indian Evidence Act, 1872, the
Bankers' Books Evidence Act, 1891 and the Reserve Bank of India Act, 1934 and for matters connected therewith or
incidental thereto. A major amendment was made in 2008 introducing Sections 66A and 69 giving wide powers to the
government authorities.

The Personal Data Protection Bill, 2019 (“Bill”)

The Personal Data Protection Bill, 2019 was introduced in Lok Sabha on December 11, 2019. The Bill seeks to provide for
protection of personal data of individuals, and establishes a Data Protection Authority for the same. Data Protection refers
to the set of privacy laws, policies and procedures that aim to minimise intrusion into one's privacy caused by the collection,
storage and dissemination of personal data. Personal data generally refers to the information or data which relate to a person
who can be identified from that information or data whether collected by any Government or any private organization or
an agency.

National Digital Communications Policy 2018

With significant capabilities in both telecommunications and software, India, more than most countries, stands poised to
benefit from harnessing new digital technologies and platforms to unlock productivity, as well as to reach unserved and
underserved markets; thus, catalysing economic growth and development, generating new- age jobs and livelihoods, and
ensuring access to next generation services for its citizens. This policy aims for Universal Coverage rather than revenue
maximization. This policy and principles framework will enable creation of a vibrant competitive telecom market to
strengthen India’s long-term competitiveness and serve the needs of our aspiring nation. The Policy aims to remove
regulatory barriers and reduce the regulatory burden that hampers investments, innovation and consumer interest and
identifies steps to strengthen the sector’s institutional mechanism and legislative framework, to ensure that India’s economy
and citizens can derive the full potential of its digital communications sector.

Data Center Policy, 2020

Indian Data Centre market has seen tremendous growth in the past decade, riding on the explosion of data through
smartphones, social networking sites, ecommerce, digital entertainment, digital education, digital payments and many other
digital businesses / services. This growth in data is further stimulated by adoption of emerging technologies such as quantum
computing, artificial intelligence, internet of things etc. While the Data Centre sector is witnessing growth in the country,
there are known impediments to its growth such as lack of infrastructure or Industry status of the Data Centres, complex
clearance processes, time consuming approvals, high cost of power, lack of published standards, absence of specialised
building norms for building the Data Centres, submarine cable network connectivity limited to few states and high cost of
capital and operational expenditure etc. This policy aims to offset these challenges in order to accelerate the current pace
of growth and propel India in becoming a global Data Centre hub.

Contract Labour (Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition) Central
Rules, 1971 (Contract Labour Rules)

This Act has provisions to ensure that the contract labour is not misused and the rights of workers employed on contract
basis are protected. The Act does not ban contract labour altogether, but puts certain restrictions on it and prohibits it under
certain circumstances. The labour Law allows hiring fixed term contract workers for tasks of permanent nature. There is no
maximum length of fixed term contracts provided under the labour laws.

110
Food Safety and Standards (Labelling and Display) Regulations 2020

The Food Safety and Standards Authority of India (FSSAI) has come up with the new Food Safety and Standards (Labelling
and Display) Regulations, 2020. The new regulations emphasise on enabling consumers to make informed choices about
their food purchases not only in the sphere of packaged food products but also on purchases from restaurants and e-
commerce platforms. The new regime is set to be implemented from December 2021 except for a few provisions which are
expected to be implemented a month later i.e. from January 2022. These regulations mandate several disclosures to be made
on the packaging of the food items including display of certain information in a given manner for products sold on the e-
commerce website.

Food Safety and Standards (Packaging) Regulations 2018

These regulations have been enacted to regulate the quality of packing materials being used for the packaging of food and
food grade items. These regulations specify the safety criteria to be used in the packaging of food items and aims to ensure
that the packing material used for packaging of food and food grade items are safe for consumption and that the material
used is able to withstand mechanical, chemical or thermal stresses encountered during normal transportation and specifies
various packaging norms.

Plastic Waste Management (PWM) Rules, 2016

The government of India, through the Ministry of Environment, Forest and Climate Change notified the new Plastic Waste
Management Rules, 2016 (through a Gazette notification dated 18 March, 2016). This supersedes the Plastic Waste
(Management and Handling) Rules, 2011 that governed such activities earlier. This provides the framework for how plastic
waste generators, local bodies, manufacturers, importers etc., to manage plastic waste.

The Bureau of Indian Standards Act, 1986

The Bureau of Indian Standards Act, 1986 (“BIS Act”) was established to provide for the establishment of a bureau
(“Bureau”) for the harmonious development of the activities of standardization, marking and quality certification of goods
and for matters connected therewith. “Indian Standard" means the standard (including any tentative or provisional standard)
established and published by the Bureau, in relation to any article or process indicative of the quality and specification of
such article or process and includes - (i) any standard recognized by the Bureau under clause (b) of section 10 of the BIS
Act; and (ii) any standard established and published, or recognized, by the Indian Standards Institution and which is in force
immediately before the date of establishment of the Bureau.

The Occupational Safety, Health and Working Conditions Code, 2020

The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on
September 28, 2020 and proposes to subsume certain existing legislations, including the Factories Act, 1948, the Contract
Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and
Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and
Conditions of Service) Act, 1996. The provisions of this code will be brought into force on a date to be notified by the
Central Government. The Central Government has issued the draft rules under the Occupational Safety, Health and Working
Conditions Code, 2020. The draft rules provide for operationalization of provisions in the Occupational Safety, Health and
Working Conditions Code, 2020 relating to safety, health and working conditions of the dock workers, building or other
construction workers, mines workers, inter-state migrant workers, contract labour, journalists, audio-visual workers and
sales promotion employees.

The Industrial Relations Code, 2020

The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it proposes to
subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the
Industrial Employment (Standing Orders) Act, 1946. The provisions of this code will be brought into force on a date to be
notified by the Central Government.

The Code on Social Security, 2020

The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020 and it proposes to
subsume certain existing legislations including the Employee's Compensation Act, 1923, the Employees’ State Insurance
Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the
Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganized
Workers’ Social Security Act, 2008. The provisions of this code will be brought into force on a date to be notified by the

111
Central Government. The Central Government has issued the draft rules under the Code on Social Security, 2020. The draft
rules provide for operationalization of provisions in the Code on Social Security, 2020 relating to employees’ provident
fund, employees’ state insurance corporation, gratuity, maternity benefit, social security and cess in respect of building and
other construction workers, social security for unorganized workers, gig workers and platform workers.

In addition to above, we are subject to wide variety of generally applicable labour laws concerning condition of working,
benefit and welfare of our laborers and employees such as the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Employees (Provident Fund and Miscellaneous Provision) Act, 1952.

Registration Act, 1908

The Registration Act, 1908 (“Registration Act”) was passed to consolidate the enactments relating to the registration of
documents. The main purpose for which the Registration Act was designed was to ensure information about all deals
concerning land so that correct land records could be maintained. The Registration Act is used for proper recording of
transactions relating to other immovable property also. The Registration Act provides for registration of other documents
also, which can give these documents more authenticity. Registering authorities have been provided in all the districts for
this purpose.

Competition Act, 2002

The Competition Act, 2002 prohibits anti-competitive agreements, abuse of dominant positions by enterprises and regulates
“combinations” in India. The Competition Act also established the Competition Commission of India (the “CCI’”) as the
authority mandated to implement the Competition Act, 2002. The provisions of the Competition Act relating to
combinations were notified on March 4, 2011 and came into effect on June 1, 2011. Combinations which are likely to cause
an appreciable adverse effect on competition in a relevant market in India are void under the Competition Act.

Negotiable Instruments Act, 1881 (“NI Act”)

The Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds in their
account or any stringent provision to punish them in the event of such cheque not being honored by their bankers and
returned unpaid.

Consumer Protection Act, 2019

Few of the provisions of The Consumer Protection Act, 2019 (“COPRA”) have been notified vide notification No. S.O.
2421€, dated 23" July 2020 thus repealing the respective provisions of Consumer Protection Act, 1986. However, the
provisions of Consumer Protection Act, 1986, are still valid to the extent COPRA being not notified. The Consumer
Protection Act provides a mechanism for the consumer to file a complaint against a service provider in cases of unfair trade
practices, restrictive trade practices, deficiency in services, price charged being unlawful and food served being hazardous
to life. It also places product liability on a manufacturer or product service provider or product seller, to compensate for
injury or damage caused by defective product or deficiency in services. It provides for a three-tier consumer grievance
redressal mechanism at the national, state and district levels. Non-compliance of the orders of the redressal commissions
attracts criminal penalties. The COPRA has brought e-commerce entities and their customers under its purview including
providers of technologies or processes for advertising or selling, online market place or online auction sites. The COPRA
also provides for mediation cells for early settlement of the disputes between the parties.

PROPERTY RELATED LAWS

The Company is required to comply with central and state laws in respect of property. Central Laws that may be applicable
to our Company's operations include the Land Acquisition Act, 1894, the Transfer of Property Act, 1882, Registration Act,
1908, Indian Stamp Act, 1899, and Indian Easements Act, 1882.

LAWS RELATED TO ENVIRONMENTAL LAWS

National Environmental Policy, 2006

The dominant theme of this policy is that while conservation of environmental resources is necessary to secure livelihoods
and well-being of all, the most secure basis for conservation is to ensure that people dependent on particular resources

obtain better livelihoods from the fact of conservation, than from degradation of the resource.

Environment (Protection) Act, 1986 as amended (“EPA”)

112
The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person carrying on
any industry, operation or process shall discharge or emit or permit to be discharged or emitted any environmental pollutant
in excess of such standards as may be prescribed. Further, no person shall handle or cause to be handled any hazardous
substance except in accordance with such procedure and after complying with such safeguards as may be prescribed. EPA
empowers the Central Government to take all measures necessary to protect and improve the environment such as laying
down standards for emission or discharge of pollutants, providing for restrictions regarding areas where industries may
operate and generally to curb environmental pollution. Pollution control boards have been constituted in all states in India
to exercise the powers and perform the functions provided for under these statutes for the purpose of preventing and
controlling pollution. Companies are required to obtain consents of the relevant state pollution control boards for emissions
and discharge of effluents into the environment.

LAWS RELATED TO THE STATE
Shops and Establishments Laws in Various States

As per the provisions of local Shops and Establishments laws applicable in the state of business of the organization,
establishments are required to be registered. Such laws regulate the working and employment conditions of the workers
employed in shops and establishments including commercial establishments and provide for fixation of working hours, rest
intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and
obligations of the employers and employees.

Approvals from Local Authorities

Setting up of a factory or manufacturing / housing unit entails the requisite planning approvals to be obtained from the
relevant Local Panchayat(s) outside the city limits and appropriate Metropolitan Development Authority within the city
limits. Consents are also required from the state pollution control board(s), the relevant state electricity board(s), the state
excise authorities, sales tax, among others, are required to be obtained before commencing the building of a factory or the
start of manufacturing operations.

The Indian Stamp Act, 1899

Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any right, title
or interest in immoveable property. The Indian Stamp Act, 1899 (the “Stamp Act”) provides for the imposition of stamp
duty at the specified rates on instruments listed in Schedule I of the Stamp Act. However, under the Constitution of India,
the states are also empowered to prescribe or alter the stamp duty payable on such documents executed within the state.
Instruments chargeable to duty under the Stamp Act but which have not been duly stamped, are incapable of being admitted
in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments by
certain specified authorities and bodies and imposition of 138 penalties, for instruments which are not sufficiently stamped
or not stamped at all. Instruments which have not been properly stamped instruments can be validated by paying a penalty
of up to 10 times of the total duty payable on such instruments.

The Arbitration and Conciliation Act, 1996

This Act was enacted by Parliament in the Forty-seventh Year of the Republic of India to consolidate and amend the law
relating to domestic arbitration, international commercial arbitration and enforcement of foreign arbitral awards as also to
define the law relating to conciliation and for matters connected therewith or incidental thereto. The main objectives of the
Act is to comprehensively cover international and commercial arbitration and conciliation as also domestic arbitration and
conciliation, to make provision for an arbitral procedure which is fair, efficient and capable of meeting the needs of the
specific arbitration, to provide that the arbitral tribunal gives reasons for its arbitral award, to ensure that the arbitral tribunal
remains within the limits of its jurisdiction, to minimize the supervisory role of courts in the arbitral process, to permit an
arbitral tribunal to see mediation, conciliation or other procedures during the arbitral proceedings to encourage settlement
of disputes, to provide that every final arbitral award is enforced in the same manner as if it were a decree of the court, to
provide that a settlement agreement reached by the parties as a result of conciliation proceedings will have the same status
and effect as an arbitral award on agreed terms on the substance of the dispute rendered by an arbitral tribunal and to provide
that, for purposes of enforcement of foreign awards, every arbitral award made in a country to which one of the two
International Conventions relating to foreign arbitral awards to which India is a party applies, will be treated as a foreign
award.

LAWS RELATING TO INTELLECTUAL PROPERTY

Copyright Act, 1957 (“Copyright Act”)

113
The Copyright Act grants protection to the authors of literary, artistic, dramatic, musical, photographic, cinematographic
or sound recording works from unauthorized uses. Various rights including ownership and economic rights are conferred
on the author. These include the right to reproduce the work in any form, issue copies to the public, perform it, and offer
for sale and hire.

Trademarks Act, 1999

Under the Trademarks Act, 1999 (“Trademarks Act”), a trademark is a mark capable of being represented graphically and
which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and
services to indicate a connection in the course of trade between the goods and some person having the right as proprietor
to use the mark. A ‘mark’ may consist of a device, brand, heading, label, ticket, name signature, word, letter, numeral,
shape of goods, packaging or combination of colors or any combination thereof.

The Designs Act, 2000 (Designs Act)

The objective of Designs Act it to promote and protect the design element of industrial production. It is also intended to
promote innovative activity in the field of industries. The Controller General of Patents, Designs and Trade Marks appointed
under the Trademarks Act shall be the Controller of Designs for the purposes of the Designs Act. When a design is
registered, the proprietor of the design has copyright in the design during ten years from the date of registration.

LAWS RELATED TO EMPLOYMENT OF MANPOWER
Employees Provident Fund and Miscellaneous Provisions Act, 1952

Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act), compulsory provident fund,
family pension fund and deposit linked insurance are payable to employees in factories and other establishments. The
legislation provides that an establishment employing more than 20 (twenty) persons, either directly or indirectly, in any
capacity whatsoever, is either required to constitute its own provident fund or subscribe to the statutory employee’s
provident fund. The employer of such establishment is required to make a monthly contribution to the provident fund
equivalent to the amount of the employee’s contribution to the provident fund. There is also a requirement to maintain
prescribed records and registers and filing of forms with the concerned authorities. The EPF Act also prescribes penalties
for avoiding payments required to be made under the abovementioned schemes.

Employees State Insurance Act, 1948, as amended (the “ESIC Act”)

The ESI Act, provides for certain benefits to employees in case of sickness, maternity and employment injury. All
employees in establishments covered by the ESI Act are required to be insured, with an obligation imposed on the employer
to make certain contributions in relation thereto. In addition, the employer is also required to register itself under the ESI
Act and maintain prescribed records and registers.

Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”)

The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field,
plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were
employed on any day of the preceding twelve months and in such other establishments in which ten or more employees are
employed or were employed on any day of the preceding twelve months, as notified by the Central Government from time
to time. Penalties are prescribed for non-compliance with statutory provisions.

Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for
gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the
entitlement to gratuity in the event of death or disablement will not be contingent upon an employee having completed five
years of continuous service. The maximum amount of gratuity payable may not exceed 1 million.

CERTAIN OTHER LAWS AND REGULATIONS THAT MAY BE APPLICABLE TO OUR COMPANY IN
INDIA

Certain other laws and regulations that may be applicable to our company in India include the following:
¢ Minimum Wages Act, 1948 and Maharashtra Minimum Wages Rules, 1963 (“MWA Rules”)

¢ Public Liability Insurance Act, 1991 (“PLI Act”)
¢ Industrial (Development and Regulation) Act, 1951 (“IDRA”)

114
Industrial Disputes Act, 1947 (“ID Act”)

Payment of Bonus Act, 1965 (“POB Act”)

Child Labour (Prohibition and Regulation) Act, 1986

Inter-State Migrant Workers (Regulation of Employment and Conditions of Service) Act, 1979

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SHWW Act”)
Equal Remuneration Act, 1976 (“ER Act”)

Contract Labour Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition)
Central Rules, 1971 (Contract Labour Rules)

Workmen Compensation Act, 1923 (“WCA”)

Maternity Benefit Act, 1961 (“Maternity Act”)

Industrial Employment Standing Orders Act, 1946

Apprentice Act, 1961 read with The National Policy of Skill Development and Entrepreneurship 2015

115
HISTORY AND CERTAIN CORPORATE MATTERS
BRIEF HISTORY OF OUR COMPANY

Our company was originally incorporated as a One Person Company under the name “Ekennis Software Service (OPC)
Private Limited” under the provisions of the Companies Act, 2013 and Certificate of Incorporation was issued by the
Registrar of Companies, Central Registration Centre, on February 28, 2019. The status of the Company was changed to
public limited and the name of our Company was changed to “Ekennis Software Service Limited” vide Special Resolution
passed by the shareholders at the Annual General Meeting of our Company held on November 05, 2021. The fresh
certificate of incorporation consequent to conversion was issued on January 04, 2022 by the Registrar of Companies,
Bangalore. The Corporate Identification Number of our Company is U72900KA2019PLC122003. Ms. Manisha Sharma is
the initial subscriber to the Memorandum of Association of our Company. For further details of our promoter please refer
the chapter titled “Our Promoter and Promoter Group” beginning on page 131 of this Prospectus.

Our Company is in the business of Software IT Solution and Consulting Services, IT Product / Software Development and
Software Training, Enterprise Resource Planning Solution, Learning Management Solution, 3D Printing, Digital Printing
and Packaging Design Management consultancy. We have leveraged our domain expertise, processes and infrastructure to
diversify our offering of services to cater to a variety of business sectors.

For information on our Company’s profile, activities, products, market, growth, technology, managerial competence,
standing with reference to prominent competitors, major vendors and suppliers, please refer the chapter titled “Our
Business”, “Industry Overview”, “Our Management”, “Restated Financial Statements” and “Management's Discussion and
Analysis of Financial Condition and Results of Operations” beginning on pages 89, 73, 119, 137 and 140 respectively of
this Prospectus.

Our Company has 7 (seven) shareholders as on the date of filing of this Prospectus.

CHANGES IN THE REGISTERED OFFICE OF OUR COMPANY

The following changes were made in the location of our Registered Office:

 

From

To

With effect from

Reason for Change

 

3d Floor, Concord
Anthuriams, Neeladri Rd
No 49,50,51 Doddathogur
Vill, Electronic City, PO
Begur Hobli, Bangalore —
560 100, Karnataka, India

 

om Floor, Concord
Anthuriams, Neeladri Rd
No 49,50,51, Dodathogur
Vill, Electronic City,
Bangalore -— 560 100,
Karnataka, India

 

November 23, 2021

 

Administration Purpose

 

MAJOR EVENTS IN THE HISTORY OF OUR COMPANY

 

 

 

 

 

 

 

 

 

 

 

Year Key Events/Milestones/Achievements
February 2019 Incorporation of our Company as private (One Person Company)
Recognized as a Start-Up by the DPIIT
Our Promoter, Ms. Manisha Sharma received Certificate of Achievement in the National
November 2019 Entrepreneurship Awards, 2019 hosted by the Ministry of Skill Development & Entrepreneurship,
ovt of India
Our company was awarded with the India ICON Awards, 2019 in the category of “Best IT
Vocational Training Institute” in Karnataka organized by “blindwink”
March 2021 Purchase of Machineries to start Digital Printing, 3D Printing, and Packaging solution segment of
our company
August 2021 Setting up of Branch Offices at Bangalore and Jaipur for expansion of our Digital Printing business
January 2022 Conversion of our Company from One Person Company to Public Limited Company

 

MAIN OBJECTS OF OUR COMPANY
The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:
I. Tocarry on the Business of software IT Consulting Services, IT Product / Software Development and Software Training.

I. To carry on the business of Digital printing, 3D Printing, and Packaging solution.

116
III. — To carry on the business as manufacturers, processors, dealers, distributors, importers, exporters, agents, suppliers in
graphic art, operations, processing of films, colour separation, colour scanning, printing and printing materials,
flexible packaging and publicity material, decoration, gifts and presentation articles and products, commercial
designing, block making, plate processing and photo gravure and laminations.

IV. To carry on the business of offset printing, photo-polymer printing, letter press printing, offset plate makers and all
allied lines in offset printing and printing of packing materials, advertising materials, carton printing and all allied
lines in printing process.

AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY SINCE
INCORPORATION

The following changes have been made in the Memorandum of Association of our Company in last ten (10) years:

 

Date of Meeting | Type Nature of Amendment
March 15, 2021 EOGM | Clause 3(a) of our Memorandum of Association was amended to reflect addition of the
following clauses after subclause I:

 

IL. To carry on the business of Digital printing, 3D Printing and Packaging solution.

Ill. To carry on the business as manufacturers, processors, dealers, distributors,
importers, exporters, agents, suppliers in graphic art, operations, processing of films,
colour separation, colour scanning, printing and printing materials, flexible packaging
and publicity material, decoration, gifts and presentation articles and products,
commercial designing, block making, plate processing and photo gravure and
laminations.

IV. To carry on the business of offset printing, photo-polymer printing, letter press
printing, offset plate makers and all allied lines in offset printing and printing of packing
materials, advertising materials, carton printing and all allied lines in printing process.
November 05, | AGM Alteration in Name Clause:

2021

 

Change in the name clause from “Ekennis Software Service (OPC) Private Limited” to
“Ekennis Software Service Limited”
January 05, 2022 | EOGM | Alteration in Capital Clause:

 

The authorise share capital of our Company increased from % 8 Lakhs divided into
80,000 Equity Shares of 210/- each to = 150 Lakhs divided into 15,00,000 Equity Shares
of 210/- each

 

 

 

 

 

OUR HOLDING COMPANY

As on the date of this Prospectus, our Company does not have any Holding Company.
OUR SUBSIDIARY COMPANY

As on the date of this Prospectus, our Company does not have any Subsidiary Company.

ACQUISITION OF BUSINESSES/UNDERTAKINGS, MERGER, AMALGAMATION OR REVALUATION OF
ASSETS IN LAST 10 YEARS

Our Company has not made any material acquisitions or divestments of any business or undertaking, and has not undertaken
any mergers, amalgamation or revaluation of assets in the last ten years except as mentioned under the Major Events table
forming part of this chapter.

SIGNIFICANT FINANCIAL OR STRATEGIC PARTNERSHIPS

We do not have any financial or strategic partnerships as on the date of this Prospectus.

LOCK OUTS AND STRIKES

117
There have been no lock outs or strikes at any of the location of our Company as on the date of this Prospectus.
TIME/COST OVERRUN IN SETTING UP PROJECTS

There has been no time and cost overruns in the Company ss on date of this Prospectus.

LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY OR EXIT INNEW GEOGRAPHIES

For details of launch of key products or services, entry in new geographies or exit from existing markets, capacity or facility
creation and the locations, please see chapter titled “Our Business” beginning on page 89 of this Prospectus.

 

CHANGES IN THE ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE YEARS

There have been no changes in the activities of our Company during the last five years which may have had a material
effect on the profits and loss account of our Company, including discontinuance of lines of business, loss of agencies or
markets and similar factors.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/BANKS

Our Company has not made any defaults / re-scheduling of its borrowings as on date of this Prospectus.

JOINT VENTURES

As on the date of this Prospectus, there are no joint ventures of our Company.

SHAREHOLDERS’ AGREEMENT

Our Company has not entered into any Shareholders Agreement as on the date of this Prospectus.

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL, DIRECTOR, PROMOTER OR ANY OTHER
EMPLOYEE

Neither our Promoter, nor any of the Key Managerial Personnel, Directors or employees of our Company have entered into
an agreement, either by themselves or on behalf of any other person, with any Shareholder or any other third party with
regard to compensation or profit sharing in connection with the dealings of the securities of our Company.
GUARANTEES GIVEN BY OUR PROMOTER

As on the date of this Prospectus, no guarantee has been issued by our Promoter.

MATERIAL AGREEMENTS

Except the contracts / agreements entered in the ordinary course of the business carried on or intended to be carried on by
our Company, we have not entered into any material agreement / contract as on the date of this Prospectus.

STRATEGIC PARTNERS
As of the date of this Prospectus, our Company does not have any Strategic Partners.
FINANCIAL PARTNERS

As on the date of this Prospectus, our Company does not have any other financial partners.

118
OUR MANAGEMENT

BOARD OF DIRECTORS

Under Articles of Association of our Company, the number of directors shall not be less than 3 (three) and not be more than
15 (Fifteen), subject to the applicable provisions of the Companies Act, 2013.

As of the date of this Prospectus, our Company has 5 (five) Directors on the Board, 1 (one) as Managing Director, 1 (one)
as Non-Executive Director and 3 (three) as Independent Directors. All the directors in our Board are woman directors.

The details of the Directors are as mentioned in the below table:

 

Name, Father’s Name, Age, DOB, Designation, Address,

Date of Appointment/

 

 

 

Father’s Name: Mr. Shyam Kumar

 

Age: 35 years

 

Director on October 22,
2021

 

Occupation, Nationality, Term and DIN Re appointment Other Directorahips
Name: Ms. Manisha Sharma Appointed as Director on | Nil
February 28, 2019
Father’s Name: Mr. Govind Sharma
Appointed as Managing
Age: 38 years Director on November
05, 2021
Date of Birth: July 22, 1983
Appointed as Chairman
Designation: Chairman & Managing Director on January 04, 2022
Address: K-804, Concord Manhattan, Oppo. Wipro Gate-16,
Electronic City Phase-1, Bengaluru — 560 100, Karnataka, India
Occupation: Salaried
Nationality: Indian
Term: Appointed as Managing Director for a period of 5 (five)
years with effect from November 05, 2021
DIN: 08377458
Name: Ms. Ruchita Joshi Appointment as Non- | Nil
Executive Additional
Father’s Name: Mr. Govind Sharma Director on October 22,
2021
Age: 39 years
Appointed as Non-
Date of Birth: February 14, 1983 Executive Director on
November 05, 2021
Designation: Non - Executive Director
Address: Fortune SY No. 43/1 Flat No 401, 3rd Floor, B Block,
Godarapaiya Village, Hobli, Bengaluru — 560 091, Karnataka,
India
Occupation: Salaried
Nationality: Indian
Term: Liable to retire by rotation
DIN: 09366575
Name: Ms. Shilpi Sharma Appointment as Non- | Nil
Executive Additional

 

 

119
 

Name, Father’s Name, Age, DOB, Designation, Address,

Date of Appointment/

 

 

Occupation, Nationality, Term and DIN Re appointment Other Directorahips
Appointed as Non-

Date of Birth: January 01, 1987 Executive Independent
Director on November

Designation: Non-Executive Independent Director 05, 2021

Address: 553, Ganesh Nagar, Anandpura, At Phoota Talab,

P.LP, Kota — 324 005, Rajasthan, India

Occupation: Self-Employed

Nationality: Indian

Term: Appointed as Independent Director for a period of 5

(five) years with effect from November 05, 2021

DIN: 09370029

Name: Ms. Urvashi Upadhyay Appointment as Non- | Nil
Executive Additional

Father’s Name: Mr. Rajesh Upadhyay

Age: 28 years

Date of Birth: December 01, 1993

Designation: Non-Executive Independent Director

Address: 76 A, Laxmi Nagar, Paota C Road, Jodhpur — 342
006, Rajasthan, India

Occupation: Professional
Nationality: Indian

Term: Appointed as Independent Director for a period of 5
(five) years with effect from November 05, 2021

DIN: 09366633

Director on October 22,
2021

Appointed as Non-
Executive Independent
Director on November
05, 2021

 

 

Name: Ms. Uma Chidambaram Krishnan

Father’s Name: Mr. Pottaikad Subramanan Hariharan

Age: 61 years

Date of Birth: August 21, 1960

Designation: Non-Executive Independent Director

Address: 1-91, Krishna Bhuvan, 3rd Road, Hindu Colony,
Near Bhagini Samaj, Dadar East, Mumbai — 400 014,
Maharashtra, India

Occupation: Professional

Nationality: Indian

Term: Appointed as Independent Director for a period of 5
(five) years with effect from January 05, 2022

DIN: 08824361

 

Appointed as Non-
Executive Independent
Director on January 05,
2022

 

¢ Paulo Travels Private
Limited

© Bodhi Tree
Multimedia Limited

© Wherrelz It Solutions
Limited

 

120

 
BRIEF PROFILE OF OUR DIRECTORS

Ms. Manisha Sharma, aged 38 years, is the Promoter, Chairman & Managing Director of our Company. She holds degree
in Master in Arts from University of Kota. She has completed “Do your venture: Entrepreneurship for Everyone”, an online
course of study by IIM Bangalore offered for the National Commission for Women, India. She has been on the Board of
our Company since incorporation and was redesignated as Managing Director w.e.f November 05, 2021. She has also
participated in various programmes hosted by the Government of India in relation to the information technology. has
received “Certificate of Achievement” award in the “Entrepreneurial Success Stories” hosted by the Ministry of Skill
Development and Entrepreneurship at National Entrepreneurship Awards, 2019, New Delhi. She is also an Associate
Member of Entrepreneurs Association of India. She has around 5 years of experience in the field of IT Solutions and
Consulting Services, Training, Staffing Solutions etc. She is currently responsible for the overall management, marketing
and affairs of the Company.

Ms. Ruchita Joshi, aged 38 years, is the Non-Executive Non-Independent Director of our Company. She has completed
her Masters in Science from Vikram University, Ujjain in 2007 and Master of Computer Applications from Punjab
Technical University, Jalandhar in 2010. She has around 10 years of experience as the faculty to students for computer
programming and applications in various colleges. She has been associated with our Company as Non-Executive Non-
Independent Director w.e.f November 05, 2021. She looks after the learning management solutions and training in our
company.

Ms. Shilpi Sharma, aged 35 years, is the Non-Executive Independent Director of our Company w.e.f. from November 05,
2021. She holds degree in Bachelor of Education and Bachelor of Arts from Jiwaji University, Gwalior. She has also
completed her Master in Arts from Jiwaji University, Gwalior in 2010. She has around 2 years of experience in digital
marketing.

Ms. Urvashi Upadhyay, aged 28 years, is the Non-Executive Independent Director of our Company. She has completed
her B. Tech (Electronic & Communication) from Rajasthan Technical University in 2017. She has experience of around 2
years in electronic engineering.

Ms. Uma Chidambaram Krishnan, aged 61 years, is the Non-Executive Independent Director of our Company. She has
completed her M.A (Economics) from University of Bombay in 1989. She also holds a degree of Masters Diploma in
Business Administration (Financial Management) from Symbiosis Institute of Management Studies, Pune in 2003. She has
also completed associate examination of the Indian Institute of Bankers. She has over 35 years of diverse experience in
operations, operational risk and control, finance and accounting, Pproduct control, compliance and people management.
She has previously worked with JP Morgan - Mumbai as Head of Risk and Control, Deutsche Bank - DBOI Global Services
Pvt Ltd (DBOI): Head Derivative Settlements, HCL Tech Ltd as Assistant Vice President, Antwerp Diamond Bank as Head
of Finance and Compliance and at Barclays Capital as Manager — Finance & Product Control.

CONFIRMATIONS
As on the date of this Prospectus:

e Except for that Ms. Ruchita Joshi is sister of Ms. Manisha Sharma, none of the Directors of our Company are related
to each other as per Section 2(77) of the Companies Act, 2013.

e There are no arrangements or understanding with major shareholders, customers, suppliers or any other entity,
pursuant to which any of the Directors were selected as a director or member of senior management.

e The directors of our Company have not entered into any service contracts with our Company which provides for
benefits upon termination of employment.

« None of the Directors are categorized as a wilful defaulter or a fraudulent borrower, as defined under Regulation
2(1)(I) of SEBI ICDR Regulations.

« None of our Directors are or were directors of any listed Company whose shares have been/were suspended from
trading by any of the stock exchange(s) during his/her tenure in that Company in the last five years or delisted from
the stock exchange(s) during the term of their directorship in such companies.

¢ None of our Directors have been declared as fugitive economic offenders 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.

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« None of the Promoter or Directors has been or is involved as a promoter or director 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.

¢ No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
directors or to the firms, trusts or companies in which they have an interest in, 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, trust or company
in which he is interested, in connection with the promotion or formation of our Company.

DETAILS OF BORROWING POWERS

Pursuant to a special resolution passed at an Extra-Ordinary General Meeting of our Company held on January 05, 2022
and pursuant to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and
rules made thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time
to time, any sum or sums of money on such security and on such terms and conditions as the Board may deem fit,
notwithstanding that the money to be borrowed together with the money already borrowed by our Company may
exceed in the aggregate, its paid up capital and free reserves and security premium (apart from temporary loans obtained
/ to be obtained from bankers in the ordinary course of business), provided that the outstanding principal amount of such
borrowing at any point of time shall not exceed in the aggregate of 220,000 Lakhs.

REMUNERATION OF EXECUTIVE DIRECTORS

The compensation package payable to the Executive Director from F.Y. 2021-22 onwards as resolved in the Annual General
Meeting held on November 05, 2021 is stated hereunder:

Ms. Manisha Sharma, Managing Director

The total remuneration payable to Ms. Manisha Sharma, Chairman and Managing Director, shall be a sum of 218.00 lakhs
per annum (inclusive of all salary, perquisites, benefits, incentives and allowances).

The compensation payable to our Directors will be governed as per the terms of their appointment and shall be subject to
the provisions of Section 2(54), Section 2(94), Section 188, Section 196, Section 197, Section 198 and Section 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 Remuneration / Sitting Fees paid to the Director during the last F.Y.
2020 - 21 is as follows:

 

 

 

 

 

 

 

 

Sr.No. | Name Designation Remuneration paid
1. Ms. Manisha Sharma Chairman & Managing Director 2 7.80 Lakhs
SITTING FEES

Pursuant to the resolution passed by the Board of Directors of our Company on January 22, 2022, the Non-Executive &
Independent Directors of our Company would be entitled to a sitting fee of 2,000/- for attending every meeting of Board
or its committee thereof.

PAYMENT OF BENEFITS (NON-SALARY RELATED)

Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding the date of filing
of this Prospectus or is intended to be paid or given to any of our directors except the remuneration for services rendered
and/or sitting fees as Directors.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS

There is no contingent or deferred compensation payable to our directors, which does not form part of their remuneration.

BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS

None of the Directors are party to any bonus or profit-sharing plan of our Company.

122
SHAREHOLDING OF OUR DIRECTORS
Our Articles of Association do not require our directors to hold any qualification shares.

The details of the shareholding of our directors as on the date of this Prospectus are as follows:

 

Sr.No. | Name of the shareholder No. of Equity Shares | Percentage of Pre-Issue Capital (%)
i Ms. Manisha Sharma 9,99,880 99.99%

 

 

 

 

 

 

 

INTEREST OF OUR DIRECTORS

All our Non-Executive Directors & Independent Directors may be deemed to be interested to the extent of sitting fees
payable to them for attending meetings of the Board or a committee thereof as well as to the extent and reimbursement of
expenses payable to them under our Articles of Association.

Further our executive directors may be deemed to be interested to the extent of shareholding held by them, their relatives,
their companies, firms and trusts, in which they are interested as directors, members, partners, trustees, beneficiaries and
promoter and in any dividend distribution which may be made by our Company in the future.

Our Managing Director deemed to be interested to the extent of remuneration payable to her pursuant to Articles of the
Company and resolution approved by the Board of Directors/ Members of our Company, as the case may be, time to time
for services rendered as an officer or employee of our Company. Further our Managing Director may also be regarded as
interested in the Equity Shares, held by her or allotted to the companies in which they are interested as Directors, Members,
and Promoter, pursuant to this Issue. Our Managing Director may also be deemed to be interested to the extent of any
dividend payable to them and other distributions in respect of the said Equity Shares.

Except mentioned in the Restated Financial Statements, no loans have been availed by our directors or the Key Managerial
Personnel from our Company.

No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members, in cash
or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or otherwise for
services rendered by them by such firm or company, in connection with the promotion or formation of our Company.

For the shareholding of the Directors, please refer chapter titled “Our Management” on page 119 of this Prospectus.

Interest in the property of the Company

Except as stated in the heading titled “Properties” under the chapter titled “Our Business”, beginning on page 89 of this
Prospectus, none of our directors have interest in any property acquired or proposed to be acquired by our Company.

Interest in Business of the Company

Except as stated in the chapter titled “Our Business” and “Restated Financial Statements” beginning on page 89 and 137
respectively and to the extent of shareholding in our Company, if any, our directors do not have any other business interest
in our Company.

Interest in promotion of the Company

Except Ms. Manisha Sharma, who is the Promoter of our Company, none of the other Directors are interested in the
promotion of our Company.

CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS

 

 

 

 

 

 

 

 

 

 

ot Name of the Director eae ssbpointment f Reason for Change

No. Change in designation

Ht Ms. Manisha Sharma November 05, 2021 pengetn Designation from! Director:to: Managing
2. Ms. Ruchita Joshi November 05, 2021 Appointed as Non-Executive Director

3: Ms. Shilpi Sharma November 05, 2021 Appointed as Non-Executive Independent Director
4. Ms. Urvashi Upadhyay | November 05, 2021 Appointed as Non-Executive Independent Director

 

123
 

 

 

 

 

 

 

 

Sr. 3 Date of Appointment /
No. Name of the Director Change in designation Reason for Change
Ms. Uma Chidambaram - . .
a : January 05, 2022 Appointed as Non-Executive Independent Director
Krishnan
CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act with respect to corporate governance, provisions of SEBI
LODR Regulations to the extent applicable to the entity whose shares are listed on Stock Exchange and shall be applicable
to us immediately upon the listing of our Equity Shares with the Stock Exchange. We are in compliance with the
requirements of the applicable regulations, including SEBI LODR Regulations, SEBI ICDR Regulations and the Companies
Act in respect of corporate governance including constitution of the Board and committees thereof.

Our Board has been constituted in compliance with the Companies Act and SEBI LODR Regulations. The Board functions
either as a full board or through various committees constituted to oversee specific functions.

Our Company stands committed to good Corporate Governance practices based on the principles such as accountability,
transparency in dealing with our stakeholders, emphasis on communication and transparent report.

Our Board functions either as a full Board or through the various committees constituted to oversee specific operational
areas. As on the date of this Prospectus, our Company has Five (5) Directors, one (1) is Chairman & Managing Director,
one (1) is a Non-Executive Non-Independent Director and three (3) are Non-Executive Independent Directors. Further, we
have the entire Board comprising of women directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors presently has three (3) committees which have been constituted in accordance with the relevant
provisions of the Companies Act and SEB] LODR Regulations: (i) Audit Committee, (ii) Stakeholders’ Relationship
Committee and (iii) Nomination and Remuneration Committee.

Audit Committee

Our Board has constituted the Audit Committee vide Board Resolution dated January 22, 2022 which was in accordance
with Section 177 of the Companies Act, 2013.

The audit committee comprises of:

 

 

 

 

 

Name of the Directors Nature of Directorship Designation in Committee
Ms. Uma Chidambaram Krishnan _| Non-Executive Independent Director Chairman

Ms. Shilpi Sharma Non-Executive Independent Director Member

Ms. Manisha Sharma Managing Director Member

 

 

 

 

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.
The scope of Audit Committee shall include but shall not be restricted to the following:

1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the
statutory auditor and the fixation of audit fees;

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with
particular reference to:

i) 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;

ii) Changes, if any, in accounting policies and practices and reasons for the same;

iii) Major accounting entries involving estimates based on the exercise of judgment by management;

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10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

iv) Significant adjustments made in the financial statements arising out of audit findings;

v) Compliance with listing and other legal requirements relating to financial statements;

vi) Disclosure of any related party transactions;

vii) Qualifications in the draft audit report.
Reviewing, with the management, the half yearly 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/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;
Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the Company with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the Company, 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 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 CFO (i.e., the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience & background, etc. of the

candidate;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

Explanation (i): The term “related party transactions” shall have the same meaning as contained in the Accounting
Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act, the said audit
committee shall have such additional functions / features as is contained in this clause.

The Audit Committee enjoys following powers:

i) To investigate any activity within its terms of reference.

ii) To seek information from any employee.

iii) To obtain outside legal or other professional advice.

iv) To secure attendance of outsiders with relevant expertise if it considers necessary.

The Audit Committee shall mandatorily review the following information:

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i) Management discussion and analysis of financial condition and results of operations;

ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;

iv) Internal audit reports relating to internal control weaknesses; and

v) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by
the Audit Committee.

vi) statement of deviations: (a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of
Regulation 32(1) of the SEBI ICDR Regulations. (b) annual statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI ICDR Regulations.

21. The recommendations of the Audit Committee on any matter relating to financial management, including the audit
report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons
for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be
communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the
Company to provide clarifications on matters relating to the audit.

The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on
matters relating to the audit.

Meeting of Audit Committee and Relevant Quorum

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. The quorum for audit committee meeting shall either be two members or one third of the members
of the audit committee, whichever is greater, with at least two independent directors.

Stakeholders’ Relationship Committee

Our Board has constituted the Stakeholders’ Relationship Committee vide Board Resolution dated January 22, 2022
pursuant to Section 178 of the Companies Act, 2013. The Stakeholder’s Relationship Committee comprises of:

 

 

 

 

 

Name of the Directors Nature of Directorship Designation in Committee
Ms. Shilpi Sharma Non-Executive Independent Director Chairman

Ms. Urvashi Upadhyay Non-Executive Independent Director Member

Ms. Ruchita Joshi Non-Executive Non-Independent Director _| Member

 

 

 

 

The Company Secretary of the Company will act as the Secretary of the Committee.

This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:

1. resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings, etc.

2. review of measures taken for effective exercise of voting rights by shareholders;

3. review of adherence to the service standards adopted by the Company in respect of various services rendered by the
registrar and share transfer agent;

4. review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
and

5. Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from
shareholders from time to time;

6. approve, register, refuse to register transfer or transmission of shares and other securities;
7.  sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;

8. allotment and listing of shares;

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10.

11.

12.

13.

14.

15.

authorise affixation of common seal of the Company;

issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the
Company;

approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
dematerialize or rematerialize the issued shares;
ensure proper and timely attendance and redressal of investor queries and grievances;

carry out any other functions contained in the Companies Act, 2013 (including Section 178) and/or equity listing
agreements (if applicable), as and when amended from time to time; and

further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultants),
professional(s), or agent(s).

Meeting of Stakeholders’ Relationship Committee and Relevant Quorum

The stakeholders’ Relationship committee shall meet once in a year. The quorum for a meeting of the Stakeholder’s
Relationship Committee shall be two members present.

Nomination and Remuneration Committee

Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution dated January 22, 2022
pursuant to section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises of:

 

 

 

 

 

Name of the Directors Nature of Directorship Designation in Committee
Ms. Uma Chidambaram Krishnan _| Non-Executive Independent Director Chairman

Ms. Shilpi Sharma Non-Executive Independent Director Member

Ms. Ruchita Joshi Non-Executive Non-Independent Director_| Member

 

 

 

 

The Company Secretary of our Company acts as the Secretary to the Committee.

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:

1,

formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees;

for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Committee may:

i) _ use the services of an external agencies, if required;
ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii) consider the time commitments of the candidates.

formulation of criteria for evaluation of Independent Directors and the Board;

devising a policy on Board diversity;

identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal;

127
6. 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;

7. recommend to the board, all remuneration, in whatever form, payable to senior management.
Meeting of Nomination and Remuneration Committee and Relevant Quorum

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third
of the members, whichever is greater. The Committee is required to meet at least once a year.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING

The provisions of Regulation 9(1) of the SEBI PIT Regulations will be applicable to our Company immediately upon the
listing of its Equity Shares on the BSE SME. We shall comply with the requirements of the SEBI PIT Regulations on listing
of Equity Shares on stock exchanges. Further, Board of Directors have formulated and adopted the code of conduct to
regulate, monitor and report trading by its employees and other connected persons. 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.

ORGANIZATIONAL STRUCTURE

 
   
    
     

Board of
Directors

 
   
   
 

 
   
    
      
 

   
  
  

Mr. Nimish

  
 
  
 
 
  
 

   
 

  
   

 
   

. Mr. T Ms. Priyanka Mr.Abhishek Mr.Lokesh
Mas ouall Viswanadham Mishra Yadav oe Gaur
(CS&CO} ‘Sales &
( ) (CFO) (HR Manager) IT Manager Ree a) ( Purchase Officer)

 

KEY MANAGERIAL PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are
permanent employees of our Company. Below are the details of the Key Managerial Personnel of our Company:

Ms. Manisha Sharma is the Chairman & Managing Director of the Company. For detailed profile, see para, “Brief Profile
of our Directors” on page 121 of this Prospectus.

Mr. Tenneti Viswanadham, aged around 50 years, is the Chief Financial Officer of our Company with effect from December
06, 2021 and was appointed as Manager - Accounts in our company since July 2019. He has completed his Bachelor of
Science from Utkal University, Bhubaneswar in 1991 and Post-Graduation Diploma in Computer Applications from Bureau
of Data Processing Systems, Cuttack in 1994. He has also completed his Bachelors in Law from Utkal University,
Bhubaneswar in 1997. He has around 27 years of work experience in the field of accounts and finance. He was previously
associated with M/s. Manishree Refractories & Ceramics Private Limited as Accounts Assistant, M/s. Barar Industries
Limited as Accountant, M/s. Group 4 Facility Services Private Limited as Assistant Manager (Accounts), M/s. IL & FS
Property Management & Services Limited as Regional Manager (Finance & Accounts), M/s Dusters Total Solutions
Services Pvt Ltd as Manager (Finance & Accounts), M/s. Candor International School as Accounts Manager, and M/s
Colliers International (India) Property Services Pvt Ltd as Manager — Accounts. He looks after the accounts and finance
division of our company.

128
No non salary related amount or benefit has been paid or given to any officer of our Company within the two years preceding
the date of filing of this Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.

CHANGES IN OUR KEY MANAGERIAL PERSONNEL IN THE LAST THREE YEARS FROM THE DATE OF
FILING OF THIS PROSPECTUS,

The changes in our Key Managerial Personnel during the three years immediately preceding the date of filing of this
Prospectus are set forth below.

 

Date of Appointment/ Change

 

 

 

Name Designation é 5 : Reason for Change
in designation
Mr. Tennetl Chief Financial Officer | December 06, 2021 Appointed as, Chief Financial
Viswanadham Officer
Appointed as Company
Ms. Sonali Company Secretary and December 06, 2021 Secretary and Compliance
Compliance Officer Officer

 

 

 

 

 

ATTRITION OF KEY MANAGERIAL PERSONNEL.

The attrition of Key Managerial Personnel is not high in our Company compared to the industry.

130
Ms. Sonali, aged 26 years, is the Company Secretary and Compliance Officer of our Company with effect from December
06, 2021. She is a commerce graduate from Patna University and is an associate member of the Institute of Company
Secretaries of India with effect from May 03, 2021. She also holds degree in Bachelor of Law from Nawada Vidhi
Mahavidyalaya from Magadh University, Bodhgaya. Prior to joining our Company, she was associated with Santosh
Tibrewalla & Associates as Associate Company Secretary and Finshore Management Service Limited as Assistant
Company Secretary. She has around 2 years of experience in secretarial and compliance. She is responsible for the
Secretarial, Legal and Compliance division of our Company. She was paid not paid any remuneration in the Fiscal Year
2020-21.

STATUS OF OUR KEY MANAGERIAL PERSONNEL
All our Key Managerial Personnel are permanent employees of our Company.
RELATIONSHIP BETWEEN OUR DIRECTORS AND KEY MANAGERIAL PERSONNEL

Except for that Ms. Ruchita Joshi is sister of Ms. Manisha Sharma, none of our directors are related to each other or to our
Key Managerial Personnel.

SHAREHOLDING OF THE KEY MANAGEMENT PERSONNEL

None of our KMPs holds any shares of our Company as on the date of this Prospectus except as stated in the below table.

 

Sr.No. | Name of the KMP No. of Shares held % of Shareholding
i Ms. Manisha Sharma 9,99,880 99.99%

 

 

 

 

 

 

 

For further details please see chapter titled “Capital Structure” on page 52 of this Prospectus.
SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL

Our Key Managerial Personnel have not entered into any service contracts with our Company which provide for any
benefits upon termination of their employment in our Company.

INTEREST OF KEY MANAGERIAL PERSONNEL

None of our Key Management Personnel has any interest in our Company except to the extent of their remuneration,
benefits, reimbursement of expenses incurred by them in the ordinary course of business. Our Key Managerial Personnel
may also be interested to the extent of Equity Shares, if any, held by them and any dividend payable to them and other
distributions in respect of such Equity Shares.

ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS/ CUSTOMERS/ SUPPLIERS

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any
of our Key Managerial Personnel have been selected as the Key Managerial Personnel of our Company.

BONUS OR PROFIT-SHARING PLAN OF THE DIRECTORS AND KEY MANAGEMENT PERSONNEL

There is no profit-sharing plan for the Key Managerial Personnel. However, our Company provides performance linked
bonus payments, in accordance with their terms of appointment.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO OUR DIRECTORS AND KEY
MANAGERIAL PERSONNEL

There is no contingent or deferred compensation payable to our Directors and Key Managerial Personnel, which does not
form part of their remuneration.

EMPLOYEE SHARE PURCHASE AND EMPLOYEE STOCK OPTION PLAN
Our Company does not have an employee stock option scheme as on the date of this Prospectus.

PAYMENT OR BENEFIT TO OUR KEY MANAGERIAL PERSONNEL

129
OUR PROMOTER AND PROMOTER GROUP

As on the date of this Prospectus, our Promoter holds 9,99,880 Equity Shares, representing 99.99% of the issued, subscribed
and paid-up Equity Share capital of our Company. For details of the build-up of our Promoter’s shareholding in our
Company, please see “Capital Structure” beginning on page 52 of this Prospectus.

The details of our Promoter are as under:

 

Ms. Manisha Sharma

 

 

 

Ms. Manisha Sharma, aged 38 years, is the Promoter, Chairman &
Managing Director of our Company. She holds degree in Master in Arts
from University of Kota. She has completed “Do your venture:
Entrepreneurship for Everyone”, an online course of study by IIM
Bangalore offered for the National Commission for Women, India. She has
been on the Board of our Company since incorporation and was
redesignated as Managing Director w.e.f November 05, 2021. She has also
participated in various programmes hosted by the Government of India in
relation to the information technology. has received “Certificate of
Achievement” award in the “Entrepreneurial Success Stories” hosted by the
Ministry of Skill Development and Entrepreneurship at National
Entrepreneurship Awards, 2019, New Delhi. She is also an Associate
Member of Entrepreneurs Association of India. She has around 5 years of
experience in the field of IT Solutions and Consulting Services, Training,
Staffing Solutions etc. She is currently responsible for the overall
management, marketing and affairs of the Company.

Date of Birth: July 22, 1983
Nationality: Indian
PAN: BMKPS9546Q

Residential Address: K-804, Concord Manhattan, Oppo. Wipro Gate-16,
Electronic City Phase-1, Bengaluru — 560 100, Karnataka, India

Other Interests: Nil

 

 

 

DECLARATION

1.

We confirm that the Permanent Account Number, Bank Account number, Passport number, Aadhaar card number
of our Promoter has been submitted to the Stock Exchange at the time of filing of the Prospectus with the Stock
Exchange. Our Promoter has confirmed that she does not have any driving license number as on the date of this
Prospectus.

Our Promoter and the members of our Promoter Group have confirmed that they have not been identified as wilful
defaulters or fraudulent borrowers by the RBI or any other governmental authority.

Our Promoter has not been declared as a fugitive economic offender under the provisions of section 12 of the Fugitive
Economic Offenders Act, 2018.

No violations of securities law have been committed by our Promoter or members of our Promoter Group or any
Group Companies in the past or is currently pending against him. None of (i) our Promoter and members of our
Promoter Group or persons in control of or on the boards of bodies corporate forming part of our Group Companies
(ii) the Companies with which any of our Promoter are or were associated as a promoter, director or person in control,
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.

CHANGE IN CONTROL OF OUR COMPANY

131
There has not been any change in the control of our Company in the five years immediately preceding the date of this
Prospectus.

EXPERIENCE OF OUR PROMOTER IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoter in the business of our Company, please refer the chapter “Our
Management” beginning on page 119 of this Prospectus.

INTEREST OF OUR PROMOTER

Our Promoter does not have any interest in our Company except to the extent of compensation payable / paid, rents on
properties owned by her or her relatives but used by our company and reimbursement of expenses (if applicable) and to the
extent of any equity shares held by her or her relatives and associates or held by the companies, firms and trusts in which
she is interested as director, member, partner, and / or trustee, and to the extent of benefits arising out of such shareholding.
For further details please see the chapters titled “Capital Structure”, “Restated Financial Statements” and “Our
Management” beginning on pages 52, 137 and 119 of this Prospectus.

Except as stated otherwise in this Prospectus, we have not entered into any contract, agreements or arrangements in which
our Promoter is directly or indirectly interested and no payments have been made to them in respect of the contracts,
agreements or arrangements which are proposed to be made with them including the properties purchased by our Company
and development rights entered into by our Company other than in the normal course of business. For further details, please
see chapter titled “Restated Financial Statements” beginning on page 137 of this Prospectus.

Interest of Promoter in the Promotion of our Company

Our Company is currently promoted by the Promoter in order to carry on its present business. Our Promoter is interested
in our Company to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by
our Company.

Interest of Promoter in the Property of our Company

Except as stated in the heading titled “Properties” under the chapter titled “Our Business” and “Restated Financial
Statements” beginning on page 89 and 137 respectively, of this Prospectus, our Promoter has confirmed that she does not
have any interest in any property acquired by our Company within three years preceding the date of this Prospectus or
proposed to be acquired by our Company as on the date of this Prospectus.

Further, other than as mentioned in the chapter titled “Our Business” beginning on page 89 of this Prospectus our Promoter
does not have any interest in any transactions in the acquisition of land, construction of any building or supply of any
machinery.

Interest in our Company arising out of being a member of a firm or company

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

Interest in our Company other than as Promoter

Except as mentioned in this chapter and chapters titled “Our Business”, “History and Certain Corporate Matters”, “Our
Management” and “Restated Financial Statements” beginning on pages 89, 116, 119 and 137, respectively, our Promoter
does not have any other interest in our Company.

COMMON PURSUITS OF OUR PROMOTER

Except as disclosed above, our Promoter is not involved with any ventures which are in the same line of activity or business
as that of our Company.

BUSINESS INTERESTS

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For details of shareholding of members of our Promoter Group as on the date of this Prospectus, please see the chapter
titled “Capital Structure” beginning on page 52 of this Prospectus.

COMPANIES WITH WHICH THE PROMOTER HAVE DISASSOCIATED IN THE LAST THREE YEARS

Our Promoter has not disassociated themselves from any companies, firms or entities during the last three years preceding
the date of this Prospectus.

OUTSTANDING LITIGATIONS

There is no outstanding litigation against our Promoter except as disclosed in the section titled “Risk Factors” and chapter
titled “Outstanding Litigations and Material Developments” beginning on pages 20 and 151 respectively of this Prospectus.

134
Our Promoter is not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to our
Promoter or to such firm or company in cash or shares or otherwise by any person for services rendered by it or by such
firm or company in connection with the promotion or formation of our Company.

Our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date
of filing of this Prospectus or proposes to enter into any such contract in which our Promoter is directly or indirectly

interested and no payments have been made to it in respect of the contracts, agreements or arrangements which are proposed
to be made with it.

PAYMENT OF AMOUNTS OR BENEFITS TO THE PROMOTER OR PROMOTER GROUP DURING THE
LAST TWO YEARS

Except as stated in the chapter titled “Restated Financial Statements” beginning on page 137 of this Prospectus, there has
been no payment of benefits to our Promoter or Promoter Group during the two years preceding the date of this Prospectus.

MATERIAL GUARANTEES

Except as stated in the “Restated Financial Statements” beginning on page 137 of this Prospectus, our Promoter has not
given any material guarantee to any third party with respect to the Equity Shares as on the date of this Prospectus.

OUR PROMOTER GROUP

Apart from our Promoter, as per Regulation 2(1)(pp) of the SEBI ICDR Regulations, the following individuals and entities
shall form part of our Promoter Group:

A. Natural Persons who are Part of the Promoter Group

As per Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, the following individuals form part of our Promoter Group:

 

 

 

 

 

 

 

 

 

 

 

  

 

 

Name of the Promoter Name of the Relative Relationship with the Promoter
Late Shri Govind Prasad Sharma Father
Late Shri Hemlata Sharma Mother
Mr. Vikas Sharma Spouse
NA Brother
Ms. Ruchita Joshi, Ms. Anshu Gautam Sisters

Ms. Manisha Sharma Mr. Shreyansh Sharma Son
Ms. Samiksha Sharma Daughter
Mr. Vidhya Sagar Sharma Spouse’s Father
Ms. Brijbala Sharma Spouse’s Mother
Mr. Harsh Wardhan Sharma Spor Brother
Ms. Varsha Sharma Spouse’s Sister

 

 

 

 

B. Entities forming part of the Promoter Group pursuant to Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations

There are no Companies/Trusts/ Partnership firms/HUFs or Sole Proprietorships which are forming part of our Promoter
Group pursuant to Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations.

C. All persons whose shareholding is aggregated pursuant to Regulation 2(1)(pp)(v) of the SEBI ICDR Regulations
for the purpose of disclosing in the Prospectus under the heading “shareholding of the promoter group”

 

Sr. No. Name

il Mr. Aatmik Sharma

2 Mr. Harsh Wardhan Sharma
3. Ms. Megha

4. Ms. Pratima Sharma
3

6.

 

 

 

 

 

Mr. Rithik Sharma
Mr. Vikas Sharma

 

 

 

 

 

SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY

133
OUR GROUP COMPANY
The definition of ‘Group Companies’ as per the SEBI ICDR Regulations, shall include such companies (other than
promoter(s) and subsidiary/subsidiaries) with which there were related party transactions, during the period for which
Financial Statements is disclosed, as covered under the applicable accounting standards, and also other companies as
considered material by the board.

In terms of the SEBI ICDR Regulations and in terms of the policy of materiality defined by the Board pursuant to its
resolution dated January 22, 2022 our Group Companies includes:

(i) Those companies disclosed as related parties in accordance with Accounting Standard (“AS 18”) issued by the Institute
of Chartered Accountants of India, during the period for which Financial Information is disclosed.

(ii) All such companies which are deemed to be material by the Board of Directors.

Accordingly, based on the parameters outlined above, our Company does not have any group company as on the date of
this Prospectus.

135
DIVIDEND POLICY

Under the Companies Act, 2013, our Company can pay dividends upon a recommendation by its Board of Directors and
approval by a majority of the shareholders. The shareholders of our Company have the right to decrease, not to increase the
amount of dividend recommended by the Board of Directors. The dividends may be paid out of profits of a company in the
year in which the dividend is declared or out of the undistributed profits or reserves of the previous years or out of both.
The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim
dividends.

There are no dividends declared by our Company since incorporation.
Our Company does not have a formal dividend policy. Any dividends to be declared shall be recommended by the Board
of Directors depending upon the financial condition, results of operations, capital requirements and surplus, contractual

obligations and restrictions, the terms of the credit facilities and other financing arrangements of our Company at the time
a dividend is considered, and other relevant factors and approved by the Equity Shareholders at their discretion.

136
SECTION VII —- FINANCIAL INFORMATION

RESTATED FINANCIAL STATEMENTS

 

Sr No. | Particulars Page No

 

 

 

 

1. Restated Financial Statements F-1 to F-27

 

[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]

137

 
INDEPENDENT AUDITORS' REPORT ON RESTATED FINANCIAL INFORMATION
(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies (Prospectus and Allotment of
Securities) Rules, 2014)
To,
The Board of Directors,
Ekennis Software Service Limited

Dear Sir,

We have examined the attached Restated Audited Financial Information of Ekennis Software Service Limited comprising
the Restated Audited Statement of Assets and Liabilities as at January 15, 2022, March 31, 2021, & March 31, 2020 the
Restated Audited Statement of Profit & Loss, the Restated Audited Cash Flow Statement for stub period ended on January
15, 2022, and for the financial year ended March 31, 2021, March 31, 2020 the Summary statement of Significant
Accounting Policies and other explanatory Information (Collectively the Restated Financial Information) as approved by
the Board of Directors in their meeting held on January 21, 2022 for the purpose of inclusion in the Offer Document, prepared
by the Company in connection with its Initial Public Offer of Equity Shares (IPO) and prepared in terms of the requirement
of:-

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the “Act");;

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 (“ICDR
Regulations”) as amended (ICDR Regulations”); and related amendments / clarifications from time to time issued by
the Securities and Exchange Board of India (“SEBI”);

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India as amended from time to time. (“The Guidance Note”).

The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose
of inclusion in the offer document to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar
of Companies, Maharashtra in connection with the proposed IPO. The Restated Financial Information have been prepared
by the management of the Company for the stub period ended on January 15, 2022 on the basis of preparation stated in
ANNEXURE - D to the Restated Financial Information. The Board of Directors of the company’s responsibility includes
designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the
Restated Financial Information. The board of directors are also responsible for identifying and ensuring that the Company
complies with the Act, ICDR Regulations and the Guidance Note.

We have examined such Restated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter
dated January 01, 2022 in connection with the proposed IPO of equity shares of the Company;

b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the
Restated Financial Information; and ,

d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in
meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note
in connection with the IPO.

These Restated Financial Information have been compiled by the management from:

a) Audited financial statements of company as at and for the period ended stub period ended on January 15, 2022 and for
the financial year ended March 31, 2021 & March 31, 2020 prepared in accordance with the Accounting Standards as
prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and
other accounting principles generally accepted in India.

For the purpose of our examination, we have relied on:

a) Auditors’ Report issued by us dated January 19, 2022 & by the Previous Auditor i.e. Mr. Ashish Koppa dated October
30, 2021 & December 31, 2020 for the Financial year ended 31“ March 2021, 31“ March 2020 respectively.
b) The audit were conducted by the Company’s previous statutory auditor, and accordingly reliance has been placed on the
statement of assets and liabilities and statements of profit and loss, the Significant Accounting Policies, and other explanatory
information and (collectively, the Audited Financial Statement”) examined by them for the said years.

The modification in restated financials were carried out based on the modified reports, if any, issued by Previous auditor
which is giving rise to modifications on the financial statements as at and for the years ended March 31, 2021, and March
31, 2020. There is no qualification of previous auditor for the Financial Statement of 31st March 2021 and, 2020.

The audit reports on the financial statements were modified and included following matter(s) giving rise to modifications
on the financial statements as at and for the period ended on January 15, 2022, March 31, 2021& 2020.:-

a)

b)

°)
qd)

e)

8)

h)

i)

The Restated Financial Information or Restated Summary Financial Statement have been made after incorporating
adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect
the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

The Restated Financial Information or Restated Summary Financial Statement have been made after incorporating
adjustments for prior period and other material amounts in the respective financial years/period to which they relate
and there are no qualifications which require adjustments;

Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required;
There were no qualifications in the Audit Reports issued by us for the stub Period Ended on January 15, 2022 and the
Previous Auditors for the Financial Year Ended March 31, 2021 and 2020 which would require adjustments in this
Restated Financial Statements of the Company;

Profits and losses have been arrived at after charging all expenses including depreciation and after making such
adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance

with the Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE - D to this report;

Adjustments in Restated Financial Information or Restated Summary Financial Statement have been made in
accordance with the correct accounting policies,

There was no change in accounting policies, which needs to be adjusted in the Restated Financial Information
or Restated Summary Financial Statement;

There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Information
or Restated Summary Financial Statement

The Company has not paid any dividend since its incorporation.

In accordance with the requirements of Part I of Chapter III of Act including rules made there under, ICDR Regulations,
Guidance Note and Engagement Letter, we report that:

a)

b)

°)

The “Restated Statement of Assets and Liabilities” as set out in ANNEXURE ~ A to this report, of the Company as at
Stub Period Ended on January 15, 2022 & Financial Year Ended March 31, 2021 and 2020 is prepared by the Company
and approved by the Board of Directors. These Restated Summary Statement of Assets and Liabilities, have been arrived
at after making such adjustments and regroupings to the individual financial statements of the Company, as in our
opinion were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set
out in ANNEXURE - D to this Report.

The “Restated Statement of Profit and Loss” as set out in ANNEXURE ~ B to this report, of the Company for
Stub Period Ended on January 15, 2022 & Financial Year Ended March 31, 2021 and 2020 is prepared by the Company
and approved by the Board of Directors. These Restated Summary Statement of Profit and Loss have been arrived at
after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion
were appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in
ANNEXURE — D to this Report.

The “Restated Statement of Cash Flow” as set out in ANNEXURE - C to this report, of the Company Stub Period
Ended on January 15, 2022 & Financial Year Ended March 31, 2021 and 2020 is prepared by the Company and approved

F-2
by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such
adjustments and regroupings to the individual financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to Accounts as set out in
ANNEXURE -— D to this Report.

Audit for the financial year ended on March 31, 2021 & 2020 was conducted by Ashish Koppa & Accordingly reliance has
been placed on the financial statement examined by them for the said years. Financial Reports included for said years are
solely based on report submitted by them.

We have also examined the following other financial information relating to the Company prepared by the
Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company
for the Stub Period Ended on January 15, 2022 & Financial Year Ended March 31, 2021 and 2020 proposed to be included
in the Draft Prospectus / Prospectus (“Offer Document”) for the proposed IPO.

In our opinion and to the best of information and explanation provided to us, the Restated Financial Information of the
Company, read with significant accounting policies and notes to accounts as appearing in ANNEXURE ~ D are prepared
after providing appropriate adjustments and regroupings as considered appropriate.

 

We, M/s. A Y & Company, Chartered Accountants have been subjected to the peer review process of the Institute
of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of
the ICAI.

The preparation and presentation of the Financial Statements referred to above are based on the Audited financial

statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The
Financial Statements and information referred to above is the responsibility of the management of the Company.

F-3
The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by
any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial
statements referred to therein.

We have no responsibility to update our report for events and circumstances occurring after the date of the report.

In our opinion, the above financial information contained in ANNEXURE ~ A to J of this report read with the respective
Significant Accounting Polices and Notes to Accounts as set out in ANNEXURE - D are prepared after making adjustments
and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations,
Engagement Letter and Guidance Note.

Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with the
IPO-SME for Proposed Issue of Equity Shares of the Company and our report should not be used, referred to or distributed
for any other purpose without our prior consent in writing.

For, M/sA Y & CO.

Chartered Accountants

Firm Registration Number: - 020829C
Peer Review No. -013225

CA Arpit Gupta

(Partner)

Membership No.421544

UDIN - 22421544AAAABO9389
Date: 21.01.2022

Place: Bengaluru

F-4
EKENNIS SOFTWARE SERVICE LIMITED
(FORMERLY KNOWN AS EKENNIS SOFTWARE SERVICE (OPC) PRIVATE LIMITED)

ANNEXURE - B: RESTATED STATEMENT OF PROFIT AND LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs. in Lakhs)
as 7 pened For The Year Ended 31st
ended January

Sr. No |Particulars ne 15 Many
No.
2022 2021 2020
A. _|Revenue:
Revenue from Operations B.1 361.66} 465.89 485.78
Other income B.2 5.52 2.78 0.00
‘Total revenue 367.18 468.67 485.78)
B. _|Expenses:

Cost of Material Consumed B.3 0.98 0.00 0.00
Change in Inventories of WIP,
Finished Goods & Stock in Trade 0.00 0.00 0.00
Employees Benefit Expenses B.4 219.28 312.94 416.24
Finance costs B.S 0.59 2.93 0.29
Depreciation and Amortization B.6 5.92 5.81 3.05
Other expenses B.7 39.62 19.84 36.92
‘Total Expenses 266.38 341.52 456.50
Profit before exceptional and 100.79 127.14 29.28
extraordinary items and tax
Exceptional Items - - -
Profit before extraordinary items 100.79 127.14 29.28
and tax
Extraordinary items - - -
Profit before tax 100.79 127.14 29.28
'Tax expense :

Current tax 25.47 41.12 7.18

Deferred Tax B.8 5.12 (8.90) (0.50)
Profit (Loss) for the period from
continuing operations 70.20 94.92 22.60
Earning per equity share in Rs.:
(1) Basic 140.41 189.83 45.19
(2) Diluted 140.41 189.83 45.19

 

 

 

 

 

 

[Note : The above statements should be read with the significant accounting policies and notes to restated
summary, profits and losses and cash flows appearing in Annexure D,A&C.

 

F-6
EKENNIS SOFTWARE SERVICE LIMITED

(FORMERLY KNOWN AS EKENNIS SOFTWARE SERVICE (OPC) PRIVATE LIMITED)

ANNEXURE - A: RESTATED STATEMENT OF ASSETS AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. |Particulars Note As at 31st March
No. | 4S. at January 2021 2020
15, 2022
A. {Equity and Liabilities
1 Shareholders’ Funds
Share Capital Al 5.00} 5.00) 5.00)
Reserves & Surplus A.2 187.72 117.51 22.60
Share application money pending allotment - < =|
2 Non-Current Liabilities
‘Long-Term Borrowings - - -
Other Non-Current Liabilities
‘Long-Term Provisions A3 14.19 8.88 -
‘Deferred Tax Liabilities (Net) - - -
3 Current Liabilities
Short Term Borrowings AA 3.87 13.16 36.64
‘Trade Payables : AS
(A) total outstanding dues of micro enterprises - +
and small enterprises; and
(B) total outstanding dues of creditors other than 7.09 26.61 4.79|
micro enterprises and small enterprises.".]
Other Current Liabilities AG 58.42 49.84 87.67,
Short Term Provisions A.7 24.78) 40.53} 7.18)
Total 301.07 261.53 163.87
B.__|Assets
1 /Non-Current Assets
Property, Plant and Equipment
Tangible Assets AB 74.07 38.47 13.78}
Intangible Assets AB 0.18) - -|
/Non-Current Investments 5 5 |
Deferred Tax Assets AS 4.27] 9.39) 0.50)
‘Long Term Loans & Advances - - -
Other Non Current Assets A.10 5.08} 5.06} 5.03
2 Current Assets
(Current Investments = = *
Inventories A.11 3.11 3.11 =
‘Trade Receivables A.12 100.98} 37.14 43.67,
(Cash and Cash Equivalents A.13 79.03 125.83} 54.80
Short-Term Loans and Advances A.14 1.01 2.00 0.05
Other Current Assets A15 33.33 40.53 46.05
Total 301.07 261.53 163.87,

Note : The above statements should be read with the significant accounting policies and notes to restated summary, profits
and losses and cash flows appearing in Annexure D,B & C

 
EKENNIS SOFTWARE SERVICE LIMITED
(FORMERLY KNOWN AS EKENNIS SOFTWARE SERVICE (OPC) PRIVATE LIMITED)

ANNEXURE - C: RESTATED STATEMENT OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs. in Lakhs)
For the period For The Year Ended 31st
Particulars ended January 15 March
2022 2021 2020
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit/ (Loss) before tax 100.79 127.14 29.28
Adjustments for:
Depreciation 5.92 5.81 3.05
Finance Cost 0.59 2.93 0.29
Gratuity/Leave Encashment Expenses 5.31 8.89
Interest Income (1.62) - -
Operating profit before working capital changes 111.00 144.77 32.62
Movements in working capital :
(Increase)/Decrease in Inventories - (3.11) -
(Increase)/Decrease in Trade Receivables (63.84) 6.53 (43.67)
(Increase)/Decrease in Loans & Advances 0.99 (1.95) (0.05)
(Increase)/Decrease in Other Current Assets/ Non Current Assets 7.21 5.52 (46.05)
Increase/(Decrease) in Trade Payables (19.52) 21.82 4.79
Increase/(Decrease) in Other Current Liabilities 8.58 (37.82) 87.67
Cash generated from operations 44.41 135.75 35.31
Income tax_paid during the year 41.22 7.78 -
Net cash from operating activities (A) 3.19 127.97 35.31
B. CASH FLOW FROM INVESTING ACTIVITIES
Interest Income 1.62 = =
Purchase of Fixed Assets (41.71) (30.50) (16.83)
Increase in Other Non Current Assets (0.03) (0.03) (5.03)
Net cash from investing activities (B) (40.12) (30.53) (21.86)
C. CASH FLOW FROM FINANCING ACTIVITIES
Interest paid on borrowings (0.59) (2.93) (0.29)
Proceeds from Share Capital - - 5.00
Proceeds/(Repayment) of Borrowings (9.29) (23.48) 36.64
Net cash from financing activities (C) (9.87) (26.41) 41.35
Net increase in cash and cash equivalents (A+B+C) (46.79) 71.03 54.80
Cash and cash equivalents at the beginning of the year 125.83 54.80 -
Cash and cash equivalents at the end of the year 79.03 125.83) 54.80

 

Note : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses

and cash flows appearing in Annexure C,A&B.

F-7
ANNEXURE - D

SUMMARY SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS AS RESTATED

 

A. COMPANY INFORMATION

The company was originally incorporated as a One Person Company under the name “Ekennis Software Service
(OPC) Private Limited” under the provisions of the Companies Act, 2013 and certificate of incorporation was issued
by the Registrar of Companies, Central Registration Centre, Manesar on February 28, 2019. The status of our
Company was changed to public limited and the name of our Company was changed to “Ekennis Software Service
Limited” vide Special Resolution passed by the shareholders at the Annual General Meeting of our Company held on
November 05, 2021. The fresh certificate of incorporation consequent to conversion was issued on January 04, 2022
by the Registrar of Companies, Bangalore. The Corporate Identification Number of our Company is
U72900KA2019PLC122003

SIGNIFICANT ACCOUNTING POLICIES
1. Accounting Convention

The financial statement are prepared under the historical cost convention on the “Accrual Concept” and Going
Concern assumption of accountancy in accordance with the accounting principles generally accepted in India and
comply with the accounting standards as prescribed by Companies (Accounting Standard) Rules, 2006 and with the
relevant provisions of the Companies Act, 2013 and rules made there under.

2. Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities on the date of the financial statement and the reported amount of revenues
and expenses during the reporting period. Difference between the actual results and estimates are recognized in the
period in witch results are known/materialized.

3. Property, Plant and Equitpment

Property, Plant and Equitpment are stated at cost less accumulated depreciation and impairment losses, if any. Cost
comprises of all expenses incurred to bring the assets to its present location and condition. Borrowing cost directly
attributable to the acquisition /construction are included in the cost of fixed assets. Adjustments arising from
exchange rate variations attributable to the fixed assets are capitalized.

In case of new projects / expansion of existing projects, expenditure incurred during construction / preoperative
period including interest and finance charge on specific / general purpose loans, prior to commencement of
commercial production are capitalized. The same are allocated to the respective t on completion of construction /
erection of the capital project / fixed assets.

Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the
future economic benefits from the existing asset beyond its previously assessed standard of performance.

Capital assets (including expenditure incurred during the construction period) under erection / installation are stated
in the Balance Sheet as “Capital Work in Progress.”

4. Impairment of Assets

At each balance sheet date, the Company reviews the carrying amount of its fixed assets to determine whether there
is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount
of the assets is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an
asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the
continuing use of the assets and from its disposal are discounted to their present value using a pre-tax discount rate
that reflects the current market assessments of time value of money and the risks specific to the assets.

F-8
5. Depreciation

All fixed assets, except capital work in progress, are depreciated on SLM Method. Depreciation is provided based on
useful life of the assets as prescribed in Schedule II to the Companies Act, 2013. Depreciation on additions to /
deletions from fixed assets made during the period is provided on pro-rata basis from / up to the date of such addition
/deletion as the case may be.

6. Investments

Investments are classified into current investments and non-current investments. Current investments i.e. investments
that are readily realizable and intended to be held for not more than a year valued at cost. Any permanent reduction
in the carrying amount or any reversals of such, reductions are charged or credited to the Statement of Profit & loss
Account.

Non-current investments are stated at cost. Provision for dimunintion in the value of these investments is made only
if such decline is other than temporary, in the opinion of the management.

7. Inventories

Inventories consist of Raw Material/Semi Finished Goods & Finished Goods are valued at Cost or Net Realizable
Value, whichever is lower.

8. Revenue Recognition

Revenue from the operations is recognized on generally accepted accounting principal and when it is earned and no
significant uncertainity exists as to its ultimate collection and includes taxes, wherever applicable.

The capital gain on sale of investments if any are recognized on completion of transaction. No notional profit/loss are
recognized on such investments.

Interst income is recognized on time proportion basis, when it is accured and due for payment.

9. Borrowing Cost

Borrowing cost that are attributable to the acquisition, construction or production of qualifying assets are capitalized
as part of the cost of such assets. A qualifying assets is one that necessarily takes a substantial period of time to get
ready for its intended use. All other borrowing costs are charged to revenue.

10. Employee Benefits

Short — term employee benefits are recognized as an expense at the undiscounted amount in the profit & loss account
of the year in which the related service is rendered.

Post employment and other long term employee benefits are recognized as an expense in the profit & loss account
for the year in which the liabilities are crystallized.

11. Taxes on Income

Income tax expenses for the year comprises of current tax and deferred tax. Current tax provision is determined on
the basis of taxable income computed as per the provisions of the Income Tax Act. Deferred tax is recognized for all
timing differences that are capable of reversal in one or more subsequent periods subject to conditions of prudence

and by applying tax rates that have been substantively enacted by the balance sheet date.

12. Foreign Currency Translation

F-9
a) Transaction denominated in foreign currencies are recorded at the exchange rate prevailing at the date of the
transaction.Monetary assets and liabilities denominated in foreign currencies at the year end are restated at
closing rate..

b) Any exchange difference on account of settlement of foreign currency transaction and restatement of

monetary assets and liabilities denominated in foreign currency is recognized in the statement of Profit &
loss Account.

13. Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources.

B. NOTES ON ACCOUNTS

1. The financial statements including financial information have been prepared after making such regroupings and
adjustments, considered appropriate to comply with the same. As result of these regroupings and adjustments,
the amount reported in the financial statements/information may not necessarily be same as those appearing in
the respective audited financial statements for the relevant years.

2. Segment Reporting
The Company at present is engaged in the IT Services & Printing Services which constitutes a two business
segment. In view of above, primary and secondary reporting disclosures for business/ geographical segment as
envisaged in AS —17, Printing Segmant is not reportable segment as the same does not fulfill the criteria for
separate disclosure.

3. Post Employment Benefits:
Company has not valued its obligation related to Employment Benefits as per AS-15 as on 15.01.2022

4. Provisions, Contingent Liabilities and Contingent Assets (AS 29)
Contingent liabilities and commitments (to the extent not provided for). There are no contingent liabilities as on
January 15, 2022, March 31, 2021, 2020 & 2019 except as mentioned in Annexure-H, for any of the years
covered by the statements.

5. Related Party Disclosure (AS 18)

Related party transactions are reported as per AS-18 of Companies (Accounting Standards) Rules, 2006, as
amended, in the Annexure — J of the enclosed financial statements.

F-10
6. Accounting For Deferred Taxes on Income (AS 22)

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars For The Period ended As at 31st March

on January 15, 2022 2021 2020
WDV as per Companies Act, 2013 (A) 74.25 38.47 13.78
WDV as per Income tax Act, 1961 (B) 76.08 39.90 14.86
Difference in WDV (A-B) (C) (1.83) (1.43) (1.08)
Deferred Tax (Asset)/ Liability '(D) (0.46) (0.36) (0.27)
Timing Difference arises due to Provision for (15.15) (35.35) .
Gratuity & Leave Encashment & Bonus (D)
Timing Difference arises due to Disallowance of . (0.54) (0.89)
Expenses
Total Timing Difference (15.15) (35.89) (0.89)
Deferred Tax (Asset)/ Liability '(F) (3.81) (9.03) (0.22)
Resated Closing Balance of Deferred Tax (Asset)/
Liability (4.27) (9.39) (0.50)
Deferred Tax (Assets)/ Liability as per Balance sheet (9.39) (0.50) .
of Previous Year
peferred Tax (Assets)/ Liability charged to Profit & 5.12 (8.90) (0.50)

 

7. MATERIAL ADJUSTMENT TO THE RESTATED FINANCIAL STATEMENT

1 Material Regrouping:

Appropriate adjustments have been made in the Restated Financial Statements of Assets and Liabilities,
Profit and Losses and Cash Flows, wherever required, by reclassification of the corresponding items of
income, expenses, assets and liabilities in order to bring them in line with the regroupings as per the audited
financial statements of the company and the requirements of SEBI Regulations.

2. Material Adjustments:

The Summary of results of restatement made in the Audited Financial Statements for the respective

period/years and its impact on the profit/ (loss) of

the Company is as follows:

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ero, For The Year Ended March
. Ended January
Particulars 15 31,

2022 2021 2020
(A) Net Profits as per audited financial statements (A) 73.63 91.62 21.83
Add/(Less) : Adjustments on account of -
1) Prepaid exp of P.Y. Trf to Exps : (0.16) -
2)Prepaid Expenses of current Year * : 0.16
3) Provision for Outstanding Expenses being Prior Period 0.23
4) Provision for Outstanding Expenses Payable = (0.23) >
5) Difference on Account of Calculation in Deferred Tax (3.59) 3.59 0.01
6) Change in Provision for Current Tax (0.06) 0.09 0.60
Total Adjustments (B) (3.42) 3.30 0.77
Restated Profit/ (Loss) (A+B) 70.20 94.92 22.60

 

F-11

 

 
Reconciliation Statement between Restated Reserve & Surplus affecting Equity due to Adjustment
made in Restated Financial Statements:

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

Pee For The Year Ended
Particulars 15 March 31,

2021 2021 2020

Equity Share Capital & Reserves & Surplus as per Audited 192.07 118.45 26.83
financial Statement

Add/(Less) : Adjustments on account of change in Profit/Loss 0.64 4.07 0.77

Total Adjustments (B) 0.64 4.07 0.77

Equity Share Capital & Reserves & Surplus as per Restated 192.72 122.51 27.60
Financial Statement

 

 

8. Trade Payable Ageing Summary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15.01.2022
Outstanding for following periods from due date of payment
. / Invoice date
Pardcilars Less than 1 More than 3 otal
year 1-2 years 2-3 years years
(i) MSME 7.09 = = - 7.09
(ii) Others - - - - -
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues — Others - - - - -
31.03.2021
Outstanding for following periods from due date of payment
‘ / Invoice date
Particulars Less than 1 More than 3 Total
year 1-2 years 2-3 years years
(i) MSME 23.37 3.24 - - 26.61
(ii) Others - - - - -
(iii) __ Disputed dues - MSME : : - - :
(iv) Disputed dues — Others - = = = -
31.03.2020
Outstanding for following periods from due date of payment
. / Invoice date
Parniculars Less than 1 More than 3 Total
1-2 years 2-3 years
year years
(i) MSME 4.79 = “ - 4.79
(ii) Others = : = = =
(iii) __ Disputed dues - MSME - - - - -
(iv) Disputed dues — Others - - - - -

 

 

 

 

 

 

 

 

F-12

 
9.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade Receivable Ageing Summary
Outstanding for following periods from due date of payment Total
Particulars
Less than | 6 months More than 3
6 months - 1year 1-2 years 2-3 years years
31.10.2021
(i) Undisputed Trade
Receivable — considered good 100-28 - - - . 10098
(ii) Undisputed Trade
Receivable — considered doubtful - - - - - -
(iii) | Disputed Trade
Receivable — considered good . - - - - -
(iv) Disputed Trade
Receivable — considered doubtful - - - - - -
31.03.2021
(i) Undisputed Trade
Receivable — considered good 87208 0.09 - - . are
(ii) | Undisputed Trade . . . . . .
Receivable — considered doubtful
(iii) | Disputed Trade
Receivable — considered good - - - - - -
(iv) Disputed Trade . . . . . .
Receivable — considered doubtful
31.03.2020
(i) Undisputed Trade
Receivable — considered good aoe? - . - . SP
(ii) | Undisputed Trade
Receivable — considered doubtful - - - - - -
(iii) | Disputed Trade . . . . . .
Receivable — considered good
(iv) Disputed Trade . . . . . .
Receivable — considered doubtful
10. Restated Statement of Accounting Ratios:
S.No.
. January | March March
Particular 15,2021 | 31,2021 | 31, 2020 Reason for Movements
Current Ratio has improved over a period of time
(a) | Current Ratio 231 1.60 1.06 mainly because of increase in Advance Tax as
company is having inverted Tax credit structure
where services are subject to TDS @ 10%.
Debt Equity Ratio has decreased substantially
(b) Debt-Equity Ratio 0.02 0.11 1.33 over a period of time as the company is repaying
its debts over a period of time.
1. This ratio has increased to 10.94 in
January 2022 mainly due to borrowings and
Debt Service cost of depreciation.
. 10.87 5.15 112.49 2 5 7
© Coverage Ratio 2. This ratio has decreased from 112.49 in
March 2021 to 5.15 in March 2020 mainly
due to repayment of borrowings.

 

 

 

 

 

 

 

F-13

 
 

 

 

 

 

 

 

 

 

1. This ratio has decreased to 44.85% in
January 2022 mainly due to decrease in
Ravin OW EGU business volumes.

@ | patio gy 44.54% | 126.47% | 163.76% | 2. This ratio has decreased from 163.76% in
March 2020 to 126.47% in March 2021
mainly due to mainly due to decrease in
business volumes.

Movement not Ascertainable

(e) ao, 0.63 0.00 0.00
The ratio has increased to some extent as

Gl Trade Receivables 5.24 11.53 22.95 considering market tend, company allowed

turnover ratio (in times more days of credit to its ciustomers as
compared over the period of time
Tale ables Gorey fe ea a
&) Tumoverratio Gn 0:08 9.20 0:00 to take benefit of price discount which results
times) ape z =
into reduction in ratio at minimal level.
The major decline in ratio was due to reduction
(h) Net capital turnover 2.29 621 35.21 in revenue from Operations as well as raising
ratio (in times) finance from banks, financial institutions and
directors.
Net Profit Ratio has been increased in F.Y.
ji Net profit ratio 19.41% 20.37% 4.65% | 2020-21 as compared to 2019-20 due to
reduction in Employee Benefit cost.
The major decline in ratio was due to reduction
@ Return on Capital 64.32% | 173.31% | 214.319 | it Tevenue from Operations as well as raising
employed finance from banks, financial institutions and
directors.
The major decline in ratio was due to reduction

(k) | Return on investment. | 24.96% | 44.62% | 27.58% | i revenue from operations as well as raising
finance from banks, financial institutions and
directors.

 

 

 

 

 

 

F-14

 
ANNEXURE - A.1 : Restated Statement of Share Capital

 

 

 

 

 

 

 

 

 

ae ‘As At 15th January ‘As at 3ist March
2022 2021 2020
[Equity Share Capital
[Authorised Share Capital
[80,000 Equity Shares of Rs. 10 Each 8.00) 8.00 8.00
Total 8.00 8.00 8.00
issued, Subscribed & Fully Paid Up Share Capital
50,000 Equity Shares of Rs. 10 Each 5.00 5.00 5.00
Total] 5.00 5.00 5.00

 

 

 

 

 

 

Notes :

A.L1_ Right, Preferences and Restrictions attached to Shares :

‘The Company has one class of equity shares having a par value of Rs. 10/- per share. Each Shareholder is eligible for on vote per share held.
In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion of their

 

 

 

 

 

 

AL2
ee ‘As At isth January ‘As at 31st March

2022 2021 2020
Equity Shares
[Shares outstanding at the beginning of the year 50,000 50,000 :
[Shares issued during the year = = 50,000
[Share outstanding at the end of the year 50,000 50,000 50,000

 

ANNEXURE - A.2 : Restated Statement of Reserves and Surplus
(Rs. In Lakhs)

; ‘As At (oth Janu ‘Asat 3ist March
aoa 2022 2021 2020

 

[Reserves & Surplus
iT. Securities Premium

[Balance as at the beginning of the
Addition during the year 2 = =
Issued for Bonus Issue =

 

 

 

 

 

 

[Balance as at the end of the year z z =

 

 

Balance in Statement of Profit & Loss
[Balance as at the beginning of the year Ti71 22.60 =
Add: Profit for the year 70.20 94.92 22.60
[Less: Prior Period Items

[Less : Bonus Shares Issued during the year : =
[Balance as at the end of the year 187.72 117.51 22.60
(Grand Total 187.72 117.51 22.60
[Note : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses and
cash flows appearing in Annexure D,A,B,C.

 

 

 

 

 

 

 

 

 

 

ANNEXURE - A.3 :Restated Statement of Long Term Provision

 

 

 

 

 

 

 

As At 15th January As at 31st March
Particulars
2022 2021 2020
Provision for Gratuity 8.88 8.88 =
Leave Encashment Payable 531 = =
Total 14.19 8.88 =

 

 

 

Note A.3.1: There were no re-schedulement or default in the repayment of loans taken by the Company.
[Note A.3.2 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses,
jand cash flows appearing in Annexure D,A,B,C.

 

 

ANNEXURE — A.4 : Restated Statement of Short Term Borrowings
(Rs. In Lakhs)

 

 

 

 

 

 

 

 

pone ‘As At isth January As at 31st March
2022, 2021 2020
‘Secured:
HDEC Bank Overdraft Limit 3.87| -| =|
Unsecured:
Loan from Director = 13.16 36.64
Total 3.87 13.16 36.64

 

 

 

[Note A.4.1 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses

 

 
ANNEXURE - A.10 : Restated Statement of Long Term Loans & Advances
(Rs. In Lakhs)

2022 2021 2020
Deposits 5.08 5.06, 5.03
(Grand Total 5.08 5.06 5.03

Note A.10.1 = The above statements should be read with the significant accounting policies and notes to restated summary, profits and
losses and cash flows appearing in Annexure D,A,B,C.

 

 

 

 

ANNEXURE - A.11 : Restated Statement of Inventories

 

 

 

 

(Rs. In Lakhs)
Eero ‘As At isth January As at 31st March
2022, 2021, 2020
[Closing Stock Raw Material/Semi Finished Goods 3.11 3.11 =
Closing Stock of Finished Goods
Grand Total 3a Bal =

 

Note A.11.1 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and
losses and cash flows appearing in Annexure D,A,B,C.

 

ANNEXURE — A.12 : Restated Statement of Trade Receivables
(Rs. In Lakhs)
As At Isth January. ‘As at 3ist March

2022 2021 2020

 

Particulars

 

 

[Outstanding for a period exceeding six months (Unsecured and
[considered Good)

[From Directors/Promoters/Promoter Group/Associates/ Relatives of
Directors/ Group Companies. : :
[Others 5 0.09 5

 

 

 

 

[Outstanding for a period not exceeding 6 months (Unsecured and
[considered Good)

[From Directors/Promoters/Promoter Group/Associates/ Relatives of
Directors/ Group Companies.

[Others 100.98 37.05 B67

 

 

 

 

[Grand Total 100.98 37.14 43.67
Note A.12.1 = The above statements should be read with the significant accounting policies and notes to restated summary, profits and
losses and cash flows appearing in Annexure D,A,B,C.

 

 

ANNEXURE - A.13 : Restated Statement of Cash and Bank Balances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs. In Lakhs)

Rae ‘As At isth January ‘AS at 3ist March
2022 2021 2020

[Cash & Cash Equivalents
[Cash in hand 0.08 0.02 0.08
[Balances with Banks:
In Current Accounts 33.95 80.81 54,77
in Deposit Accounts 45.00 45.00 =
[Grand Total 79.08 125.83, 54.80

 

Note A.13.1 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and
losses and cash flows appearing in Annexure D,A,B,C.

ANNEXURE — A.14 : Restated Statement of Short Term Loans and Advances
(Rs. In Lakhs)
‘As At Isth January ‘As at 3ist March

2022 2021 2020

 

Particulars

 

 

‘Advances recoverable in cash or kind for the value to be considered
good.

[Deposits

Advance Payment to Suppliers

Staff Advance LO 2.00 0.05

 

 

 

 

 

 

 

 

 

Grand Total 1.01 2.00 0.05)

Note A.14.1 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and
losses and cash flows appearing in Annexure D.A,BC.

 

ANNEXURE — A.15 : Restated Statement of Other Current Assets
(Rs. In Lakhs)

 

 

 

 

 

 

ae ‘As At isth January As at 31st March

2022, 2021, 2020
interest Accrued on Fixed Deposit 1.62 = =
Balances With Revenue Authorities 30.70 36.49 44.87
Prepaid Expenses & Vendor Advances LOT 4.04 1.18
Grand Total 33.33 40.53 46.05

 

 

 

 

 

Note A.15.1 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and
losses and cash flows appearing in Annexure D,A,B,C.

 

 

F-17
ANNEXURE - A.5 : Restated Statement of Trade Payables

(Rs. In Lakhs)

[As Atisth January |
nae [__AsAtisth January | ‘As at 3ist March

 

 

 

 

 

 

 

2022 2021 2020

[Trade Payables due to

- Micro and Small Enterprises = = =

- Others

- Promotor/Promotor Group = = =

- Others 7.09 26.61 479
Total] 7.09 26.61 4.79

 

Note A.5.1 : The above statements should be read with the significant
jand cash flows appearing in Annexure D,A,B,C.

‘accounting policies and notes to restated summary,

Profits and losses

 

ANNEXURE - A.6 : Restated Statement of Other Current Liabil

 

(Rs. In Lakhs)

 

 

 

 

 

 

 

  

 

 

 

 

 

Earn As At Isth January As at 31st March
2022, 2021, 2020

[Statutory Payables 21.34 9.80 22.94
Salary Payable 2.76 29.22 57.96
Provision for Exp. 1.24 1.68 3.76
(Other Payables 416 2.89) 3.01
Provision for Compensated Absense 8.92 6.27 2

Grand Total 58.42 49.84 87.67

 

jand cash flows appearing in Annexure D,A,B,C.

ANNEXURE - A.7 : Restated Statement of Short Term Provisions

[Note A.6.1 : The above statements should be read with the significant accounting policies and notes to restated summary

 

Profits and losses

 

(Rs. In Lakhs)

 

 

 

 

 

 

 

Pe As At 1sth Januai As at 31st March
2022, 2021 2020
Provsion for Income Tax 24.78 40.53 7.18
Provision for Gratuity 0.01 0.01 =
(Grand Total 24.78 40.53 7.18

 

 

Note A.7.1 : The above statements should be read with the significant
jand cash flows appearing in Annexure D,A,B,C.

‘accounting policies and notes to restated summary, profits and losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEXURE ~ A.9: Restated Statement of Deferred Tax Assetsi( es) (Net)
(Rs. In Lakhs)
Particulars ‘As At isth January ‘As at 31st March
2022 2021 2020
Deferred Tax Liability
Related to Fixed Assets :
[Loss Carried forward : :
Total (a) 5
[Deferred Tax Assets
Related to Fixed Assets 0.46 0:36 027
Related to Disallowance of Expenditures 381 9:03 0.22
Total (by 427 9.39 050
[Net deferred tax asset/(iability){(b)-(a)} 427 9.39 0.50

 

 

 

jand cash flows appearing in Annexure D,A,B,C.

Note A.9.1 : The above statements should be read with the significant accounting policies and notes to restated summar

 

profits and losses

 

F-16
(Rs. In Lakhs)
ANNEXURE — B.1: Restated Statement of Revenue from Operations

 

 

 

 

 

 

i For The Period Ended ‘As at 3ist March
Particulars

on January 15, 2022 2021 2020
[Revenue from operations
Export = = z
[Domestic 361.66 465.89) 485.78 |
[Revenue from operations 361.66| 465.89) 485.78)

 

 

 

Note B.1.1 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses,
and cash flows appearing in Annexure D,A,B,C.

 

ANNEXURE - B.2 : Restated Statement of Other Income
(Rs. In Lakhs)

 

 

 

 

 

 

 

pone For The Period Ended ‘As at 31st March

on January 15, 2022 2021, 2020
FDR Interest Income 1.62 = =
[Other Incomes 391 2.78 z
Grand Total 5.52 2.78 =

 

Note B.2.1 : The above statements should be read with the significant accounting policies and notes to restated summ
jand cash flows appearing in Annexure D,A,B,C.

profits and losses:

 

 

ANNEXURE - B.3 : Restated Statement of Cost of Material Consumed
(Rs. In Lakhs)

 

 

 

 

 

 

 

i ‘For The Period Ended ‘As at 3ist March
Particulars

on January 15, 2022 2021 2020
[Opening Stock of Raw Material/Semi Finished Goods 3.1 = -
[Add: Purchases During the Period 0.98 Bal =
Less: Closing Stock of Raw Material/Semi Finished Goods 311 3.1 :
[Grand Total 0.98 = =

 

 

 

 

 

[Note B.3.1 : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses
jand cash flows appearing in Annexure D,A,B,C.

 

ANNEXURE - B.4 : Restated Statement of Employee Benefit Expense

 

 

 

 

 

 

 

(Rs. In Lakhs)
Eon For The Period Ended ‘As at 3ist March
on January 15, 2022 2021 2020

Salary Expenses 198.94 282.96 396.66
(Gratuity Expenses = 8.89 =
[Contribution to Statutory Funds 10.05, 12.59) 16.26
Staff Welfare Exp 214 0.70 3.32
[Director Remuneration 8.16 7.80 -
[Grand Total 219.28 312.94 416.24

 

 

 

 

 

Note B.4.1 : The above statements should be read with the significant accounting policies and notes to restated summ
jand cash flows appearing in Annexure D,A,B,C.

profits and losses

 

 

 

F-18
ANNEXURE - B.5 : Restated Statement of Finance costs

 

 

 

 

 

 

 

(Rs. In Lakhs)
ae ‘For The Period Ended ‘As at Sist March

on January 15, 2022 2021 2020
interest on Statutory Dues : 0.29 0.03
interest on Borrowings 059 2.64 0.26
[Grand Total 0.59 2.93 0.29

 

 

Note B.5.1 : The above statements should be read with the significant
jand cash flows appearing in Annexure D,A,B,C.

accounting policies and notes to restated summary,

profits and losses

 

 

 

 

 

 

 

ANNEXURE —B.6 : Restated Statement of Depreciation & Amortization

(Rs. In Lakhs)

5 For The Period Ended ‘As at 3ist March
Particulars
on January 15, 2022 2021 2020

[Depreciation 5.92 5.81 3.05
Amortization of Preliminary Expenses
[Grand Total 5.92 5.81 3.05

 

 

Note B.6.1 : The above statements should be read with the significant
jand cash flows appearing in Annexure D,A,B,C.

 

ANNEXURE - B.7 : Restated Statement of Other Expenses

accounting policies and notes to restated summary,

profits and losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs, In Lakhs)
ae ‘For The Period Ended ‘As at Sist March
on January 15, 2022 2021 2020

Audit Fees 1.80 1.50 1.50
Advertisment & Promotions 0.25 = 091
[Bank Charges 0.01 0.02 O11
[Commission Expenses 0.40 = 0.40
[Legal & Professional Expenses 6.61 421 441
[Dues & Subscription 0.33 0.25 0.20
Electricity Expenses 0.44 0.29 0.82
interest, Late Fees & Penalties : = 0.14
insurance Expenses 0:30 0.16 0.20
Office Expenses 176 0.19 2.40
Postage & Delivery 0.02 0.07 0.03
Printing & Stationary 1.17 1.04 1.49
[Recruitment Expenses 0.20 1.00 2.08
[Repair & Maintenance Expenses 116 113 0.66
[Rent Expense 8.16 8.40 10.25)
[IPO Expenses 3.58 = =
Rates & Taxes 3.69 = =
[Team Building Expenses 5.69 = =
Security Services 0.13 = 1.57
[Training Expenses 2.13 0.25 7.11
[Telephone & Internet Expenses 0.28 0.37 140
[Travelling & Conveyance Expenses 13 055 1.29
[Transportation Expenses 0.37 0.44 =
[Grand Total 39.62 19.84 36.92

 

Note B.7.1 : The above statements should be read with the significant
land cash flows appearing in Annexure

   

 

accounting policies and notes to restated summary,

 

 

profits and losses,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEXURE - B.8 : Restated Statement of Deferred Tax (Assets)/Liabilities

(Rs. In Lakhs)
Particalare For The Period ended on ‘As at Sist March

January 15, 2022 2021 2020

WDV as per Companies Act, 2013 (A) 74.25 38.47 13.78
|WDV as per Income tax Act, 1961 (B) 76.08] 39,90] 14.86}
Difference in WDV (A-B) (C) @.83) (43) (4.08)
[Deferred Tax (Asset)/ Liability (D) (0.46) (036) (0.27)
[Timing Difference arises due to Provision for Gratuity & Leave = _
Encashment & Bonus (D) 5) Gas -
[Timing Difference arises due to Disallowance of Expenses : Os) (0.89)
[Total Timing Difference (5.15) (5.89) (0.89)
Deferred Tax (Asset)/ Liability (F) Gai) (@.03) (0.22)
[Resated Closing Balance of Deferred Tax (Asset)/ Liability (4.27) (2.39) (0.50)
Deferred Tax (Assets)/ Liability as per Balance sheet of Previous Year (9.39) (050) =
[Deferred Tax (Assets)/ Liability charged to Profit & Loss 52 G90) (50)

 

 

 

F-19

Note B.8.1 : The above statements should be read with the significant accounting policies and notes to restated summary, statement of
assets and liabilities, profits and losses and cash flows appearing in Annexure D,A,B,C.
ANNEXURE - A.8

 

Restated Statement of Property, Plant and Equipment

As At 15.01.2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Gross Block ‘Accumulated Depreciation Net Block
malaiice svat Balance as at | 5 vance as at | DePreciation | petetign. | Balance asat | prance as at | Balance as at
Particulars Additions | Deletion/Sale | 15th January charge for the 15th January 15th January
Olst Apr 2021 3022 > | Ost Apr 2021 [Oma Sale/Loss 2022 | 08st Apr 2021) "3959
/A. Property Plant & Equipment
Tangible
Land - 36.00 - 36.00 - - - - - 36.00
Building 9.08 - - 9.08 5.27 2.28 - 7.54 3.81 1.53
Furniture & Fixtures 3.39 - - 3.39 0.50 0.25 - 0.76 2.88 2.63
Office Equipments 5.65 3.75 - 9.40 1.57 1.09 - 2.66 4.08 6.74
Vehicles 1757 - - 17.57 1.48 1.65 - 3.13 16.09 14.44
Plant & Machinery 1.65, 177 - 13.42 0.04 0.65 - 0.69 11.61 12.73
intangible
Softwares : 0.18 : 0.18 e 0.00 0.00 - 0.18
Grand Total 47.33 4171 = 89.04 8.86 5.92 = 14.79 38.47 74.25
As At 31.03.2021
Gross Block ‘Accumulated Depreciation ‘Net Block
bce ue db Balance as at | 5b ace as at | Depreciation |p) iecigg | Balance asat | 5 ce as at | Balance as at
[Particulars Additions | Deletion/Sale | 31 March charge for the ~ | 31 March 31 March
Olst Apr 2020 zo21 | 01st Apr 2020 een iad Sale/Loss ao21 [OlstApr 2020) “ot
/A. Property Plant & Equipment
Building 9.08 - - 9.08 2.24 3.08 5.27 6.84 3.81
Furniture & Fixtures 3.10 0.29 - 3.39 0.19 0.31 0.50 291 2.88
Office Equipments 4.66 0.99 - 5.65 0.62 0.95 1.57 4.04 4.08
Vehicles - 17.57 - 17.57 2 1.48 1.48 - 16.09
Plant & Machinery - 11.65 - 11.65 - 0.04 0.04 - 11.61
Grand Total 16.83 30.50 = 47.33 3.05 5.81 = 8.86 13.78 38.47
As At 31.03.2020
Gross Block ‘Accumulated Depreciation ‘Net Block
Balance as at Balance as at | Balance as at | PePresation | etetion- | BARE SA | Balance as at | Balance as at
[Particulars Additions | Deletion/Sale | 31 March charge for the ~ | 31March 31 March
Olst Apr 2019 2020 | 1st Apr 2019 een iad Sale/Loss 2020. [Ost APF 2019) “955
/A. Property Plant & Equipment
Building 9.08 9.08 - 2.24 - 2.24 - 6.84
Furniture & Fixtures 3.10 3.10 - 0.19 - 0.19 - 291
Office Equipments 4.66 4.66 - 0.62 - 0.62 - 4.04
Grand Total = 16.83, = 16.83 = 3.05 = 3.05 = 13.78

 

 

 

 

 

 

 

 

 

 

 

F-20
|A.1.3 Details of Shareholding more than 5% of the aggregate shares in the company

 

 

 

 

 

15-Jan-22 31-Mar-21 31-Mar-20
IN: f Sharehold
Slo Acari (Nos % of Holding Nos % of Holding (Nos % of Holding
Manisha Sharma 49,994} 99.99% 50,000 100.00% 50,000 100.00%
Total 49,994 99.99% 50,000 100.00% 50,000 100.00%

 

 

 

|A,B,C,D.

 

 

|A.1.4 Shareholding of Promotors

[Note : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses and cash flows appearing in Annexure

 

Name of Shareholder

15-Jan-22

31-Mar-21

31-Mar-20

 

Nos

% of Holding

Nos % of Holding

 

Manisha Sharma

 

 

49,994 99.99%

 

50,000

100%

 

50,000 100%

 

 

 

 

[Note : The above statements should be read with the significant accounting policies and notes to restated summary, profits and losses and cash flows appearing in Annexure

 

F-21
 

Sanctioned Amount

Rate of Interest

 

/Re-Payment Schedule

15.01.2022

 

HDFC Bank Limited

 

Business Loan

 

Hypothecation of Fixed Deposit

 

F-22

 

 

Renewable at the renewal of Fixed
Deposit
ANNEXURE — E: STATEMENT OF MATERIAL ADJUSTMENT TO THE RESTATED FINANCIAL STATEME

 

1 Material Regrouping

Appropriate adjustments have been made in the Restated Standalone Financial Statements of Assets and Liabilities, Profit and Losses and
Cash Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets and liabilities in order to bring
them in line with the regroupings as per the audited financial statements of the company and the requirements of SEBI Regulations.

2. Material Adjustments :

The Summary of results of restatement made in the Audited Financial Statements for the respective years and its impact on the profit/(loss)
of the Company is as follows:

 

 

 

 

 

 

 

 

 

 

 

For The Period
retain anes For The Year Ended March 31,
2022 2021 2020

(A) Net Profits as per audited financial statements (A) 73.63 91.62 21.83
|Add/(Less) : Adjustments on account of -
1) Prepaid exp of P.Y. Trf to Exps x (0.16) |
2)Prepaid Expenses of current Year Zl - 0.16)
3) Provision for Outstanding Expenses being Prior Period 0.23
[4) Provision for Outstanding Expenses Payable Zl (0.23) |
5) Difference on Account of Calculation in Deferred Tax (3.59) 3.59) 0.01
6) Change in Provision for Current Tax (0.06) 0.09 0.60
Total Adjustments (B) (3.42) 3.30 0.77
Restated Profit/ (Loss) (A+B) 70.20 94.92 22.60

 

 

 

 

 

 

3. Notes on Material Adjustments pertaining to prior years

(1) Preapid Expenses charged to Profit & Loss Account
Expenses related to Next year were transferred in Prepaid of Current Year

(2) Provision for Outstanding Expenses
Provision is made for expenses related to particular perios & their corresponding impact is given in next year.

(3) Difference on Account of Calculation in Deferred Tax
Deferred tax is calculated on the difference of WDV as per Companies Act & income tax Act in Resated financials but in Audited
financials the same has been calculated between difference of Depreciation

(4) Change in Provision for Current Tax
Since the Resated profit has been changed so that the Provision for current tax is also got changed

Reconciliation Statement between Restated Reserve & Surplus affecting Equity due to Adjustment made in Restated Financial Statements:

   

 

 

 

 

 

 

 

. For'The Period | yo. The Year Ended March 31,
Particulars Ended January 15
2021 2021 2020
Equity Share Capital & Reserves & Surplus as per Audited financial Statement 192.07 118.45 26.83
|Add/(Less) : Adjustments on account of change in Profit/Loss 0.65 4.07 0.77
Total Adjustments (B) 0.65 4.07 0.77
Equity Share Capital & Reserves & Surplus as per Restated Financial Statement 192:72 s00'51 2760

 

 

 

 

F-23
ANNEXURE - F : RESTATED STATEMENT OF TAX SHELTERS

 

 

 

Sr.No |Particulars ene ane As at 31st March
2022 2021 2020
A__ {Restated Profit before tax 100.79 127.14 29.28

 

Short Term Capital Gain at special rate - -

 

Normal Corporate Tax Rates (%) 25.17% 25.17% 25.17%

 

Short Term Capital Gain at special rate - -

 

MAT Tax Rates (%) 15.60% 15.60% 19.24%

 

B_ |Tax thereon (including surcharge
and education cess)

 

Tax on normal profits 25.37 32.00 7.37

 

Short Term Capital Gain at special rate

 

Total 25.37 32.00 7.37

 

Adjustments:

 

Cc Permanent Differences

 

Deduction allowed under Income Tax - = 2
Act

 

Exempt Income - - -

 

Allowance of Expenses under the - z =
Income Tax Act Section 35

 

Disallowance of Income under the - e .
Income Tax Act

 

Disallowance of Expenses under the - - -
Income Tax Act

 

Total Permanent Differences - - =

 

D___|Timing Differences

 

 

 

 

 

 

 

 

 

 

Difference between Depreciation as per 0.40 0.35 (1.64)

Income tax, 1961 and Companies Act

2013

Provision for Gratuity disallowed - 15.15 -

Expense disallowed u/s 43B - 20.74 0.89

Total Timing Differences 0.40 36.24 (0.75)
E__ [Net Adjustments E= (C+D) 0.40 36.24 (0.75)
F Tax expense/(saving) thereon 0.10 9.12 (0.19)
G__ {Total Income/(loss) (A+E) 101.19 163.39 28.53

Taxable Income/ (Loss) as per MAT 100.79 127.14 29.28
I Income Tax as per normal provision 25.47 41.12 7.18
J Income Tax under Minimum 15.72 19.83 5.63

Alternative Tax under Section 115
JB of the Income Tax Act
Net Tax Expenses (Higher of I,J) 25.47 41.12 7.18

 

K___|Relief u/s 90/91 :

 

 

 

Total Current Tax Expenses 25.47 41.12 7.18
L__ {Adjustment for Interest on income tax/ - -

others

Total Current Tax Expenses 25.47 41.12 7.18

 

 

 

 

 

 

(Note : The above statements should be read with the significant accounting policies and notes to restated
summary, profits and losses and cash flows appearing in Annexure D,A,B,C.

F-24
ANNEXURE - G : RESTATED STATEMENT OF CAPITALISATION

(Rs. In Lakhs)
Particulars Pre issue Post issue

 

Debts

Long Term Debt* -
Short Term Debt* 3.87
Total Debt 3.87
Equity Shareholders Funds
Equity Share Capital# 5.00
Reserves and Surplus 187.72
‘Total Equity 192.72
Long Term Debt/ Equity Ratio (A/D) -
‘Total Debt/ Equity Ratio (C/D) 0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

(Notes :

* The amounts are consider as outstanding as on 15.01.2022
** Post Issue Figures are not available since Issue Size is not yet final as on date

 

F-25
ANNEXURE - H: RESTATED STATEMENT OF CONTINGENT LIABILITIES
(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

: ‘As at 15th January As at 3ist March
Eartculars 2022 2021 2020
1. Bank Guarantee/ LC Discounting for which - - -
FDR margin money has been given to the bank as
Security
2. Capital Commitment 2 :
8. Income Tax Demand = - =
4. TDS Demands > = z
5. ESIC Demand 5 5 :
‘Total 5 = :
ANNEXURE -1: RESTATED STATEMENT OF ACCOUNTING RATIOS
ney ‘As at 15th January As at 31st March
2022 2021 2020
70.20 94.92 22.60
Restated PAT as per P& L Account (Rs. in Lakhs)
EBITDA 107.30 135.68 32.62
Actual No. of Equity Shares outstanding at the 50,000 50,000 50,000
end of the period
Weighted Average Number of Equity Shares at the 50,000 50,000 50,000
lend of the Period (Note -2)
Net Worth 192.72 122.51 27.60
(Current Assets 217.46 208.62 14457]
(Current Liabilities 94.17 130.14 136.28}
[Earnings Per Share
Basic EPS (Pre Bonus) 140.41 189.83 45.19
Eps (Post Bonus) 140.41 189.83 45.19
[Return on Net Worth (%) 36.43% 77 AB% 81.88%
Net Asset Value Per Share 385.43} 245.02 55.19
(Current Ratio 231 1.60 1.06
EBITDA 107.30 135.88 32.62
Nominal Value per Equity share(Rs.) 10) 10 10)

 

 

 

 

* The Company does not have any diluted potential Equity Shares. Consequently the basic and diluted profit/eamning
per share of the company remain the same.

Notes :
1) The ratios have been calculated as below:

a) Basic Earnings Per Share (Rs.) = Restated PAT attributable to Equity Shareholders/ Weighted Average
Number of Equity Shares outstanding during the year.

b) Diluted Earnings Per Share (Rs.) = Restated PAT attributable to Equity Shareholders/ Weighted Average
Number of Diluted Potential Equity Shares outstanding during the year.

c) Return on Net Worth (%) = Restated PAT attributable to Equity Shareholders/ Net Worth X 100

d) Restated Net Asset Value per equity share (Rs.) = Restated Net Worth as at the end of the year/ Total
Number of Equity Shares outstanding during the year.

2) Weighted Average Number of equity shares is the number of equity shares outstanding at the beginning of the
year adjusted by the number of equity shares issued during the year multiplied by the time weighting factor.

3) _ Earnings Per Share calculation are in accordance with Accounting Standard 20- Earnings Per Share, notified
under the Companies (Accounting Standards) Rules 2006, as amended.

4) Net Worth = Equity Share Capital + Reserve and Surplus (including surplus in the Statement of Profit & Loss)

5) The figures disclosed above are based on the Restated Financial Statements of the Company.

F-26
ANNEXURE - J(i) : RESTATED STATEMENT OF RELATED PARTY DISCLOSURES

As required under Accounting Standard 18 "Related Party Disclosures" as notified pursuant to

Company (Accounting Standard) Rules 2006, following are details of transactions during the year
with related parties of the company as defined in AS 18.

i. List of Related Parties and Nature of Relationship :

 

Particulars

Name of Related Parties

 

a) Key Management Personnel's

 

Manisha Sharma

 

 

Note 1: The above statements should be read with the significant accounting policies and notes to

restated summary, profits and losses and cash flows appearing in Annexure D,A,B,C.

 

 

ANNEXURE - J(ii) - Transactions carried out with related parties referred to in (1) above, in ordinary

course of business:

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

Name of Related Asal lot
Nature of Transactions Parties January As at March 31
2022 2021 2020
1. Directors Remuneration Manisha Sharma 8.16 7.80 -
Total
2. Interest on Unsecured Loan _| Manisha Sharma - 2.64 0.26
Manisha Sharma
Opening Balance 13.16 36.64 -
3. Loan Recived(Paid) during falnd eevee - 569 16268
the Year to Related Parties von Paid during the 13.16 29.17 126.04
Closing Balance - 13.16 36.64

 

 

 

 

 

 

Note : The above statements should be read with the significant accounting policies and notes to restated
summary, profits and losses and cash flows appearing in Annexure D,A,B,C.

 

 

ANNEXURE - J(iii) - Outstanding Balance as at the end of the year

 

 

 

 

(Rs. In Lakhs)
15.01..2022 31.03.2021 31.03.2020
1. Payables Manisha Sharma - 13.16 36.64
Total - 13.16 36.64

 

 

 

 

 

 

 

Note : The above statements should be read with the significant accounting policies and notes to restated
summary, profits and losses and cash flows appearing in Annexure D,A,B,C.

 

F-27

 
OTHER FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

; As at 31st March
Particulars As at January 15, 2022 2021 2020
Restated PAT as per P& L Account (Rs. in 70.20 94.92 22.60
Lakhs)

EBITDA 107.30 135.88 32.62
Actual No. of Equity Shares outstanding at 50,000 50,000 50,000
the end of the period

Weighted Average Number of Equity Shares at 50,000 50,000 50,000
the end of the Period (Note - 2)

Net Worth 192.72 122.51 27.60
Current Assets 217.46 208.62 144.57
Current Liabilities 94.17 130.14 136.28
Earnings Per Share

Basic EPS (Pre-Bonus) 140.41 189.83 45.19
Return on Net Worth (%) 36.43% 77.48% 81.88%
Net Asset Value Per Share 385.43 245.02 55.19
Current Ratio 2.31 1.60 1.06
EBITDA 107.30 135.88 32.62
Nominal Value per Equity share (Rs.) 10 10 10

 

 

 

 

* The Company does not have any diluted potential Equity Shares. Consequently, the basic and diluted profit/earning
per share of the company remain the same.

Notes:

1) The ratios have been calculated as below:
a) Basic Earnings Per Share (Rs.) = Restated PAT attributable to Equity Shareholders/ Weighted Average Number of
Equity Shares outstanding during the year.

b) Diluted Earnings Per Share (Rs.) = Restated PAT attributable to Equity Shareholders/ Weighted Average Number
of Diluted Potential Equity Shares outstanding during the year.

c) Return on Net Worth (%) = Restated PAT attributable to Equity Shareholders/ Net Worth X 100

d) Restated Net Asset Value per equity share (Rs.) = Restated Net Worth as at the end of the year/ Total Number of
Equity Shares outstanding during the year.

2) Weighted Average Number of equity shares is the number of equity shares outstanding at the beginning of the year
adjusted by the number of equity shares issued during the year multiplied by the time weighting factor. Further,
number of shares are after considering impact of the bonus shares.

3) Earnings Per Share calculation are in accordance with Accounting Standard 20- Earnings Per Share, notified under
the Companies (Accounting Standards) Rules 2006, as amended.

4) Net Worth = Equity Share Capital + Reserve and Surplus (including surplus in the Statement of Profit & Loss)

5) The figures disclosed above are based on the Restated Financial Statements of the Company.

138

 
CAPITALISATION STATEMENT

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No Particulars Pre issue* Post issue

Debts

A Long Term Debt - -

B Short Term Debt 3.87 3.87

Cc Total Debt 3.87 3.87
Equity Shareholders Funds
Equity Share Capital 5.00 140.00
Reserves and Surplus 187.72 261.22

D Total Equity 192.72 401.22
Long Term Debt/ Equity Ratio (A/D) - -
Total Debt/ Equity Ratio (C/D) 0.02 0.01

Notes:

 

 

* The amounts are considered as outstanding as on 15.01.2022

 

139

 
FINANCIAL INDEBTEDNESS

Our Company has availed borrowings in the ordinary course of our business. Set forth below is a brief summary of our
aggregate outstanding borrowings as on January 28, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(% In Lakhs)
Nature of Borrowing Amount
Secured Borrowings 7.81
Unsecured Borrowings 20.00
Total 27.81
Details of Secured Borrowings
(% In Lakhs)
Name of | Sanction Nature of the | Amount Amount outstanding | Interest Rate and
Lender Date Facility Sanctioned as on date of | Security
Prospectus
HDFC Bank | September Overdraft 40.50 7.81 Loan Details
Limited 15, 2021 Overdraft Facility on
Current Account
Security
Hypothecation of
Fixed Deposit
Mode of Repayment
Renewable at the
renewal of Fixed
Deposit
Rate of Interest
5.40%
Details of Unsecured Borrowings
(% In Lakhs)
Name of | Sanction Nature of the | Amount Amount outstanding | Interest Rate and
Lender Date Facility Sanctioned as on date of | Security
Prospectus
HDFC_ Bank | January 28, | Term Loan 20.00 20.00 Loan Details
Limited 2022 Business Loan
Security
NA
Mode of Repayment
The loan is repayable
in 36 EMIs_ of

%69,331/- starting from
March 06, 2022 ending
on February 06, 2025

Rate of Interest
15%

 

 

140
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis of our financial condition and results of operations for Fiscal Years 2021 and 2020
and for the period ending on January 15, 2022 is based on, and should be read in conjunction with, our Restated Financial
Statements, including the schedules, notes and significant accounting policies thereto, included in the chapter titled
“Restated Financial Statements” beginning on page 137 of this Prospectus. Our Restated Financial Statements have been
derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and the ICAI
Guidance Note. Our consolidated financial statements are prepared in accordance with Ind AS.

You should read the following discussion of our financial condition and results of operations together with our restated
financial statements included in this Prospectus. You should also read the section titled “Risk Factors” beginning on page
20 of this Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition
and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are
to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Ekennis Software
Service Limited, our Company. Unless otherwise indicated, financial information included herein are based on our
“Restated Financial Statements” for the period ended on January 15, 2022 and Financial Years 2021 and 2020 included
in this Prospectus beginning on page 137 of this Prospectus.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates,
expectations or prediction may be “Forward Looking Statements” within the meaning of applicable securities laws and
regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a
difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in
domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and
incidental factors.

BUSINESS OVERVIEW

Our company was originally incorporated as a One Person Company under the name “Ekennis Software Service (OPC)
Private Limited” under the provisions of the Companies Act, 2013 and Certificate of Incorporation was issued by the
Registrar of Companies, Central Registration Centre, Manesar on February 28, 2019. The status of the Company was
changed to public limited and the name of our Company was changed to “Ekennis Software Service Limited” vide Special
Resolution passed by the shareholders at the Annual General Meeting of our Company held on November 05, 2021. The
fresh certificate of incorporation consequent to conversion was issued on January 05, 2022 by the Registrar of Companies,
Bangalore. The Corporate Identification Number of our Company is U72900KA2019PLC122003.

Our Company is in the business of Software IT Solution and Consulting Services, IT Product / Software Development and
Software Training, Enterprise Resource Planning Solution, Learning Management Solution, 3D Printing, Digital Printing
and Packaging Design Management consultancy.

For further details, please refer chapter titled “Our Business” on page 89 of this Prospectus.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2021

In the opinion of the Board of Directors of our Company, since March 31, 2021, there have not arisen any circumstance
that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its

ability to pay its material liabilities within the next twelve months.

1. The Board of our Company has approved bonus issue of equity shares in the ratio 19:1 in the board meeting held on
January 04, 2022.

2. The Board of our Company has approved to raise funds through Initial Public Offering in the board meeting held on
January 04, 2022.

3. The Authorized Share Capital of the company was increased from 80,000 Equity Shares of %10/- each to 15,00,000
Equity Shares of 210/- each vide resolution passed in EGM dated January 05, 2022.

4. The members of our Company approved proposal of Board of Directors for bonus issue of equity shares in the ratio
19:1 in the EGM held on January 05, 2022.

141
5. The members of our Company approved proposal of Board of Directors to raise funds through initial public offering
in the EGM held on January 05, 2022.

6. Our Company, Ekennis Software Service (OPC) Private Limited was converted into Public Limited Company
consequent to change of name to Ekennis Software Service Limited and a Fresh Certificate of Incorporation
consequent upon conversion from Private Company to Public Company dated January 04, 2022 issued by Registrar
of Companies, Bangalore, being Corporate Identification Number U72900KA2019PLC122003.

7. The Board of our Company allotted bonus equity shares in the ratio 19:1 in the board meeting held on January 22,
2022.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subject to various risks and uncertainties, including those discussed in the section titled “Risk Factors” on
page 20 beginning of this Prospectus.

Our Company’s future results of operations could be affected potentially by the following factors:

>» Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch and
implement various projects;

> — Our failure to keep pace with rapid changes in technology;

> Our ability to meet our further capital expenditure requirements;

> — Fluctuations in operating costs;

» Inability to cater to the evolving consumer preferences, in India and abroad, in the information technology industry;
» — Failure to anticipate or successfully adopt and incorporate new technologies in our offerings;

» Failure to successfully upgrade our service portfolio, from time to time;

> Our current revenue for the period ended January 15, 2022 and for financial year ended March 31, 2020 and 2021 is

dependent on a single customer. The revenue constituted of 100% of our revenue from operations. The loss of any
significant client would have a material effect on our financial results.

SIGNIFICANT ACCOUNTING POLICIES
Accounting Convention

The financial statement are prepared under the historical cost convention on the “Accrual Concept” and Going Concern
assumption of accountancy in accordance with the accounting principles generally accepted in India and comply with the
accounting standards as prescribed by Companies (Accounting Standard) Rules, 2006 and with the relevant provisions of
the Companies Act, 2013 and rules made there under.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities on the date of the financial statement and the reported amount of revenues and expenses
during the reporting period. Difference between the actual results and estimates are recognized in the period in which results
are known/materialized.

Property, Plant and Equipment

Property, Plant and Equipment are stated at cost less accumulated depreciation and impairment losses, if any. Cost
comprises of all expenses incurred to bring the assets to its present location and condition. Borrowing cost directly
attributable to the acquisition /construction are included in the cost of fixed assets. Adjustments arising from exchange rate

variations attributable to the fixed assets are capitalized.

In case of new projects / expansion of existing projects, expenditure incurred during construction / preoperative period
including interest and finance charge on specific / general purpose loans, prior to commencement of commercial production

142
10.

are capitalized. The same are allocated to the respective t on completion of construction / erection of the capital project /
fixed assets.

Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future
economic benefits from the existing asset beyond its previously assessed standard of performance.

Capital assets (including expenditure incurred during the construction period) under erection / installation are stated in the
Balance Sheet as “Capital Work in Progress.”

Impairment of Assets

At each balance sheet date, the Company reviews the carrying amount of its fixed assets to determine whether there is any
indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the assets
is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling
price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the
assets and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market
assessments of time value of money and the risks specific to the assets.

Depreciation

All fixed assets, except capital work in progress, are depreciated on SLM Method. Depreciation is provided based on useful
life of the assets as prescribed in Schedule II to the Companies Act, 2013. Depreciation on additions to / deletions from
fixed assets made during the period is provided on pro-rata basis from / up to the date of such addition /deletion as the case
may be.

Investments

Investments are classified into current investments and non-current investments. Current investments i.e., investments that
are readily realizable and intended to be held for not more than a year valued at cost. Any permanent reduction in the

carrying amount or any reversals of such, reductions are charged or credited to the Statement of Profit & loss Account.

Non-current investments are stated at cost. Provision for diminution in the value of these investments is made only if such
decline is other than temporary, in the opinion of the management.

Inventories

Inventories consist of Raw Material/Semi Finished Goods & Finished Goods are valued at Cost or Net Realizable Value,
whichever is lower.

Revenue Recognition

Revenue from the operations is recognized on generally accepted accounting principal and when it is earned and no
significant uncertainty exists as to its ultimate collection and includes taxes, wherever applicable.

The capital gain on sale of investments if any are recognized on completion of transaction. No notional profit/loss are
recognized on such investments.

Interest income is recognized on time proportion basis, when it is accrued and due for payment.

Borrowing Cost

Borrowing cost that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part
of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its
intended use. All other borrowing costs are charged to revenue.

Employee Benefits

Short — term employee benefits are recognized as an expense at the undiscounted amount in the profit & loss account of the
year in which the related service is rendered.

Post-employment and other long term employee benefits are recognized as an expense in the profit & loss account for the
year in which the liabilities are crystallized.

143
11.

12.

13.

Taxes on Income

Income tax expenses for the year comprises of current tax and deferred tax. Current tax provision is determined on the basis
of taxable income computed as per the provisions of the Income Tax Act. Deferred tax is recognized for all timing
differences that are capable of reversal in one or more subsequent periods subject to conditions of prudence and by applying
tax rates that have been substantively enacted by the balance sheet date.

Foreign Currency Translation

a) Transaction denominated in foreign currencies are recorded at the exchange rate prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the year end are restated at closing rate.

b) Any exchange difference on account of settlement of foreign currency transaction and restatement of monetary assets
and liabilities denominated in foreign currency is recognized in the statement of Profit & loss Account.

Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as
a result of past events and it is probable that there will be an outflow of resources.

COMPONENTS OF INCOME AND EXPENDITURE

Total Revenue

Our total revenue is divided into revenue from operations and other income. Revenue from operations consists revenue
from Software IT Solution and Consulting Services, IT Product / Software Development and Software Training, Enterprise
Resource Planning Solution, Learning Management Solution.

Our other income consists of interest income on fixed deposits and other income.

Total Expenses

Our total expenses comprise of cost of materials consumed, employee benefits expenses, finance costs, depreciation and
amortization expenses, and other expenses.

Employee benefits expenses

Employee benefit expenses comprises of (i) salaries, wages and bonus, (ii) contribution to statutory funds,
remuneration and (iv) staff welfare expenses.

director’s

 

Finance costs
Finance cost includes interest on borrowings and interest on statutory dues.

Depreciation and Amortization Expenses

Depreciation and amortization expenses primarily include depreciation expenses on our tangible assets, in the nature of
office equipment, furniture & fixtures, building, vehicles and plant and machinery.

Other Expenses

Other expenses majorly comprise of audit fees, legal and professional fees, printing and stationary expenses, rent expenses,
repair and maintenance expenses, issue related expenses and team building expenses.

RESULTS OF OPERATIONS
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of

our Company for the period ended January 15, 2022 and financial years ended March 31, 2021 and 2020:
(@ in Lakhs)

144
 

For the For the For the

 

 

 

 

 

 

 

 

 

 

 

 

Particulars period ended r il ot Year ended , al oh Year ended ¢ tal oh
on January Revenue om March Revenue (om March Revenue
15, 2022 31, 2021 31, 2020

Revenue:

Revenue from Operations 361.66 98.50 465.89 99.41 485.78 100.00

Other income 5.52 1.50 2.78 0.59 2 =

Total revenue 367.18 100.00 468.67 100.00 485.78 100.00

Expenses:

Cost of Materials consumed 0.98 0.27 : - - -

Employees Benefit Expenses 219.28 59.72 312.94 66.77 416.24 85.68

Finance Costs 0.59 0.16 2.93 0.63 0.29 0.06

Depreciation and Amortization 5.92 1.61 5.81 1.24 3.05 0.63

Other expenses 39.62 10.79 19.84 4.23 36.92 7.60

Total Expenses 266.38 72.55 341.52 72.87 456.50 93.97

Profit before exceptional and | 100.79 27.45 127.14 27.13 29.28 6.03

extraordinary items and tax
Exceptional Items - - - - 7 -
Profit before extraordinary | 100.79 27.45 127.14 27.13 29.28 6.03
items and tax
Extraordinary Items = : - - = =

 

 

 

 

 

 

 

 

Profit before tax 100.79 27.45 127.14 27.13 29.28 6.03
Tax expense:

Current tax 25.47 6.94 41.12 8.77 7.18 1.48
Deferred Tax 5.12 1.39 (8.90) (1.90) (0.50) (0.10)
Profit/ (Loss) for the period | 70.20 19.12 94.92 20.25 22.60 4.65

 

 

 

 

 

 

 

 

from continuing operations

 

REVIEW OF OPERATIONS FOR THE PERIOD ENDED JANUARY 15, 2022
Income

Revenue from Operations

The total income from operations for the period ended on January 15, 2022 was 2361.66 Lakhs which is about 98.50% of
the total revenue.

Other Income

Other income for the period ended January 15, 2022 was %5.52 Lakhs which is 1.50% of the total revenue comprising of
interest income of 21.62 Lakhs and other income of 23.91 Lakhs.

Expenditure
Cost of Material Consumed

Our Cost of Material consumption for the period ended January 15, 2022 was 20.98 Lakhs which is about 0.27% of total
revenue comprising of purchase of raw material of 30.98 Lakhs for our 3D Printing Solution.

Employee Benefit Expenses

The Employee Benefit Expenses for the period ended on January 15, 2022 was 2219.28 Lakhs which is 59.72% of the total
revenue comprising of salary expense of %198.94 Lakhs, contribution to statutory funds of 710.05 Lakhs, staff welfare
expenses of 22.14 Lakhs and director’s remuneration of 38.16 Lakhs.

Finance Costs

Finance cost for the period ended January 15, 2022 is = 0.59 Lakhs which is about 0.16% of the total revenue comprising
of interest on statutory dues.

Depreciation and Amortization Expenses

145
Depreciation for the period ended on January 15, 2022 was 25.92 Lakhs which is 1.61% of the total revenue consisting
depreciation on building for 22.28 Lakhs, depreciation on furniture and fixtures for 0.25 Lakhs, depreciation on office
equipment for 21.09 Lakhs, depreciation on vehicles for 21.65 Lakhs and depreciation on plant & machinery for 70.65
Lakhs.

Other Expenses

Other Expenses for the period ended on January 15, 2022 was %39.62 Lakhs which is 10.79% of the total revenue majorly
comprising of audit fees of 71.80 Lakhs, legal and professional fees of 76.61 Lakhs, printing and stationary expenses of
21.17 Lakhs, rent expenses of %8.16 Lakhs, repair and maintenance expenses of %1.16 Lakhs, ipo related expenses of 33.58
Lakhs, team building expenses of 25.69 Lakhs, office expenses of 21.76 Lakhs, rates & taxes of 73.69 Lakhs, training
expenses of 22.13 Lakhs and travelling & conveyance of %1.13 Lakhs.

Profit before Tax
Profit before tax for the period ended on January 15, 2022 amounted to 7100.79 Lakhs which is 27.45% of total revenue.

Tax Expenses

Tax expenses for the period ended on January 15, 2022 amounted to 230.59 Lakhs which is 8.33% of total revenue. Total
tax comprises of current tax of 25.47 Lakhs and deferred tax of 75.12 Lakhs.

Profit after Tax

Profit after tax for the period ended on January 15, 2022 amounted to 270.20 Lakhs which is 19.12% of total revenue.
COMPARISON OF FINANCIAL YEAR ENDED 2021 TO FINANCIAL YEAR ENDED 2020

Income

Total Revenue: Our total revenue decreased by 3.52% to 7468.67 Lakhs for the FY 2021 from 2485.78 Lakhs for the FY
2020 due to the factors described below:

Revenue from Operations

Our revenue from operations was decreased by 4.09% to 7465.89 Lakhs for the FY 2021 from 2485.78 Lakhs for the FY
2020 due to decrease in revenue in the year FY 2021 by 219.89 Lakhs on account of covid-19.

Other Income

Other income increased by 0.57% to 22.78 Lakhs in FY 2021 from Nil in FY 2020 due to interest received on income tax
refund of 2.78 Lakhs.

Expenditure

Total Expenses: Our total expenses decreased by 25.19% to 341.52 Lakhs for the FY 2021 from 456.50 Lakhs for the
FY 2020 due to the factors described below:

Cost of Material Consumed
Our cost material consumed is Nil for the FY 2021.

Employee Benefit Expenses

The Employee Benefit Expenses decreased by 24.82% to 7312.94 Lakhs in FY 2021 from 2416.24 Lakhs in FY 2020. This
decrease was mainly due to decrease in salary expenses by 7113.70 Lakhs, increase in gratuity expenses by %8.89 Lakhs,
decrease in contribution to statutory funds by 23.67 Lakhs, decrease in staff welfare expenses by %2.62 Lakhs and increase
in director’s remuneration by %7.80 Lakhs.

Finance Costs

146
The Financial costs increased by 911.03% to 22.93 Lakhs in FY 2021 from 20.29 Lakhs in FY 2020. This increase was
mainly due to increase in interest on statutory dues by 20.26 Lakhs and increase in interest on short term borrowings by
22.38 Lakhs.

Depreciation and Amortization Expenses

The Depreciation and Amortization expenses increased by 90.30% to 25.81 Lakhs in FY 2021 from 23.05 Lakhs in FY
2020. The increase was mainly on account of increase in Fixed Assets of 730.50 Lakhs.

Other Expenses
The Other expenses decreased by 46.26% to 219.84 Lakhs in FY 2021 from 236.92 Lakhs in FY 2020 majorly due to
decrease in office expenses by 22.22 Lakhs, decrease in recruitment expenses by 21.03 Lakhs, decrease in rent expenses

by 21.85 Lakhs, decrease in security services expenses by %1.57 Lakhs, decrease in training expenses by 26.87 Lakhs and
decrease in telephone expenses by 21.04 Lakhs.

Profit before Tax

Our profit before tax increased by 334.24% to 127.14 Lakhs for the FY 2021 from 229.28 Lakhs for the FY 2020. The
increase was mainly due to the factors described above.

Tax Expenses

Our total tax expense also accordingly increased by 2165.74% to %32.23 Lakhs in FY 2021 from 26.68 Lakhs in the FY
2020 on account of increase in current tax by 233.94 Lakhs and increase in deferred tax assets by 78.40 Lakhs.

Profit after Tax

After accounting for taxes at applicable rates, our Profit after Tax increased by 320.07% to 94.92 Lakhs in FY 2021 from
222.60 Lakhs in FY 2020.

OTHER KEY RATIOS

The table below summarizes key ratios in our Restated Financial Statements for the period ended January 15, 2022 and for
the financial years ended March 31, 2021 and 2020:

 

 

 

 

 

 

Particulars For the period ended |__ For the Financial Year ended
January 15, 2022 2021 2020

Fixed Assets Turnover Ratio 4.87 12.11 35.25

Current Ratio 2.31 1.60 1.06

Debt-Equity Ratio 0.02 0.11 1.33

 

 

 

 

 

Fixed Asset Turnover Ratio: This is defined as revenue from operations divided by total fixed assets based on Restated
Financial Statements.

Current Ratio: This is defined as current assets divided by current liabilities, based on Restated Financial Statements.

Debt Equity Ratio: This is defined as total debt divided by total shareholder funds. Total debt is the sum of long-term
borrowings, short-term borrowings and current maturities of long-term debt, based on Restated Financial Statements.

 

 

 

 

 

 

 

CASH FLOWS
The table below is our cash flows for the period ended on January 15, 2022 and for the financial years 2021 and 2020:
(2 in Lakhs)
Particulars For the period ended on | For the financial year ended on
January 15, 2022 2021 2020

Net cash (used)/from operating activities 3.19 127.97 35.31
Net cash (used)/from investing activities (40.12) (30.53) (21.86)
Net cash (used)/from financing activities (9.87) (26.41) 41.35
Cash and Cash equivalents at the beginning of the year 125.83 54.80 -
Cash and Cash equivalents at the end of the year 79.03 125.83 54.80

 

 

 

 

 

 

147
Cash Flows from Operating Activities

For the period ended on January 15, 2022

Our net cash generated from operating activities was %3.19 Lakhs for the period ended January 15, 2022. Our operating
profit before working capital changes was 2111.00 Lakhs for the period ended January 15, 2022 which was primarily
adjusted against income tax of 741.22 Lakhs, increase in trade receivables by 63.84 Lakhs, decrease in loans and advances
by 20.99 Lakhs, decrease in trade payables of 319.52 Lakhs and increase in other current liabilities of 78.58 Lakhs and
decrease in other current assets of 77.21 Lakhs.

For the year ended on March 31, 2021

Our net cash generated from operating activities was 3127.97 Lakhs for the financial year ended March 31, 2021. Our
operating profit before working capital changes was 2144.77 Lakhs for the financial year ended March 31, 2021 which was
primarily adjusted agai income tax of 77.78 Lakhs, increase in inventories by 73.11 Lakhs, decrease in trade receivables
by 26.53 Lakhs, increase in loans and advances of 21.95 Lakhs, decrease in other current assets of 75.52 Lakhs, increase
in trade payables of 721.82 Lakhs and decrease in other current liabilities of 337.82 Lakhs.

 

For the year ended on March 31, 2020

Our net cash generated from operating activities was 735.31 Lakhs for the financial year ended March 31, 2020. Our
operating profit before working capital changes was 232.62 Lakhs for the financial year ended March 31, 2020 which was
primarily adjusted against increase in trade receivables by 743.67 Lakhs, increase in loans and advances of 20.05 Lakhs,

increase in other current assets of 46.05 Lakhs, increase in trade payables of 74.79 Lakhs and increase in other current
liabilities of 387.67 Lakhs.

Cash Flows from Investing Activities

For the period ended on January 15, 2022

Net cash flow used in investing activities for the period ended on January 15, 2022 was %40.12 Lakhs. This was primarily
on account of purchase of fixed assets of 41.71 Lakhs and interest income of 21.62 Lakhs.

For the year ended on March 31, 2021

Net cash flow used in investing activities for the period ended March 31, 2021 was 230.53 Lakhs. This was primarily on
account of purchase of fixed assets of 30.50 Lakhs and increase in other non-current assets of 70.03 Lakhs.

For the year ended on March 31, 2020

Net cash flow used in investing activities for the year ended March 31, 2020 was 221.86 Lakhs. This was primarily on
account of purchase of fixed assets of 16.83 Lakhs and increase in other non-current assets of 75.03 Lakhs.

Cash Flows from Financing Activities

For the period ended on January 15, 2022

Net cash flow used from financing activities for the period ended on January 15, 2022 was 29.87 Lakhs. This was primarily
on account of repayment of borrowings of %9.29 Lakhs and interest paid on borrowings of 20.59 Lakhs.

For the year ended March 31, 2021

Net cash flow used from financing activities for the year ended March 31, 2021 was 226.41 Lakhs. This was primarily on
account of repayment of borrowings of 223.48 Lakhs and interest paid on borrowings of 72.93 Lakhs.

For the year ended March 31, 2020

Net cash flow from financing activities for the year ended March 31, 2020 was 241.35 Lakhs. This was mainly on account
of increase in borrowings of %36.64 Lakhs, interest paid on borrowings of 20.29 Lakhs and money received from our
Promoter by way of subscription to Memorandum of Association of 5.00 Lakhs.

RELATED PARTY TRANSACTIONS

148
Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to
remuneration, salary, commission and Issue of Equity Shares. For further details of related parties kindly refer chapter titled
“Restated Financial Statements” beginning on page 137 of this Prospectus.

OFF-BALANCE SHEET ITEMS

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that
have been established for the purposes of facilitating off-balance sheet arrangements.

QUALIFICATIONS OF THE STATUTORY AUDITORS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN
THE RESTATED FINANCIAL STATEMENTS

There are no qualifications in the audit report that require adjustments in the Restated Financial Statements.
QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to
interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our
access to funds.

Effect of Inflation
In line with changing inflation rates, we may rework our margins so as to absorb the inflationary impact.
Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all,
we may have to make provisions for or write-off such amounts.

OTHER MATTERS
Unusual or infrequent events or transactions

Except as described in this Prospectus, during the period/ years under review there have been no transactions or events,
which in our best judgment, would be considered “unusual” or “infrequent”.

Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or
income from continuing operations

Other than as described in the section titled “Risk Factors” and chapter titled “Management's Discussion and Analysis of
Financial Conditions and Results of Operations”, beginning on page 20 and 140 of this Prospectus respectively to our
knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact
on revenues or income of our company from continuing operations.

Future relationship between Costs and Income
Other than as described in the section titled “Risk Factors” beginning on page 20 of this Prospectus, to our knowledge there
are no factors, which will affect the future relationship between costs and income or which are expected to have a material

adverse impact on our operations and finances.

The extent to which material increases in revenue or income from operations are due to increased volume,
introduction of new products or services or increased prices

Increases in revenues are by and large linked to increases in introduction of new projects and volume of business activity
carried out by the Company.

149
Any significant dependence on a single or few suppliers or customers.

Our current revenue for the period ended January 15, 2022 and for financial year ended March 31, 2021 and 2020 is majorly
dependent on a single customer. The revenue from the single customer constituted more than 95% of our revenue from
operations in the period ended January 15, 2022 and for financial year ended March 31, 2021 and 2020. The loss of such
significant client would have a material effect on our financial results.

Status of any publicly announced new products or business segments

Please refer to the chapter titled “Our Business” beginning on page 89 of this Prospectus for new products or business
segments.

The extent to which the business is seasonal
Our business is not seasonal in nature.
Competitive Conditions

We face competition from various domestic and other players in the market. Most of our competitors in the regional level
are from the unorganized sector of the industry. We intend to continue competing vigorously to capture more market share
and manage our growth in an optimal way. Some of our competitors have greater financial, marketing, sales and other
resources than we do. However, we expect that our commitment to quality, past record of timely execution and transparency
will provide us with an edge over our competitors. Further we believe that our competition also depends on several factors
which include changing business framework, competitive price, established relationship with suppliers, brand recognition
etc. We expect competition to intensify due to possible new entrants in the market, existing competitors further expanding
their operations and our entry into new markets where we may compete with well-established unorganized companies/
entities. This we believe may impact our financial condition and operations. For details, please refer to the section titled
“Risk Factors” beginning on page 20 of this Prospectus.

150
SECTION VIII - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory authorities;
(iii) claims relating to direct and indirect taxes; or (iv) Material Litigation (as defined below); involving our Company,
Directors, Promoter or Group Company. Our Board, in its meeting held on January 22, 2022, determined that all pending
litigation involving our Company, Holding, Subsidiary, Directors, Promoter and Group Company, other than criminal
proceedings and statutory or regulatory actions, disciplinary actions including penalty imposed by SEBI or stock
exchanges, claims related to direct and indirect taxes, would be considered ‘material’ if the monetary amount of claim by
or against the entity or person in any such pending proceeding is in excess of 10% of the revenue of our company as per
the Audited Financial Statements (“Material Litigations”).

As per the materiality policy adopted by the Board of our Company in its meeting held on January 22, 2022, the outstanding
dues to creditors in excess of 10% of the trade payables of our company as per the Audited Financial Statements will be
considered material. Details of outstanding dues to creditors (including micro and small enterprises as defined under the
Micro, Small and Medium Enterprises Development Act, 2006) as required under the SEBI ICDR Regulations have been
disclosed on our website at www.ekennis.com.

Our Company, Directors, Promoter are not Wilful Defaulters or Fraudulent Borrowers and there have been no violations
of securities laws in the past or pending against them.

OUTSTANDING TAXATION MATTERS INVOLVING OUR COMPANY, DIRECTORS, PROMOTER,
SUBSIDIARIES, GROUP COMPANIES

PART 1: LITIGATION RELATING TO OUR COMPANY

A. FILED AGAINST OUR COMPANY

Litigation involving Criminal Laws

NIL

Litigation Involving Actions by Statutory/Regulatory Authorities

The Company has been served with intimations under Sections 200A/ 206CB in case of default and PAN errors for Regular
Statements and under Sections 154 in case of defaults and PAN Errors for correction statements filed by the Company for
Q1, Q2, Q3 & Q4 of FY 2019-20 for Form 26Q and processed by ITD u/s 200A/206CB. Based on these defaults, demand
of Rs. 96870/- has been determined to be payable for F.Y. 2019-20.

The Company has been served with intimations under Sections 200A/ 206CB in case of default and PAN errors for Regular
Statements and under Sections 154 in case of defaults and PAN Errors for correction statements filed by the Company for
Q1, Q2, Q3 & Q4 of FY 2020-21 for Form 26Q and processed by ITD u/s 200A/206CB. Based on these defaults, demand
of Rs. 9710/- has been determined to be payable for F.Y. 2020-21.

Inspections had been conducted by Labour department, Circle 6, Karmika Bhawan, Bangalore, at the premises of the
principal employer M/s. Robert Bosch Engineering and Business Solutions India Pvt. Ltd. Vide ref. no. Circle 6/Location
110 dated December 08, 2021, wherein our Company provides contract work. As per the inspection report issued, our
Company had been directed to rectify the irregularities observed during the inspection. Accordingly in order to ascertain
the compliance status for the period from August 2021 to September 2021 the Company had submitted necessary registers
with the concerned authority, vide letter dated 17.12.2021. Further as per information given to us in this respect, no further
communication has been received from the concerned department, post submission of the reply.

Disciplinary Actions by Authorities

NIL

Litigation involving Tax Liability

Direct Tax — NIL

151
Indirect Tax — NIL

Other Pending Litigation based on Materiality Policy of our Company
NIL

B. CASES FILED BY OUR COMPANY

Litigation involving Criminal Laws

NIL

Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

Disciplinary Actions by Authorities

NIL

Litigation involving Tax Liability

NIL

Other Pending Litigation based on Materiality Policy of our Company
NIL

PART 2: LITIGATION RELATING TO OUR DIRECTORS AND PROMOTER OF THE COMPANY
A. LITIGATION AGAINST OUR DIRECTORS AND PROMOTER
Litigation involving Criminal Laws

NIL

Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

Disciplinary Actions by Authorities

NIL

Litigation involving Tax Liability

NIL

Other Pending Litigation based on Materiality Policy of our Company
NIL

B. LITIGATION FILED BY OUR DIRECTORS AND PROMOTER
Litigation involving Criminal Laws

NIL

Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

152
Disciplinary Actions by Authorities

NIL

Litigation involving Tax Liability

NIL

Other Pending Litigation based on Materiality Policy of our Company

NIL

PART 3: LITIGATION RELATING TO OUR SUBSIDIARIES

As on date of this Prospectus, our Company does not have a subsidiary.

PART 4: LITIGATION RELATING TO OUR GROUP COMPANIES

As on date of this Prospectus, our Company does not have a group company.

MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE

Except as disclosed in Chapter titled “Management's Discussion and Analysis of Financial Condition and Results of
Operations” on page 140 of this Prospectus, there have been no material developments that have occurred after the Last
Balance Sheet Date.

OUTSTANDING DUES TO CREDITORS

There are no disputes with such entities in relation to payments to be made to our Creditors. The details pertaining to
amounts due towards such creditors are available on the website of our Company.

Below are the details of the Creditors where outstanding amount as on January 15, 2022:

 

Particulars Amount (% in Lakhs)
Total Outstanding dues to Micro and Small & Medium Enterprises -
Total Outstanding dues to Creditors other than Micro and Small & Medium Enterprises | 7.09

 

 

 

 

 

 

153
GOVERNMENT AND OTHER STATUTORY APPROVALS

We have received the necessary consents, licenses, permissions and approvals from the Government and various
governmental agencies required for our present business (as applicable on date of this Prospectus) and except as mentioned
below, no further approvals are required for carrying on our present business.

In view of the approvals listed below, we can undertake this Issue and our current/proposed business activities and no
further major approvals from any governmental or regulatory authority or any other entity are required to be undertaken
in respect of the Issue or to continue our business activities. It must be distinctly understood that, in granting these
approvals, the Government of India does not take any responsibility for our financial soundness or for the correctness of
any of the statements made or opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as
of the date of this Prospectus.

The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company
to carry out its activities. The following are the details of licenses, permissions and approvals obtained by the Company
under various Central and State Laws for carrying out its business.

APPROVALS IN RELATION TO OUR COMPANY’S INCORPORATION

. Certificate of Incorporation dated February 28, 2019 from the Registrar of Companies, Central Registration Centre (issued
on behalf of Jurisdictional Registrar of Companies), under the Companies Act, 2013 as “EKENNIS SOFTWARE
SERVICE (OPC) PRIVATE LIMITED” (Corporate Identification No.: U72900KA20190PC122003);

. Fresh Certificate of Incorporation dated January 04, 2022 from the Registrar of Companies, Bangalore, Karnataka, under
the Companies Act, 2013 upon conversion of the Company from “EKENNIS SOFTWARE SERVICE (OPC) PRIVATE
LIMITED” to “EKENNIS SOFTWARE SERVICE LIMITED” vide shareholders resolution dated November 05, 2021
(Corporate Identification No.: U72900KA2019PLC122003);

APPROVALS IN RELATION TO THE ISSUE
Corporate Approvals

. Our Board of Directors has, pursuant to resolution passed at its meeting held on January 04, 2022 authorized the Issue,
subject to the approval by the shareholders of our Company under section 62(1) (c) of the Companies Act, 2013.

. Our shareholders have, pursuant to a resolution dated January 05, 2022 under Section 62(1) (c) of the Companies Act, 2013,
authorized the Issue.

. Our Board of Directors has, pursuant to a resolution dated January 30, 2022 and February 14, 2022 authorized our Company
to take necessary action for filing the Draft Prospectus and Prospectus respectively with BSE SME.

Approvals from Stock Exchange

Our Company has received in-principle listing approval from the BSE SME dated February 04, 2022 for listing of Equity
Shares issued pursuant to the issue.

Other Approvals

. The Company has entered into a tripartite agreement dated January 12, 2022 with the Central Depository Services (India)
Limited (CDSL) and the Registrar and Transfer Agent, who in this case is Skyline Financial Services Private Limited, for
the dematerialization of its shares.

. The Company has entered into an agreement dated January 12, 2022 with the National Securities Depository Limited
(NSDL) and the Registrar and Transfer Agent, who in this case is Skyline Financial Services Private Limited, for the
dematerialization of its shares.

APPROVALS/LICENSES/PERMISSIONS IN RELATION TO OUR BUSINESS

Tax Related Approvals

154
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Se ec Issuin; Date of | Date of

S.No | Description of Business / | Registration Number A e A

Premises uthority issue Expiry
Permanent NA AAFCE3993E Income Tax | 28.02.2019 | Valid till

1, Account Department Cancelled
Number (PAN)

Tax Deduction | NA BLRE09872C Income Tax | 28.02.2019 | Valid till

2. Account Department Cancelled
Number (TAN)

3 GST No. 49, 50, 51, | 29AAFCE3993E1ZD Goods and | 15.04.2019 Valid till
Registration Doddathoguru Services Tax Cancelled
Certificate Village, department

Electronic City,
Post, Begur,
Hobli, Bengaluru
(Bangalore)
Urban,
Karnataka-
560100

4, Certificate of | 3rd Floor, | 378809391 Government 07.12.2021 Valid — till
Registration Concord of Karnataka, Cancelled
issued under | Anthuriamns, Commercial
Karnataka Tax | Neeladri Road, Taxes
on Professions, | Electronic City, Department
Trades, Phase-1,

Callings and | Bangalore,
Employments Bengaluru
Act, 1976 Urban,
Karnataka-
560100
Other Approvals
Ss. a ees ot Registration Issuing Date of Date of
No Description Premises Number Authority issue/ Expir
pity
amendment
Concord AAFCE3993E Ministry Of | 21.05.2020 | Valid till
Anthuriams, Commerce Cancelled
Electronic and Industry,
City, Phase- Office of
1 Certificate of Importer- | 1, Joint Director
. Exporter Code (IEC) Bangalore, General of
Bengaluru Foreign
Urban, Trade
Karnataka-
560100
Concord PYBOM1673678000 | Employees 31.10.2020 | Valid — till
Anthuriams, Provident Cancelled
Electronic Fund (a
Registration under the oe PhHSe: me ai
2. Employees Provident | 7 ot ye os
fund (EPE)Kamataka Bangalore, the Minstry of
Bengaluru Labour and
Urban, Employment)
Karnataka-
560100
Concord 50000497020001001 | Employees 16.04.2018 | Valid till
. . Anthuriams, State Cancelled
3. Registration under State Electronie Theurande
. Insurance Act (ESIC) . .
City, Phase- Corporation,

 

155

 
 

Address of

Date of

 

 

 

 

 

 

. Description Premises ee anon ae oy issue/ rie or
amendment
Bangalore, Sub Regional
Bengaluru office,
Urban, Bangalore
Karnataka-
560100
Registration under the | 2nd Floor, | 18/192/CE/0192/201 | Senior 15.05.2017 31.12.2026
Karnataka Shops and | Concord 7 Labour iLe., the
Commercial Anthuriamns Inspector, original date
Establishments Act, |, Neeladri Department of
1961 Road, of Labour, | incorporatio
Electronic Government |n of M/s.
4, City, Phase- of Karnataka | Ekennis
1,
Bangalore,
Bengaluru
Urban,
Karnataka-
560100
Udyog Aadhar | 2nd Floor, | KRO3E0042829 MSME 10.09.2019 | Valid till
Memorandum (UAM) | Concord (Category: Service: | (Ministry of Cancelled
Number Anthuriamns | Small) Micro Small
»  Neeladri & Medium
Road, Enterprises)
Electronic
5. City, Phase-
1,
Bangalore,
Bengaluru
Urban,
Karnataka-
560100
Contract Labour | For Licence No. ALC-B- | Assistant 14.01.2019 | 21.09.2022
(Regulation & | providing IT | 4/CLA//C- Labour
Abolition) Act, 1970 Services in | 100024077/2018-19 | Commissione
the Registration No.: | r, Division-4,
establishmen | ALCB-4/CLA/ _P- | Bengaluru,
t at Robert | 101/ 2012-13 Department
Bosch of Labour,
Engineering
and Business
6 Solutions
- Pvt. Ltd. At
Cyber Park,
Sy No. 66,
67,
Doddatogur
Village,
Electronic
City,
Bangalore-
100
Start-up Registration - DIPP12877 Department 22.11.2019 | 10 years
for Promotion from the
of Industry date of
a and Internal incorporatio
Trade n /
registration

 

 

 

 

 

 

or in case the

 

156

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ss. a eee a Registration Issuing Date c Date of
Description Premises 5 issue/ =
No Number Authority Expiry
amendment
turnover in
any
financial
year exceeds
Rs. 100 Cr.
INTELLECTUAL PROPERTY
Trademarks registered/Objected/Abandoned in the name of our company:
S. Tredeer “ Naa ey
, | Brand Name/Logo Date of ; Current
N Class | and Owner oe Authority
Trademark ; Applicatio Status
o registration :
number
TL
; é Registered Application Regus Registere
1 % kennis | 9 Cereticate No. | Manisha Sharma 3718100 Trademarks |a
” Did. , Mumbai
03.01.2018
DOMAIN NAME
« ri G Registry
. Sponsoring Registrant Name, ID and | Creation .
Sod SD Oman ae and Registrar andID | Address Date rane
1 Myperfectpack.com Bluehost Bluehost Inc, 550 EJ June 12, | June 12,
(Fastdomain Inc), Timpanogos Pkwyorem, | 2020 2022
Utah, USA - 84097
Registrar IANA ID:
1154
2. Ekennis.com Bluehost Bluehost Inc, 550 EJ April 09, | April 09,
(Fastdomain Inc), Timpanogos = Pkwyorem, | 2017 2022
Utah, USA - 84097
Registrar IANA ID:
1154

 

 

157

 

 

 
OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE ISSUE

Our Board of Directors have vide resolution dated January 04, 2022 authorized the Issue, subject to the approval by the
shareholders of our Company under Section 62(1)(c) of the Companies Act, 2013.

The shareholders have authorized the Issue, by passing a Special Resolution at the Extra-Ordinary General Meeting held
on January 05, 2022 in accordance with the provisions of Section 62(1)(c) of the Companies Act, 2013.

The Company has obtained approval from BSE vide letter dated February 04, 2022 to use the name of BSE in this Offer
Document for listing of equity shares on the BSE SME. BSE is the designated stock exchange.

PROHIBITION BY SEBI OR OTHER GOVERNMENTAL AUTHORITIES

Further, our company, promoter, members of the promoter group, directors, are not debarred or prohibited from accessing
the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by the
Board or any securities market regulator in any other jurisdiction or any other authority/court as on the date of this
Prospectus.

The listing of any securities of our Company has never been refused at any time by any of the stock exchanges in India.

PROHIBITION BY RBI

Neither our Company nor any of our Promoter or Directors has been declared as wilful defaulter(s) or fraudulent borrower
by the RBI or any other governmental authority.

DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET

None of our Directors are associated with the securities market and there has been no outstanding action initiated by SEBI
against them in the five years preceding the date of this Prospectus.

COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018

Our Company, our Promoter and member of our Promoter Group is in compliance with the Companies (Significant
Beneficial Ownership) Rules, 2018 (“SBO Rules”), to the extent applicable, as on the date of this Prospectus.

ELIGIBILITY FOR THE ISSUE

Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations; and this Issue is an “Initial Public Offer” in
terms of the SEBI ICDR Regulations.

This Issue is being made in terms of Regulation 229(1) of Chapter IX of the SEBI ICDR Regulations, as amended from
time to time, whereby, an issuer whose post Issue face value capital does not exceed ten crores’ rupees, shall issue shares
to the public and propose to list the same on the Small and Medium Enterprise Exchange (in this case being the BSE SME).

As per Regulation 229(3) of the SEBI ICDR Regulations, our Company satisfies track record and/or other eligibility
conditions of BSE SME in accordance with the Restated Financial Statements, prepared in accordance with the Companies
Act and restated in accordance with the SEBI ICDR Regulations as below:

1. Our Company was incorporated on February 28, 2019, with the Registrar of Companies, Bangalore under the
Companies Act, 2013 in India.

2. The Post-Issue Paid-Up Capital of the Company shall not be more than rupees twenty-five crores. The Post-Issue
Capital of our Company is 2140.00 Lakhs.

3. As per the Restated Financial Statements disclosed in this Prospectus, the Net worth of our company (excluding
revaluation reserves) of the Company is 7192.72 Lakhs as at January 15, 2022, and hence is positive.

4. As per Restated Financial Statements, the net tangible assets are 7192.54 Lakhs as at January 15, 2022, hence more
than 2150.00 Lakhs as on the date of filing of this Prospectus. The Net Tangible Assets as on January 15, 2022 based
on the Restated Financials was calculated as the net worth minus intangible assets.

158
6.

Ti

Our Company has positive cash accruals (Earnings before depreciation and tax) in preceding two financial years. As
per Restated Financial Statements, the cash accruals accounted for January 15, 2022, March 31, 2021 and March 31,
2020 was 2106.72 Lakhs, 7132.95 Lakhs and 232.33 Lakhs respectively.

Our Company has not completed its operation for three years but have been funded by Banks or financial institutions.

Our company has website: www.ekennis.com.

Other Disclosures:

1;

2:

Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy
Code, 2016.

There is no winding up petition against the company, which has been accepted by the National Company Law Tribunal
(NCLT).

There has been no change in the Promoter(s) of the Company in the preceding one year from date of filing application
to BSE for listing on BSE SME.

Our company has facilitated trading in demat securities and has entered into an agreement with both the depositories.

No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the past
three years against the Company.

As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that:

1.

The Prospectus has been filed with BSE and our Company has made an application to BSE for listing of its Equity
Shares on the BSE SME. BSE is the Designated Stock Exchange.

Our Company has entered into an agreement dated January 12, 2022 with NSDL and agreement dated January 12,
2022 with CDSL for dematerialisation of its Equity Shares already issued and proposed to be issued.

The entire pre-Issue capital of our Company has fully paid-up Equity Shares and the Equity Shares proposed to be
issued pursuant to this IPO will be fully paid-up.

The entire Equity Shares held by the Promoter are in dematerialised form.
Since the entire fund requirement are to be funded from the proceeds of the Issue, there is no requirement to make

firm arrangements of finance under Regulation 230(1)(e) of the SEBI ICDR Regulations through verifiable means
towards at least 75% of the stated means of finance, excluding the amounts to be raised through the proposed Issue.

Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230 (2) of the SEBIICDR
Regulations, to the extent applicable.

Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 228 of the SEBI ICDR
Regulations, to the extent applicable. The details of our compliance with Regulation 228 of the SEBI ICDR Regulations
are as follows:

1.

3.

4.

Neither our Company nor our Promoter, members of our Promoter Group or our Directors is debarred from accessing
the capital markets by the SEBI.

None of our Promoter or Directors is Promoter or director of any other companies which are debarred from accessing
the capital markets by the SEBI.

Neither our Company nor our Promoter or Directors is a wilful defaulter or a fraudulent borrower.

None of our Promoter or Directors is a fugitive economic offender.

We further confirm that:

159
In accordance with Regulation 246 the SEBI ICDR Regulations, the lead manager shall ensure that the issuer shall file copy
of the Prospectus with SEBI along with relevant documents as required at the time of filing the Prospectus to SEBI.

In accordance with Regulation 260 of the SEBI ICDR Regulations, this issue has been one hundred percent (100%)
underwritten and that the Lead Manager to the Issue has underwritten at least 15% of the Total Issue Size. For further
details, pertaining to said underwriting please see “General Information” beginning on page 44 of this Prospectus.

In accordance with Regulation 268 of the SEBI ICDR Regulations, we shall ensure that the total number of proposed
allottees in the Issue is greater than or equal to fifty (50), otherwise, the entire application money will be unblocked
forthwith. If such money is not unblocked within four (4) days from the date our Company becomes liable to unblock it,
then our Company and every officer in default shall, on and from expiry of fourth day, be liable to unblock such application
money with interest as prescribed under the SEBI ICDR Regulations, the Companies Act 2013 and applicable laws.

COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI ICDR REGULATIONS

Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI ICDR Regulations. No
exemption from eligibility norms has been sought under Regulation 300 of the SEBI ICDR Regulations, with respect to the
Issue.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF PROSPECTUS TO SECURITIES AND
EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT
THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR,
WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS
MADE OR OPINIONS EXPRESSED IN THE PROSPECTUS. THE LEAD MERCHANT BANKER SHRENI
SHARES PRIVATE LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE PROSPECTUS
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN
INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY ARE PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS PROSPECTUS, THE LEAD MERCHANT BANKER ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKER,
SHRENI SHARES PRIVATE LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE
DATED FEBRUARY 14, 2022 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.

THE FILING OF THIS PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE
PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH
THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS PROSPECTUS.

Note: All legal requirements pertaining to the Issue has been complied with at the time of registration of this Prospectus
with the RoC in terms of section 26 and 30 of the Companies Act, 2013.

DISCLAIMER FROM OUR COMPANY AND THE LEAD MANAGER
Our Company and the Lead Manager accept no responsibility for statements made otherwise than in this Prospectus or in
the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any other

source of information, including our Company’s website, www.ekennis.com, or the website of any affiliate of our
Company, would be doing so at his or her own risk.

160
The Lead Manager accept no responsibility, save to the limited extent as provided in the Issue Agreement and the
Underwriting Agreement to be entered into between the Underwriter and our Company and Market Maker Agreement
entered into among Market Maker and our Company.

All information shall be made available by our Company and the Lead Manager to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever.

Our Company and the Lead Manager shall make all information available to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever including at
road show presentations, in research or sales reports or at collection centres etc.

The Lead Manager and its associates and affiliates may engage in transactions with and perform services for, our Company
and associates of our Company in the ordinary course of business and may in future engage in the provision of services for
which they may in future receive compensation. Shreni Shares Private Limited is not an associate of the Company and is
eligible to be appointed as the Lead Manager in this Issue, under SEBI MB Regulations.

Investors who apply in this Issue will be required to confirm and will be deemed to have represented to our Company and
the Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or
transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares. Our Company and the Lead Manager and their respective directors, officers, agents,
affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire Equity Shares.

Neither our Company nor Lead Manager is liable for any failure in (i) uploading the Applications due to faults in any
software/ hardware system or otherwise, or (ii) the blocking of the Application Amount in the ASBA Account on receipt
of instructions from the Sponsor Bank on the account of any errors, omissions or non-compliance by various parties
involved, or any other fault, malfunctioning, breakdown or otherwise, in the UPI Mechanism.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is being made in India to persons resident in India including Indian nationals resident in India (who are not
minors, except through their legal guardian), Hindu Undivided Families (HUFs), companies, corporate bodies and societies
registered under the applicable laws in India and authorized to invest in shares, Mutual Funds, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the
Societies Registration Act, 1860, as amended from time to time, or any other trust law and who are authorised under their
constitution to hold and invest in shares, permitted insurance companies and pension funds and to non-residents including
NRIs and FIIs. This Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares
offered hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such
jurisdiction. Any person into whose possession the Prospectus comes is required to inform himself or herself about, and to
observe, any such restrictions. Any dispute arising out of this issue will be subject to the jurisdiction of appropriate court(s)
in Mumbai only.

No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that
purpose. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and the
Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of the Prospectus nor any sale hereunder shall, under any circumstances, create any
implication that there has been any change in the affairs of our Company since the date hereof or that the information
contained herein is correct as of any time subsequent to this date.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any
economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S Securities Act and in compliance with applicable laws, legislations and Prospectus in
each jurisdiction, including India.

DISCLAIMER CLAUSE OF THE BSE

161
BSE Limited (“BSE”) has vide its letter dated February 04, 2022, given permission to “Ekennis Software Service Limited”
to use its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises Platform (“SME
platform”) the Company’s securities are proposed to be listed. BSE has scrutinized this offer document for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any
manner:

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

ii. warrant that this Company’s securities will be listed on completion of Initial Public Offering or will continue to be listed
on BSE; or

iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company.

iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered
by the Company and investors are informed to take the decision to invest in the equity shares of the Company only after
making their own independent enquiries, investigation and analysis. The price at which the equity shares are offered by the
Company is determined by the Company in consultation with the Merchant Banker (s) to the issue and the Exchange has
no role to play in the same and it should not for any reason be deemed or construed that the contents of this offer document
have been cleared or approved by BSE. Every person who desires to apply for or otherwise acquire any securities of this
Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason
whatsoever.

v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss of
profits incurred by any investor or any third party that may arise from any reliance on this offer document or for the
reliability, accuracy, completeness, truthfulness or timeliness thereof.

vii. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for complying
with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE/other regulatory
authority. Any use of the SME platform and the related services are subject to Indian laws and Courts exclusively situated
in Mumbai.

DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT

The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the “Securities
Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for
the account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities Act), except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares
will be offered and sold (i) in the United States only to “qualified institutional buyers”, as defined in Rule 144A of the
Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulations under the Securities
Act and in compliance with the applicable laws of the jurisdiction where those offers and sales occur.

Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in
compliance with Regulations under the Securities Act and the applicable laws of the jurisdictions where those offers
and sales occur.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction. Further, each applicant, wherever requires, agrees that such
applicant will not sell or transfer any Equity Share or create any economic interest therein, including any off-shore
derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other than
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in
compliance with applicable laws and legislations in each jurisdiction, including India.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Applicants may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

LISTING

162
Application have been made to BSE SME for obtaining permission for listing of the Equity Shares being offered and sold
in the issue on its BSE SME after the allotment in the Issue. BSE is the Designated Stock Exchange, with which the Basis
of Allotment will be finalized for the Issue.

Our company has obtained In-principle approval from BSE vide letter dated February 04, 2022 to use name of BSE in the
Prospectus for listing of equity shares on BSE SME.

If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the BSE SME, the Company
shall unblock, without interest, all moneys received from the applicants in pursuance of the Prospectus. If any such money
is not unblocked within four (4) days after the issuer becomes liable to unblock it then our Company and every director of
the company who is an officer in default shall, on and from the expiry of the fourth (4) day, be jointly and severally liable
to unblock that money with interest at the rate of fifteen per cent per annum (15% pa) as prescribed under Section 40 of the
Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the BSE SME mentioned above are taken within six (6) Working Days of the Issue Closing Date.

CONSENTS

Consents in writing of: (a) The Directors, Promoter, the Chief Financial Officer, Company Secretary & Compliance Officer
and the Statutory Auditors; and (b) the Lead Manager, Registrar to the Issue, the Legal Advisors to the Issue, Bankers to
the Issue, Bankers to the company, Market Maker and Underwriters to act in their respective capacities, have been obtained
and shall be filed along with a copy of the Prospectus with the RoC, as required under Section 26 of the Companies Act,
2013.

In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, M/s A Y & Company, Chartered
Accountants, have provided their written consent to the inclusion of their reports dated January 21, 2022 on Restated
Financial Statements and to the inclusion of their reports dated January 21, 2022 on Statement of Possible Tax Benefits,
which may be available to the Company and its shareholders, included in this Prospectus in the form and context in which
they appear therein and such consents and reports have not been withdrawn up to the time of filing of this Prospectus.
EXPERT OPINION

Except the report of the Peer Reviewed Auditor on statement of possible tax benefits and report on Restated Financial
Statements for the period ended January 15, 2022 and financial years ended March 31, 2021 and 2020 as included in this
Prospectus, our Company has not obtained any expert opinion.

Here, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

PREVIOUS PUBLIC OR RIGHTS ISSUES DURING THE LAST FIVE YEARS

We have not made any rights to the public and public issues in the past, and we are an “Unlisted Company” in terms of the
SEBI ICDR Regulations and this Issue is an “Initial Public Offer” in terms of the SEBI ICDR Regulations.

COMMISSION AND BROKERAGE PAID ON PREVIOUS ISSUES OF OUR EQUITY SHARES IN LAST FIVE
YEARS

Since this is an Initial Public Offer of the Company, no sum has been paid or has been payable as commission or brokerage
for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since inception of the

Company.

CAPITAL ISSUES DURING THE LAST THREE YEARS BY OUR COMPANY, LISTED GROUP COMPANIES,
SUBSIDIARIES & ASSOCIATES OF OUR COMPANY

Except as disclosed in Chapter titled “Capital Structure” on page 52 of Prospectus, our Company has not made any capital
issue during the previous three years.

We do not have any Group Company or Subsidiary or Associate as on date of this Prospectus.

PERFORMANCE VIS-A-VIS OBJECTS

163
Except as stated in the chapter titled “Capital Structure” beginning on page 52 of this Prospectus, we have not made any
previous rights and / or public issues during the last five (5) years and are an “Unlisted Issuer” in terms of SEBI ICDR
Regulations and this Issue is an “Initial Public Offer” in terms of the SEBI ICDR Regulations, the relevant data regarding
performance vis-a-vis objects is not available with the Company.

We do not have any Group Company or Subsidiary or Associate as on date of this Prospectus.

PRICE INFORMATION OF THE PAST ISSUES HANDLED BY THE LEAD MANAGER

 

 

 

 

 

 

 

 

 

 

 

Sr. | Issue name Issue | Issue Listing Openin | +/- % change | +/- % change | +/- % change
No. size price Date g price | in closing | in closing in closing
z @ on price, [+/-% | price, [+/-% | price, [+/-%
Cror Listing | change in change in | change in
es) Date Closing closing Closing
®@ benchmark] benchmark] benchmark]
30% calendar | 90" calendar | 180"
days from | days from | calendar days
listing listing from listing

1. Cospower 2.04 51.00 March 30, | 51.00 +32.06% +36.27% +9.80%
Engineering 2020 [+12.92%] [+22.51%] [+31.46%]
Limited

2 KSolves India | 4.02 100.00 | July 6, | 101.95 | +6.50% +126.00% +377.00%
Limited 2020 [+3.08%] [+6.07%] [+30.24%]

3 Bodhi Tree | 3.70 95.00 October 95.00 -12.63% -17.11% -15.79%
Multimedia 21, 2020 [+6.99%] [+19.63%] [+22.45%]
Limited

4. Shine Fashions | 1.60 40.00 November | 40.50 +0.50% +23.75% +82.50%
(India) Limited 2, 2020 [+12.32%] [+16.42%] [+22.70%]

Be Adjia 2.00 74.00 March 15, | 74.50 -45.81% -36.82% -61.49%
Technologies 2021 [-3.67%] [4.13%] [+15.70%]
Limited

6. Getalong 5.18 | 69.00 October 73.05 +2,90% +2.90% -

Enterprise 08, 2021 [+0.65%] [+0.91%]
Limited

te DMR 2.09 21.00 December | 25.00 +60.00% = =
Hydroengineer 07, 2021 [+0.80%]
ing &

Infrastructures
Limited

8. Alkosign 12.15 | 45.00 February 45.25 - - -
Limited 01, 2022

9. Quality RO - - -
Industries 270 | si00 | Febuary | 59 95

oe 09, 2022
Limited

 

 

 

 

 

 

 

 

 

 

Sources: All share price data is from www.bseindia.com and www.nseindia.com.
Note:

The BSE Sensex and CNX Nifty are considered as the Benchmark Index

Prices on BSE/NSE are considered for all of the above calculations

In case 30th/90th/180th day is not a trading day, closing price on BSE/NSE of the next trading day has been considered
In case 30th/90th/180th days, scrips are not traded then last trading price has been considered.

Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for
disclosing the price information.

Be GO: SO

Summary statement of price information of past issues handled by Shreni Shares Private Limited:

164
 

Fina | Total | Total | Nos. of IPOs| Nos. of IPOs| Nos. of IPOs|Nos. of IPOs
neial | no. of | funds | trading at discount | trading at premium | trading at discount | trading at premium
Year | IPOs | raised | on as on 30")on as on 30 | ason 180" calendar | as on 180" calendar

 

 

 

 

& calendar days from | calendar days from | days from listing | days from listing
Crore | listing date listing date date date
s) Ove | Betwe | Les | Ove | Betwe | Les | Ove | Betwe | Les | Ove | Betwe | Les
r en s r en s r en s r en s
50 25% -| tha | 50 25%- | tha | 50 25%- | tha | 50 25%- | tha
% 50% n % 50% n % 50% n % 50% n
25 25 25 25
% %. %. %.
2021- | ***4 | 22.12 | - - - 1 - i. - - - - - -
20225
2020- | **4 11.32 | - 1 1 - - 2 al. - 1 2 - -
2021
2019- | *1 2.04 - - - - 1 - - - - - - I
2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* The script of Cospower Engineering Limited was listed on March 30, 2020.

** The script of KSolves India Limited, Bodhi Tree Multimedia Limited, Shine Fashions (India) Limited and Adjia
Technologies Limited were listed on July 6, 2020, October 21, 2020, November 02, 2020 and March 15, 2021 respectively.

*«* The script of Getalong Enterprise Limited, DMR Hydroengineering & Infrastructures Limited, Alkosign Limited and
Quality RO Industries Limited were listed on October 08, 2021, December 07, 2021, February 01, 2022 and February 09,
2022 respectively.

$ The script of Getalong Enterprise Limited and DMR Hydroengineering & Infrastructures Limited have not completed
180 Days from the date of listing. The script of Alkosign Limited and Quality RO Industries Limited has not completed 30
& 180 Days from the date of listing.

Note: Authum Investment and Infrastructure Limited is Rights Issue lead managed by Shreni Shares Private Limited in the
Financial Year 2020-2021 and the same has not been included in the above-mentioned Summary Statement of Disclosure
as the disclosure is limited to IPOs only.

TRACK RECORD OF PAST ISSUES HANDLED BY LEAD MANAGER

For details regarding track record of the Lead Manager to the Offer as specified in the Circular reference no.
CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer the website of the Lead Manager at:
www.shreni.in.

STOCK MARKET DATA OF EQUITY SHARES

This being an initial public issue of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange and accordingly, no stock market data is available for the Equity Shares.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The Company has appointed Skyline Financial Services Private Limited as the Registrar to the Issue, to handle the investor
grievances in co-ordination with the Compliance Officer of the Company. All grievances relating to the present Issue may
be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as name, address of the
applicant, number of Equity Shares applied for, amount paid on application and name of bank and branch. The Company
would monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.

The Registrar to the Issue will handle investor’s grievances pertaining to the Issue. A fortnightly status report of the
complaints received and redressed by them would be forwarded to the Company. The Company would also be co-ordinating
with the Registrar to the Issue in attending to the grievances to the investor.

All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address of
the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB

165
where the Application Form was submitted by the ASBA Applicant. We estimate that the average time required by us or
the Registrar to the Issue or the SCSBs for the redressal of routine investor grievances will be seven business days from the
date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved,
we will seek to redress these complaints as expeditiously as possible.

The Company shall obtain authentication on the SCORES and comply with the SEBI circular (CIR/OIAE/1/2013) dated
April 17, 2013 in relation to redressal of investor grievances through SCORES.

Our Board by a resolution on January 22, 2022 has also constituted a Stakeholders’ Relationship Committee. The
composition of the Stakeholders’ Relationship Committee is as follows:

 

 

 

 

 

Name of the Directors Nature of Directorship Designation in Committee
Ms. Shilpi Sharma Non-Executive Independent Director Chairman

Ms. Urvashi Upadhyay Non-Executive Independent Director Member

Ms. Ruchita Joshi Non-Executive Non-Independent Director _| Member

 

 

 

 

For further details, please see the chapter titled “Our Management” beginning on page 119 of this Prospectus.

Our Company has also appointed Ms. Sonali, as the Compliance Officer for the Issue and he may be contacted at the
Registered Office of our Company.

Ms. Sonali

2™ Floor, Concord Anthuriams,

Neeladri Rd No 49,50,51, Dodathogur Vill,
Electronic City, Bangalore — 560 100
Karnataka, India

Tel No: 080 — 4114 5095

Email: info@ekennis.com

STATUS OF INVESTOR COMPLAINTS

We confirm that we have not received any investor compliant during the three years preceding the date of this Prospectus
and hence there are no pending investor complaints as on the date of this Prospectus.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

The Company has appointed Registrar to the Issue, to handle the investor grievances in co-ordination with our Company.
All grievances relating to the present Issue may be addressed to the Registrar with a copy to the Compliance Officer, giving
full details such as name, address of the Applicant, number of Equity Shares applied for, amount paid on application and
name of bank and branch. The Company would monitor the work of the Registrar to the Issue to ensure that the investor
grievances are settled expeditiously and satisfactorily. The Registrar to the Issue will handle investor’s grievances
pertaining to the Issue. A fortnightly status report of the complaints received and redressed by them would be forwarded to
the Company. The Company would also be coordinating with the Registrar to the Issue in attending to the grievances to the
investor.

All grievances relating to the ASBA process and UPI may be addressed to the SCSBs, giving full details such as name,
address of the Applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of
the SCSB where the Application Form was submitted by the ASBA Applicant. We estimate that the average time required
by us or the Registrar to the Issue or the SCSBs for the redressal of routine investor grievances will be seven (7) business
days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies
are involved, we will seek to redress these complaints as expeditiously as possible.

The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or
grievances of ASBA applicants or UPI Payment Mechanism Applicants. Our Company, the Lead Manager and the Registrar
to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs / Sponsor Bank including any
defaults in complying with its obligations under applicable SEBI ICDR Regulations.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI

166
Our company has not applied or received any exemption from complying with any provisions of securities laws
by SEBI.

167
SECTION IX —- ISSUE INFORMATION
TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, SEBI ICDR Regulations, SCRA, SCRR,
our Memorandum and Articles of Association, SEBI LODR Regulations, the terms of this Prospectus, the Application Form,
the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the
allotment advices and other documents/certificates that may be executed in respect of this Issue. The Equity Shares shall
also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and
listing and trading of securities issued from time to time by SEBI, the Government of India, the BSE SME, the RBI, ROC
and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may
be prescribed by the SEBI, the Government of India, the Stock Exchange, the RoC and/or any other authorities while
granting its approval for the Issue.

Please note that, in terms of Regulation 256 of the SEBI ICDR Regulations read with SEBI Circular No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the applicants have to compulsorily apply through the
ASBA Process and further in terms of SEBI through its circular no. SEBI/HO/CF D/DIL2/CIR/P/2018/138 dated November
1, 2018, and as modified though its circular SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, circular no. SEBI/HO/CF D/DIL2/CIR/P/2019/85 dated July 26,
2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 (together, the “UPI Circular”) in
relation to clarifications on streamlining the process of public issue of equity shares and convertibles it has proposed to
introduce an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in
timelines for listing in a phased manner. Currently, for application by RIIs through Designated Intermediaries, the existing
process of physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds is discontinued and
RIIs submitting their Application Forms through Designated Intermediaries (other than SCSBs) can only use the UPI
mechanism with existing timeline of T+6 days until March 31, 2020 (“UPI Phase II”). Further SEBI through its circular
no SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 has decided to continue with the Phase II of the UPI ASBA
till further notice.

Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized to collect the
Application forms. Investor may visit the official website of the concerned for any information on operationalization of this
facility of form collection by the Registrar to the Issue and Depository Participants as and when the same is made available.

RANKING OF EQUITY SHARES

The Equity Shares being issued shall be subject to the provisions of the Companies Act 2013, our Memorandum of
Associations and Articles of Association shall rank pari passu in all respects with the existing Equity Shares including in
respect of the rights to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment.
For further details, please see the section titled “Main Provisions of the Articles of Association” beginning on page 196 of
this Prospectus.

MODE OF PAYMENT OF DIVIDEND

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act,
the Memorandum and Articles of Association and provisions of the SEBI LODR Regulations and any other guidelines or
directions which may be issued by the Government in this regard. Dividends, if any, declared by our Company after the
date of Allotment will be payable to the Applicants who have been Allotted Equity Shares in the Issue, for the entire year,
in accordance with applicable laws. For further details, in relation to dividends, see “Dividend Policy” and “Main Provisions
of the Articles of Association” beginning on page 136 and 196, respectively of this Prospectus.

FACE VALUE AND ISSUE PRICE
The Equity Shares having a face value of 210/- each are being issued in terms of this Prospectus at the price of = 72/- per
Equity Share. The Issue Price is determined by our Company in consultation with the Lead Manager and is justified under

the chapter titled “Basis for Issue Price” beginning on page 67 of this Prospectus.

At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable
laws.

RIGHTS OF THE EQUITY SHAREHOLDERS

168
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders shall have
the following rights:

1. Right to receive dividends, if declared;

2. Right to receive Annual Reports and notices to members;

3. Right to attend general meetings and exercise voting rights, unless prohibited by law;

4. Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies
Act;

5. Right to receive offers for rights shares and be allotted bonus shares, if announced;

6. Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

7. Right of free transferability of the Equity Shares, subject to applicable laws including any RBI rules and regulations;
and

8. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
LODR Regulations, and our Memorandum of Association and Articles of Association.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation or splitting, see “Main Provisions of the Articles
of Association” beginning on page 196 of this Prospectus.

MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT

Trading of the Equity Shares will happen in the minimum contract size of 1,600 Equity Shares in terms of the SEBI circular
no. CIR/MRD/DSA/06/2012 dated February 21, 2012 and the same may be modified by BSE SME from time to time by
giving prior notice to investors at large. Allocation and allotment of Equity Shares through this Issue will be done in
multiples of 1,600 Equity Share subject to a minimum allotment of 1,600 Equity Shares to the successful Applicants.

Further, in accordance with SEBI ICDR Regulations the minimum application size in terms of number of specified
securities shall not be less than 21.00 Lakh per application.

JOINT HOLDERS

Where two or more persons are registered as the holders of the Equity Shares, they will be deemed to hold such Equity
Shares as joint tenants with benefits of survivorship.

The Equity Shares have not been and will not be registered under the U.S Securities Act or any other applicable law of the
United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S Securities Act and applicable state securities
laws. Accordingly, the Equity Shares are only being offered and sold (i) within the United States only to persons reasonably
believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S Securities Act and referred to in this
Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional
investor defined under applicable Indian regulations and referred to in this Prospectus as “QIBs”) in transactions exempt
from, or not subject to, the registration requirements of the U.S Securities Act, and (ii) outside the United States in offshore
transactions in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those
offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

NOMINATION FACILITY TO INVESTORS

In accordance with Section 72 (1) & 72 (2) of the Companies Act, 2013, the sole or first applicant, along with other joint
applicant, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant,
death of all the applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee,
entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 72 (3) of the
Companies Act, 2013, be entitled to the same advantages to which he or she would be entitled if he or she were the registered
holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in accordance
to Section 72 (4) of the Companies Act, 2013, any person to become entitled to Equity Share(s) in the event of his or her
death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A
buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the
prescribed form available on request at the Registered Office of our Company or to the Registrar and Transfer Agents of
our Company.

169
In accordance with Articles of Association of the Company, any Person who becomes a nominee by virtue of Section 72
of the Companies Act, 2013, shall upon the production of such evidence as may be required by the Board, elect either:

1. to register himself or herself as the holder of the Equity Shares; or
2. to make such transfer of the Equity Shares, as the deceased holder could have made

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may
thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the
requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to make a
separate nomination with our Company. Nominations registered with respective Depository Participant of the Applicant
would prevail. If the Applicant wants to change the nomination, they are requested to inform their respective Depository
Participant.

 

 

ISSUE PROGRAM
Issue Opens on February 21, 2022
Issue Closes on February 24, 2022

 

 

An indicative timetable in respect of the Issue is set out below:

 

Finalization of Basis of Allotment with the Designated Stock Exchange On or before March 02, 2022
Initiation of Refunds / unblocking of funds from ASBA Account* On or before March 03, 2022
Credit of Equity Shares to demat account of the Allottees On or before March 04, 2022
Commencement of trading of the Equity Shares on the Stock Exchanges | On or before March 07, 2022

 

 

 

 

 

 

 

*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of & 100
per day or 15% per annum of the Application Amount, whichever is higher from the date on which the request for
cancellation/ withdrawal/ deletion is placed in the Stock Exchange Applying platform until the date on which the amounts
are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI
Mechanism), the Applicant shall be compensated at a uniform rate % 100 per day or 15% per annum of the total cumulative
blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts
were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application Amount, the Applicant
shall be compensated at a uniform rate of = 100 per day or 15% per annum of the difference in amount, whichever is higher
from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of
non-allotted/ partially allotted Application, exceeding four Working Days from the Issue Closing Date, the Applicant shall
be compensated at a uniform rate of = 100 per day or 15% per annum of the Application Amount, whichever is higher for
the entire duration of delay exceeding four Working Days from the Issue Closing Date by the SCSB responsible for causing
such delay in unblocking. The post Issue LM shall be liable for compensating the Applicant at a uniform rate of = 100 per
day or 15% per annum of the Application Amount, whichever is higher from the date of receipt of the Investor grievance
until the date on which the blocked amounts are unblocked. For the avoidance of doubt, the provisions of the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be deemed to be incorporated in the deemed agreement of
the Company with the SCSBs to the extent applicable.

In terms of Regulation 265 of SEBI ICDR Regulations, the issue shall be open after at least three (3) working days from
the date of filing the Prospectus with the Registrar of Companies.

In terms of Regulation 266 (3) of SEBI ICDR Regulations, in case of force majeure, banking strike or similar circumstances,
our Company may, for reasons to be recorded in writing, extend the Issue Period disclosed in the Prospectus, for a minimum
period of three (3) working days, subject to the provisions of Regulation 266(1).

The above timetable is indicative and does not constitute any obligation on our Company or the Lead Manager.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the

commencement of trading of the Equity Shares on the Stock Exchange are taken within 6 Working Days of the Issue
Closing Date, the timetable may change due to various factors, such as extension of the Issue Period by our Company, or

170
any delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of
the Equity Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance
with the applicable laws. Each of the Promoter confirms that it shall extend such reasonable support and co-operation in
relation to its respective portion of the Offered Shares for completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges within Six Working Days from the Issue Closing
Date or such other period as may be prescribed by SEBI.

Applications and any revision to the same shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST) during the Issue
Period (except for the Issue Closing Date). On the Issue Closing Date, the Applications and any revision to the same shall
be accepted between 10.00 a.m. and 3.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case
of Applications by Retail Individual Investors after taking into account the total number of applications received up to the
closure of timings and reported by the Lead Manager to the Stock Exchanges. It is clarified that Applications not uploaded
on the electronic system would be rejected. Applications will be accepted only on Working Days, i.e., Monday to Friday
(excluding any public holiday).

Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to
submit their applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Issue
Closing Date. All times mentioned in this Prospectus are Indian Standard Times. Applicants are cautioned that in the event
a large number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some
Applications may not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be
considered for allocation under the Issue. Applications will be accepted only on Business Days. Neither our Company nor
the Lead Manager is liable for any failure in uploading the Applications due to faults in any software/hardware system or
otherwise.

It is clarified that applications not uploaded on the electronic bidding system or in respect of which the full
application Amount is not blocked by SCSBs or under the UPI Mechanism, as the case may be, would be rejected.

In case of force majeure, banking strike or similar circumstances, the issuer may, for reasons to be recorded in writing,
extend the (Issue) period disclosed in the Prospectus, for a minimum period of three (3) working days, subject to the Issue
Period not exceeding ten (10) working days.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not allowed to withdraw or lower
the size of their applications (in terms of the quantity of the Equity Shares or the Applications Amount) at any stage. Retail
Individual Investors can revise or withdraw their Applications prior to the Issue Closing Date. Except Allocation to Retail
Individual Investors, Allocation in the Issue will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-a-vis the data contained in the physical or the electronic
Application Form, for a particular Applicant, the details as per the file received from the Stock Exchange may be taken as
the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-a-vis the
data contained in the physical or electronic Application Form, for a particular ASBA Applicant, the Registrar to the Issue
shall ask the relevant SCSB or the member of the Syndicate for rectified data.

MINIMUM SUBSCRIPTION

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten per Regulation 260(1) of
SEBI ICDR Regulations.

As per Section 39 of the Companies Act, 2013, if the “stated minimum amount” has not been subscribed and the sum
payable on application is not received within a period of 30 days from the date of Prospectus, the application money has to
be returned within such period as may be prescribed. If our Company does not receive the 100% subscription of the Issue
through the Offer Document including devolvement of Underwriters, our Company shall forthwith refund the entire
subscription amount received within 15 days from the closure of the issue, if there is a delay beyond such time, our Company
and every officer in default will, on and from the expiry of this period, be jointly and severally liable to repay the money,
with interest as prescribed under the SEBI ICDR Regulations, the Companies Act, 2013 and applicable laws.

The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number of prospective
allottees is less than fifty (50), no allotment will be made pursuant to this Issue and the monies blocked by the SCSBs shall
be unblocked within four (4) working days of closure of issue.

In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Issue shall be hundred percent underwritten.
Thus, the underwriting obligations shall be for the entire hundred percent of the Issue through this Prospectus and shall not

171
be restricted to the minimum subscription level. Further, in accordance with Regulation 267 (2) of the SEBI ICDR
Regulations, our Company shall ensure that the minimum application size shall not be less than % 1,00,000 (Rupees One
Lakh) per application.

The Equity Shares have not been and will not registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, expect in compliance
with the application law of such jurisdiction.

ARRANGEMENTS FOR DISPOSAL OF ODD LOTS

The trading of the Equity Shares will happen in the minimum contract size of 1600 shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a
shareholder in one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the
BSE SME.

RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES

The lock-in of the pre- issue capital of our Company as provided in “Capital Structure” beginning on page 52 of this
Prospectus and except as provided in our Articles of Association there are no restrictions on transfer of Equity Shares.
Further, there are no restrictions on the transmission of shares/debentures and on their consolidation/splitting, except as
provided in the Articles of Association. For details, see “Main Provisions of the Articles of Association” beginning on page
196 of this Prospectus.

NEW FINANCIAL INSTRUMENTS

As on the date of this Prospectus, there are no outstanding warrants, new financial instruments or any rights, which would
entitle the shareholders of our Company, including our Promoter, to acquire or receive any Equity Shares after the Issue.

MIGRATION TO MAIN BOARD

In accordance with the BSE Circular dated March 10, 2014, our Company will have to be mandatorily listed and traded on
the BSE SME for a minimum period of two years from the date of listing and only after that it can migrate to the Main
Board of the BSE as per the guidelines specified by SEBI and as per the procedures laid down under Chapter IX of the
SEBI ICDR Regulations.

As per the provisions of the Chapter IX of the SEBI ICDR Regulations, our Company may migrate to the main board of
BSE from the BSE SME on a later date subject to the following:

1. Ifthe paid-up capital of the Company is likely to increase above 225 crores by virtue of any further offer of capital by
way of rights, preferential offer, bonus offer etc. (which has been approved by a special resolution through postal
ballot wherein the votes cast by the shareholders other than the promoter in favour of the proposal amount to at least
two times the number of votes cast by shareholders other than promoter shareholders against the proposal and for
which the Company has obtained in-principal approval from the main board), we shall have to apply to BSE for listing
our shares on its Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid
down by the Main Board.

2. — If the paid-up capital of the Company is more than 210 crores but below 225 crores, we may still apply for migration
to the main board if the same has been approved by a special resolution through postal ballot wherein the votes cast
by the shareholders other than the promoter shareholders in favour of the proposal amount to at least two times the
number of votes cast by shareholders other than promoter shareholders against the proposal.

MARKET MAKING
The shares issued through this Issue are proposed to be listed on the BSE SME with compulsory market making through
the registered Market Maker of the SME Exchange for a minimum period of three years or such other time as may be

prescribed by the Stock Exchange, from the date of listing on BSE SME. For further details of the market making
arrangement please refer the chapter titled “General Information” beginning on page 44 of this Prospectus.

172
ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229 (1) of the Chapter IX of SEBI ICDR Regulations, as amended from
time to time, whereby, our post Issue face value capital does not exceed ten crore rupees. The Company shall issue specified
securities to the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in
this case being the BSE SME). For further details regarding the salient features and terms of such this Issue, please see the
chapters titled “Terms of the Issue” and “Issue Procedure” beginning on page 168 and 175 respectively, of this Prospectus.

ISSUE STRUCTURE

Initial Public Issue of 4,00,000 Equity Shares for cash at a price of 72/- per Equity Share (including a Share Premium of
%62/- per Equity Share), aggregating up to 7288.00 Lakhs by our Company.

The Issue comprises a reservation of 22,400 Equity Shares of face value of 210/- each for subscription by the designated
Market Maker (“the Market Maker Reservation Portion”) and Net Issue to Public of up to 3,77,600 Equity Shares of face
value of 210/- each (“the Net Issue”). The Issue and the Net Issue will constitute 28.57% and 26.97%, respectively of the
post issue paid-up equity share capital of the Company. The Issue is being made through the Fixed Price Process.

 

Particulars

Net Issue to Public

Market Maker Reservation Portion

 

Number of Equity Shares
available for allocation

3,77,600 Equity Shares

22,400 Equity Shares

 

Percentage of Issue Size
available for Allocation

94.40 % of the Issue Size

5.60 % of the Issue Size

 

Basis of Allotment

Proportionate subject to minimum allotment
of 1,600 Equity Shares and further allotment
in multiples of 1,600 Equity Shares each “)

For further details please refer section
explaining the Basis of Allotment in the GID

Firm Allotment

 

Mode of Application

All the applicants shall make the application

(Online or Physical) through the ASBA

Process only (including UPI mechanism for Retail Individual Investors using Syndicate

ASBA)

 

Mode of Allotment

Compulsorily in dematerialised form

 

Minimum Application Size

For Other than Retail Individual Investors:
Such number of Equity Shares in multiples of
1,600 Equity Shares such that the Application
Value exceeds % 2,00,000.

For Retail Individuals Investors:

1,600 Equity Shares

22,400 Equity Shares

 

Maximum Application Size

For Other than Retail Individual Investors:

Such number of Equity Shares in multiples of
1,600 Equity Shares such that the Application
Size does not exceed %2,00,000 Equity
Shares, subject to applicable limits to the
Applicant.

For Retail Individuals Investors:
Such number of Equity Shares in multiples of

1,600 Equity Shares such that the application
value does not exceed %2,00,000

22,400 Equity Shares

 

Trading Lot

1,600 Equity Shares

1,600 Equity Shares. However, the
Market Maker may buy odd lots if any
in the market as required under the
SEBI ICDR Regulations

 

Who can Apply @

 

 

For Other than Retail Individual Investors:

Market Maker

 

 

173

 
 

Particulars Net Issue to Public Market Maker Reservation Portion
Resident Indian individuals, Eligible NRIs,
HUFs (in the name of the Karta), companies,
corporate bodies, scientific institutions
societies and trusts

 

For Retail Individuals Investors:

Resident Indian individuals, HUFs (in the
name of the Karta) and Eligible NRIs

 

 

 

 

 

 

Terms of Payment) The entire Application Amount will be payable at the time of submission of the
Application Form
Application Lot Size 1,600 Equity Share and in multiples of 1,600 Equity Shares thereafter

 

Since present Issue is a fixed price issue, the allocation in the net issue to the public category in terms of Regulation
253(2) of the SEBI ICDR Regulations, shall be made as follows:

(a) Minimum fifty per cent to retail individual investors; and
(b) Remaining to:
i) individual applicants other than retail individual investors; and

ii) other investors including corporate bodies or institutions, irrespective of the number of specified securities
applied for;

Provided that the unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the
applicants in the other category.

Explanation - For the purpose of sub-regulation (2), if the retail individual investor category is entitled to more than fifty
per cent of the issue size on a proportionate basis, the retail individual investors shall be allocated that higher percentage.”

© In case of joint Applications, the Application Form should contain only the name of the first Applicant whose name
should also appear as the first holder of the beneficiary account held in joint names. The signature of only such first
Applicant would be required in the Application Form and such first Applicant would be deemed to have signed on behalf
of the joint holders.

© In case of ASBA Applicants, the SCSB shall be authorised to block such funds in the bank account of the ASBA Applicant
(including Retail Individual Investors applying through UPI mechanism) that are specified in the Application Form. SCSBs
applying in the Issue must apply through an ASBA Account maintained with any other SCSB.

This Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations. For further details, please refer chapter
titled “Issue Procedure” beginning on page 175 of this Prospectus.

174
ISSUE PROCEDURE

All Applicants should read the General Information Document for Investing in Public Issue (“GID”) prepared and issued
in accordance with the SEBI circular no SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 which is issued in
supersession of the Circular SEBI Circular CIR/CFD/DIL/12/2013 dated October 23, 2013 & UPI Circular which highlights
the key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the
Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The General Information Document is available
on the website of Stock Exchange(s), the Company and the Lead Manager. Please refer to the relevant provisions of the
General Information Document which are applicable to the Issue.

Additionally, all Applicants may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Issue; (ii) maximum and minimum Application size; (iii) price discovery and
allocation; (iv) payment Instructions for ASBA Applicants; (v) issuance of Confirmation of Allocation Note (“CAN”) and
Allotment in the Issue; (vi) price discovery and allocation; (vii) General Instructions (limited to instructions for completing
the Application Form); (viii) designated date; (ix) disposal of applications; (x) submission of Application Form; (xi) other
instructions (limited to joint applications in cases of individual, multiple applications and instances when an application
would be rejected on technical grounds); (xii) applicable provisions of Companies Act, 2013 relating to punishment for
fictitious applications; (xiii) mode of making refunds; and (xiv) interest in case of delay in Allotment or refund.

 

SEBI vide the UPI Circulars, has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”)
and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI mechanisms for RIIs
applying through Designated Intermediaries have been made effective along with the existing process and existing timeline
of T+6 days (“UPI Phase I”). The same was applicable until June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read
with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Applications by RIIs
through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such
Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such
Applications with existing timeline of T+6 days will continue for a period of three months or launch of five main board
public issues, whichever is later (“UPI Phase II’), Further pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 extended the timeline for implementation of UPI Phase II till further notice. However, given the
prevailing uncertainty due to the COVID-19 pandemic, SEBI vide its circular no. The final reduced timeline of T+3 days
be made effective using the UPI Mechanism for applications by RIIs (“UPI Phase III”), as may be prescribed by SEBI.
The Issue will be undertaken pursuant to the processes and procedures under UPI Phase II, subject to any circulars,
clarification or notification issued by SEBI from time to time. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional measures for streamlining the
process of initial public offers and redressing investor grievances. This circular shall come into force for initial public offers
opening on/or after May 01, 2021, except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021, and the provisions of this circular, are deemed to form part of this Prospectus. If the Issue is made under
UPI Phase III, the same will be advertised in all editions of the English national daily newspaper, all editions of the Hindi
national daily newspaper, regional edition of the regional daily newspaper on or prior to the Issue Opening Date and such
advertisement shall also be made available to the Stock Exchange for the purpose of uploading on their website

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding Four (4) Working Days from the Issue Closing Date, the Applicant shall be compensated at a
uniform rate of 7100 per day for the entire duration of delay exceeding Four (4) Working Days from the Issue Closing Date
by the intermediary responsible for causing such delay in unblocking. The LM shall, in their sole discretion, identify and
fix the liability on such intermediary or entity responsible for such delay in unblocking. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47dated March 31, 2021, has reduced the timelines for refund of Application money to
four days.

Our Company and Lead Manager do not accept any responsibility for the completeness and accuracy of the information
stated in this section and the General Information Document and is not liable for any amendment, modification or change
in the applicable law which may occur after the date of this Prospectus. Applicants are advised to make their independent
investigations and ensure that their applications are submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in
the Draft Prospectus and the Prospectus.

Further, the Company and the Lead Manager are not liable for any adverse occurrences’ consequent to the implementation
of the UPI Mechanism for application in this Issue.

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PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE

SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in
addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIIs
through intermediaries with the objective to reduce the time duration from public issue closure to listing from six working
days to up to three working days. Considering the time required for making necessary changes to the systems and to ensure
complete and smooth transition to the UPI payment mechanism, the UPI Circular proposes to introduce and implement the
UPI payment mechanism in three phases in the following manner:

Phase I: This phase has become applicable from January 1, 2019 and will continue till June 30, 2019. Under this phase, a
Retail Individual Investor would also have the option to submit the Application Form with any of the intermediary and use
his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing would continue
to be six working days.

Phase II: This phase commenced on completion of Phase I, i.e., with effect from July 1, 2019 and was to be continued for
a period of three months or launch of five main board public issues, whichever is later. Further, as per the SEBI circular
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the UPI Phase II has been extended until March 31, 2020.
Further still, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current Phase II of
Unified Payments Interface with Application Supported by Blocked Amount be continued till further notice. Under this
phase, submission of the Application Form by a Retail Individual Investor through intermediaries to SCSBs for blocking
of funds will be discontinued and will be replaced by the UPI Mechanism. However, the time duration from public issue
closure to listing would continue to be six working days during this phase.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from public issue
closure to listing is proposed to be reduced to three working days.

All SCSBs offering facility of making application in public issues shall also provide facility to make application using the
UPI Mechanism. The Issuers will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between
the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the Retail
Individual Investors into the UPI payment mechanism.

For further details, refer to the General Information Document available on the websites of the Stock Exchange and the
Lead Manager.

FIXED PRICE ISSUE PROCEDURE

The Issue is being made in compliance with the provisions of Chapter IX of SEBI ICDR Regulations through a Fixed Price
Process wherein 50% of the Net Issue is allocated for Retail Individual Investors and the balance shall be offered to
individual applicants other than Retail Individual Investors and other investors including Corporate Bodies or Institutions,
QIBs and Non-Institutional Investors. However, if the aggregate demand from the Retail Individual Investors is less than
50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors
including QIBs and NIIs and vice-versa subject to valid Applications being received from them at or above the Issue Price.

Additionally, if the Retail Individual Investors category is entitled to more than 50% on proportionate basis, the Retail
Individual Investors shall be allocated that higher percentage. However, the Application by an Applicant should not exceed
the investment limits prescribed under the relevant regulations/statutory guidelines.

Subject to the valid Applications being received at the Issue Price, allocation to all categories in the Net Issue, shall be
made on a proportionate basis, except for the Retail Portion where Allotment to each Retail Individual Investors shall not
be less than the minimum lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity
Shares, if any, shall be allotted on a proportionate basis. Under subscription if any, in any category, except in the QIB
Portion, would be allowed to be met with spill over from any other category or a combination of categories at the discretion
of our Company in consultation with the LM and the Stock Exchange.

Investors should note that according to section 29(1) of the Companies Act, 2013, allotment of Equity Shares to all
successful Applicants will only be in the dematerialised form. The Application Forms which do not have the details
of the Applicant’s depository account including DP ID, PAN and Beneficiary Account Number/UPI ID (for RIL
Applicants using the UPI Mechanism), shall be treated as incomplete and rejected. In case DP ID, Client ID and
PAN mentioned in the Application Form and entered into the electronic system of the stock exchanges, do not match
with the DP ID, Client ID and PAN available in the depository database, the application is liable to be rejected.

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Applicants will not have the option of getting allotment of the Equity Shares in physical form. The Equity Shares on
allotment shall be traded only in the dematerialised segment of the Stock Exchange.

AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS

Copies of the Application Form and the Abridged Prospectus will be available at the offices of the LM, the Designated
Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the Application Form will
also be available for download on the websites of the Stock Exchange(s), the SCSBs, the Registered Brokers, the RTAs
and the CDPs at least one (1) day prior to the Issue Opening Date.

All Applicants (other than Applicants using the UPI mechanism) shall mandatorily participate in the Issue only through the
ASBA process. ASBA Applicants (other than Applicants using the UPI mechanism) must provide bank account details and
authorisation to block funds in the relevant space provided in the Application Form and the Application Forms that do not
contain such details are liable to be rejected. Further Retail Individual Investors may participate in the Issue through UPI
by providing details in the relevant space provided in the Application Form and the Application Forms that do not contain
the UPI ID are liable to be rejected. Retail Individual Investors may also apply through the SCSBs and mobile applications
using the UPI handles as provided on the website of the SEBI.

Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of the Designated
Intermediary, submitted at the Collection Centres only (except in case of Electronic Application Forms) and the Application
Forms not bearing such specified stamp are liable to be rejected.

The prescribed colour of the Application Form for various categories is as follows:

 

 

 

 

 

 

Category Colour of Application Form
Resident Indians / Eligible NRIs applying on a non-repatriation basis (ASBA) White*
Non-Residents and Eligible NRIs applying on a repatriation basis (ASBA) Blue*

 

*Excluding Electronic Application Form.

Designated Intermediaries (other than SCSBs) after accepting application form submitted by RIIs (without using UPI for
payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock exchange(s)
and shall submit/deliver the Application Forms to respective SCSBs where the Applicants has a bank account and shall not
submit it to any non-SCSB Bank.

For RIIs using UPI mechanism, the Stock Exchanges shall share the bid details (including UPI ID) with Sponsor Bank on
a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIIs for blocking of funds. The Sponsor
Bank shall initiate request for blocking of funds through NPCI to RIIs, who shall accept the UPI Mandate Request for
blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall
maintain an audit trail for every bid entered in the Stock Exchanges bidding platform, and the liability to compensate RIIs
(using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank, NPCI
or the Banker to the Issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit
trail of all disputed transactions/ investor complaints to the Sponsor Banks and the Bankers to an Issue. The Lead Manager
shall also be required to obtain the audit trail from the Sponsor Banks and the Banker to the Issue for analysing the same
and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021.

The Application Form shall contain information about the Applicant and the price and the number of Equity Shares that the
Applicants wish to apply for. Application Forms downloaded and printed from the website of the Stock Exchange shall
bear a system generated unique application number. Applicants are required to ensure that the ASBA Account has sufficient
credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or Sponsor Bank at the
time of submitting the Application.

Pursuant to SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 Dated November 10, 2015, an Investor, intending to
subscribe to this Issue, shall submit a completed application form to any of the following intermediaries (Collectively called
~— Designated Intermediaries”):

1. An SCSB, with whom the bank account to be blocked, is maintained

2. A syndicate member (or sub-syndicate member)

3. A-stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity) (‘broker’)

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4. A Depository Participant (“DP”) (whose name is mentioned on the website of the stock exchange as eligible for this
activity)

5. A Registrar to an Issue and share transfer agent (“RTA”) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)

The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the application form, in
physical or electronic mode, respectively.

The upload of the details in the electronic bidding system of stock exchange will be done by:

 

After accepting the form, SCSB shall capture and upload the relevant
For Applications submitted by Investors | details in the electronic bidding system as specified by the stock exchange
to SCSBs: and may begin blocking funds available in the bank account specified in
the form, to the extent of the application money specified.

After accepting the application form, respective Intermediary shall
capture and upload the relevant details in the electronic bidding system of
For applications submitted by investors | the stock exchange. Post uploading, they shall forward a schedule as per
to intermediaries other than SCSBs: prescribed format along with the application forms to designated branches
of the respective SCSBs for blocking of funds within one day of closure
of Issue.

After accepting the application form, respective intermediary shall capture
and upload the relevant application details, including UPI ID, in the
electronic bidding system of stock exchange. Stock exchange shall share
For applications submitted by investors | application details including the UPI ID with sponsor bank on a
to intermediaries other than SCSBs with | continuous basis, to enable sponsor bank to initiate mandate request on
use of UPI for payment: investors for blocking of funds. Sponsor bank shall initiate request for
blocking of funds through NPCI to investor. Investor to accept mandate
request for blocking of funds, on his/her mobile application, associated
with UPI ID linked bank account.

 

 

 

 

 

 

Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real-
time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within
the time specified by stock exchange.

Stock exchange shall allow modification of selected fields viz. DP [D/Client ID or Pan ID (Either DP ID/Client ID or Pan
ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.

Upon completion and submission of the Application Form to Application Collecting intermediaries, the Applicants are
deemed to have authorized our Company to make the necessary changes in the Prospectus, without prior or subsequent
notice of such changes to the Applicants. Applicants shall submit an Application Form either in physical or electronic form
to the SCSB’s authorising blocking of funds that are available in the bank account specified in the Application Form used
by ASBA Applicants. Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms/ Application
Forms to the respective SCSB, where the Applicant has a bank account and shall not submit it to any non-SCSB bank or
any Escrow Collection Bank.

Who Can Apply?

In addition to the category of Applicants set forth in the General Information Document, the following persons are also
eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines:

1. Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as
amended, in single or as a joint application and minors having valid Demat account as per Demographic Details
provided by the Depositories. Furthermore, based on the information provided by the Depositories, our Company shall
have the right to accept the Applications belonging to an account for the benefit of minor (under guardianship);

2. Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the
application is being made in the name of the HUF in the Application Form as follows: —Name of Sole or First
applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Kartal. Applications
by HUFs would be considered at par with those from individuals;

178
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24,

Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in
the Equity Shares under their respective constitutional and charter documents;

Mutual Funds registered with SEBI;

Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible
NRIs are not eligible to participate in this Issue;

Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);

FIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a foreign
individual under the QIB Portion;

Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;

Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the non-
Institutional investor’s category;

Venture Capital Funds and Alternative Investment Fund (1) registered with SEBI; State Industrial Development
Corporations;

Foreign Venture Capital Investors registered with the SEBI;

Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to
Trusts and who are authorized under their constitution to hold and invest in equity shares;

Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
Insurance Companies registered with Insurance Regulatory and Development Authority, India;

Provident Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to hold and
invest in equity shares;

Pension Funds with minimum corpus of Rs. 25 Crores and who are authorized under their constitution to hold and
invest in equity shares;

National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government
of India published in the Gazette of India;

Insurance funds set up and managed by army, navy or air force of the Union of India;
Multilateral and bilateral development financial institution;

Eligible QFIs;

Insurance funds set up and managed by army, navy or air force of the Union of India;
Insurance funds set up and managed by the Department of Posts, India;

Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable
to them.

Applications not to be made by:

(a) Minors (except through their Guardians)
(b) Partnership firms or their nominations
(c) Foreign Nationals (except NRIs)

(d) Overseas Corporate Bodies

MAXIMUM AND MINIMUM APPLICATION SIZE

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For Retail Individual Investors

The Application must be for a minimum of 1,600 Equity Shares and in multiples of 1,600 Equity Shares thereafter, so as
to ensure that the Application Price payable by the Applicant does not exceed %2,00,000. In case of revision of Applications,
the Retail Individual Investors have to ensure that the Application Price does not exceed %2,00,000.

For Other than Retail Individual Investors (Non-Institutional Investors and QIBs)

 

The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds 22,00,000
and in multiples of 1,600 Equity Shares thereafter. An application cannot be submitted for more than the Net Issue Size.
However, the maximum Application by a QIB investor should not exceed the investment limits prescribed for them by
applicable laws. Under existing SEBI ICDR Regulations, a QIB Applicant cannot withdraw its Application after the Issue
Closing Date and is required to pay 100% QIB Margin upon submission of Application.

In case of revision in Applications, the Non-Institutional Investors, who are individuals, have to ensure that the Application
Amount is greater than %2,00,000 for being considered for allocation in the Non-Institutional Portion.

Applicants are advised to ensure that any single Application from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in
this Prospectus.

The above information is given for the benefit of the Applicants. The Company and the LM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity
Shares applied for do not exceed the applicable limits under laws or regulations.

BASIS OF ALLOTMENT

Allotment will be made in consultation with the Stock Exchange. In the event of oversubscription, the allotment will be
made on a proportionate basis in marketable lots as set forth here:

1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e.,
the total number of Shares applied for in that category multiplied by the inverse of the over subscription ratio (number
of applicants in the category X number of Shares applied for).

2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in
marketable lots (i.e., Total number of Shares applied for into the inverse of the over subscription ratio). For
applications where the proportionate allotment works out to less than 1,600 Equity shares the allotment will be made
as follows:

(a) Each successful applicant shall be allotted 1,600 Equity shares; and

(b) The successful applicants out of the total applicants for that category shall be determined by the draw of lots.
in such a manner that the total number of Shares allotted in that category is equal to the number of Shares
worked out as per (2) above.

3. — If the proportionate allotment to an applicant works out to a number that is not a multiple of 1,600 Equity shares, the
applicant would be allotted Shares by rounding off to the nearest multiple of 1,600 Equity shares subject to a minimum
allotment of 1,600 Equity shares.

4. Ifthe Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants in that
category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted
Shares are not sufficient for proportionate allotment to the successful applicants in that category, the balance Shares,
if any, remaining after such adjustment will be added to the category comprising of applicants applying for the
minimum number of Shares. If as a result of the process of rounding off to the nearest multiple of 1,600 Equity shares,
results in the actual allotment being higher than the shares offered, the final allotment may be higher at the sole
discretion of the Board of Directors, up to 110% of the size of the offer specified under the Capital Structure mentioned
in this Prospectus.

5. The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the reservation for
small individual applicants as described below:

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(a) As the retail individual investor category is entitled to more than fifty percent on proportionate basis, the retail
individual investors shall be allocated that higher percentage.

(b) The balance net offer of shares to the public shall be made available for allotment to:

i) Individual applicants other than retails individual investors; and
ii) Other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied for.

(c) The unsubscribed portion of the net offer to any one of the categories specified in a) or b) shall/may be made
available for allocation to applicants in the other category, if so required.

6. Retail Individual Investors’ means an investor who applies for shares of value of not more than 22,00,000/-. Investors
may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation
with Stock Exchange. The Executive Director / Managing Director of Stock Exchange in addition to Lead Manager
and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and
proper manner in accordance with the SEBI ICDR Regulations.

PARTICIPATION BY ASSOCIATES/AFFILIATES OF LEAD MANAGER, PROMOTER, PROMOTER
GROUP AND PERSONS RELATED TO PROMOTER/PROMOTER GROUP

The Lead Manager shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their underwriting
obligations. However, associates and affiliates of the Lead Manager may subscribe to Equity Shares in the Issue, either in
the QIB Portion and Non-Institutional Portion where the allotment is on a proportionate basis. The Promoter, Promoter
Group, Lead Manager and any persons related to the Lead Manager (except Mutual Funds sponsored by entities related to
the Lead Manager) cannot apply in the Issue.

APPLICATION BY MUTUAL FUNDS

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
the Application Form. Failing this, our Company in consultation with Lead Manager, reserves the right to accept or reject
any Application in whole or in part, in either case, without assigning any reason thereof. The Applications made by the
asset management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes
for which the Applications are made.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Applications provided that the Applications clearly indicate the scheme concerned for which the Application has been
made.

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments
of any Company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry
specific funds. No mutual fund under all its schemes should own more than 10% of any Company’s paid-up share capital
carrying voting rights.

APPLICATION BY HUFS

Applications by HUFs Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should
specify that the Application is being made in the name of the HUF in the Application Form as follows: “Name of sole or
first Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Applications
by HUFs may be considered at par with Applications from individuals.

APPLICATION BY ELIGIBLE NRIs

Eligible NRIs may obtain copies of Application Form from the Designated Intermediaries. Only Applications accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI
Applicant applying on a repatriation basis by using the Non-Resident Forms should authorize their SCSB or should
confirm/accept the UPI Mandate Request (in case of RIIs using the UPI Mechanism) to block their Non-Resident External
(“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) ASBA Accounts, and eligible NRI Applicant applying
on a non-repatriation basis by using Resident Forms should authorize their SCSB or should confirm/accept the UPI Mandate
Request (in case of RIIs applying using the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for
the full Application Amount, at the time of the submission of the Application Form. However, NRIs applying in the Issue

181
through the UPI Mechanism are advised to enquire with the relevant bank where their account is UPI linked prior to
submitting their application.

Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for non-residents (blue in
colour).

Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents. (White in colour).

Participation by Eligible NRIs in the Issue shall be subject to the FEMA Non -Debt Instruments Rules. Only Applications
accompanied by payment in Indian rupees or fully converted foreign exchange will be considered for Allotment.

In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis,
shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of
all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not
exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the
aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general body of the
Indian company.

For further details, see “Restrictions on Foreign Ownership of Indian Securities” on page 195 of this Prospectus.
APPLICATION BY FPIs AND FIIs

In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means
multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common
control) must be below 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA Non-Debt Instruments
Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid -up Equity Share capital of
our Company and the total holdings of all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap
applicable to the sector in which our Company operates (i.e., up to 100%). In terms of the FEMA Non -Debt Instruments
Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

Additionally, the aggregate foreign portfolio investment up to 49% of the paid -up capital on a fully diluted basis or the
sectoral / statutory cap, whichever is lower, does not require Government approval or compliance of sectoral conditions as
the case may be, if such investment does not result in transfer of ownership and control of the resident Indian company
from resident Indian citizens or transfer of ownership or control to persons resident outside India. Other investments by a
person resident outside India will be subject to conditions of Government approval and compliance with sectoral conditions
as laid down in these regulations.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FP! Regulations is
required to be attached to the Application Form, failing which our Company reserves the right to reject any Bid without
assigning any reason.

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at
the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department
of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have
invested in the Issue to ensure there is no breach of the investment limit, within the timelines for issue procedure, as
prescribed by SEBI from time to time.

A FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognized stock exchange
in India, and/ or may purchase or sell securities other than equity instruments FPIs are permitted to participate in the Issue
subject to compliance with conditions and restrictions which may be specified by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as
defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI
against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued
only to persons eligible for registration as Category I FPIs; (iii) such offshore derivative instruments are issued after
compliance with ‘know your client’ norms; and (iv) such other conditions as may be specified by SEBI from time to time.

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted basis
or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued that may be

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issued by our Company, the total investment made by the FPI will be re-classified as FDI subject to the conditions as
specified by SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable
reporting requirements.

An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative instrument
is made by, or on behalf of it subject to, inter alia, the following conditions:

(a) each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI.

The FPIs who wish to participate in the Issue is advised to use the Application Form for non-residents.

Further, Bids received from FPIs bearing the same PAN will be treated as multiple Applications and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the Operational
Guidelines for Foreign Portfolio Investors and Designated Depository Participants which were issued in November 2019
to facilitate implementation of SEBI FPI Regulations (such structure “MIM Structure”) provided such Bids have been made
with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids
received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. In order to
ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client
IDs and DP IDs, were required to provide a confirmation along with each of their Application Forms that the relevant FPIs
making multiple Applications utilize the MIM Structure and indicate the names of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Applications will be rejected.

APPLICATION BY SEBI REGISTERED AIF, VCF AND FVCI

The SEBI VCF Regulations, the SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the investment
restrictions on the VCFs, FVCIs and AIFs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among
others, the investment restrictions on AIFs.

The holding by any individual VCF or FVCI registered with SEBI in one venture capital undertaking should not exceed
25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of
subscription to an initial public offering.

The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category II] AIF cannot
invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a category I AIF, as
defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public
offering of a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI
AIF Regulations shall continue to be regulated by the VCF Regulation until the existing fund or scheme managed by the
fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All FIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees
only and net of Bank charges and commission.

Our Company or the Lead Manager will not be responsible for loss, if any, incurred by the Applicant on account of
conversion of foreign currency.

All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in
Indian Rupees only and net of bank charges and commission.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the same basis with
other categories for the purpose of allocation.

APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS

In case of applications made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to
the Application Form. Failing which, the Company in consultation with the LM, reserves the right to reject any application,

without assigning any reason thereof.

APPLICATIONS BY INSURANCE COMPANIES

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In case of Applications made by insurance companies registered with the IRDA, a certified copy of certificate of registration
issued by IRDA must be attached to the Application Form. Failing this, our company in consultation with the Lead Manager
reserves the right to reject any Application without assigning any reason thereof.

The exposure norms for insurers prescribed in Regulation 9 of the Insurance Regulatory and Development Authority of
India (Investment) Regulations, 2016 (“IRDAI Investment Regulations”) are set forth below:

Equity shares of a company: the lower of 10%" of the investee company’s outstanding equity shares (face value) or 10%
of the respective fund in case of a life insurer or 10% of investment assets in case of a general insurer or a reinsurer;

The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of
investment assets in case of a general insurer or a reinsurer or 15% of the investment assets in all companies belonging to
the group, whichever is lower; and

The industry sector in which the investee company operates: not more than 15% of the respective fund of a life insurer or
a reinsurer or health insurer or general insurance or 15% of the investment assets, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10%
of the investment assets of a life insurer or general insurer and the amount calculated under points (i), (ii) or (iii) above, as
the case may be.

(DThe above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies
with investment assets of Rs.2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with
investment assets of Rs.500,000 million or more but less than Rs.2,500,000 million.

Insurer companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars Issued
by the IRDA from time to time to time including the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 (“IRDA Investment Regulations”).

APPLICATION BY PROVIDENT FUNDS / PENSION FUNDS

In case of applications made by provident funds/pension funds, subject to applicable laws, with minimum corpus of Rs25
Crores, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund
must be attached to the Application Form. Failing this, the Company reserves the right to reject any application, without
assigning any reason thereof.

APPLICATIONS BY BANKING COMPANIES.

In case of Applications made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the
Application Form, failing which our Company consultation with the LM, reserve the right to reject any Application without
assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949,
as amended (“Banking Regulation Act”), and the Reserve Bank of India (“Financial Services provided by Banks”)
Directions, 2016, as amended is 10% of the paid-up share capital of the investee company not being its subsidiary engaged
in non-financial services or 10% of the banks own paid-up share capital and reserves, whichever is lower. However, a
banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such
investee company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section
6(1) of the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt
restructuring / strategic debt restructuring, or to protect the banks ‘interest on loans / investments made to a company. The
bank is required to submit a time bound action plan for disposal of such shares within a specified period to RBI. A banking
company would require a prior approval of RBI to make (i) investment in a subsidiary and a financial services company
that is not a subsidiary (with certain exception prescribed), and (ii) investment in a non-financial services company in excess
of 10% of such investee company’s paid up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016.Further, the aggregate investment by a banking company in subsidiaries and
other entities engaged in financial and non-financial services company cannot exceed 20% of the investee company’s paid-
up share capital and reserves.

APPLICATION BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES

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In case of Applications made by systemically important non-banking financial companies registered with RBI, a certified
copy of the certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a
standalone basis and a net worth certificate from its statutory auditor(s), must be attached to the Application Form. Failing
this, our Company in consultation with the LM, reserves the right to reject any Application, without assigning any reason
thereof. Systemically Important Non-Banking Financial Companies participating in the Issue shall comply with all
applicable regulations, guidelines and circulars issued by RBI from time to time.

APPLICATIONS BY SCSBS

SCSBs participating in the Issue is required to comply with the terms of the SEBI circulars nos. CIR/CFD/DIL/12/2012
and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013 respectively. Such SCSBs are required to ensure
that for making applications on their own account using ASBA, they should have a separate account in their own name
with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making application in
public Issues and clear demarcated funds should be available in such account for such applications.

The information set out above is given for the benefit of the Applicants. Our Company and the LM are not liable for any
amendments or modification or changes to applicable laws or regulations, which may occur after the date of this Prospectus.
Applicants are advised to make their independent investigations and ensure that any single application from them does not
exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under applicable
law or regulations, or as specified in the Draft Prospectus and the Prospectus.

APPLICATION UNDER POWER OF ATTORNEY

In case of Applications made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the Union
of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds
with a minimum corpus of Rs250 million (subject to applicable laws) and pension funds with a minimum corpus of Rs250
million (subject to applicable laws), a certified copy of the power of attorney or the relevant resolution or authority, as
the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws,
as applicable, must be lodged along with the Application Form. Failing this, our Company in consultation with the LM,
reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason thereof.
Our Company in consultation with the LM, in their absolute discretion, reserves the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Application Form.

In accordance with RBI regulations, OCBs cannot participate in the Issue.
ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA)

Applicants In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
all the Applicants have to compulsorily apply through the ASBA Process. Our Company and the Lead Manager are
not liable for any amendments, modifications, or changes in applicable laws or regulations, which may occur after
the date of this Prospectus. ASBA Applicants are advised to make their independent investigations and to ensure
that the ASBA Application Form is correctly filled up, as described in this section.

The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process
are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated
branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link.

 

METHOD AND PROCESS OF APPLICATIONS

The Designated Intermediaries shall accept applications from the Applicants during the Issue Period.

The Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Issue Period
may be extended, if required, by an additional three Working Days, subject to the total Issue Period not exceeding 10

Working Days.

During the Issue Period, Applicants who are interested in subscribing to the Equity Shares should approach the Designated
Intermediaries to register their applications.

The Applicant cannot apply on another Application Form after applications on one Application Form have been submitted
to the Designated Intermediaries. Submission of a second Application form to either the same or to another Designated

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Intermediaries will be treated as multiple applications and is liable to rejected either before entering the application into the
electronic collecting system or at any point prior to the allocation or Allotment of Equity Shares in this Issue.

Designated Intermediaries accepting the application forms shall be responsible for uploading the application along with
other relevant details in application forms on the electronic bidding system of stock exchange and submitting the form to
SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs only).
All applications shall be stamped and thereby acknowledged by the Designated Intermediaries at the time of receipt.

The Designated Intermediaries will enter each application option into the electronic collecting system as a separate
application and generate a TRS and give the same to the applicant.

Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated Intermediaries
shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
Application Form, prior to uploading such applications with the Stock Exchange.

If sufficient funds are not available in the ASBA Account, the Designated Intermediaries shall reject such applications and
shall not upload such applications with the Stock Exchange.

If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Application
Amount mentioned in the Application Form and will enter each application option into the electronic collecting system as
a separate application and generate a TRS for each price and demand option. The TRS shall be furnished to the Applicant
on request.

The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Alotment
and consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdraw/ failure of the Issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of
Allotment if finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB
for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Applicants to the
Public Issue Account. In case of withdrawal/ failure of the Issue, the blocked amount shall be unblocked on receipt of such
information from the Registrar to the Issue.

TERMS OF PAYMENT

The entire Issue price of = 72/- per share is payable on application. In case of allotment of lesser number of Equity Shares
than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the
Applicants. SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance
amount after transfer will be unblocked by the SCSBs.

The applicants should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and
has been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate
collections from the Applicants.

PAYMENT MECHANISM.

The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an amount
equivalent to the Application Amount in the bank account specified in the Application Form. The SCSB shall keep the
Application Amount in the relevant bank account blocked until withdrawal/ rejection of the Application or receipt of
instructions from the Registrar to unblock the Application Amount. However, Non-Retail Individual Investorss shall neither
withdraw nor lower the size of their applications at any stage. In the event of withdrawal or rejection of the Application
Form or for unsuccessful Application Forms, the Registrar to the Issue shall give instructions to the SCSBs to unblock the
application money in the relevant bank account within one day of receipt of such instruction. The Application Amount shall
remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Issue and consequent transfer of
the Application Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the
Application by the ASBA Applicant, as the case may be.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI
ICDR Regulations, all the investors applying in a public issue shall use only Application Supported by Blocked Amount
(ASBA) process for application providing details of the bank account which will be blocked by the Self-Certified Syndicate
Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 01, 2018, Retail Individual Investors applying in public issue have to use UPI as a payment mechanism with
Application Supported by Blocked Amount for making application.

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ELECTRONIC REGISTRATION OF APPLICATIONS

10.

The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.

The Designated Intermediaries will undertake modification of selected fields in the application details already
uploaded before 1.00 p.m. of next Working Day from the Issue Closing Date.

The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in
relation to, (i) the applications accepted by them, (ii) the applications uploaded by them (iii) the applications accepted
but not uploaded by them or (iv) with respect to applications by Applicants, applications accepted and uploaded by
any Designated Intermediary other than SCSBs, the Application form along with relevant schedules shall be sent to
the SCSBs or the Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for
blocking the necessary amounts in the ASBA Accounts. In case of Application accepted and uploaded by SCSBs, the
SCSBs or the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary amounts in the
ASBA Accounts.

Neither the Lead Manager nor our Company nor the Registrar to the Issue, shall be responsible for any acts, mistakes
or errors or omission and commissions in relation to, (i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or (iii) The applications accepted but not uploaded
by any Designated Intermediaries.

The Stock Exchange will offer an electronic facility for registering applications for the Issue. This facility will
available at the terminals of Designated Intermediaries and their authorized agents during the Issue Period. The
Designated Branches or agents of Designated Intermediaries can also set up facilities for off-line electronic registration
of applications subject to the condition that they will subsequently upload the off-line data file into the online facilities
on a regular basis. On the Issue Closing Date, the Designated Intermediaries shall upload the applications till such
time as may be permitted by the Stock Exchange. This information will be available with the Lead Manager on a
regular basis.

With respect to applications by Applicants, at the time of registering such applications, the Syndicate Bakers, DPs and
RTAs shall forward a Schedule as per format given along with the Application Forms to Designated Branches of the
SCSBs for blocking of funds.

With respect to applications by Applicants, at the time of registering such applications, the Designated Intermediaries
shall enter the following information pertaining to the Applicants into in the on-line system:

(a) Name of the Applicant;

(b) IPO Name:

(c) Application Form Number;

(d) Investor Category;

(e) PAN (of First Applicant, if more than one Applicant);

(f) DP ID of the demat account of the Applicant;

(g) Client Identification Number of the demat account of the Applicant;

(h) Number of Equity Shares Applied for;

(i) Bank Account details;

(j) Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB
branch where the ASBA Account is maintained; and

(k) Bank account number

In case of submission of the Application by an Applicant through the Electronic Mode, the Applicant shall complete
the above-mentioned details and mention the bank account number, except the Electronic ASBA Application Form
number which shall be system generated.

The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the
investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted
the application form in physical as well as electronic mode. The registration of the Application by the Designated
Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either by our Company.

Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.

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11. In case of Non-Retail Individual Investors and Retail Individual Investors, applications would not be rejected except
on the technical grounds as mentioned in the Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.

12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not
in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company and/or the Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other
requirements nor does it take any responsibility for the financial or other soundness of our company; our Promoter,
our management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Prospectus, nor does it warrant that the Equity Shares will
be listed or will continue to be listed on the Stock Exchanges.

13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Issue Closing Date
to verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar
to the Issue will receive this data from the Stock Exchange and will validate the electronic application details with
Depository’s records. In case no corresponding record is available with Depositories, which matches the three
parameters, namely DP ID, Client ID and PAN, then such applications are liable to be rejected.

14. The SCSBs shall be given one day after the Issue Closing Date to send confirmation of Funds blocked (Final
certificate) to the Registrar to the Issue.

15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details
for applications.

SIGNING OF UNDERWRITING AGREEMENT AND FILING OF PROSPECTUS WITH ROC

Our company has entered into an Underwriting Agreement dated January 25, 2022 and addendum to Underwriting
Agreement dated February 07, 2022.

A copy of Prospectus will be filled with the ROC in terms of Section 26 of Companies Act, 2013.
ISSUANCE OF ALLOTMENT ADVICE IN THE ISSUE

Upon approval of the basis of allotment by the Designated Stock Exchange, the Lead Manager or Registrar to the Issue
shall send to the SCSBs a list of their Applicants who have been allocated Equity Shares in the Issue.

On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment and
credit of equity shares. Applicants are advised to instruct their Depository Participants to accept the Equity Shares that may
be allotted to them pursuant to the issue. The Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice
to their Applicants who have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed
a valid, binding and irrevocable contract for the Allotment to such Applicant.

Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
applicants Depository Account within 4 working days of the Issue Closing date. The Issuer also ensures the credit of shares
to the successful Applicants Depository Account is completed within one working Day from the date of allotment, after the
funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.

DESIGNATED DATE

On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public
Issue Account with the Bankers to the Issue. The Company will issue and dispatch letters of allotment/ or letters of regret
along with refund order or credit the allotted securities to the respective beneficiary accounts, if any within a period of 4
working days of the Issue Closing Date. The Company will intimate the details of allotment of securities to Depository
immediately on allotment of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions,
if any.

GENERAL INSTRUCTIONS

Do’s:

 

 

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10.

11.

12.

13.

14.

15.

16.

17.

Check if you are eligible to apply as per the terms of this Prospectus and under applicable law, rules, regulations,
guidelines and approvals; All Applicants should submit their bids through the ASBA process only;

Ensure that you have apply within the Price Band
Read all the instructions carefully and complete the Application Form in the prescribed form;

Ensure that the details about the PAN, DP ID, Client ID and Bank Account Number (UPI ID, as applicable) are correct
and the Applicants depository account is active, as Allotment of the Equity Shares will be in the dematerialised form
only;

Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated
Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Retail Individual
Investors using UPI Mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers, RTA
or Depository Participants;

Ensure that you (other than Anchor Investors) have mentioned the correct ASBA Account number and such ASBA
account belongs to you and no one else if you are not an RIB bidding using the UPI Mechanism in the Application
Form (with maximum length of 45 characters) and if you are an RIB using the UPI Mechanism ensure that you have
mentioned the correct UPI ID in the Application Form;

Ensure that you have funds equal to the Application Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to any of the Designated Intermediaries. Ensure that you use only your own bank account
linked UPI ID (only for Retail Individual Investors using the UPI Mechanism) to make an application in the Issue.
Retail Individual Investors using the UPI Mechanism shall ensure that the bank with which they have their bank
account where the funds equivalent to the Application Amount are available for blocking, is UPI 2.0 certified by
NPCI;

If the first applicant is not the bank account holder, ensure that the Application Form is signed by the account holder.
Ensure that you have mentioned the correct bank account number in the Application Form (for all Applicants other
than Retail Individual Investors, bidding using the UPI Mechanism);

All Applicants should submit their Applications through the ASBA process only;
Ensure that the signature of the First Applicant in case of joint Applications, is included in the Application Forms;

Retail Individual Investors submitting an Application Form using the UPI Mechanism, should ensure that: (a) the bank
where the bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being used for
making the Application is listed on the website of SEBI at www.sebi.gov.in;

Ensure that the name(s) given in the Application Form is/are exactly the same as the name(s) in which the beneficiary
account is held with the Depository Participant. In case of joint Applications, the Application Form should contain
only the name of the First Applicant whose name should also appear as the first holder of the beneficiary account held
in joint names;

Ensure that you request for and receive a stamped acknowledgement of your Application;

Retail Individual Investorss using the UPI mechanism should ensure that the correct UPI ID (with maximum length
of 45 characters including the handle) is mentioned in the Application Form;

Instruct your respective banks to release the funds blocked in accordance with the ASBA process;

Submit revised Applications to the same Designated Intermediary, through whom the original Application was placed
and obtain a revised acknowledgment;

Except for Applications (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in
the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining / specifying their
PAN for transacting in the securities market including without limitation, multilateral/ bilateral institutions, and (iii)
Applications by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be
exempted from specifying their PAN for transacting in the securities market, all Applicants should mention their PAN
allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts

189
18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and
the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;

Ensure that the Demographic Details are updated, true and correct in all respects;

Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;

Ensure that the correct investor category and the investor status is indicated in the Application Form;

Ensure that in case of Applications under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;

Ensure that Applications submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;

Ensure that you use only your own bank account linked UPI ID (only for Retail Individual Investors using the UPI
Mechanism) to make an application in the Issue;

Applicants should note that in case the DP ID, Client ID and the PAN mentioned in their Application Form and entered
into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as the case may be, do
not match with the DP ID, Client ID and PAN available in the Depository database, then such Applications are liable
to be rejected. Where the Application Form is submitted in joint names, ensure that the beneficiary account is also
held in the same joint names and such names are in the same sequence in which they appear in the Application Form;

Applicants, other than Retail Individual Investors using the UPI Mechanism, shall ensure that they have funds equal
to the Application Amount in the ASBA Account maintained with the SCSB before submitting the Application Form
to the relevant Designated Intermediaries;

Ensure that the depository account is active, the correct DP ID, Client ID and the PAN are mentioned in their
Application Form and that the name of the Applicant, the DP ID, Client ID and the PAN entered into the online IPO
system of the Stock Exchange by the relevant Designated Intermediary, as applicable, matches with the name, DP ID,
Client ID and PAN available in the Depository database;

In case of ASBA Applicants (other than Retail Individual Investors using UPI Mechanism), ensure that while Bidding
through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre
and that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least one
branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available
on the website of SEBI at http://www.sebi.gov.in);

Once the Sponsor Bank Issues the UPI Mandate Request, the Retail Individual Investors would be required to proceed
to authorise the blocking of funds by confirming or accepting the UPI Mandate Request;

Ensure that you have correctly signed the authorisation/undertaking box in the Application Form, or have otherwise
provided an authorisation to the SCSB or the Sponsor Bank, as applicable, via the electronic mode, for blocking funds
in the ASBA Account equivalent to the Application Amount mentioned in the Application Form at the time of
submission of the Application;

Retail Individual Investors who wish to revise their applications using the UPI Mechanism, should submit the revised
Application with the Designated Intermediaries, pursuant to which Retail Individual Investors should ensure
acceptance of the UPI Mandate Request received from the Sponsor Bank to authorise blocking of funds equivalent to
the revised Application Amount in the Retail Individual Investors ASBA Account.

Retail Individual Investors using the UPI Mechanism shall ensure that details of the Application are reviewed and
verified by opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate
Request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a Retail Individual
Investor shall be deemed to have verified the attachment containing the application details of the Retail Individual
Investor in the UPI Mandate Request and have agreed to block the entire Application Amount and authorized the
Sponsor Bank to block the Application Amount specified in the Application Form;

190
32. Retail Individual Investors applied using the UPI Mechanism should mention valid UPI ID of only the applicant (in
case of single account) and of the first applicant (in case of joint account) in the Application Form;

33. Retail Individual Investors using the UPI Mechanism who have revised their applications subsequent to making the
initial Application should also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorize
blocking of funds equivalent to the revised Application Amount and subsequent debit of funds in case of Allotment
in a timely manner;

34. Ensure that the Application Forms are delivered by the Applicants within the time prescribed as per the Application
Form and the Prospectus;

35. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your
Application Form;

36. Retail Individual Investors shall ensure that you have accepted the UPI Mandate Request received from the Sponsor
Bank prior to 12:00 p.m. of the Working Day immediately after the Issue Closing Date.

37. The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Don’ts:

1. Do not apply for lower than the minimum Application size;

2. Do not apply at a Price different from the Price mentioned herein or in the Application Form;

3. Do not apply by another Application Form after submission of Application to the Designated Intermediary.

4. Do not pay the Application Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest or any mode other than blocked amounts in the bank account maintained with SCSB;

5. Do not send Application Forms by post; instead submit the same to the Designated Intermediary only;

6. Do not submit the Application Forms to any non-SCSB bank or our Company;

7. Do not apply ona physical Application Form that does not have the stamp of the relevant Designated Intermediary;

8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;

9. Do not submit more than one Application Forms per ASBA Account;

10. Do not submit the Application Forms to any Designated Intermediary that is not authorised to collect the relevant
Application Forms or to our Company;

11. Do not apply for an Application Amount exceeding Rs. 200,000 (for Applications by Retail Individual Investors);

12. Do not fill up the Application Form such that the Equity Shares applied for exceeds the Issue size and / or investment
limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum
amount permissible under the applicable regulations or under the terms of this Prospectus;

13. Do not submit the General Index Register number instead of the PAN;

14. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is
suspended or for which details cannot be verified by the Registrar to the Issue;

15. Do not submit the Application without ensuring that funds equivalent to the entire Application Amount are blocked
in the relevant ASBA Account;

16. If you are a Retail Individual Investor and are using UPI Mechanism, do not submit more than one Application Form

for each UPI ID;

191
17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

If you are a Retail Individual Investor and are using UPI Mechanism, do not make the ASBA application using third
party bank account or using third party linked bank account UPI ID;

Do not submit Applications on plain paper or on incomplete or illegible Application Forms or on Application Forms
in a colour prescribed for another category of Applicant;

Do not submit an application in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

Do not apply if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);

Do not withdraw your application or lower the size of your application (in terms of quantity of the Equity Shares or
the Application Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can
revise their applications during the Issue Period and withdraw their Applicants on or before the Issue Closing Date;

Do not apply for shares more than specified by respective Stock Exchanges for each category;

Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Applications submitted by Retail Individual Investor using the UPI mechanism;

Do not submit incorrect UPI ID details, if you are a Retail Individual Investors applying through UPI Mechanism;

If you are a Non-Institutional Investor or Retail Individual Investor, do not submit your application after 3.00 p.m. on
the Issue Closing Date;

Do not apply if you are an OCB.

The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

GROUNDS FOR TECHNICAL REJECTIONS

In addition to the grounds for rejection of Application on technical grounds as provided in the “General Information
Document” Applicants are requested to note that Applications may be rejected on the following additional technical

 

grounds.

1. Applications submitted without instruction to the SCSBs to block the entire Application Amount;

2. Applications submitted by Applicants which do not contain details of the Application Amount and the bank account
details / UPI ID in the Application Form;

3. Applications submitted on a plain paper;

4. Applications submitted by Retail Individual Investors using the UPI Mechanism through an SCSB and/or using a
Mobile App or UPI handle, not listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40;

5. Applications submitted by Retail Individual Investors using third party bank accounts or using a third party linked
bank account UPI ID;

6. Applications by HUFs not mentioned correctly as given in the sub-section “Who can Apply?” on page 175 of this
Prospectus;

7. Application Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;

8. Application submitted without the signature of the First Applicant or sole Applicants;

9. Applications by person for whom PAN details have not been verified and whose beneficiary accounts are ‘suspended
for credit’ in terms of SEBI circular (reference number: CIR/MRD/DP/ 22 /2010) dated July 29, 2010;

10. GIR number furnished instead of PAN;

192
11. Application by Retail Individual Investors with Application Amount for a value of more than Rs. 200,000

12. Applications by person who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;

13. Applications by Applicants (who are not Anchor Investors) accompanied by cheques or demand drafts;
14. Applications accompanied by stock invest, money order, postal order or cash;
15. Application by OCB.

For further details of grounds for technical rejections of Application Form, please refer to the General Information
Document and UPI Circulars.

For details of instruction in relation to the Application Form, please refer to the General Information Document and UPI
Circulars.

INVESTOR GRIEVANCE

In case of any pre-Issue or post-Issue related issues regarding share certificates/demat credit/refund orders/unblocking etc.,
investors shall reach out the Company Secretary and Compliance Officer. For details of the Company Secretary and
Compliance Officer, please refer to the chapter titled “General Information” on page 44 of this Prospectus.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform
rate of 7100/- per day for the entire duration of delay exceeding four Working Days from the Issue Closing Date by the
intermediary responsible for causing such delay in unblocking. The LM shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking.

IMPERSONATION

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
which is reproduced below:

“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least Rs 1 million or
1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six
months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three
times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.)
Further, where the fraud involves an amount less than Rs 1 million or one per cent of the turnover of the company, whichever
is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a
term which may extend to five years or with fine which may extend to Rs 5 million or with both.

DEPOSITORY ARRANGEMENTS
The Allotment of the Equity Shares in the Issue shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite

agreements had been signed among our Company, the respective Depositories and the Registrar to the Issue:

1. Agreement dated January 12, 2022 among NSDL, our Company and the Registrar to the Issue.
2. Agreement dated January 12, 2022 among CDSL, our Company and Registrar to the Issue.

UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:

193
1. the complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily;

2. all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed are taken within six working days of the Issue Closing
Date or within such other time period prescribed by SEBI will be taken;

3. _ the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed shall be made
available to the Registrar to the Issue by our Company;

4. _ if Allotment is not made within six working days from the Issue Closing Date or such other prescribed timelines under
applicable laws, the entire subscription amount received will be refunded/unblocked within the time prescribed under
applicable laws. If there is a delay beyond such prescribed time, our Company shall pay interest prescribed under the
Companies Act, the SEBI ICDR Regulations and other applicable laws for the delayed period;

5. _ where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the applicant within time prescribed under applicable laws, giving details of the bank where refunds shall
be credited along with amount and expected date of electronic credit of refund;

6. _ that if our Company do not proceed with the Issue after the Issue Closing Date but prior to Allotment, the reason
thereof shall be given as a public notice within two days of the Issue Closing Date. The public notice shall be issued
in the same newspapers where the pre-Issue advertisements were published. The Stock Exchanges shall be informed
promptly;

7. — that if our Company withdraw the Issue after the Issue Closing Date, our Company shall be required to file a fresh
issue document with SEBI, in the event our Company or subsequently decide to proceed with the Issue;

8. adequate arrangements shall be made to collect all Application Forms from Applicants.

9. the Promoters’ contribution in full, wherever required, shall be brought in advance before the Issue opens for public
subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public.

UTILISATION OF NET PROCEEDS
Our Board certifies that:

1. all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than the bank
account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013;

2. — details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any
part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilised;

3. details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in
the balance sheet indicating the form in which such unutilised monies have been invested.

4. — the utilisation of monies received under the Promoters’ contribution shall be disclosed, and continue to be disclosed
till the time any part of the Issue Proceeds remains unutilised, under an appropriate head in the balance sheet of our
Company indicating the purpose for which such monies have been utilised; and

5. _ the details of all unutilised monies out of the funds received under the Promoters’ contribution shall be disclosed under

a separate head in the balance sheet of our Company indicating the form in which such unutilised monies have been
invested.

194
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can
be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be
made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the
Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for
granting approval for foreign investment. The Government has from time to time made policy pronouncements on FDI
through press notes and press releases. The DPIIT issued, issued the Consolidated FDI Policy Circular of 2020 (“FDI
Policy”), which, with effect from October 15, 2020, subsumes and supersedes all press notes, press releases, clarifications,
circulars issued by the DPIIT, which were in force as on October 15, 2020. The FDI Policy will be valid until the DPIIT
issues an updated circular.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that: (i) the activities of the investee company are under the automatic route under the foreign direct investment policy and
transfer does not attract the provisions of the SEBI SAST Regulations; (ii) the non-resident shareholding is within the
sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.

On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which had
replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India)
Regulations 2017. Foreign investment in this Issue shall be on the basis of the FEMA Rules. Further, in accordance with
Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Nondebt
Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase
or sale of equity instruments by entities of a country which shares land border with India or where the beneficial owner of
an investment into India is situated in or is a citizen of any such country, will require prior approval of the Government, as
prescribed in the Consolidated FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any
existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership
falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require
approval of the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment)
Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as
an entity of a particular country nor shall any country be treated as the beneficial owner of the investments of such bank of
fund in India.

As per the FDI policy, FDI in companies engaged in the retail trading sector, which is the sector in which our Company
operates, is permitted up to 100% of the paid-up share capital of such company under the automatic route.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer. For further details, see “Issue
Procedure” on page 175 of this Prospectus. Each Applicant should seek independent legal advice about its ability to
participate in the Issue. In the event such prior approval of the Government of India is required, and such approval has been
obtained, the Applicant shall intimate our Company and the Registrar in writing about such approval along with a copy
thereof within the Issue Period.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any
state securities laws of the United States and, unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and applicable state securities laws of the United States. Accordingly, the Equity Shares are
only being offered and sold only outside the United States in offshore transactions in compliance with Regulation S
under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and Application may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. Applicants are advised to make their independent investigations, seek independent legal advice about its ability
to participate in the Issue and ensure that the number of Equity Shares applied for do not exceed the applicable limits under
laws or regulations.

195
SECTION X - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF

EKENNIS SOFTWARE SERVICE LIMITED

 

Sr. No

Particulars

 

No regulation contained in Table “F” in the First Schedule to
Companies Act, 2013 shall apply to this Company but the regulations
for the Management of the Company and for the observance of the
Members thereof and their representatives shall be as set out in the
relevant provisions of the Companies Act, 2013 and subject to any
exercise of the statutory powers of the Company with reference to the
repeal or alteration of or addition to its regulations by Special
Resolution as prescribed by the said Companies Act, 2013 be such as
are contained in these Articles unless the same are repugnant or
contrary to the provisions of the Companies Act, 2013 or any
amendment thereto.

Table F Not Applicable.

 

INTERPRETATION CLAUSE

 

In the interpretation of these Articles the following expressions shall
have the following meanings unless repugnant to the subject or
context:

 

(a) “The Act” means the Companies Act, 2013 and includes any
statutory modification or re-enactment thereof for the time being
in force.

Act

 

(b)

“These Articles” means Articles of Association for the time being
in force or as may be altered from time to time vide Special
Resolution.

Articles

 

(c) “Auditors” means and includes those persons appointed as such
for the time being of the Company.

Auditors

 

d

“Capital” means the share capital for the time being raised or
authorized to be raised for the purpose of the Company.

Capital

 

(e) “The Company” shall mean EKENNIS SOFTWARE SERVICE
LTD

 

(f) “Executor” or “Administrator” means a person who has obtained
a probate or letter of administration, as the case may be from a
Court of competent jurisdiction and shall include a holder of a
Succession Certificate authorizing the holder thereof to negotiate
or transfer the Share or Shares of the deceased Member and shall
also include the holder of a Certificate granted by the
Administrator General under section 31 of the Administrator
General Act, 1963.

Executor
or Administrator

 

 

 

(g) “Legal Representative” means a person who in law represents the | Legal Representative
estate of a deceased Member.

(h) Words importing the masculine gender also include the feminine | Gender
gender.

(i) “In Writing” and “Written” includes printing lithography and | In Writing and Written

other modes of representing or reproducing words in a visible

 

 

form.
(j) The marginal notes hereto shall not affect the construction | Marginal notes
thereof.
(k) “Meeting” or “General Meeting” means a meeting of members. | Meeting or General Meeting

 

()_ “Month” means a calendar month.

Month

 

(m) “Annual General Meeting” means a General Meeting of the
Members held in accordance with the provision of section 96 of
the Act.

Annual General Meeting

 

 

 

(n) “Extra-Ordinary General Meeting” means an Extraordinary
General Meeting of the Members duly called and constituted and
any adjourned holding thereof.

 

Extra-Ordinary General

Meeting

 

196

 
 

Sr. No

Particulars

 

The Board shall have the power to issue a part of authorized capital
by way of non-voting Shares at price(s) premia, dividends, eligibility,
volume, quantum, proportion and other terms and conditions as they
deem fit, subject however to provisions of law, rules, regulations,
notifications and enforceable guidelines for the time being in force.

Non Voting Shares

 

Subject to the provisions of the Act and these Articles, the Board of
Directors may issue redeemable preference shares to such persons, on
such terms and conditions and at such times as Directors think fit
either at premium or at par, and with full power to give any person the
option to call for or be allotted shares of the company either at
premium or at par, such option being exercisable at such times and for
such consideration as the Board thinks fit.

Redeemable Preference Shares

 

The holder of Preference Shares shall have a right to vote only on
Resolutions, which directly affect the rights attached to his Preference
Shares.

Voting rights of preference
shares

 

On the issue of redeemable preference shares under the provisions of

Article 7 hereof, the following provisions-shall take effect:

(a) No such Shares shall be redeemed except out of profits of which
would otherwise be available for dividend or out of proceeds of a
fresh issue of shares made for the purpose of the redemption;

(b) No such Shares shall be redeemed unless they are fully paid;

(c) Subject to section 55(2)(d)(i) the premium, if any payable on
redemption shall have been provided for out of the profits of the
Company or out of the Company's security premium account,
before the Shares are redeemed;

(d) Where any such Shares are redeemed otherwise then out of the
proceeds of a fresh issue, there shall out of profits which would
otherwise have been available for dividend, be transferred to a
reserve fund, to be called "the Capital Redemption Reserve
Account", a sum equal to the nominal amount of the Shares
redeemed, and the provisions of the Act relating to the reduction
of the share capital of the Company shall, except as provided in
Section 55of the Act apply as if the Capital Redemption Reserve
Account were paid-up share capital of the Company; and

(e) Subject to the provisions of Section 55 of the Act, the redemption
of preference shares hereunder may be effected in accordance
with the terms and conditions of their issue and in the absence of
any specific terms and conditions in that behalf, in such manner
as the Directors may think fit. The reduction of Preference Shares
under the provisions by the Company shall not be taken as
reducing the amount of its Authorized Share Capital

Provisions to apply on issue of
Redeemable Preference Shares

 

10.

The Company may (subject to the provisions of sections 52, 55, 56,
both inclusive, and other applicable provisions, if any, of the Act)
from time to time by Special Resolution reduce

(a) the share capital;

(b) any capital redemption reserve account; or

(c) any security premium account

In any manner for the time being, authorized by law and in particular
capital may be paid off on the footing that it may be called up again
or otherwise. This Article is not to derogate from any power the
Company would have, if it were omitted.

Reduction of capital

 

 

11.

 

Any debentures, debenture-stock or other securities may be issued at
a discount, premium or otherwise and may be issued on condition that
they shall be convertible into shares of any denomination and with
any privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting,
appointment of Directors and otherwise. Debentures with the right to
conversion into or allotment of shares shall be issued only with the
consent of the Company in the General Meeting by a Special
Resolution.

 

Debentures

 

198

 
 

Sr. No

Particulars

 

(0) “National Holiday” means and includes a day declared as
National Holiday by the Central Government.

National Holiday

 

(p) “Non-retiring Directors” means a director not subject to
retirement by rotation.

Non-retiring Directors

 

(q) “Office” means the registered Office for the time being of the
Company.

Office

 

(r) “Ordinary Resolution” and “Special Resolution” shall have the
meanings assigned thereto by Section 114 of the Act.

Ordinary and Special Resolution

 

(s) “Person” shall be deemed to include corporations and firms as
well as individuals.

Person

 

(t) “Proxy” means an instrument whereby any person is authorized
to vote for a member at General Meeting or Poll and includes
attorney duly constituted under the power of attorney.

Proxy

 

(u) “The Register of Members” means the Register of Members to be
kept pursuant to Section 88(1) (a) of the Act.

Register of Members

 

(v) “Seal” means the common seal for the time being of the
Company.

Seal

 

(w

“Special Resolution” shall have the meanings assigned to it by
Section 114of the Act.

Special Resolution

 

(x) Words importing the Singular number include where the context
admits or requires the plural number and vice versa.

Singular number

 

(y) “The Statutes” means the Companies Act, 2013and every other
Act for the time being in force affecting the Company.

Statutes

 

(z) “These presents” means the Memorandum of Association and the
Articles of Association as originally framed or as altered from
time to time.

These presents

 

(aa) “Variation” shall include abrogation; and “vary” shall include
abrogate.

Variation

 

(bb) “Year” means the calendar year and “Financial Year” shall have
the meaning assigned thereto by Section 2(41) of the Act.

Year and Financial Year

 

Save as aforesaid any words and expressions contained in these
Articles shall bear the same meanings as in the Act or any statutory
modifications thereof for the time being in force.

Expressions in the Act to bear
the same meaning in Articles

 

CAPITAL

 

a) The Authorized Share Capital of the Company shall be such
amount as may be mentioned in Clause V of Memorandum of
Association of the Company from time to time.

Authorized Capital.

 

b) The minimum paid up Share capital of the Company shall be
Rs.5,00,000/- or such other higher sum as may be prescribed in
the Act from time to time.

 

The Company may in General Meeting from time to time by Ordinary
Resolution increase its capital by creation of new Shares which may
be unclassified and may be classified at the time of issue in one or
more classes and of such amount or amounts as may be deemed
expedient. The new Shares shall be issued upon such terms and
conditions and with such rights and privileges annexed thereto as the
resolution shall prescribe and in particular, such Shares may be issued
with a preferential or qualified right to dividends and in the
distribution of assets of the Company and with a right of voting at
General Meeting of the Company in conformity with Section 47 of
the Act. Whenever the capital of the Company has been increased
under the provisions of this Article the Directors shall comply with
the provisions of Section 64of the Act.

Increase of capital by the
Company how carried into effect

 

 

 

Except so far as otherwise provided by the conditions of issue or by
these Presents, any capital raised by the creation of new Shares shall
be considered as part of the existing capital, and shall be subject to the
provisions herein contained, with reference to the payment of calls
and installments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.

 

New Capital same as existing
capital

 

197

 
 

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12.

The Company may exercise the powers of issuing sweat equity shares
conferred by Section 54 of the Act of a class of shares already issued
subject to such conditions as may be specified in that sections and
rules framed thereunder.

Issue of Sweat Equity Shares

 

13.

The Company may issue shares to Employees including its Directors
other than independent directors and such other persons as the rules
may allow, under Employee Stock Option Scheme (ESOP) or any
other scheme, if authorized by a Special Resolution of the Company
in general meeting subject to the provisions of the Act, the Rules and
applicable guidelines made there under, by whatever name called.

ESOP

 

14.

Notwithstanding anything contained in these articles but subject to the
provisions of sections 68 to 70 and any other applicable provision of
the Act or any other law for the time being in force, the company may
purchase its own shares or other specified securities.

Buy Back of shares

 

15.

Subject to the provisions of Section 61of the Act, the Company in
general meeting may, from time to time, sub-divide or consolidate all
or any of the share capital into shares of larger amount than its existing
share or sub-divide its shares, or any of them into shares of smaller
amount than is fixed by the Memorandum; subject nevertheless, to the
provisions of clause (d) of sub-section (1) of Section 61; Subject as
aforesaid the Company in general meeting may also cancel shares
which have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares
so cancelled.

Consolidation, Sub-Division And
Cancellation

 

16.

Subject to compliance with applicable provision of the Act and rules
framed thereunder the company shall have power to issue depository
receipts in any foreign country.

Issue of Depository Receipts

 

17.

Subject to compliance with applicable provision of the Act and rules
framed thereunder the company shall have power to issue any kind of
securities as permitted to be issued under the Act and rules framed
thereunder.

Issue of Securities

 

MODIFICATION OF CLASS RIGHTS

 

18.

(a) If at any time the share capital, by reason of the issue of Preference
Shares or otherwise is divided into different classes of shares, all or
any of the rights privileges attached to any class (unless otherwise
provided by the terms of issue of the shares of the class) may, subject
to the provisions of Section 48 of the Act and whether or not the
Company is being wound-up, be varied, modified or dealt, with the
consent in writing of the holders of not less than three-fourths of the
issued shares of that class or with the sanction of a Special Resolution
passed at a separate general meeting of the holders of the shares of
that class. The provisions of these Articles relating to general
meetings shall mutatis mutandis apply to every such separate class of
meeting.

Provided that if variation by one class of shareholders affects the
rights of any other class of shareholders, the consent of three-fourths
of such other class of shareholders shall also be obtained and the
provisions of this section shall apply to such variation.

Modification of rights

 

(b) The rights conferred upon the holders of the Shares including
Preference Share, if any) of any class issued with preferred or other
rights or privileges shall, unless otherwise expressly provided by the
terms of the issue of shares of that class, be deemed not to be
modified, commuted, affected, abrogated, dealt with or varied by the
creation or issue of further shares ranking pari passu therewith.

New Issue of Shares not to affect
rights attached to existing shares
of that class.

 

 

19.

 

Subject to the provisions of Section 62 of the Act and these Articles,
the shares in the capital of the company for the time being shall be
under the control of the Directors who may issue, allot or otherwise
dispose of the same or any of them to such persons, in such proportion
and on such terms and conditions and either at a premium or at par
and at such time as they may from time to time think fit and with the

 

Shares at the disposal of the
Directors.

 

199

 
 

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Particulars

 

sanction of the company in the General Meeting to give to any person
or persons the option or right to call for any shares either at par or
premium during such time and for such consideration as the Directors
think fit, and may issue and allot shares in the capital of the company
on payment in full or part of any property sold and transferred or for
any services rendered to the company in the conduct of its business
and any shares which may so be allotted may be issued as fully paid
up shares and if so issued, shall be deemed to be fully paid shares.

 

20.

The Company may issue shares or other securities in any manner
whatsoever including by way of a preferential offer, to any persons
whether or not those persons include the persons referred to in clause
(a) or clause (b) of sub-section (1) of section 62 subject to compliance
with section 42 and 62 of the Act and rules framed thereunder.

Power to issue shares on

preferential basis.

 

24.

The shares in the capital shall be numbered progressively according
to their several denominations, and except in the manner hereinbefore
mentioned no share shall be sub-divided. Every forfeited or
surrendered share shall continue to bear the number by which the
same was originally distinguished.

Shares should be Numbered
progressively and no share to be
subdivided.

 

22.

An application signed by or on behalf of an applicant for shares in the
Company, followed by an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these Articles, and every
person who thus or otherwise accepts any shares and whose name is
on the Register shall for the purposes of these Articles, be a Member.

Acceptance of Shares.

 

23.

Subject to the provisions of the Act and these Articles, the Directors
may allot and issue shares in the Capital of the Company as payment
or part payment for any property (including goodwill of any business)
sold or transferred, goods or machinery supplied or for services
rendered to the Company either in or about the formation or
promotion of the Company or the conduct of its business and any
shares which may be so allotted may be issued as fully paid-up or
partly paid-up otherwise than in cash, and if so issued, shall be
deemed to be fully paid-up or partly paid-up shares as aforesaid.

Directors may allot shares as full
paid-up

 

24.

The money (if any) which the Board shall on the allotment of any
shares being made by them, require or direct to be paid by way of
deposit, call or otherwise, in respect of any shares allotted by them
shall become a debt due to and recoverable by the Company from the
allottee thereof, and shall be paid by him, accordingly.

Deposit and call etc.to be a debt
payable immediately.

 

25.

Every Member, or his heirs, executors, administrators, or legal
representatives, shall pay to the Company the portion of the Capital
represented by his share or shares which may, for the time being,
remain unpaid thereon, in such amounts at such time or times, and in
such manner as the Board shall, from time to time in accordance with
the Company’s regulations, require on date fixed for the payment
thereof.

Liability of Members.

 

26.

Shares may be registered in the name of any limited company or other
corporate body but not in the name of a firm, an insolvent person or a
person of unsound mind.

Registration of Shares.

 

RETURN ON ALLOTMENTS TO BE MADE OR
RESTRICTIONS ON ALLOTMENT

 

27.

The Board shall observe the restrictions as regards allotment of shares
to the public, and as regards return on allotments contained in
Sections39of the Act

 

CERTIFICATES

 

 

28.

 

(a) Every member shall be entitled, without payment, to one or more
certificates in marketable lots, for all the shares of each class or
denomination registered in his name, or if the Directors so approve
(upon paying such fee as provided in the relevant laws) to several
certificates, each for one or more of such shares and the company shall
complete and have ready for delivery such certificates within two
months from the date of allotment, unless the conditions of issue

 

Share Certificates.

 

200

 
 

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Particulars

 

thereof otherwise provide, or within one month of the receipt of
application for registration of transfer, transmission, sub-division,
consolidation or renewal of any of its shares as the case may be. Every
certificate of shares shall be under the seal of the company and shall
specify the number and distinctive numbers of shares in respect of
which it is issued and amount paid-up thereon and shall be in such
form as the directors may prescribe or approve, provided that in
respect of a share or shares held jointly by several persons, the
company shall not be bound to issue more than one certificate and
delivery of a certificate of shares to one of several joint holders shall
be sufficient delivery to all such holder. Such certificate shall be
issued only in pursuance of a resolution passed by the Board and on
surrender to the Company of its letter of allotment or its fractional
coupons of requisite value, save in cases of issues against letter of
acceptance or of renunciation or in cases of issue of bonus shares.
Every such certificate shall be issued under the seal of the Company,
which shall be affixed in the presence of two Directors or persons
acting on behalf of the Directors under a duly registered power of
attorney and the Secretary or some other person appointed by the
Board for the purpose and two Directors or their attorneys and the
Secretary or other person shall sign the share certificate, provided that
if the composition of the Board permits of it, at least one of the
aforesaid two Directors shall be a person other than a Managing or
whole-time Director. Particulars of every share certificate issued shall
be entered in the Register of Members against the name of the person,
to whom it has been issued, indicating the date of issue.

(b) Any two or more joint allottees of shares shall, for the purpose of
this Article, be treated as a single member, and the certificate of any
shares which may be the subject of joint ownership, may be delivered
to anyone of such joint owners on behalf of all of them. For any
further certificate the Board shall be entitled, but shall not be bound,
to prescribe a charge not exceeding Rupees Fifty. The Company shall
comply with the provisions of Section 39 of the Act.

(c) A Director may sign a share certificate by affixing his signature
thereon by means of any machine, equipment or other mechanical
means, such as engraving in metal or lithography, but not by means
of a rubber stamp provided that the Director shall be responsible for
the safe custody of such machine, equipment or other material used
for the purpose.

 

 

29.

 

If any certificate be worn out, defaced, mutilated or torn or if there be
no further space on the back thereof for endorsement of transfer, then
upon production and surrender thereof to the Company, a new
Certificate may be issued in lieu thereof, and if any certificate lost or
destroyed then upon proof thereof to the satisfaction of the company
and on execution of such indemnity as the company deem adequate,
being given, a new Certificate in lieu thereof shall be given to the
party entitled to such lost or destroyed Certificate. Every Certificate
under the Article shall be issued without payment of fees if the
Directors so decide, or on payment of such fees (not exceeding
Rs.50/- for each certificate) as the Directors shall prescribe. Provided
that no fee shall be charged for issue of new certificates in
replacement of those which are old, defaced or worn out or where
there is no further space on the back thereof for endorsement of
transfer.

Provided that notwithstanding what is stated above the Directors shall
comply with such Rules or Regulation or requirements of any Stock
Exchange or the Rules made under the Act or the rules made under

 

Issue of new certificates in place
of those defaced, lost or
destroyed.

 

201

 
 

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Particulars

 

Securities Contracts (Regulation) Act, 1956, or any other Act, or rules
applicable in this behalf.

The provisions of this Article shall mutatis mutandis apply to
debentures of the Company.

 

30.

(a) If any share stands in the names of two or more persons, the person
first named in the Register shall as regard receipts of dividends or
bonus or service of notices and all or any other matter connected with
the Company except voting at meetings, and the transfer of the shares,
be deemed sole holder thereof but the joint-holders of a share shall be
severally as well as jointly liable for the payment of all calls and other
payments due in respect of such share and for all incidentals thereof
according to the Company’s regulations.

The first named joint holder
deemed Sole holder.

 

(b) The Company shall not be bound to register more than three
persons as the joint holders of any share.

Maximum number
holders.

of joint

 

31.

Except as ordered by a Court of competent jurisdiction or as by law
required, the Company shall not be bound to recognise any equitable,
contingent, future or partial interest in any share, or (except only as is
by these Articles otherwise expressly provided) any right in respect
of a share other than an absolute right thereto, in accordance with
these Articles, in the person from time to time registered as the holder
thereof but the Board shall be at liberty at its sole discretion to register
any share in the joint names of any two or more persons or the
survivor or survivors of them.

Company not bound to recognise
any interest in share other than
that of registered holders.

 

32.

If by the conditions of allotment of any share the whole or part of the
amount or issue price thereof shall be payable by installment, every
such installment shall when due be paid to the Company by the person
who for the time being and from time to time shall be the registered
holder of the share or his legal representative.

Installment on shares to be duly
paid.

 

UNDERWRITING AND BROKERAGE

 

33.

Subject to the provisions of Section 40 (6) of the Act, the Company
may at any time pay a commission to any person in consideration of
his subscribing or agreeing, to subscribe (whether absolutely or
conditionally) for any shares or debentures in the Company, or
procuring, or agreeing to procure subscriptions (whether absolutely or
conditionally) for any shares or debentures in the Company but so that
the commission shall not exceed the maximum rates laid down by the
Act and the rules made in that regard. Such commission may be
satisfied by payment of cash or by allotment of fully or partly paid
shares or partly in one way and partly in the other.

Commission

 

34.

The Company may pay on any issue of shares and debentures such
brokerage as may be reasonable and lawful.

Brokerage

 

CALLS

 

35.

(1) The Board may, from time to time, subject to the terms on which
any shares may have been issued and subject to the conditions of
allotment, by a resolution passed at a meeting of the Board and not by
a circular resolution, make such calls as it thinks fit, upon the
Members in respect of all the moneys unpaid on the shares held by
them respectively and each Member shall pay the amount of every
call so made on him to the persons and at the time and places
appointed by the Board.

(2) A call may be revoked or postponed at the discretion of the Board.
(3) A call may be made payable by installments.

Directors may make calls

 

36.

Fifteen days’ notice in writing of any call shall be given by the
Company specifying the time and place of payment, and the person
or persons to whom such call shall be paid.

Notice of Calls

 

 

37.

 

A call shall be deemed to have been made at the time when the
resolution of the Board of Directors authorising such call was passed
and may be made payable by the members whose names appear on
the Register of Members on such date or at the discretion of the
Directors on such subsequent date as may be fixed by Directors.

 

Calls to date from resolution.

 

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38.

Whenever any calls for further share capital are made on shares, such
calls shall be made on uniform basis on all shares falling under the
same class. For the purposes of this Article shares of the same nominal
value of which different amounts have been paid up shall not be
deemed to fall under the same class.

Calls on uniform basis.

 

39.

The Board may, from time to time, at its discretion, extend the time
fixed for the payment of any call and may extend such time as to all
or any of the members who on account of the residence at a distance
or other cause, which the Board may deem fairly entitled to such
extension, but no member shall be entitled to such extension save as
a matter of grace and favour.

Directors may extend time.

 

40.

If any Member fails to pay any call due from him on the day appointed
for payment thereof, or any such extension thereof as aforesaid, he
shall be liable to pay interest on the same from the day appointed for
the payment thereof to the time of actual payment at such rate as shall
from time to time be fixed by the Board not exceeding 21% per annum
but nothing in this Article shall render it obligatory for the Board to
demand or recover any interest from any such member.

Calls to carry interest.

 

41.

If by the terms of issue of any share or otherwise any amount is made
payable at any fixed time or by installments at fixed time (whether on
account of the amount of the share or by way of premium) every such
amount or installment shall be payable as if it were a call duly made
by the Directors and of which due notice has been given and all the
provisions herein contained in respect of calls shall apply to such
amount or installment accordingly.

Sums deemed to be calls.

 

42.

On the trial or hearing of any action or suit brought by the Company
against any Member or his representatives for the recovery of any
money claimed to be due to the Company in respect of his shares, if
shall be sufficient to prove that the name of the Member in respect of
whose shares the money is sought to be recovered, appears entered on
the Register of Members as the holder, at or subsequent to the date at
which the money is sought to be recovered is alleged to have become
due on the share in respect of which such money is sought to be
recovered in the Minute Books: and that notice of such call was duly
given to the Member or his representatives used in pursuance of these
Articles: and that it shall not be necessary to prove the appointment
of the Directors who made such call, nor that a quorum of Directors
was present at the Board at which any call was made was duly
convened or constituted nor any other matters whatsoever, but the
proof of the matters aforesaid shall be conclusive evidence of the debt.

Proof on trial of suit for money
due on shares.

 

43.

Neither a judgment nor a decree in favour of the Company for calls or
other moneys due in respect of any shares nor any part payment or
satisfaction thereunder nor the receipt by the Company of a portion of
any money which shall from time to time be due from any Member of
the Company in respect of his shares, either by way of principal or
interest, nor any indulgence granted by the Company in respect of the
payment of any such money, shall preclude the Company from
thereafter proceeding to enforce forfeiture of such shares as
hereinafter provided.

Judgment,
payment
forfeiture.

decree, partial
motto proceed for

 

 

44,

 

(a) The Board may, if it thinks fit, receive from any Member willing
to advance the same, all or any part of the amounts of his respective
shares beyond the sums, actually called up and upon the moneys so
paid in advance, or upon so much thereof, from time to time, and at
any time thereafter as exceeds the amount of the calls then made upon
and due in respect of the shares on account of which such advances
are made the Board may pay or allow interest, at such rate as the
member paying the sum in advance and the Board agree upon. The
Board may agree to repay at any time any amount so advanced or may
at any time repay the same upon giving to the Member three months’
notice in writing: provided that moneys paid in advance of calls on

 

Payments in Anticipation of calls
may carry interest

 

203

 
 

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Particulars

 

shares may carry interest but shall not confer a right to dividend or to
participate in profits.

(b) No Member paying any such sum in advance shall be entitled to
voting rights in respect of the moneys so paid by him until the same
would but for such payment become presently payable. The
provisions of this Article shall mutatis mutandis apply to calls on
debentures issued by the Company.

 

LIEN

 

45.

The Company shall have a first and paramount lien upon all the
shares/debentures (other than fully paid-up shares/debentures)
registered in the name of each member (whether solely or jointly with
others) and upon the proceeds of sale thereof for all moneys (whether
presently payable or not) called or payable at a fixed time in respect
of such shares/debentures and no equitable interest in any share shall
be created except upon the footing and condition that this Article will
have full effect. And such lien shall extend to all dividends and
bonuses from time to time declared in respect of such
shares/debentures. Unless otherwise agreed the registration of a
transfer of shares/debentures shall operate as a waiver of the
Company’s lien if any, on such shares/debentures. The Directors may
at any time declare any shares/debentures wholly or in part to be
exempt from the provisions of this clause.

Company to have Lien on shares.

 

46.

For the purpose of enforcing such lien the Directors may sell the
shares subject thereto in such manner as they shall think fit, but no
sale shall be made until such period as aforesaid shall have arrived
and until notice in writing of the intention to sell shall have been
served on such member or the person (if any) entitled by transmission
to the shares and default shall have been made by him in payment,
fulfillment of discharge of such debts, liabilities or engagements for
seven days after such notice. To give effect to any such sale the Board
may authorise some person to transfer the shares sold to the purchaser
thereof and purchaser shall be registered as the holder of the shares
comprised in any such transfer. Upon any such sale as the Certificates
in respect of the shares sold shall stand cancelled and become null and
void and of no effect, and the Directors shall be entitled to issue a new
Certificate or Certificates in lieu thereof to the purchaser or purchasers
concerned.

As to enforcing lien by sale.

 

47.

The net proceeds of any such sale shall be received by the Company
and applied in or towards payment of such part of the amount in
respect of which the lien exists as is presently payable and the residue,
if any, shall (subject to lien for sums not presently payable as existed
upon the shares before the sale) be paid to the person entitled to the
shares at the date of the sale.

Application of proceeds of sale.

 

FORFEITURE AND SURRENDER OF SHARES

 

 

48.

 

If any Member fails to pay the whole or any part of any call or
installment or any moneys due in respect of any shares either by way
of principal or interest on or before the day appointed for the payment
of the same, the Directors may, at any time thereafter, during such
time as the call or installment or any part thereof or other moneys as
aforesaid remains unpaid or a judgment or decree in respect thereof
remains unsatisfied in whole or in part, serve a notice on such Member
or on the person (if any) entitled to the shares by transmission,
requiring him to pay such call or installment of such part thereof or
other moneys as remain unpaid together with any interest that may
have accrued and all reasonable expenses (legal or otherwise) that
may have been accrued by the Company by reason of such non-
payment. Provided that no such shares shall be forfeited if any moneys
shall remain unpaid in respect of any call or installment or any part
thereof as aforesaid by reason of the delay occasioned in payment due
to the necessity of complying with the provisions contained in the

 

If call or installment not paid,
notice maybe given.

 

204

 
 

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Particulars

 

relevant exchange control laws or other applicable laws of India, for
the time being in force.

 

49.

The notice shall name a day (not being less than fourteen days from
the date of notice) and a place or places on and at which such call or
installment and such interest thereon as the Directors shall determine
from the day on which such call or installment ought to have been
paid and expenses as aforesaid are to be paid.

The notice shall also state that, in the event of the non-payment at or
before the time and at the place or places appointed, the shares in
respect of which the call was made or installment is payable will be
liable to be forfeited.

Terms of notice.

 

50.

If the requirements of any such notice as aforesaid shall not be
complied with, every or any share in respect of which such notice has
been given, may at any time thereafter but before payment of all calls
or installments, interest and expenses, due in respect thereof, be
forfeited by resolution of the Board to that effect. Such forfeiture shall
include all dividends declared or any other moneys payable in respect
of the forfeited share and not actually paid before the forfeiture.

On default of payment, shares to
be forfeited.

 

51.

When any shares have been forfeited, notice of the forfeiture shall be
given to the member in whose name it stood immediately prior to the
forfeiture, and an entry of the forfeiture, with the date thereof shall
forthwith be made in the Register of Members.

Notice of forfeiture toa Member

 

52.

Any shares so forfeited, shall be deemed to be the property of the
Company and may be sold, re-allotted, or otherwise disposed of,
either to the original holder thereof or to any other person, upon such
terms and in such manner as the Board in their absolute discretion
shall think fit.

Forfeited shares to be property
of the Company and may be sold
etc.

 

53.

Any Member whose shares have been forfeited shall notwithstanding
the forfeiture, be liable to pay and shall forthwith pay to the Company,
on demand all calls, installments, interest and expenses owing upon
or in respect of such shares at the time of the forfeiture, together with
interest thereon from the time of the forfeiture until payment, at such
rate as the Board may determine and the Board may enforce the
payment of the whole or a portion thereof as if it were a new call made
at the date of the forfeiture, but shall not be under any obligation to
do so.

Members still liable to pay
money owing at time of
forfeiture and interest.

 

54.

The forfeiture shares shall involve extinction at the time of the
forfeiture, of all interest in all claims and demand against the
Company, in respect of the share and all other rights incidental to the
share, except only such of those rights as by these Articles are
expressly saved.

Effect of forfeiture.

 

55.

A declaration in writing that the declarant is a Director or Secretary
of the Company and that shares in the Company have been duly
forfeited in accordance with these articles on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the shares.

Evidence of Forfeiture.

 

56.

The Company may receive the consideration, if any, given for the
share on any sale, re-allotment or other disposition thereof and the
person to whom such share is sold, re-allotted or disposed of may be
registered as the holder of the share and he shall not be bound to see
to the application of the consideration: if any, nor shall his title to the
share be affected by any irregularly or invalidity in the proceedings in
reference to the forfeiture, sale, re-allotment or other disposal of the
shares.

Title of purchaser and allottee of
Forfeited shares.

 

 

57.

 

Upon any sale, re-allotment or other disposal under the provisions of
the preceding Article, the certificate or certificates originally issued
in respect of the relative shares shall (unless the same shall on demand
by the Company have been previously surrendered to it by the
defaulting member) stand cancelled and become null and void and of
no effect, and the Directors shall be entitled to issue a duplicate

 

Cancellation of share certificate
in respect of forfeited shares.

 

205

 
 

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Particulars

 

certificate or certificates in respect of the said shares to the person or
persons entitled thereto.

 

58.

In the meantime and until any share so forfeited shall be sold, re-
allotted, or otherwise dealt with as aforesaid, the forfeiture thereof
may, at the discretion and by a resolution of the Directors, be remitted
as a matter of grace and favour, and not as was owing thereon to the
Company at the time of forfeiture being declared with interest for the
same unto the time of the actual payment thereof if the Directors shall
think fit to receive the same, or on any other terms which the Director
may deem reasonable.

Forfeiture may be remitted.

 

59.

Upon any sale after forfeiture or for enforcing a lien in purported
exercise of the powers hereinbefore given, the Board may appoint
someperson to execute an instrument of transfer of the Shares sold
and cause the purchaser's name to be entered in the Register of
Members in respect of the Shares sold, and the purchasers shall not
be bound to see to the regularity of the proceedings or to the
application of the purchase money, and after his name has been
entered in the Register of Members in respect of such Shares, the
validity of the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale shall be in damages only
and against the Company exclusively.

Validity of sale

 

60.

The Directors may, subject to the provisions of the Act, accept a
surrender of any share from or by any Member desirous of
surrendering on such terms the Directors may think fit.

Surrender of shares.

 

TRANSFER AND TRANSMISSION OF SHARES

 

61.

(a) Subject to provisions of Article 82, the instrument of transfer of
any share in or debenture of the Company shall be executed by or on
behalf of both the transferor and transferee.

(b) The transferor shall be deemed to remain a holder of the share or
debenture until the name of the transferee is entered in the Register of
Members or Register of Debenture holders in respect thereof.

Execution of the instrument of
shares.

 

62.

Subject to provisions of Article 82, the instrument of transfer of any
share or debenture shall be in writing and all the provisions of Section
56 and statutory modification thereof including other applicable
provisions of the Act shall be duly complied with in respect of all
transfers of shares or debenture and registration thereof.

The instrument of transfer shall be in a common form approved by the
Exchange;

Transfer Form.

 

63.

The Company shall not register a transfer in the Company other than
the transfer between persons both of whose names are entered as
holders of beneficial interest in the records of a depository and shares
under transfer are in dematerialized form and a proper instrument of
transfer is delivered through depository participant. provided further
that nothing in this Article shall prejudice any power of the Company
to register as shareholder any person to whom the right to any shares
in the Company has been transmitted by operation of law.

Transfer not to be registered
except in dematerialized form
and on production of instrument
of transfer.

 

64.

Subject to the provisions of Section 58 of the Act and Section 22A of
the Securities Contracts (Regulation) Act, 1956, the Directors may,
decline to register—

any transfer of shares on which the company has a lien.

That registration of transfer shall however not be refused on the
ground of the transferor being either alone or jointly with any other
person or persons indebted to the Company on any account
whatsoever;

Directors may refuse to register
transfer.

 

 

65.

 

If the Company refuses to register the transfer of any share or
transmission of any right therein, the Company shall within one
month from the date on which the instrument of transfer or intimation
of transmission was lodged with the Company, send notice of refusal
to the transferee and transferor or to the person giving intimation of

 

Notice of refusal to be given to
transferor and transferee.

 

206

 
 

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Particulars

 

the transmission, as the case may be, and there upon the provisions of
Section 56 of the Act or any statutory modification thereof for the
time being in force shall apply.

 

66.

No fee shall be charged for registration of transfer, transmission,
Probate, Succession Certificate and letter of administration,
Certificate of Death or Marriage, Power of Attorney or similar other
document with the Company.

No fee on transfer.

 

67.

The Board of Directors shall have power on giving not less than seven
days pervious notice in accordance with section 91 and rules made
thereunder close the Register of Members and/or the Register of
debentures holders and/or other security holders at such time or times
and for such period or periods, not exceeding thirty days at a time,
and not exceeding in the aggregate forty five days at a time, and not
exceeding in the aggregate forty five days in each year as it may seem
expedient to the Board.

Closure of Register of Members
or debenture holder or other
security holders.

 

68.

The instrument of transfer shall after registration be retained by the
Company and shall remain in its custody. All instruments of transfer
which the Directors may decline to register shall on demand be
returned to the persons depositing the same. The Directors may cause
to be destroyed all the transfer deeds with the Company after such
period as they may determine.

Custody of transfer Deeds.

 

69.

Where an application of transfer relates to partly paid shares, the
transfer shall not be registered unless the Company gives notice of the
application to the transferee and the transferee makes no objection to
the transfer within two weeks from the receipt of the notice.

Application for transfer of partly
paid shares.

 

70.

For this purpose the notice to the transferee shall be deemed to have
been duly given if it is dispatched by prepaid registered post/speed
post/ courier to the transferee at the address given in the instrument of
transfer and shall be deemed to have been duly delivered at the time
at which it would have been delivered in the ordinary course of post.

Notice to transferee.

 

71.

(a) On the death of a Member, the survivor or survivors, where the
Member was a joint holder, and his nominee or nominees or legal
representatives where he was a sole holder, shall be the only person
recognized by the Company as having any title to his interest in the
shares.

(b) Before recognising any executor or administrator or legal
representative, the Board may require him to obtain a Grant of Probate
or Letters Administration or other legal representation as the case may
be, from some competent court in India.

Provided nevertheless that in any case where the Board in its absolute
discretion thinks fit, it shall be lawful for the Board to dispense with
the production of Probate or letter of Administration or such other
legal representation upon such terms as to indemnity or otherwise, as
the Board in its absolute discretion, may consider adequate

(c) Nothing in clause (a) above shall release the estate of the deceased
joint holder from any liability in respect of any share which had been
jointly held by him with other persons.

Recognition of
representative.

legal

 

 

72.

 

The Executors or Administrators of a deceased Member or holders of
a Succession Certificate or the Legal Representatives in respect of the
Shares of a deceased Member (not being one of two or more joint
holders) shall be the only persons recognized by the Company as
having any title to the Shares registered in the name of such Members,
and the Company shall not be bound to recognize such Executors or
Administrators or holders of Succession Certificate or the Legal
Representative unless such Executors or Administrators or Legal
Representative shall have first obtained Probate or Letters of
Administration or Succession Certificate as the case may be from a

 

Titles of Shares of deceased
Member

 

207

 
 

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Particulars

 

duly constituted Court in the Union of India provided that in any case
where the Board of Directors in its absolute discretion thinks fit, the
Board upon such terms as to indemnity or otherwise as the Directors
may deem proper dispense with production of Probate or Letters of
Administration or Succession Certificate and register Shares standing
in the name of a deceased Member, as a Member. However,
provisions of this Article are subject to Sections 72of the Companies
Act.

 

73.

Where, in case of partly paid Shares, an application for registration is
made by the transferor, the Company shall give notice of the
application to the transferee in accordance with the provisions of
Section 56 of the Act.

Notice of application when to be
given

 

74.

Subject to the provisions of the Act and these Articles, any person
becoming entitled to any share in consequence of the death, lunacy,
bankruptcy, insolvency of any member or by any lawful means other
than by a transfer in accordance with these presents, may, with the
consent of the Directors (which they shall not be under any obligation
to give) upon producing such evidence that he sustains the character
in respect of which he proposes to act under this Article or of this title
as the Director shall require either be registered as member in respect
of such shares or elect to have some person nominated by him and
approved by the Directors registered as Member in respect of such
shares; provided nevertheless that if such person shall elect to have
his nominee registered he shall testify his election by executing in
favour of his nominee an instrument of transfer in accordance so he
shall not be freed from any liability in respect of such shares. This
clause is hereinafter referred to as the ‘Transmission Clause’.

Registration of persons entitled
to share otherwise than by
transfer (transmission clause).

 

1.

Subject to the provisions of the Act and these Articles, the Directors
shall have the same right to refuse or suspend register a person entitled
by the transmission to any shares or his nominee as if he were the
transferee named in an ordinary transfer presented for registration.

Refusal to register nominee.

 

76.

Every transmission of a share shall be verified in such manner as the
Directors may require and the Company may refuse to register any
such transmission until the same be so verified or until or unless an
indemnity be given to the Company with regard to such registration
which the Directors at their discretion shall consider sufficient,
provided nevertheless that there shall not be any obligation on the
Company or the Directors to accept any indemnity.

Board may require evidence of
transmission.

 

77.

The Company shall incur no liability or responsibility whatsoever in
consequence of its registering or giving effect to any transfer of shares
made, or purporting to be made by any apparent legal owner thereof
(as shown or appearing in the Register or Members) to the prejudice
of persons having or claiming any equitable right, title or interest to
or in the same shares notwithstanding that the Company may have had
notice of such equitable right, title or interest or notice prohibiting
registration of such transfer, and may have entered such notice or
referred thereto in any book of the Company and the Company shall
not be bound or require to regard or attend or give effect to any notice
which may be given to them of any equitable right, title or interest, or
be under any liability whatsoever for refusing or neglecting so to do
though it may have been entered or referred to in some book of the
Company but the Company shall nevertheless be at liberty to regard
and attend to any such notice and give effect thereto, if the Directors
shall so think fit.

Company not liable for
disregard of a notice prohibiting
registration of transfer.

 

 

78.

 

In the case of any share registered in any register maintained outside
India the instrument of transfer shall be in a form recognized by the
law of the place where the register is maintained but subject thereto
shall be as near to the form prescribed in Form no. SH-4 hereof as
circumstances permit.

 

Form of transfer Outside India.

 

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Particulars

 

79.

No transfer shall be made to any minor, insolvent or person of
unsound mind.

No transfer to insolvent etc.

 

NOMINATION

 

80.

i) Notwithstanding anything contained in the articles, every holder of
securities of the Company may, at any time, nominate a person in
whom his/her securities shall vest in the event of his/her death and the
provisions of Section 72 of the Companies Act, 2013shall apply in
respect of such nomination.

ii) No person shall be recognized by the Company as a nominee unless
an intimation of the appointment of the said person as nominee has
been given to the Company during the lifetime of the holder(s) of the
securities of the Company in the manner specified under Section 72
of the Companies Act, 2013 read with Rule 19 of the Companies
(Share Capital and Debentures) Rules, 2014

iii) The Company shall not be in any way responsible for transferring
the securities consequent upon such nomination.

iv) If the holder(s) of the securities survive(s) nominee, then the
nomination made by the holder(s) shall be of no effect and shall
automatically stand revoked.

Nomination

 

81.

A nominee, upon production of such evidence as may be required by

the Board and subject as hereinafter provided, elect, either-

(i) to be registered himself as holder of the security, as the case may
be; or

(ii) to make such transfer of the security, as the case may be, as the
deceased security holder, could have made;

(iii) if the nominee elects to be registered as holder of the security,
himself, as the case may be, he shall deliver or send to the
Company, a notice in writing signed by him stating that he so
elects and such notice shall be accompanied with the death
certificate of the deceased security holder as the case may be;

(iv) a nominee shall be entitled to the same dividends and other
advantages to which he would be entitled to, if he were the
registered holder of the security except that he shall not, before
being registered as a member in respect of his security, be entitled
in respect of it to exercise any right conferred by membership in
relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring
any such person to elect either to be registered himself or to transfer
the share or debenture, and if the notice is not complied with within
ninety days, the Board may thereafter withhold payment of all
dividends, bonuses or other moneys payable or rights accruing in
respect of the share or debenture, until the requirements of the notice
have been complied with.

Transmission of Securities by
nominee

 

DEMATERIALISATION OF SHARES

 

82.

Subject to the provisions of the Act and Rules made thereunder the
Company will offer its members facility to hold securities issued by
it in dematerialized form.

All the fresh securities to be issued by the company will be in
dematerialized form.

Any person seeking transfer of shares, shall first get his / her shares
dematerialized before execution of instrument of transfer.

Dematerialisation of Securities

 

 

 

JOINT HOLDER

 

 

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83.

Where two or more persons are registered as the holders of any share
they shall be deemed to hold the same as joint Shareholders with
benefits of survivorship subject to the following and other provisions
contained in these Articles.

Joint Holders

 

84.

(a) The Joint holders of any share shall be liable severally as well as
jointly for and in respect of all calls and other payments which ought
to be made in respect of such share.

Joint and several liabilities for
all payments in respect of shares.

 

(b) on the death of any such joint holders the survivor or survivors
shall be the only person recognized by the Company as having any
title to the share but the Board may require such evidence of death as
it may deem fit and nothing herein contained shall be taken to release
the estate of a deceased joint holder from any liability of shares held
by them jointly with any other person;

Title of survivors.

 

(c) Any one of two or more joint holders of a share may give effectual
receipts of any dividends or other moneys payable in respect of share;
and

Receipts of one sufficient.

 

(d) only the person whose name stands first in the Register of
Members as one of the joint holders of any share shall be entitled to
delivery of the certificate relating to such share or to receive
documents from the Company and any such document served on or
sent to such person shall deemed to be service on all the holders.

Delivery of certificate and giving
of notices to first named holders.

 

SHARE WARRANTS

 

85.

The Company may issue warrants subject to and in accordance with
provisions of the Act and accordingly the Board may in its discretion
with respect to any Share which is fully paid upon application in
writing signed by the persons registered as holder of the Share, and
authenticated by such evidence(if any) as the Board may, from time
to time, require as to the identity of the persons signing the application
and on receiving the certificate (if any) of the Share, and the amount
of the stamp duty on the warrant and such fee as the Board may, from
time to time, require, issue a share warrant.

Power to issue share warrants

 

86.

(a) The bearer of a share warrant may at any time deposit the warrant
at the Office of the Company, and so long as the warrant remains so
deposited, the depositor shall have the same right of signing a
requisition for call in a meeting of the Company, and of attending and
voting and exercising the other privileges of a Member at any meeting
held after the expiry of two clear days from the time of deposit, as if
his name were inserted in the Register of Members as the holder of
the Share included in the deposit warrant.

(b) Not more than one person shall be recognized as depositor of the
Share warrant.

(c) The Company shall, on two day's written notice, return the
deposited share warrant to the depositor.

Deposit of share warrants

 

87.

(a) Subject as herein otherwise expressly provided, no person, being
a bearer of a share warrant, shall sign a requisition for calling a
meeting of the Company or attend or vote or exercise any other
privileges of a Member at a meeting of the Company, or be entitled to
receive any notice from the Company.

(b) The bearer of a share warrant shall be entitled in all other respects
to the same privileges and advantages as if he were named in the
Register of Members as the holder of the Share included in the
warrant, and he shall be a Member of the Company.

Privileges and disabilities of the
holders of share warrant

 

88.

The Board may, from time to time, make bye-laws as to terms on
which (if it shall think fit), a new share warrant or coupon may be
issued by way of renewal in case of defacement, loss or destruction.

Issue of new share warrant
coupons

 

 

 

CONVERSION OF SHARES INTO STOCK

 

 

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89.

The Company may, by ordinary resolution in General Meeting.

a) convert any fully paid-up shares into stock; and

b) re-convert any stock into fully paid-up shares of any
denomination.

Conversion of shares into stock
or reconversion.

 

90.

The holders of stock may transfer the same or any part thereof in the
same manner as and subject to the same regulation under which the
shares from which the stock arose might before the conversion have
been transferred, or as near thereto as circumstances admit, provided
that, the Board may, from time to time, fix the minimum amount of
stock transferable so however that such minimum shall not exceed the
nominal amount of the shares from which the stock arose.

Transfer of stock.

 

91.

The holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards
dividends, participation in profits, voting at meetings of the Company,
and other matters, as if they hold the shares for which the stock arose
but no such privilege or advantage shall be conferred by an amount
of stock which would not, if existing in shares , have conferred that
privilege or advantage.

Rights of stockholders.

 

92.

Such of the regulations of the Company (other than those relating to
share warrants), as are applicable to paid up share shall apply to stock
and the words “share” and “shareholders” in those regulations shall
include “stock” and “stockholders” respectively.

Regulations.

 

BORROWING POWERS

 

93.

Subject to the provisions of the Act and these Articles, the Board may,
from time to time at its discretion, by a resolution passed at a meeting
of the Board generally raise or borrow money by way of deposits,
loans, overdrafts, cash credit or by issue of bonds, debentures or
debenture-stock (perpetual or otherwise) or in any other manner, or
from any person, firm, company, co-operative society, anybody
corporate, bank, institution, whether incorporated in India or abroad,
Government or any authority or any other body for the purpose of the
Company and may secure the payment of any sums of money so
received, raised or borrowed; provided that the total amount borrowed
by the Company (apart from temporary loans obtained from the
Company’s Bankers in the ordinary course of business) shall not
without the consent of the Company in General Meeting exceed the
aggregate of the paid up capital of the Company and its free reserves
that is to say reserves not set apart for any specified purpose.

Power to borrow.

 

94.

Subject to the provisions of the Act and these Articles, any bonds,
debentures, debenture-stock or any other securities may be issued at
a discount, premium or otherwise and with any special privileges and
conditions as to redemption, surrender, allotment of shares,
appointment of Directors or otherwise; provided that debentures with
the right to allotment of or conversion into shares shall not be issued
except with the sanction of the Company in General Meeting.

Issue of discount etc. or with
special privileges.

 

 

95.

 

The payment and/or repayment of moneys borrowed or raised as
aforesaid or any moneys owing otherwise or debts due from the
Company may be secured in such manner and upon such terms and
conditions in all respects as the Board may think fit, and in particular
by mortgage, charter, lien or any other security upon all or any of the
assets or property (both present and future) or the undertaking of the
Company including its uncalled capital for the time being, or by a
guarantee by any Director, Government or third party, and the bonds,
debentures and debenture stocks and other securities may be made
assignable, free from equities between the Company and the person
to whom the same may be issued and also by a similar mortgage,
charge or lien to secure and guarantee, the performance by the
Company or any other person or company of any obligation
undertaken by the Company or any person or Company as the case
may be.

 

Securing payment or repayment
of Moneys borrowed.

 

211

 
 

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Save as aforesaid, and as provided in section 103 of the Act, it shall
not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.

 

105.

In the case of an equality of votes the Chairman shall both on a show
of hands, on a poll (if any) and e-voting, have casting vote in addition
to the vote or votes to which he may be entitled as a Member.

Chairman’s casting vote.

 

106.

Any poll duly demanded on the election of Chairman of the meeting
or any question of adjournment shall be taken at the meeting
forthwith.

In what case poll taken without
adjournment.

 

107.

The demand for a poll except on the question of the election of the
Chairman and of an adjournment shall not prevent the continuance of
a meeting for the transaction of any business other than the question
on which the poll has been demanded.

Demand for poll notto prevent
transaction of other business.

 

VOTES OF MEMBERS

 

108.

No Member shall be entitled to vote either personally or by proxy at
any General Meeting or Meeting of a class of shareholders either upon
a show of hands, upon a poll or electronically, or be reckoned in a
quorum in respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been paid or in
regard to which the Company has exercised, any right or lien.

Members in arrears not to vote.

 

109.

Subject to the provision of these Articles and without prejudice to any
special privileges, or restrictions as to voting for the time being
attached to any class of shares for the time being forming part of the
capital of the company, every Member, not disqualified by the last
preceding Article shall be entitled to be present, and to speak and to
vote at such meeting, and on a show of hands every member present
in person shall have one vote and upon a poll the voting right of every
Member present in person or by proxy shall be in proportion to his
share of the paid-up equity share capital of the Company, Provided,
however, if any preference shareholder is present at any meeting of
the Company, save as provided in sub-section (2) of Section 47 of the
Act, he shall have a right to vote only on resolution placed before the
meeting which directly affect the rights attached to his preference
shares.

Number of votes each member
entitled.

 

110.

On a poll taken at a meeting of the Company a member entitled to
more than one vote or his proxy or other person entitled to vote for
him, as the case may be, need not, if he votes, use all his votes or cast
in the same way all the votes he uses.

Casting of votes by a member
entitled to more than one vote.

 

111.

A member of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, or a minor may vote,
whether on a show of hands or on a poll, by his committee or other
legal guardian, and any such committee or guardian may, on a poll,
vote by proxy.

Vote of member of unsound
mind and of minor

 

112.

Notwithstanding anything contained in the provisions of the
Companies Act, 2013, and the Rules made there under, the Company
may, and in the case of resolutions relating to such business as may
be prescribed by such authorities from time to time, declare to be
conducted only by postal ballot, shall, get any such business/
resolutions passed by means of postal ballot, instead of transacting the
business in the General Meeting of the Company.

Postal Ballot

 

113.

A member may exercise his vote at a meeting by electronic means in
accordance with section 108 and shall vote only once.

E-Voting

 

 

114,

 

(a) In the case of joint holders, the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders. If more than one of the said
persons remain present than the senior shall alone be entitled to speak
and to vote in respect of such shares, but the other or others of the
joint holders shall be entitled to be present at the meeting. Several
executors or administrators of a deceased Member in whose name

 

Votes of joint members.

 

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96.

Any bonds, debentures, debenture-stock or their securities issued or
to be issued by the Company shall be under the control of the Board
who may issue them upon such terms and conditions, and in such
manner and for such consideration as they shall consider to be for the
benefit of the Company.

Bonds, Debentures etc. to be
under the control of the
Directors.

 

97.

If any uncalled capital of the Company is included in or charged by
any mortgage or other security the Directors shall subject to the
provisions of the Act and these Articles make calls on the members in
respect of such uncalled capital in trust for the person in whose favour
such mortgage or security is executed.

Mortgage of uncalled Capital.

 

98.

Subject to the provisions of the Act and these Articles if the Directors
or any of them or any other person shall incur or be about to incur any
liability whether as principal or surely for the payment of any sum
primarily due from the Company, the Directors may execute or cause
to be executed any mortgage, charge or security over or affecting the
whole or any part of the assets of the Company by way of indemnity
to secure the Directors or person so becoming liable as aforesaid from
any loss in respect of such liability.

Indemnity may be given.

 

MEETINGS OF MEMBERS

 

99.

All the General Meetings of the Company other than Annual General
Meetings shall be called Extra-ordinary General Meetings.

Distinction between AGM &
EGM.

 

100.

(a) The Directors may, whenever they think fit, convene an Extra-
Ordinary General Meeting and they shall on requisition of requisition
of Members made in compliance with Section 100 of the Act,
forthwith proceed to convene Extra-Ordinary General Meeting of the
members

Extra-Ordinary General
Meeting by Board and by
requisition

 

(b) If at any time there are not within India sufficient Directors
capable of acting to form a quorum, or if the number of Directors be
reduced in number to less than the minimum number of Directors
prescribed by these Articles and the continuing Directors fail or
neglect to increase the number of Directors to that number or to
convene a General Meeting, any Director or any two or more
Members of the Company holding not less than one-tenth of the total
paid up share capital of the Company may call for an Extra-Ordinary
General Meeting in the same manner as nearly as possible as that in
which meeting may be called by the Directors.

When a Director or any two
Members may call an Extra
Ordinary General Meeting

 

101.

No General Meeting, Annual or Extraordinary shall be competent to
enter upon, discuss or transfer any business which has not been
mentioned in the notice or notices upon which it was convened.

Meeting not to transact business
not mentioned in notice.

 

102.

The Chairman (if any) of the Board of Directors shall be entitled to
take the chair at every General Meeting, whether Annual or
Extraordinary. If there is no such Chairman of the Board of Directors,
or if at any meeting he is not present within fifteen minutes of the time
appointed for holding such meeting or if he is unable or unwilling to
take the chair, then the Members present shall elect another Director
as Chairman, and if no Director be present or if all the Directors
present decline to take the chair then the Members present shall elect
one of the members to be the Chairman of the meeting.

Chairman of General Meeting

 

103.

No business, except the election of a Chairman, shall be discussed at
any General Meeting whilst the Chair is vacant.

Business confined to election of
Chairman whilst chair is vacant.

 

 

104.

 

The Chairperson may, with the consent of any meeting at which a
quorum is present, and shall, if so directed by the meeting, adjourn
the meeting from time to time and from place to place.

No business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the
adjournment took place.

When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.

 

Chairman with consent may
adjourn meeting.

 

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Particulars

 

share stands shall for the purpose of these Articles be deemed joints
holders thereof.

(b) For this purpose, seniority shall be determined by the order in
which the names stand in the register of members.

 

115.

Votes may be given either personally or by attorney or by proxy or in
case of a company, by a representative duly Authorised as mentioned
in Articles

Votes may be given by proxy or
by representative

 

116.

A body corporate (whether a company within the meaning of the Act
or not) may, if it is member or creditor of the Company (including
being a holder of debentures) authorise such person by resolution of
its Board of Directors, as it thinks fit, in accordance with the
provisions of Section 113 of the Act to act as its representative at any
Meeting of the members or creditors of the Company or debentures
holders of the Company. A person authorised by resolution as
aforesaid shall be entitled to exercise the same rights and powers
(including the right to vote by proxy) on behalf of the body corporate
as if it were an individual member, creditor or holder of debentures of
the Company.

 

117.

(a) A member paying the whole or a part of the amount remaining
unpaid on any share held by him although no part of that amount has
been called up, shall not be entitled to any voting rights in respect of
the moneys paid until the same would, but for this payment, become
presently payable.

Representation of a body
corporate.
Members paying money in
advance.

 

(b) A member is not prohibited from exercising his voting rights on
the ground that he has not held his shares or interest in the Company
for any specified period preceding the date on which the vote was
taken.

Members not prohibited if share
not held for any specified period.

 

118.

Any person entitled under Article 73 (transmission clause) to transfer
any share may vote at any General Meeting in respect thereof in the
same manner as if he were the registered holder of such shares,
provided that at least forty-eight hours before the time of holding the
meeting or adjourned meeting, as the case may be at which he
proposes to vote he shall satisfy the Directors of his right to transfer
such shares and give such indemnify (if any) as the Directors may
require or the directors shall have previously admitted his right to vote
at such meeting in respect thereof.

Votes in respect of shares of
deceased or insolvent members.

 

119.

No Member shall be entitled to vote on a show of hands unless such
member is present personally or by attorney or is a body Corporate
present by a representative duly Authorised under the provisions of
the Act in which case such members, attorney or representative may
vote on a show of hands as if he were a Member of the Company. In
the case of a Body Corporate the production at the meeting of a copy
of such resolution duly signed by a Director or Secretary of such Body
Corporate and certified by him as being a true copy of the resolution
shall be accepted by the Company as sufficient evidence of the
authority of the appointment.

No votes by proxy on show of
hands.

 

120.

The instrument appointing a proxy and the power-of-attorney or other
authority, if any, under which it is signed or a notarised copy of that
power or authority, shall be deposited at the registered office of the
company not less than 48 hours before the time forholding the
meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than 24
hours before the time appointed for the taking of the poll; and in
default the instrument of proxy shall not be treated as valid.

Appointment of a Proxy.

 

121.

An instrument appointing a proxy shall be in the form as prescribed
in the rules made under section 105.

Form of proxy.

 

 

122.

 

A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
Member, or revocation of the proxy or of any power of attorney which

 

Validity of votes given by proxy
notwithstanding death of a
member.

 

214

 
 

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Particulars

 

such proxy signed, or the transfer of the share in respect of which the
vote is given, provided that no intimation in writing of the death or
insanity, revocation or transfer shall have been received at the office
before the meeting or adjourned meeting at which the proxy is used.

 

123.

No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is
given or tendered, and every vote not disallowed at such meeting shall
be valid for all purposes.

Time for objections to votes.

 

124,

Any such objection raised to the qualification of any voter in due time
shall be referred to the Chairperson of the meeting, whose decision
shall be final and conclusive.

Chairperson of the Meeting to be
the judge of validity of any vote.

 

DIRECTORS

 

125.

Until otherwise determined by a General Meeting of the Company
and subject to the provisions of Section 149 of the Act, the number of
Directors (including Debenture and Alternate Directors) shall not be
less than three and not more than fifteen. Provided that a company
may appoint more than fifteen directors after passing a special
resolution

Number of Directors

 

126.

A Director of the Company shall not be bound to hold any
Qualification Shares in the Company.

Qualification
shares.

 

127.

(a) Subject to the provisions of the Companies Act, 2013and
notwithstanding anything to the contrary contained in these Articles,
the Board may appoint any person as a director nominated by any
institution in pursuance of the provisions of any law for the time being
in force or of any agreement

(b) The Nominee Director/s so appointed shall not be required to hold
any qualification shares in the Company nor shall be liable to retire
by rotation. The Board of Directors of the Company shall have no
power to remove from office the Nominee Director/s so appointed.
The said Nominee Director/s shall be entitled to the same rights and
privileges including receiving of notices, copies of the minutes, sitting
fees, etc. as any other Director of the Company is entitled.

(c) If the Nominee Director/s is an officer of any of the financial
institution the sitting fees in relation to such nominee Directors shall
accrue to such financial institution and the same accordingly be paid
by the Company to them. The Financial Institution shall be entitled to
depute observer to attend the meetings of the Board or any other
Committee constituted by the Board.

(d) The Nominee Director/s shall, notwithstanding anything to the
Contrary contained in these Articles, be at liberty to disclose any
information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.

Nominee Directors.

 

128.

The Board may appoint an Alternate Director to act for a Director
(hereinafter called “The Original Director”) during his absence for a
period of not less than three months from India. An Alternate Director
appointed under this Article shall not hold office for period longer
than that permissible to the Original Director in whose place he has
been appointed and shall vacate office if and when the Original
Director returns to India. If the term of Office of the Original Director
is determined before he so returns to India, any provision in the Act
or in these Articles for the automatic re-appointment of retiring
Director in default of another appointment shall apply to the Original
Director and not to the Alternate Director.

Appointment of alternate

Director.

 

129.

Subject to the provisions of the Act, the Board shall have power at
any time and from time to time to appoint any other person to be an
Additional Director. Any such Additional Director shall hold office
only upto the date of the next Annual General Meeting.

Additional Director

 

 

130.

 

Subject to the provisions of the Act, the Board shall have power at
any time and from time to time to appoint a Director, if the office of
any director appointed by the company in general meeting is vacated

 

Directors power to fill casual
vacancies.

 

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Particulars

 

before his term of office expires in the normal course, who shall hold
office only upto the date upto which the Director in whose place he is
appointed would have held office if it had not been vacated by him.

 

131.

Until otherwise determined by the Company in General Meeting, each
Director other than the Managing/Whole-time Director (unless
otherwise specifically provided for) shall be entitled to sitting fees not
exceeding a sum prescribed in the Act (as may be amended from time
to time) for attending meetings of the Board or Committees thereof.

Sitting Fees.

 

132.

The Board of Directors may subject to the limitations provided in the
Act allow and pay to any Director who attends a meeting at a place
other than his usual place of residence for the purpose of attending a
meeting, such sum as the Board may consider fair, compensation for
travelling, hotel and other incidental expenses properly incurred by
him, in addition to his fee for attending such meeting as above
specified.

Travelling expenses Incurred by
Director on Company's business.

 

PROCEEDING OF THE BOARD OF DIRECTORS

 

133.

(a) The Board of Directors may meet for the conduct of business,
adjourn and otherwise regulate its meetings as it thinks fit.

(b) A director may, and the manager or secretary on the requisition
of a director shall, at any time, summon a meeting of the Board.

Meetings of Directors.

 

134,

(a) The Directors may from time to time elect from among their
members a Chairperson of the Board and determine the period for
which he is to hold office. If at any meeting of the Board, the
Chairman is not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of the
Directors then present to preside at the meeting.

(b) Subject to Section 203 of the Act and rules made there under, one
person can act as the Chairman as well as the Managing Director or
Chief Executive Officer at the same time.

Chairperson

 

135.

Questions arising at any meeting of the Board of Directors shall be
decided by a majority of votes and in the case of an equality of votes,
the Chairman will have a second or casting vote.

Questions at Board meeting how
decided.

 

136.

The continuing directors may act notwithstanding any vacancy in the
Board; but, if and so long as their number is reduced below the
quorum fixed by the Act for a meeting of the Board, the continuing
directors or director may act for the purpose of increasing the number
of directors to that fixed for the quorum, or of summoning a general
meeting of the company, but for no other purpose.

Continuing directors may act
notwithstanding any vacancy in
the Board

 

137.

Subject to the provisions of the Act, the Board may delegate any of
their powers to a Committee consisting of such member or members
of its body as it thinks fit, and it may from time to time revoke and
discharge any such committee either wholly or in part and either as to
person, or purposes, but every Committee so formed shall in the
exercise of the powers so delegated conform to any regulations that
may from time to time be imposed on it by the Board. All acts done
by any such Committee in conformity with such regulations and in
fulfillment of the purposes of their appointment but not otherwise,
shall have the like force and effect as if done by the Board.

Directors
committee.

may appoint

 

138.

The Meetings and proceedings of any such Committee of the Board
consisting of two or more members shall be governed by the
provisions herein contained for regulating the meetings and
proceedings of the Directors so far as the same are applicable thereto
and are not superseded by any regulations made by the Directors
under the last preceding Article.

Committee Meeting show to be
governed.

 

 

139.

 

(a) A committee may elect a Chairperson of its meetings.

(b) If no such Chairperson is elected, or if at any meeting the
Chairperson is not present within five minutes after the time

 

Chairperson of Committee

Meetings

 

216

 
 

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Particulars

 

appointed for holding the meeting, the members present may choose
one of their members to be Chairperson of the meeting.

 

140.

(a) A committee may meet and adjourn as it thinks fit.

(b) Questions arising at any meeting of a committee shall be
determined by a majority of votes of the members present, and in case
of an equality of votes, the Chairperson shall have a second or casting
vote.

Meetings of the Committee

 

141.

Subject to the provisions of the Act, all acts done by any meeting of
the Board or by a Committee of the Board, or by any person acting as
a Director shall notwithstanding that it shall afterwards be discovered
that there was some defect in the appointment of such Director or
persons acting as aforesaid, or that they or any of them were
disqualified or had vacated office or that the appointment of any of
them had been terminated by virtue of any provisions contained in the
Act or in these Articles, be as valid as if every such person had been
duly appointed, and was qualified to be a Director.

Acts of Board or Committee
shall be valid notwithstanding
defect in appointment.

 

RETIREMENT AND ROTATION OF DIRECTORS

 

142.

Subject to the provisions of Section 161 of the Act, if the office of any
Director appointed by the Company in General Meeting vacated
before his term of office will expire in the normal course, the resulting
casual vacancy may in default of and subject to any regulation in the
Articles of the Company be filled by the Board of Directors at the
meeting of the Board and the Director so appointed shall hold office
only up to the date up to which the Director in whose place he is
appointed would have held office if had not been vacated as aforesaid.

Power to fill casual vacancy

 

POWERS OF THE BOARD

 

143.

The business of the Company shall be managed by the Board who
may exercise all such powers of the Company and do all such acts and
things as may be necessary, unless otherwise restricted by the Act, or
by any other law or by the Memorandum or by the Articles required
to be exercised by the Company in General Meeting. However no
regulation made by the Company in General Meeting shall invalidate
any prior act of the Board which would have been valid if that
regulation had not been made.

Powers of the Board

 

144,

Without prejudice to the general powers conferred by the Articles and
so as not in any way to limit or restrict these powers, and without
prejudice to the other powers conferred by these Articles, but subject
to the restrictions contained in the Articles, it is hereby, declared that
the Directors shall have the following powers, that is to say

Certain powers of the Board

 

(1) Subject to the provisions of the Act, to purchase or otherwise
acquire any lands, buildings, machinery, premises, property,
effects, assets, rights, creditors, royalties, business and goodwill
of any person firm or company carrying on the business which
this Company is authorised to carry on, in any part of India.

To acquire any property , rights
etc.

 

ie

Subject to the provisions of the Act to purchase, take on lease for
any term or terms of years, or otherwise acquire any land or lands,
with or without buildings and out-houses thereon, situate in any
part of India, at such conditions as the Directors may think fit, and
in any such purchase, lease or acquisition to accept such title as
the Directors may believe, or may be advised to be reasonably
satisfy.

To take on Lease.

 

 

 

@B

To erect and construct, on the said land or lands, buildings,
houses, warehouses and sheds and to alter, extend and improve
the same, to let or lease the property of the company, in part or in
whole for such rent and subject to such conditions, as may be
thought advisable; to sell such portions of the land or buildings of
the Company as may not be required for the company; to
mortgage the whole or any portion of the property of the company

 

To erect & construct.

 

217

 
 

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Particulars

 

for the purposes of the Company; to sell all or any portion of the
machinery or stores belonging to the Company.

 

(4) At their discretion and subject to the provisions of the Act, the
Directors may pay property rights or privileges acquired by, or
services rendered to the Company, either wholly or partially in
cash or in shares, bonds, debentures or other securities of the
Company, and any such share may be issued either as fully paid
up or with such amount credited as paid up thereon as may be
agreed upon; and any such bonds, debentures or other securities
may be either specifically charged upon all or any part of the
property of the Company and its uncalled capital or not so
charged.

To pay for property.

 

(5) To insure and keep insured against loss or damage by fire or
otherwise for such period and to such extent as they may think
proper all or any part of the buildings, machinery, goods, stores,
produce and other moveable property of the Company either
separately or co-jointly; also to insure all or any portion of the
goods, produce, machinery and other articles imported or
exported by the Company and to sell, assign, surrender or
discontinue any policies of assurance effected in pursuance of this
power.

To insure properties of the
Company.

 

(6) To open accounts with any Bank or Bankers and to pay money
into and draw money from any such account from time to time as
the Directors may think fit.

To open Bank accounts.

 

(7) To secure the fulfillment of any contracts or engagement entered
into by the Company by mortgage or charge on all or any of the
property of the Company including its whole or part of its
undertaking as a going concern and its uncalled capital for the
time being or in such manner as they think fit.

To secure contracts by way of
mortgage.

 

(8) To accept from any member, so far as may be permissible by law,
a surrender of the shares or any part thereof, on such terms and
conditions as shall be agreed upon.

To accept surrender of shares.

 

(9) To appoint any person to accept and hold in trust, for the
Company property belonging to the Company, or in which it is
interested or for any other purposes and to execute and to do all
such deeds and things as may be required in relation to any such
trust, and to provide for the remuneration of such trustee or
trustees.

To appoint trustees for the
Company.

 

(10) To institute, conduct, defend, compound or abandon any legal
proceeding by or against the Company or its Officer, or otherwise
concerning the affairs and also to compound and allow time for
payment or satisfaction of any debts, due, and of any claims or
demands by or against the Company and to refer any difference
to arbitration, either according to Indian or Foreign law and either
in India or abroad and observe and perform or challenge any
award thereon.

To conduct legal proceedings.

 

(11)To act on behalf of the Company in all matters relating to
bankruptcy insolvency.

Bankruptcy & Insolvency

 

(12) To make and give receipts, release and give discharge for moneys
payable to the Company and for the claims and demands of the
Company.

To issue
discharge.

receipts & give

 

 

 

(13) Subject to the provisions of the Act, and these Articles to invest
and deal with any moneys of the Company not immediately
required for the purpose thereof, upon such authority (not being
the shares of this Company) or without security and in such
manner as they may think fit and from time to time to vary or
realise such investments. Save as provided in Section 187 of the
Act, all investments shall be made and held in the Company’s
own name.

 

To invest and deal with money of
the Company.

 

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Particulars

 

(14) To execute in the name and on behalf of the Company in favour
of any Director or other person who may incur or be about to incur
any personal liability whether as principal or as surety, for the
benefit of the Company, such mortgage of the Company’s
property (present or future) as they think fit, and any such
mortgage may contain a power of sale and other powers,
provisions, covenants and agreements as shall be agreed upon;

To give Security byway of
indemnity.

 

(15) To determine from time to time persons who shall be entitled to
sign on Company’s behalf, bills, notes, receipts, acceptances,
endorsements, cheques, dividend warrants, releases, contracts
and documents and to give the necessary authority for such
purpose, whether by way of a resolution of the Board or by way
of a power of attorney or otherwise.

To determine signing powers.

 

(16) To give to any Director, Officer, or other persons employed by
the Company, a commission on the profits of any particular
business or transaction, or a share in the general profits of the
company; and such commission or share of profits shall be treated
as part of the working expenses of the Company.

Commission or share in profits.

 

(17)To give, award or allow any bonus, pension, gratuity or
compensation to any employee of the Company, or his widow,
children, dependents, that may appear just or proper, whether
such employee, his widow, children or dependents have or have
not a legal claim on the Company.

Bonus etc. to employees.

 

(18) To set aside out of the profits of the Company such sums as they
may think proper for depreciation or the depreciation funds or to
insurance fund or to an export fund, or to a Reserve Fund, or
Sinking Fund or any special fund to meet contingencies or repay
debentures or debenture-stock or for equalizing dividends or for
repairing, improving, extending and maintaining any of the
properties of the Company and for such other purposes (including
the purpose referred to in the preceding clause) as the Board may,
in the absolute discretion think conducive to the interests of the
Company, and subject to Section 179 of the Act, to invest the
several sums so set aside or so much thereof as may be required
to be invested, upon such investments (other than shares of this
Company) as they may think fit and from time to time deal with
and vary such investments and dispose of and apply and extend
all or any part thereof for the benefit of the Company
notwithstanding the matters to which the Board apply or upon
which the capital moneys of the Company might rightly be
applied or expended and divide the reserve fund into such special
funds as the Board may think fit; with full powers to transfer the
whole or any portion of a reserve fund or division of a reserve
fund to another fund and with the full power to employ the assets
constituting all or any of the above funds, including the
depredation fund, in the business of the company or in the
purchase or repayment of debentures or debenture-stocks and
without being bound to keep the same separate from the other
assets and without being bound to pay interest on the same with
the power to the Board at their discretion to pay or allow to the
credit of such funds, interest at such rate as the Board may think
proper.

Transfer to Reserve Funds.

 

 

 

(19)To appoint, and at their discretion remove or suspend such
general manager, managers, secretaries, assistants, supervisors,
scientists, technicians, engineers, consultants, legal, medical or
economic advisers, research workers, labourers, clerks, agents
and servants, for permanent, temporary or special services as they
may from time to time think fit, and to determine their powers
and duties and to fix their salaries or emoluments or remuneration
and to require security in such instances and for such amounts

 

To appoint and remove officers
and other employees.

 

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Particulars

 

(28) To pay the cost, charges and expenses preliminary and incidental
to the promotion, formation, establishment and registration of the
Company.

(29)To pay and charge to the capital account of the Company any
commission or interest lawfully payable thereon under the
provisions of Sections 40 of the Act.

 

(30)To provide for the welfare of Directors or ex-Directors or
employees or ex-employees of the Company and their wives,
widows and families or the dependents or connections of such
persons, by building or contributing to the building of houses,
dwelling or chawls, or by grants of moneys, pension, gratuities,
allowances, bonus or other payments, or by creating and from
time to time subscribing or contributing, to provide other
associations, institutions, funds or trusts and by providing or
subscribing or contributing towards place of instruction and
recreation, hospitals and dispensaries, medical and other
attendance and other assistance as the Board shall think fit and
subject to the provision of Section 181 of the Act, to subscribe or
contribute or otherwise to assist or to guarantee money to
charitable, benevolent, religious, scientific, national or other
institutions or object which shall have any moral or other claim
to support or aid by the Company, either by reason of locality of
operation, or of the public and general utility or otherwise.

 

 

 

(31) To purchase or otherwise acquire or obtain license for the use of
and to sell, exchange or grant license for the use of any trade
mark, patent, invention or technical know-how.

(32)To sell from time to time any Articles, materials, machinery,
plants, stores and other Articles and thing belonging to the
Company as the Board may think proper and to manufacture,
prepare and sell waste and by-products.

(33) From time to time to extend the business and undertaking of the
Company by adding, altering or enlarging all or any of the
buildings, factories, workshops, premises, plant and machinery,
for the time being the property of or in the possession of the
Company, or by erecting new or additional buildings, and to
expend such sum of money for the purpose aforesaid or any of
them as they be thought necessary or expedient.

(34) To undertake on behalf of the Company any payment of rents and
the performance of the covenants, conditions and agreements
contained in or reserved by any lease that may be granted or
assigned to or otherwise acquired by the Company and to
purchase the reversion or reversions, and otherwise to acquire on
free hold sample of all or any of the lands of the Company for the
time being held under lease or for an estate less than freehold
estate.

(35) To improve, manage, develop, exchange, lease, sell, resell and re-
purchase, dispose off, deal or otherwise turn to account, any
property (movable or immovable) or any rights or privileges
belonging to or at the disposal of the Company or in which the
Company is interested.

(36) To let, sell or otherwise dispose of subject to the provisions of
Section 180 of the Act and of the other Articles any property of
the Company, either absolutely or conditionally and in such
manner and upon such terms and conditions in all respects as it
thinks fit and to accept payment in satisfaction for the
same in cash or otherwise as it thinks fit.

(37) Generally subject to the provisions of the Act and these Articles,
to delegate the powers/authorities and discretions vested in the
Directors to any person(s), firm, company or fluctuating body of
persons as aforesaid.

 

221

 

 
 

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they may think fit and also from time to time to provide for the
management and transaction of the affairs of the Company in any
specified locality in India or elsewhere in such manner as they
think fit and the provisions contained in the next following
clauses shall be without prejudice to the general powers conferred
by this clause.

 

(20) At any time and from time to time by power of attorney under the
seal of the Company, to appoint any person or persons to be the
Attorney or attorneys of the Company, for such purposes and with
such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Board under these presents and
excluding the power to make calls and excluding also except in
their limits authorised by the Board the power to make loans and
borrow moneys) and for such period and subject to such
conditions as the Board may from time to time think fit, and such
appointments may (if the Board think fit) be made in favour of
the members or any of the members of any local Board
established as aforesaid or in favour of any Company, or the
shareholders, directors, nominees or manager of any Company or
firm or otherwise in favour of any fluctuating body of persons
whether nominated directly or indirectly by the Board and any
such powers of attorney may contain such powers for the
protection or convenience for dealing with such Attorneys as the
Board may think fit, and may contain powers enabling any such
delegated Attorneys as aforesaid to sub-delegate all or any of the
powers, authorities and discretion for the time being vested in
them.

To appoint Attorneys.

 

(21) Subject to Sections 188 of the Act, for or in relation to any of the
matters aforesaid or otherwise for the purpose of the Company to
enter into all such negotiations and contracts and rescind and vary
all such contracts, and execute and do all such acts, deeds and
things in the name and on behalf of the Company as they may
consider expedient.

To enter into contracts.

 

(22)From time to time to make, vary and repeal rules for the
regulations of the business of the Company its Officers and
employees.

To make rules.

 

(23)To effect, make and enter into on behalf of the Company all
transactions, agreements and other contracts within the scope of
the business of the Company.

To effect contracts etc.

 

(24)To apply for, promote and obtain any act, charter, privilege,
concession, license, authorization, if any, Government, State or
municipality, provisional order or license of any authority for
enabling the Company to carry any of this objects into effect, or
for extending and any of the powers of the Company or for
effecting any modification of the Company’s constitution, or for
any other purpose, which may seem expedient and to oppose any
proceedings or applications which may seem calculated, directly
or indirectly to prejudice the Company’s interests.

To apply & obtain concessions
licenses etc.

 

(25)To pay and charge to the capital account of the Company any
commission or interest lawfully payable there out under the
provisions of Sections 40of the Act and of the provisions
contained in these presents.

To pay commissions or interest.

 

(26) To redeem preference shares.

To redeem preference shares.

 

 

 

(27)To subscribe, incur expenditure or otherwise to assist or to
guarantee money to charitable, benevolent, religious, scientific,
national or any other institutions or subjects which shall have any
moral or other claim to support or aid by the Company, either by
reason of locality or operation or of public and general utility or
otherwise.

 

To assist charitable or
benevolent institutions.

 

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Particulars

 

(38)To comply with the requirements of any local law which in their
opinion it shall in the interest of the Company be necessary or
expedient to comply with.

 

MANAGING AND WHOLE-TIME DIRECTORS

 

145.

a) Subject to the provisions of the Act and of these Articles, the
Directors may from time to time in Board Meetings appoint one
or more of their body to be a Managing Director or Managing
Directors or whole-time Director or whole-time Directors of the
Company for such term not exceeding five years at a time as they
may think fit to manage the affairs and business of the Company,
and may from time to time (subject to the provisions of any
contract between him or them and the Company) remove or
dismiss him or them from office and appoint another or others in
his or their place or places.

b) The Managing Director or Managing Directors or whole-time
Director or whole-time Directors so appointed shall be liable to
retire by rotation. A Managing Director or Whole-time Director
who is appointed as Director immediately on the retirement by
rotation shall continue to hold his office as Managing Director or
Whole-time Director and such re-appointment as such Director
shall not be deemed to constitute a break in his appointment as
Managing Director or Whole-time Director.

Powers to
Managing/Whole
Directors.

appoint
Time

 

146.

The remuneration of a Managing Director or a Whole-time Director
(subject to the provisions of the Act and of these Articles and of any
contract between him and the Company) shall from time to time be
fixed by the Directors, and may be, by way of fixed salary, or
commission on profits of the Company, or by participation in any such
profits, or by any, or all of these modes.

Remuneration of Managing or
Whole Time Director.

 

 

147.

 

(1) Subject to control, direction and supervision of the Board of
Directors, the day-today management of the company will be in the
hands of the Managing Director or Whole-time Director appointed in
accordance with regulations of these Articles of Association with
powers to the Directors to distribute such day-to-day management
functions among such Directors and in any manner as may be directed
by the Board.

(2) The Directors may from time to time entrust to and confer upon
the Managing Director or Whole-time Director for the time being save
as prohibited in the Act, such of the powers exercisable under these
presents by the Directors as they may think fit, and may confer such
objects and purposes, and upon such terms and conditions, and with
such restrictions as they think expedient; and they may subject to the
provisions of the Act and these Articles confer such powers, either
collaterally with or to the exclusion of, and in substitution for, all or
any of the powers of the Directors in that behalf, and may from time
to time revoke, withdraw, alter or vary all or any such powers.

(3) The Company’s General Meeting may also from time to time
appoint any Managing Director or Managing Directors or Wholetime
Director or Wholetime Directors of the Company and may exercise
all the powers referred to in these Articles.

(4) The Managing Director shall be entitled to sub-delegate (with the
sanction of the Directors where necessary) all or any of the powers,
authorities and discretions for the time being vested in him in
particular from time to time by the appointment of any attorney or
attorneys for the management and transaction of the affairs of the
Company in any specified locality in such manner as they may think
fit.

(5) Notwithstanding anything contained in these Articles, the
Managing Director is expressly allowed generally to work for and
contract with the Company and especially to do the work of Managing
Director and also to do any work for the Company upon such terms

 

Powers and duties of Managing
Director or Whole-Time
Director.

 

222

 
 

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Particulars

 

and conditions and for such remuneration (subject to the provisions
of the Act) as may from time to time be agreed between him and the
Directors of the Company.

 

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY
SECRETARY OR CHIEF FINANCIAL OFFICER

 

148.

a) Subject to the provisions of the Act—

i. A chief executive officer, manager, company secretary or chief
financial officer may be appointed by the Board for such term, at
such remuneration and upon such conditions as it may thinks fit;
and any chief executive officer, manager, company secretary or
chief financial officer so appointed may be removed by means of
a resolution of the Board;

ii. A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.

b) A provision of the Act or these regulations requiring or authorising
a thing to be done by or to a director and chief executive officer,
manager, company secretary or chief financial officer shall not be
satisfied by its being done by or to the same person acting both as
director and as, or in place of, chief executive officer, manager,
company secretary or chief financial officer.

Board to appoint Chief
Executive Officer/ Manager/
Company  Secretary/ Chief

Financial Officer

 

THE SEAL

 

149.

(a) The Board shall provide a Common Seal for the purposes of the
Company, and shall have power from time to time to destroy the same
and substitute a new Seal in lieu thereof, and the Board shall provide
for the safe custody of the Seal for the time being, and the Seal shall
never be used except by the authority of the Board or a Committee of
the Board previously given.

(b) The Company shall also be at liberty to have an Official Seal in
accordance with of the Act, for use in any territory, district or place
outside India.

The seal, its custody and use.

 

150.

The seal of the company shall not be affixed to any instrument except
by the authority of a resolution of the Board or of a committee of the
Board authorized by it in that behalf, and except in the presence of at
least two directors and of the secretary or such other person as the
Board may appoint for the purpose; and those two directors and the
secretary or other person aforesaid shall sign every instrument to
which the seal of the company is so affixed in their presence.

Deeds how executed.

 

DIVIDEND AND RESERVES

 

151.

(1) Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in
respect whereof the dividend is paid, but if and so long as nothing is
paid upon any of the shares in the Company, dividends may be
declared and paid according to the amounts of the shares.

(2) No amount paid or credited as paid on a share in advance of calls
shall be treated for the purposes of this regulation as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or
portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend
as from a particular date such share shall rank for dividend
accordingly.

Division of profits.

 

 

152.

 

The Company in General Meeting may declare dividends, to be paid
to members according to their respective rights and interests in the
profits and may fix the time for payment and the Company shall
comply with the provisions of Section 127 of the Act, but no
dividends shall exceed the amount recommended by the Board of

 

The company in General
Meeting may declare Dividends.

 

223

 
 

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Particulars

 

Directors, but the Company may declare a smaller dividend in general
meeting.

 

153.

a) The Board may, before recommending any dividend, set aside out
of the profits of the company such sums as it thinks fit as a reserve
or reserves which shall, at the discretion of the Board, be
applicable for any purpose to which the profits of the company
may be properly applied, including provision for meeting
contingencies or for equalizing dividends; and pending such
application, may, at the like discretion, either be employed in the
business of the company or be invested in such investments (other
than shares of the company) as the Board may, from time to time,
thinks fit.

b) The Board may also carry forward any profits which it may
consider necessary not to divide, without setting them aside as a
reserve.

Transfer to reserves

 

154,

Subject to the provisions of section 123, the Board may from time to
time pay to the members such interim dividends as appear to it to be
justified by the profits of the company.

Interim Dividend.

 

155.

The Directors may retain any dividends on which the Company has a
lien and may apply the same in or towards the satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.

Debts may be deducted.

 

156.

No amount paid or credited as paid on a share in advance of calls shall
be treated for the purposes of this articles as paid on the share.

Capital paid up in advance not to
earn dividend.

 

157.

All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or
portions of the period in respect of which the dividend is paid but if
any share is issued on terms providing that it shall rank for dividends
as from a particular date such share shall rank for dividend
accordingly.

Dividends in proportion to
amount paid-up.

 

158.

The Board of Directors may retain the dividend payable upon shares
in respect of which any person under Articles has become entitled to
be a member, or any person under that Article is entitled to transfer,
until such person becomes a member, in respect of such shares or shall
duly transfer the same.

Retention of dividends until
completion of transfer under
Articles.

 

159.

No member shall be entitled to receive payment of any interest or
dividend or bonus in respect of his share or shares, whilst any money
may be due or owing from him to the Company in respect of such
share or shares (or otherwise however, either alone or jointly with any
other person or persons) and the Board of Directors may deduct from
the interest or dividend payable to any member all such sums of
money so due from him to the Company.

No Member to receive dividend
whilst indebted to the company
and the Company’s right of
reimbursement thereof.

 

160.

A transfer of shares does not pass the right to any dividend declared
thereon before the registration of the transfer.

Effect of transfer of shares.

 

161.

Any one of several persons who are registered as joint holders of any
share may give effectual receipts for all dividends or bonus and
payments on account of dividends in respect of such share.

Dividend to joint holders.

 

162.

Any dividend, interest or other monies payable in cash in respect of
shares may be paid by cheque or warrant sent through the post
directed to the registered address of the holder or, in the case of joint
holders, to the registered address of that one of the joint holders who
is first named on the register of members, or to such person and to
such address as the holder or joint holders may in writing direct.
Every such cheque or warrant shall be made payable to the order of
the person to whom it is sent.

Dividends how remitted.

 

163.

Notice of any dividend that may have been declared shall be given to
the persons entitled to share therein in the manner mentioned in the
Act.

Notice of dividend.

 

 

164.

 

No unclaimed dividend shall be forfeited before the claim becomes
barred by law and no unpaid dividend shall bear interest as against the
Company.

 

No interest on Dividends.

 

224

 
 

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Particulars

 

CAPITALIZATION

 

165.

(1) The Company in General Meeting may, upon the recommendation
of the Board, resolve:

(a) that it is desirable to capitalize any part of the amount for the time
being standing to the credit of any of the Company’s reserve accounts,
or to the credit of the Profit and Loss account, or otherwise available
for distribution; and

(b) that such sum be accordingly set free for distribution in the manner
specified in clause (2) amongst the members who would have been
entitled thereto, if distributed by way of dividend and in the same
proportions.

(2) The sums aforesaid shall not be paid in cash but shall be applied
subject to the provisions contained in clause (3) either in or towards:
(i) paying up any amounts for the time being unpaid on any shares
held by such members respectively;

(ii) paying up in full, unissued shares of the Company to be allotted
and distributed, credited as fully paid up, to and amongst such
members in the proportions aforesaid; or

(iii) partly in the way specified in sub-clause (i) and partly in that
specified in sub-clause (ii).

(3) A Securities Premium Account and Capital Redemption Reserve
Account may, for the purposes of this regulation, only be applied in
the paying up of unissued shares to be issued to members of the
Company and fully paid bonus shares.

(4) The Board shall give effect to the resolution passed by the
Company in pursuance of this regulation.

Capitalization.

 

 

166.

 

(1) Whenever such a resolution as aforesaid shall have been passed,
the Board shall —

(a) make all appropriations and applications of the undivided profits
resolved to be capitalized thereby and all allotments and issues of
fully paid shares, if any, and

(b) generally to do all acts and things required to give effect thereto.

(2) The Board shall have full power -

(a) to make such provision, by the issue of fractional certificates or by
payment in cash or otherwise as it thinks fit, in case of shares
becoming distributable in fractions; and also

(b) to authorise any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company providing for
the allotment to them respectively, credited as fully paid up, of any
further shares to which they may be entitled upon such capitalization,
or (as the case may require) for the payment by the Company on their
behalf, by the application thereto of their respective proportions, of
the profits resolved to be capitalized, of the amounts or any part of the
amounts remaining unpaid on their existing shares.

(3) Any agreement made under such authority shall be effective and
binding on all such members.

(4) That for the purpose of giving effect to any resolution, under the
preceding paragraph of this Article, the Directors may give such
directions as may be necessary and settle any questions or difficulties
that may arise in regard to any issue including distribution of new
equity shares and fractional certificates as they think fit.

 

Fractional Certificates.

 

225

 
 

Sr. No

Particulars

 

167.

(1) The books containing the minutes of the proceedings of any
General Meetings of the Company shall be open to inspection of
members without charge on such days and during such business hours
as may consistently with the provisions of Section 119 of the Act be
determined by the Company in General Meeting and the members
will also be entitled to be furnished with copies thereof on payment
of regulated charges.

(2) Any member of the Company shall be entitled to be furnished
within seven days after he has made a request in that behalf to the
Company with a copy of any minutes referred to in sub-clause (1)
hereof on payment of Rs. 10 per page or any part thereof.

Inspection of Minutes Books of
General Meetings.

 

168.

a) The Board shall from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations, the accounts and books of the company, or any of them,
shall be open to the inspection of members not being directors.

b) No member (not being a director) shall have any right of inspecting
any account or book or document of the company except as conferred
by law or authorised by the Board or by the company in general
meeting.

Inspection of Accounts

 

FOREIGN REGISTER

 

169.

The Company may exercise the powers conferred on it by the
provisions of the Act with regard to the keeping of Foreign Register
of its Members or Debenture holders, and the Board may, subject to
the provisions of the Act, make and vary such regulations as it may
think fit in regard to the keeping of any such Registers.

Foreign Register.

 

DOCUMENTS AND SERVICE OF NOTICES

 

170.

Any document or notice to be served or given by the Company be
signed by a Director or such person duly authorised by the Board for
such purpose and the signature may be written or printed or
lithographed.

Signing of documents & notices
to be served or given.

 

171.

Save as otherwise expressly provided in the Act, a document or
proceeding requiring authentication by the company may be signed
by a Director, the Manager, or Secretary or other Authorised Officer
of the Company and need not be under the Common Seal of the
Company.

Authentication of documents
and proceedings.

 

WINDING UP

 

172.

Subject to the provisions of Chapter XX of the Act and rules made
thereunder

(i) If the company shall be wound up, the liquidator may, with the
sanction of a special resolution of the company and any other sanction
required by the Act, divide amongst the members, in specie or kind,
the whole or any part of the assets of the company, whether they shall
consist of property of the same kind or not.

(ii) For the purpose aforesaid, the liquidator may set such value as he
deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the
members or different classes of members.

(iii) The liquidator may, with the like sanction, vest the whole or any
part of such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall
be compelled to accept any shares or other securities whereon there is
any liability.

 

INDEMNITY

 

 

173.

 

Subject to provisions of the Act, every Director, or Officer or Servant
of the Company or any person (whether an Officer of the Company
or not) employed by the Company as Auditor, shall be indemnified
by the Company against and it shall be the duty of the Directors to
pay, out of the funds of the Company, all costs, charges, losses and

 

Directors’ and others right to
indemnity.

 

226

 
 

Sr. No

Particulars

 

damages which any such person may incur or become liable to, by
reason of any contract entered into or act or thing done, concurred in
or omitted to be done by him in any way in or about the execution or
discharge of his duties or supposed duties (except such if any as he
shall incur or sustain through or by his own wrongful act neglect or
default) including expenses, and in particular and so as not to limit the
generality of the foregoing provisions, against all liabilities incurred
by him as such Director, Officer or Auditor or other officer of the
Company in defending any proceedings whether civil or criminal in
which judgment is given in his favor, or in which he is acquitted or in
connection with any application under Section 463 of the Act on
which relief is granted to him by the Court.

 

174,

Subject to the provisions of the Act, no Director, Managing Director
or other officer of the Company shall be liable for the acts, receipts,
neglects or defaults of any other Directors or Officer, or for joining in
any receipt or other act for conformity, or for any loss or expense
happening to the Company through insufficiency or deficiency of title
to any property acquired by order of the Directors for or on behalf of
the Company or for the insufficiency or deficiency of any security in
or upon which any of the moneys of the Company shall be invested,
or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom any
moneys, securities or effects shall be entrusted or deposited, or for any
loss occasioned by any error of judgment or oversight on his part, or
for any other loss or damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation
thereto, unless the same happens through his own dishonesty.

Not responsible for acts of others

 

SECRECY

 

175.

(a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of
a Committee, Officer, Servant, Agent, Accountant or other person
employed in the business of the company shall, if so required by the
Directors, before entering upon his duties, sign a declaration pleading
himself to observe strict secrecy respecting all transactions and affairs
of the Company with the customers and the state of the accounts with
individuals and in matters relating thereto, and shall by such
declaration pledge himself not to reveal any of the matter which may
come to his knowledge in the discharge of his duties except when
required so to do by the Directors or by any meeting or by a Court of
Law and except so far as may be necessary in order to comply with
any of the provisions in these presents contained.

Secrecy

 

 

 

(b) No member or other person (other than a Director) shall be entitled
to enter the property of the Company or to inspect or examine the
Company's premises or properties or the books of accounts of the
Company without the permission of the Board of Directors of the
Company for the time being or to require discovery of or any
information in respect of any detail of the Company's trading or any
matter which is or may be in the nature of trade secret, mystery of
trade or secret process or of any matter whatsoever which may relate
to the conduct of the business of the Company and which in the
opinion of the Board it will be inexpedient in the interest of the
Company to disclose or to communicate.

 

Access to property information
etc.

 

227

 
We, the several persons whose name and addresses are given hereunder, are subscribed, below are desirous of being formed
into a Company in pursuance of this Articles of Association and we respectively agree to take the number of shares in the Capital of

the Company set opposite to our respective names.

 

Names, Address and description and

Subscribers

Number of Equity

Shares taken by
each subscriber

Names, Address and

description of Witness

 

1. MANISHA SHARMA.
D/o. GOVIND SHARMA
R/o.# K 804 CONCORD MANHATTAN,
WIPRO GATE 16, ELECTRONIC CITY PHASE
1, BANGALORE ~ 560 100, KARNATAKA
OCCUPATION ~— BUSINESS

50000

 

 

50000

 

Sd/-
ACS DHAIRYA ARORA

F-902 PRATEEK WISTERIA
NOIDA-201301

 

Place: Bangalore
Dated the 26th day of February 2019

228
SECTION XI - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years
before the date of this Prospectus) which are or may be deemed material will be attached to the copy of the Prospectus
which will be delivered to the RoC for registration. Copies of the abovementioned contracts and also the documents for
inspection referred to hereunder, may be inspected at the Corporate Office between 10 a.m. and 5 p.m. on all Working Days
(Monday to Friday) from the date of the Prospectus until the Issue Closing Date.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time, if so required,
in the interest of our Company or if required by the other parties, without reference to the Equity Shareholders, subject to
compliance with applicable law.

MATERIAL CONTRACTS

1. Issue Agreement dated January 25, 2022 and addendum to Issue Agreement dated February 07, 2022 between our
Company and the Lead Manager.

2. Registrar Agreement dated January 25, 2022 between our Company and the Registrar to the Issue.

3. Banker(s) to the Issue Agreement dated February 10, 2022 between our Company, the Lead Manager, Banker(s) to
the Issue and the Registrar to the Issue.

4. Market Making Agreement dated January 25, 2022 and addendum to Market Making Agreement dated February 07,
2022 between our Company, the Lead Manager and Market Maker.

5. Underwriting Agreement dated January 25, 2022 and addendum to Underwriting Agreement dated February 07, 2022
between our Company, the Lead Manager and the Underwriter.

6. Tripartite agreement between the CDSL, our Company and the Registrar to the Issue dated January 12, 2022.

7. Tripartite agreement between the NSDL, our Company and the Registrar to the Issue dated January 12, 2022.
MATERIAL DOCUMENTS

1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from time to time.

2. Copy of Certificate of Incorporation dated February 28, 2019 issued under the name Ekennis Software Service (OPC)
Private Limited.

3. Copy of Fresh Certificate of Incorporation dated January 04, 2022 issued by Registrar of Companies, Bangalore
consequent to name change from Ekennis Software Service (OPC) Private Limited to Ekennis Software Service
Limited pursuant to the conversion of our Company into a Public Limited Company.

4. Resolution of the Board of Directors dated January 04, 2022 in relation to the Issue.

5. Resolution of the Shareholders of our Company, passed at the Extra-~Ordinary General Meeting held on January 05,
2022 in relation to the Issue.

6. Auditor’s report for Restated Financial Statements dated January 21, 2022 included in this Prospectus.

7. The Statement of Possible Tax Benefits dated January 21, 2022 from our Statutory Auditors included in this
Prospectus.

8. Copies of Audited Financial Statements of the Company for the period ended January 15, 2022 and financial year
ended March 31, 2021 and 2020.

229
9. Consents of our Directors, Promoter, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory
Auditor, Banker(s) to the Company, Lead Manager, Legal Advisor to the Issue, Registrar to the Issue, Banker to the
Issue, Underwriter and Market Maker to act in their respective capacities.

10. Due Diligence Certificate dated January 30, 2022 to SEBI by the Lead Manager for Draft Prospectus.

11. Due Diligence Certificate dated February 14, 2022 to SEBI by the Lead Manager for Prospectus.

12. Approval from BSE vide letter dated February 04, 2022 to use the name of BSE in this Offer Document for listing of
Equity Shares on the BSE SME.

Any of the contracts or documents mentioned in the Prospectus may be amended or modified at any time if so, required in

the interest of our Company or if required by the other parties, without the consent of shareholders subject to compliance
of the provisions contained in the Companies Act and other relevant statutes.

230
DECLARATION

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines or regulations issued by the
Government and / or the guidelines or regulations issued by the Securities and Exchange Board of India, as the case may
be, have been complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and
Exchange Board of India Act, 1992, each as Amended, or the rules made thereunder or Guidelines / Regulations issued, as
the case may be. We further certify that all statements and disclosures made in this Prospectus are true and correct.

SIGNED BY THE DIRECTORS OF OUR COMPANY

 

Sd/-

Ms. Manisha Sharma
Chairman & Managing Director
DIN: 08377458

Sd/-

Ms. Ruchita Joshi

Non-Executive Non-Independent Director
DIN: 09366575

 

Sd/-

Ms. Shilpi Sharma

Non-Executive Independent Director
DIN: 09370029

 

Sd/-

Ms. Urvashi Upadhyay
Non-Executive Independent Director
DIN: 09366633

 

Sd/-

Ms. Uma Chidambaram Krishnan
Non-Executive Independent Director
DIN: 08824361

 

SIGNED BY THE CFO AND CS OF OUR COMPANY

 

Sd/-
Mr. Tenetti Viswanadham
Chief Financial Officer

 

Sd/-
Ms. Sonali
Company Secretary and Compliance Officer

 

 

Date: February 14, 2022
Place: Bangalore

231

 
